OFFICE LEASE AGREEMENT

Office Lease Agreement

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ZIX CORP | CONECA PROPERTIES, LTD

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Title: OFFICE LEASE AGREEMENT
Governing Law: Florida Date: 3/30/2005
Industry: Computer Services Sector: Technology

OFFICE LEASE AGREEMENT, Parties: zix corp , coneca properties ltd

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EXHIBIT 10.35

DATE: DECEMBER 31, 2004

OFFICE LEASE AGREEMENT

FOR

THE COURTYARD BUILDING

5301 N. FEDERAL HIGHWAY

BOCA RATON, FLORIDA 33487

CONECA PROPERTIES, LTD.

AS LANDLORD

AND

MYDOCONLINE, INC.

AS TENANT

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THE COURTYARD BUILDING

INDEX TO OFFICE LEASE AGREEMENT

Paragraph # Topic

1. Definitions

2. Lease Grant

3. Lease Term

4. Use

5. Rental

6. Payment of Common Area Maintenance/Operating Expenses

7. Services to be Furnished by Landlord

8. Improvements to the Premises

9. Maintenance and Repair of Building by Landlord

10. Care of Premises by Tenant

11. Repairs and Alterations by Tenant

12. Graphics

13. Use of Electrical Services by Tenant

14. Parking

15. Law and Regulation

16. Building Rules and Regulations

17. Entry by Landlord

18. Assignment and Subletting

19. Mechanics Liens

20. Property Insurance

21. Liability Insurance

22. Assumption of Risks

23. Waiver of Subrogation Rights

24. Casualty Damage

25. Condemnation

26. Damage from Certain Causes

27. Events of Default/Remedies

28. Property Taxes and Assessments

29. Peaceful Enjoyment

30. Relocation

31. Holding Over

32. Subordination to Mortgage

33. Landlord's Lien

34. Attorney's Fees

35. No Implied Waiver

36. Limitation of Liability

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PARAGRAPH# TOPIC PAGE #

37. Security Deposit

38. Last Month Rent Deposit

39. Notices

40. Severability

41. Recordation

42. Governing

43. Time of Performance

44. Force Majeure

45. Transfers by Landlord

46. Brokers

47. Effect of Delivery of this Lease

48. Captions

49. Relationship of Parties

50. Exhibits

51. Prior Agreements and Amendments

52. Binding Effect pg.26

53. Americans With Disabilities Act

54. Radon Gas

55. Compliance with Environmental Laws

56. Option to Extend Term

57. Right of First refusal on Contiguous Space

TOPIC EXHIBIT LETTER PAGE #

Attachments:

Legal Description Exhibit "A"

Floorplan Exhibit "B"

Work Letter Exhibit "C"

Rules And Regulations Exhibit "D"

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OFFICE LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made and entered into on the 31st day of

December, 2004 by and between CONECA PROPERTIES, LTD, a Florida limited

partnership, having an office at 210 N. University Drive, Suite 212, Coral

Springs, Florida 33071-7339 (hereinafter referred to as "Landlord"), and

MYDOCONLINE, INC., a Delaware Corporation (hereinafter referred to as "Tenant"),

and wholly owned subsidiary of Zix Corporation, a Texas corporation.

WITNESSETH:

1. DEFINITIONS. Landlord and Tenant hereby agree that the words and phrases set

forth below shall, when used in this Lease have the following meaning:

(a) "Building" shall mean the office building located upon the real

property (the "Property") described in Exhibit "A" attached hereto and

incorporated herein. Reference made to the Property in this Lease shall be

deemed to include the Building unless expressly provided otherwise.

(b) "Premises" shall mean the suite of offices located within the

Building, know as Suite #260 and outlined on the floor plan attached to

this Lease as Exhibit "B" incorporated herein. The Premises are stipulated

for all purposes to have a floor area of approximately 1,835 square feet,

such size being hereby agreed upon, which includes any portion of the

"Common Areas" allocated to the Premises.

RENT SCHEDULE

<TABLE>

OPER.

BASE RENT EXP.(EST) BASE RENT BASE RENT OP. EXP. SUB TOTAL STATE SUB TOTAL ELECTRIC TOTAL RENT

PERIOD $/SF/yr. $/SF/yr. $/Period $/Mo. $/Mo. $/Mo TAX Incl. Tax $/Mo. $/ Month

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

January,05 17.00 7.54 2,599.58 2,599.58 1,152.99 3,752.58 243.92 3,996.49 305.83 4,302.33

Feb. 05 none None None

Mar.05-Jan 06 17.00 7.54 28,595.42 2,599.58 1,152.99 3,752.58 243.92 3,996.49 305.83 4,302.33

</TABLE>

(*)adjusted pursuant to Paragraph 5 hereof.

(d) "Commencement Date" shall be January 1, 2005 or the date determined in

accordance with subparagraph 3(c) hereof.

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(e) "Lease Term" shall mean a term commencing on the Commencement Date and

continuing until thirteen (13) months after the first day of the first

full month following the Commencement Date.

(f) A "Security Deposit" shall mean the Sum of $8,600.00

(g) deleted

(h) "First Month'Rent" shall mean the sum of $4,302.33 (Jan. 2005), incl.

tax

(i) "Common Areas" shall mean those areas devoted to corridors, elevator

foyers and elevator cabs, restrooms, mechanical rooms, janitorial closets,

electrical and telephone closets, vending areas and other similar

facilities provided for the common use or benefit of tenants generally

and/or the public.

(j) "Service Areas" shall mean those areas within the exterior walls of

the Building used for elevator mechanical rooms, building stairs, fire

towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical

ducts (but shall not include any such areas designated for the exclusive

use or benefit of the Tenant).

(k) "Exterior Common Areas" shall mean those portions of the Property

which are not located within the Building and which are provided and

maintained for the common use and benefit of Landlord and tenants of the

Building generally and the employees, invitees and licensees of Landlord

and such tenants; including, without limitation, all parking areas,

enclosed or otherwise, and all streets, sidewalks and landscaped areas.

(l) "Building Standard Improvements" when used herein, shall mean those

improvements (including the "Shell Improvements" and the "Allowance

Items") constructed or installed within the Premises which Landlord shall

agree to provide according to the "Work Letter" attached hereto as Exhibit

"C" and incorporated herein for all purposes. "Building Grade" shall mean

the type, brand and/or quality of materials Landlord designates from time

to time to be the minimum quality to be used in the Building or the

exclusive type, grade or quality of material to be used in providing the

Building Standard Improvements.

(m) Operating Expense Contribution: Tenant shall pay Operating Expense

Contribution equal to Tenant's proportionate share of the annual Operating

Expenses, estimated at $7.54 per rentable square foot per annum including

utilities (excluding electric), real estate taxes and insurance for year

2004 & 2005, subject to adjustment at the beginning of each calendar year

for remainder of lease. Operating Expense Contribution shall be paid in

equal monthly installments along with the Base Rent andf electric.

(n) Electric: Tenant shall pay electric equal to Tenant's proportionate

share of the annual total electric expenses, estimated at $2.00 per

rentable square foot per annum including air conditioning for the years

2004 & 2005, subject to adjustment at the beginning of each calendar year

for remainder of lease. Operating Expense Contribution shall be paid in

equal monthly installments along with the Base Rent and Operating

Expenses. [See table in 1(c)]

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2. LEASE GRANT. Subject to and upon the terms, provisions and conditions

herein set forth, and each in consideration of the covenants of the

other hereunder, Landlord leases to Tenant and Tenant leases from

Landlord the Premises.

3. LEASE TERM.

(a) This Lease shall continue in force during a period beginning on

Commencement Date and continuing until the expiration of the Lease Term,

unless this Lease is sooner terminated or extended to a later date under

any other term or provision hereof.

(b) If by the date specified as the Commencement Date in Paragraph 1(d),

the Premises have not been substantially completed pursuant to the Work

Letter due to omission, delay or default by Tenant or anyone acting under

or for Tenant or due to any cause other than Landlord's default, Landlord

shall have no liability for such failure to complete, and the obligations

of this Lease (including without limitation the obligation to pay rent)

shall nonetheless commence as of said Commencement Date.

specified as the Commencement Date in Paragraph l(d) and such failure to

complete is due to default on the part of Landlord, then, as Tenant's sole

remedy for the delay in Tenant's occupancy of the Premises, the

Commencement Date shall be delayed (and the rent herein provided shall not

commence) until the earlier of either (i) the date of actual occupancy by

Tenant or (ii) the date of substantial completion of the work which

Landlord has agreed to perform.

(d) Tenant agrees to accept possession of the Premises when the Building

Standard Improvements to the Premises as provided in the Work Letter have

been substantially completed. If there are any finishing touches remaining

to be done which will not materially interfere with the conduct of

Tenant's business on the Premises, Tenant will nevertheless accept

delivery of the Premises and allow Landlord to complete such finishing

touches.

ARTICLE 4

USE

4. USE OF PREMISES: It is agreed and understood that Tenant shall use the

Premises for general office use only unless otherwise agreed to in writing by

Landlord. Tenant shall abide by and not violate any of the Rules and Regulations

set forth on Exhibit "D", annexed hereto and made a part hereof, and such other

Rules and the Landlord may modify Regulations as from time to time hereafter.

Landlord shall not be liable to Tenant for violation of the Rules and

Regulations by any other tenant or such tenant's employees, agents, invitees or

licensees.

a) Operation of Tenant's Business: If any governmental license or permit,

other than a certificate of occupancy, shall be required for the proper

and lawful conduct of Tenant's business in the Premises or any part

thereof, Tenant, at its expense, shall duly procure and thereafter

maintain such license or permit. Tenant shall, at all times, comply with

the terms and conditions of each such license or permit. Tenant shall not,

at any time, use or

<PAGE>

occupy, or suffer or permit anyone to use or occupy, the Premises, or do

or permit anything to be done in the Premises, in any manner which may (i)

violate the certificate of occupancy for the Premises or for the Building;

(ii) cause or be liable to cause injury to the Building or any equipment,

facilities or systems therein; (iii) constitute a violation of the laws

and requirements of any public authority or the requirements of insurance

bodies; (iv) not permit occupancy of the demised premises in excess of the

number of persons designated or allowed by occupational licenses granted

by applicable governmental agencies or any other regulations; (v) impair

or tend to impair the character, reputation or appearance of the Building

as a first class office building; (vi) impair or tend to impair the proper

and economic maintenance, operation, and repair of the Building and/or its

equipment, facilities or systems; (vii) annoy or inconvenience or tend to

annoy or inconvenience other tenants or occupants of the Building; (viii)

cause or violate any provisions of Landlord's fire and extended liability

coverage, Landlord shall give notice to Tenant of any non-standard

insurance provisions.

(b) Occupancy Density: Intentionally deleted.

5. RENTAL.

(a) Tenant covenants and agrees to pay during the Lease Term to Landlord

without any setoff or deduction whatsoever, the Base Rental and all such

other sums or money as shall become due hereunder as additional rent (all

of which are sometimes herein collectively called "Rent"), for the

non-payment of which Landlord shall be entitled to exercise all such

rights and remedies as are herein provided in the case of the non-payment

of Base Rental. The Base Rental payable during each calendar year or

portion thereof during the Lease Term, as increased pursuant to

subparagraph (e) below, shall be due and payable in twelve (12) equal

installments on the first day of each calendar month during the initial

term of this Lease and any extensions or renewals thereof and Tenant

hereby agrees to pay such Base Rental and any adjustments thereto to

Landlord at Landlord's address provided herein (or such other address as

may be designated by Landlord in writing from time to time). Tenant agrees

to pay all such sums in advance, and without notice or demand. If the

Lease Term commences on a day other than the first day of a month or

terminates on a day other than the last day of a month, then the

installments of Bass Rental and any adjustments thereto for such month or

months shall be prorated, based on a Thirty (30) day month.

(b) Landlord shall have the same rights and remedies with respect to

additional rent as with respect to Fixed Annual Rent. The term "Rent" is

hereby defined to mean the Fixed Annual Rent and any additional rent or

other sums payable by Tenant under this Lease. In the event that any

payment due Landlord under this Lease shall not be paid on the due date, a

late charge of Ten (10%) percent of the delinquent shall be charged by

Landlord. If any installment of Rent shall remain overdue for more than

Ten (10) days, an additional late charge in an amount equal to One and

One-half (1-1/2%) percent per month (18% per annum) of the delinquent

amount shall be charged by Landlord, such charge to be computed for the

entire period for which the amount is overdue and which is in addition to

and not in lieu of the Ten percent (10%) late charge or any other remedy

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available to Landlord. In the event that any check, bank draft, order for

payment or negotiable instrument given to Landlord for any payment under

this Lease shall be dishonored for any reason whatsoever not attributable

to Landlord, Landlord shall be entitled to make an administrative charge

to Tenant of Twenty-Five and 00/100 ($25.00) Dollars. Tenant recognizes

and agrees that the aforesaid charges represent, at the time this Lease is

made, a fair and reasonable estimate and liquidation of the costs of

Landlord in the administration of the Building resulting from the events

described, which costs are not contemplated or included in any rent or

other charges provided to be paid by Tenant to Landlord in this Lease. Any

charges becoming due under this paragraph of this Lease shall be deemed to

be additional rent due hereunder and shall become due with the next

ensuing monthly payment of Fixed Annual Rent.

all rent payments due under this Lease simultaneously with each payment

required hereunder.

(d) The Base Rental due for the first full calendar month of the Lease

Term has been deposited with Landlord by Tenant as of the execution

of this Lease.

(e) Tenant shall pay the monthly installments of the Base Rental as same

come due through the end of the first Lease Year

6. PAYMENT OF COMMON AREA MAINTENANCE/OPERATING EXPENSES.

(a) In addition to the Base Rental as the same is Tenant adjusted, shall

according to the provisions of this Paragraph pay to Landlord as

additional rents Tenant's pro rata share of the "Operating Expenses"

incurred by Landlord in connection with the ownership, operation and

management of the Property. The Operating Expenses shall be determined in

accordance with generally accepted accounting principles as applied to the

ownership, management and operation of such property and shall include the

total of all expenses and costs of every kind and nature which Landlord

shall pay or be obligated to pay because of or in connection with the

ownership and operation of the Property, including but not limited to the

following:

1. Wages and salaries and all payroll costs or benefits paid to

or on behalf of Landlord's employees engaged in the operation,

maintenance and security of the Property.

2. Administrative costs of management of the Property, including

a management fee.

3. Costs of all utilities furnished to the Property, including

water, sewer and electricity.

4. All supplies and materials used in the operation and

maintenance of the Property.

<PAGE>

5. Cost of any maintenance or service agreements such as alarm or

security service, janitorial service, landscape maintenance,

window cleaning and elevator or air conditioning service.

6. Cost of all insurance, including but not limited to fire,

casualty, liability and rental abatement insurance applicable

to the Property and Landlord's personal property used in

connection herewith.

7. Cost of repairs, replacements and general maintenance of the

Property.

8. All real or personal property taxes (or payments in lieu of

such taxes) exercises, levies, fees, or charges, general and

special, ordinary and extraordinary, unforeseen as well as

foreseen of any kind which are assessed, levied, charged,

confirmed, or imposed by any public authority upon the

Property, its operations or the rent provided for in this

Lease. (It is agreed that Tenant will be responsible for ad

valorem taxes on its personal property and on the value of

leasehold improvements to the extent that same exceeds

Building Standard Improvements as described in Exhibit "C" of

this Lease.)

9. Amortization of capital improvements made to the Property by

Landlord subsequent to the Commencement Date of this Lease

which will improve the operating efficiency of the Property.

(b) Operating Expenses shall not include: (1) expenses for repairs or

other work occasioned by condemnation or fire or other casualty; (2)

leasing commissions; (3) interest or amortization of mortgages secured by

the Property; (4) any expense fully reimbursed to Landlord by Tenant or

any other tenant of the Property, or any expense billed to and paid

directly by same for their own account or on Landlord's behalf; and (5)

expenses for repairs or replacement to the extent that same are reimbursed

by insurance proceeds.

proportionate amount as the ratio determined by the gross leasable area of

the Premises as stipulated in Paragraph 1(b) (which includes any portion

of the Common Areas allocated to the Premises) over the gross leasable

area of the Building. [The "Gross Leasable of the Building" shall mean the

total floor area within the exterior walls of the Building, less any

portion(s) of the Service Areas contained herein per Building Owners and

Managers Association Standards (BOMA)]. Tenant's proportional share is 2.6

(d) Promptly following the Commencement Date, and thereafter promptly

following the beginning of each calendar year occuring during the term of

this Lease, or any extension or renewal thereof, Landlord shall deliver to

Tenant a statement setting forth Landlord's projection of the Operating

Expenses for the then current calendar year and Tenant's pro-rata share

thereof based on the portion of such calendar year during which this Lease

is in effect. Tenant's share of the projected Operating Expenses shall be

<PAGE>

payable in equal monthly installments due on the first day of each

calendar month for the remaining months of such calendar year.

(e) Commencing with Landlord's statement delivered at the beginning of the

first full calendar year occurring during the term of this Lease, Landlord

shall also set forth the actual amount of Operating Expenses incurred

during the preceeding calendar year, Tenant's pro rata share of those

actual operating Expenses (to the extent that this Lease was in effect

during that calendar year) and any underpayment or overpayment by Tenant

based on Tenant's monthly payment(s) (if any) of the projected Operating

Expenses made during that preceeding calendar year. In the event of any

underpayment by Tenant, Tenant shall pay the full amount to such

deficiency to Landlord within thirty (30) days of receipt of Landlord's

statement. Any overpayment by Tenant shall be deducted from the monthly

installments of Tenant's share of the projected Operating Expenses for the

ensuing calendar year as the same become due.

(f) Prior to the expiration date of the Lease Term Landlord shall deliver

to Tenant (i)a statement setting forth Tenant's share of the actual

Operating Expenses incurred during the final Lease Year up to and

including the date of expiration of the Lease Term and (ii) any

underpayment or overpayment of same based on Tenant's payment of Tenant's

share of the projected Operating Expenses made during the final Lease

Year. In the event of any such underpayment Tenant shall pay the full

amount of same to Landlord on or before the date of the expiration of the

Lease term. If Tenant has overpaid Landlord shall reimburse Tenant the

full amount of such overpayment not later than the expiration date of the

Lease Term. The respective obligations of the parties hereto pursuant to

this Paragraph 6 shall survive the termination of this Lease.

(g) Each Operating Statement given by Landlord, shall be conclusive and

binding upon Tenant (a) unless within thirty (30) days after the receipt

thereof, Tenant shall notify Landlord that it disputes the accuracy of

said Operating Statement, specifying the particular respects in which the

Operating Statement is claimed to be incorrect and (b) if such dispute

shall not have been settled by agreement, either party may submit the

dispute to arbitration in accordance with Chapter 682, Florida Statutes.

The arbitration shall take place in Broward County, Florida and shall be

held in accordance with the rules of the American Arbitration Association.

A panel of three (3) arbitrators shall be selected by the parties to the

dispute from a panel selected by the American Arbitration Association and

the award of the three (3) arbitrators shall be final and non-appealable

and judgment may be entered in any court of competent jurisdiction. In the

event the parties are unable to agree on three (3) arbitrators, each party

shall select one (1) arbitrator from the panel and the two arbitrators

selected shall select the third arbitrator. The matter must be submitted

to arbitration within sixty (60) days after receipt of each Operating

Statement; and pending the determination of such dispute by agreement or

arbitration as aforesaid, Tenant shall within ten (10) days after receipt

of such Operating Statement, pay Operating Expense Contribution in

accordance with Landlord's statement, without prejudice to Tenant's

position. If the dispute shall be determined in Tenant's favor, Landlord

shall forthwith pay to Tenant the amount of Tenant's overpayment of

Operating Expense Contribution resulting from compliance with the

Operating Statement. However, in no case shall Tenant delay or withhold

payment of Base

<PAGE>

Rent and Operating Expense Contribution pending resolution of a dispute

with regard to Operating Expenses.

7. SERVICES TO BE FURNISHED BY LANDLORD. Landlord agrees to furnish Tenant the

following services:

(a) Water at those points of supply provided for general use of Tenant and

other tenants in the Building;

(b) Routine maintenance and electric lighting service for Common Areas and

Service Areas of the Building in the manner and to the extent deemed by

Landlord to be standard.

through Fridays, exclusive of normal business holidays; provided, however,

if Tenant's floor covering or other improvements to the Premises require

special treatment, Tenant shall pay the additional cleaning cost

attributable thereto as additional rent upon presentation of a statements

therefore by Landlord.

(d) Subject to the provisions of Paragraph 13, facilites to provide all

electrical current required by Tenant in its use and occupancy of the

Premises.

(e) All Building Standard fluorescent bulb replacement in the Premises and

fluorescent and incandescent bulb replacement in the Common Areas and

Service Areas.

(f) Security in the form of limited access to the Building during other

than Normal Business Hours shall be provided in such form as Landlord

deems appropriate Landlord, however, shall have no liability to Tenant,

its employees, agents, invitees or licensees for losses due to theft or

burglary, or for damages done by unauthorized persons on the Premises and

neither shall Landlord be required to insure against any such losses.

Tenant shall cooperate fully in Landlord's efforts to maintain security in

the Building and shall follow all regulations promulgated by Landlord with

respect thereto.

(g) Elevator service to each floor of the Premises provided that Tenant

shall be permitted to use such elevators for the purpose of moving bulky

property in and out of the Building only during other than Normal Business

Hours and only after first obtaining Landlord's consent to be submitted

not less than five (5) days in-advance of each move. Tenant shall promptly

reimburse Landlord for all costs associated with the after-hours operation

of the elevator service for moving purposes, including without limitation

the cost of any operator or security personnel and Tenant shall also

promptly reimburse Landlord's cost to repair any damage to the elevator

cab(s) or the Building resulting from Tenant's moving.

The failure by Landlord to any extent to furnish the defined services

noted above in whole or in parts or the interruption or termination of same,

resulting from causes beyond the reasonable control of Landlord shall not render

Landlord liable in any respect nor be construed as an eviction (constructive or

otherwise) of Tenant nor cause an abatement of rent nor relieve Tenant from the

obligation to fulfill any covenant or agreement hereof. Should any of the

<PAGE>

equipment or machinery used in the provision of such services cease for any

reason to function properly, Tenant shall have no claim for offset or abatement

of rent or damages on account of an interruption in service occasioned thereby,

or resulting therefrom.

8. IMPROVEMENTS TO THE PREMISES. Landlord shall be obligated to construct or

install at Landlord's expense, only those Building Standard Improvements as

provided in the Work Letter attached hereto as Exhibit "C". All installations

and improvements now or hereafter constructed in or placed on the Premises other

than the said Building Standard Improvements shall be for Tenant's account and

at Tenant's sole cost and expense. Tenant shall pay all ad valorem taxes

assessed separately on any improvements to the Premises and all increased

insurance premiums thereon.

9. MAINTENANCE AND REPAIR OF BUILDING BY LANDLORD. Landlord agrees to keep in

good repair the roof, foundations, appurtenances, parking area, and exterior

walls and windows of the Building and underground utility and sewer pipes

outside of the exterior walls of said Building. Landlord shall repair and

maintain all heating, air conditioning, lighting, electrical, ventilation,

plumbing, and storm drainage equipment. Except as otherwise expressly provided

herein, Landlord shall not be required to make any repairs to the Premises.

10. CARE OF PREMISES BY TENANT. Tenant shall, at its expenses keep the Premises

in good repair and in a clean, attractive, first-class tenantable condition

(including without limitation all furniture, equipment, fixtures and decorations

located in the Premises). Tenant agrees not to commit or allow any waste to be

committed on any portion of the Premises or the Property and at the termination

of this Lease to deliver up the Premises to Landlord in as good condition as at

the date of the Commencement Date, ordinary wear and tear excepted.

11. REPAIRS AND ALTERATIONS BY TENANT. Tenant covenants and agrees with Landlord

at Tenant's own cost and expense, to repair any damage done to the Premises, the

Building or the Property or any part thereof including replacement of damaged

portions or items where such damages are caused by Tenant or Tenant's agents,

employees, invitees or visitors, and Tenant covenants and agrees to make all

such repairs as may be required to restore the Premises, the Building or the

Property to as good a condition as it was in prior to such damage. All such work

or repairs by Tenant shall be effected in compliance with all applicable laws;

provided, howevere if Tenant fails to make such repairs or replacements then

Tenant shall pay the cost thereof to the Landlord within ten (10) days of

Landlord's demand therefore as additional rent. Tenant agrees with Landlord not

to make or allow to be made any alterations to the Premises, install any vending

machines on the Premises, or place signs, furnishings equipment or any window

coverings on any part of the Premises which are visible from outside the

Premises without first obtaining the prior written consent of Landlord in each

such instance, which consent may be given on such conditions as Landlord may

elect. Any and all alterations or additions to the Premises made by Tenant shall

become the property of Landlord upon termination of this Lease (except for

movable equipment or furniture owned by Tenant). Landlord may nonetheless

require Tenant to remove any and all fixtures, equipment and other improvements

installed on the Premises. In the event that Landlord so elects and Tenant fails

to remove such

<PAGE>

improvements, Landlord may remove such improvements at Tenant's cost, and Tenant

shall pay Landlord on demand of restoring the Premises to Building Standard.

12. GRAPHICS. Landlord shall provide and install at Tenant's cost all letters or

numerals on doors entering the Premises. All such letters and numerals shall be

in the standard graphics as approved by Landlord for the Building, and no others

shall be permitted on the Premises without Landlord's prior written consent.

13. USE OF ELECTRICAL SERVICES BY TENANT. Tenant's use of electrical services

furnished by Landlord shall not exceed either in voltage, rated capacity or

overall load that, which Landlord deems to be standard for general business

office use in a manner comparable to other Building tenants. In the event Tenant

shall request that it be allowed to consume electrical services in excess of

that deemed by Landlord to be standard for Building tenants, Landlord may refuse

to consent to such usage or may consent upon such conditions as Landlord elects

(including the requirement that submeters be installed at Tenant's expense).

14. PARKING.

(a) During the term of this Lease, Landlord shall provide Tenant with

unassigned parking spaces in the uncovered parking areas located on the

Property, such parking spaces and all driveways and walkways located on

the Property to be used by Tenant on a non-exclusive basis with Landlord

and other tenants of the Building, their guests and invitees. All

uncovered parking shall be provided at no charge to Tenant.

(b) In addition to the uncovered parking spaces Landlord and Tenant hereby

agree that Tenant shall have the use of one (1) assigned parking space in

the parking garage located on the Property for the term of the Lease, such

parking space to be used only by the of principals and employees of

Tenant. Such space shall be forfeited in the event Tenant is ever in

material Default of Lease, including any payment default, after received

Notice of Default and not curing samewithin the time period specified

herein.

parking and alter such designation upon reasonable notice to Tenant.

Landlord shall also have the right to establish or modify the methods used

to control parking on the Property, including without limitation the

installation of certain control devices or the hiring of parking

attendants.

(d) Landlord shall not be liable for any damage to or any theft of any

vehicle, or any contents Tenant will lose any reserved parking privileges

at any time in which Tenant is in an event of Default under the Terms and

Conditions of this Lease Agreement.

15. LAWS AND REGULATIONS. Tenant agrees to comply with all applicable laws,

ordinances, rules and regulations of any governmental entity, agency or

authority having jurisdiction of the Premises of Tenant's use thereof.

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16. BUILDING RULES AND REGULATIONS. Tenant will comply with the reasonable rules

and regulations of the Building adopted and altered by Landlord from time to

time and will cause all of its agents, employees, invitees and visitors to do

so. Landlord shall give Tenant notice of all such rules and regulations and any

changes thereto, and Tenant shall be charged with compliance with such rules and

regulations as the same may be changed from time to time from the date of said

notice.

17. ENTRY BY LANDLORD. Tenant agrees to permit Landlord or its agents or

representatives to enter into and upon any part of the Premises at all

reasonable hours upon reasonable notice (and in emergencies at all times) to

inspect the conditions, occupancy or use thereof or to show the Premises to

prospective purchasers, mortgagees, tenants or insurers, or to clean or make

repairs, alterations or additions thereto; and Tenant shall not be entitled to

any abatement or reduction of rent by reason thereof.

18. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not assign, sublease, transfer, pledge or encumber this

Lease or any interest therein without Landlord's prior written consent,

whose consent shall not be unreasonably withheld, conditioned, delayed or

denied, except (1) to an affiliate of Tenant or (2) to a purchaser of all

or substantially all the business of Tenant or a successor-in-interest to

the business of Tenant so long as (A) Tenant's obligations hereunder are

assumed by the acquiring entity or successor in interest and (B) the

tangible net worth of the surviving or created entity is not less than the

tangible net worth of Tenant as of the date of execution of this Lease: or

Tenant shall in no event be allowed to enter into a partial assignment of

tenant's leasehold interest. Any attempted assignment, sublease or other

transfer or encumbrance by Tenant in violation of the terms and covenants

of this Paragraph shall be void.

(b) In the event that Tenant shall desire Landlord's consent to either the

subletting of the Premises in whole or in parts or the assignment of

Tenant's entire interest under the Lease, Tenant shall give Landlord one

(1) month's prior written notice thereof

Tenant, Tenant shall remain liable for the full and faithful performance

of the covenants and conditions of this Lease unless expressly released in

writing by Landlord.

(d) Should Landlord consent to such assignment of the Lease, or to a

sublease of all or any part of the Leased Premises, Tenant does hereby

guarantee payment of all rent herein reserved until the expiration of the

term hereof and no failure of Landlord to promptly collect from any

assignee or sublessee, or any extension of the time for payment of such

rents, shall release or relieve Tenant from its guaranty or obligation of

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payment of such rents. Any assignment by Landlord shall not relieve Tenant

of its obligations hereunder.

(e) The form of the Sublease is substantially the same form as the current

lease. The Sublessee shall provide first, last and security deposits.

(f) Reasonable grounds for deciding the Tenant's request by Landlord

include: (i) Financial strength of the proposed sublessee/assignee must be

at least equal to that of the existing tenant; (ii)

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