OFFICE BUILDING LEASE

Office Lease Agreement

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ELIZABETHEAN COURT ASSOCIATES | Officers, General Partners | TECH TEAM GLOBAL, INC | WESTMORELAND BUILDING CORPORATION

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Title: OFFICE BUILDING LEASE
Date: 3/16/2007
Industry: Computer Services Sector: Technology

OFFICE BUILDING LEASE, Parties: elizabethean court associates , officers general partners , tech team global inc , westmoreland building corporation

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Exhibit 10.8

OFFICE BUILDING LEASE

BETWEEN

ELIZABETHEAN COURT ASSOCIATES III

LIMITED PARTNERSHIP,

AS LANDLORD

AND

TECH TEAM GLOBAL, INC.,

AS TENANT

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TABLE OF CONTENTS

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1. SPECIFIC PROVISIONS ................................................. 1

1.1 PREMISES ...................................................... 1

Demised Premises .............................................. 1

Rentable Area ................................................. 1

Complex ....................................................... 1

Building ...................................................... 1

Address ....................................................... 1

1.2 LEASE DATES ................................................... 1

Lease Term .................................................... I

Base Year ..................................................... I

Fiscal Year ................................................... I

Lease Year .................................................... I

Calendar Year ................................................. 1

1.3 BASE ANNUAL RENT .............................................. 1

Initial Base Annual Rent ...................................... I

Percentage Factor ............................................. 2

1.4 INTENTIONALLY DELETED ......................................... 2

1.5 ADDITIONAL RENT ............................................... 2

Increases in Real Estate Taxes ................................ 2

Increases in Operating Expenses ............................... 2

1.6 SECURITY DEPOSIT .............................................. 2

1.7 STANDARD BUILDING OPERATING DAYS AND HOURS .................... 2

1.8 USE OF PREMISES ............................................... 2

1.9 ADDRESSES ..................................................... 2

Address For Notices To Tenant ................................. 2

Addresses For Notices To Landlord ............................. 2

Address For Payment Of Rent ................................... 2

1.10 SPECIAL PROVISIONS ............................................ 3

1.11 EXHIBITS TO LEASE ............................................. 3

2. RENT ................................................................ 3

2.1 BASE ANNUAL RENT .............................................. 3

Payment of Base Annual Rent ................................... 3

Escalation of Base Annual Rent ................................ 4

2.2 ADDITIONAL RENT ............................................... 4

Real Estate Taxes ............................................. 4

Operating Expenses ............................................ 4

2.3 ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS ..................... 6

Initial Additional Rent Adjustments ........................... 6

Annual Budget ................................................. 6

Additional Rent Reconciliations ............................... 7

Verification of Additional Rent ............................... 7

Fiscal Year ................................................... 7

Audit ......................................................... 7

2.4 RENT ADJUSTMENT LIMIT ......................................... 7

2.5 SURVIVAL OF RENT OBLIGATION ................................... 8

2.6 PRO RATA SHARE ................................................ 8

2.7 PRORATED RENT ................................................. 8

2.8 APPLICATION OF RENT ........................................... 8

2.9 LATE-PAYMENT FEE AND INTEREST CHARGE .......................... 8

2.10 OTHER TENANT COSTS AND EXPENSES ............................... 8

3. CONSTRUCTION OF PREMISES AND OCCUPANCY .............................. 8

3.1 AS-IS ......................................................... 8

3.2 POSSESSION .................................................... 8

3.3 PERMITS ....................................................... 9

4. SUBLETTING AND ASSIGNMENT ........................................... 9

4.1 CONSENT ....................................................... 9

4.2 RECAPTURE OF PREMISES ......................................... 10

4.3 EXCESS RENT AND OTHER CONSIDERATION ........................... 10

4.4 TENANT LIABILITY .............................................. 10

4.5 REASONABLE STANDARDS OF CONSENT ............................... 10

4.6 OTHER TRANSFERS ............................................... 11

4.7 REQUIRED INFORMATION .......................................... 11

4.8 FEES; DOCUMENTS ............................................... 11

4.9 RIGHTS ON DEFAULT ............................................. 12

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5. SERVICES AND UTILITIES .............................................. 12

5.1 BUILDING STANDARD SERVICES AND UTILITIES ...................... 12

5.2 OVERTIME SERVICES ............................................. 12

5.3 EXCESSIVE USAGE ............................................... 12

(a) Equipment Restrictions .................................... 12

(b) Excessive Electrical Usage ................................ 13

5.4 EXCESSIVE HEAT GENERATION ..................................... 13

5.5 BUILDING SECURITY ............................................. 13

5.6 ROOF AND AUXILIARY SPACES ..................................... 13

5.7 TRASH REMOVAL ................................................. 13

6. USE AND UPKEEP OF PREMISES .......................................... 13

6.1 USE ........................................................... 13

6.2 ILLEGAL AND PROHIBITED USES ................................... 14

6.3 INSURANCE RATING .............................................. 14

6.4 ALTERATIONS ................................................... 14

(a) Approval Required ......................................... 14

(b) Alteration Requirements ................................... 14

Property .................................................. 15

(d) Compliance with Laws ...................................... 15

(e) Removal of Alterations .................................... 16

6.5 MAINTENANCE BY LANDLORD ....................................... 16

(a) Landlord Repairs and Maintenance .......................... 16

(b) Use of Demised Premises by Landlord ....................... 16

6.6 SIGNS AND PUBLICATIONS ........................................ 16

6.7 EXCESSIVE FLOOR LOAD .......................................... 16

6.8 MOVING AND DELIVERIES ......................................... 17

(a) Prohibitions/Notices ...................................... 17

(b) Coordination with Landlord ................................ 17

6.9 RULES AND REGULATIONS ......................................... 17

6.10 TENANT MAINTENANCE AND CONDITION OF DEMISED PREMISES UPON

SURRENDER ..................................................... 17

6.11 TENANT PROPERTY AND LEASEHOLD IMPROVEMENTS .................... 17

6.12 LANDLORD'S RIGHT TO PERFORM TENANT'S DUTIES ................... 18

6.13 MEDICAL WASTE ................................................. 18

7. ACCESS .............................................................. 18

7.1 LANDLORD'S ACCESS ............................................. 18

7.2 RESTRICTED ACCESS ............................................. 18

7.3 TENANT'S ACCESS ............................................... 18

8. LIABILITY ........................................................... 18

8.1 TENANT'S PROPERTY ............................................. 18

8.2 CRIMINAL ACTS OF THIRD PARTIES ................................ 19

8.3 PUBLIC LIABILITY .............................................. 19

8.4 CONSTRUCTION ON CONTIGUOUS PROPERTY ........................... 19

8.5 TENANT INSURANCE .............................................. 19

(a) Liability Insurance ....................................... 19

(b) Fire and Casualty Insurance ............................... 19

(d) Policy Requirements ....................................... 20

(e) No Limitation of Liability ................................ 20

(f) Waiver of Subrogation ..................................... 20

(g) Business Interruption ..................................... 20

8.6 INCIDENT REPORTS .............................................. 20

9. DAMAGE .............................................................. 20

9.1 INTENTIONALLY DELETED ......................................... 20

9.2 FIRE OR CASUALTY DAMAGE ....................................... 20

9.3 UNTENANTABILITY ............................................... 21

(a) Restoration Requirements .................................. 21

(b) Casualty Near Expiration of Lease Term .................... 21

10. CONDEMNATION ........................................................ 22

10.1 LANDLORD'S RIGHT TO AWARD ..................................... 22

10.2 TENANT'S RIGHT TO FILE CLAIM .................................. 22

11. BANKRUPTCY .......................................................... 22

11.1 EVENTS OF BANKRUPTCY .......................................... 22

11.2 LANDLORD'S REMEDIES ........................................... 22

(a) Termination of Lease....................................... 22

(b) Suit for Possession ....................................... 23

(d) Assumption or Assignment by Trustee ....................... 23

(e) Adequate Assurance of Future Performance .................. 23

(f) Failure to Provide Adequate Assurance ..................... 23

11.3 GUARANTORS .................................................... 23

11.4 DAMAGES ....................................................... 23

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12. DEFAULTS AND REMEDIES ............................................... 24

12.1 DEFAULT ....................................................... 24

12.2 REMEDIES ...................................................... 24

12.3 LANDLORD'S RIGHT TO RELET ..................................... 25

12.4 RECOVERY OR DAMAGES ........................................... 25

(a) Quantification of Damages ................................. 25

(b) Non-Exclusive Rights ...................................... 26

12.5 WAIVER ........................................................ 26

12.6 ANTICIPATORY REPUDIATION ...................................... 26

(a) Repudiation Prior to Commencement Date .................... 26

(b) Repudiation of Any Obligation of Tenant During Lease

Term ...................................................... 26

12.7 TENANT ABANDONMENT OF DEMISED PREMISES ........................ 27

(a) Abandonment ............................................... 27

(b) Landlord Right to Enter and to Relet ...................... 27

12.8 TENANT'S PROPERTY ............................................. 27

12.9 LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY ..................... 27

12.10 INJUNCTIVE RELIEF ............................................. 27

12.11 INDEPENDENT COVENANTS ......................................... 28

12.12 WAIVER OF REDEMPTION .......................................... 28

12.13 ATTORNEYS' FEES ............................................... 28

13. SUBORDINATION ....................................................... 28

13.1 SUBORDINATION ................................................. 28

13.2 ESTOPPEL CERTIFICATES ......................................... 28

13.3 ATTORNMENT .................................................... 29

13.4 MORTGAGEE RIGHTS .............................................. 29

(a) Mortgagee Requirements .................................... 29

(b) Notices to Mortgagee ...................................... 29

14. TENANT'S HOLDOVER ................................................... 30

14.1 WITH LANDLORD CONSENT ......................................... 30

14.2 WITHOUT LANDLORD CONSENT ...................................... 30

15. SECURITY DEPOSIT .................................................... 30

16. QUIET ENJOYMENT ..................................................... 31

17. SUCCESSORS .......................................................... 31

18. WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS ..................... 31

19. LIMITATION OF LANDLORD'S LIABILITY NOTICE ........................... 31

19.1 LANDLORD'S CONSENT ............................................ 31

19.2 INDIVIDUAL LIABILITY .......................................... 31

19.3 NOTICE IN EVENT OF LANDLORD'S DEFAULT ......................... 32

20. AUTHORITY ........................................................... 32

21. TENANT'S RESPONSIBILITY REGARDING HAZARDOUS SUBSTANCES .............. 32

21.1 HAZARDOUS SUBSTANCES .......................................... 32

21.2 TENANT'S RESTRICTIONS ......................................... 32

(a) Violations ................................................ 32

(b) Use ....................................................... 32

21.3 AFFIRMATIVE OBLIGATIONS ....................................... 33

(a) Compliance with Laws ...................................... 33

(b) Clean-Up Plans ............................................ 33

21.4 TENANT'S INDEMNITY ............................................ 33

21.5 SURVIVAL OF OBLIGATIONS ....................................... 33

22. JOINT AND SEVERAL LIABILITY ......................................... 33

23. DEFINITIONS ......................................................... 34

23.1 PRONOUNS ...................................................... 34

23.2 DEMISED PREMISES .............................................. 34

23.3 LEASE TERM .................................................... 34

23.4 TENANT'S PROPERTY ............................................. 34

23.5 LEASEHOLD IMPROVEMENTS ........................................ 34

24. NOTICE TO PARTIES ................................................... 34

24.1 ADDRESSES FOR NOTICES ......................................... 34

24.2 EFFECTIVE DATE OF NOTICE ...................................... 34

25. NOTICE TO MORTGAGEES ................................................ 34

26. SPECIAL PROVISIONS; EXHIBITS; RENOVATION ............................ 34

26.1 INCORPORATION IN LEASE ........................................ 34

26.2 CONFLICTS ..................................................... 34

27. CAPTIONS ............................................................ 35

28. ENTIRE AGREEMENT; MODIFICATION ...................................... 35

29. GOVERNING LAW; SEVERABILITY; RENOVATION ............................. 35

30. BINDING EFFECT OF LEASE ............................................. 35

31. FORCE MAJEURE ....................................................... 35

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32. RECORDATION ......................................................... 35

33. TIME OF ESSENCE ..................................................... 35

34. BROKERS ............................................................. 36

35. RELATIONSHIP OF LANDLORD AND TENANT ................................. 36

36. FINANCIAL STATEMENTS ................................................ 36

37. LENDER'S APPROVAL ................................................... 36

38. COUNTERPARTS ........................................................ 36

39. RENEWAL OPTION ...................................................... 36

40. RIGHT OF FIRST OFFER ................................................ 36

41. REMOVAL OF DATA AND TELECOMMUNICATIONS WIRES ........................ 37

42. EXISTING LEASE ...................................................... 38

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EXHIBITS TO LEASE:

Exhibit A - Floor Plan

Exhibit B - Building Rules and Regulations

Exhibit C - Cleaning Specifications

Exhibit D - Certificate of Commencement

Exhibit E - Intentionally Deleted

Exhibit F - Work Agreement

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This Lease, made this 18th day of May, 2006, between ELIZABETHEAN COURT

ASSOCIATES III LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter

referred to as "Landlord"), and TECHTEAM GLOBAL, INC. (hereinafter referred to

as "Tenant").

Landlord, for and in consideration of the covenants and agreements set

forth hereinafter, leases to Tenant, and Tenant leases from Landlord, the

premises described, for the use set forth and for the term and at the rent

reserved herein.

1. SPECIFIC PROVISIONS

1.1 PREMISES

(A) DEMISED PREMISES: Suite 450

(B) RENTABLE AREA: Approximately 5,428 square feet, as measured in

accordance with the provisions of ANSI/BOMA

Z65.1 1996, Standard Method for Measuring Floor

Area in Office Buildings.

as Rock Spring Park, of which the Building is a

part.

(D) BUILDING: The Westmoreland Building

(E) ADDRESS: 6430 Rockledge Drive

Bethesda, Maryland 20817

1.2 LEASE DATES

(A) LEASE TERM: The term of this Lease ("Lease Term") shall be

seven (7) "Lease Years" (as defined below) and

four (4) months, commencing on the earlier to

occur of July 1, 2006, or the date the

"Leasehold Improvement" (as defined in Exhibit

F) are substantially complete (the earlier to

occur of such dates shall hereinafter be

referred to as the "Commencement Date"), and

expiring on the date which occurs seven (7)

Lease Years and four (4) months thereafter,

both dates inclusive, unless sooner terminated

in accordance with the provisions of this

Lease.

(B) BASE YEAR: Base Year shall be defined as the period

commencing on January 1, 2006 and ending on

December 31, 2006.

period, or portion thereof, included within the

Lease Term commencing on January 1, 2006 and

ending on December 31, 2006.

(D) LEASE YEAR: The first Lease Year shall commence on the

Commencement Date and shall terminate at 11:59

p.m. on the last day of the twelfth full

calendar month thereafter. All subsequent Lease

Years shall be for twelve calendar months,

except that the last Lease Year shall terminate

on the date this Lease expires or is terminated

in accordance with the provisions hereof.

(E) CALENDAR YEAR: Calendar Year (sometimes appearing as `calendar

year') shall be defined as each annual period

from January 1 through the immediately

following December 31.

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1.3 BASE ANNUAL RENT

(A) INITIAL BASE ANNUAL RENT: One Hundred Forty-Nine Thousand Two

Hundred Seventy and 00/100 Dollars ($149,270.00), payable in equal monthly

installments of Twelve Thousand Four Hundred Thirty-Nine and 17/100 Dollars

($$12,439.17), hereinafter referred to as "base monthly rent", for the first

Lease Year.

(B) PERCENTAGE FACTOR: Three percent (3%).

to abate and forgive the first four (4) full monthly installments of base

monthly rent that are payable under the Lease.

1.4 INTENTIONALLY DELETED

1.5 ADDITIONAL RENT

Additional Rent shall be payable by Tenant in accordance with Section

2, commencing on the first day of the second (2nd) Lease Year, consisting of

each of the following:

(A) INCREASES IN REAL ESTATE TAXES: Tenant's pro rata share, equal to

4.27% of the amount of Real Estate Taxes in excess of the Base Year Real Estate

Taxes.

(B) INCREASES IN OPERATING EXPENSES: Tenant's pro rata share, equal to

4.27% of the amount of Operating Expenses in excess of the Base Year Operating

Expenses.

1.6 SECURITY DEPOSIT

$12,439.17

1.7 STANDARD BUILDING OPERATING DAYS AND HOURS

8:00 A.M. to 6:00 P.M. Monday - Friday

8:00 A.M. to 1:00 P.M. Saturday

1.8 USE OF PREMISES

General Office Use

1.9 ADDRESSES

(A) ADDRESS FOR NOTICES TO TENANT

Tech Team Global, Inc.

6430 Rockledge Drive

Suite 450

Bethesda, Maryland 20817

(B) ADDRESSES FOR NOTICES TO LANDLORD

Elizabethean Court Associates III Limited Partnership

c/o Charles E. Smith Commercial Realty

2345 Crystal Drive

Arlington, VA 22202

With a copy to:

Elizabethean Court Associates III Limited Partnership

c/o Rock Spring Properties

6500 Rock Spring Drive, Suite 600

Bethesda, Maryland 20817

Elizabethean Court Associates III Limited Partnership

c/o Charles E Smith Commercial Realty

Department Number 529

Washington, DC 20073-0529

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1.10 SPECIAL PROVISIONS

Section 39 Renewal Option

Section 40 Right of First Offer

Section 41 Removal of Data and Telecommunications Wires

Section 42 Existing Lease

1.11 EXHIBITS TO LEASE

Exhibit A - Floor Plan

Exhibit B - Building Rules and Regulations

Exhibit C - Cleaning Specifications

Exhibit D - Certificate of Commencement

Exhibit E - Intentionally Deleted

Exhibit F - Work Agreement

IN WITNESS WHEREOF, Landlord has caused this Lease, composed of Specific

Provisions, General Provisions, Special Provisions and Exhibits, to be signed

and sealed by one or more of its Officers, General Partners, Trustees, or

Agents, and Tenant has caused this Lease, as described above, to be signed in

its corporate name by its duly authorized officer and its corporate seal to be

hereto affixed and duly attested by its Secretary.

LANDLORD:

WITNESS: ELIZABETHEAN COURT ASSOCIATES III

LIMITED PARTNERSHIP, a Maryland limited

partnership

By: /s/ Latissa Bell

--------------------------------- By: WESTMORELAND BUILDING CORPORATION,

General Partner

ATTEST: By: /s/ Charles A. Camalier

------------------------------------

Name: Charles A. Camalier

/s/ Michael A. Sosin Title:

------------------------------------- ---------------------------------

TENANT:

TECHTEAM GLOBAL, INC.

/s/ LW Granger

----------------------------------------

Name: LW Granger

Title: COO

GENERAL PROVISIONS

2. RENT

2.1 BASE ANNUAL RENT.

(A) PAYMENT OF BASE ANNUAL RENT. Tenant shall pay the first monthly

installment of Base Annual Rent specified in Section 1.3 upon execution of this

Lease. After the Commencement Date, Tenant shall pay the remaining monthly

installments of Base Annual Rent in advance without deduction, demand, right of

set-off or recoupment, in immediately available funds, on the first day of each

and every calendar month throughout the entire Lease Term specified in Section

1.2(a), to Charles E. Smith Real Estate Services L.P. ("Landlord's Agent"), by

electronic funds transfer if requested by Landlord, or otherwise at the address

specified in Section 1.9(b), or to such other person or at such other place as

Landlord may hereafter designate in writing.

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(B) ESCALATION OF BASE ANNUAL RENT. Commencing on the first

anniversary date of the Commencement Date and continuing on each subsequent

anniversary thereof, the Base Annual Rent shall be increased by the Percentage

Factor stipulated in Section 1.3(b) times the Base Annual Rent payable for the

preceding Lease Year (all of which shall be calculated without giving effect to

any waiver of rent or rent credit otherwise provided to Tenant). The escalated

Base Annual Rent so determined shall be the "Base Annual Rent" for all purposes

of this Lease, including the calculation of the increase in Base Annual Rent for

the subsequent Lease Year.

2.2 ADDITIONAL RENT. Commencing on the date set forth in Section 1.5 and

continuing throughout the Lease Term, Tenant shall pay as Additional Rent

Tenant's pro rata share of any (i) Real Estate Taxes and (ii) Operating

Expenses, in excess of the (i) Real Estate Taxes and (ii) Operating Expenses,

respectively, payable by Landlord in the Base Year. Additional Rent shall be

determined as follows:

(A) REAL ESTATE TAXES. Tenant shall pay Tenant's pro rata share, as

defined in Section 1.5(a), of any Real Estate Taxes paid during each Fiscal Year

falling entirely or partly within the Lease Term, in excess of the amount of

Real Estate Taxes paid during the Base Year.

(i) The term "Real Estate Taxes" shall mean (1) all taxes,

assessments (including all assessments for public improvements or benefits,

whether or not commenced or completed prior to the date hereof and whether or

not to be completed within the Lease Term), water, sewer, transportation or

other excises, levies, license fees, permit fees, impact fees, inspection fees,

and other authorization fees and other similar charges, in each case whether

general or special, levied or assessed, ordinary or extraordinary, foreseen or

unforeseen, of every character (including all interest and penalties thereon),

which at any time during or in respect of the Lease Term, may, by any

governmental or taxing authority, be assessed, levied, confirmed, or imposed on

or in respect of, or be a lien upon, the land and the building improvements of

which the Demised Premises are a part, and on any land and/or improvements now

or hereafter owned by Landlord and/or others that provide the Complex or

locality or the Demised Premises with other services, programs, amenities or

common facilities, together with (2) any other tax now or hereafter imposed on

real estate or on owners of real estate generally, including taxes imposed on

leasehold improvements which are assessed against the Landlord and taxes upon or

with respect to any activity conducted on the land and improvements of which the

Demised Premises are a part, upon this Lease or any rent reserved or payable

hereunder, upon the revenues or receipts from the land and improvements of which

the Demised Premises are a part, or upon the use or occupancy thereof, and (3)

to the extent the following taxes are in lieu of or a substitute for any other

taxes which are, or would be, payable by Landlord as Real Estate Taxes, (a) any

income, excess profits, or other taxes of Tenant determined on the basis of its

income, receipts, or revenues, (b) any estate, inheritance, succession, gift,

capital levy, or similar tax of Tenant, (c) any franchise, capital stock, or

similar taxes of Landlord and (d) any income, excess profits, or other taxes of

Landlord determined on the basis of its income or revenue derived pursuant to

this Lease. Real Estate Taxes shall also include all costs incurred by Landlord

in contesting the validity or amount of any such taxes.

(ii) If Real Estate Taxes paid during the Base Year are

subsequently reduced by any application or proceeding brought by or on behalf of

Landlord for reduction in the amount of Real Estate Taxes payable by Landlord,

the Real Estate Taxes deemed to have been paid during the Base Year shall be

decreased and Landlord may promptly bill Tenant for the Additional Rent not

previously paid by Tenant for any Fiscal Year during the Lease Term, based upon

the reduced amount of Real Estate Taxes deemed paid the Base Year.

(iii) Intentionally Deleted.

(iv) In addition to the pro rata share of any increase in Real

Estate Taxes to be paid by Tenant pursuant to Sections 2.2(a)(i), and (ii)

above, Tenant shall reimburse Landlord upon demand for any and all taxes

required to be paid by Landlord upon, measured by, or reasonably attributable to

the cost or value of Tenant's Property or by the cost or value of any Leasehold

Improvements made in or to the Demised Premises by or for Tenant, regardless of

whether title to such Leasehold Improvements shall be in Tenant or Landlord, and

for all taxes required to be paid by Landlord upon, measured by, or reasonably

attributable to or with respect to the possession, leasing, operation,

management, maintenance, alteration, repair, use or occupancy by Tenant of the

Demised Premises or any portion thereof to the extent such taxes are not

included in Real Estate Taxes.

(B) OPERATING EXPENSES. Tenant shall pay Tenant's pro rata share, as

indicated in Section 1.5(b), of any Operating Expenses paid during each Fiscal

Year falling entirely or partly within the Lease Term, in excess of the

Operating Expenses paid during the Base Year.

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(i) The term "Operating Expenses" shall mean any and all expenses

of Landlord in connection with the servicing, insuring, operation, maintenance,

replacement and repair of the Building and related interior and exterior

appurtenances of which the Demised Premises are a part, or for health, welfare

or safety; expenses, if any, of Landlord either alone or in conjunction with

others to maintain common facilities, amenities, programs and services required

or approved by jurisdictional authorities for the Building, the building site,

the Complex or the locality in which the Complex is situated; transportation

district fees, parking district fees, traffic mitigation fees, and the cost of

other amenities required by law; costs and fees charged and/or assessed in

connection with any improvement district that is applicable to the Building; the

cost of any services to achieve a reduction of, or to minimize the increase in,

Operating Expenses or Real Estate Taxes; management fees; vault rentals;

business license, personal property and other taxes; capital expenditures and

other costs of Landlord for equipment or systems installed to reduce or minimize

increases in Operating Expenses or to comply with any governmental or

quasi-governmental ordinance or requirement (at the option of Landlord, such

costs, with interest, may be recovered from Tenant in installments simultaneous

with the payment of monthly installments of Base Annual Rent in accordance with

a cost repayment schedule based on the useful life of such equipment or

systems). At the sole discretion of Landlord, certain of these expenses may be

equitably apportioned among two or more buildings in the Complex.

Notwithstanding anything herein to the contrary, the preceding list is for

definitional purposes only and shall not impose any obligation upon Landlord to

incur such expenses or provide such services.

(ii) The term "Operating Expenses" shall not include any of the

following, except to the extent that such costs and expenses are specifically

included in Operating Expenses as described in Section 2.2(b)(i) above: capital

expenditures and depreciation of the Building; painting and decorating of tenant

space; interest and amortization of mortgages; ground rent; compensation paid to

officers or executives of Landlord; taxes as measured by the net income of

Landlord from the operation of the Building; insurance reimbursements of

Operating Expenses to Landlord; Real Estate Taxes; brokerage commissions; and

marketing expenses. Notwithstanding the foregoing, the term "Operating Expenses"

shall not include:

(1) all costs and expenses, including any labor costs,

charges, repairs, improvements or expenses directly or indirectly related to the

ownership or operation of the rentable area of any parking garage in the

Building;

(2) wages, salaries, fees and fringe benefits paid to

employees of any property management organization being paid a fee by Landlord

for its services or administrative and executive personnel or officers,

partners, shareholders, or directors of Landlord or of Landlord's managing agent

above the grade of property manager;

(3) costs of decorating, redecorating, or special cleaning

or other services not provided on a regular basis to tenants of the Building;

(4) except as provided above, the cost of alterations,

renovations or improvements for rentable space in the Building;

(5) except as provided above, loan payments, charges for

depreciation of the Building or equipment and any interest or other financing

charge or refinancing costs;

(6) all costs relating to activities for the solicitation

and execution of leases of space in the Building, including finder's fees,

computer advertising charges, legal fees, real estate brokers' commissions,

expenses, fees, and advertising, moving expenses, design fees, rental

concessions, rental credits, tenant improvement allowances, and lease

assumptions;

(7) the cost of any repair made by Landlord because of any

fire or other casualty or the total or partial destruction or condemnation of

the Building or any portion of the Building to the extent Landlord receives

compensation therefor through insurance or condemnation proceeds;

(8) any cost for which Landlord is reimbursed (but only to

the extent of the actual reimbursement) by insurance proceeds, warranties,

service contracts or condemnation proceeds;

(9) any operating expense representing an amount paid to a

related corporation, entity, or person which is in excess of the amount which

would be paid in the absence of such relationship; or any amounts paid to any

person, firm or corporation related to or otherwise affiliated with Landlord or

any general partner, officer, director or shareholder of Landlord or any of the

foregoing, to the extent the same exceeds arms-length competitive prices paid in

Washington, D.C. for similar services or goods provided;

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(10) the cost of overtime to Landlord in curing its

defaults;

(11) ground rent;

(12) costs and expenses incurred in connection with any

transfer of an interest in the Building or the land;

(13) reserves for repairs, maintenance and replacements;

(14) costs relating to maintaining Landlord's existence,

either as a corporation, partnership or other entity, such as trustee's fees,

accounting fees to prepare the partnership's tax returns, annual fees,

partnership organization or administration expenses, deed recordation expenses,

legal and accounting fees (other than with respect to Building operations);

(15) interest or penalties arising by reason of Landlord's

failure to timely pay any Real Estate Taxes or Operating Expenses;

(16) acquisition of "Fine Art";

(17) legal fees incurred in the negotiation of leases with

other Building tenants or in litigation with other Building tenants;

(18) costs or expenses incurred in connection with any

bankruptcy proceedings; and

(19) mortgage refinancing costs, including transfer and

recordation taxes and fees, attorneys' fees, title insurance premiums, and

recording costs.

(iii) In the event that the Building and all land and

improvements upon which Operating Expenses are calculated or may be calculated

pursuant to Section 2.2(b)(i) above were not fully complete and operational, and

at least ninety-five percent (95%) occupied during any fiscal year, including

the Base Year, or if any tenant is separately paying for services or utilities

furnished to its premises or is provided with fewer services than customarily

provided for tenants of general office space in the Building, then Operating

Expenses paid during such Fiscal Year or portion thereof (including the Base

Year) shall be adjusted, to include all additional expenses, as estimated by

Landlord applying commercially reasonable accounting procedures, so that

Tenant's share of Operating Expenses is the amount which Tenant would bear if

the Building were ninety-five percent (95%) occupied by tenants and all land and

improvements upon which Operating Expenses are calculated or may be calculated

pursuant to Section 2.2(b)(i) above were fully complete and operational during

the entire such Fiscal Year using services and utilities customarily provided

for general office use.

2.3 ADDITIONAL RENT ESTIMATES AND ADJUSTMENTS.

(A) INITIAL ADDITIONAL RENT ADJUSTMENTS. Landlord at its option may

submit to Tenant prior to the date set forth in Section 1.5 a statement of

Landlord's reasonable estimate of the increases described in Sections 2.2(a) and

(b) above, together with the amount of Tenant's Additional Rent which is

estimated to result from such increases, in which event Tenant shall pay such

estimated Additional Rent to Landlord in equal monthly installments beginning on

the date set forth in Section 1.5, on the dates and in the manner required for

the payment of Tenant's monthly installments of Base Annual Rent.

(B) ANNUAL BUDGET. Subsequent to the Calendar Year in which Tenant's

obligation to pay each component of Additional Rent pursuant to Section 2.2

commences, Tenant shall thereafter pay each such component of Additional Rent in

twelve equal monthly installments based upon Landlord's estimates. In order to

provide for the current monthly payment of each component of Additional Rent

described herein, Landlord shall submit to Tenant a statement of Landlord's

reasonable estimate of the increases described in Section 2.2 above, together

with the amount of Tenant's Additional Rent which is estimated to result from

such increases. Tenant agrees to pay each such estimated component of Additional

Rent to Landlord in twelve equal installments beginning on January 1, on the

dates and in the manner required for the payment of Tenant's monthly

installments of Base Annual Rent.

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Year, Landlord will submit to Tenant a statement of the actual increases in Real

Estate Taxes and Operating Expenses paid during the Fiscal Year which ended

during such Calendar Year over the Real Estate Taxes and Operating Expenses

which were paid during the Base Year, respectively. Such statement shall also

indicate the amount of Tenant's excess payment or underpayment of Additional

Rent based on Landlord's estimate described in Sections 2.3(a) and 2.3(b). If

Additional Rent paid by Tenant during the preceding Calendar Year shall be in

excess of, or less than, the aggregate of its share of the actual increase in

Real Estate Taxes and Operating Expenses, Landlord and Tenant agree to make the

appropriate adjustment following the submission of Landlord's statement, Tenant

shall either pay any Additional Rent due with the installment of Base Annual

Rent due for the month following submission of Landlord's statement, or pay any

Additional Rent due within thirty (30) days if the Lease Term has expired or has

otherwise been terminated. Tenant shall deduct its excess payment, if any, from

the installment of Base Annual Rent due for the month following submission of

Landlord's statement, or following the expiration or earlier termination of the

Lease Term, Tenant shall be reimbursed for any excess payments made, less any

amounts then due Landlord under this Lease, upon demand.

(D) VERIFICATION OF ADDITIONAL RENT. Unless Tenant asserts specific

errors within forty-five (45) days after Landlord has' submitted the audited

financial statement for a Fiscal Year to Tenant, Tenant shall have no right. to

contest the amount of Tenant's pro rata share of Real Estate Taxes and/or

Operating Expenses or the statement submitted by Landlord. No such assertion of

error by Tenant shall extend the time for payments as set forth in Sections 2.2

and 2.3 above. If Tenant has given a timely assertion of error and if it shall

be determined by Landlord there is an error in Landlord's statement, Tenant

shall be entitled to a credit for any overpayment, which shall be applied to any

sums then due Landlord under this Lease and then to the next installment(s) of

Additional Rent until fully credited for the overpayment, or refunded if Tenant

has vacated the Demised Premises, or Tenant shall be billed for any underpayment

and shall remit any amount owing to Landlord within ten (10) business days of

Tenant's receipt of such statement.

(E) FISCAL YEAR. Landlord shall have the right to change its Fiscal

Year from time to time. If Landlord changes its Fiscal Year during the Lease

Term, thereby creating a Fiscal Year with fewer than twelve (12) months

(hereinafter "short year"), the Real Estate Taxes and Operating Expenses for the

short year shall be determined on an annualized basis by taking the monthly

average of the actual Real Estate Taxes and Operating Expenses, respectively,

and multiplying each by twelve. The amounts determined by this method shall be

used in determining the increases described in Sections 2.2(a) and 2.2(b) for

the short year.

(F) AUDIT. Landlord shall, upon Tenant's written request which shall

be made no later than ninety (90) days after receipt of Landlord's detailed

statement of the actual increase incurred in Operating Expenses pursuant to

Sections 2.3(c), permit Tenant's certified public accountant to inspect such of

its records as are reasonably necessary to certify that the calculation of

increases in Operating Expenses set forth in such statement was made in

accordance with the applicable provisions of this Lease; provided, however, that

Tenant shall not be entitled to delay any payment under this Lease during the

pendency of any such inspection. Despite the foregoing, as an express condition

of Tenant's certified public accountant conducting such inspection, Tenant and

Tenant's certified public accountant shall certify in writing to Landlord that

such certified public accountant (i) is being compensated by Tenant on an hourly

basis to conduct such audit, and (ii) is not being compensated, in whole or in

part, on a contingency basis or a percentage of savings basis. Tenant shall bear

all costs of any such inspection. Tenant shall keep the results of any such

audit confidential, except to the extent (x) reasonably required to be revealed

in any legal action between Landlord and Tenant relating to operating expenses,

or (y) as may be required by law. Despite the foregoing, in the event it is

determined that Landlord has overstated the (i) increase in Operating Expenses

that is payable by Tenant during any calendar year, Landlord shall, within

thirty (30) days thereafter, refund such overpayment to Tenant, and (ii)

Operating Expenses of the Building during any calendar year by more than five

percent (5%), Landlord shall reimburse Tenant for its actual out-of-pocket cost

of conducting such audit, provided in no event shall such reimbursement exceed

the sum of One Thousand Five Hundred and 001100 Dollars ($1,500.00). Tenant

shall pay Landlord, on demand and as Additional Rent, Landlord's invoice for:

(a) the photocopying of documents; (b) the retrieval of documents from

Landlord's storage archives; (c) the time spent by Landlord's employees in

supervising, coordinating, and cooperating with the inspection; and (d) any

other expenses of Landlord incidental to the inspection.

2.4 RENT ADJUSTMENT LIMIT. Notwithstanding any deductions from or

adjustments to Base Annual Rent and Additional Rent as provided for above, in no

event shall the total monthly installment of Base Annual Rent and Additional

Rent to be paid by Tenant in any month during the Lease Term or any extension

thereof be less than the monthly installment of Base Annual Rent stipulated in

Section 1.3, except as required as the result of the Landlord's application of a

credit due to Tenant pursuant to Section 2.3(c).

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2.5 SURVIVAL OF RENT OBLIGATION. The obligation of Tenant with respect to

payment of Base Annual Rent, as defined in Section 2.1, and Additional Rent as

defined in Sections 2.2 and 2.10, together with all other sums due hereunder,

accrued and unpaid during the Lease Term, shall survive the expiration or

earlier termination of this Lease.

2.6 PRO RATA SHARE. Tenant's "pro rata share" stipulated in Sections 1.5(a)

and 1.5(b) represent the ratio that the total rentable area of the Demised

Premises bears to the total rentable area of office space contained in the

Building. In the event of any dispute as to the Tenant's "pro rata share",

certification of the "pro rata share" by Landlord's architect (which

certification shall include the architect's methodology and measurement) shall

be binding on both Landlord and Tenant. Tenant's "pro rata share" shall be

modified during the Lease Term in the event the rentable area of the Building is

modified.

2.7 PRORATED RENT. Any Base Annual Rent or Additional Rent payable pursuant

to Sections 2.1 and 2.2 for one or more full calendar months in a partial Fiscal

Year at the beginning or end of the Lease Term shall be prorated based upon the

number of months in the Fiscal Year. Any Base Annual Rent or Additional Rent

payable pursuant to Sections 2.1 and 2.2 for a portion of a calendar month shall

be prorated based upon the number of days in the applicable calendar month.

2.8 APPLICATION OF RENT. No payment by Tenant or receipt by Landlord of

lesser amounts of Base Annual Rent or Additional Rent than those required by

this Lease shall be deemed to be other than on account of the earliest unpaid

stipulated Base Annual Rent or Additional Rent. No endorsement or statement on

any check or any letter accompanying any check or payment as Base Annual Rent or

Additional Rent shall be deemed an accord and satisfaction, and Landlord may

accept such check or payment without prejudice to Landlord's right to recover

the balance of such Base Annual Rent and Additional Rent or pursue any other

remedy provided in this Lease. Any credit due to Tenant hereunder by reason of

overpayment of Base Annual Rent or Additional Rent shall first be applied to any

Base Annual Rent, Additional Rent or other sums owed to Landlord by Tenant as

set forth elsewhere in this Lease or if Tenant shall be in default when said

credit shall be owed.

2.9 LATE-PAYMENT FEE AND INTEREST CHARGE. In the event any installment of

Base Annual Rent or Additional Rent due hereunder is not paid within five (5)

calendar days after it is due, then Tenant shall also pay to Landlord as

Additional Rent (a) a late payment fee equal to five percent (5 %) of the

payment as liquidated damages for the additional administrative costs incurred

by Landlord as a result of such late payments, plus (b) an interest charge

calculated at the rate of fifteen percent (15%) per annum on the delinquent

payment from the date due until paid. Despite the foregoing, Landlord shall

waive such interest and late charge on the first (1st) occasion during any

twelve (12) month period in which Tenant does not timely pay Base Annual Rent or

Additional Rent, provided that Tenant pays such installment of Base Annual Rent

or Additional Rent to Landlord within five (5) days after the date Tenant

receives notice that such amount is past due. If Landlord receives from Tenant

(i) a returned or "bounced" check, Tenant shall pay Landlord a fee of Fifty

Dollars ($50.00) to reimburse Landlord for its administrative costs, and (ii)

two (2) or more returned or "bounced" checks in any twelve (12) month period,

Landlord may require all future rent to be paid by cashier's or certified check.

2.10 OTHER TENANT COSTS AND EXPENSES,. All costs and expenses which Tenant

assumes or agrees to pay to Landlord pursuant to this Lease, including without

limitation costs of construction and alterations, shall be deemed Additional

Rent, whether or not the same is specifically designated herein as Additional

Rent, and, in the event of nonpayment thereof, Landlord shall have all the

rights and remedies herein provided for the nonpayment of Base Annual Rent and

Additional Rent payable pursuant to Sections 2.1 and 2.2, including assessment

of late payment fees and interest charges.

3. CONSTRUCTION OF PREMISES AND OCCUPANCY

3.1 AS-IS. Landlord hereby leases to Tenant, and Tenant hereby leases from

Landlord, the Demised Premises in its as-is condition.

3.2 POSSESSION. If Landlord shall be unable to tender possession of the

Demised Premises on the Commencement Date set forth in Section 1.2 by reason of:

(a) the fact that the Demised Premises are located in a building being

constructed and which has not been sufficiently completed to make the Demised

Premises ready for occupancy; (b) the holding over or retention of possession of

any tenant or occupant; (c) the Construction Improvements have not been

substantially completed; or (d) for any other reason beyond the control of

Landlord, Landlord shall not be subject to any liability for the failure to

tender possession on said date. No such failure to tender possession on the

Commencement Date set forth in Section 1.2 shall in any

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other respect affect the validity of this Lease or the obligations of Tenant

hereunder, nor shall same be construed to extend the termination date of this

Lease set forth in Section 1.2. In the event the actual Commencement Date does

not occur within one (1) year of the date this Lease is fully executed and

delivered by Landlord and Tenant, then Landlord, without further liability to

Tenant, shall have the right to terminate this Lease upon thirty (30) days prior

written notice to Tenant. If permission is given to Tenant to enter into

possession of the Demised Premises prior to the date specified as the

Commencement Date, Tenant covenants and agrees that such occupancy shall be

deemed to be subject to all of the terms, covenants, conditions and provisions

of this Lease, and that Tenant shall be responsible for payment of Base Annual

Rent, in advance, at the rate of 1/30th of the base monthly rent set forth in

Section 1.3 for each day of such occupancy prior to the Commencement Date, and

Additional Rent set forth in Section 1.5 shall begin to accrue on such date of

possession. Within fifteen (15) days after the Commencement Date, Tenant shall

execute the Certificate of Commencement in the form attached as Exhibit D

hereto.

3.3 PERMITS. Tenant shall be responsible for obtaining at its sole cost and

expense the construction permits for any work or improvements constructed by

Tenant or its contractors in the Demised Premises. Tenant shall be responsible

for obtaining at its own cost and expense, any required occupancy permit. Tenant

shall be responsible for obtaining any other permits or licenses necessary for

its lawful occupancy of the Demised Premises.

4. SUBLETTING AND ASSIGNMENT

4.1 CONSENT. Tenant will not sublet the Demised Premises or any part

thereof or transfer possession or occupancy thereof to any person, firm or

entity, or transfer or assign this Lease, and no subletting or assignment hereof

shall be effected by operation of law or in any other manner, such as the

transfer of all or substantially all of Tenant's assets or voting control of

Tenant's stock, partnership interest, membership interests or other equity. If

Tenant is a partnership, then any sale, conveyance, or other transfer of, or the

grant of a security interest in, any partnership interest, or any dissolution of

Tenant, or any act which will result in a potential future change in control, or

a withdrawal or change, whether voluntary, involuntary or by operation of law,

of a partner or partners owning a controlling interest in Tenant, shall be

deemed a voluntary assignment of this Lease. If Tenant is a corporation, then

any sale, conveyance, or other transfer of, or grant of a security interest in

any controlling shares of stock, dissolution, merger, consolidation or other

reorganization of Tenant, or any sale or transfer of a controlling interest of

its capital stock, or any act which will result in a potential future change in

control, or a withdrawal or change, whether voluntary, involuntary or by

operation of law, of a shareholder or shareholders owning a controlling interest

in Tenant, shall be deemed a voluntary assignment of this Lease. If Tenant is a

limited liability company or other entity, then any sale, conveyance or other

transfer of, or grant of a security interest in any controlling membership

interests, or any act which will result in a potential future change in the

control, or a withdrawal of change, whether voluntary, involuntary or by

operation of law, of a member or members owning a controlling interest in

Tenant, shall be deemed a voluntary assignment of the Lease. All permitted

sublettings and assignments of the Demised Premises and this Lease shall be

subject to the provisions of this Lease, including but not limited to Section

4.3. No assignment shall be made except for the entire Demised Premises and

Tenant further agrees that any permitted assignment of this Lease or subletting

of the Demised Premises may be conditioned upon payment by Tenant of

consideration and the delivery of such additional guarantees, collateral and/or

other security as determined by Landlord. Any subletting or assignment consented

to by Landlord, to be effective, shall be evidenced in writing in a form

acceptable to Landlord. Consent by Landlord to any assignment or subletting by

Tenant shall not operate as a waiver of the necessity for obtaining Landlord's

consent in writing to any subsequent assignment or subletting. The collection or

acceptance of rent from any such assignee, subtenant or other occupant shall not

constitute a waiver of or release of Tenant from any covenant or obligation

contained in this Lease, nor shall such acceptance of rent be deemed to create

any right to the Demised Premises in such assignee, subtenant or other occupant,

nor any legal or other relationship between the Landlord and any such assignee,

subtenant or other occupant. Landlord's acceptance of any name for listing on

the Building directory shall not be deemed, nor will it substitute for,

Landlord's consent as required by this Lease, to each sublease, assignment and

any other occupancy of the Demised Premises. In the event that Tenant defaults

under this Lease in the payment of Base Annual Rent or Additional Rent, Tenant

hereby assigns to Landlord the rent and other sums due from any subtenant,

assignee or other occupant and hereby authorizes each such subtenant, assignee

and other occupant to pay said rent and other sums directly to Landlord upon

demand. Any transfer of this Lease or the Demised Premises, or any transfer of

any interest in Tenant restricted pursuant to this Section 4.1, without the

prior written consent of Landlord pursuant to this Section 4.1 shall be void. By

taking a transfer of this Lease by assignment, transfer of interest in Tenant,

or by any other manner described in this Section 4.1, or otherwise with

Landlord's consent to the transfer, the transferee shall be bound by all

provisions of this Lease, which shall be binding upon the transferee as if the

transferee had signed this Lease in lieu of the original Tenant named herein.

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4.2 RECAPTURE OF PREMISES. In the event Tenant desires to sublet the

Demised Premises or assign this Lease or effect the transfer of any interest in

this Lease or in Tenant restricted pursuant to Section 4.1, Tenant shall give to

Landlord written notice of Tenant's intended subtenant, assignee or transferee

in order to secure Landlord's written consent in accordance with Section 4.1.

Within ninety (90) days of receipt of said notice, Landlord shall have the

right, at its option: (i) to terminate this Lease if Tenant's notice states the

Tenant's desire to assign this Lease or sublet more than fifty percent (50%) of

the Demised Premises or effect a restricted transfer of an interest in this

Lease or in Tenant and such termination shall be effective on the proposed

effective date of the assignment or sublease for which Tenant requested consent;

or (ii) if Tenant's notice states the Tenant's desire to sublet a portion of the

Demised Premises, to terminate this Lease and simultaneously to enter into a new

lease with Tenant for that portion of the Demised Premises Tenant may desire to

retain upon the same terms, covenants and conditions as then set forth in this

Lease, prorated based upon the space retained by Tenant. If Landlord exercises

its right to terminate this Lease pursuant to clauses (i) or (ii) above, Tenant

agrees that Landlord shall have access to all or any portion of the Demised

Premises sixty (60) days prior to the effective termination date for remodeling

or redecorating purposes. Tenant shall promptly execute such lease amendments

and other documents as Landlord may reasonably require to effectuate the terms

and intent of this Section 4.2.

4.3 EXCESS RENT AND OTHER CONSIDERATION. If any sublease or assignment

(whether by operation of law or otherwise, including without limitation an

assignment pursuant to the provisions of the Bankruptcy Code or any other

Insolvency Law) provides that the subtenant or assignee thereunder is to pay any

amount in excess of the rental and other charges due under this Lease, then

whether such excess be in the form of an increased monthly or annual rental, a

lump sum payment, payment for the sale, transfer or lease of Tenant's fixtures,

leasehold improvements, furniture and other personal property, or any other form

(and if the subleased or assigned space does not constitute the entire Demised

Premises, the existence of such excess shall be determined on a pro-rata basis),

Tenant shall pay to Landlord fifty percent (50%) of any "Profit" (as defined

below) applicable to the sublease or assignment, which amount shall be paid by

Tenant to Landlord as additional rent upon such terms as shall be specified by

Landlord and in no event later than ten (10) days after any receipt thereof by

Tenant. "Profit" shall be defined as the difference between (i) any and all

consideration received by Tenant in the aggregate from any assignment of the

Lease and/or subletting of the Demised Premises, and (ii) the sum of (A) the

rent and charges due to Landlord from Tenant under the terms of this Lease (and

if the subleased or assigned space does not constitute the entire Demised

Premises, the rent and charges payable by Tenant shall be determined on a

pro-rata basis), (B) Tenant=s reasonable attorneys= fees and brokerage costs in

connection with such assignment or subletting that are paid to a third party

that is not related to or affiliated with Tenant, (C) Tenant=s actual

out-of-pocket cost of performing alterations to the Demised Premises in

connection with such assignment or subletting, and (D) the actual amount of

improvement allowance that is paid in connection with such assignment or

subletting. Acceptance by Landlord of any payments due under this Section shall

not be deemed to constitute approval by Landlord of any sublease or assignment,

nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall

have the right to inspect and audit Tenant's books and records relating to any

sublease or assignment.

4.4 TENANT LIABILITY. In the event of any subletting of the Demised

Premises or assignment of this Lease by Tenant or transfer of an interest in

this Lease or in Tenant, Tenant shall remain liable to Landlord for payment of

the Base Annual Rent and Additional Rent stipulated herein and all other

covenants and conditions contained herein. No subletting of the Demised Premises

or assignment of this Lease or transfer of an interest in this Lease or in

Tenant shall operate to release, discharge or otherwise affect the liability of

any guarantors, co-signers or other parties liable to Landlord pursuant to the

terms of any guaranty or otherwise for the obligations of Tenant under this

Lease.

4.5 REASONABLE STANDARDS OF CONSENT. Tenant acknowledges that Landlord, in

considering whether to grant or withhold consent required of Landlord pursuant

to this Section 4, shall be entitled to apply any or all of the following

criteria:

(a) The financial strength of proposed subtenant/assignee/transferee

must be acceptable to Landlord in Landlord's reasonable discretion based on

adequate current and historical financial information given by Tenant. Landlord

shall be entitled to receive, and Tenant shall deliver or cause others to

deliver, such guarantees, collateral and other security as Landlord shall

request in conjunction with any prospective sublease, assignment or other

transfer. Failure to provide such financial information, guarantees, collateral

and other security shall be grounds for Landlord to, withhold or deny consent;

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(b) The proposed subtenant/assignee/transferee must have a good

reputation in the business community and must be credit-worthy;

subtenant/assignee/transferee must be identical to the use permitted by this

Lease;

(d) Use of the Demised Premises by the proposed

subtenant/assignee/transferee shall not violate or create any potential

violation of any laws and must be in keeping with the character of the Building

and the Complex;

(e) The proposed subtenant/assignee/transferee shall not be a party by

whom any suit or action could be defended on the grounds of sovereign immunity;

(f) The proposed subtenant/assignee/transferee shall not be (i) an

existing occupant of the Building or the Complex (or an affiliate of, or be

related to, an existing occupant of the Building or the Complex), nor (ii) a

party {or an affiliate of, or be related to, a party) with whom Landlord (or a

party that is related to or affiliated with Landlord) or its rental agent is

negotiating with to lease space in the Building or the Complex;

(g) Use of the Demised Premises by the proposed

subtenant/assignee/transferee shall not violate, or cause Landlord to violate,

any other leases, agreements or mortgages affecting (i) the Demised Premises,

the Building, the Complex or the land related to such improvements, or (ii) the

Landlord, Landlord's Agent or other tenants, whether such leases, agreements or

mortgages were entered into prior or subsequent to this Lease;

(h) The proposed use shall be compatible with all other uses within

the Building or the Complex and the proposed use or user shall not cause a

diminution in the reputation of the Building, the Complex, Landlord, Landlord's

Agent or other tenants;

(i) The proposed subtenant/assignee/transferee shall have no right to

further sublet the subleased premises, nor to further assign this Lease, nor to

further transfer any interest in such proposed subtenant/assignee/transferee;

(j) In the event Tenant is in default, consent may be withheld

irrespective of whether these other criteria are met by the proposed

subtenant/assignee/transferee.

4.6 OTHER TRANSFERS. Notwithstanding anything herein to the contrary,

Tenant shall not pledge, assign, transfer, encumber or otherwise convey its

interest in the Demised Premises conditionally or as security for any

obligations of Tenant to any third party, or otherwise. Any such transfer in

violation of this provision shall be void.

4.7 REQUIRED INFORMATION. If Tenant should desire to assign this Lease or

sublet the Demised Premises (or any part thereof), Tenant shall give Landlord

written notice no later than sixty (60) days in advance of the proposed

effective date of such proposed assignment or sublet, which notice shall specify

the following information (such information shall be collectively referred to as

the "Required Information"): (i) the name, current address and business of the

proposed assignee or sublessee, (ii) the amount and location of the assignment

or subletting, (iii) the proposed effective date and duration of the assignment

or subletting, and (iv) the proposed rent and other consideration to be paid to

Tenant by such assignee or sublessee. Such notice shall be accompanied by a

check payable to Landlord in the amount of One Thousand and 00/100 Dollars

($1,000.00) to reimburse Landlord for its administrative costs in processing

Tenant's request. Tenant also shall promptly supply Landlord with financial

statements and other information as Landlord may request to evaluate the

proposed assignment or sublease.

4.8 FEES; DOCUMENTS. Tenant agrees to reimburse Landlord for legal fees and

any other reasonable expenses and costs incurred by Landlord in connection with

any proposed assignment or subletting. Tenant shall deliver to Landlord copies

of all documents executed in connection with any proposed assignment or

subletting, which documents shall be in form and substance reasonably

satisfactory to Landlord and which documents, (i) in the case of permitted

assignment, shall require such assignee to assume performance of all terms of

this Lease on Tenant's part to be performed, and (ii) in the case of permitted

subletting shall require such sublessee to comply with all terms of this Lease

on Tenant's part to be performed. No acceptance by Landlord of any installment

of Base Annual Rent or any other sum of money from any assignee, sublessee or

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other category of transferee shall be deemed to constitute Landlord's consent to

any assignment, sublease, or transfer.

4.9 RIGHTS ON DEFAULT. In the event Tenant defaults under this Lease,

in addition to the rights and remedies of Landlord outlined in Section 12,

Landlord, at its option, may elect to recognize any sublease between Tenant and

any subtenant, or any agreement by which Tenant has granted any leasehold estate

or interest in the Demised Premises, as a direct lease or agreement between

Landlord and such subtenant or other grantee, upon written notice to Tenant and

such subtenant or other grantee, without releasing or affecting the liability of

Tenant to Landlord under this Lease, and Tenant shall be deemed to have assigned

its interest in such sublease or other agreement to Landlord (without the need

for executing any further documentation evidencing same) and such subtenant or

other grantee shall attorn to and recognize the rights of Landlord under such

sublease or other agreement; as the case may be. Notwithstanding Tenant's

consent or acquiescence in the termination of this Lease andlor Tenant's

voluntary surrender of the Demised Premises (or any portion thereof), Landlord

may consider any sublease or other agreement transferring a leasehold estate or

interest in the Demised Premises, andlor any right to use or possess the Demised

Premises (or any portion thereof) by any subtenant or other grantee, terminated

as of the date Landlord terminates this Lease and/or Tenant's right to

possession of the Demised Premises, it being the intention of the parties that

any leasehold estate or other interest in the Demised Premises shall be subject

to the terms and conditions of this Lease, including all rights and remedies of

Landlord outlined herein, notwithstanding anything to the contrary contained in

such sublease or other agreement.

5. SERVICES AND UTILITIES

5.1 BUILDING STANDARD SERVICES AND UTILITIES. Subject to the limitations

set forth in Section 5.3 below, Landlord shall furnish sufficient electric

current for lighting and office equipment such as typewriters, calculators,

small copiers, desktop personal computers and word processors and similar items.

Landlord shall also furnish water for lavatory and drinking purposes, lavatory

supplies, fluorescent tube replacements, automatically operated elevator service

and nightly cleaning service in accordance with Landlord's prevailing practices

(as set forth in Exhibit C attached hereto), as they may be modified from time

to time, except that Landlord shall not be responsible for cleaning Tenant's

kitchens, private bathrooms, rugs, carpeting (except vacuuming) and drapes.

Landlord shall have no liability for and expressly disclaims any responsibility

for the engineering, design, installation, provision of or maintenance of

Tenant's telecommunications and data transmission systems and the inside wire

associated therewith. Landlord further agrees to furnish heating and cooling

during the appropriate seasons of the year, between the hours and on the days

set forth in Section 1.7 (exclusive of legal public holidays as defined in

section 6103(a) and (c) of Title 5 of the United States Code, as it may

hereafter be amended, with holidays falling on Saturday observed on the

preceding Friday and holidays falling on Sunday observed on the following

Monday). All of the aforesaid services shall be provided without cost to Tenant

except as such expenses may be included in calculating Additional Rent pursuant

to the provisions of Sections 2.2 and 2.3. Landlord shall not be liable for

failure to furnish, or for suspension or delay in furnishing, any of such

services if such failure, suspension or delay is caused by breakdown,

maintenance or repair work, strike, riot, civil commotion, governmental

regulations, emergency periods due to weather or any other cause or reason

whatever beyond the reasonable control of Landlord. Failure, suspension, delay

or interruption of services shall not result in any abatement of Base Annual

Rent or Additional Rent, be deemed an eviction or breach of this Lease

(including any express or implied covenant of quiet enjoyment), or relieve

Tenant of performance of Tenant's obligations under this Lease.

5.2 OVERTIME SERVICES. Should Tenant require heating and cooling services

beyond the hours and/or days stipulated in Section 1.7, upon receipt of at least

48 hours prior written notice from Tenant, Landlord will furnish such additional

service at the then-prevailing hourly rates for both utility services and

personnel as established by Landlord from time to time; provided, further, that

there will be a minimum charge of four (4) hours each time overtime services are

required.

5.3 EXCESSIVE USAGE.

(A) EQUIPMENT RESTRICTIONS. Tenant will not install or operate in the

Demised Premises any heavy duty electrical equipment or machinery or any other

equipment which consumes excess gas (where applicable), excess water, excess

sewer services or excess electricity as defined in Section 5.3(b) below, without

first obtaining prior written consent of Landlord. Landlord may, among other

things, require as a condition to its consent for the installation of such

equipment or machinery that Tenant pay as Additional Rent the costs for excess

consumption of such utilities that may be occasioned by the operation of said

equipment or machinery. Landlord may make periodic inspections of the Demised

Premises at reasonable times to determine that Tenant's equipment and machinery

comply with the provisions of this Section and Section 5.4.

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(b) EXCESS ELECTRICAL USAGE. The consumption of electricity, including

lighting, in excess of five (5) watts per square foot for any portion of the

Demised Premises shall be deemed excessive. Additionally, any individual piece

of electrically operated machinery or equipment having a name plate rating

in-excess of two (2) kilowatts shall also be deemed as requiring excess electric

current.

require that one or more separate meters be installed to record the consumption

or use of electricity or other utilities, or cause a reputable independent

engineer to survey and determine the quantity of such utilities consumed by such

excessive use. The cost of any such survey and meters and of installation,

maintenance and repair thereof shall be paid for by Tenant. Tenant agrees to pay

Landlord (or the utility company, if direct service is provided by the utility

company), promptly upon demand therefor, for all such consumption and demand as

shown by said meters, or a flat monthly charge determined by the survey, as

applicable, at the rates charged for such service by the local public utility

company. If Tenant's cost of such utilities based on meter readings is to be

paid to Landlord, Tenant shall pay a service charge related thereto in an amount

Landlord shall reasonably determine.

5.4 EXCESSIVE HEAT GENERATION. Landlord shall not be liable for its failure

to maintain comfortable atmospheric conditions in all or any portion of the

Demised Premises due to heat generated by over-occupancy of the Demised Premises

(as reasonably determined by Landlord's architect) or by any equipment,

machinery or additional lighting installed by Tenant (with or without Landlord's

consent) that exceeds design capabilities for the Building. If Tenant desires

additional cooling to offset excessive heat generated by such equipment or

machinery, Tenant shall pay for auxiliary cooling equipment and the operating,

maintenance, repair and replacement costs of such equipment, including without

limitation electricity, gas, oil and water. If Tenant does not desire such

auxiliary cooling equipment, Tenant shall pay for excess electrical consumption

by the existing cooling system.

5.5 BUILDING SECURITY. Any security system or other security measures

(collectively, the "Security System") that Landlord may undertake for protection

of the Demised Premises, the Building and/or Complex (including any parking

garages or areas) are for the protection of the physical structures only and

shall not be relied upon by Tenant, its agents, employees or invitees to protect

Tenant, Tenant's Property and Leasehold Improvements or Tenant's employees,

invitees or their property. Tenant shall not do anything to circumvent or allow

others to circumvent any Security System. Landlord shall not be liable for any

failure of any Security System to operate or for any breach or circumvention of

the Security System by others, and Landlord makes no representations or

warranties concerning the installation, performance and monitoring of any

Security System, or that it will detect or avert the occurrences which any such

Security System is intended or expected to detect or avert.

5.6 ROOF AND AUXILIARY SPACES. Tenant shall not use the roof, roof utility

closets or other auxiliary spaces in the Building for antennas, condenser

coolers, telecommunications and/or data transmission equipment or any other type

of equipment or for any other purpose.

5.7 TRASH REMOVAL. Tenant covenants and agrees, at its sole cost and

expense, to comply with all present and future laws, orders and regulations of

the federal, state, county, municipal and local governments, departments,

commissions, agencies and boards regarding the collection, sorting, separation

and recycling of trash. Upon request by Landlord, Tenant shall sort and separate

its trash into such categories as are provided by law. Each separately sorted

category of trash shall be placed in separate receptacles as directed by

Landlord. Landlord reserves the right to refuse to collect or accept from Tenant

any trash that is not separated and sorted as required by law and directed by

Landlord, and to require Tenant to arrange for such collection at Tenant's sole

cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall

pay all costs, expenses, fines, penalties and damages that may be imposed on

Landlord or Tenant by reason of Tenant's failure to comply with the provisions

of this Section, and Tenant, at Tenant's sole cost and expense, shall indemnify,

defend and hold Landlord harmless from and against any actions, claims and suits

(including legal fees and expenses) arising from such noncompliance, utilizing

counsel reasonably satisfactory to Landlord.

6. USE AND UPKEEP OF PREMISES

6.1 USE. Tenant shall use and occupy the Demised Premises only for the

purposes specified in Section 1.8 and for no other purpose whatsoever, and shall

comply, and cause its employees, agents, contractors, invitees and other users

of the Demised Premises to comply, with applicable Federal, State and local

laws, statues, ordinances and regulations, including but not limited to the ADA,

zoning regulations and smoking regulations. Any variation or deviation from the

specific use expressly set forth in Section 1.8 shall be deemed a default of

this Lease. Tenant shall pay before delinquency any business, rent and other tax

and fee that is now or hereafter assessed or imposed upon Tenant's use or

occupancy of the Demised Premises, the

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conduct of Tenant's business in the Demised Premises or Tenant's Property. If

any such tax or fee is enacted or altered so that such tax or fee is imposed

upon Landlord so that Landlord is responsible for collection or payment thereof,

then Tenant shall promptly pay the amount of such tax or fee directly to the

taxing authority, or if previously paid by Landlord, to Landlord upon demand.

6.2 ILLEGAL AND PROHIBITED USES. Tenant will not use or permit the Demised

Premises or any part thereof to be used for any disorderly, unlawful or extra

hazardous purpose and will not manufacture anything therein. Tenant will not use

or permit the Demised Premises to be used for any purposes that interfere with

the use and enjoyment by other tenants of the Building or Complex or, in

Landlord's opinion, impair the reputation or character of the Building, Complex,

Landlord or Landlord's Agent. Tenant shall immediately refrain from and

discontinue such use after receipt of written notice from Landlord.

Notwithstanding anything in this Lease to the contrary, in no event shall Tenant

use or permit any party to use any portion of the Demised Premises for any of

the following purposes: (i) training facility; (ii) classroom; (iii) data

center; (iv) call center; (v) sales order center; or (vi) conference facility.

6.3 INSURANCE RATING. Tenant will not do or permit anything to be done in

the Demised Premises, the Building or the Complex or bring or keep anything

therein which shall in any way increase the rate of fire or other insurance on

said Building or the Complex, or on the property kept therein, or conflict (or

permit any condition to exist which would conflict) with applicable fire laws or

regulations, or with any insurance policy upon said Building or Complex or any

part thereof, or with any statute, rules or regulations enacted or established

by any appropriate governmental authority. Tenant shall be responsible for any

increase in insurance costs with respect to the Building or Complex if the

increases were caused by its actions or failure to act.

6.4 ALTERATIONS.

(A) APPROVAL REQUIRED. Tenant shall not make any alterations,

installations, changes, replacements, repairs, additions or improvements in or

to (or which interfere with) the structural elements of the Building or the

Demised Premises, or the Systems (hereinafter defined), without the prior

written consent of Landlord, which consent may be granted or withheld in

Landlord's sole and absolute discretion. Tenant shall not make any

non-structural, non-System or cosmetic alterations, changes, replacements,

repairs, additions or improvements in or to the Demised Premises or any part

thereof, without the prior written consent of Landlord, which consent shall not

be unreasonably withheld. All Tenant plans and specifications shall be submitted

to Landlord for prior approval. All Tenant engineering plans and specifications

shall be prepared at Tenant's expense by Landlord's designated engineer.

Landlord may, among other things, condition its consent upon Tenant's agreement

that any construction up-gradings required by any governmental authority as a

result of Tenant's work, either in the Demised Premises or in any other part of

the Building or Complex, will be paid for by Tenant in advance. Tenant shall not

install any equipment of any kind or nature whatsoever which will or may

necessitate any changes, replacements or additions to the water system, plumbing

system, heating system, ventilating system, air-conditioning system, supply,

return or control systems, data system(s), or the electrical system of the

Demised Premises or the Building (collectively, the "Systems"), nor install or

use any air-conditioning unit, engine, boiler, generator, machinery, heating

unit, stove, water cooler, ventilator, radiator or any other similar apparatus,

nor modify or interfere with any of the Systems, without the prior written

consent of the Landlord, which consent may be granted or withheld in the

Landlord's sole and absolute discretion. Any auxiliary air-conditioning

equipment which Tenant may desire to install in the Demised Premises shall be

connected to the Building's commercial condenser water system, if available, and

Tenant shall pay to Landlord such reasonable charges as established by Landlord

from time to time for the use of the Building's commercial condenser water

system. Tenant shall not modify or interfere with the Systems without the prior

written consent of Landlord, and then only as Landlord may direct. Landlord may

condition its consent upon Tenant's payment of all costs to make such changes,

replacements or modifications. Tenant shall not design, configure, install, use

or arrange for the design, configuration, installation or use of its

telecommunications and data transmission systems or inside wire associated

therewith in any manner that interferes with the existing telecommunications

and/or data transmission systems or inside wire associated therewith of Landlord

or other tenants in the Building. Landlord's consent to any work by Tenant or

approval of Tenant's plans or specifications shall not be deemed a certification

that such work complies with applicable building codes, laws or regulations, nor

shall it impose any liability whatsoever upon Landlord.

(B) ALTERATION REQUIREMENTS. All of Tenant's approved work shall be

done in accordance with Landlord's Supplemental Rules and Regulations for

Contractors (as promulgated and amended by Landlord from time to time) and shall

be done by duly qualified, licensed and bonded contractors in accordance with

all applicable laws, codes, ordinances, rules and regulations, and Tenant shall

obtain (or give) at its cost

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any required permits, licenses, registrations, notices, or inspections for

performance of its work. Prior to the commencement of such work Tenant must

either deposit with Landlord evidence of the existence of a bond deemed

sufficient by Landlord against construction liens, or obtain an executed waiver

of lien from each contractor or vendor that will perform or furnish to Tenant

work, labor, services or materials for any alterations, installations,

replacements, additions or improvements in or to the Demised Premises.

Notwithstanding the aforesaid, if any mechanic's or materialman's lien shall at

any time, whether before, during or after the Lease Term, be filed against any

part of the Building or other property of Landlord by reason of work, labor,

services or materials performed for or furnished to or on behalf of Tenant,

Tenant shall forthwith cause the lien to be released of record by being

discharged or bonded off to Landlord's satisfaction within five (5) days after

being notified of the filing thereof If Tenant shall fail to cause such lien to

be released of record within said five (5) day period, then, in addition to any

other right or remedy of Landlord, Landlord may bond off or discharge the lien

by paying the amount claimed to be due. Any amount paid by Landlord, whether as

bond premium or payment of the lien amount, and all costs and expenses,

including reasonable attorneys' fees incurred by Landlord in procuring the same

and its release from the appropriate land records, shall be due from Tenant to

Landlord as Additional Rent, and shall be payable on the first day of the next

following month, or if the Lease Term has expired, upon demand.

to the provisions of Section 6.4(e) below, all Leasehold Improvements within the

Demised Premises (including, without limitation, computer and telephone cabling

and wiring) shall, subject to Landlord's right to require Tenant to remove all

or any portion of the Leasehold Improvements and restore the Demised Premises to

its condition as of the date this Lease is fully executed and delivered by

Landlord, remain at the expiration or earlier termination of the Lease Term

without disturbance, molestation or injury. Should Landlord elect that Leasehold

Improvements be removed upon the expiration or earlier termination of the Lease

Term, and/or should Tenant fail to remove all or any portion of Tenant's

Property in accordance with the provisions of this Lease, Tenant hereby agrees

that Landlord shall have the right to cause all or any portion of the Leasehold

Improvements and/or Tenant's Property to be removed at Tenant's sole cost and

expense. Tenant hereby agrees to reimburse Landlord for the cost of such removal

together with the cost of repairing any damage resulting therefrom, and the cost

of restoring the Demised Premises to its condition as of the date this Lease is

fully executed and delivered by Landlord and Tenant. Approximately sixty (60)

days prior to Tenant's scheduled vacation of the Demised Premises, Landlord and

Tenant shall meet to review what items shall be removed and what items shall

remain as Landlord may determine. Landlord shall provide its estimate to Tenant

of the costs of such removal and the costs of any repairs to or restoration of

the Demised Premises as herein provided, and Tenant shall promptly deposit with

Landlord a sum equal to such estimated costs. In the event Tenant fails to

remove the Leasehold Improvements designated by Landlord for removal prior to

the expiration of the Lease Term and/or fails to remove Tenant's Property as

aforesaid and/or fails to make such repairs and/or restoration as aforesaid,

Landlord shall cause the removal, repair and/or restoration to be performed at

Tenant's sole expense, which expense shall not be limited by the amount of the

deposit referred to herein. Tenant shall provide for the transfer or disposal of

all items removed, failing which Landlord is hereby authorized to dispose of

same in any manner deemed appropriate, including, but not limited to, disposal

into the trash, without liability to Tenant, and at Tenant's sole cost and

expense, and Tenant shall indemnify, defend and hold harmless Landlord,

Landlord's Agent and their respective employees and agents from and against all

claims, damages, costs and expenses, including reasonable attorneys' fees,

arising from or in connection with the disposal of all or any items removed by

Landlord hereunder. In the event, for whatever reason, the parties do not meet

to review which items shall be removed and which items shall remain, and/or the

Tenant, for whatever reason, fails to deposit with the Landlord the deposit

hereinabove stated, then the Landlord is hereby authorized to proceed, as it

deems appropriate, with such removal and disposition of property and repair

and/or restoration, without liability to Tenant, and at Tenant's sole cost and

expense.

(D) COMPLIANCE WITH LAWS. In the event that during the Lease Term

either Landlord or Tenant shall be required by the order or decree of any court,

or any other governmental authority, or by law, code or ordinance (including but

not limited to the ADA), to repair, alter, remove, reconstruct, or improve any

part of the Demised Premises or of the Building, then Tenant agrees, at its sole

cost and expense, to comply with such requirements imposed on Demised Premises

or Tenant and shall perform, at its expense, or if Landlord elects to perform

the same, Tenant shall permit Landlord to perform, at Tenant's expense, such

repairs, alterations, removals, reconstructions, or improvements. Within ten

(10) days after receipt, Tenant shall advise Landlord in writing, and provide

the Landlord with copies of (as applicable), (i) any notices alleging violation

of any law, code or ordinance (including the ADA) relating to any portion of the

Demised Premises or the Building, (ii) any claims made or threatened in writing

regarding noncompliance with any law, code or ordinance and relating to any

portion of the Building or of the Demised Premises, or (iii) any governmental or

regulatory actions or investigations instituted or threatened regarding

noncompliance with any law, code or

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ordinance and relating to any portion of the Building or the Demised Premises.

No such order or decree or the compliance required therewith shall have any

effect whatsoever on the obligations or covenants of Tenant herein contained.

Tenant hereby waives all claims for damages or abatement of Base Annual Rent and

Additional Rent because of such repairing, alteration, removal, reconstruction,

or improvement.

(E) REMOVAL OF ALTERATIONS. In the event that Tenant desires to know

whether Landlord will require Tenant to remove any alterations from the Demised

Premises at the expiration of the Lease Term, then, at the time Tenant delivers

a written request to Landlord which requests Landlord's approval of such

alterations, Tenant shall have the right to deliver to Landlord a notice which

specifically requests that Landlord advise Tenant whether Landlord will require

Tenant to remove such proposed alterations at the expiration of the Lease Term.

In the event that Landlord receives such a written request, and in the event

that Landlord is willing to grant its consent to such alterations, Landlord

shall advise Tenant, in writing, at the time the alterations are approved,

whether or not Tenant will be required to remove the same at the expiration of

the Lease Term.

6.5 MAINTENANCE BY LANDLORD.

(A) LANDLORD REPAIRS AND MAINTENANCE. Except to the extent that Tenant

is required to maintain and repair pursuant to Sections 5.4, 6.4, 6.7, 6.8,

6.10, 6.11, 9 and 21, Landlord shall maintain and repair all public or common

areas located within the Building, including external landscaping, walkways and

parking areas, and, except to the above extent, Landlord shall make repairs to

structural roofs, walls, Building standard heating, air conditioning, plumbing

and electrical systems and equipment. Except as otherwise expressly provided in

this Lease, such maintenance shall be provided without cost to Tenant, except

that (i) such expenses may be included in calculating the Additional Rent

pursuant to the provisions of Sections 2.2 and 2.3; and (ii) if such expenses

are incurred by Landlord in making repairs attributable to acts or omissions of

Tenant or Tenant's employees, agents, contractors or invitees, then Tenant shall

reimburse Landlord for all such expenses within ten (10) days after Landlord

submits a bill for such costs to Tenant. Tenant hereby waives all claims for

damages or abatement of Base Annual Rent and Additional Rent because of such

repairing, alteration, removal, reconstruction, or improvement.

(B) USE OF DEMISED PREMISES BY LANDLORD. Landlord reserves the right

to erect, use, maintain, repair and replace all pipes, ducts, conduits, wiring,

fluids, gases, components, and similar materials and structures in and through

the Demised Premises, including any changes, additions or replacements as

Landlord may from time to time make thereto. Landlord may install any and all

materials, equipment, pipes, ducts, conduits, wires, and related fluids, gases,

components and mechanical equipment serving other portions, tenants and

occupants of the Building, in, through, under or above the Demised Premises that

Landlord deems desirable and shall have the right to locate, both vertically and

horizontally, utility lines, wiring, air ducts, flues, duct-shafts, drains,

sprinkler mains and valves, and such other facilities within the Demised

Premises as may be deemed necessary by engineering design and/or code and/or

other legal requirements and to repair, alter, replace or remove these items.

These shall be located so as to cause minimum interference with Tenant's use of

the Demised Premises and shall, if possible, be located above Tenant's suspended

ceiling, if any, or as close to the concrete slab as possible, below the floor,

along column lines or in storage areas. Landlord shall have the right to remove

or abate any hazardous materials located in the Demised Premises and Tenant

shall fully cooperate with Landlord in this regard. Landlord's right to locate

facilities within the Demised Premises shall include facilities required by

tenants or occupants in levels above or below the Demised Premises as well as on

the same level as the Demised Premises. None of the above conduct by Landlord

shall be deemed to constitute an interference with Tenant's quiet enjoyment or

an actual or constructive eviction of Tenant. Tenant shall be entitled to no

abatement of Base Annual Rent or Additional Rent whatsoever on account of such

installation, location, construction, use, entry, removal, repair, maintenance

or other conduct as aforesaid.

6.6 SIGNS AND PUBLICATIONS. No sign, advertisement or notice shall be

inscribed, painted or affixed on any part of the outside of the Building, or in

the common areas of the Building, or inside the Demised Premises where it may be

visible from the public areas of the Building, except on the directories and

doors of offices, and then only in such size, color, method of attachment and

style as Landlord shall approve. Landlord shall have the right to prohibit any

signage or publication of Tenant on the Demised Premises which in Landlord's

opinion tends to impair the reputation or character of the Building, Complex,

Landlord or Landlord's Agent. Tenant shall refrain from and discontinue such

signage or publication upon receipt of written notice from Landlord, but in no

event later than one (1) day after receipt of such notice.

6.7 EXCESSIVE FLOOR LOAD. Landlord shall have the right to

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