EXHIBIT 10.26 OFFICE BUILDING LEASE BY AND BETWEEN 475-17TH STREET, CO

Office Lease Agreement

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Title: EXHIBIT 10.26 OFFICE BUILDING LEASE BY AND BETWEEN 475-17TH STREET, CO
Date: 8/14/2007
Industry: Oil and Gas Operations Sector: Energy

EXHIBIT 10.26

OFFICE BUILDING LEASE

BY AND BETWEEN

475-17TH STREET, CO.,

a Colorado limited partnership

(“Landlord”)

and

Collis P. Chandler III

(“Tenant”)

Dated January 31, 2000

TABLE OF CONTENTS


1.	Premises	1

2.	Term	1

3.	Rent	1

4.	Expense and Tax Adjustments	2

5.	Character of Occupancy	8

6.	Service and Utilities	9

7.	Quiet Enjoyment	11

8.	Maintenance, Repairs, Alterations and Additions	11

9.	Entry by Landlord	14

10.	Mechanic’s Liens	15

11.	Damage to Property, Injury to Persons	15

12.	Insurance	16

13.	Casualty and Restoration of Premises	18

14.	Condemnation	19

15.	Assignment and Subletting	20

16.	Estoppel Certificate	22

17.	Default	22

18.	Remedies for Default	23

19.	Completion of Premises	27

20.	Removal of Tenant’s Property	27

21.	Holding Over	27

22.	Control of Common Areas; Parking	27


23.	Surrender	28

24.	Subordination and Attornment	28

25.	Payments After Termination	28

26.	Authorities for Action and Notice	29

27.	Security Deposit	29

28.	Compliance With Law	30

29.	Transfer by Landlord and Limited Liability	31

30.	Hazardous Substances	31

31.	Substitution of Premises	32

32.	Brokerage	32

33.	Lien for Rent	32

34.	Miscellaneous	33


EXHIBIT “A”
PLAN OF PREMISES		38

EXHIBIT “B”
LEGAL DESCRIPTION		39

EXHIBIT “C”
TENANT IMPROVEMENT WORK AGREEMENT		40

EXHIBIT “D”
RULES AND REGULATIONS		44

EXHIBIT “E”
RIDER		50

EXHIBIT “F”
JANITORIAL SERVICES		51

EXHIBIT “G”
ACCEPTANCE LETTER		52

OFFICE BUILDING LEASE

THIS LEASE (this “Lease”) is made this 31st day of January , 2000, by and between 475-17TH STREET, CO., a Colorado limited partnership (“Landlord”) and Collis P. Chandler III (“Tenant”).

Premises : In consideration of the payment of rent and the keeping and performance by Tenant of the covenants and agreements hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby rents from Landlord those certain premises designated on the plan attached hereto as Exhibit A (the “Premises”), and by this reference made a part hereof, said Premises consisting of approximately 566 rentable square feet of space comprising suite 860 of the building located at 475 17th Street, Denver, Colorado 80202 (the “Building”), together with a non-exclusive license, subject to the provisions hereof, to use all appurtenances thereto, including, but not limited to, any plazas, common areas and other areas designated by Landlord for use by tenants of the Building. The Building, plazas, common areas, other areas and appurtenances, plus the real property on which the same is situated, being more particularly described on Exhibit B , attached hereto and by this reference made a part hereof, are hereinafter collectively sometimes called the “Building Complex.”

Term : Except as provided to the contrary in Exhibit C , the Tenant Improvement Work Agreement (the “Work Letter”), attached hereto and by this reference made a part hereof, the term of this Lease shall be for a period of Thirty Six ( 36 ) months, commencing at 12:01 a.m. on February 1, 2000 , (the “Commencement Date”), and ending at 5:00 p.m. on January 31, 2003 , unless sooner terminated pursuant to this Lease (the “Primary Lease Term”).

Rent :

Tenant shall pay to Landlord, as rent for the Primary Lease Term, the sum of Thirty One Thousand, Four Hundred Thirteen and no /100 Dollars ($ 31,413.00 ) (the “Base Rent”) which sum shall be payable in monthly installments commencing on February 1, 2000 , and continuing thereafter on or before the first day of each succeeding calendar month.

The Base Rent schedule payable in monthly installments and based on a Thirty Six ( 36 ) month Primary Lease Term for the Premises shall be as follows:


Months After Commencement Date		Base Rent Per Month

02/01/00 – 01/31/01		$ 17.50/rsf = $825.42/month

02/01/01 – 01/31/02		$ 18.50/rsf = $872.58/month

02/01/02 – 01/31/03		$ 19.50/rsf = $919.75/month

All Base Rent or other rentals or sums due hereunder shall be paid in advance without notice, abatement, deduction or offset at the office of Landlord or to such other person or at such other place as Landlord may designate in writing in lawful money of the United States.

Notwithstanding the above, in the event any rent or other amounts owing hereunder are not paid within five (5) days after the due date, then Landlord and Tenant agree that Landlord will incur additional administrative expenses, the amount of which will be difficult if not impossible to determine. Accordingly, in addition to such required payment, Tenant shall pay to Landlord an additional one time late charge for any such late payment in the amount of five percent (5%) of the amount of such late payment. Failure to charge or collect such late charge in connection with any one or more such late payments shall not constitute a waiver of Landlord’s right to charge and collect such late charges in connection with any other or similar or like late payments.

Any Base Rent, Additional Rent, as hereinafter defined, or other amounts owing hereunder which are not paid within five (5) days after they are due shall bear interest at the rate which is three (3) percentage points above the then current prime interest rate published by Norwest Bank, or successor thereto (the “ Prime Rate ”), from the due date of such payment until received by Landlord. Similarly, any amounts paid by Landlord to cure any defaults of Tenant hereunder, which Landlord shall have the right, but not the obligation, to do, shall, if not repaid by Tenant within five (5) days after demand by Landlord, thereafter bear interest at the above rate until received by Landlord. Failure to charge or collect such interest in connection with any one or more such late payments shall not constitute a waiver of Landlord’s right to charge and collect such interest in connection with any other or similar or like late payments.

“ Additional Rent ” shall mean any sums of money or charges to be paid by the Tenant pursuant to the provisions of this Lease other than Base Rent. A failure to pay Additional Rent shall be treated in all events as the failure to pay rent. The Base Rent and/or Additional Rent are sometimes hereinafter collectively called “ Rent .”

If the Primary Lease Term commences on a date other than the first day of a calendar month or terminates on a date other than the last day of a calendar month, the Rent for such partial month shall be prorated to the actual number of days Tenant is in occupancy of the Premises for said partial month.

4.	Expense and Tax Adjustments : In addition to Base Rent, Tenant shall reimburse Landlord for Operating Expenses (which sum may be adjusted pursuant to Section 4.B) for the Building Complex as hereinafter set forth in this Section.

Definitions: In addition to the terms elsewhere defined in this Lease, the following terms shall have the following meanings with respect to the provisions of this Lease:

(1)

“ Base Operating Expenses ” shall mean an amount equal to the actual Operating Expenses, as hereinafter defined, for calendar year 2000. It is understood and agreed by Tenant that Landlord has not made any representation that the Base Operating Expenses will equal or approximate the actual operating expenses for any Lease Year, as hereinafter defined.

(2)

“ Rentable Area ” shall mean all rentable space available for lease in the Building calculated on the basis set forth in the Building Owners’ and Managers Association International publication for Standard Method for Measuring Floor Area in Office Buildings #ANSI-Z65.1-1980.

(3)

“ Pro Rata Share ” shall mean that fraction, the numerator of which is the total number of rentable square feet of the Premises (i.e. 566 rentable square feet) and the denominator of which is the Rentable Area, (i.e. 151,425 rentable square feet), and is equal to .3738 %. At such time, if ever, as any space is added to or subtracted from the Premises, the Pro Rata Share shall be increased or decreased accordingly. If there is a significant change in the aggregate Rentable Area as a result of an addition to the Building, partial destruction thereof, modification to the Building design, or similar circumstance which causes a reduction or increase thereto on a permanent basis, Landlord’s Accountants, as hereinafter defined, shall make such adjustments in the computations as shall be necessary to provide for any such change. Landlord shall so notify Tenant and the Pro Rata Share shall be recalculated accordingly.

(4)

“ Lease Year ” shall mean each twelve (12) month period beginning with the date the Primary Lease Term commenced, or any anniversary thereof, and ending on the same date one (1) year later. If the Lease Year is not concurrent with a calendar year, then Landlord reserves the right at any time to make all adjustments provided for herein on a calendar year basis, with an appropriate proration for the Lease Years in which such conversion is made and in which the term ends, and “Lease Year” as used in this Subsection (4) shall thereafter be deemed to refer to “ calendar year ”.

(5)

“ Operating Expenses ” shall mean all operating expenses of any kind or nature which are necessary, ordinary, or customarily incurred in connection with the operation and maintenance of the Building Complex as determined by Landlord’s Accountants. Operating Expenses shall include, but not be limited to:

(a)

All real property Taxes and Assessments, as such terms are hereinafter defined, levied against the Building Complex by any governmental or quasi-governmental authority. As used in this Lease, the term “ Taxes ” means any and all general and special taxes and impositions of every kind and nature whatsoever levied, assessed, or imposed upon, or with respect to, the Building Complex, any leasehold improvements, fixtures, installations, additions, and equipment, whether owned by Landlord or Tenant, or either because of or in connection with the Landlord’s ownership, leasing, and operation of the Building Complex, including, without limitation, real estate taxes, personal property taxes, sewer rents, water rents, general or special assessments, and duties or levies charged or levied upon or assessed against the Building Complex and personal property, transit taxes, all costs and expenses (including legal fees and court costs) charged for the protest or reduction of property Taxes or Assessments in connection with the Building

Complex, or any tax or excise on Rent or any other tax (however described) on account of rental received for use and occupancy of any or all of the Building Complex, whether any such taxes are imposed by the United States, the State of Colorado, the City and County of Denver, or any local governmental municipality, authority, or agency or any political subdivision of any of the foregoing. Taxes shall not include any net income, capital stock, succession, transfer, franchise, gift, estate, and inheritance taxes; provided, however, if at any time during the Primary Lease Term hereof, a tax or excise on rents or income or other tax, however described (herein called “ Rent Tax ”), is levied or assessed by the State of Colorado or the City and County of Denver, respectively, or any political subdivision thereof, on account of the Rent hereunder or the interest of Landlord under this Lease, such Rent Tax shall constitute Taxes; provided, further, in no event shall Tenant be obligated (i) to pay for any calendar year any greater amount by way of such Rent Tax than would have been payable by Tenant had the rentals paid to Landlord under all Building leases (being the rentals upon which such Rent Tax is imposed) been the sole taxable income of Landlord for the calendar year in question, or (ii) to pay or to reimburse Landlord for any tax of any kind assessed against Landlord on account of any such Rent Tax having been reimbursed to Landlord. “ Assessments ” shall include any and all so-called special assessments, license tax, business license fee, business license tax, commercial rental tax, levy, charge or tax, imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, water, drainage or other improvement or special district thereof, against the Premises, the Building or the Building Complex, or against any legal or equitable interest of Landlord therein. For the purposes of this Lease, any special assessments shall be deemed payable in such number of installments as is permitted by law, whether or not actually so paid. If the Building Complex has not been fully assessed as a completed project, for the purposes of computing the Operating Expenses for any adjustment required herein, the Taxes and Assessments shall be increased by Landlord’s Accountants in accordance with their estimate of what the assessment will be upon full completion of the Building Complex, including installation of all tenant finish items;

(b)

Costs of supplies, including but not limited to the cost of “relamping” all tenant lighting or lighting located in the common areas of the Building Complex as the same may be required from time to time;

(c)

Costs incurred in connection with obtaining and providing energy for the Building Complex, including but not limited to costs of propane, butane, natural gas, steam, electricity, solar energy and fuel oils, coal or any other energy sources;

(d)

Costs of water and sanitary and storm drainage services;

(e)

Costs of window cleaning, janitorial and security services;

(f)

Costs of both interior and exterior general maintenance and repair of the Building Complex; including HVAC systems and structural components of the Building; costs under HVAC and other mechanical maintenance contracts; and repairs and replacements of equipment used in connection with such maintenance and repair work;

(g)

Costs of maintenance and replacement of landscaping; and costs of maintenance of parking areas, common areas, plazas and other areas used by tenants of the Building Complex;

(h)

Insurance premiums, including fire and all-risk coverage, together with loss of rent endorsement; public liability insurance; any other insurance carried by Landlord on the Building Complex or any component parts thereof; and the part of any claim required to be paid under the deductible portion of any insurance policies carried by Landlord in connection with the Building Complex (where Landlord is unable to obtain insurance without such deductible from a major insurance carrier at reasonable rates). All such insurance shall be in such amounts as may be required by any mortgagee of Landlord or as Landlord may reasonably determine;

(i)

Labor costs, including wages and other payments, costs to Landlord of workmen’s compensation and disability insurance, payroll taxes, welfare fringe benefits and all legal fees and other costs or expenses incurred in resolving any labor disputes;

(j)

Professional building management fees, including, but not limited to, rental for the Manager’s office space and costs of supplying the Manager with necessary office equipment and storage space in the Building; and a general overhead and administration charge equal to two percent (2%) of all other operating expenses incurred by Landlord;

(k)

Legal, accounting, inspection, and other consultation fees (including, without limitation, fees charged by consultants retained by Landlord for services that are designed to produce a reduction in Operating Expenses or reasonably to improve the operation, maintenance or state of repair of the Building Complex) incurred in the ordinary course of operating the Building Complex;

(l)

The costs of capital improvements and structural repairs and replacements made in or to the Building Complex in order to conform to changes, subsequent to the date Landlord obtained its building permit to construct the Building Complex, in any applicable laws, ordinances, rules, regulations, or orders of any governmental or quasi-governmental authority having jurisdiction over the Building Complex (the “ Required Capital Improvements ”); the costs of any capital improvements, structural repairs, replacements, or other modifications to the Building Complex or any part

thereof, which costs shall be amortized over the useful life of such improvement or modification with interest at the rate of eighteen percent (18%) per annum on the unamortized amount, in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in accordance with generally accepted accounting principles, and a reasonable annual reserve for all other capital improvements and structural repairs and replacements reasonably necessary to permit Landlord to maintain the Building as a first-class office building;

(m)

Costs incurred by Landlord’s Accountants in engaging experts or other consultants to assist them in making the computations required hereunder; and

(n)

Rental payments or acquisition costs, allocated over the useful life, for machinery or equipment, including vehicles, necessary to timely and economically perform the cleaning and maintenance functions imposed on Landlord together with the interest on such acquisition costs at the Prime Rate in effect as of the acquisition date.

(6)

“Operating Expenses” shall not include:

(a)

Costs of work, including painting and decorating and tenant change work, which Landlord performs for any tenant or in any tenant’s space in the Building other than work of a kind and scope which Landlord would be obligated to furnish to all tenants whose leases contain a rental adjustment provision similar to this one;

(b)

Costs of repairs or other work occasioned by fire, windstorm or other insured casualty to the extent of insurance proceeds received;

(c)

Leasing commissions, advertising expenses, and other costs incurred in leasing space in the Building;

(d)

Costs of repairs or rebuilding necessitated by condemnation;

(e)

Any interest on borrowed money or debt amortization, except as specifically set forth above; or

(f)

Depreciation on the Building.

(7)

Notwithstanding anything contained herein to the contrary, if any lease entered into by Landlord with any tenant in the Building is on a so-called “net” basis, or provides for a separate basis of computation for any Operating Expenses with respect to its leased premises, then, to the extent that Landlord’s Accountants determine that an adjustment should be made in making the computations herein provided for, Landlord’s Accountants shall be permitted to modify the computation of Base Operating Expenses, Rentable Area, and Operating Expenses for a particular Lease

Year in order to eliminate or otherwise modify any such expenses which are paid for in whole or in part by such tenant. Furthermore, in making any computations contemplated hereby, Landlord’s Accountants shall also be permitted to make such adjustments and modifications to the provisions of this Section 4 as shall be reasonably necessary to achieve the intention of the parties hereto.

(8)

“ Landlord’s Accountants ” shall mean that individual or firm employed by Landlord from time to time to keep the books and records for the Building Complex, and to prepare the federal and state income tax returns for Landlord with respect to the Building Complex, all of which books and records shall be certified to by an appropriate representative of Landlord.

Adjustment Mechanism :

(1)

It is hereby agreed that during each Lease Year Tenant shall pay to Landlord, as Additional Rent, the Pro Rata Share of the Operating Expenses for such Lease Year in excess of the Base Operating Expenses, payable monthly, in advance, at the rate of one twelfth (1/12) of Landlord’s estimate thereof, on the same date and at the same place Base Rent is payable, with an adjustment to be made between the parties at a later date as hereinafter provided. As soon as practicable following the end of any Lease Year, Landlord shall submit to Tenant a statement setting forth the exact amount of the Operating Expenses for the Lease Year just completed and the difference, if any, between the actual Pro Rata Share of the Operating Expenses for the Lease Year just completed in excess of the Base Operating Expenses and the total amount of the estimated payments of the Pro Rata Share of Operating Expenses which was paid in accordance with this Subsection for such year. Such statement may also set forth the amount of the estimated Operating Expenses reimbursement for the new Lease Year or Landlord may provide such information in a separate statement issued to Tenant at such earlier date to coincide with the start of the new Lease Year. To the extent that the actual Pro Rata Share of Operating Expenses in excess of the Base Operating Expenses for any period covered by such statement is greater than the estimated amounts previously paid by Tenant during the same period, Tenant shall pay to Landlord the difference by cashier’s check or money order within thirty (30) days following receipt of said statement from Landlord. To the extent that the actual Pro Rata Share of Operating Expenses for the period covered by the statement is less than the estimated amount which Tenant previously paid during such period, Landlord shall credit the excess against any sums then owing or next coming due from Tenant to Landlord. In addition, until Tenant receives a statement indicating otherwise, Tenant’s monthly payment of its estimated share of Operating Expenses for the new Lease Year shall continue to be paid at the rate for the previous Lease Year, but Tenant shall commence payment to Landlord of the monthly installments of Tenant’s estimated share of Operating Expenses on the basis of the new statement beginning on the first day of the month following the month in which Tenant receives such statement. If the statement reflects a change in the monthly reimbursement amount, such difference shall be adjusted by increasing or decreasing the first monthly reimbursement payment after the statement is given in order to bring the reimbursement amount for the new Lease Year current as of such date.

(2)

Tenant’s obligation with respect to its Pro Rata Share of the Operating Expenses shall survive the expiration or early termination of this Lease, and subsequent to such expiration or termination Tenant shall pay its Pro Rata Share of the actual Operating Expenses for the portion of the final Lease Year of the Lease during which Tenant was obligated to pay such expenses. If Tenant occupies the demised Premises for less than a full calendar year during the first or last Lease Years of the term hereof, the Pro Rata Share for such partial year shall be prorated based upon the number of calendar months and days during which Tenant occupied the Premises. Tenant shall pay its Pro Rata Share of any such increases within thirty (30) days following receipt of notice thereof.

(3)

Tenant shall have the right, at any time within ninety (90) days after a statement of actual Operating Expenses for a particular Lease Year has been rendered by Landlord as provided herein, at its sole cost and expense, to examine Landlord’s books and records relating to the determination of Operating Expenses; provided, however, that Tenant shall give Landlord prior written notice of its intent to exercise such right, the inspection may not take place outside of normal business hours, and Tenant shall not interfere with Landlord’s normal business activities. Unless Tenant objects to the rental adjustment within said ninety (90) day period, such statement and adjustment shall be deemed conclusive.

(4)

In the event that the Rentable Area is not fully occupied during any particular Lease Year, Landlord’s Accountants may adjust those Operating Expenses for the particular Lease Year, or portion thereof, as the case may be, which are affected by the occupancy rates to reflect an occupancy of not less than ninety-five percent (95%) of all such Rentable Area.

5.	Character of Occupancy :

The Premises are to be used for general or executive offices, or both, and for no other purpose without the prior written consent of Landlord, which consent may be unreasonably withheld.

Tenant shall not use or permit the Premises to be used for any act which will increase the existing rate of insurance upon the Building or the Building Complex, or cause a cancellation of any insurance policy covering the Building, the Building Complex or any part thereof, nor shall Tenant sell, or permit to be kept, used, or sold in or about the Premises any article which may be prohibited by Landlord’s insurance policies. Tenant shall not use any apparatus, machinery or device in or about the Premises which shall make any noise or set up any vibration which will unreasonably disturb other tenants. Tenant agrees not to connect any apparatus, machinery or device to any mechanical, electrical or other Building system without the prior consent of Landlord. Tenant shall not commit waste or suffer or permit waste to be committed, nor shall Tenant permit any nuisance in or about the Premises.

Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or hereafter enacted or promulgated.

The rules and regulations attached hereto and marked Exhibit D , as well as such rules and regulations as may hereafter be adopted by Landlord for the safety, care and cleanliness of the Premises and the Building Complex and the preservation of good order therein, are hereby expressly made a part hereof; and Tenant agrees to obey all such rules and regulations. The violation of any of such rules and regulations by Tenant shall be deemed an event of default of this Lease by Tenant, affording Landlord all those remedies set out herein. Landlord shall not be responsible to Tenant for the failure of any other tenant or occupant of the Building to comply with any of said rules and regulations.

6.	Service and Utilities :

Landlord, in accordance with standards from time to time prevailing for first-class office buildings of similar age and quality in the greater Denver, Colorado area, agrees: (1) to furnish water to the Building for use in lavatories and drinking fountains (and to the Premises if the tenant finish plans for the Premises so provide); (2) to furnish during Ordinary Business Hours, as hereinafter defined, such heated or cooled air to the Premises as may, in the judgment of Landlord, be reasonably required for the comfortable use and occupancy of the Premises; (3) to provide a general office janitorial service, as set forth in Exhibit F , attached hereto and made a part hereof, for the Premises on Monday through Friday, excluding Holidays, as hereinafter defined; (4) to provide such window washing as may, in the judgment of Landlord, be reasonably required; (5) to provide, during Ordinary Business Hours, passenger elevators for ingress to and egress from the Premises, (one elevator shall be available at all times, except in the case of emergency or repair); and (6) to cause electric current to be supplied to the Premises for all of Tenant’s Standard Electrical Usage, as hereinafter defined, during Ordinary Business Hours. “ Tenant’s Standard Electrical Usage ”, as used herein, shall mean and refer to electrical consumption by equipment capable of operating from outlets serviced by less than 20 ampere, single phase, 115 volt circuit breakers installed in the Premises as part of the original tenant finish pursuant to the Work Letter. “ Ordinary Business Hours ,” as used herein, shall mean 7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 p.m. on Saturdays, Holidays excepted. “ Holidays ”, as used herein, shall mean New Year’s Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and such other days as may hereafter be established by Landlord.

Tenant shall reimburse Landlord for costs incurred by Landlord for Excess Usage, as hereinafter defined, and for After Hours Usage, as hereinafter defined. “ Excess Usage ” shall be defined as any usage by Tenant of electricity (1) in an amount in excess of Tenant’s Standard Electrical Usage; or (2) for “ Special Equipment ,” which, as used herein, shall mean: (a) any equipment with power requirements other than that defined as Tenant’s Standard Electrical Usage; or (b) self-contained heating, ventilation and air conditioning (“ HVAC ”) equipment; or (c) equipment that requires the use of self-contained HVAC units. Prior to the installation of Special Equipment or any consumption of Excess Usage, Tenant shall notify Landlord and shall obtain Landlord’s consent therefor. Monthly charges for Excess Usage shall be determined on the basis of the amount of power required for such Excess Usage, in kilowatt hours, as determined by Landlord, multiplied by the then current average kilowatt hour cost (“ AKWHC ”) for the Building Complex. AKWHC will be determined by Landlord

by totalling the electricity charges for the Building Complex for the preceding twelve month period and dividing that sum by the number of kilowatt hours of electricity consumed during the same period. Tenant shall be billed monthly for Excess Usage and shall pay such charges monthly as Additional Rent. In addition to the foregoing, Tenant, at Tenant’s option, at the time of notice to Landlord of Excess Usage, or at any time thereafter, may request Landlord, at Tenant’s sole cost and expense, to install a check meter or flow meter to assist in determining the cost to Landlord of Tenant’s Excess Usage.

“ After Hours Usage ” shall be defined as any use of lighting and HVAC services during hours other than Ordinary Business Hours. Tenant shall pay for all costs for After Hours Usage monthly as Additional Rent. Tenant agrees to give Landlord at least one business day’s notice prior to any After Hours Usage, and agrees that after hours HVAC and lighting cannot be supplied to less than one full floor at a time.


D.		(1)		If Tenant requires janitorial services other than those required to be provided to other tenants of the Building Complex generally, Tenant shall separately pay for such services monthly as Additional Rent upon billing by Landlord, or Tenant shall, at Landlord’s option, separately contract for such services with the same company furnishing janitorial services to Landlord. Notwithstanding the foregoing, Tenant shall have the right, subject to Landlord’s prior written consent and to such rules, regulations and requirements as Landlord may impose (including but not limited to the requirement that such janitors belong to a trade union), to employ Tenant’s own janitors to perform such additional services.

(2)

Tenant agrees that Landlord shall not be liable for failure to supply any heating, air conditioning, elevator, electrical, janitorial, lighting or other services during any period when Landlord uses reasonable diligence to supply such services, or during any period when Landlord is required to reduce or curtail such services pursuant to any applicable laws, rules or regulations now or hereafter in force or effect, it being understood that Landlord may discontinue, reduce or curtail such services, or any of them (either temporarily or permanently), at such times as may be necessary by reason of accident, unavailability of employees or materials at reasonable cost, repairs, alterations, improvements, strikes, lockouts, riots, acts of God, application of applicable laws, statutes, rules and regulations, or due to any other happening beyond the control of Landlord. In the event of any such interruption, reduction or discontinuance of Landlord’s services (either temporarily or permanently), Landlord shall not be liable for damages to persons or property as a result thereof, nor shall the occurrence of any such event in any way be construed as an eviction of Tenant, or cause or permit an abatement, reduction or setoff of Base Rent or Additional Rent, or operate to release Tenant from any of Tenant’s obligations hereunder.

Whenever machines or equipment which generate heat either as a prime purpose or as an incidental effect and which affect the temperature otherwise maintained by the air conditioning system are used by Tenant in the Premises, Landlord reserves the right to install supplementary air conditioning units in the Premises, and the costs therefor, including the costs of installation, operation and maintenance thereof, shall be paid by Tenant as Additional Rent upon demand by Landlord.

Unless otherwise provided by Landlord, Tenant shall separately arrange with the applicable local public authorities or utilities, as the case may be, for the furnishing of and payment for all telephone services as may be required by Tenant in the use of the Premises. Tenant shall directly pay for such telephone services, including the establishment and connection thereof, at the rates charged for such services by said authority or utility and the failure of Tenant to obtain or to continue to receive such services for any reason whatsoever shall not relieve Tenant of any of its obligations under this Lease.

Quiet Enjoyment : Subject to liens, covenants, easements and restrictions of record and the terms and provisions of this Lease, Landlord covenants and agrees that Tenant shall peaceably and quietly enjoy the Premises, and Tenant’s rights hereunder during the term hereof, without hindrance by Landlord so long as Tenant complies with the provisions hereof.

8.	Maintenance, Repairs, Alterations and Additions :

Maintenance and Repairs :

(1)

Landlord shall maintain the Building, and all other portions of the Building Complex not the obligation of Tenant or any other tenant in the Building, in good order, condition and repair.

(2)

Except for services furnished by Landlord pursuant to Section 6 hereof, Tenant shall, at Tenant’s sole cost and expense, maintain the Premises in good order, condition and repair, ordinary wear and tear excepted, including without limitation: the interior surfaces of the ceilings, walls and floors; all doors and interior windows; and all plumbing pipes, electrical fixtures, furnishings and equipment.

(3)

In the event that Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to do such acts as are required to so maintain the Premises. In the event that Tenant fails to commence such work promptly upon demand by Landlord, and diligently prosecute it to completion, then Landlord shall have the right, but shall not be required, to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Landlord shall have no liability to Tenant for any damage, inconvenience or interference with Tenant’s use of the Premises as a result of performing any such work.

(4)

Tenant, at Tenant’s expense shall comply with all laws, rules, orders, ordinances, directions, regulations, and requirements of federal, state, county and municipal authorities, now in force or which may hereafter be in force, which shall impose any duty upon Landlord or Tenant with respect to the use, occupancy or alteration of the Premises.

(5)

Tenant shall leave the Premises at the end of each Business Day in a reasonably tidy condition for the purpose of allowing the performance of the Landlord’s cleaning services hereinafter described.

(6)

Tenant shall pay on demand the cost of replacement with identical quality, size and characteristics of glass broken on the Premises, including outside windows and doors of the perimeter of the Premises (including perimeter windows in the exterior walls) during the continuance of this Lease, unless the glass shall be broken by Landlord, its servants, employees or agents acting on its behalf.

(7)

If the Building, the Premises or any portion thereof including but not limited to the elevators, boilers, engines, pipes and other apparatus, or members of elements of the Building (or any of them) used for the purpose of climate control of the Building or operating the elevators, or if the water pipes, drainage pipes, electric lighting or other equipment of the Building or the roof or outside walls of the Building or parking facilities of Landlord and also the Premises improvements including but not limited to the carpet, wall covering, doors and woodwork, become damaged or are destroyed through the negligence, carelessness or misuse of the Tenant, its servants, agents, employees or anyone permitted by Tenant to be in the Building Complex, or through it or them, then the cost of the necessary repairs, replacements or alterations shall be borne by the Tenant who shall forthwith pay the same on demand to the Landlord as Additional Rent. Landlord shall have the exclusive right, but not the obligation, to make any repairs necessitated by such damage.

Alterations and Additions :

(1)

Tenant shall make no alterations, additions or improvements to the Premises or any part thereof without obtaining the prior written consent of Landlord, which consent shall not be withheld unreasonably. Landlord may condition its consent to any alterations, additions or improvements upon such reasonable requirements as Landlord may deem necessary in its sole discretion, including without limitation the manner in which the work is done, the right to approve the contractor by whom the work is to be performed, and the times during which the work is to be accomplished.

(2)

All alterations and additions to the Premises including, by way of illustration but not limitation, all partitions, paneling, carpeting, drapes, other window coverings, and light fixtures (but not including movable office furniture not attached to the Building) shall, upon completion or installation, be deemed to be a part of the real estate and the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof without molestation, disturbance or injury at the end of said term, whether by lapse of time or otherwise. Notwithstanding the foregoing, Landlord, by notice given to Tenant no later than thirty (30) days prior to the end of the Primary Lease Term, may elect to have Tenant remove any or all of such alterations or additions, and, in such event, Tenant shall promptly, at its sole cost and expense, remove such alterations and additions and shall restore the Premises to their condition prior to the making of the same, reasonable wear and tear excepted. Tenant shall indemnify Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Premises, including without limitation any claims made by any succeeding tenant founded on such delay.

(3)

If Landlord authorizes persons requested by Tenant to perform any alterations, repairs, modifications or additions to the Premises, then, prior to the commencement of any such work, Tenant shall upon request deliver to Landlord such payment and performance bonds or other security as Landlord may require, and certificates issued by insurance companies qualified to do business in the state of Colorado, evidencing that workmen’s compensation, public liability insurance and property damage insurance, all in amounts, with companies and on forms satisfactory to Landlord, are in force and effect and maintained by all contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured. Each such certificate shall provide that the insurance policy may not be canceled or modified without thirty (30) days’ prior written notice to Landlord. All Tenant alterations, repair and maintenance work shall be performed in such a manner as not to interfere with, delay, or impose any additional expense upon Landlord in the maintenance or operation of the Building or upon other tenants’ use of their premises.

(4)

The work necessary to make any repairs required pursuant to this Section, or to make any alterations, improvements, or additions to the Premises to which Landlord may consent pursuant hereto, shall be done by employees or contractors employed by Landlord, or with Landlord’s consent in writing given prior to the letting of a contract by contractors employed by Tenant, but in each case, only under written contract approved in writing by Landlord, and subject to all conditions Landlord may impose. Tenant shall promptly pay to Landlord or to Tenant’s contractors, as the case may be, when due, the cost of all such work and of all decorating required by reason thereof, and upon completion, deliver to Landlord, if payment is made directly to Tenant’s contractors, evidence of payment and waivers of all liens for labor, services, or materials, and furthermore, Tenant shall defend and hold Landlord, the Premises, the Building, and the Property harmless from all costs, damages, liens for labor, services or materials relating to such work, and shall defend and hold Landlord harmless from all costs, damages, liens, and expenses related thereto. In the event that Landlord incurs any expenses in the removal of trash or cleaning of elevators, public corridors, and loading areas as a result of Tenant’s contractors’ work then Tenant agrees it shall reimburse Landlord within seven (7) days of billing.

(5)

At least five (5) days prior to the commencement of any work on the Premises Tenant shall notify Landlord of the names and addresses of the persons supplying labor or materials for the proposed work so that Landlord may avail itself of the provisions of statutes such as Section 38-22-105(2) of the Colorado Revised Statutes (1982). During the progress of any such work on the Premises, Landlord or its representatives shall have the right to go upon and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon notices such as those provided for by Section 38-22-105(2) of the Colorado Revised Statutes (1982) or to take any further action which Landlord may deem to be proper for the protection of Landlord’s interest in the Premises.

(6)

Landlord’s approval of Tenant’s plans for any improvements or repairs shall create no responsibility or liability on the part of Landlord for their completeness, design

sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities.

Alterations by Landlord :

(1)

Landlord hereby reserves the right at any time and from time to time to make changes in, additions to, subtractions from or rearrangements of the Building Complex, including, without limitation, all improvements at any time thereto, all entrances and exits thereto, and to grant, modify and terminate easements or other agreements pertaining to the use and maintenance of all or parts of the Building Complex, including, but not limited to, the entrance foyer and lobby, and the common corridors and to make changes or additions to the pipes, conduits, ducts, utilities and other necessary building services in the Premises which serve other portions of the Building, provided that prior to the Commencement Date, the Landlord may alter the Premises to the extent found necessary by the Landlord to accommodate changes in construction design or facilities including major alterations but provided always that the Premises, as altered, shall be in all material aspects comparable to the Premises as defined herein.

(2)

Landlord shall have the right to change the name of the Building, to construct other buildings or improvements in any plaza or other area designated by Landlord for use by tenants, or to change the location or character of, or make alterations of or additions to, any of said plazas or other areas.

(3)

Tenant agrees that for the purposes of completing or making repairs or alterations in any portion of the Building, Landlord may use one or more of the street entrances, halls, passageways and elevators of the Building.

Entry by Landlord : Landlord and its agents shall have the right to enter the Premises at all reasonable times for the purpose of: (1) examining or inspecting the same; (2) supplying janitorial services and any other services to be provided by Landlord or Tenant hereunder; (3) showing the same to prospective purchasers or tenants of the Building; and (4) making such alterations, repairs, improvements or additions to the Premises or to the Building of which they are a part as Landlord may deem necessary or desirable. If Tenant shall not be personally present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key without liability to Tenant, except for any failure to exercise due care for Tenant’s property, and without affecting this Lease. If during the last month of the term hereof, Tenant shall have removed substantially all of its property therefrom, Landlord may immediately enter and alter, renovate and redecorate the Premises without elimination or abatement of Rent and without incurring liability to Tenant for any compensation. Such entry shall not be construed as a manifestation by the Landlord of an intent to terminate this Lease. Landlord, during the entire term of this Lease, shall have the right, upon ninety (90) days’ prior written notice to Tenant, to change the number, designation or name of the Building without liability to Tenant. Tenant shall not, without the prior consent of Landlord, change the locks or install additional locks on any entry door or doors to the Premises.

10.

Mechanic’s Liens : Tenant shall pay or cause to be paid all costs for work done by Tenant or caused to be done by Tenant on the Premises of a character which will or may result in liens on Landlord’s interest therein. Tenant will keep the Premises and Building Complex free and clear of all mechanic’s liens and other liens on account of work done or claimed to have been done for Tenant or persons claiming under it. Tenant hereby agrees to indemnify Landlord for, save Landlord harmless from, and defend Landlord against all liability, loss, damage, cost or expense, including attorneys’ fees and interest, incurred on account of any claims of any nature whatsoever, including lien claims of laborers, materialmen, or others for work actually or allegedly performed for, or for materials or supplies actually or allegedly furnished to Tenant or persons claiming under Tenant. Should any liens be filed or recorded against the Premises or any portion of the Building Complex, or should any action affecting the title thereto be commenced on account of work done or claimed to have been done for Tenant or persons claiming under it, Tenant shall cause such liens to be contested or removed of record within five (5) days after notice from Landlord. If Tenant desires to contest any such claim or lien, Tenant may do so only if, within such five (5) day period, Tenant posts adequate security with a court of competent jurisdiction and obtains an order discharging the lien of record, as then provided by the Colorado mechanics’ lien statute. If a final judgment is entered establishing the validity or existence of any lien for any amount which lien has not been discharged or bonded off as hereinabove required, Tenant shall pay and satisfy the same at once. If Tenant shall be in default in paying any charge for which a mechanic’s lienor suit to foreclose the lien has been recorded or filed, and shall not have caused the same to be released of record, Landlord may (but without being required to do so) pay such lien or claim and any costs, and the amount so paid, together with reasonable attorneys’ fees incurred in connection therewith, shall be immediately due from Tenant to Landlord as Additional Rent.

11.	Damage to Property, Injury to Persons :

Tenant hereby indemnifies and agrees to hold Landlord harmless from and to defend Landlord against any and all claims of liability for any injury (including death) or damage to any person or property whatsoever: (1) occurring in, on or about the Premises or any part thereof; or (2) occurring in or about the Building Complex, when such injury or damage is caused in whole or in part by the act, neglect, fault or omission to act on the part of Tenant, its agents, contractors, employees, or invitees. Tenant further indemnifies and agrees to hold Landlord harmless from and to defend Landlord against any and all claims arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or any of its agents, contractors, employees or invitees, and from and against all costs, attorneys’ fees, expenses and liabilities incurred as a result of any such claim or any action or proceeding brought thereon. Landlord shall not be liable to Tenant for any damage by or from any act or negligence of any co-tenant or other occupant of the Building, or by any owner or occupant of adjoining or contiguous property. Tenant agrees to pay for all damage to the Building Complex, and to tenants or occupants thereof, caused by Tenant’s misuse or neglect of the Premises or any portion of the Building Complex.

Neither Landlord nor its agents shall be liable for any damage, including resulting loss of use and additional expenses, to property entrusted to Landlord, its agents or employees, or the building manager, if any, nor for the loss or damage, including resulting loss of use and additional expenses, to any property by theft or otherwise, by any means whatsoever, nor for

any injury (including death) or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, or rain which may leak from any part of the Building Complex or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or from any other place, or resulting from dampness or any other cause whatsoever; provided, however, that nothing contained herein shall be construed to relieve Landlord from liability for any personal injury or property damage, including loss of use and additional reasonable expenses resulting from its gross negligence or that of its agents, servants or employees. Landlord or its agents shall not be liable for interference with the light, view or other incorporeal hereditaments. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building Complex, or of defects therein or in the fixtures or equipment. Neither Landlord nor its agents shall be liable for any loss, cost, damage, bodily injury (including death) or personal injury arising or resulting from the criminal activities of third persons.

In case any action or proceeding is brought against Landlord by reason of any obligation on Tenant’s part to be performed under the terms of this Lease, or arising from any act or negligence of Tenant, or of its agents or employees, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord.

12.	Insurance :

Tenant shall, during its occupancy of the Premises and during the entire term hereof, at its sole cost and expense, obtain, maintain and keep in full force and effect the following types and kinds of insurance:

(1)

Upon property of every description and kind owned by the Tenant and located in the Building Complex or for which the Tenant is legally liable or installed by or on behalf of the Tenant, including, without limitation, furniture, fittings, installations, alterations, additions, partitions, fixtures and anything in the nature of a leasehold improvement in an amount not less than the full replacement cost thereof, with a minimum coverage including sprinkler leakage (where applicable); and in the event that there shall be a dispute as to the amount which comprises full replacement cost, the decision of the Landlord or the mortgagees of the Landlord shall be conclusive.

(2)

Property damage and public liability insurance including personal liability, contractual liability, non-owned automotive liability, tenants’ legal liability for the full replacement costs of the Premises, and owners’ and contractors’ protective insurance coverage and a cross-liability clause with respect to the Premises and the Tenant’s use of any part of the Building Complex and which coverage shall include the business operations conducted by the Tenant and any other persons on the Premises. Such policies shall be written on a comprehensive basis with limits of not less than $1,000,000 with respect to injuries or death of one or more persons, and not less than $500,000.00 with respect to property damage and not less than $1,000,000 for any one occurrence and such higher limits as the Landlord or the mortgagees of the Landlord may reasonably require from time-to-time.

(3)

Any other form or forms of insurance as the Landlord or the mortgagees of the Landlord may reasonably require from time-to-time in form, in amounts and for insurance risks against which a prudent tenant would protect itself.

(4)

Business interruption insurance in such amounts as will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or to the Building as a result of such perils.

(5)

If Tenant performs any work on the Premises, prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in the state of Colorado, evidencing that workmen’s compensation and public liability insurance and property damage insurance, all in the amounts satisfactory to Landlord, are in force and effect and maintained by all contractors and subcontractors engaged by Tenant to perform such work.

All policies shall be taken out with insurers acceptable to the Landlord and in form satisfactory from time-to-time to the Landlord and shall name Landlord and any mortgagee of Landlord or holder of a deed of trust on the Building as an additional insured. The Tenant agrees that certificates of insurance, or, if required by the Landlord or the mortgagees of the Landlord, certified copies of each such insurance policies will be delivered to the Landlord as soon as practicable after the placing of the required insurance, but in no event later than ten (10) days after Tenant takes possession of all or any part of the Premises. All policies shall contain an undertaking by the insurers to notify the Landlord and the mortgagees of the Landlord in writing not less than thirty (30) days prior to any material change, cancellation or sooner termination thereof. The limits of such insurance shall not, under any circumstances, limit the liability of Tenant hereunder.

The Tenant covenants and agrees that in the event of damage or destruction to the leasehold improvements in the Premises covered by insurance as required to be taken out by the Tenant herein, and if the Landlord or Tenant do not terminate this Lease pursuant to Section 13, the Tenant will use the proceeds of such insurance for the purpose of repairing or restoring such leasehold improvements. In the event that Landlord or Tenant are entitled to terminate the Lease pursuant to Section 13, then if the Premises have also been damaged, Tenant shall pay to Landlord all of its insurance proceeds relative to the leasehold improvements.

All insurance required to be maintained by Tenant shall be primary to any insurance provided by Landlord. If Tenant obtains any general liability insurance policy on a claims-made basis, Tenant shall provide continuous liability coverage for claims arising during the entire term of this Lease, regardless of when such claims are made, either by obtaining an endorsement providing for an unlimited extended reporting period in the event such policy is canceled or not renewed for any reason whatsoever or by obtaining new coverage with a retroactive date the same as or earlier than the expiration date of the canceled or expired policy. The limits of such insurance shall not, under any circumstances, limit the liability of Tenant hereunder.

Landlord agrees to carry or cause to be carried during the term hereof public liability insurance on the Building Complex providing coverage of not less than One Million and No/100 Dollars ($1,000,000.00) for personal injury or death arising out of any one occurrence. Landlord also agrees to carry during the term hereof insurance for fire, extended coverage, vandalism and malicious mischief, insuring the Building Complex (excluding foundations, excavations and other non-insurable items) for the full insurable value thereof. Landlord may, but shall not be obligated to, take out and carry any other form or forms of insurance as it or the mortgagees of Landlord may reasonably determine to be advisable. Notwithstanding any contribution by Tenant to the cost of insurance premiums, as provided in Section 4, Tenant acknowledges that it has no right to receive any proceeds from any such insurance policies carried by Landlord, and that such insurance will be for the sole benefit of Landlord, with no coverage for Tenant for any risk insured against.

13.	Casualty and Restoration of Premises :

In the event that the Premises or the Building is damaged by fire or other insured casualty and insurance proceeds in an amount sufficient to repair the damages have been made available therefor by the holder or holders of any mortgages or deeds of trust encumbering the Building Complex, the damage shall be repaired by and at the expense of Landlord to the extent of such available insura

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