OFFICE LEASE AGREEMENT BETWEEN GATEWAY ROSEWOOD, INC

Office Lease Agreement

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ZIX CORP | GATEWAY ROSEWOOD, INC. | ZIX SCM, INC

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Title: OFFICE LEASE AGREEMENT BETWEEN GATEWAY ROSEWOOD, INC
Date: 3/30/2005
Industry: Computer Services

OFFICE LEASE AGREEMENT BETWEEN

GATEWAY ROSEWOOD, INC, Parties: zix corp , gateway rosewood inc. , zix scm inc

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EXHIBIT 10.26

OFFICE LEASE AGREEMENT

BETWEEN

GATEWAY ROSEWOOD, INC.

AS LANDLORD

AND

ZIX SCM, INC., A DELAWARE CORPORATION

AS TENANT

DATED

FEBRUARY 28, 2005

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TABLE OF CONTENTS

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1. Definitions and Basic Provisions....................................... 1

2. Lease Grant............................................................ 1

3. Tender of Possession................................................... 2

4. Rent................................................................... 2

5. Delinquent Payment; Handling Charges................................... 3

6. Security Deposit....................................................... 3

7. Services; Utilities; Common Areas...................................... 4

(a) Services...................................................... 4

(b) Excess Utility Use............................................ 5

8. Alterations; Repairs; Maintenance; Signs............................... 7

(a) Alterations................................................... 7

(b) Repairs; Maintenance.......................................... 8

(i) By Landlord................................................... 8

(ii) By Tenant..................................................... 9

(iii) Performance of Work........................................... 10

(d) Signs......................................................... 11

(e) Labor Harmony................................................. 11

9. Use.................................................................... 12

10. Assignment and Subletting.............................................. 13

(a) Transfers..................................................... 13

(b) Consent Standards............................................. 13

(d) Conditions to Consent......................................... 13

(e) Attornment by Subtenants...................................... 14

(f) Cancellation.................................................. 14

11. Insurance; Waivers; Subrogation; Indemnity............................. 17

(a) Tenant's Insurance............................................ 17

(b) Landlord's Insurance.......................................... 18

(d) Indemnity..................................................... 19

12. Subordination; Attornment; Notice to Landlord's Mortgagee.............. 19

(a) Subordination................................................. 19

(b) Attornment.................................................... 19

(d) Landlord's Mortgagee's Protection Provisions.................. 20

13. Rules and Regulations.................................................. 20

14. Condemnation........................................................... 20

(a) Total Taking.................................................. 21

(b) Partial Taking - Tenant's Rights.............................. 21

(d) Award......................................................... 21

15. Fire or Other Casualty................................................. 21

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(a) Repair Estimate............................................... 21

(b) Tenant's Rights............................................... 21

(d) Repair Obligation............................................. 22

(e) Abatement of Rent............................................. 22

16. Personal Property Taxes................................................ 22

17. Events of Default...................................................... 23

(a) Payment Default............................................... 23

(b) Intentionally omitted;........................................ 23

(d) Insurance..................................................... 23

(e) Mechanic's Liens.............................................. 23

(f) Other Defaults................................................ 23

(g) Insolvency.................................................... 23

18. Remedies............................................................... 24

(a) Termination of Lease.......................................... 24

(b) Termination of Possession..................................... 24

19. Payment by Tenant; Non-Waiver; Cumulative Remedies..................... 25

(a) Payment by Tenant............................................. 25

(b) No Waiver..................................................... 25

20. Landlord's Lien........................................................ 26

21. Surrender of Premises.................................................. 26

22. Holding Over........................................................... 26

23. Certain Rights Reserved by Landlord.................................... 27

(a) Building Operations........................................... 27

(b) Security...................................................... 27

(d) Prospective Purchasers and Lenders............................ 28

(e) Prospective Tenants........................................... 28

24. Substitution Space..................................................... 28

25. Hazardous Materials.................................................... 28

26. Miscellaneous.......................................................... 30

(a) Landlord Transfer............................................. 30

(b) Landlord's Liability.......................................... 30

(d) Brokerage..................................................... 30

(e) Estoppel Certificates......................................... 31

(f) Notices....................................................... 31

(g) Separability.................................................. 31

(h) Amendments; Binding Effect.................................... 31

(i) Quiet Enjoyment............................................... 31

(j) No Merger..................................................... 32

(k) No Offer...................................................... 32

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(l) Entire Agreement.............................................. 32

(m) Waiver of Jury Trial.......................................... 32

(n) Governing Law................................................. 32

(o) Recording..................................................... 32

(p) Joint and Several Liability................................... 32

(q) Financial Reports............................................. 32

(r) Landlord's Fees............................................... 33

(s) Telecommunications............................................ 33

(t) Confidentiality............................................... 33

(u) Authority..................................................... 34

(v) List of Exhibits.............................................. 34

(w) Patriot Act................................................... 34

(x) Landlord Representations...................................... 35

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BASIC LEASE INFORMATION

This Basic Lease Information is attached to and incorporated by reference to an

Office Lease Agreement between Landlord and Tenant, as defined below.

BACKGROUND

Reference is made to the following:

- Tenant is currently a subtenant of the entire Premises defined below

pursuant to a sublease ("Sublease") by and between Tenant, as Subtenant

and ______, as Sublandlord, dated ______.

- The term of the Sublease expires as of February 28, 2005.

- The parties intend that Tenant will vacate and deliver a portion of the

Premises (the Deleted Premises, as defined below) to Landlord on or before

March 31, 2005, and that Tenant will continue to occupy the remainder of

the Premises (the Remainder Premises, as defined below) throughout the

balance of the term of the Lease.

- Landlord will perform the work ("Landlord's Work") necessary to separately

demise the Remainder Premises from the Deleted Premises.

- In accordance with Section 2(c) of this Lease, Landlord shall have the

right, at Landlord's sole option, to require Tenant to lease an area

adjacent to the Remainder Premises ("Additional Premises").

Execution Date: February ______, 2005

Landlord: Gateway Rosewood, Inc., a California corporation

Tenant: Zix SCM, Inc. a Delaware corporation

Premises: Suite No. _____, containing 11,756 rentable square feet,

located on the third (3rd) floor of the Center Pod in the

building commonly known as One Burlington Business Center (the

"BUILDING"), and whose street address is 67 South Bedford

Street, Burlington, Massachusetts. The Premises are outlined

on the plan attached to the Lease as Exhibit A. The land on

which the Building is located (the "LAND") is described on

Exhibit B. The term "PROJECT" shall collectively refer to the

Building, the Land and the driveways, parking facilities, and

similar improvements and easements associated with the

foregoing or the operation thereof, including without

limitation the Common Areas (as defined in Section 7(c)). The

Premises consist of two areas, the Deleted Premises and the

Remainder Premises. After the termination of the Lease in

respect of the Deleted Premises, the Premises shall consist

solely of the Remainder Premises, unless Landlord exercises

its right, pursuant to Section 2(c), to require Tenant to

lease the Additional Premises (in which the term "Premises"

shall, from and after the Commencement Date in respect of the

Additional Premises, the Premises shall consist of both the

Remainder Premises and the Additional Premises. The Deleted

Premises are substantially as shown on Exhibit A and contain

approximately 3,285 rentable square feet. The Remainder

Premises are substantially as shown on Exhibit A and contain

approximately 8,471 rentable

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square feet.

Term: Approximately twenty-four (24) months, commencing on March 1,

2005 and ending at 5:00 p.m. local time on February 28, 2007,

subject to adjustment and earlier termination as provided in

the Lease. Notwithstanding the foregoing, the Term in respect

of the Deleted Premises shall expire as of March 31, 2005.

Commencement March 1, 2005

Date:

Base Rent: Base Rent shall be the following amounts for the following

periods of time:

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Annual Base Rent Rate

Time Period Per Rentable Square Foot Monthly Base Rent

March 1, 2005 - March 31, 2005: $-0- $-0-

April 1, 2005 - February 28, 2006: $152,478.00 $12,706.50

March 1, 2006 - February 28, 2007: $156,713.52 $13,059.46

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Tenant's Annual

Electricity

Charge: $1.25 per rentable square foot of the Premises per annum.

Security Deposit: $35,000.00.

Rent: Base Rent, Tenant's Annual Electricity Charge, Additional

Rent, Taxes and Insurance (each as defined in Exhibit C

hereto), and all other sums that Tenant may owe to Landlord or

otherwise be required to pay under the Lease.

Permitted Use: General office use, and for no other purpose whatsoever.

Tenant's 4.84%, which is the percentage obtained by dividing (a) the

Proportionate number of rentable square feet in the Premises as stated above

Share: by (b) the rentable square feet in the Building at the time a

respective charge was incurred, which at the time of execution

of this Lease is 175,000 rentable square feet. Landlord and

Tenant stipulate that the number of rentable square feet in

the Premises and in the Building set forth above is conclusive

as to the square footage in existence on the date of this

Lease and shall be binding upon them.

Initial Liability $5,000,000

Insurance

Amount:

Broker/Agent: For Tenant: CBRE/Whittier Partners

For Landlord: CBRE/Whittier Partners

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Tenant's Address: Prior to Commencement Date: Following Commencement Date:

Zix SCM, Inc. Zix SCM, Inc.

2711 N. Haskell Avenue - Suite 2300 67 South Bedford Street

Dallas, Texas 75204 Burlington, Massachusetts

Attention: Mr. Brad Almond Attention: Ms. Karen Higgins

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Telephone: 214-379-2097 Telephone:781-993-6000

Telecopy: 214-515-7385 Telecopy: 781-993-6001

Landlord's For all Notices: With a copy to:

Address: Lincoln Property Company Lincoln Property Company

67 South Bedford Street 101 Arch Street - Suite 1800

Burlington, Massachusetts Boston, Massachusetts 02110

Attention: Property Manager Attention: Mr. Scott Brown

Telephone:781-238-4488 Telephone:617-951-4100

Telecopy:781-237-2180 Telecopy: 617-737-3115

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The foregoing Basic Lease Information is incorporated into and made a part of

the Lease identified above. If any conflict exists between any Basic Lease

Information and the Lease, then the Lease shall control.

LANDLORD: GATEWAY ROSEWOOD, INC., a California

corporation

By:________________________________________

Name:______________________________________

Title:_____________________________________

TENANT: ZIX SCM, INC., a Delaware corporation

By:________________________________________

Name:______________________________________

Title:_____________________________________

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OFFICE LEASE AGREEMENT

This Office Lease Agreement (this "LEASE") is entered into as of February

_______, 2005 between GATEWAY ROSEWOOD, INC. a California corporation

("LANDLORD"), and ZIX SCM, INC., a Delaware corporation ("TENANT").

1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic provisions

set forth in the Basic Lease Information (the "BASIC LEASE INFORMATION")

executed by Landlord and Tenant contemporaneously herewith are incorporated

herein by reference for all purposes. Additionally, the following terms shall

have the following meanings when used in this Lease: "AFFILIATE" means any

person or entity which, directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common control with the

party in question; "BUILDING'S STRUCTURE" means the Building's exterior walls,

roof, elevator shafts (if any), footings, foundations, structural portions of

load-bearing walls, structural floors and subfloors, and structural columns and

beams; "BUILDING'S SYSTEMS" means the Premises' and Building's HVAC,

life-safety, plumbing, electrical, and mechanical systems; "BUSINESS DAY(S)"

means Monday through Friday of each week, exclusive of Holidays; "HOLIDAYS"

means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving

Day and the day after Thanksgiving, Christmas Day, and any other nationally or

regionally recognized holiday; "INCLUDING" means including, without limitation;

"LAWS" means all federal, state, and local laws, ordinances, rules and

regulations, all court orders, governmental directives, and governmental orders

and all interpretations of the foregoing, and all restrictive covenants

affecting the Project, and "LAW" shall mean any of the foregoing; "NORMAL

BUSINESS HOURS" means 7:30 a.m. to 6:00 p.m. on Business Days and 9:00 a.m. to

1:00 p.m. on Saturdays, exclusive of Holidays; "TENANT'S OFF-PREMISES EQUIPMENT"

means any of Tenant's equipment or other property that may be located on or

about the Project (other than inside the Premises); and "TENANT PARTY" means any

of the following persons: Tenant; any assignees claiming by, through, or under

Tenant; any subtenants claiming by, through, or under Tenant; and any of their

respective agents, contractors, employees, and invitees.

2. LEASE GRANT.

(a) PREMISES. Subject to the terms of this Lease, Landlord leases to

Tenant, and Tenant leases from Landlord, the Premises (as defined in the Basic

Lease Information).

(b APPURTENANT RIGHTS. Tenant shall have, as appurtenant to the Premises,

rights to use in common, with others entitled thereto, subject to reasonable

rules from time to time made by Landlord of which Tenant is given notice; (a)

the common lobbies, hallways, stairways and elevators of the Building, serving

the premises in common with others, (b) common walkways necessary for access to

the Building, and (c) if the Premises include less than the entire rentable area

of any floor, the common toilets and other common facilities of such floor; and

no other appurtenant rights or easements.

Landlord's sole election, Landlord shall have the right to require Tenant to

lease the Additional Premises, as hereinafter defined. The "Additional Premises"

are an area adjacent to the

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Remainder Premises, containing 140 rentable square feet, and are substantially

as shown on Exhibit A. Landlord may exercise its right to require Tenant to

lease the Additional Premises by giving Tenant at least thirty (30) days written

notice ("Put Notice") at any time during the term of the Lease. Tenant's demise

of the Additional Premises shall be upon all of the same terms and conditions of

the Lease applicable to the Remainder Premises, except:

(1) The Commencement Date in respect of the Additional Premises shall be

the date set forth in the Put Notice.

(2) The Base Rent payable in respect of the Additional Premises shall be

$2,520.00 per annum (i.e. $210.00 per month) during the period commencing as of

the Commencement Date in respect of the Additional Premises and ending as

February 28, 2006, and $2,590.08 per annum (i.e. $215.84 per month) during the

period commencing as March 1, 2006 and ending as of February 28, 2007.

(3) Tenant's Proportionate Share in respect of the Additional Premises

shall be .08%.

(4) Tenant shall lease the Additional Premises in its "as-is" condition,

without any obligation on the part of Landlord to prepare or construct the

Additional Premises for Tenant's occupancy and without any warranty or

representation by Landlord as to the condition of the Additional Premises,

except that: (i) the Additional Premises shall be delivered to Tenant free and

clear of all personal property and free and clear of all tenants and occupants,

and (ii) Landlord shall, at Landlord's cost and expense: (x) install a Building

standard interior door connecting the Additional Premises to the Remainder

Premises, and (y) remove all demising walls which are interior to Additional

Premises, and (z) install a Building standard demising wall separating the

Additional Premises from the adjacent tenant space and common area.

Upon the giving of the Put Notice, Tenant shall lease the Additional

Premises from Landlord, and Landlord shall demise the Additional Premises to

Tenant, without the need for further act or deed from either party; however, at

Landlord's election, the parties shall execute a written agreement confirming

the demise of the Additional Premises to Tenant.

3. TENDER OF POSSESSION. Since Tenant is presently occupying the Premises

as a subtenant, Tenant shall take the Premises in "as-is" condition on the

Commencement Date without any obligation on the party of Landlord to prepare or

construct the Premises for Tenant's occupancy and without any representation or

warranty by Landlord to Tenant as to the condition of the Premises or the

Building, except that Landlord shall, at Landlord's cost, perform the work

("Landlord's Work") listed on Exhibit D hereto.

4. RENT. Tenant shall timely pay to Landlord Rent (as defined in the Basic

Lease Information), including the amounts set forth in Exhibit C hereto, without

notice, demand, deduction or set-off (except as otherwise expressly provided

herein), by good and sufficient check drawn on a national banking association at

Landlord's address provided for in this Lease or as otherwise specified by

Landlord and shall be accompanied by all applicable state and local sales or use

taxes, if applicable. Except as otherwise expressly set forth herein, the

foregoing covenants of Tenant are independent covenants and Tenant shall have no

right to withhold or

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abate any payment of Base Rent, Tenant's Annual Electricity Charge, Additional

Rent, Taxes, Insurance or other payment, or to set off any amount against the

Base Rent, Tenant's Annual Electricity Charge, Additional Rent, Taxes, Insurance

or other payment then due and payable, or to terminate this Lease, because of

any breach or alleged breach by Landlord of this Lease or because of the

condition of the Premises. Tenant hereby acknowledges and agrees that it has

been represented by counsel of its choice and has participated fully in the

negotiation of this Lease, that Tenant understands that the remedies available

to Tenant in the event of a default by Landlord may be more limited than those

that would otherwise be available to Tenant under the common law in the absence

of certain provisions of this Lease, and that the so-called "dependent

covenants" rule as developed under the common law (including, without

limitation, the statement of such rule as set forth in the Restatement (Second)

of Property, Section 7.1) shall not apply to this Lease or to the relationship

of landlord and tenant created hereunder.

Base Rent, adjusted as herein provided, and Tenant's Annual Electricity

Charge shall be payable monthly in advance. The first (1st) monthly installment

of Base Rent and Tenant's Annual Electricity Charge shall be payable

contemporaneously with the execution of this Lease; thereafter, Base Rent and

Tenant's Annual Electricity Charge shall be payable on the first (1st) day of

each month beginning on the first (1st) day of the second (2nd) full calendar

month of the Term. The monthly Base Rent and Tenant's Annual Electricity Charge

for any partial month at the beginning of the Term shall equal the product of

1/365 (or in the event of a leap year, 1/366) of the annual Base Rent and

Tenant's Annual Electricity Charge in effect during the partial month and the

number of days in the partial month, and shall be due on the Commencement Date.

Payments of Base Rent and Tenant's Annual Electricity Charge for any fractional

calendar month at the end of the Term shall be similarly prorated. Tenant shall

pay Tenant's Annual Electricity Charge Additional Rent, Taxes and Insurance

(each as defined in Exhibit C) at the same time and in the same manner as Base

Rent.

5. DELINQUENT PAYMENT; HANDLING CHARGES. All past due payments required of

Tenant hereunder shall bear interest from the date due until paid at the lesser

of fifteen percent (15%) per annum or the maximum lawful rate of interest (such

lesser amount is referred to herein as the "DEFAULT RATE"); additionally,

Landlord, in addition to all other rights and remedies available to it, may

charge Tenant a fee equal to four percent (4%) of the delinquent payment to

reimburse Landlord for its cost and inconvenience incurred as a consequence of

Tenant's delinquency. In no event, however, shall the charges permitted under

this Section 5 or elsewhere in this Lease, to the extent they are considered to

be interest under applicable Law, exceed the maximum lawful rate of interest.

Notwithstanding the foregoing, the late fee and interest referenced above shall

not be charged with respect to the first occurrence (but not any subsequent

occurrence) during any twelve-month period that Tenant fails to make payment

when due, until five (5) days after Landlord delivers written notice of such

delinquency to Tenant.

6. SECURITY DEPOSIT. Contemporaneously with the execution of this Lease,

Tenant shall pay to Landlord the Security Deposit (as defined in the Basic Lease

Information), which shall be held by Landlord to secure Tenant's performance of

its obligations under this Lease. The Security Deposit is not an advance payment

of Rent or a measure or limit of Landlord's damages upon an Event of Default (as

defined in Section 17). Landlord may, at Landlord's discretion, from time to

time following an Event of Default and without prejudice to any other remedy,

use

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all or a part of the Security Deposit to perform any obligation Tenant fails to

perform hereunder or in connection with Landlord's remedies under this Lease.

Following any such application of the Security Deposit, Tenant shall pay to

Landlord on demand the amount so applied in order to restore the Security

Deposit to its original amount. Subject to the requirements of, and conditions

imposed by, Laws applicable to security deposits under commercial leases,

Landlord shall, within the time required by applicable Law, return to Tenant the

portion of the Security Deposit remaining after deducting all damages, charges

and other amounts permitted by Law. Landlord and Tenant agree that such

deductions shall include, without limitation, all damages and losses that

Landlord has suffered as a result of any breach of this Lease by Tenant. Unless

required otherwise by applicable Law, the Security Deposit may be commingled

with other funds, and no interest shall be paid thereon. If Landlord transfers

its interest in the Premises, Landlord may assign the Security Deposit to the

transferee and, upon such transfer (and the delivery to Tenant of an

acknowledgement by the transferee of the transferee's responsibility for the

Security Deposit), Landlord thereafter shall have no further liability for the

return of the Security Deposit.

The Security Deposit shall be in the form of a letter of credit and Tenant

shall deliver to Landlord within five (5) days after the date of execution of

the Lease an irrevocable, unconditional letter of credit in the amount of

Thirty-Five Thousand One Hundred Ninety-Nine and 00/100 ($35,199.00) Dollars

(the "LETTER OF CREDIT"). The Letter of Credit shall be addressed to Landlord,

issued in a form and substance similar to that attached hereto as Exhibit I and

by a financial institution with minimum assets of Ten Billion Dollars

($10,000,000,000.00), upon which presentment may be made in Boston,

Massachusetts which is reasonably acceptable to Landlord, shall be freely

transferable without fee, and having an expiration date falling no sooner than

three (3) years and thirty (30) days after the Commencement Date. Tenant agrees

that upon any Event of Default by Tenant under the terms and provisions of this

Lease, Landlord shall have the right to receive payment under any Letter of

Credit of the entire amount of such Letter of Credit at such time, and any such

amounts received by Landlord shall be held by Landlord and applied in accordance

with this Lease in the same manner as a Security Deposit. Landlord shall at all

times during the Term, hold a letter of credit in the amounts described above.

7. SERVICES; UTILITIES; COMMON AREAS

(a) SERVICES. Landlord shall furnish to Tenant, to at least the same

level of services as Landlord is presently providing to the Building: (i) water

at those points of supply provided for general use of tenants of the Building;

(ii) subject to Section 7(d), heated and refrigerated air conditioning as

appropriate for comfortable occupancy of the Premises; (iii)janitorial service

to the Premises on weekdays, other than Holidays, for Building-standard

installations and such window washing as may from time to time be reasonably

required; (iv)elevators for ingress and egress to the floor on which the

Premises are located, in common with other tenants, provided that Landlord may

limit the number of operating elevators at times other than Normal Business

Hours, during repairs, and Holidays; (v) replacement of Building-standard light

bulbs and fluorescent tubes, provided that Landlord's standard charge for such

bulbs and tubes shall be paid by Tenant (such charges to be based upon

Landlord's actual cost of replacing

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such bulbs and tubes without mark-up); and (vi) electrical current during Normal

Business Hours for equipment whose electrical energy consumption does not exceed

normal office usage. If Tenant desires any of the services specified in Section

7(a)(ii) at a time other than Normal Business Hours, then such services shall be

supplied to Tenant upon the written request of Tenant delivered to Landlord

before 3:00 p.m. on the Business Day preceding such extra usage, and Tenant

shall pay to Landlord the cost of such services within thirty (30) days after

Landlord has delivered to Tenant an invoice therefor. The costs incurred by

Landlord in providing HVAC service to Tenant at a time other than Normal

Business Hours, shall include costs for electricity, water, sewage, water

treatment, labor, metering, filtering, and maintenance reasonably allocated by

Landlord to providing such service.

(b) EXCESS UTILITY USE. Landlord shall not be required to furnish

electrical current for equipment whose electrical energy consumption exceeds

normal office usage. If Tenant's requirements for or consumption of electricity

exceed the electricity to be provided by Landlord as described in Section 7(a),

Landlord shall, at Tenant's expense, make reasonable efforts to supply such

service through the then-existing feeders and risers and electrical panels

serving the Building and the Premises, and Tenant shall pay to Landlord the cost

of such service within thirty (30) days after Landlord has delivered to Tenant

an invoice therefor. Landlord may determine the amount of such additional

consumption and potential consumption by any verifiable method, including

installation of a separate meter in the Premises installed, maintained, and read

by Landlord, at Tenant's expense. Tenant shall not install any electrical

equipment requiring special wiring or requiring voltage in excess of 110 volts

unless approved in advance by Landlord, which approval shall not be unreasonably

withheld. Tenant shall not install any electrical equipment requiring voltage in

excess of Building capacity unless approved in advance by Landlord, which

approval may be withheld in Landlord's sole discretion. The use of electricity

in the Premises shall not exceed the capacity of existing feeders and risers and

electrical panels to or wiring in the Premises. Any risers or wiring required to

meet Tenant's excess electrical requirements shall, upon Tenant's written

request, be installed by Landlord, at Tenant's cost, if, in Landlord's judgment,

the same are necessary and shall not cause permanent damage to the Building or

the Premises, cause or create a dangerous or hazardous condition, entail

excessive or unreasonable alterations, repairs, or expenses, or interfere with

or disturb other tenants of the Building. If Tenant uses machines or equipment

in the Premises which affect the temperature otherwise maintained by the air

conditioning system or otherwise overload any utility, Landlord may install

supplemental air conditioning units or other supplemental equipment in the

Premises, and the cost thereof, including the cost of installation, operation,

use, and maintenance, shall be paid by Tenant to Landlord within thirty (30)

days after Landlord has delivered to Tenant an invoice therefor. Landlord

acknowledges that, to Landlord's knowledge, Tenant's existing (i.e. as of the

Execution Date of this Lease) electrical consumption does not exceed normal

office usage. Landlord's obligation to furnish services under Section 7(a) shall

be subject to the rules and regulations of the supplier of such services and

governmental rules and regulations. Landlord may, upon not less than thirty (30)

days' prior written notice to Tenant, discontinue any such service to the

Premises, provided Landlord first arranges for a direct connection thereof

through the supplier of such service. Tenant shall, however, be responsible for

contracting with the supplier of such service and for paying all deposits for,

and costs relating to, such service. Landlord shall use reasonable efforts to

restore any service required of it that becomes unavailable; however, such

unavailability shall not render Landlord liable for any

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damages caused thereby, be a constructive eviction of Tenant, constitute a

breach of any implied warranty, or entitle Tenant to any abatement of Tenant's

obligations hereunder.

of this Lease as that part of the Project intended for the common use of all

tenants, including among other facilities, the ground floor lobby, elevator

lobbies and hallways on multi-tenant floors, parking areas, private streets and

alleys, landscaping, curbs, loading areas, sidewalks, malls and promenades

(enclosed or otherwise), lighting facilities, drinking fountains, meeting rooms,

public toilets, the parking garage, and the like, but excluding: (i) space in

buildings (now or hereafter existing) designated for rental for commercial

purposes, as the same may exist from time to time; (ii) streets and alleys

maintained by a public authority; (iii) areas within the Project which may from

time to time not be owned by Landlord (unless subject to a cross-access

agreement benefiting the area which includes the Premises); and (iv) areas

leased to a single-purpose user where access is restricted. In addition,

although the roof(s) of the building(s) in the Project is not literally part of

the Common Area, it will be deemed to be so included for purposes of: (i)

Landlord's ability to prescribe rules and regulations regarding same; and (ii)

its inclusion for purposes of Operating Costs reimbursements. Landlord reserves

the right to change from time to time the dimensions and location of the Common

Area, as well as the dimensions, identities, locations and types of any

buildings, signs or other improvements in the Project. For example, and without

limiting the generality of the immediately preceding sentence, Landlord may from

time to time substitute for any parking area other areas reasonably accessible

to the tenants of the Building, as applicable, which areas may be elevated,

surface or underground. Tenant, and its employees and customers, and when duly

authorized pursuant to the provisions of this Lease, its subtenants, licensees

and concessionaires, shall have the non-exclusive right to use the Common Area

(excluding roof(s)) as constituted from time to time, such use to be in common

with Landlord, other tenants in the Building, and other persons permitted by the

Landlord to use the same, and subject to rights of governmental authorities,

easements, other restrictions of record, and such reasonable rules and

regulations governing use as Landlord may from time to time prescribe. For

example, and without limiting the generality of Landlord's ability to establish

rules and regulations governing all aspects of the Common Area, Tenant agrees as

follows:

(i) Tenant shall not solicit business within the Common Area

nor take any action which would interfere with the rights of other persons to

use the Common Area.

(ii) Landlord may temporarily close any part of the Common

Area for such periods of time as may be necessary to make repairs or alterations

or to prevent the public from obtaining prescriptive rights.

(iii) With regard to the roof(s) of the building(s) in the

Project, as applicable, use of the roof(s) is reserved to Landlord, or with

regard to any tenant demonstrating to Landlord's satisfaction a need to use

same, to such tenant after receiving prior written consent from Landlord.

(d) HVAC STANDARDS. The air conditioning system is based upon an occupancy

of not more than one person per 150 square feet of floor area, and upon a

combined lighting and

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standard electrical load not to exceed 2.5 watts per square foot of usable area.

In the event Tenant exceeds this condition or introduces onto the Premises

equipment which overloads the system, and/or in any other way causes the system

not adequately to perform their proper functions, supplementary systems may at

Landlord's option be provided by Landlord at Tenant's expense, and Tenant shall

reimburse Landlord in such an amount as will compensate it for the cost incurred

by it in operating such supplementary systems.

(e) ABATEMENT OF RENT BASED UPON UNTENANTABILITY. Notwithstanding the

foregoing, if: (i) such utility service is interrupted because of the negligence

or willful misconduct of Landlord, its employees, agents or contractors; (ii)

Tenant notifies Landlord of such interruption in writing (the "INTERRUPTION

NOTICE"); (iii) such interruption does not arise in whole or in part as a result

of an act or omission of a Tenant Party; (iv) such interruption is not caused by

a fire or other casualty; (v) the repair or restoration of such service is

reasonably within the control of Landlord; and (vi) as a result of such

interruption, the Premises or a material portion thereof, is rendered

untenantable (meaning that Tenant is unable to use the Premises in the normal

course of it business) and Tenant in fact ceases to use the Premises, or

material portion thereof, then, Tenant's sole remedy for such interruption shall

be as follows: on the tenth (10th) consecutive business day following the later

to occur of the date the Premises (or material portion thereof) becomes

untenantable, the date Tenant ceases to use such space and the date Tenant

provides Landlord with an Interruption Notice, the Rent payable hereunder shall

be abated on a per diem basis for each day after such ten (10) business day

period based upon the percentage of the Premises so rendered untenantable and

not used by Tenant, and such abatement shall continue until the date the

Premises become tenantable again.

8. ALTERATIONS; REPAIRS; MAINTENANCE; SIGNS.

(a) ALTERATIONS. Tenant shall not make any alterations, additions or

improvements to the Premises (collectively, the "ALTERATIONS") without the prior

written consent of Landlord, except for the installation of unattached, movable

trade fixtures which may be installed without drilling, cutting or otherwise

defacing the Premises. Tenant shall furnish complete plans and specifications to

Landlord for its approval at the time it requests Landlord's consent to any

Alterations if the desired Alterations: (i) will affect the Building's Systems

or Building's Structure; or (ii) will require the filing of plans and

specifications with any governmental or quasi-governmental agency or authority;

or (iii) will cost in excess of Twenty Thousand and 00/100 Dollars ($20,000.00).

Subsequent to obtaining Landlord's consent and prior to commencement of the

Alterations, Tenant shall deliver to Landlord any building permit required by

applicable Law and a copy of the executed construction contract(s). Tenant shall

reimburse Landlord within ten (10) days after the rendition of a bill for all of

Landlord's actual out-of-pocket costs incurred in connection with any

Alterations, including all management, engineering, outside consulting, and

construction fees incurred by or on behalf of Landlord for the review and

approval of Tenant's plans and specifications and for the monitoring of

construction of the Alterations. If Landlord consents to the making of any

Alteration, such Alteration shall be made by Tenant at Tenant's sole cost and

expense by a contractor approved in writing by Landlord. Tenant shall require

its contractor to maintain insurance in such amounts and in such form as

Landlord may require. Without Landlord's prior written consent, Tenant shall not

use any portion of the Common Areas either within or without the Project, as

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applicable, in connection with the making of any Alterations. If the Alterations

which Tenant causes to be constructed result in Landlord being required to make

any alterations and/or improvements to other portions of the Project, as

applicable, in order to comply with any applicable Laws, then Tenant shall

reimburse Landlord upon demand for all costs and expenses incurred by Landlord

in making such alterations and/or improvements. Any Alterations made by Tenant

shall become the property of Landlord upon installation and shall remain on and

be surrendered with the Premises upon the expiration or sooner termination of

this Lease, unless Landlord requires the removal of such Alterations. If

Landlord requires the removal of such Alterations, Tenant shall at its sole cost

and expense, forthwith and with all due diligence (but in any event not later

than ten (10) days after the expiration or earlier termination of the Lease)

remove all or any portion of any Alterations made by Tenant which are designated

by Landlord to be removed (including without limitation stairs, bank vaults, and

cabling, if applicable) and repair and restore the Premises in a good and

workmanlike manner to their original condition, reasonable wear and tear

excepted. All construction work done by Tenant within the Premises shall be

performed in a good and workmanlike manner with new materials of first-class

quality, lien-free and in compliance with all Laws, and in such manner as to

cause a minimum of interference with other construction in progress and with the

transaction of business in the Project, as applicable. Tenant agrees to

indemnify, defend and hold Landlord harmless against any loss, liability or

damage resulting from such work, and Tenant shall, if requested by Landlord,

furnish a bond or other security satisfactory to Landlord against any such loss,

liability or damage. The foregoing indemnity shall survive the expiration or

earlier termination of this Lease. Landlord's consent to or approval of any

alterations, additions or improvements (or the plans therefor) shall not

constitute a representation or warranty by Landlord, nor Landlord's acceptance,

that the same comply with sound architectural and/or engineering practices or

with all applicable Laws, and Tenant shall be solely responsible for ensuring

all such compliance. Landlord shall have no liability or responsibility for any

claim, injury or damage alleged to have been caused by the particular materials,

whether building standard or non-building standard, appliances or equipment

selected by Tenant in connection with any work performed by or on behalf of

Tenant in the premises including, without limitation, furniture, carpeting,

copiers, laser printers, computers and refrigerators.

(b) REPAIRS; MAINTENANCE

(i) BY LANDLORD. Landlord shall, subject to reimbursement as

set forth in Exhibit C, keep and maintain in good repair and working order and

make repairs to and perform maintenance upon: (1) structural elements of the

Building; (2) standard mechanical (including HVAC), electrical, plumbing and

fire/life safety systems serving the Building generally; (3) Common Areas; (4)

the roof of the Building; (5) exterior windows of the Building; and (6)

elevators serving the Building. Landlord shall not be liable for injuries to

persons or damage to property arising from any failure to make any such repairs

or to perform any maintenance unless such failure shall persist for an

unreasonable time after written notice of the need of such repairs or

maintenance is given to Landlord by Tenant. If any of the foregoing maintenance

or repair is necessitated due to the acts or omissions of any Tenant Party,

Tenant shall, subject to Section 11(c), pay the costs of such repairs or

maintenance to Landlord within thirty (30) days after receipt of an invoice,

together with an administrative charge in an amount equal to fifteen percent

(15%) of the cost of the repairs. Landlord shall not be liable to Tenant

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for any interruption of Tenant's business or inconvenience caused due to any

work performed in the Premises or in the Project pursuant to Landlord's rights

and obligations under the Lease; provided nothing in this sentence shall limit

Tenant's rights pursuant to Section 7(e). To the extent allowed by law, Tenant

waives the right to make repairs at Landlord's expense under any law, statute or

ordinance now or hereafter in effect.

(ii) BY TENANT. Tenant shall, at its sole cost and expense,

promptly perform all maintenance and repairs to the Premises that are not

Landlord's express responsibility under this Lease, and shall keep the Premises

in good condition and repair, ordinary wear and tear excepted. Tenant's repair

obligations include, without limitation, repairs to: (1) floor covering and/or

raised flooring; (2) interior partitions; (3) doors; (4) the interior side of

demising walls; (5) electronic, phone and data cabling and related equipment

(collectively, "CABLE") that is installed by or for the benefit of Tenant and

located in the Premises or other portions of the Building or Project; (6)

supplemental air conditioning units, private showers and kitchens, including hot

water heaters, plumbing, dishwashers, ice machines and similar facilities

serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8)

Alterations performed by contractors retained by or on behalf of Tenant,

including related HVAC balancing; and (9) all of Tenant's furnishings, trade

fixtures, equipment and inventory. All of such work shall be performed by a

contractor approved by Landlord, at Tenant's expense. All work shall be

performed in accordance with the rules and procedures described in Section 8(a).

If Tenant fails to make any repairs to the Premises within fifteen (15) days

after notice from Landlord, or such longer period of time as Tenant may

reasonably require, provided that Tenant commences to perform such work within

such fifteen (15) day period and thereafter diligently and continuously

prosecutes such work to completion, Landlord may, in addition to any other

remedy available to Landlord, make the repairs, and Tenant shall pay the

reasonable cost of the repairs to Landlord within thirty (30) days after receipt

of an invoice, together with an administrative charge in an amount equal to

fifteen percent (15%) of the cost of the repairs. Notwithstanding the foregoing,

in the event of an emergency or where the area to be repaired is visible from

the exterior of the Building, Landlord shall have the right to perform such

repairs at Tenant's expense without giving prior notice to Tenant. At the

expiration of this Lease, Tenant shall surrender the Premises in good condition,

excepting reasonable wear and tear and losses required to be restored by

Landlord. If Landlord elects to store any personal property of Tenant, including

goods, wares, merchandise, inventory, trade fixtures and other personal property

of Tenant, that is not removed from the Premises as of the expiration or prior

termination of the Term, the same shall be stored at the sole risk of Tenant.

Except, subject to Section 11(c), to the extent of Landlord's negligence,

Landlord or its agents shall not be liable for any loss or damage to persons or

property resulting from fire, explosion, falling plaster, steam, gas,

electricity, water or rain which may leak from any part of the Project or from

the pipes, appliances or plumbing works therein or from the roof, street or

subsurface or from any other places resulting from dampness or any other cause

whatsoever, or from the act or negligence of any other tenant or any officer,

agent, employee, contractor or guest of any such tenant. It is generally

understood that mold spores are present essentially everywhere and that mold can

grow in most any moist location. Emphasis is properly placed on prevention of

moisture and on good housekeeping and ventilation practices. Tenant acknowledges

the necessity of housekeeping, ventilation, and moisture control (especially in

kitchens, janitor's closets, bathrooms, break rooms and around outside walls)

for mold prevention. In signing this Lease, Tenant has first inspected the

Premises and certifies that

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it has not observed mold, mildew or moisture within the Premises. Tenant agrees

to immediately notify Landlord if it observes mold/mildew and/or moisture

conditions (from any source, including leaks), and allow Landlord to evaluate

and make recommendations and/or take appropriate corrective action. Tenant

relieves Landlord from any liability for any bodily injury or damages to

property caused by or associated with moisture or the growth of or occurrence of

mold or mildew on the Premises. In addition, execution of this Lease constitutes

acknowledgement by Tenant that control of moisture and mold prevention are

integral to its Lease obligations.

(iii) PERFORMANCE OF WORK. All work described in this Section

8 shall be performed only by contractors and subcontractors approved in writing

by Landlord, as well as the time schedule for the performance of such work

approved by Landlord. Landlord agrees that it will not unreasonably withhold

such approval. Tenant shall cause all contractors and subcontractors to procure

and maintain insurance coverage naming Landlord, Landlord's property management

company and INVESCO Institutional (N.A.), Inc. ("INVESCO") as additional

insureds against such risks, in such amounts, and with such companies as

Landlord may reasonably require. Tenant shall provide Landlord with the

identities, mailing addresses and telephone numbers of all persons performing

work or supplying materials prior to beginning such construction and Landlord

may post on and about the Premises notices of non-responsibility pursuant to

applicable Laws. All such work shall be performed in accordance with all Laws

and in a good and workmanlike manner so as not to damage the Building (including

the Premises, the Building's Structure and the Building's Systems). All such

work which may affect the Building's Structure or the Building's Systems, at

Landlord's election, must be performed by Landlord's usual contractor for such

work or a contractor approved by Landlord. All work affecting the roof of the

Building must be performed by Landlord's roofing contractor or a contractor

approved by Landlord and no such work will be permitted if it would void or

reduce the warranty on the roof. Tenant's contract with any contractors

performing any work performed by, or on behalf of, Tenant pursuant to this

Section 8 shall include the Required Tenant Work General Conditions attached

hereto as Exhibit G, and Landlord shall have the right to enforce such General

Conditions directly against any of Tenant's contractors.

(e) MECHANIC'S LIENS. All work performed, materials furnished, or

obligations incurred by or at the request of a Tenant Party shall be deemed

authorized and ordered by Tenant only, and Tenant shall not permit any

mechanic's liens to be filed against the Premises or the Project in connection

therewith. Upon completion of any such work, Tenant shall deliver to Landlord

final lien waivers from all contractors, subcontractors and materialmen who

performed such work. If such a lien is filed, then Tenant shall, within ten (10)

business days after Landlord has delivered notice of the filing thereof to

Tenant (or such earlier time period as may be necessary to prevent the

forfeiture of the Premises, Project or any interest of Landlord therein or the

imposition of a civil or criminal fine with respect thereto), either: (1) pay

the amount of the lien and cause the lien to be released of record; or (2)

diligently contest such lien and deliver to Landlord a bond or other security

reasonably satisfactory to Landlord. If Tenant fails to timely take either such

action, then Landlord may pay the lien claim, and any amounts so paid, including

expenses and interest, shall be paid by Tenant to Landlord within ten (10) days

after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and

agree that their relationship is and shall be solely that of "landlord-tenant"

(thereby excluding a relationship of

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"owner-contractor," "owner-agent" or other similar relationships). Accordingly,

all materialmen, contractors, artisans, mechanics, laborers and any other

persons now or hereafter contracting with Tenant, any contractor or

subcontractor of Tenant or any other Tenant Party for the furnishing of any

labor, services, materials, supplies or equipment with respect to any portion of

the Premises, at any time from the date hereof until the end of the Term, are

hereby charged with notice that they look exclusively to Tenant to obtain

payment for same. Nothing herein shall be deemed a consent by Landlord to any

liens being placed upon the Premises, Project or Landlord's interest therein due

to any work performed by or for Tenant or deemed to give any contractor or

subcontractor or materialman any right or interest in any funds held by Landlord

to reimburse Tenant for any portion of the cost of such work. Tenant shall

indemnify, defend and hold harmless Landlord, its property manager, Invesco, any

subsidiary or affiliate of the foregoing, and their respective officers,

directors, shareholders, partners, employees, managers, contractors, attorneys

and agents (collectively, the "INDEMNITEES") from and against all claims,

demands, causes of action, suits, judgments, damages and expenses (including

attorneys' fees) in any way arising from or relating to the failure by any

Tenant Party to pay for any work performed, materials furnished, or obligations

incurred by or at the request of a Tenant Party. The foregoing indemnity shall

survive termination or expiration of this Lease.

(f) SIGNS. Tenant shall not place or permit to be placed any signs

upon: (i) the roof of the Building; or (ii) the Common Areas; or (iii) any area

visible from the exterior of the Premises without Landlord's prior written

approval, which approval shall not be unreasonably withheld, conditioned or

delayed provided any proposed sign is placed only in those locations as may be

designated by Landlord, and complies with the sign criteria promulgated by

Landlord from time to time. Notwithstanding the foregoing, Tenant shall have the

right, during the term of the Lease, to use up to Tenant's proportionate share

of the Building directory to list Tenant's name and the names of Tenant's

employees. The initial listing of Tenant's name and the names of Tenant's

employees shall be at Landlord's cost and expense. Any changes, replacements or

additions by Tenant to such directory shall be at Tenant's sole cost and

expense. In addition, Landlord shall provide to Tenant a building standard

tenant identification sign at the entrance to Tenant's premises. Upon request of

Landlord, Tenant shall immediately remove any sign, advertising material or

lettering which Tenant has placed or permitted to be placed upon the exterior or

interior surface of any door or window or at any point inside the Premises,

which in Landlord's reasonable opinion, is of such a nature as to not be in

keeping with the standards of the Building, and if Tenant fails to do so,

Landlord may without liability remove the same at Tenant's expense. Tenant shall

comply with such regulations as may from time to time be promulgated by Landlord

governing signs, advertising material or lettering of all tenants in the

Project. The Tenant, upon vacation of the Premises, or the removal or alteration

of its sign for any reason, shall be responsible for the repair, painting or

replacement of the Building fascia surface or other portion of the Building

where signs are attached. If Tenant fails to do so, Landlord may have the sign

removed and the cost of removal plus fifteen percent (15%) as an administrative

fee shall be payable by Tenant within thirty (30) days of invoice.

(g) LABOR HARMONY.

Tenant agrees that it will not, either directly or indirectly, use any

contractors and/or materials if their use will create any difficulty, whether in

the nature of a labor dispute or

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otherwise, with other contractors and/or labor engaged by Tenant or Landlord or

others in the construction, maintenance and/or operation of the Building or any

part thereof.

9. USE(a) Tenant may only occupy and use the Premises for the Permitted

Use (as set forth in the Basic Lease Information) and for no other purpose

whatsoever, and shall comply with all Laws relating to the use, condition,

access to, and occupancy of the Premises and will not commit waste, overload the

Building's Structure or the Building's Systems or subject the Premises to use

that would damage the Premises. Tenant, at its sole cost and expense, shall

obtain and keep in effect during the term, all permits, licenses, and other

authorizations necessary to permit Tenant to use and occupy the Premises for the

Permitted Use in accordance with applicable Law. The population density within

the Premises as a whole shall at no time exceed one person for each three

hundred (300) rentable square feet in the Premises. Notwithstanding anything in

this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall

bear the risk of complying with Title III of the Americans With Disabilities Act

of 1990, any state laws governing handicapped access or architectural barriers,

and all rules, regulations, and guidelines promulgated under such laws, as

amended from time to time (the "DISABILITIES ACTS") in the Premises; and (b)

Landlord shall bear the risk of complying with the Disabilities Acts in the

Common Areas (subject to reimbursement as set forth in Exhibit C), other than

compliance that is necessitated by the use of the Premises for other than the

Permitted Use or as a result of any alterations or additions made by Tenant

(which risk and responsibility shall be borne by Tenant). Tenant shall not use

any substantial portion of the Premises for a "call center", any other

telemarketing use, or any credit processing use. In addition, the Premises shall

not be used for any purpose which creates strong, unusual, or offensive odors,

fumes, dust or vapors; which emits noise or sounds that are objectionable due to

intermittence, beat, frequency, shrillness, or loudness; which is associated

with indecent or pornographic matters; or which involves political or moral

issues (such as abortion issues). Tenant shall conduct its business and control

each other Tenant Party so as not to create any nuisance or unreasonably

interfere with other tenants or Landlord in its management of the Building.

Tenant shall not knowingly conduct or permit to be conducted in the Premises any

activity, or place any equipment in or about the Premises or the Building, which

will invalidate the insurance coverage in effect or increase the rate of fire

insurance or other insurance on the Premises or the Building. If any

invalidation of coverage or increase in the rate of fire insurance or other

insurance occurs or is threatened by any insurance company due to activity

conducted from the Premises, or any act or omission by Tenant, or its agents,

employees, representatives, or contractors, such statement or threat shall be

conclusive evidence that the increase in such rate is due to such act of Tenant

or the contents or equipment in or about the Premises, and, as a result thereof,

Tenant shall be liable for such increase and shall be considered Additional Rent

payable with the next monthly installment of Base Rent due under this Lease. In

no event shall Tenant introduce or permit to be kept on the Premises or brought

into the Building any dangerous, noxious, radioactive or explosive substance.

(b) Vacancy Recapture Right. Notwithstanding anything to the contrary in

the Lease contained, if Tenant shall abandon or vacate the premises for a period

of no less than one hundred twenty (120) days, then Landlord shall have the

right to terminate this Lease upon written notice to Tenant. So long as Tenant

is otherwise in compliance with its obligations under

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the Lease, such termination shall not be deemed to be based upon the default by

Tenant in its obligations under the Lease.

10. ASSIGNMENT AND SUBLETTING

(a) TRANSFERS. Except as set forth in Section 10(h), Tenant shall

not, without the prior written consent of Landlord: (1) assign, transfer, or

encumber this Lease or any estate or interest herein, whether directly or by

operation of law; (2) permit any other entity to become Tenant hereunder by

merger, consolidation, or other reorganization; (3) if Tenant is an entity other

than a corporation whose stock is publicly traded, permit the transfer of an

ownership interest in Tenant so as to result in a change in the current control

of Tenant; (4) sublet any portion of the Premises; (5) grant any license,

concession, or other right of occupancy of any portion of the Premises; or (6)

permit the use of the Premises by any parties other than Tenant (any of the

events listed in Section 10(a)(1) through Section 10(a)(6) being a "TRANSFER").

(b) CONSENT STANDARDS. Provided that Tenant first complies with the

procedures set forth in Section (f) below, Landlord shall not unreasonably

withhold its consent to any assignment or subletting of the Premises, provided

that there is then no Event of Default by Tenant under the Lease and the

proposed transferee: (1) is creditworthy; (2) has a good reputation in the

business community; (3) will use the Premises for the Permitted Use (thus,

excluding without limitation, uses for credit processing and telemarketing) and

will not use the Premises in any manner that would conflict with any exclusive

use agreement or other similar agreement entered into by Landlord with any other

tenant of the Building; (4) will not use the Premises or Building in a manner

that would materially increase the pedestrian or vehicular traffic to the

Premises or Building; (5) is not a governmental entity, or subdivision or agency

thereof; (6) is not another occupant of the Building; and (7) is not a person or

entity with whom Landlord is then, or has been within the three-month period

prior to the time Tenant seeks to enter into such assignment or subletting,

negotiating to lease space in the Building, or any Affiliate of any such person

or entity; otherwise, Landlord may withhold its consent in its sole discretion.

Transfer, then, at least thirty (30) days prior to the effective date of the

proposed Transfer, Tenant shall provide Landlord with a written description of

all terms and conditions of the proposed Transfer, copies of the proposed

pertinent documentation, and the following information about the proposed

transferee: name and address; reasonably satisfactory information about its

business and business history; its proposed use of the Premises; banking,

financial, and other credit information; and general references sufficient to

enable Landlord to determine the proposed transferee's creditworthiness and

character. Concurrently with Tenant's notice of any request for consent to a

Transfer, Tenant shall pay to Landlord a fee of $500 to defray Landlord's

expenses in reviewing such request, and Tenant shall also reimburse Landlord

immediately upon request for its reasonable attorneys' fees (not to exceed

$1,000) incurred in connection with considering any request for consent to a

Transfer.

(d) CONDITIONS TO CONSENT. If Landlord consents to a proposed

Transfer, then the proposed transferee shall deliver to Landlord a written

agreement whereby it expressly assumes

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Tenant's obligations hereunder; however, any transferee of less than all of the

space in the Premises shall be liable only for obligations under this Lease that

are properly allocable to the space subject to the Transfer for the period of

the Transfer. No Transfer shall release Tenant from its obligations under this

Lease, but rather Tenant and its transferee shall be jointly and severally

liable therefor. Landlord's consent to any Transfer shall not be deemed consent

to any subsequent Transfers. If an Event of Default occurs while the Premises or

any part thereof are subject to a Transfer, then Landlord, in addition to its

other remedies, may collect directly from such transferee all rents becoming due

to Tenant and apply such rents against Rent. Tenant authorizes its transferees

to make payments of rent directly to Landlord upon receipt of notice from

Landlord to do so following the occurrence of an Event of Default hereunder.

Tenant shall pay for the cost of any demising walls or other improvements

necessitated by a proposed subletting or assignment.

(e) ATTORNMENT BY SUBTENANTS. Each sublease by Tenant hereunder

shall be subject and subordinate to this Lease and to the matters to which this

Lease is or shall be subordinate, and each subtenant by entering into a sublease

is deemed to have agreed that in the event of termination, re-entry or

dispossession by Landlord under this Lease, Landlord may, at its option, either

terminate the sublease or take over all of the right, title and interest of

Tenant, as sublandlord, under such sublease, and such subtenant shall, at

Landlord's option, attorn to Landlord pursuant to the then executory provisions

of such sublease, except that Landlord shall not be: (1) liable for any previous

act or omission of Tenant under such sublease; (2) subject to any counterclaim,

offset or defense that such subtenant might have against Tenant; (3) bound by

any previous modification of such sublease or by any rent or additional rent or

advance rent which such subtenant might have paid for more than the current

month to Tenant, and all such rent shall remain due and owing, notwithstanding

such advance payment; (4) bound by any security or advance rental deposit made

by such subtenant which is not delivered or paid over to Landlord and with

respect to which such subtenant shall look solely to Tenant for refund or

reimbursement; or (5) obligated to perform any work in the subleased space or to

prepare it for occupancy, and in connection with such attornment, the subtenant

shall execute and deliver to Landlord any instruments Landlord may reasonably

request to evidence and confirm such attornment. Each subtenant or licensee of

Tenant shall be deemed, automatically upon and as a condition of its occupying

or using the Premises or any part thereof, to have agreed to be bound by the

terms and conditions set forth in this Section 10(e). The provisions of this

Section 10(e) shall be self-operative, and no further instrument shall be

required to give effect to this provision.

(f) CANCELLATION. Notwithstanding anything to the contrary in the

Lease contained:

(i) Tenant shall, prior to offering or advertising the Premises,

or any portion thereof for sublease or assignment give

Landlord a Recapture Offer, as hereinafter defined.

(ii) For the purposes hereof a "Recapture Offer" shall be defined

as a notice in writing from Tenant to Landlord which:

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(1) States that Tenant desires to sublet the premises, or a

portion thereof, or to assign its interest in this

Lease.

(2) Identifies the affected portion of the premises

("Recapture Premises").

(3) Identifies the period of time ("Recapture Period")

during which Tenant proposes to sublet the Recapture

Premises or to assign its interest in the Lease.

(4) Offers to Landlord to terminate the Lease in respect of

the Recapture Premises (in the case of a proposed

assignment of Tenant's interest in the Lease or a

subletting for the remainder of the term of the Lease)

or to suspend the term of the Lease pro tanto in respect

of the Recapture Period (i.e. the term of the Lease in

respect of the Recapture Premises shall be terminated

during the Recapture Period and Tenant's rental

obligations shall be reduced in proportion to the ratio

of the Total Rentable Area of the Recapture Premises to

the Total Rentable Area of the premises then demised to

Tenant).

(iii) Landlord shall have thirty (30) days to accept a Recapture

Offer. If Landlord does not timely give written notice to

Tenant accepting a Recapture Offer, then Landlord agrees that

it will not unreasonably withhold its consent to a proposed

sublease of the Recapture Premises for the Recapture Period

(or assignment of Tenant's interest in the Lease, as the case

may be), subject to the conditions set forth in this Section

10.

(iv) Notwithstanding anything to the contrary in this Section 10

contained, if Tenant does not enter into a sublease with a

subtenant (or an assignment to an assignee, as the case may

be) approved by Landlord, as aforesaid, on or before the date

which is one hundred (100) days after the earlier of: (x) the

expiration of said thirty (30) day period, or (y) the date

that Landlord notifies Tenant that Landlord will not accept

Tenant's offer to terminate or suspend the Lease, then

Landlord shall have the right arbitrarily to withhold its

consent to any subletting or assignment proposed to be entered

into by Tenant after the expiration of said one hundred (100)

day period unless Tenant again offers, in accordance with this

Section 10(f) either to terminate or to suspend the Lease in

respect of the portion of the premises proposed to be sublet

(or in respect of the entirety of the premises in the event of

a proposed assignment, as the case may be). If Tenant shall

make any subsequent offers to terminate or suspend the Lease

pursuant to this Section 10(f), any such subsequent offers

shall be treated in all respects as if it is Tenant's first

offer to suspend or terminate the

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Lease pursuant to this Section 10(f), provided that the period

of time Landlord shall have in which to accept or reject such

subsequent offer shall be fifteen (15) days.

(v) Notwithstanding anything to the contrary herein contained,

Tenant shall have no rights, under this Section 10, prior to

the date one (1) year after the Term Commencement Date.

Without limiting the foregoing, Tenant shall have no right to

give Landlord a Recapture Offer prior to the date one (1) year

after the Commencement Date.

(g) Additional Compensation. Tenant shall pay to Landlord,

immediately upon receipt thereof, fifty (50%) percent of the excess of all

compensation received by Tenant or a Transfer over the Rent allocable to the

portion of the Premises covered thereby.

(h) PERMITTED TRANSFERS. Notwithstanding Section 10(a), Tenant may

Transfer all or part of its interest in this Lease or all or part of the

Premises (a "PERMITTED TRANSFER") to the following types of entities (a

"PERMITTED TRANSFEREE") without the written consent of Landlord:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability partnership,

limited liability company or other business entity in which or with which

Tenant, or its corporate successors or assigns, is merged or consolidated,

in accordance with applicable statutory provisions governing merger and

consolidation of business entities, so long as (A) Tenant's obligations

hereunder are assumed by the entity surviving such merger or created by

such consolidation; 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

(3) any corporation, limited partnership, limited liability partnership,

limited liability company or other business entity acquiring all or

substantially all of Tenant's assets if such entity's Tangible Net Worth

after such acquisition is not less than the Tangible Net Worth of Tenant

as of the date of execution of this Lease.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant

shall remain liable for the performance of all of the obligations of Tenant

hereunder, or if Tenant no longer exists because of a merger, consolidation, or

acquisition, the surviving or acquiring entity shall expressly assume in writing

the obligations of Tenant hereunder. Additionally, the Permitted Transferee

shall comply with all of the terms and conditions of this Lease, including the

Permitted Use, and the use of the Premises by the Permitted Transferee may not

violate any other agreements affecting the Premises or the Building, Landlord or

other tenants of the Building. No later than five (5) business days after the

effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with

(A) copies of the instrument effecting any of the foregoing Transfers, (B)

documentation establishing Tenant's satisfaction of the requirements set forth

above applicable to any such Transfer, and (C) evidence of insurance as required

under this Lease with respect to the Permitted Transferee. The occurrence of a

Permitted Transfer shall not waive

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Landlord's rights as to any subsequent Transfers. "TANGIBLE NET WORTH" means the

excess of total assets over total liabilities, in each case as determined in

accordance with generally accepted accounting principles consistently applied

("GAAP"), excluding, however, from the determination of total assets all assets

which would be classified as intangible assets under GAAP including goodwill,

licenses, patents, trademarks, trade names, copyrights, and franchises. Any

subsequent Transfer by a Permitted Transferee shall be subject to the terms of

this Section 10.

(i) No Release of Tenant. No assignment of Tenant's interest in the

Lease or sublease of the Premises, or any portion thereof, shall relieve Tenant

from its obligations as the primary party-Tenant under this Lease.

11. INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.

(a) TENANT'S INSURANCE. Effective as of the earlier of: (1) the date

Tenant enters or occupies the Premises; or (2) the Commencement Date, and

continuing throughout the Term, Tenant shall maintain the following insurance

policies: (A) commercial general liability insurance in amounts of $5,000,000

per occurrence, or, following the expiration of the initial Term, such other

amounts as Landlord may from time to time reasonably require (and, if the use

and occupancy of the Premises include any activity or matter that is or may be

excluded from coverage under a commercial general liability policy [e.g., the

sale, service or consumption of alcoholic beverages], Tenant shall obtain such

endorsements to the commercial general liability policy or otherwise obtain

insurance to insure all liability arising from such activity or matter

[including liquor liability, if applicable] in such amounts as Landlord may

reasonably require), insuring Tenant, Landlord, Landlord's property management

company and Invesco against all liability for injury to or death of a person or

persons or damage to property arising from the use and occupancy of the Premises

and (without implying any consent by Landlord to the installation thereof) the

installation, operation, maintenance, repair or removal of Tenant's Off-Premises

Equipment with an additional insured endorsement; (B) Automobile Liability

covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant

with limits no less than $5,000,000 combined single limit for property damage

and bodily injury; (C) Property insurance covering the full value of all

Alterations and improvements and betterments in the Premises, naming Landlord

and Landlord's Mortgagee (as defined in Section 12(a)) as additional loss payees

as their interests may appear; (D) Property insurance covering the full value of

all furniture, trade fixtures and personal property (including property of

Tenant or others) in the Premises or otherwise placed in the Project by or on

behalf of a Tenant Party (including Tenant's Off-Premises Equipment) it being

understood that no lack or inadequacy of insurance by Tenant shall in any event

make Landlord subject to any claim by virtue of any theft of or loss or damage

to any uninsured or inadequately insured property; (E) contractual liability

insurance sufficient to cover Tenant's indemnity obligations hereunder (but only

if such contractual liability insurance is not already included in Tenant's

commercial general liability insurance policy); (F) worker's compensation

insurance in amounts not less than statutorily required, and Employers'

Liability insurance with limits of not less than Five Million Dollars

($5,000,000); (G) intentionally omitted; (H) in the event Tenant performs any

alterations or repairs in, on, or to the Premises, Builder's Risk Insurance on

an All Risk basis (including collapse) on a completed value (non-

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reporting) form, or by endorsement including such coverage pursuant to Section

11(a)(2)(C) hereinabove, for full replacement value covering all work

incorporated in the Building and all materials and equipment in or about the

Premises; and (I) such other insurance or any changes or endorsements to the

insurance required herein, including increased limits of coverage, as Landlord,

or any mortgagee or lessor of Landlord, may reasonably require from time to

time. Tenant's insurance shall provide primary coverage to Landlord and shall

not require contribution by any insurance maintained by Landlord, when any

policy issued to Landlord provides duplicate or similar coverage, and in such

circumstance Landlord's policy will be excess over Tenant's policy. Tenant shall

furnish to Landlord certificates of such insurance, with an additional insured

endorsement, and such other evidence satisfactory to Landlord of the maintenance

of all insurance coverages required hereunder at least ten (10) days prior to

the earlier of the Commencement Date or the date Tenant enters or occupies the

Premises, and at least fifteen (15) days prior to each renewal of said

insurance, and Tenant shall obtain a written obligation on the part of each

insurance company to notify Landlord at least thirty (30) days before

cancellation or a material change of any such insurance policies. All such

insurance policies shall be in form, and issued by companies with a Best's

rating of A:VII or better, reasonably satisfactory to Landlord. If Tenant fails

to comply with the foregoing insurance requirements or to deliver to Landlord

the certificates or evidence of coverage required herein, Landlord, in addition

to any other remedy available pursuant to this Lease or otherwise, may, but

shall not be obligated to, obtain such insurance and Tenant shall pay to

Landlord on demand the premium costs thereof, plus an administrative fee of

fifteen percent (15%) of such cost. It is expressly understood and agreed that

the foregoing minimum limits of insurance coverage shall not limit the liability

of Tenant for its acts or omissions as provided in this Lease.

(b) LANDLORD'S INSURANCE. Throughout the Term of this Lease,

Landlord shall maintain, as a minimum, the following insurance policies: (1)

property insurance for the Building's replacement value (excluding property

required to be insured by Tenant), less a commercially-reasonable deductible if

Landlord so chooses; and (2) commercial general liability insurance in an amount

of not less than $3,000,000. Landlord may, but is not obligated to, maintain

such other insurance and additional coverages as it may deem necessary. Tenant

shall pay its Proportionate Share of the cost of all insurance carried by

Landlord with respect to the Project, as set forth on Exhibit C. The foregoing

insurance policies and any other insurance carried by Landlord shall be for the

sole benefit of Landlord and under Landlord's sole control, and Tenant shall

have no right or claim to any proceeds thereof or any other rights thereunder.

might have against the other party, and Tenant hereby waives any claim which it

might have against Landlord's managing agent, for any damage to or theft,

destruction, loss, or loss of use of any property, to the extent the same is

insured against under any insurance policy that covers the Building, the

Premises, Landlord's or Tenant's fixtures, personal property, leasehold

improvements, or business, or is required to be insured against under the terms

hereof, regardless of whether the negligence of the other party caused such Loss

(defined below). Landlord and Tenant each hereby waive any right of subrogation

and right of recovery or cause of action which it might have against the other

party, and Tenant hereby waives any claim which it might have against Landlord's

managing agent, for injury including death or disease to respective employees of

either as covered by Worker's Compensation (or which would have been covered

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if Tenant or Landlord as the case may be, was carrying the insurance as required

by this lease). Each party shall cause its insurance carrier to endorse all

applicable policies waiving the carrier's rights of recovery under subrogation

or otherwise against the other party.

(d) INDEMNITY. Subject to Section 11(c), Tenant shall indemnify,

defend and hold harmless Landlord and the Indemnitees from and against all

claims, demands, liabilities, causes of action, suits, judgments, damages, and

expenses (including attorneys' fees) and all losses and damages arising from:

(1) any injury to or death of any person or the damage to or theft, destruction,

loss, or loss of use of any property or inconvenience (a "LOSS") arising from

any occurrence on the Premises, the use of the Common Areas by any Tenant Party,

or arising out of the installation, operation, maintenance, repair or removal of

any of Tenant's Off-Premises Equipment, except to the extent caused by

Landlord's negligence; or (2) Tenant's failure to perform its obligations under

this Lease. The indemnities set forth in this Section 11(d) shall survive

termination or expiration of this Lease and shall not terminate or be waived,

diminished or affected in any manner by any abatement or apportionment of Rent

under any provision of this Lease. If any proceeding is filed for which

indemnity is required hereunder, Tenant agrees, upon request therefor, to defend

Landlord in such proceeding at its sole cost utilizing counsel satisfactory to

Landlord in its sole discretion.

12. SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.

(a) SUBORDINATION. This Lease shall be subordinat

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