OFFICE LEASE between UCB TECHNOLOGIES, INC. Landlord and CAREGUIDE, INC. Tenant

__________________________________________________________________________________________________________________________________________________________________________________________

OFFICE LEASE

between

UCB TECHNOLOGIES, INC.

Landlord

and

CAREGUIDE, INC.

Tenant

__________________________________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________________________

755 JEFFERSON ROAD

ROCHESTER, NEW YORK

LEASE SUMMARY

_________________________

__________________________________________________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________________________________________________

755 JEFFERSON ROAD

OFFICE LEASE

TABLE OF CONTENTS

Page

TABLE OF CONTENTS

(continued)

Page

\

TABLE OF CONTENTS

(continued)

Page

\

__________________________________________________________________________________________________________________________________________________________________________________________

SCHEDULE OF EXHIBITS

__________________________________________________________________________________________________________________________________________________________________________________________

iv

__________________________________________________________________________________________________________________________________________________________________________________________

755 JEFFERSON ROAD

OFFICE LEASE

THIS LEASE AGREEMENT (the “Lease”) is dated as of September 29, 2006 and made by and between the undersigned Landlord and the undersigned Tenant.

W I T N E S S E T H    T H A T:

Landlord, for and in consideration of the rents, covenants, agreements and stipulations herein contained, to be paid, kept and performed by Tenant, has leased and rented, and by these presents hereby leases and rents unto Tenant, and Tenant hereby leases upon the terms and conditions herein contained, the Premises described in Section 1.1(b) below, with no easement for light or air included in the Premises. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; and Tenant has only a usufruct which is not subject to levy and sale. So long as Tenant shall observe and perform the covenants and agreements binding on it hereunder and subject to the terms and provisions hereof, Tenant shall at all times during the Lease Term (as hereinafter defined) peacefully and quietly have and enjoy possession of the Premises.

This Lease shall be applied and construed in a commercially reasonable manner. Whenever herein the consent, approval or concurrence of either Landlord or Tenant shall be required for action or forbearance by the other party, it is agreed that such consent, approval or concurrence shall not be unreasonably withheld, delayed or conditioned, except as to matters specified as being in the discretion or sole discretion of the party from which the consent, approval or concurrence is required. Discretionary consent, approval or concurrence may be withheld, delayed or conditioned without regard to any standard of reasonableness.

I

PREMISES AND OTHER DEFINITIONS

Terms not defined in this Lease shall have the respective meanings set forth in the Lease Summary attached as a preamble hereto, and incorporated herein by this reference. Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified:

(a)           The term “Building” shall mean 755 Jefferson Road, Rochester, New York, 14623, which consists of an office building with four floors for office space.

(b)           The term “Premises” shall mean that portion of the Building located on the floor(s) of the Building specified in the Lease Summary, which portion is shown on the floor plan(s) attached hereto as Exhibit “A” together with a non-exclusive right in common with others to use and enjoy those common areas or portions of the Building, including but not limited to driveways, sidewalks, parking lots, hallways, corridors, trash rooms, mechanical and electrical rooms, storage rooms, stairways, entrances, exits, elevators, restrooms, lobbies, stairs, loading docks, pedestrian walks, roofs and basements, janitor’s and storage closets within the Building and all other common rooms and common facilities within the Building (collectively, the "Common Areas"). Upon any expansion or contraction of the Premises pursuant to the terms of this Lease or other agreement of the parties, the term “Premises” shall be deemed to apply to such space as adjusted by such expansion or contraction.

1.2            Area of the Premises . The “Rentable Area” of the Premises for all purposes of this Lease shall be the agreed quantity of square footage so designated in the Lease Summary.

1.3            “Operating Expenses ” shall mean all costs paid or incurred by Landlord in the management, operation, maintenance, repair and security of the Building (but not of any complex in which the Building is located) in a prudent, businesslike and commercially reasonable manner, including, and expressly limited to, the following:

(a)           Costs and expenses for the maintenance and repair (but not the replacement) of Building and the mechanical (including HVAC), electrical, plumbing and elevator systems used in connection therewith.

(b)           Cleaning and janitorial costs and expenses, including window cleaning expenses and the replacement of light bulbs and glass for the Building.

(d)           Utility costs and expenses including, without limitation, those for electricity and other fuels and forms of power or energy, water charges, sewer and waste disposal.

(e)           Costs and expenses of redecorating, repainting and recarpeting the Common Areas of the Building;

(f)            Cost of wages and salaries to employees or agents of Landlord engaged in the reasonable management, operation, maintenance, repair and security of the Building, and so-called fringe benefits, including social security taxes, unemployment insurance taxes, costs for providing coverage for disability benefits, costs of any pensions, hospitalization, welfare or retirement plans or any other similar or like expense incurred under the provisions of any collective bargaining agreement, and cost of uniforms.

(g)           Reasonable charges of any independent contractor which, under contract with the Landlord or its manager or representatives, does any of the work of operating, maintaining, repairing or providing security for the Building.

(h)           Legal and accounting fees and expenses, but only to the extent such fees and expenses are incurred in connection with or related to seeking or obtaining reductions in and/or refunds of Property Taxes, provided any such reductions and/or refunds are credited to and passed on to Tenant on a pro-rata basis.

(i)            Landlord’s insurance costs and expenses for property/casualty insurance and general liability insurance carried by Landlord with respect to the Building, provided such insurance coverage and the premiums paid therefore are reasonable and justified as compared to like office buildings in the Rochester, New York metropolitan area.

(j)            All costs of security and security systems at the Building, including, without limitation: (i) the reasonable wages of all employees engaged in the security of the Building; (ii) all supplies, materials, equipment, and devices used in the security of the Building; and (iii) all service or maintenance contracts with independent contractors for the security of the Building including, without limitation, alarm service, personnel, security guards, watchmen, and any other security personnel.

(k)           Provided Landlord contracts with an independent third-party property management company to manage the Building consistent with standards of Class-A office space in Rochester, New York, a management fee not to exceed three percent (3%) of the gross annual base rent (excluding all additional rent items) paid by tenants in the Building

Operating Expenses shall not include (i) depreciation on the Building other than depreciation on exterior window blinds provided by Landlord and carpeting in public corridors and common areas, or any components thereof; (ii) tenant improvement costs or allowances or free rent concessions; (iii) real estate brokers’ commissions;

2

(iv) replacement of any mechanical (including HVAC), electrical, plumbing or elevator system serving the Building; (v) replacement of any structural component of the Building, including but not limited to the foundation(s), exterior walls, or roof of the Building; (vi) capital improvements or additions, or interest thereon; (vii) the cost of special services rendered to a particular tenant of the Building; (viii) costs incurred in connection with preparing the Building for multiple tenant occupancy, or creating or reworking existing parking, or creating entrances into Common Areas; (ix) interest on and the amortization of debts (and costs and charges incurred in connection with such financings including, without limitation, any mortgage recording tax); (x) legal fees, appraisal fees or accountants fees incurred by Landlord in connection with the negotiation and preparation of agreements between Landlord and third parties affecting the Building (including new or renewal leases and/or loan documents) or in enforcing Landlord's rights under such agreements or legal or accounting fees in connection with tax returns, tax reporting or accounting; (xi) refinancing costs; (xii) the cost of any repairs or replacements made to the Building (including space occupied by Tenant or other tenants) that were made as a result of the negligence or misconduct of Landlord or any other tenant; (xiii) costs or repairs or replacements incurred by reason of fire or other casualty or condemnation, except for the amount of any insurance deductible not to exceed $250,000 for any individual occurrence; (xiv) advertising and promotional expenditures; (xv) any expenditure paid to any person or entity affiliated with Landlord or principals of Landlord to the extent it exceeds the amount paid for similar services that would have been paid in an arms length transaction with any unrelated third-party; (xvi) any cost or service furnished to tenants that is separately reimbursable to Landlord other than through Operating Expenses; (xvii) ground rent or any other payments paid under ground leases or superior leases; (xviii) any costs incurred for the purpose of effecting a sale or any other capital transaction involving, the Building or land or any other real property (including state transfer tax), whether or not any such transaction is consummated; (xix) payment of any amounts to any person seeking recovery for breaches of contract, negligence or other torts committed by Landlord, including any related attorney fees and disbursements; (xx) costs of installing, operating and maintaining any specialty facility such as a child care center or conference center; (xxi) any costs related to signage for the Building; (xxii) any late charge, fine or penalty paid by Landlord; (xxiii) costs incurred due to the negligence, willful misconduct, or breach of lease or other agreement by any other tenant in the Building; (xxiv) costs of disputes that Landlord has with any employees or any third parties, including any other tenants or any mortgagee; (xxv) costs to comply with any existing violation or to cure an existing condition in, under or around the Building; (xxvi) expenses for which Landlord will receive separate reimbursement, credits, or rebates; (xxvii) lease takeover costs or other costs connected with leases in the Building; (xxviii) costs to expand or alter the Building or any other expansions; (xxix) costs incurred with the removal or encapsulation or other treatment of hazardous materials; (xxx) any rent loss or reserves for bad debts and the rental value of any office located in the Building and utilized by the personnel of either Landlord or Landlord's affiliates or managing agents; (xxxi) costs associated with the operation of a cafeteria in the Building.; and (xxxii) costs of acquiring, leasing, insuring, restoring, removing, or replacing sculptures and paintings, or other artworks in the Building.

1.4            “Prime Rate ” shall mean the rate of interest announced from time to time by Bank of America, N.A. as its prime rate of interest. An increase or decrease in the Prime Rate shall result in a corresponding increase or decrease in the rate of interest being charged hereunder and shall take effect on the day the increase or decrease in the Prime Rate is made effective. In the event that Bank of America, N.A. shall abandon or abolish the practice of publishing the Prime Rate, or should the same become unascertainable, Landlord shall designate a comparable reference rate which shall then be deemed to be the Prime Rate under this Lease.

1.5            “Property Taxes ” shall mean the following: (a) personal property ad valorem taxes imposed upon the furniture, fixtures, machinery, equipment, apparatus, systems and appurtenances used in connection with the Building for the operation thereof; (b) real estate ad valorem taxes, assessments, impact fees, sewer charges and transit taxes; and (c) any other federal, state or local governmental charge, general, special, ordinary or extraordinary (but not including income or franchise taxes or any other taxes imposed upon or measured by Landlord’s income or profits, unless the same shall be imposed in lieu of real estate ad valorem taxes) which may now or hereafter be levied or assessed against the Building and the land underlying the Building or the rents derived from the Building (in the case of special taxes or assessments which may be payable in installments, only the amount of installments paid during a calendar year shall be included in the taxes for that year).

3

II

TERM, ASSIGNMENT AND SUBLETTING

2.1            Term . Landlord represents and warrants that to its knowledge as of the Commencement date, the Building, including its structural integrity and any and all systems serving the Building, including but not limited to HVAC, plumbing, electrical, utility, elevators, water, and sewer, are all in good working condition. Except as otherwise provided above and elsewhere in Lease, Tenant takes and accepts the Premises from Landlord in their present condition and as suited for the use intended by Tenant, for the term described below (the “Lease Term”). The Lease Term shall commence on the date specified in the Lease Summary as the Commencement Date (the “Commencement Date”) and shall end at 6:00 p.m. Rochester local time on the date specified in the Lease Summary as the Expiration Date (the “Expiration Date”). The rental and other payments due hereunder from Tenant shall commence on the Rent Commencement Date. If for any reason whatsoever Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, this Lease shall not be immediately void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damages. If Landlord is unable to deliver possession of the Premises by the Commencement Date set forth in the Lease Summary for any reason other than delay caused by Tenant, the Commencement Date and the Expiration Date shall both be postponed by the number of days that delivery of possession of the Premises is so delayed. Such deferral shall be Tenant’s sole remedy for Landlord’s failure to deliver possession of the Premises. Except as aforesaid, no delay of possession shall operate to relieve Tenant of Tenant’s obligations to Landlord (including the payment of rent and other amounts) as provided in this Lease. Notwithstanding the foregoing, if possession of the Premises has not been delivered to Tenant within sixty (60) days following the Commencement Date, for any reason whatsoever, Tenant, at its option at any time thereafter but prior to the delivery of possession, may terminate this Lease by notice to the Landlord, and Landlord and Tenant shall thereupon be released from all obligations under this Lease.

2.2            Tenant Acceptance Agreement . Within twenty (20) days after the date on which Tenants takes occupancy of the Premises (“Occupancy Date”), Tenant shall execute and deliver to Landlord a Tenant Acceptance Agreement in the form attached hereto as Exhibit “B”. Tenant may state in such Tenant Acceptance Agreement any defects in the Premises remaining to be repaired or completed by Landlord, and Tenant thereby shall preserve its objection to such listed defects. Tenant shall have waived objection to any defects not so listed in the Tenant Acceptance Agreement except that Tenant shall retain the right to object to latent defects not subject to detection upon reasonable inspection of the Premises prior to occupancy thereof, provided that objections to latent defects not disclosed in writing to Landlord within thirty (30) days subsequent to Tenant’s discovery of such latent defect shall be deemed waived.

2.3            Removal of Tenant’s Property . Upon or prior to the termination of this Lease, Tenant shall remove from the Premises and the Building all of its personal property and trade fixtures, and peaceably surrender the Premises to Landlord in a clean and ready to occupy condition. Such property of Tenant not so removed from the Premises or the Building upon the termination of this Lease shall be considered abandoned by Tenant and may be disposed of by Landlord in any manner whatsoever without accounting to Tenant for same or being liable in any way to Tenant for such disposition. All costs of removal incurred by Landlord shall be at Tenant’s expense, payable upon demand by Landlord. This provision shall survive expiration or early termination of this Lease. Upon surrender of possession of the Premises, Tenant shall deliver to Landlord all keys to the Premises.

2.4            Holding Over . In no event shall there be any renewal of this Lease by operation of law, and if Tenant remains in possession of the Premises after the termination of this Lease without written authorization executed by Landlord and Tenant, but with the acquiescence or consent of Landlord, Tenant shall be deemed to be occupying the Premises under a month-to-month periodic tenancy at a monthly rental equal to one hundred fifty percent (150%) of the Base Rental as adjusted by Rental Adjustment in effect during the last month of the Lease Term, plus all additional rental provided for in this Lease, and otherwise subject to all the covenants and provisions of this Lease insofar as the same are applicable to a month-to-month periodic tenancy. Landlord and Tenant agree that any such periodic tenancy may be terminated by thirty (30) days prior written notice by either party to the other party. If Tenant remains in possession after termination of this Lease without Landlord’s acquiescence or consent, Tenant thereupon shall be deemed a tenant-at-sufferance subject to summary eviction as provided by law.

4

(a)            Assignment . Tenant will not assign this Lease without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as the proposed assignee (i) shall have a credit rating greater than or equal to Tenant (based upon certified financial statements delivered to Landlord); and (ii) shall be qualified to occupy space and conduct its business under the zoning regulations which govern occupancy of the Building. Notwithstanding anything in this Section 2.5(a) to the contrary, Tenant shall have the right, upon ten (10) days' written notice to Landlord, to assign this Lease to an Affiliate (as hereinafter defined). No assignment hereunder shall relieve Tenant from any obligation under this Lease

(b)            Subletting . Upon ten (10) days' prior written notice to Landlord, Tenant may sublet the Premises, or any portion thereof, to any party, including but not limited to an Affiliate (as hereinafter defined), provided, however, that the use contemplated under such sublease must comply with this Lease and applicable law and no such subletting shall limit or release Tenant from any obligations hereunder. Within ten (10) days after receipt of said notice, if Tenant is subletting more than fifty percent (50%) of the Premises, Landlord shall have the right to recover and take back (together with a release of Tenant from the obligations related thereto), all of the Premises being offered by Tenant for sublet from the Tenant. In the event Landlord does not exercise its right to recover and take back all of said Premises offered by Tenant for sublet within ten (10) days from receipt of said notice, Tenant may sublet that portion of the Premises.

(c)           For purposes off this Section 2.5, an “Affiliate” shall mean (i) any entity of which Tenant owns and holds a controlling interest; or (ii) any entity that owns or holds a controlling interest in Tenant; or (iii) any entity that results from a merger, acquisition, consolidation or reorganization involving Tenant.

(d)           Tenant agrees to pay, as additional rental, to Landlord, on demand, reasonable costs incurred by Landlord (i) in connection with any request by Tenant for Landlord to consent to any assignment or subleasing by Tenant, and (ii) in providing any services or materials to any assignee or sublessee of Tenant.

(e)           If, with the consent of Landlord, the Premises or any part thereof is subleased, Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base Rental and additional rental herein reserved, but no such subleasing, occupancy or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this Lease, (ii) the acceptance by Landlord of the subtenant as Tenant, or (iii) the release of Tenant from further performance by Tenant of its covenants under this Lease.

(f)            Landlord’s approval of or consent to an assignment or sublease transaction shall not operate to release Tenant from its liability hereunder, and shall not affect Landlord’s rights under this Section 2.5 as to any subsequent proposed assignment or sublease.

(g)           Tenant covenants and agrees to deliver to Landlord one (1) fully executed counterpart of the instruments and documents (including amendments thereto) evidencing any approved assignment or subleasing effected pursuant to this Lease. Such delivery shall be made promptly following the execution of any such instrument or document.

2.6            Cancellation Option . Notwithstanding anything to the contrary in Section 2.1, after the sixth (6th) anniversary of the Commencement Date, Tenant shall have the option (the “Cancellation Option”) to cancel and terminate this Lease as to the Premises on the following basis and conditions: (i) Tenant gives Landlord at least twelve (12) months prior written notice (the “Cancellation Notice”) of its election to exercise the Cancellation Option, (ii) the termination shall be effective at midnight on the cancellation date specified in the Cancellation Notice (“Cancellation Date”), and (iii) Tenant shall pay to Landlord a termination fee in an amount equal to the sum of the unamortized principal balance of real estate commissions; the unamortized principal balance of the free rent credited to Tenant during the six month period prior to the Rent Commencement Date (“Free Rent”); the unamortized principal balance of the Rent Credit; and four (4) months Base Rental (collectively, the “Termination Fee”), to be paid on the date on which Tenant notifies Landlord that it has elected to exercise the Cancellation

5

Option. The real estate commissions, Free Rent and the Rent Credit shall be amortized over the Lease Term at 8.5% annual interest.

2.7            Renewal Option . Tenant shall have the right to extend (each an "Option to Extend") the term of this Lease for two (2) additional five (5) year lease terms (each a “Renewal Term”), upon the following conditions:

(c)           Tenant has not previously assigned the Lease or sublet more than fifty percent (50%) of the Premises, except to an Affiliate;

(d)           Tenant has delivered to Landlord written notice of its intention to exercise the option, at least nine (9) months prior to the end of the Lease Term or first Renewal Term, as applicable;

(e)           All terms and conditions for the Renewal Term shall be the same as in the Lease, except that (i) the annual Base Rental for the first Renewal Term shall be $1.50 per rentable square foot greater than the current Base Rental, and (ii) the Base Rental for the second renewal period shall be the greater of the then current Base Rental or ninety percent (90%) of the then current fair market rent, as negotiated in good faith between the parties;

(f)            If the parties cannot agree upon a fair market rental rate within ten (10) business days after Tenant’s notice to exercise an Option to Extend, the fair market rental rate shall be determined as follows:

(i)            Within ten (10) business days thereafter, Landlord and Tenant shall each select an appraiser in the person of an experienced real estate broker, each of whom must have at least ten (10) years leasing experience in the Rochester, New York market (the “Market”);

(ii)           Within ten (10) business days thereafter, the two appraisers shall confer to see if they can agree on the fair market rental rate for space in the Market, similar to the Premises in size, location and type of building, including Landlord concessions and tenant improvements, as of the time the Renewal Term is to begin; and, if they reach agreement, the rate upon which they agree shall become the new Base Rental for the second Renewal Term;

(iii)         If within five (5) business days thereafter the two appraisers cannot reach agreement, then each shall designate the rate which he or she believes is the appropriate new Base Rental. Unless either the Landlord agrees to the rate specified by Tenant’s appraiser or vice versa, the two appraisers shall agree on a third appraiser, who shall have no less than the minimum experience required of the initial two appraisers; and

(iv)          Within five (5) business days thereafter, the third appraiser shall determine which of the two appraisals for the new Base Rental is closer to the new Base Rental which the third appraiser believes is the appropriate new Base Rental. Upon such determination, the new Base Rental selected by the third appraiser shall be used.

(v)           If Landlord or Tenant fails to comply with the time guidelines in this Section, then the prevailing market rental submitted by the other shall automatically apply.

(vi)          Each party shall bear the expense of its own appraiser and shall divide equally the expense of the third appraiser.

Notwithstanding any provision contained in this Section 2.7 to the contrary, Landlord shall have the right to cancel and rescind (the "Option to Rescind") any Option to Extend provided Landlord delivers Tenant written notice of

6

Landlord's election at least eighteen (18) months prior to the end of the Lease Term or first Renewal Term, as applicable. In the event Landlord exercises its Option to Rescind, Tenant shall have the right to terminate this Lease and all of Tenant's obligations hereunder by providing written notice within ninety (90) days of Landlord’s exercise of its Option to Rescind and the effective date of such termination shall be determined by Tenant but in no event later than the end of the Lease Term or Renewal Term. Nothing contained in this Section 2.7 or elsewhere in this Lease shall be construed to afford Landlord any rights or options to terminate the Lease prior to the Expiration Date of the initial eleven (11) year term.

2.8            Right of First Refusal . Tenant shall have a one-time right of first refusal on the leasing of third (3 ^rd ) floor of the Building. Landlord shall notify Tenant in writing in the event Landlord and any third-party execute and exchange a bona fide agreement, letter of intent, term sheet, letter of understanding or other writing made in good-faith and concerning a lease agreement for the third (3 ^rd ) floor of the Building, or any portion thereof. Any such agreement or understanding between Landlord and any third-party shall be subject to Tenant's right of first refusal and Tenant shall have ten (10) business days after receipt of such written notice to notify Landlord of Tenant’s intent to lease such space on the same terms and conditions as such prospective third-party.

2.9            Expansion Space . During the Term or any Renewal Term, Tenant shall have the right to lease additional available space in the Building as such space is available as reasonably determined by Landlord (the “Expansion Space”). In the event of such an election by Tenant (except in the case of Tenant’s exercise of its Right of First Refusal pursuant to Section 2.9 above), Tenant may lease such additional space at the then current rent rate charged hereunder, and for a term that coincides and extends for so long as and equal to the then remaining balance of the Lease Term or any Renewal Term, provided, however, that in the event less than five (5) years remain in the Term or any Renewal Term, Tenant may only elect to lease the Expansion Space if Tenant simultaneously exercises an Option to Extend. In the event Tenant does exercise its right to lease Expansion Space, Tenant shall receive a rent credit equal to $5.00 per rentable square foot of Expansion Space, pro-rated based upon the difference between the unexpired balance of the Lease Term and/or any Renewal Term and the initial Lease Term of eleven (11) years. In the event Tenant elects to exercise its Renewal Option in order to lease the Expansion Space, Landlord shall have thirty (30) days to provide Tenant written notice of Landlord's election to void Tenant's exercise of the Renewal Option. In the event Landlord delivers no such written notice to Tenant, Landlord's right to void Tenant's exercise of the Renewal Option shall expire and be of no further force or effect. In the event Landlord does elect to void Tenant's exercise of the Renewal Option and does deliver written notice of the same to Tenant within said thirty (30) day period, then Tenant shall have a one time right to terminate this Lease in its entirety to be exercised by delivering written notice to the Landlord within ninety (90) days of Landlord’s rejection of Tenant’s election to expand, the effective date of such termination shall be fifteen (15) months following delivery of such notice to Landlord and upon such termination, Tenant shall have no further liability to Landlord other than any obligations hereunder that survive the termination of this Lease. In the event that Tenant does not exercise this right to terminate within ninety (90) days of Landlord’s rejection of Tenant’s election to expand, then Tenant’s right to terminate shall be void and of no further force or effect.

III

RENT, RENT ADJUSTMENT AND DEPOSITS

3.1            Base Rental . Tenant shall pay to Landlord an annual base rent in monthly installments for and during the Lease Term in the amounts specified in the Lease Summary (the “Base Rental”); provided that Tenant may elect to increase the Rentable Area of the Premises in advance of the date set forth on the Lease Summary by providing Landlord sixty (60) days written notice of Tenant’s intention to increase such Rentable Area. Upon any such increase, the Base Rental shall be adjusted accordingly. The monthly installments of Base Rental shall be paid in advance on the first (1st) day of every calendar month during the Lease Term.

3.2            Rental Adjustment . The Base Rental shall be adjusted each anniversary of the Commencement Date (as the same may be adjusted as set forth in Section 2.1 herein) to the amounts set forth in the schedule set forth in the Lease Summary (the “Rent Schedule”). Tenant covenants and agrees to pay Monthly Base Rental throughout the Term of the Lease as Base Rental becomes adjusted pursuant to the Rent Schedule.

7

3.3            Operating Expenses . In addition to the Base Rental, Tenant, as additional rental, shall pay, for each calendar year during the Lease Term, Tenant’s pro rata share of the total increase, if any, in Operating Expenses for the next calendar year in question over the Operating Expenses for the Operating Expenses Base Year designated in the Lease Summary. The additional rental payable pursuant to this Section 3.3 shall be determined and adjusted in accordance with the following procedures:

(a)           During each December of the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of additional rental payable under this Section 3.3 for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one twelfth (1/12th) of such estimated amounts together with the Base Rental, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month after such notice is given. If at any time or times it appears to Landlord that the actual amount payable under this Section 3.3 for the current calendar year will vary from Landlord’s estimate by more than five percent (5%), Landlord may revise, by notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amounts of additional rental payable under this Section 3.3.

(b)           Within one hundred twenty (120) days after the close of each calendar year during the Lease Term, except with respect to the calendar year during which the Commencement Date occurs, Landlord shall deliver to Tenant a statement of the adjustments to be made pursuant to this Section 3.3 for the calendar year just ended certified by certified public accountants designated by Landlord. If on the basis of such statement, Tenant is entitled to a refund of any amount paid in the calendar year just ended in excess of the estimated payments for that calendar year, Landlord shall credit such excess to the next payments of additional rental coming due pursuant to this Section 3.3 or, if the term of this Lease is about to expire, refund such excess to Tenant if Tenant is not in default under this Lease (in the instance of an event of default, such excess shall be held as additional security for Tenant’s performance, may be applied by Landlord to cure any such event of default and shall not be refunded until any such event of default is cured). If on the basis of such statement Tenant owes an amount that is more than the estimated payments for the calendar year just ended previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the statement.

(c)           If the Lease term shall expire on a day other than the last day of a calendar year, the amount of additional rental payable pursuant to this Section 3.3 shall be the product of multiplying the additional rental which otherwise would have been payable for the full calendar year by a fraction, the numerator of which is the actual number of days of the calendar year in question included within the Lease Term, and the denominator of which is three hundred sixty-five (365). The expiration of this Lease shall not affect the obligations of Landlord and Tenant pursuant to subsection (b) of this Section 3.3 to be performed subsequent to such expiration.

(d)           Tenant acknowledges that in determining Tenant’s pro rata share of Tenant’s Operating Expenses, Landlord has assumed it will operate the Building during the hours of 7:00 a.m. to 7:00 p.m., Monday through Friday. Landlord shall, at Landlord’s cost, install three (3) sub-meters to monitor electrical consumption for after hours use. Meter 1 shall be located at utility chase (0-4020) and Meter 2 shall be located at utility chase 0-4190 and Meter 3 shall be located in the mechanical room (1-1031) and will monitor the chilling units and the air handling units for the entire office building. Tenant shall pay fifty percent (50%) of the cost associated with the provision of utilities for the Tenant’s extended hours of operation for Meters 1 and 2, and twelve and one half percent (12.5%) of the cost associated with the provision of utilities for the Tenant’s extended hours of operation for Meter 3. Any amounts billed to Tenant under this Section 3.3(d) shall reflect Landlord's actual average cost of purchasing electricity for the Building, inclusive of all discounts if discounts are received by Landlord. Payments for such additional services shall be deemed additional rental due from Tenant.

(e)           Upon no less than ten (10) business days’ written notice, Tenant shall have the right to audit the books and records of Landlord for the two (2) preceding years; provided that Landlord shall not

8

be required to provide access to books and records if such books or records do not pertain to Landlord’s Operating Expenses. Tenant may only exercise this audit right once in any two-year period. Upon the completion of such audit(s), Landlord and Tenant shall make the appropriate adjustments based on the results of such audit(s). If such audit reveals that Landlord has charged Operating Expenses in an amount equal to or greater than seven percent (7%) above the actual Operating Expenses incurred by Landlord during any given lease year, then Landlord shall reimburse Tenant for the cost incurred in performing said audit, such cost not to exceed $3,000.00, and further provided that Tenant shall not be permitted to retain an audit firm who is paid a contingency fee or commission based on the amount of reimbursement calculated or obtained.

(f)            Landlord releases Tenant from any obligation to pay its pro rata share of any Operating Expense not billed to Tenant within two (2) years of the date the same is incurred and paid by Landlord.

(g)           Landlord has considered and hereby represents to Tenant that the material components of Operating Expenses during the Operating Expenses Base Year (including utilities, gas and electric; common area maintenance; janitorial; and Property Taxes) will equal, in the aggregate, approximately $8.90 per rentable square foot (the "Additional Rent Estimate"). Notwithstanding any provision in this Lease to the contrary, in no given year during the Term or any Renewal Term shall the pro rata share of Operating Expenses charged to Tenant exceed the pro rata share of Operating Expenses paid by Tenant in the immediately preceding year by more three percent (3.0%). In determining the Additional Rent Estimate, Landlord has assumed and "grossed up" the occupancy rate in the Building to be ninety percent (90%) and no such increase in the occupancy rate in the Building (including Tenant's expansion within the Building) shall result in an increase in the Operating Expenses charged to Tenant.

3.4            Security Deposit . As security for the full and faithful performance and observance by Tenant of its covenants and obligations under this Lease, Tenant has posted or will post within two (2) business days hereof, a certain letter of credit more particularly described in the Lease Summary (the "Letter of Credit" or the “Security Deposit”). It is agreed and acknowledged by Tenant that the Letter of Credit is not an advance or future payment of rent or a measure of Landlord’s damages in the case of a Default by Tenant. Upon the occurrence of a Default under this Lease, Landlord may draw upon the Letter of Credit to the extent required for the payment of any Base Rental and additional rental or any other sum as to which Tenant is in default or for the payment of any other damage, injury, expense or liability resulting from a Default. Following any such draw on the Letter of Credit, Tenant shall restore and/or replace the Letter of Credit to the amount set forth and then required under the Lease Summary. In the event no Default has occurred and is continuing as of the expiration of the ninety-sixth month following the Commencement Date, Landlord shall release and waive in writing any right, title and interest of Landlord in the Letter of Credit and return the same to Tenant. In the event of a sale of the Building or a lease of the Building, subject to this Lease, Landlord shall be released from all liability for the return or release of the Letter of Credit as long as the purchaser assumes the obligations of Landlord under this Lease, including but not limited to those obligations related to the Letter of Credit set forth in the Lease Summary and this Section 3.4. This provision shall apply to every transfer or assignment made of the Letter of Credit to a new landlord.

3.5            Payments . Tenant shall pay to Landlord all Base Rental, additional rent and all other charges due and owing by Tenant under this Lease without deduction or set off, in legal tender, at the address specified in the Lease Summary for the mailing of payments, or as otherwise directed from time to time by Landlord.

3.6            Rent for Partial Months . A prorated monthly installment, based on a thirty (30) day month, shall be paid in advance (i) on the Rent Commencement Date for any fraction of a month if the Lease Term begins on any day other than the first (1st) day of any month and (ii) on the first (1st) day of the final month of the Lease Term for any fraction of a month if the Lease Term shall terminate on any day other than the last day of any month.

IV

PREPARATION, MAINTENANCE AND REPAIR OF PREMISES

4.1            Repairs by Tenant . Tenant shall at its own expense keep the Premises in good repair and tenantable condition and indemnify Landlord against any loss, damage or expense arising by reason of any failure of

9

Tenant so to keep the Premises in good repair and tenantable condition or due to any act or neglect of Tenant, its agents, employees, contractors, invitees, licensees, tenants or assignees. If Tenant fails to perform, or cause to be performed, such maintenance and repairs, then at the option of Landlord, in its sole discretion, any such maintenance or repair may be performed or caused to be performed by Landlord and the cost and expense thereof charged to Tenant, and Tenant shall pay the amount thereof to Landlord on demand as additional rental.

4.2            Repairs by Landlord . Landlord shall at its own expense unless otherwise provided herein keep and maintain in good order and repair, subject to normal wear and tear, casualty to and condemnation of the Building (excluding the Premises and other portions of the Building leased to other tenants), including without limitation, the Common Areas, the mechanical, plumbing, electrical and elevator systems and the structural components of the Building (including the roof, foundations and glass exterior surfaces of the Building), and shall be responsible for maintaining such areas in accordance with all applicable laws, rules, statutes, ordinances and codes during the Term. In the event that Landlord fails to commence such maintenance within fifteen (15) days of receipt of written notice from Tenant, Tenant shall have the right to perform such maintenance and charge the costs therefore to Landlord, provided, however, that the cost of any such repairs or maintenance to the foregoing necessitated by the intentional acts or omissions, negligence or gross negligence of Tenant, or its agents, employees, contractors, invitees, licensees, tenants or assignees, however, shall be reimbursed by Tenant to Landlord upon demand as additional rental.

4.3            Alterations by Tenant . Except as otherwise provided in this Lease, Tenant shall make no structural alterations or additions of any kind in or to the Premises without first obtaining Landlord’s prior written consent, not to be unreasonably withheld or delayed; provided that Landlord’s consent shall not be required for any future re-carpeting, re-painting, installation of interior offices or demising walls, or any other decorative or non-structural alterations to the Premises. Upon completion of any alterations, Tenant shall deliver to Landlord a complete and reproducible copy of the “as-built” architectural drawings of the alterations to the extent that such alterations involve the relocation of walls, doors or other permanent or semi-permanent improvements. Any alterations made by Tenant, including but not limited to those requiring Landlord's approval (“Tenant Improvement”) shall be at the sole expense and liability of Tenant, and Tenant’s indemnity in Subsection 7.3(d) hereof shall apply to any contractors engaged by Tenant in connection therewith. Landlord shall have the right to take depreciation with respect to the Tenant Improvements to the extent of the Landlord’s Allowance and Tenant shall have the right to take depreciation with respect to Tenant Improvements to the extent that it contributes towards the cost of Tenant Improvements in excess of Landlord’s Allowance. Tenant shall be solely responsible for completing any such alterations in accordance with all applicable codes. In the event Landlord fails to respond to Tenant's request for approval of an alteration within ten (10) business days, such alteration shall be deemed approved.

4.4            Discharge of Liens . Tenant is not authorized to contract for or on behalf of Landlord for work on or the furnishing of materials to the Premises or any other part of the Building. Tenant shall discharge of record by payment, bond or otherwise, within thirty (30) days subsequent to the date of its receipt of notice thereof from Landlord, any mechanic’s, laborer’s or similar lien filed against the Premises or the Building for work or materials claimed to have been furnished at the instance of Tenant. If Tenant shall fail to cause such lien or claim of lien to be so discharged or bonded within such period, in addition to any other right or remedy it may have, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by procuring the discharge of such lien or claim by deposit in court or bonding, and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien or claim by the claimant and to pay the amount of the judgment, if any, in favor of the claimant, with interest, costs and allowances. Tenant shall pay as additional rental on demand from time to time any sum or sums so paid by Landlord and all costs and expenses incurred by Landlord, including, but not limited to, reasonable attorneys’ fees in processing such discharge or in defending any such action.

(a)           If the Building or Premises is damaged partially or wholly by fire, the elements, act of God or other casualty, and if such damage cannot, in Landlord’s reasonable estimation, be materially restored within ninety (90) days of such damage, then either Landlord or Tenant may terminate this Lease as of the date of such fire or casualty and the Lease Term shall end on such date as if that date had been

10

originally fixed in this Lease for the expiration of the Lease Term. Landlord or Tenant shall exercise its option provided herein by written notice to the other within sixty (60) days of such fire or other casualty.

(b)           If this Lease is not terminated pursuant to subsection (a) above, then Landlord, within such ninety (90) day period, shall repair and restore to a condition substantially the same as existing on the date of this Lease the Building or Premises, as the case may be (except that Landlord may elect not to rebuild, and thus terminate this Lease, if such damage occurs during the last year of the Lease Term, regardless of any term extension option which is unexercised at the date of occurrence of the casualty). In the event that Landlord shall fail to complete such repairs and material restoration within ninety (90) days after the date of such damage and Tenant’s use and enjoyment of the Premises is then materially impaired by the uncompleted restoration, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord, whereupon the Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions or additions in construction requested by Tenant, or because of strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control or other causes beyond the reasonable control of Landlord, the ninety (90) day period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed. In no event shall Landlord be required to rebuild, repair or replace any personal property, equipment or trade fixtures which belong to Tenant.

(c)           If this Lease is not terminated pursuant to this Section 4.5 and if the Premises are unfit for occupancy in whole or in part following such damage, the Base Rental and Rental Adjustment payable during the period in which the Premises are unfit for occupancy shall abate and shall be reduced in proportion to the number of square feet of Rentable Area of the premises rendered unusable by such damage.

(d)           Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control except that Landlord’s insurance may be subject to control by the holder or holders of any indebtedness secured by a mortgage or deed to secure debt covering any interest of Landlord in the Premises or the Building.

(e)           Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed to secure debt covering the Premises or Building requires that any insurance proceeds be paid to it, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon the Lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Lease Term.

(f)            If any such casualty stated in this Section 4.5 occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses or any other type of injury or damage resulting from the repair of any such damage, or from any repair, modification, arranging or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Section 4.5.

(a)           If all or any substantial part of the Building or of the Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it is then being used, this Lease shall term