DATE

Name

Address

Re: Solicitation for Offer No. \_\_\_\_\_("SFO")

General Services Administration

Dear \_\_\_\_\_\_\_\_\_:

This letter, when signed by authorized representatives of both \[insert
name\] ("Lessor") and \[insert name\] ("Broker"), will represent the
Commission Agreement ("Agreement") between Lessor and Broker with
respect to Broker's representation of the United States of America,
acting by and through the General Services Administration ("Tenant"),
concerning Tenant's lease of office space in \[insert building address\]
("Building") pursuant to the above-referenced SFO.

In the event that a lease agreement ("Lease") is awarded to Lessor by
Tenant for space in the Building, Lessor agrees to pay Broker a
commission ("Commission") to be calculated and paid in accordance with
the terms of this Agreement. The Commission shall be equal to \[insert
commission in accordance with local business practice\] (\_\_\_\_%) of
the "Aggregate Lease Value" (as defined below) for the initial firm term
of this Lease. The Commission shall be earned upon lease execution as
defined in the SFO and shall be paid, without further condition or
contingency, (i) one-half (1/2) when the Lease is awarded and (ii)
one-half (1/2) upon the earlier of Tenant's occupancy of the premises
leased pursuant to the Lease or the commencement date of the Lease.

The Aggregate Lease Value is defined as the full service rental to be
paid by Tenant for the initial firm term of the Lease. Firm Term and
application of broker commissions are defined in Paragraphs 1.7 and 1.15
of the SFO. The Aggregate Lease Value shall include:

(i) the initial full service rental to be paid by Tenant on all space
    leased by Tenant, including base rent, base operating costs, base
    real estate taxes, and amortization of any tenant improvement
    allowance , and

(ii) any fixed annual or other periodic rental bumps and/or fixed annual
     or other periodic rent escalations.

The Aggregate Lease Value shall not include:

(i) any rental abatement provided to Tenant pursuant to the Lease other
    than the Commission Credit,

(ii) any annual rental escalations covering operating expense and/or
     real estate tax increases during the lease term, and

(iii) any additional amounts paid by Tenant for services over and above
      those furnished by Lessor as a part of the Lease.

Any change in the Aggregate Lease Value caused by the amortization of
additional Tenant Improvements, as outlined in a fully executed SLA,
shall be reflected in the second one -- half (1/2) payment. In addition,
provided that Broker is representing Tenant in the negotiations for
expansion space (as confirmed by Tenant) Lessor agrees to pay Broker a
Commission on any such expansion space leased by Tenant during the
initial term of the Lease substantially in accordance with the terms of
the Lease.

Lessor and Broker expressly recognize and agree that the first \_\_\_\_%
of the Commission shall be paid directly to the Broker and that the
remaining \_\_\_ % of the Commission shall be applied to the benefit of
Tenant in the Lease as a credit to shell rent as required in the SFO
(the "Commission Credit"). The Aggregate Lease Value provided above
shall be calculated before and without regard to the application of the
Commission Credit.

Lessor and Broker each represents and warrants to the other that, in
connection with this transaction, it has not employed or dealt with any
broker, agent or finder other than Broker. Lessor and Broker shall each
indemnify and hold the other and the Tenant harmless from and against
any claims for brokerage or other commissions asserted by any broker,
agent or finder employed by Lessor or Broker, respectively, or with whom
Lessor or Broker, respectively, has dealt.

This Agreement contains the entire agreement between the parties with
respect to the payment of a commission by the Lessor to the Broker and
supersedes all prior agreements, negotiations and understandings between
the Lessor and the Broker with respect to the subject matter hereof. Any
representation, inducement or agreement not contained in this Agreement
shall be of no force and effect. This Agreement may not be modified in
any manner other than an instrument in writing signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.

Each signatory to this Agreement represents and warrants that it has
full authority to sign this Agreement on behalf of the party for whom it
signs and that this Agreement binds such party. If either party is
required to institute legal action against the other in connection with
any dispute between Lessor and Broker relating to this Agreement or
either party's performance hereunder, the prevailing party shall be
entitled to reasonable attorneys' fees and costs.

Please indicate your acceptance and approval of the above by having an
authorized individual execute this Agreement on behalf of Lessor in the
space provided below and return an executed original of this letter to
the undersigned.

Sincerely,

{BROKER TRANSACTION AGENT}

GSA AUTHORIZED REPRESENTATIVE

{INSERT SPECIFIC NBC COMPANY}

AGREED AND ACCEPTED:

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

> Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_