**Exhibit 10.33**

INDUSTRIAL LEASE

1. BASIC PROVISIONS
| 1.1    | Date:                                                                                                          | September 24, 1999                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|----------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.2    | Landlord:                                                                                                      | HARDY COMMERCE CENTER, L.L.C., an                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                           | Arizona limited liability company                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.3    | Landlord’s Address:                                                                                       | Hardy Commerce Center, L.L.C.                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                           | c/o Victoria Properties, Inc.                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                           | 549 South 48th Street, Suite 108                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                           | Tempe, Arizona 85281                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           | Attention:  Ken  Matheson                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           | with a copy to:                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           | Mark Dioguardi, Esq.                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           | Tiffany & Bosco, P.A.                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                           | 1850 N. Central, Suite 500                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                           | Phoenix, Arizona 85004                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.4    | Tenant:                                                                                                        | Prism Arizona Operations, LLC, a Delaware limited                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                           | liability company                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.5    | Tenant’s Address:                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (a)           Prior  to Commencement                         | 11 Beach Street. 2nd Floor                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                 Date:               | New York, New York 10013                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | (b)           Subsequent  to                                 |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                 Commencement  Date: | Desert Vista Commerce Center                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                           | 7810-7890 South Hardy Drive                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                           | Tempe, Arizona 85284                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.6    | Property:                                                                                                      | The approximate 98,464  square foot industrial/office facility located at 7810-7890 South Hardy Drive  in Tempe, Maricopa County, Arizona, depicted on the Site Plan attached hereto  as Exhibit “A” and incorporated herein by this reference, together  with the buildings now or hereafter situated thereon, the landscaping,  parking facilities and all other improvements and appurtenances thereto. |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.7    | Building:                                                                                                      | That certain  industrial/office building known as Desert Vista Commerce Center (Building B)  located at 7850 South Hardy Drive, Suite to be established, Tempe, Maricopa  County, Arizona 85284, and situated on the Property.                                                                                                                                                                                       |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.8    | Leased Premises:                                                                                               | Approximately 5,067  rentable square feet of space located on the 1st floor of the Building and  commonly known as Suite to be established, as outlined on the Floor Plan  attached hereto as Exhibit “B”.                                                                                                                                                                                                 |
|   |                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.9    | Permitted Use:                                                                                                 | Telecommunication transmissions, switch operation                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                           | and general office administration.                                                                                                                                                                                                                                                                                                                                                                                   |

 

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| 1.10   | Lease Term:                                   | Ten (10) years                                                                                                                                                                    |
|--------|-----------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                          |                                                                                                                                                                              |
| 1.11   | Scheduled Commencement Date  Expiration Date: | Scheduled Commencement Dale is six (6) full months  after full execution of the lease. Expiration Date to be One hundred twenty  (120) full months after the Commencement Date.   |
|   |                                          |                                                                                                                                                                              |
| 1.12   | Annual Basic Rent:                            | Year                                                                                                                                                                              |   | Rent Detail  Annual (PSF)* |   |
|   |                                          | 1                                                                                                                                                                                 |   | $10.20 NNN |   |
|   |                                          | 2-3                                                                                                                                                                               |   | $10.80 NNN |   |
|   |                                          | 4                                                                                                                                                                                 |   | $11.40 NNN |   |
|   |                                          | 5-6                                                                                                                                                                               |   | $11.76 NNN |   |
|   |                                          | 7-8                                                                                                                                                                               |   | $12.12 NNN |   |
|   |                                          | 9-10                                                                                                                                                                              |   | $12.72 NNN |   |
|   |                                          |                                                                                                                                                                              |
|   |                                          | * Excludes applicable rental tax                                                                                                                                                  |
|   |                                          |                                                                                                                                                                              |
| 1.13   | Security Deposit:                             | Subject to review of financials, security shall  waived.                                                                                                                          |
|   |                                          |                                                                                                                                                                              |
| 1.14   | Building Hours:                               | 24 hours - seven (7) days a week                                                                                                                                                  |
|   |                                          |                                                                                                                                                                              |
| 1.15   | Parking Spaces:                               | Up to eight (8) unreserved spaces and zero (0)                                                                                                                                    |
|   |                                          | covered reserved spaces.                                                                                                                                                          |
|   |                                          |                                                                                                                                                                              |
| 1.16   | Parking Charge:                               | N/A                                                                                                                                                                               |
|   |                                          |                                                                                                                                                                              |
| 1.17   | Guarantors:                                   | Prism Communication Services, Inc., a                                                                                                                                             |
|   |                                          | Corporation                                                                                                                                                                       |
|   |                                          |                                                                                                                                                                              |
| 1.18   | Broker:                                       | Insignia/ESG   Staubach                                                                                                                                                           |
|   |                                          |                                                                                                                                                                              |
| 1.19   | Exhibits:                                     | A = Site Plan   B = Floor Plan   C = Memorandum of Commencement Date   D = Reserved Covered Parking License   E = Work Letter   F = Rules and Regulations   G = Guaranty of Lease |
|   |                                          |                                                                                                                                                                              |
| 1.20   | Riders:                                       |                                                                                                                                                                              |

 

2. LEASED PREMISES;ADJUSTMENTS

2.1     LeasedPremises. Landlord hereby leases to Tenant, and Tenant hereby leases andaccepts from Landlord, the Leased Premises, upon the terms and conditions setforth in this Lease and any modifications, supplements or addenda hereto (the “Lease”),including the Basic Provisions of Article 1 which are incorporatedherein by this reference, together with the nonexclusive right to use, incommon with Landlord and others, the Building Common Areas (defined below). Forthe purposes of this Lease, the term “Building Common Areas” meanscommon hallways, corridors, walkways and footpaths, foyers and lobbies, parkinglots, driveways, landscaped areas, and such other areas within or adjacent tothe Building which are subject to or are designed or intended solely for thecommon enjoyment, use and/or benefits of the tenants of the Property.

2.2.     Adjustments.The Annual Basic Rent at the Commencement Date (as hereinafter defined) isbased on the Leased Premises containing the rentable square footage set forthin Article

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1.8 above. If the actual rentablesquare footage of the Leased Premises is more or less than the square footageset forth in Article 1.8 above (to be computed, at Landlord’s or Tenant’soption, after completion of the Leased Premises, by an architect designated byLandlord and licensed to practice in the State of Arizona), the Annual BasicRent shall be increased or decreased in accordance with the rental rate setforth in Article 1.12 above. Tenant and Landlord agree that for purposesof this lease the rentable square feet is as defined in Article 1.8 oradjusted per Article 2.2. For the purpose of this Lease, Landlord andTenant agree that the RU ratio shall be 1.0455.

3. LEASE TERM,COMMENCEMENT DATE

3.1     LeaseTerm. The Lease Term shall begin on the Commencement Date and shall be forthe period set forth in Article 1.10 above, plus any period of less thanone (1) month between the Commencement Date and the first day of the nextsucceeding calendar month, unless sooner terminated in accordance with thefurther provisions of this Lease.

3.2     CommencementDate. The Commencement Date shall mean the earlier of (a) the date ofsubstantial completion of Tenant’s improvements; i.e., Tenant has completedconstruction of the Tenant’s improvements in accordance with Tenant’s finalplans and specification and all permits for lawful occupancy issued or (b) six(6) months after the landlord made the leased Premises available to Tenant forconstruction. Landlord shall make the premises available to the Tenant forConstruction of the Tenant Improvements within five (5) days of full executionof the lease (the “Scheduled Date”).

3.3     Memorandumof Commencement Date. Landlord and Tenant shall, within ten (10) days afterthe Commencement Date, execute a declaration in the form of Exhibit “C”attached hereto specifying the Commencement Date.

3.4     Delayin Commencement Date. In the event Landlord shall be unable, for anyreason, to deliver possession of the Leased Premises to Tenant on the ScheduledDate, Landlord shall not be liable for any loss or damage occasioned thereby,nor shall such inability affect the validity of this Lease or the obligationsof Tenant. In such event, Tenant shall not be obligated to pay Annual BasicRent or Additional Rent until the Commencement Date. In the event Landlordshall not have delivered possession of the Leased Premises to Tenant as of theScheduled Date then the Commencement Date as defined in Article 3.2 will beextended by an equal number of days that the Leased Premises were delayed inbeing available to Tenant up to a maximum of Thirty (30) days, and if suchfailure to deliver possession was (a) caused solely by the fault or neglect ofLandlord, and (b) not caused by any fault or neglect of Tenant or due toadditional time required to plan for and install other work for Tenant beyondthe amount of time which would have been required if only building standardimprovements had been installed, then, as its sole and exclusive remedy forLandlord’s failure to deliver possession of the Leased Premises in a timelymanner, Tenant shall have the right to terminate this Lease by delivering writtennotice of termination to Landlord at any time within thirty (30) days after theexpiration of such thirty (30) day period. Such termination shall be effectivethirty (30) days after receipt by Landlord of Tenant’s notice of terminationunless Landlord shall, prior to the expiration of such thirty (30) day period,deliver possession of the Leased Premises to Tenant. In addition, if theCommencement Date does not occur within twelve (12) months after the Date ofthis Lease as set forth in Article 1.1, other than as a result of thebreach or default by Landlord. Landlord may elect, by delivering written noticeto Tenant, to terminate this Lease, which termination shall be effective upondelivery of written notice of such termination by Landlord to Tenant. Upon atermination of this Lease pursuant to the provisions of this Article 3.4,the parties shall have no further obligations or liabilities, to the other andLandlord shall promptly return any monies previously deposited or paid byTenant.

4. SECURITY DEPOSIT

Tenant shall pay toLandlord, upon the execution of this Lease, the Security Deposit set forth in Article1.13 above as security for the performance by Tenant of its obligationsunder this Lease, which amount shall be returned to Tenant after the expirationor earlier termination of this Lease, provided that Tenant shall have fullyperformed all of its obligations contained in this Lease. The

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Security Deposit, at the election of Landlord, may beretained by Landlord as and for its full damages or may be applied in reductionof any loss and/or damage sustained by Landlord by reason of the occurrence ofany breach, nonperformance or default by Tenant under this Lease without thewaiver of any other right or remedy available to Landlord at law, in equity orunder the terms of this Lease. If any portion of the Security Deposit is soused or applied, Tenant shall, within five (5) days alter written notice fromLandlord, deposit with Landlord immediately available funds in an amountsufficient to restore the Security Deposit to its original amount, and Tenant’sfailure to do so shall be a breach of this Lease. Tenant acknowledges andagrees that in the event Tenant shall file a voluntary petition pursuant to theBankruptcy Code or any successor thereto, or if an involuntary petition isfiled against Tenant pursuant to the Bankruptcy Code or any successor thereto,then Landlord may apply the Security Deposit towards those obligations ofTenant to Landlord which accrued prior to the filing of such petition. Tenantacknowledges further that the Security Deposit may be commingled with Landlord’sother funds and that Landlord shall be entitled to retain any interest earningsthereon. In the event of termination of Landlord’s interest in this Lease,Landlord shall transfer the Security Deposit to Landlord’s successor ininterest, whereupon Landlord shall be released from liability by Tenant for thereturn of such deposit or the accounting therefore.

5. RENT; RENT TAX;ADDITIONAL RENT

5.1     Paymentof Rent. Tenant shall pay to Landlord the Annual Basic Rent set forth in Article1.12 above, subject to adjustment as provided herein. The Annual Basic Rentshall be paid in equal monthly installments, on or before the first day of eachand every calendar month during the Lease Term, in advance, without notice ordemand and without abatement, deduction or set-off. If the Commencement Date isother than the first day of a calendar month, the payment for the partial monthfollowing the Commencement Date shall be prorated and shall be payable on thefirst day of the first full calendar month of the Lease Term. The Annual BasicRent for the first full month of the Lease Term shall be paid upon theexecution of this Lease. All payments requiring proration shall be prorated onthe basis of a thirty (30) day month. In addition, all payments to be madeunder this Lease shall be paid in lawful money of the United States of Americato Landlord or its agent at the address set forth in Article 1.3 above,or to such other person or at such other place as Landlord may from time totime designate in writing.

5.2     RentTax. In addition to the Annual Basic Rent and Additional Rent, Tenant shallpay to Landlord, together with the monthly installments of Annual Basic Rentand payments of Additional Rent, an amount equal to any governmental taxes,including, without limitation, any sales, rental, occupancy, excise, use ortransactional privilege taxes assessed or levied upon Landlord with respect toany and all amounts paid by Tenant to Landlord hereunder, as well as all taxesassessed or imposed upon Landlord’s gross receipts or gross income from leasingthe Leased Premises to Tenant, including, without limitation, transactionprivilege taxes, education excise taxes, any tax now or hereafter imposed bythe City of Tempe, the State of Arizona, any other governmental body, and anytaxes assessed or imposed in lieu of or in substitution of any of the foregoingtaxes. Such taxes shall not, however, include any franchise, gift, estate,inheritance, conveyance, transfer or net income tax assessed against Landlord.

5.3     AdditionalRent. In addition to Annual Basic Rent, all other amounts to be paid byTenant to Landlord pursuant to this Lease (including amounts to be paid byTenant pursuant to Article 6 below **[andparking charges to be paid by Tenant pursuant to Exhibit “D”]**,if any, shall be deemed to be Additional Rent, whether or not designated assuch, and shall be due and payable within five (5) days after receipt by Tenantof Landlord’s statement or together with the next succeeding installment ofBasic Rent, whichever shall first occur. Landlord shall have the same remediesfor the failure to pay Additional Rent as for the nonpayment of Basic Rent.

6. OPERATING COSTS

6.1     Tenant’sObligation for Costs. The Annual Basic Rent does not include amountsattributable to Tenant’s share of Taxes (defined below) or the cost of the use,management, repair, service, insurance, condition, operation and maintenance ofthe Building and the Property. Tenant shall pay to Landlord, in addition to theAnnual Basic Rent, in accordance wilh the further provisions

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of this Article 6, an amount per rentable square footof the Leased Premises equal to the total Operating Costs (as hereinafterdefined) multiplied by Tenant’s Pro Rata Share set forth in Article 6.7.

6.2     Landlord’sEstimate. Landlord shall furnish Tenant an estimate of Tenant’s Pro RataShare of the Operating Costs for each calendar year commencing with theCommencement Date. In addition, Landlord may, from time to time, furnish Tenanta revised estimate of Operating Costs should Landlord anticipate any increasein Operating Costs from that set forth in a prior estimate. Commencing with thefirst month to which an estimate applies, Tenant shall pay, in addition to themonthly installments of Annual Basic Rent, an amount equal to one-twelfth(1/12th) of Landlord’s estimate of Tenant’s Pro Rata Share of the Property’sannual Operating Costs. Within sixty (60) days after the expiration of eachcalendar year or such longer period of time as may be necessary to compile suchstatement, Landlord shall deliver to Tenant a statement of the actual OperatingCosts for such calendar year. If the actual Operating Costs for such calendaryear are more or less than the estimated Operating Costs, a proper adjustmentshall be made. Any excess amounts paid by Tenant shall be refunded to Tenantwith such statement or, at Landlord’s option, may be applied to any amountsthen payable by Tenant to Landlord or to the next maturing monthly installmentof Annual Basic Rent of Additional Rent. Any deficiency between the estimatedand actual Pro Rata Share of Operating Costs shall be paid by Tenant toLandlord concurrently with the monthly installment of Annual Basic Rent nextdue. Any amount owing for a fractional calendar year in the first or final yearof the Lease Term shall be prorated.

6.3     OperatingCosts - Defined. Tenant shall pay to Landlord during the term hereof, inadditional to the annual basic rent Tenant’s Share (as specified in Article6.7) of all Operating Costs, as hereinafter defined, during each calendaryear of the term of this Lease, in accordance with the following provisions:

(a)     Forthe purposes of this Lease, “Operating Costs” shall mean all costs and expensesaccrued, paid or incurred by Landlord, or on Landlord’s behalf, in accordancewith generally accepted accounting principles, in respect of the use,management, repair, service, insurance, condition, operation and maintenance ofthe Building and the Property, including but not limited to the following:

(i)          Theoperation, repair and maintenance, in neat, clean, good order and condition, ofthe following:

(aa)     TheCommon Areas, including parking areas, loading and unloading areas, trashareas, roadways, sidewalks, walkways, parkways, driveways, landscaped areas,striping, bumpers, irrigation systems, Common Area lighting facilities, fencesand gates, elevators and roof,

(bb)     Exteriorsigns and any tenant directories.

(cc)     Firedetection and sprinkler systems.

(ii)         Thecost of water, gas, electricity, telephone and any other utilities required toservice the Common Areas.

(iii)        Trashdisposal, property management fees, security services and the costs of anyenvironmental inspections.

(iv)       Reservesset aside for maintenance and repair of Common Areas.

(v)        Taxes(as defined in Article 6.5) to be paid by Landlord for the Building andthe Common Areas under Article 6 hereof.

(vi)       Thecost of the premiums for the insurance policies maintained by Landlord under Article9 hereof.

(vii)      Anydeductible portion of an insured loss concerning the Building or the CommonAreas.

(viii)     Anyother services to be provided by Landlord that are stated elsewhere in thisLease to be a Common Area Operating Expense.

(b)     AnyOperating Costs and Taxes that are specifically attributable to the Building orto any other building in the Property or to the operation, repair andmaintenance thereof, shall be allocated entirely to the Building or to suchother building. However, any Operating Costs

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and Taxes that are not specifically attributable tothe Building or to any other buildings or to the operation, repair andmaintenance thereof, shall be equitably allocated by Landlord to all buildingsin the Property.

(c)     Theinclusion of the improvements, facilities and services set forth in Article6.3(a) shall not be deemed to impose an obligation upon Landlord to eitherhave said improvements or facilities or to provide those services unless theProject already has the same, Landlord already provides the services, orLandlord has agreed elsewhere in this Lease to provide the same or some ofthem.

6.4     OperatingCosts - Exclusions. Excluded from Operating Costs shall be the following:(a) depreciation, except to the extent expressly included pursuant to Article6.3 above; (b) interest on and amortization of debts, except to the extentexpressly included pursuant to Article 6.3 above; (c) leaseholdimprovements, including redecorating made for tenants of the Building; (d) brokeragecommissions and advertising expenses for procuring tenants for the Building orthe Property; (e) refinancing costs; (f) the cost of any repair, replacement oraddition which would be required to be capitalized under general acceptedaccounting principles, except to the extent expressly included pursuant to Article6.3 above; and (g) the cost of any item included in Operating Costs under Article6.3 above to the extent that such cost is reimbursed or paid directly by aninsurance company, condemnor, a tenant of the Building or any other party.

6.5     Taxes- Defined. For the purposes of this Lease, “Taxes” shall mean andinclude all real property taxes general and special assessments, assessmentsunder any covenants, conditions and restrictions encumbering the Property,foreseen as well as unforeseen, which are levied or assessed upon or withrespect to the Property, any improvements, fixtures, equipment and otherproperty of Landlord, located on the Property and used in connection with theoperation of all or any portion of the Property, as well as any tax, surchargeor assessment which shall be levied or assessed in addition to or in lieu ofsuch real or personal property taxes and assessments. Taxes shall also includeany expenses incurred by Landlord in contesting the amount or validity of anyreal or personal property taxes and assessments. Taxes shall not, however,include any franchise, gift, estate, inheritance, conveyance, transfer orincome tax assessed against Landlord. The Taxes shall also include any tax,fee, levy, assessment or charge, or any increase therein, imposed by reason ofevents occurring, or changes in Applicable Law taking effect, during the termof this Lease, including but not limited to a change in the ownership of the Propertyor in the improvements thereon, the execution of this Lease, or anymodification, amendment or transfer thereof, and whether or not contemplated bythe Parties. In calculating Taxes for any calendar year, the Taxes for any realestate tax year shall be included in the calculation of Taxes for such calendaryear based upon the number of days which such calendar year and tax year havein common.

6.6     NoWaiver. The failure by Landlord to furnish Tenant with a statement ofOperating Costs shall not constitute a waiver by Landlord of its right torequire Tenant to pay excess Operating Costs per rentable square foot.

6.7     Tenant’sPro Rata Share Defined. Tenant’s Pro Rata Share shall mean the ratio thatthe gross leasable floor area of the Leased Premises bears to the total grossleasable floor area of all completed buildings on the Property. Tenants ProRata share is defined as 5.15%.

6.8     Landlordshall supply a reconciliation statement of the operating expenses for the prioryear on or before April 1 of each year with Tenant having the right to auditthe statement and Landlord to pay the cost of the audit if the audit is inerror by more than five percent (5%).

7. CONDITION, REPAIRSAND ALTERATIONS

7.1     Alterationsand Improvements. Tenant may place partitions and fixtures and may makeimprovements and other alterations to the interior of the Leased Premises atTenant’s expense, provided, however, that prior to commencing any such work,Tenant shall first obtain the written consent of Landlord to the proposed work,including the plans, specifications, the proposed architect

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and/or contractor(s) for such alterations and/orimprovements and the materials used in connection with such alterations,including, without limitation, paint, carpeting, wall or window coverings andthe use of carpet glues and other chemicals for installation of such materials,such consent not to be unreasonably withheld. At least ten (10) days prior tothe commencement of any construction in the Leased Premises, Tenant shalldeliver to Landlord copies of the plans and specifications for the contemplatedwork and shall identify the contractor(s) selected by Tenant to perform suchwork. Landlord may require that the work be done by Landlord’s own employees,its construction contractors, or under Landlord’s direction, but at the expenseof Tenant, and Landlord may, as a condition to consenting to such work, requirethat Tenant provide security adequate in Landlord’s judgment so that theimprovements or other alterations to the Leased Premises will be completed in agood, workmanlike and lien free manner. Landlord may also require that any workdone to the interior of the Leased Premises be subject to the supervision ofLandlord or its designee, and Tenant shall pay to Landlord, upon completion ofsuch work, a supervision fee in an amount equal to zero percent (0%) of thecost of such work. All such improvements or alterations must conform to and bein substantial accordance in quality and appearance with the quality andappearance of improvements in a first-class, Class A, institutional gradeoffice building. All such improvements shall be the property of Landlord. Inthe event Landlord consents to the use by Tenant of its own architect and/orcontractor for the installation of any such alterations or improvements, priorto the commencement of such work, Tenant shall provide Landlord with evidencethat Tenant’s contractor has procured worker’s compensation, liability andproperty damage insurance (naming Landlord as an additional insured) in a formand in an amount approved by Landlord, and evidence that Tenant’s architectand/or contractor has procured the necessary permits, certificates andapprovals from the appropriate governmental authorities. Tenant acknowledgesand agrees that any review by Landlord of Tenant’s plans and specificationsand/or right of approval exercised by Landlord with respect to Tenant’sarchitect and/or contractor is for Landlord’s benefit only and Landlord shallnot, by virtue of such review or right of approval, be deemed to make anyrepresentation, warranty or acknowledgment to Tenant or to any other person orentity as to the adequacy of Tenant’s plans and specifications or as to theability, capability or reputation of Tenant’s architect and/or contractor.

7.2     Tenant’sObligations. Tenant shall, at Tenant’s sole cost and expense, maintain theLeased Premises in a clean, neat and sanitary condition and shall keep theLeased Premises and every part thereof in good condition and repair exceptwhere the same is required to be done by Landlord. Tenant shall be responsiblefor maintaining, repairing, and replacing (as necessary) the HVAC for thePremises. Tenant shall be responsible for maintaining the electrical, plumbing,lighting, and other mechanical systems within the Premises. Tenant shall beresponsible for its own separately metered water, electricity, phone and otherutilities, and Tenant’s trash collection, janitorial service and lighting.Tenant hereby waives all rights to make repairs at the expense of Landlord asprovided by any law, statute or ordinance now or hereafter in effect. All ofTenant’s alterations and/or improvements are the property of the Landlord, andTenant shall, upon the expiration or earlier termination of the Lease Term,surrender the Leased Premises, including Tenant’s alterations and/orimprovements, to Landlord, janitorial clean and in the same condition as whenreceived, ordinary wear and tear and damage by casualty excepted. Except as setforth in Article 7.3 below, Landlord has no obligation toconstruct, remodel, improve, repair, decorate or paint the Leased Premises orany improvement thereon or part thereof. Tenant shall pay for the cost of allrepairs to the Leased Premises not required to be made by Landlord and shall beresponsible for any redecorating, remodeling, alteration and painting duringthe Lease Term as Tenant deems necessary. Tenant shall pay for any repairs tothe Leased Premises, the Building and the Property made necessary by anynegligence or carelessness of Tenant, its employees or invitees.

7.3     Landlord’sObligations. Landlord shall (a) make all necessary repairs to the exteriorwalls, exterior doors, roofs, windows and corridors of the Building, (b)maintain, repair and replace (as necessary) the HVAC for the premises, and (c)keep the Building and the Building Common Areas in a clean, neat and attractivecondition, but Landlord shall not be liable or responsible for breakdowns orinterruptions in service when reasonable efforts are made to restore suchservice. The cost of all such maintenance and repair shall be Operating Costsfor which Tenant will be liable for its Pro Rata Share.

7.4     Removal ofAlterations. Upon the expiration or earlier termination of this Lease,

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Tenant shall remove from the Leased Premises allmovable trade fixtures and other movable personal property, and shall promptlyrepair any damage to the Leased Premises, the Building and/or the Propertycaused by such removal. All such removal and repair shall be entirely at Tenant’ssole cost and expense. At any time within fifteen (15) days prior to thescheduled expiration of the Lease Term or immediately upon any termination ofthis Lease, Landlord may require that Tenant remove from the Leased Premisesany alterations, additions, improvements (as to such items only to the extentspecified at the time of approval of such items), trade fixtures, equipment,shelving, cabinet units or movable furniture (and other personal property)designated by Landlord to be removed. In such event, Tenant shall, inaccordance with the provisions of Article 7.2 above, complete suchremoval (including the repair of any damage caused thereby) entirely at its ownexpense and within fifteen (15) days after notice from Landlord. All repairsrequired of Tenant pursuant to the provisions of this Article 7.5 shallbe performed in a manner satisfactory to Landlord, and shall include, but notbe limited to, repairing plumbing, electrical wiring and holes in walls,restoring damaged floor and/or ceiling tiles, repairing any other cosmeticdamage, and cleaning the Leased Premises. Tenant may remove its equipment atany time.

7.5     NoAbatement. Except as provided herein, Landlord shall have no liability toTenant, nor shall Tenant’s covenants and obligations under this Lease,including without limitation, Tenant’s obligation to pay Annual Basic Rent andAdditional Rent, be reduced or abated in any manner whatsoever by reason of anyinconvenience, annoyance, interruption or injury to business arising fromLandlord’s making any repairs or changes which Landlord is required orpermitted to make pursuant to the terms of this Lease or by any other tenant’sLease or are required by law to be made in and to any portion of the LeasedPremises, the Building or the Property. Landlord shall, nevertheless, usereasonable efforts to minimize any interference with Tenant’s business in theLeased Premises.

8. SERVICES

Landlord does not warrantthat any services which Landlord may supply will be free from interruption.Tenant acknowledges that any one or more of such services may be suspended byreason of accident, repairs, inspections, alterations or improvements necessaryto be made, or by strikes or lockouts, or by reason of operation of law, or bycauses beyond the reasonable control of Landlord. Landlord shall not be liablefor and Tenant shall not be entitled to any abatement or reduction of AnnualBasic Rent or Additional Rent by reason of any disruption of the services to beprovided by Landlord pursuant to this Lease.

9. LIABILITY ANDPROPERTY INSURANCE

9.1     LiabilityInsurance. Tenant shall, during the Lease Term, keep in full force andeffect, a policy or policies of commercial general liability insurance forpersonal injury (including wrongful death) and damage to property covering (a)any occurrence in the Leased Premises, (b) any act or omission by Tenant, byany subtenant of Tenant, or by any of their respective invitees, agents,servants or employees anywhere in the Leased Premises and the Property, (c) thebusiness operated by Tenant and by any subtenant of Tenant in the LeasedPremises, and (d) the contractual liability of Tenant to Landlord pursuant tothe indemnification provisions of Article 16.1 below, which coverageshall not be less than One Million and No/100 Dollars ($1,000,000.00) peroccurrence and One Million and No/100 Dollars ($1,000,000.00) combined singlelimit. If Landlord shall so request, Tenant shall increase the amount of suchliability insurance to the amount then customary for premises and uses similarto the Leased Premises and Tenant’s use thereof. The liability policy orpolicies shall contain an endorsement naming Landlord, its partners, members orshareholders (as applicable), Landlord’s lender and management agent and anypersons, firms or corporations designated by Landlord as additional insureds,and shall provide that the insurance carrier shall have the duty to defendand/or settle any legal proceeding filed against Landlord seeking damages basedupon bodily injury or property damage liability even if any of the allegationsof such legal proceedings are groundless, false or fraudulent.

9.2     PropertyInsurance. Tenant shall, during the Lease Term, keep in full force andeffect, a policy or policies of insurance with “Special Form Coverage,”including coverage for

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vandalism or malicious mischief, insuring the TenantImprovements as defined on Exhibit “E” hereto and Tenant’s alterationsand/or improvements made pursuant to Article 7.2 above and Tenant’sstock in trade, furniture, personal property, fixtures, equipment and otheritems in the Leased Premises, with coverage in an amount equal to the fullreplacement cost thereof.

9.3     Worker’sCompensation Insurance. Tenant shall, during the Lease Term, keep in fullforce and effect, a policy or policies of worker’s compensation insurance withan insurance carrier and in amounts approved by the Industrial Commission ofthe State of Arizona.

9.4     BusinessInterruption Insurance. Tenant shall, during the Lease Term, keep in fullforce and effect, a policy or policies of business interruption insurance in anamount equal to twelve (12) monthly installments of Annual Basic Rent andAdditional Rent payable to Landlord, together with the taxes thereon, insuringTenant against losses sustained by Tenant as a result of any cessation orinterruption of Tenant’s business in the Leased Premises for any reason.

9.5     InsuranceRequirements. Each insurance policy and certificate thereof obtained byTenant pursuant to this Lease shall contain a clause that the insurer willprovide Landlord, its members, partners and any persons, firms or corporationsdesignated by Landlord with at least thirty (30) days prior written notice ofany material change, non-renewal or cancellation of the policy. Each such insurancepolicy shall be with an insurance company authorized to do business in theState of Arizona and rated not less than A VIII in the then most currentedition of “Best’s Key Rating Guide”. Certified copies of all insurancepolicies evidencing the coverage under each such policy, as well as a certifiedcopy of the required additional insured endorsement(s) shall be delivered toLandlord prior to commencement of the Lease Term. Each such policy shallprovide that any loss payable thereunder shall be payable notwithstanding (a)any act, omission or neglect by Tenant or by any subtenant of Tenant, or (b)any occupation or use of the Leased Premises or any portion thereof by Tenantor by any subtenant of Tenant for purposes more hazardous than permitted by theterms of such policy or policies, or (c) any foreclosure or other action orproceeding taken by any mortgagee or trustee pursuant to any provision of anymortgage or deed of trust covering the Leased Premises, the Building or theProperty, or (d) any change in title or ownership of the Property. Allinsurance policies required pursuant to this Article 9 shall be writtenas primary policies, not contributing with or in excess of any coverage whichLandlord may carry. Tenant shall procure and maintain all policies entirely atits own expense and shall, at least twenty (20) days prior to the expiration ofsuch policies, furnish Landlord with certified copies of replacement policiesor renewal certificates for existing policies in conformance with Accord FormNo. 27 (March 1993). Tenant shall not do or permit to be done anything whichshall invalidate the insurance polices maintained by Landlord or the insurancepolicies required pursuant to this Article 9 or the coverage thereunder.If Tenant or any subtenant of Tenant does or permits to be done anything whichshall increase the cost of any insurance policies maintained by Landlord, thenTenant shall reimburse Landlord for any additional premiums attributable to anyact or omission or operation of Tenant or any subtenant of Tenant causing suchincrease in the cost of insurance. Any such amount shall be payable asAdditional Rent within five (5) days after receipt by Tenant of a bill fromLandlord. All policies of insurance (other than the policy of property insurancedescribed in Article 9.2) shall name both Landlord and Tenant (and/orsuch other party or parties as Landlord may require) as insureds and shall beendorsed to indicate that the coverage provided shall not be invalid due to anyact or omission on the part of Landlord. In addition, the policy of propertyinsurance described in Article 9.2 shall name Landlord (and Landlord’sLender, if Landlord shall so require) as a co-loss payee.

9.6     Co-Insurance.If on account of the failure of Tenant to comply with the provisions of this Article9, Landlord is deemed a co-insurer by its insurance carrier, then any lossor damage which Landlord shall sustain by reason thereof shall be borne byTenant, and shall be paid by Tenant within five (5) days after receipt of abill therefor.

9.7     Adequacyof Insurance. Landlord makes no representation or warranty to Tenant thatthe amount of insurance to be carried by Tenant under the terms of this Leaseis adequate to fully protect Tenant’s interests. If Tenant believes that theamount of any such insurance is insufficient, Tenant is encouraged to obtain,at its sole cost and expense, such additional insurance as Tenant may deemdesirable or adequate. Tenant acknowledges that Landlord shall not, by the factof approving, disapproving, waiving, accepting, or obtaining any insurance,incur any liability for or with respect

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to the amount of insurance carried, the form or legalsufficiency of such insurance, the solvency of any insurance companies or thepayment or defense of any lawsuit in connection with such insurance coverage,and Tenant hereby expressly assumes full responsibility therefor and allliability, if any, with respect thereto.

9.8     LandlordInsurance. Landlord shall maintain liability and casualty insurance on theBuilding, reimbursable by Tenant as part of operating costs as defined inArticle 6.3, in commercially reasonable amounts.

10. RECONSTRUCTION

10.1    InsuredDamage. In the event the Leased Premises are damaged during the Lease Termby fire or other perils covered by Landlord’s insurance, Landlord shall:

(a)     Withina period of one hundred twenty (120) days after the casualty, and providedthere is not then in existence of an Event of Default, commence repair,reconstruction and restoration of the Leased Premises and prosecute the samediligently to completion, in which event this Lease shall continue in fullforce and effect.

(b)     Inthe event of a partial or total destruction of either the Leased Premises, theBuilding, or the Property during the last two (2) years of the Lease Term,Landlord shall have the option to terminate this Lease upon giving writtennotice to Tenant within sixty (60) days after such destruction. For purposes ofthis Article 10, “partial destruction” shall be deemed destructionto an extent of at least thirty-three and one-third percent (33.33%) of thethen full replacement cost of the Leased Premises, the Building, or theProperty as of the date of destruction.

(c)     Inthe event that Superior Mortgages shall require that insurance proceeds beapplied against the principal balance due on the Superior Mortgage (definedbelow), then Landlord may, at Landlord’s option and upon sixty (60) dayswritten notice to Tenant, elect to terminate this Lease.

10.2    UninsuredDamage. In the event the Leased Premises, the Building or the Propertyshall be damaged as a result of any casualty not covered by Landlord’sinsurance, to any extent whatsoever, Landlord may, subject to Force Majeure,within one hundred twenty (120) days following the date of the casualty,commence repair, reconstruction or restoration of the Leased Premises, in whichevent this Lease shall continue in full force and effect, or within ninety (90)days following the casualty elect not to so repair, reconstruct or restore theLeased Premises, the Building or the Property, as the case may be, in whichevent this Lease shall cease and terminate. In either event, Landlord shallgive Tenant written notice of Landlord’s intention within such ninety (90) dayperiod.

10.3    Reconstruction.In the event of any reconstruction of the Leased Premises, the Building or theProperty pursuant to this Article 10, such reconstruction shall be inconformity with all city, county, state and federal ordinances, rules andregulations then in existence, as the same may be interpreted and enforced.Notwithstanding that all reconstruction work shall be performed by Landlord’scontractor unless Landlord shall otherwise agree in writing, Landlord’sobligation to reconstruct the Leased Premises shall be only to the comparablecondition of the Leased Premises immediately prior to the Commencement Date.Landlord’s obligation to repair and reconstruct the Leased Premises shall belimited to the amount of net proceeds of insurance received by Landlord,subject to reduction pursuant to Article 10.1(c) above. Any extraexpenses incurred by Landlord in the reconstruction of the Leased Premises, theBuilding or any other portion of the Property as a result of the violation byTenant of the terms and conditions set forth in Article 34 below shallbe borne by Tenant. Tenant, at Tenant’s sole cost and expense, shall beresponsible for the repair and restoration of all items of the TenantImprovements or Tenant’s improvements and/or alterations installed pursuant to Article7.2 and the replacement of Tenant’s stock in trade, trade fixtures,furniture furnishings and equipment. Tenant shall commence the installation offixtures, equipment and merchandise promptly upon delivery to Tenant ofpossession of the Leased Premises and shall diligently prosecute suchinstallation to completion.

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10.4    Termination.Upon any termination of this Lease under any of the provisions of this Article10, Landlord and Tenant each shall be released without further obligations tothe other coincident with the surrender of possession of the Leased Premises toLandlord, except for items which have previously accrued and remain unpaid. Inthe event of termination, all proceeds from Tenant’s property insurancecoverage and covering the Tenant Improvements or Tenant’s improvements and/oralterations installed pursuant to Article 7.2, but excluding proceedsfor trade fixtures, merchandise, signs and other removable personal property,shall be disbursed and paid to Landlord.

10.5    Abatement.In the event of repair, reconstruction and restoration of the Leased Premises,the Minimum Annual Rental and Additional Rent shall be abated proportionatelywith the degree to which Tenant’s use of the Leased Premises is impairedcommencing from the date of destruction and continuing during the period ofsuch repair, reconstruction or restoration. Tenant shall continue the operationof Tenant’s business at the Leased Premises during any such period to theextent reasonably practicable from the standpoint of prudent businessmanagement. Tenant shall not be entitled to any compensation or damages fromLandlord for loss of the use of the whole or any part of the Leased Premises,or the building of which the Leased Premises are a part, Tenant’s personalproperty or for any inconvenience or annoyance occasioned by such damage,repair, reconstruction or restoration.

10.6    Waiver.Tenant hereby waives any statutory and common law rights of termination whichmay arise by reason of any partial or total destruction of the Leased Premiseswhich Landlord is obligated to restore or may restore under any of theprovisions of this Lease, including the provisions of A.R.S. 33-343 except asotherwise provided herein.

10.7    Termination.If Landlord cannot complete repairs within one hundred eighty (180) days afterthe casualty or Landlord elects to notify Tenant in writing within sixty (60)days of said casualty of Landlord’s intent to not complete said repairs thenTenant may terminate this lease by providing Landlord thirty (30) days noticeafter receipt of Landlords notice to not proceed with said repairs or afterLandlord fails to complete said repairs within the stated timeframe, whicheverapplies.

11. WAIVER OFSUBROGATION

Landlord and Tenanthereby waives their rights and the subrogation rights of their insurer againstthe other and any other tenants of space in the Building or the Property, aswell as their respective members, officers, employees, agents, authorizedrepresentatives and invitees, with respect to any claims including, but notlimited to, claims for injury to any persons, and/or damage to the LeasedPremises and/or any fixtures, equipment, personal property, furniture,improvements and/or alterations in or to the Leased Premises, which are causedby or result from (a) risks or damages required to be insured against underthis Lease, or (b) risks and damages which are insured against by insurancepolicies maintained by Tenant or Landlord (as applicable) from time to time.Each shall obtain for the other from its insurers under each policy required bythis Lease a waiver of all rights of subrogation which such insurers of Eachmight otherwise have against the other party.

12. LANDLORD’S RIGHTTO PERFORM TENANT OBLIGATIONS

All covenants andagreements to be performed by Tenant under any of the terms of this Lease shallbe performed by Tenant at Tenant’s sole cost and expense and without anyabatement of Annual Basic Rent or Additional Rent. If Tenant shall fail to payany sum of money, other than Annual Basic Rent, required to be paid by ithereunder, or shall fail to perform any other act on its part to be performedhereunder, and such failure shall continue for five (5) days after noticethereof by Landlord (or such shorter period of time as may be reasonablefollowing oral notice to Tenant’s personnel in the Leased Premises), Landlordmay (but shall not be obligated to do so) without waiving or releasing Tenantfrom any of Tenant’s obligations, make any such payment or perform any suchother act on behalf of Tenant. All sums so paid by Landlord and all necessaryincidental costs, together with interest thereon at the greater of (a) fifteenpercent (15%) per annum or (b) the

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rate of interest per annum publicly announced, quotedor published, from time to time, by Bank of America, at its Phoenix, Arizonaoffice as its “reference rate” plus four (4) percentage points, from thedate of such payment by Landlord until reimbursement in full by Tenant (the “DefaultRate”), shall be payable to Landlord as Additional Rent with the nextmonthly installment of Annual Basic Rent; provided, however, in no event shallthe Default Rate exceed the maximum rate (if any) permitted by applicable law.

13. DEFAULT ANDREMEDIES

13.1    Eventof Default. The occurrence of any one or more of the following events willconstitute an “Event of Default” on the part of Tenant:

(a)     Failureto pay any installment of Annual Basic Rent, any Additional Rent or any othersum required to be paid by Tenant under this Lease, and such failure shallcontinue for five (5) days;

(b)     Failureto perform any of the other covenants or conditions which Tenant is required toobserve and perform (except failure in the payment of Annual Basic Rent,Additional Rent or any other monetary obligation contained in this Lease) andsuch failure shall continue for fifteen (15) days (or such shorter period oftime as may be specified by Landlord in the event of an emergency) afterwritten notice thereof by Landlord to Tenant, provided that if such default isother than the payment of money and cannot be cured within such fifteen (15)day period, then an Event of Default shall not have occurred if Tenant, withinsuch fifteen (15) day period, commences to cure such failure and diligently ingood faith prosecutes the same to completion and furnishes evidence thereof toLandlord within thirty (30) days thereafter;

(c)     Ifany warranty, representation or statement made by Tenant to Landlord inconnection with this Lease is or was materially false or misleading when made-or furnished;

(d)     IntentionallyOmitted.

(e)     IntentionallyOmitted.

(f)     IntentionallyOmitted.

(g)     Thelevy of a writ of attachment or execution or other judicial seizure ofsubstantially all of Tenant’s assets or its interest in this Lease, suchattachment, execution or other seizure remaining undismissed or discharged fora period of thirty (30) days after the levy thereof;

(h)     Thefiling of any petition by or against Tenant or any Guarantor to declare Tenantor any Guarantor a bankrupt or to delay, reduce or modify Tenant’s or anyGuarantor’s debts or obligations, which petition is not discharged within fortyfive (45) days after the date of filing;

(i)     Thefiling of any petition or other action taken to reorganize or modify Tenant’sor any Guarantor’s capital structure, which petition is not discharged withinforty five (45) days after the date of filing;

(j)     IfTenant or any Guarantor shall be declared insolvent according to law;

(k)     Ageneral assignment by Tenant or any Guarantor for the benefit of creditors;

(l)     Theappointment of a receiver or trustee for Tenant or any Guarantor or all or anyof their respective property, which appointment is not discharged within fortyfive (45) days after the date of filing;

(m)     Thefiling by Tenant or any Guarantor of a voluntary petition pursuant to theBankruptcy Code or any successor thereto or the filing of an involuntarypetition against Tenant or any Guarantor pursuant to the Bankruptcy Code or anysuccessor legislation, which petition is not discharged within forty five (45)days after the date of filing; or

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13.2    Remedies.Upon the occurrence of an Event of Default under this Lease by Tenant, Landlordmay, without prejudice to any other rights and remedies available to a landlordat law, in equity or by statute, Landlord may exercise one or more of thefollowing remedies, all of which shall be construed and held to be cumulativeand non-exclusive: (a) Terminate this Lease and re-enter and take possession ofthe Leased Premises, in which event, Landlord is authorized to make suchrepairs, redecorating, refurbishments or improvements to the Leased Premises asmay be necessary in the reasonable opinion of Landlord acting in good faith forthe purposes of reletting the Leased Premises and the costs and expensesincurred in respect of such repairs, redecorating and refurbishments and theexpenses of such reletting (including brokerage commissions) shall be paid byTenant to Landlord within five (5) days after receipt of Landlord’s statement;or (b) Without terminating this Lease, re-enter and take possession of theLeased Premises; or (c) Without such re-entry, recover possession of the LeasedPremises in the manner prescribed by any statute relating to summary process,and any demand for Annual Basic Rent, re-entry for condition broken, and anyand all notices to quit, or other formalities of any nature to which Tenant maybe entitled, are hereby specifically waived to the extent permitted by law; or(d) Without terminating this Lease, Landlord may relet the Leased Premises asLandlord may see fit without thereby avoiding or terminating this Lease, andfor the purposes of such reletting, Landlord is authorized to make suchrepairs, redecorating, refurbishments or improvements to the Leased Premises asmay be necessary in the reasonable opinion of Landlord acting in good faith forthe purpose of such reletting, and if a sufficient sum is not realized fromsuch reletting (after payment of all costs and expenses of such repairs,redecorating and refurbishments and expenses of such reletting (includingbrokerage commissions) and the collection of rent accruing therefrom) eachmonth to equal the Annual Basic Rent and Additional Rent payable hereunder,then Tenant shall pay such deficiency each month within five (5) days afterreceipt of Landlord’s statement; or (e) Landlord may declare immediately dueand payable all the remaining installments of Annual Basic Rent and AdditionalRent, and such amount; less the amount Tenant proves, if any, could reasonablyexpect to be recovered by Landlord through the releasing of the Leased Premisesfor the remainder of the Lease Term, shall be paid by Tenant within five (5)days after receipt of Landlord’s statement. Landlord shall not by re-entry orany other act, be deemed to have terminated this Lease, or the liability ofTenant for the total Annual Basic Rent and Additional Rent reserved hereunderor for any installment thereof then due or thereafter accruing, or for damages,unless Landlord notifies Tenant in writing that Landlord has so elected toterminate this Lease. After the occurrence of an Event of Default, theacceptance of Annual Basic Rent or Additional Rent, or the failure to re-enterby Landlord shall not be deemed to be a waiver of Landlord’s right tothereafter terminate this Lease and exercise any other rights and remediesavailable to it, and Landlord may re-enter and take possession of the LeasedPremises as if no Annual Basic Rent or Additional Rent had been accepted afterthe occurrence of an Event of Default. Upon an Event of Default, Tenant shallalso pay to Landlord all costs and expenses incurred by Landlord, includingcourt costs and attorneys’ fees, in retaking or otherwise obtaining possessionof the Leased Premises, removing and storing all equipment, fixtures andpersonal property on the Leased Premises and otherwise enforcing any ofLandlord’s rights, remedies or recourses arising as a result of an Event ofDefault.

13.3    AdditionalRemedies. All of the remedies given to Landlord in this Lease in the eventTenant commits an Event of Default are in addition to all other rights orremedies available to a landlord at law, in equity or by statute, including,without limitation, the right to seize and sell all goods, equipment andpersonal property of Tenant located in the Leased Premises and apply theproceeds thereof to all due and unpaid Annual Basic Rent, Additional Rent andother amounts owing under the Lease. All rights, options and remedies availableto Landlord shall be construed and held to be cumulative, and no one of themshall be exclusive of the other. Upon the occurrence of an Event of Default,all rights, privileges and contingencies which may be exercised by Tenant underthe Lease, including, without limitation, options to renew, extend and expand,as well as relocation rights, contraction rights and any other rights which maybe exercised by Tenant during the Lease Term, shall be void and of no furtherforce and effect.

13.4    Intereston Past Due Amounts. In addition to the late charge described in Article14 below, if any installment of Annual Basic Rent or Additional Rent is notpaid promptly when due,

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it shall bear interest at the Default Rate; provided,however, this provision shall not relieve Tenant from any default in the makingof any payment at the time and in the manner required by this Lease; andprovided, further, in no event shall the Default Rate exceed the maximum rate(if any) permitted by applicable law.

13.5    LandlordDefault. In the event Landlord should neglect or fail to perform or observeany of the covenants, provisions or conditions contained in this Lease on itspart to be performed or observed, and such failure continues for thirty (30)days after written notice of default (or if more than thirty (30) days shall berequired because of the nature of the default, if Landlord shall fail tocommence the curing of such default within such thirty (30) day period andproceed diligently thereafter) or for any commercially unreasonable time if anemergency situation occurs, then Landlord shall be responsible to Tenant forany actual damages sustained by Tenant as a result of Landlord’s breach, butnot special or consequential damages. Should Tenant give written notice toLandlord to correct any default, Tenant shall give similar notice to the holderof any mortgages or deeds of trust against the Building or the lessor of anyground lease, and prior to any cancellation of this Lease, the holder of suchmortgage or deed of trust and/or the lessor under such ground lease shall begiven a reasonable period of time to correct or remedy such default. If andwhen such holder of such mortgage or deed of trust and/or the lessor under anysuch ground lease has made performance on behalf of Landlord, the default ofLandlord shall be deemed cured. Notwithstanding any other provisions in thisLease, any claim which Tenant may have against Landlord for failure to performor observe any of the covenants, provisions or conditions contained in this Leaseshall be deemed waived unless such claim is asserted by written notice thereofto Landlord within ten (10) days of commencement of the alleged default oroccurrence of the cause of action and unless suit be brought thereon within six(6) months subsequent to the occurrence of such cause of action.

14. LATE PAYMENTS

Tenant herebyacknowledges that the late payment by Tenant to Landlord of any monthlyinstallment of Annual Basic Rent, any Additional Rent or any other sums duehereunder will cause Landlord to incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult and impracticable toascertain. Such costs include but are not limited to processing, administrativeand accounting costs. Accordingly, if any monthly installment of Annual BasicRent, any Additional Rent or any other sum due from Tenant shall not bereceived by Landlord within five (5) days after the date when due, Tenant shallpay to Landlord a late charge equal to five percent (5%) of such overdue amountor Two Hundred and No/100 Dollars ($200.00), whichever is greater. Tenantacknowledges that such late charge represents a fair and reasonable estimate ofthe costs Landlord will incur by reason of late payments by Tenant. Neitherassessment nor acceptance of a late charge by Landlord shall constitute awaiver of Tenant’s default with respect to such overdue amount, nor preventLandlord from exercising any of the other rights and remedies available toLandlord. Nothing contained in this Article 14 shall be deemed tocondone, authorize, sanction or grant to Tenant an option for the late paymentof Annual Basic Rent, Additional Rent or any other sum due hereunder.

15. ABANDONMENT ANDSURRENDER

15.1    Surrender.No act or thing done by Landlord or by any agent or employee of Landlord duringthe Lease Term shall be deemed an acceptance of a surrender of the LeasedPremises unless such acceptance is expressed in writing and duly executed byLandlord. Unless Landlord so agrees in writing, the delivery of the key to theLeased Premises to any employee or agent of Landlord shall not operate as atermination of this Lease or as a surrender of the Leased Premises.

15.2    Surrender.Tenant shall, upon the expiration or earlier termination of this Lease,peaceably surrender the Leased Premises, including any Tenant Improvements andTenant’s improvements and/or alterations installed pursuant to Article 7.1,in a janitorial clean condition and otherwise in as good condition as whenTenant took possession, except for (i) reasonable wear and tear subsequent tothe last repair, replacement, restoration, alteration or renewal; (ii) loss byfire or other casually, and (iii) loss by condemnation. If Tenant shallabandon, vacate or surrender the

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Leased Premises, or be dispossessed by process of lawor otherwise, any personal property and fixtures belonging to Tenant and leftin the Leased Premises shall be deemed abandoned and, at Landlord’s option,title shall pass to Landlord under this Lease as by a bill of sale. Landlordmay, however, if it so elects, remove all or any part of such personal propertyfrom the Leased Premises and the costs incurred by Landlord in connection withsuch removal, including storage costs and the cost of repairing any damage tothe Leased Premises, the Building and/or the Property caused by such removalshall be paid by Tenant within five (5) days after receipt of Landlord’sstatement. Upon the expiration or earlier termination of this Lease, Tenantshall surrender to Landlord all keys to the Leased Premises and shall informLandlord of the combination of any vaults, locks and safes left on the LeasedPremises. The obligations of Tenant under this Article 15.2 shallsurvive the expiration or earlier termination of this Lease. Tenant shallindemnify Landlord against any loss or liability resulting from delay by Tenantin so surrendering the Premises, including, without limitation, any claims madeby any succeeding Tenant founded on such delay. Tenant shall give writtennotice to Landlord at least thirty (30) days prior to vacating the LeasedPremises for the express purpose of arranging a meeting with Landlord for ajoint inspection of the Leased Premises. In the event of Tenant’s failure togive such notice or to participate in such joint inspection, Landlord’sinspection at or after Tenant’s vacation of the Leased Premises shall beconclusively deemed correct, unless erroneous, for purposes of determiningTenant’s liability for repairs and restoration hereunder.

16. INDEMNIFICATIONAND EXCULPATION

16.1    Indemnification.Tenant shall indemnify, protect, defend and hold Landlord harmless from andagainst, and shall be responsible for, all claims, damages, losses, costs,liens, encumbrances, liabilities and expenses, including reasonable attorneys’,accountants’ and investigators’ fees and court costs (collectively, the “Claims”),however caused, arising in whole or in part from Tenant’s use of all or anypart of the Leased Premises, the Building and/or the Property or the conduct ofTenant’s business or from any activity, work or thing done, permitted orsuffered by Tenant or by any invitee, servant, agent, employee or subtenant ofTenant in the Leased Premises, the Building and/or the Property, and shallfurther indemnify, protect, defend and hold Landlord harmless from and against,and shall be responsible for, all Claims arising in whole or in part from anybreach or default in the performance of any obligation on Tenant’s part to beperformed under the terms of this Lease or arising in whole or in part from anyact, neglect, fault or omission by Tenant or by any invitee, servant, agent,employee or subtenant of Tenant anywhere in the Leased Premises, the Buildingand/or the Property. In case any action or proceeding is brought againstLandlord to which this indemnification shall be applicable, Tenant shall payall Claims resulting therefrom and shall defend such action or proceeding, ifLandlord shall so request, at Tenant’s sole cost and expense, by counselreasonably satisfactory to Landlord. The obligations of Tenant under this Article16.1 shall survive the expiration or earlier termination of this Lease.

16.2    Exculpation.Tenant, as a material part of the consideration to Landlord, hereby assumes allrisk of damage to property, injury and death to persons and all claims of anyother nature resulting from Tenant’s use of all or any part of the LeasedPremises, the Building and/or the Property, and Tenant hereby waives all claimsin respect thereof against Landlord. Neither Landlord nor its agents or employeesshall be liable for any damaged property of Tenant entrusted to any employee oragent of Landlord or for loss of or damage to any property of Tenant by theftor otherwise. Landlord shall not be liable for any injury or damage to personsor property resulting from any cause, including, but not limited to, fire,explosion, falling plaster, steam, gas, electricity, sewage, odor, noise, wateror rain which may leak from any part of the Building or from the pipes,appliances or plumbing works therein, or from the roof of any structure on theProperty, or from any streets or subsurfaces on or adjacent to the Building orthe Property, or from any other place or resulting from dampness or any othercauses whatsoever, unless caused solely by the gross negligence or willfulmisconduct of Landlord. Neither Landlord nor its employees or agents shall beliable for any defects in the Leased Premises, the Building and/or theProperty, nor shall Landlord be liable for the negligence or misconduct,including, but not limited to, criminal acts, by maintenance or other personnelor contractors serving the Leased Premises, the Building and/or the Property,other tenants or third parties, unless Landlord is grossly negligent or guiltyof willful misconduct. All property of Tenant kept or stored on the Propertyshall be so kept or stored at the

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risk of Tenant only, and Tenant shall indemnify,defend and hold Landlord harmless from and against, and shall be responsiblefor, any Claims arising out of damage to the same, including subrogation claimsby Tenant’s insurance carriers, unless such damage shall be caused by thewillful act or gross neglect of Landlord and through no fault of Tenant. Noneof the events or conditions set forth in this Article 16 shall be deemeda constructive or actual eviction or result in a termination of this Lease, norshall Tenant be entitled to any abatement or reduction of Annual Basic Rent orAdditional Rent by reason thereof. Tenant shall give prompt notice to Landlordwith respect to any defects, fires or accidents which Tenant observes in theLeased Premises, the Building and/or the Property.

**17. ENTRYBY LANDLORD**

Landlord reserves andshall at any and all reasonable times upon reasonable notice, or reasonableattempt to notify in case of an emergency, have the right to enter the LeasedPremises, to inspect the same, to supply janitorial service and other servicesto be provided by Landlord to Tenant hereunder, to submit the Leased Premisesto prospective purchasers or tenants, to post notices of non-responsibility,and to alter, improve or repair the Leased Premises and any portion of theBuilding of which the Leased Premises are a part, without abatement of AnnualBasic Rent or Additional Rent, and may for that purpose erect scaffolding andother necessary structures where reasonably required by the character of thework to be performed, always providing that access into the Leased Premisesshall not be blocked thereby, and further providing that the business of Tenantshall not be interfered with unreasonably. Tenant hereby waives any claim fordamages for any injury or inconvenience to or interference with Tenant’sbusiness, any loss of occupancy or quiet enjoyment of the Leased Premises orany loss occasioned thereby. For each of the aforesaid purposes, Landlord shallat all times have and retain a key with which to unlock all the doors in, uponor about the Leased Premises, excluding Tenant’s vaults and safes, and Landlordshall have the right to use any and all means which Landlord may deem proper toopen such doors in an emergency in order to obtain entry to the LeasedPremises, and any entry to the Leased Premises obtained by Landlord by any suchmeans or otherwise shall not under any circumstances be construed or deemed tobe a forcible or unlawful entry into, or a detainer of, the Leased Premises oran eviction of Tenant from all or any portion of the Leased Premises. Nothingin this Article 17 shall be construed as obligating Landlord to performany repairs, alterations or maintenance except as otherwise expressly requiredelsewhere in this Lease.

**18. SUBSTITUTEPREMISES**

**19. ASSIGNMENTAND SUBLETTING**

19.1     Consentof Landlord Required. Tenant shall not transfer or assign this Lease or anyright or interest hereunder, or sublet the Leased Premises or any part thereof,without first obtaining Landlord’s prior written consent, which consentLandlord may not withhold unreasonably. No transfer or assignment (whethervoluntary or involuntary, by operation of law or otherwise) or subletting shallbe valid or effective without such prior written consent. Should Tenant attemptto make or allow to be made any such transfer, assignment or subletting, exceptas aforesaid, or should any of Tenant’s rights under this Lease be sold orotherwise transferred by or under court order or legal process or otherwise,then, and in any of the foregoing events Landlord may, at its option, treatsuch act as an Event of Default by Tenant. Should Landlord consent to atransfer, assignment or subletting, such consent shall not constitute a waiverof any of the restrictions or prohibitions of this Article 19, and suchrestrictions or prohibitions shall apply to each successive transfer,assignment or subletting hereunder, if any.

19.2     IntentionallyOmitted.

19.3     Deliveryof Information. If Tenant wishes at any time to assign this Lease or subletthe Leased Premises or any portion thereof, it shall first notify Landlord ofits desire to do so and shall submit in writing to Landlord (a) the name of theproposed subtenant or assignee, (b) the nature of the proposed subtenant’s orassignee’s business to be carried on in the Leased Premises; (c) the terms andthe provisions of the proposed sublease or assignment; and (d) such financialinformation

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as Landlord may reasonably request concerning theproposed subtenant or assignee. Tenant’s failure to comply with the provisionsof this Article 19.3 shall entitle Landlord to withhold its consent tothe proposed assignment or subletting.

19.4     Adjustmentto Rental. In the event Tenant assigns its interest in this Lease or Subletsthe Leased Premises, Landlord and Tenant shall divide any rent received byTenant in excess of the Annual Basic Rent set forth in Article 1.12above, as adjusted in accordance with the following ratio: Tenant - 70%,Landlord - 30%. Notwithstanding the foregoing, in no event shall the AnnualBasic Rent due from Tenant after any such assignment or subletting be less thanthe Annual Basic Rent specified in Article 1.12 above, as adjusted.

19.6     NoRelease from Liability. Landlord may collect Annual Basic Rent and AdditionalRent from the assignee, subtenant, occupant or other transferee, and apply theamount so collected, first to the monthly installments of Annual Basic Rent,then to any Additional Rent and other sums due and payable to Landlord, and thebalance, if any, to Landlord, but no such assignment, subletting, occupancy,transfer or collection shall be deemed a waiver of Landlord’s, rights underthis Article 19, or the acceptance of the proposed assignee, subtenant,occupant or transferee. Notwithstanding any assignment, sublease or othertransfer (with or without the consent of Landlord), Tenant shall remainprimarily liable under this Lease and shall not be released from performance ofany of the terms, covenants and conditions of this Lease.

19.7     Landlord’sExpenses. If Landlord consents to an assignment, sublease or other transferby Tenant of all or any portion of Tenant’s interest under this Lease, Tenantshall pay or cause to be paid to Landlord, a transfer fee in an amount not lessthan Five Hundred and No/100 Dollars ($500.00) to reimburse Landlord foradministrative expenses and for legal, accounting and other out of pocketexpenses actually incurred by Landlord.

19.8     AssumptionAgreement. If Landlord consents to an assignment, sublease or other transferby Tenant of all or any portion of Tenant’s interest under this Lease, Tenantshall execute and deliver to Landlord, and cause the transferee to execute anddeliver to Landlord, an instrument in the form and substance acceptable toLandlord in which (a) the transferee adopts this Lease and assumes and agreesto perform, jointly and severally with Tenant, all of the obligations of Tenanthereunder, (b) Tenant acknowledges that it remains primarily liable for thepayment of Annual Basic Rent, Additional Rent and other obligations under thisLease, (e) Tenant subordinates to Landlord’s statutory lien, contract lien andsecurity interest, any liens, security interests or other rights which Tenantmay claim with respect to any property of transferee and (d) the transfereeagrees to use and occupy the Leased Premises solely for the purpose specifiedin Article 20 and otherwise in strict accordance with this Lease.

**20. USEOF LEASED PREMISES AND RUBBISH REMOVAL**

20.1     Use.The Leased Premises are leased to Tenant solely for the Permitted Use set forthin Article 1.9 above and for no other purpose whatsoever. Tenant shallnot use or occupy or permit the Leased Premises to be used or occupied, norshall Tenant do or permit anything to be done in or about the Leased Premisesnor bring or keep anything therein which will in any way increase the existingrate of or affect any casualty or other insurance on the Building or theProperty, or any of their respective contents, or make void or voidable orcause a cancellation of any insurance policy covering the Building or theProperty, or any part thereof or any of their respective contents. Tenant shallnot do or permit anything to be done in or about the Leased Premises, theBuilding and/or the Property which will in any way obstruct or interfere withthe rights of other tenants or occupants of the Building or the Property orinjure or annoy them. Tenant shall not use or allow the Leased Premises to beused for any improper, immoral, unlawful or objectionable purpose, nor shallTenant cause, maintain or permit any nuisance in, on or about the LeasedPremises, the Building and/or the Property. In addition, Tenant shall notcommit or suffer to be committed any waste in or upon the Leased Premises, theBuilding and/or the Property. Tenant shall not use the Leased Premises, theBuilding and/or the Property or permit anything to be done in or about theLeased Premises, the Building and/or the Property which will in any wayconflict with any matters of record, or any law, statute, ordinance orgovernmental rule or regulation now in force or which may hereafter be enacted

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or promulgated, and shall, at its sole cost andexpense, promptly comply with all matters of record and all laws, statutes,ordinances and governmental rules, regulations and requirements now in force orwhich may hereafter be in force and with the requirements of any Board of FireUnderwriters or other similar body now or hereafter constituted, foreseen orunforeseen, ordinary as well as extraordinary, relating to or affecting thecondition, use or occupancy of the Property, excluding structural changes notrelating to or affected by Tenant’s improvements or acts. The judgment of anycourt of competent jurisdiction or the admission by Tenant in any action againstTenant, whether Landlord be a party thereto or not, that Tenant has violatedany matters of record, or any law, statute, ordinance or governmental rule,regulation or requirement, shall be conclusive of that fact between Landlordand Tenant. In addition, Tenant shall not place a load upon any floor of theLeased Premises which exceeds the load per square foot which the floor wasdesigned to carry, nor shall Tenant install business machines or othermechanical equipment in the Leased Premises which cause noise or vibration thatmay be transmitted to the structure of the Building.

20.2   RubbishRemoval. Tenant shall keep the Leased Premises clean, both inside andoutside, subject, however, to Landlord’s obligation as set forth in Article7.3 above. Tenant shall not burn any materials or rubbish of anydescription upon the Leased Premises. Tenant shall keep all accumulated rubbishin covered containers. In the event Tenant fails to keep the Leased Premises inthe proper condition, Landlord may cause the same to be done for Tenant andTenant shall pay the expenses incurred by Landlord on demand, together withinterest at the Default Rate, as Additional Rent. Tenant shall, at its solecost and expense, comply with all present and future laws, orders and regulationsof all state, county, federal, municipal governments, departments, commissionsand boards regarding the collection, sorting, separation, and recycling ofwaste products, garbage, refuse and trash. Tenant shall sort and separate suchwaste products, garbage, refuse and trash into such categories as provided bylaw. Each separately sorted category of waste products, garbage, refuse andtrash shall be placed in separate receptacles reasonably approved by Landlord.Such separate receptacles may, at Landlord’s option, be removed from the LeasedPremises in accordance with a collection schedule prescribed by law. Landlordreserves the right to refuse to collect or accept from Tenant any wasteproducts, garbage, refuse or trash that is not separated and sorted as requiredby law, and to require Tenant to arrange for such collection at Tenant’s solecost and expense using a contractor satisfactory to Landlord. Tenant shall payall costs, expenses, fines, penalties or damages that may be imposed onLandlord or Tenant by reason of Tenant’s failure to comply with the provisionsof this Article 20.2, and, at Tenant’s sole cost and expense, Tenantshall indemnify, defend and hold Landlord and Landlord’s agents and employeesharmless (including legal fees and expenses) from and against, and shall beresponsible for, all actions, claims, liabilities and suits arising from suchnoncompliance, utilizing counsel reasonably satisfactory to Landlord.

**21. SUBORDINATIONAND ATTORNMENT**

21.1   Subordination.This Lease and all rights of Tenant hereunder shall be, at the option ofLandlord, subordinate to (a) all matters of record, (b) all ground leases,overriding leases and underlying leases (collectively referred to as the “leases”)of the Building or the Property now or hereafter existing, (c) all mortgagesand deeds of trust (collectively referred to as the “mortgages”)which may now or hereafter encumber or affect the Building or the Property, and(d) all renewals, modifications, amendments, replacements and extensions of leasesand mortgages and to spreaders and consolidations of the mortgages, whether ornot leases or mortgages shall also cover other lands, buildings or leases. Theprovisions of this Article 21.1 shall be self-operative and no furtherinstruments of subordination shall be required. In confirmation of suchsubordination, Tenant shall promptly execute, acknowledge and deliver anyinstrument that Landlord, the lessor under any lease or the holder of anymortgage or any of their respective assigns or successors in interest mayreasonably request to evidence such subordination. Any lease to which thisLease is subject and subordinate is called a “Superior Lease” and thelessor under a Superior Lease or its assigns or successors in interest iscalled a “Superior Lessor”. Any mortgage to which this Lease is subjectand subordinate is called a “Superior Mortgage” and the holder of aSuperior Mortgage is called a “Superior Mortgagee”. If Landlord, aSuperior Lessor or a Superior Mortgagee requires that such instruments beexecuted by Tenant, Tenant’s failure to do so within ten (10) days afterrequest therefor shall be deemed an Event of Default under this Lease. Tenantwaives any right to terminate

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this Lease because of any foreclosure proceedings.Tenant hereby irrevocably constitutes and appoints Landlord (and any successorLandlord) as Tenant’s attorney-in-fact, with full power of substitution coupledwith an interest, to execute and deliver to any Superior Lessor or SuperiorMortgagee any documents required to be executed by Tenant for and on behalf ofTenant if Tenant shall have failed to do so within ten (10) days after requesttherefore.

21.2   Attornment.If any Superior Lessor or Superior Mortgagee (or any purchaser at a foreclosuresale) succeeds to the rights of Landlord under this Lease, whether throughpossession or foreclosure action, or the delivery of a new lease or deed (a “SuccessorLandlord”), Tenant shall attorn to and recognize such Successor Landlord asTenant’s landlord under this Lease and shall promptly execute and deliver anyinstrument that such Successor Landlord may reasonably request to evidence suchattornment.

22. ESTOPPELCERTIFICATE

Tenant shall, wheneverrequested by Landlord, within ten (10) days after written request by Landlord,execute, acknowledge and deliver to Landlord a statement in writing certifying:(a) that this Lease is unmodified and in full force and effect, (or, ifmodified, stating the nature of such modification and certifying that thisLease, as so modified, is in full force and effect); (b) the dates to whichAnnual Basic Rent, Additional Rent and other charges are paid in advance, ifany; (c) that there are not, to Tenant’s knowledge, any uncured defaults on thepart of Landlord hereunder or specifying such defaults if any are claimed; (d)that Tenant has paid Landlord the Security Deposit, (e) the Commencement Dateand the scheduled expiration date of the Lease Term, (f) the rights (if any) ofTenant to extend or renew this Lease or to expand the Leased Premises and (g)the amount of Annual Basic Rent, Additional Rent and other charges currentlypayable under this Lease. In addition, such statement shall provide such otherinformation and facts Landlord may reasonably require. Any such statement maybe relied upon by any prospective or existing purchaser, ground lessee ormortgagee of all or any portion of the Property, as well as by any otherassignee of Landlord’s interest in this Lease. Tenant’s failure to deliver suchstatement within such time shall be conclusive upon Tenant (i) that this Leaseis in full force and effect, without modification except as may be representedby Landlord; (ii) that there are no uncured defaults in Landlord’s performancehereunder; (iii) that Tenant has paid to Landlord the Security Deposit; (iv)that not more than one month’s installment of Annual Basic Rent or AdditionalRent has been paid in advance; (v) that the Commencement Date and the scheduledexpiration date of the Lease Term are as stated therein, (vi) that Tenant hasno rights to extend or renew this Lease or to expand the Leased Premises, (vii)that the Annual Basic Rent, Additional Rent and other charges are as set forththerein and (viii) that the other information and facts set forth therein aretrue and correct.

23. SIGNS

Landlord shall retainabsolute control over the exterior appearance of the Building and the exteriorappearance of the Leased Premises as viewed from the public halls. Tenant shallnot install, or permit to be installed, any drapes, shutters, signs, lettering,advertising, or any items that will in any way, in the sole opinion ofLandlord, adversely alter the exterior appearance of the Building or theexterior appearance of the Leased Premises as viewed from the public halls orthe exterior of the Building. In no event may Tenant utilize trucks,automobiles or other vehicles on the Property for signage purposes.Notwithstanding the foregoing, Landlord shall install, at Tenant’s sole costand expense, letters or numerals at or near the entryway to the Leased Premisesprovided Tenant obtains Landlord’s prior written consent as to size, color,design and location. All such letters or numerals shall be in accordance withthe criteria established by Landlord for the Building. In addition, Landlordshall, at its cost, install Tenant’s name and suite number on the Buildingdirectory, if any; provided, however, any additions, deletions or othermodifications to the Building directory shall be at Tenant’s sole cost andexpense.

24. PARKING

24.1   Parking Facility. Landlordshall provide, operate and maintain parking accommodations (the “ParkingAccommodations”), together with necessary access, having a

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capacity adequate in Landlord’s opinion to accommodatethe requirements of the Building and the Property. No storage of vehicles orparking for more than twenty-four (24) hours shall be allowed without Landlord’sprior written consent. Tenant acknowledges and agrees that Landlord shall notbe liable for damage, loss or theft of property or injury to persons in, uponor about the Parking Accommodations from any cause whatsoever unless caused bythe gross negligence or willful misconduct of Landlord or its agents oremployees Landlord shall have the right to establish, and from time to timechange, alter and amend, and to enforce against all users of the ParkingAccommodations, such reasonable requirements and restrictions as Landlord deemsnecessary and advisable for the proper operation and maintenance of the ParkingAccommodations, including, without limitation, designation of particular areasfor reserved, visitor and/or employee parking, as a part of the Rules andRegulations of the Building referenced in Article 31 hereof. Parkingshall be free of charge, except for reserved, covered parking. Tenant shallhave the right to non-exclusive use of a minimum of 1.5 spaces per 1,000 squarefeet of rentable space, or the minimum required by governmental requirements,whichever is greater.

24.2   Parking Passes. Tenant ishereby allocated the number of unreserved parking passes designated in Article1.15 hereof, entitling holders to park in unreserved parking spaces,located in the Parking Accommodations as designated by Landlord from time totime for use by Tenant, its employees and licensees, and for which Tenant shallpay the monthly charges set forth in Article 1.16 hereof.

25. LIENS

Tenant shall keep theLeased Premises free and clear of all mechanic’s and materialmen’s liens. If,because of any act or omission (or alleged act or omission) of Tenant, anymechanics’, materialmen’s or other lien, charge or order for the payment ofmoney shall be filed or recorded against the Leased Premises, the Property orthe Building, or against any other property of Landlord (whether or not suchlien, charge or order is valid or enforceable as such), Tenant shall, at itsown expense, cause the same to be canceled or discharged of record withinthirty (30) days after Tenant shall have received written notice of the filingthereof, or Tenant may, within such thirty (30) day period, furnish to Landlord,a bond pursuant to A.R.S. 33-1004 (or any successor statute) and satisfactoryto Landlord and all Superior Lessors and Superior Mortgagees against the lien,charge or order, in which case Tenant shall have the right to contest, in goodfaith, the validity or amount thereof.

26. HOLDING OVER

It is agreed that thedate of termination of this Lease and the right of Landlord to recoverimmediate possession of the Leased Premises thereupon is an important andmaterial matter affecting the parties hereto and the rights of third parties,all of which have been specifically considered by Landlord and Tenant and thatTenant shall have no right to continue to occupy the premises without theexpress written consent of the Landlord. In the event of any continuedoccupancy or holding over of the Leased Premises with the express writtenconsent of Landlord beyond the expiration or earlier termination of this Leaseor of Tenants right to occupy the Leased Premises, whether in whole or in part,shall be deemed a monthly tenancy and Tenant shall pay one and one-half (1.5)times the Annual Basic Rent then in effect for the first thirty (30) days andtwo hundred percent (200%) thereafter plus any Additional Rent or other chargesor payments contemplated in this Lease, and any other costs, expenses, damages,liabilities and attorneys’ fees incurred by Landlord on account of Tenant’sholding over. The preceding provision of this paragraph shall not be construedas Landlord’s consent for Tenant to holdover and no holdover shall operate toextend the terms of the Lease.

27. ATTORNEYS’ FEES

Tenant shall pay toLandlord all amounts for costs (including reasonable attorneys’ fees) incurredby Landlord in connection with any breach or default by Tenant under this Leaseor incurred in order to enforce the terms or provisions of this Lease. Suchamounts shall be payable within five (5) days after receipt by Tenant ofLandlord’s statement. In addition, if any action shall be instituted by eitherof the parties hereto for the enforcement of any of their respective rights or

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remedies in or under this Lease, the prevailing partyshall be entitled to recover from the losing party all costs incurred by theprevailing party in such action and any appeal therefrom, including reasonableattorneys’ fees to be fixed by the court. Further, should Landlord be made aparty to any litigation between Tenant and any third party, then Tenant shallpay all costs and attorneys’ fees incurred by or imposed upon Landlord inconnection with such litigation.

28. RESERVED RIGHTS OFLANDLORD

Landlord reserves thefollowing rights, exercisable without liability to Tenant for damage or injuryto property, persons or business and without effecting an eviction,constructive or actual, or disturbance of Tenant’s use or possession or givingrise to any claim:

(a)       To name the Building and the Property andto change the name or street address of the Building or the Property;

(b)       To install and maintain all signs on theexterior and interior of the Building and the Properly;

(c)       To designate all sources furnishing signpainting and lettering;

(d)       During the last ninety (90) days of theLease Term, if Tenant has vacated the Leased Premises, to decorate, remodel,repair, alter or otherwise prepare the Leased Premises for re-occupancy,without affecting Tenant’s obligation to pay Annual Basic Rent;

(e)       To have pass keys to the Leased Premisesand all doors therein, excluding Tenant’s vaults and safes;

(f)        On reasonable prior notice to Tenant, toexhibit at reasonable times the Leased Premises to any prospective purchaser,mortgagee, or assignee of any mortgage on the Building or the Property and toothers having interest therein at any time during the Lease Term, and toprospective Tenants during the last six (6) months of the Lease Term;

(g)       To take any and all measures, includingentering the Leased Premises for the purposes of making inspections, repairs,alterations, additions and improvements to the Leased Premises or to theBuilding (including, for the purposes of checking, calibrating, adjusting andbalancing controls and other parts of the Building systems) as may be necessaryor desirable for the operation, improvement, safety, protection or preservationof the Leased Premises or the Building, or in order to comply with all laws,orders and requirements of governmental or other authorities, or as mayotherwise be permitted or required by this Lease; provided, however, thatLandlord shall endeavor (except in an emergency) to minimize interference withTenant’s business in the Leased Premises;

(h)       To relocate various facilities within theBuilding and on the Property if Landlord shall determine such relocation to bein the best interest of the development of the Building and the Property,provided, that such relocation shall not materially restrict access to theLeased Premises;

(i)        To change the nature, extent,arrangement, use and location of the Building Common Areas, provided that suchchange does not materially restrict Tenant’s use of the Leased Premises, theBuilding and the Property;

(j)        To make alterations or additions to andto build additional stories on the Building and to build additional buildingsor improvements on the Property; and

(k)       To install vending machines of all kindsin the Leased Premises and the Building, and to receive all of the revenuederived therefrom, provided, however, that no vending machines shail beinstalled by Landlord in the Leased Premises unless Tenant so requests.

Landlord further reserves the exclusive right to theroof of the Building. No casement for light, air,

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or view is included in the leasing of the LeasedPremises to Tenant. Accordingly, any diminution or shutting off of light, airor view by any structure which may be erected on the Property or otherproperties in the vicinity of the Building shall in no way affect this Lease orimpose any liability upon Landlord.

29. EMINENT DOMAIN

29.1   Taking.If the whole of the Building is lawfully and permanently taken by condemnationor any other manner for any public or quasi-public purpose, or by deed in lieuthereof, this Lease shall terminate as of the date of vesting of title in suchcondemning authority and the Annual Basic Rent and Additional Rent shall be prorated to such date. If any part of the Building or Property is so taken, or ifthe whole of the Building is taken, but not permanently, then this Lease shallbe unaffected thereby, except that (a) Landlord may terminate this Lease bynotice to Tenant within ninety (90) days after the date of vesting of title inthe condemning authority, and (b) if twenty percent (20%) or more of the LeasedPremises shall be permanently taken and the remaining portion of the LeasedPremises shall not be reasonably sufficient for Tenant to continue operation ofits business, Tenant may terminate this Lease by notice to Landlord withinninety (90) days after the date of vesting of title in such condemningauthority. This Lease shall terminate on the date of taking. The Annual BasicRent and Additional Rent shall be pro rated to the earlier of the terminationof this Lease or such date as Tenant is required to vacate the Leased Premisesby reason of the taking. If this Lease is not terminated as a result of apartial taking of the Leased Premises, the Annual Basic Rent and AdditionalRent shall be equitably adjusted according to the rentable area of the LeasedPremises and Building remaining.

29.2   Award.In the event of a taking of all or any part of the Building or the Property,all of the proceeds or the award, judgment, settlement or damages payable bythe condemning authority shall be and remain the sole and exclusive property ofLandlord, and Tenant hereby assigns all of its right, title and interest in andto any such award, judgment, settlement or damages to Landlord. Tenant shall,however, have the right, to the extent that the same shall not reduce orprejudice amounts available to Landlord, to claim from the condemningauthority, but not from Landlord, such compensation as may be recoverable byTenant in its own right for relocation benefits, moving expenses, and damage toTenant’s personal property and trade fixtures.

30. NOTICES

Any notice orcommunication given under the terms of this Lease shall be in writing and shallbe delivered in person, sent by any public or private express delivery serviceor deposited with the United States Postal Service or a successor agency,certified or registered mail, return receipt requested, postage pre-paid,addressed as set forth in the Basic Provisions, or at such other address as aparty may from time to time designate by notice hereunder. Notice shall beeffective upon delivery. The inability to deliver a notice because of a changedaddress of which no notice was given or a rejection or other refusal to acceptany notice shall be deemed to be the receipt of the notice as of the date ofsuch inability to deliver or rejection or refusal to accept. Any notice to begiven by Landlord may be given by the legal counsel and/or the authorized agentof Landlord.

31. RULES ANDREGULATIONS

Tenant shall abide by allrules and regulations (the “Rules and Regulations”) of the Building andthe Property imposed by Landlord, as attached hereto as Exhibit “F” oras may hereafter be issued by Landlord. Such Rules and Regulations are imposedto enhance the cleanliness, appearance, maintenance, order and use of theLeased Premises, the Building and the Property, and the proper enjoyment of theBuilding and the Property by all tenants and their clients, customers andemployees. The Rules and Regulations may be changed from time to time upon ten(10) days notice to Tenant. Breach of the Rules and Regulations, by Tenantshall constitute an Event of Default if such breach is not fully cured withinten (10) days after written notice to Tenant by Landlord. Landlord shall not beresponsible to Tenant for nonperformance by any other tenant, occupant orinvitee of the Building or the Property of any Rules or Regulations.

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32. ACCORD ANDSATISFACTION

No payment by Tenant orreceipt by Landlord of a lesser amount than the monthly installment of AnnualBase Rent and Additional Rent (jointly called “Rent” in this Article32), shall be deemed to be other than on account of the earliest stipulatedRent due and not yet paid, nor shall any endorsement or statement on any checkor any letter accompanying any check or payment as Rent be deemed an accord andsatisfaction. Landlord may accept such check or payment without prejudice toLandlord’s right to recover the balance of such Rent or to pursue any otherremedy in this Lease.

33. BANKRUPTCY OFTENANT

33.1   Chapter7. If a petition is filed by, or an order for relief is entered againstTenant under Chapter 7 of the Bankruptcy Code and the trustee of Tenant electsto assume this Lease for the purpose of assigning it, the election or assignment,or both, may be made only if all of the terms and conditions of Articles33.2 and 33.4 below are satisfied. If the trustee fails to elect to assumethis Lease for the purpose of assigning it within sixty (60) days afterappointment, this Lease will be deemed to have been rejected. To be effective,an election to assume this Lease must be in writing and addressed to Landlordand, in Landlord’s business judgment, all of the conditions hereinafter stated,which Landlord and Tenant acknowledge to be commercially reasonable, must havebeen satisfied. Landlord shall then immediately be entitled to possession ofthe Premises without further obligation to Tenant or the trustee, and thisLease will be terminated. Landlord’s right to be compensated for damages in thebankruptcy proceeding, however, shall survive.

33.2   Chapters11 and 13. If Tenant files a petition for reorganization under Chapters 11or 13 of the Bankruptcy Code or a proceeding that is filed by or against Tenantunder any other chapter of the Bankruptcy Code is converted to a Chapter 11 or13 proceeding and Tenant’s trustee or Tenant as a debtor-in-possession fails toassume this Lease within sixty (60) days from the date of the filing of thepetition or the conversion, the trustee or the debtor-in-possession will bedeemed to have rejected this Lease. To be effective, an election to assume thisLease must be in writing and addressed to Landlord and, in Landlord’s businessjudgment, all of the following conditions, which Landlord and Tenant acknowledgeto be commercially reasonable, must have been satisfied:

(a)       The trustee or the debtor-in-possessionhas cured or has provided to Landlord adequate assurance, as defined in this Article33.2, that;

(1)       The trustee will cure all monetarydefaults under this Lease within ten (10) days from the date of the assumption;and

(2)       The trustee will cure all non-monetarydefaults under this Lease within thirty (30) days from the date of theassumption.

(b)       The trustee or the debtor-in-possessionhas compensated Landlord, or has provided to Landlord adequate assurance, asdefined in this Article 33.2, that within ten (10) days from the date ofthe assumption Landlord will be compensated for any pecuniary loss it incurredarising from the default of Tenant, the trustee, or the debtor-in-possession asrecited in Landlord’s written statement of pecuniary loss sent to the trusteeor the debtor-in-possession. For purposes of this Lease, pecuniary loss shallinclude all attorneys’ fees and court costs incurred by Landlord in connectionwith any bankruptcy proceeding filed by or against Tenant.

(c)       The trustee or the debtor-in-possessionhas provided Landlord with adequate assurance of the future performance of eachof Tenant’s obligations under the Lease; provided, however, that:

(1)       The trustee or debtor-in-possession willalso deposit with Landlord as security for the timely payment of Annual BasicRent and Additional Rent, an amount equal to three months Annual Basic Rent andAdditional Rent accruing under this Lease.

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(2)       If not otherwise required by the terms ofthis Lease, the trustee or the debtor-in-possession will also pay in advance,on each day that the Annual Basic Rent is payable, one twelfth of Tenant’sestimated annual obligations under the Lease for the Additional Rent.

(3)       From and after the date of the assumptionof this Lease, the trustee or the debtor-in-possession will pay the AnnualBasic Rent and Additional Rent as provided in Article 1.12 above.

(4)       The obligations imposed upon the trusteeor the debtor-in-possession will continue for Tenant after the completion ofbankruptcy proceedings.

(d)       Landlord has determined that theassumption of the Lease will not:

(1)       Breach any provisions in any other lease,mortgage, financing agreement, or other agreement by which Landlord is boundrelating to the Property; or

(2)       Disrupt, in Landlord’s judgment, thetenant mix of the Building or any other attempt by Landlord to provide aspecific variety of Tenants in the Building that, in Landlord’s judgment, wouldbe most beneficial to all of the tenants of the Building and would enhance theimage, reputation, and profitability of the Building.

(e)       For purposes of this Article 33.2 “adequateassurance” means that:

(1)       Landlord will determine that the trusteeor the debtor-in-possession has, and will continue to have, sufficientunencumbered assets after the payment of all secured obligations andadministrative expenses to assure Landlord that the trustee or thedebtor-in-possession will have sufficient, funds to fulfill Tenant’sobligations under this Lease and to keep the Leased Premises properly staffedwith sufficient employees to conduct a fully operational, actively promotedbusiness on the Leased Premises; and

(2)       An order will have been enteredsegregating sufficient cash payable to Landlord and/or a valid and perfectedfirst lien and security interest will have been granted in property of Tenant,trustee, or debtor-in-possession that is acceptable for value and kind toLandlord, to secure to Landlord the obligation of the trustee ordebtor-in-possession to cure the monetary or non-monetary defaults under thisLease within the time periods set forth above.

33.3     Landlord’s Right to Terminate. Inthe event that this Lease is assumed by a trustee appointed for Tenant or byTenant as debtor-in-possession under the provisions of Article 33.2above and, thereafter, Tenant is either adjudicated a bankrupt or files asubsequent petition for arrangement under chapter 11 of the Bankruptcy Code,then Landlord may terminate, at its option, this Lease and all Tenant’s rightsunder it, by giving written notice of Landlord’s election to terminate.

33.4     Assignment by Trustee. If thetrustee or the debtor-in-possession has assumed the Lease, under the terms of Article33.1 or 33.2 above, and elects to assign Tenant’s interest under this Leaseor the estate created by that interest to any other person, that interest orestate may be assigned only if Landlord acknowledges in writing that theintended assignee has provided adequate assurance, as defined in this Article33.4, of future performance of all of the terms, covenants, and conditionsof this Lease to be performed by Tenant.

33.5     Adequate Assurance. For the purposesof this Article 33 “adequate assurance of future performance”means that Landlord has ascertained that each of the following conditions hasbeen satisfied:

(1)       The assignee has submitted a currentfinancial statement, audited by a certified public accountant, that shows a networth and working capital in amounts determined by Landlord to be sufficient toassure the future performance by the assignee of Tenant’s obligations underthis Lease,

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(2)       If requested by Landlord, the assigneewill obtain guarantees, in form and substance satisfactory to Landlord from oneor more persons who satisfy Landlord’s standards of creditworthiness;

(3)       Landlord has obtained all consents orwaivers from any third party required under any lease, mortgage, financingarrangement or other agreement by which Landlord is bound, to enable Landlord topermit the assignment;

(4)       When, pursuant to the Bankruptcy Code,the trustee or the debtor-in-possession is obligated to pay reasonable use andoccupancy charges for the use of all or part of the Leased Premises, thecharges will not be less than the Annual Basic Rent and Additional Rent.

33.6     Consent of Landlord. Neither Tenant’sinterest in the Lease nor any estate of Tenant created in the Lease will passto any trustee, receiver, assignee for the benefit of creditors, or any otherperson or entity, or otherwise by operation of law under the laws of any statehaving jurisdiction of the person or property of Tenant unless Landlordconsents in writing to the transfer. Landlord’s acceptance of Annual Basic Rentor Additional Rent or any other payments from any trustee, receiver, assignee,person, or other entity will not be deemed to have waived, or waive, the needto obtain Landlord’s consent or Landlord’s right to terminate this Lease forany transfer of Tenant’s interest under this Lease without that consent.

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**34. HAZARDOUSMATERIALS**

34.1     Hazardous Materials Laws. “HazardousMaterials Laws” means any and all federal, stale or local laws, ordinances,rules, decrees, orders, regulations or court decisions (including the so-called“common-law”) relating to hazardous substances, hazardous materials,hazardous waste, toxic substances, environmental conditions on, under or aboutthe Premises, or soil and ground water conditions, including, but not limitedto, the Comprehensive Environmental Response, Compensation and Liability Act of1980 (“CERCLA”), as amended, 42 U.S.C. 9601, et seq., the ResourceConversation and Recovery Act (“RCRA”), 42 U.S.C. 6901, et seq., theHazardous Materials Transportation Act, 49 U.S.C. 1801, et seq., any amendmentsto the foregoing, and any similar federal, state or local laws, ordinances,rules, decrees, orders or regulations.

34.2     Hazardous Materials. “HazardousMaterials”, means any chemical, compound, material, substance or othermatter that: (i) is a flammable explosive, asbestos, radioactive material,nuclear medicine material, drug, vaccine, bacteria, virus, hazardous waste,toxic substance, petroleum product, or related injurious or potentiallyinjurious material, whether injurious or potentially injurious by itself or incombination with other materials; (ii) is controlled, designated in or governedby any Hazardous Materials Law; (iii) gives rise to any reporting, notice orpublication requirements under any Hazardous Materials Law; or (iv) gives riseto any liability, responsibility or duty on the part of Tenant or Landlord withrespect to any third person under any Hazardous Materials Law.

34.3     Use. Tenant shall not allow anyHazardous Material to be used, generated, released, stored or disposed of on,under or about, or transported from, the Leased Premises, the Building or theProperty, unless: (i) such use is specifically disclosed to and approved byLandlord in writing prior to such use, and (ii) such use is conducted incompliance with the provisions of this Article 34. Landlord may approvesuch use subject to reasonable conditions to protect the Leased Premises, theBuilding or the Property, and Landlord’s interests. Landlord may withholdapproval if Landlord determines that such proposed use involves a material riskof a release or discharge of Hazardous Materials or a violation of anyHazardous Materials Laws or that Tenant has not provided reasonable assurancesof its ability to remedy such a violation and fulfill its obligations underthis Article 34.

34.4     Compliance With Laws. Tenant shallstrictly comply with, and shall maintain the Leased Premises in compliancewith, all Hazardous Materials Laws. Tenant shall obtain and maintain in fullforce and effect all permits, licenses and other governmental approvals requiredfor Tenant’s operations on the Leased Premises under any Hazardous MaterialsLaws and shall comply with all terms and conditions thereof. At Landlord’srequest, Tenant shall deliver copies of, or allow Landlord to inspect, all suchpermits, licenses and approvals. Tenant shall perform any monitoring,investigation, clean-up, removal and other remedial work (collectively, “RemedialWork”) required as a result of any release or discharge of HazardousMaterials affecting the Leased Premises, the Building or the Property, or anyviolation of Hazardous Materials Laws by Tenant or any assignee or sublessee ofTenant or their respective agents, contractors, employees, licensees, orinvitees. Landlord shall have the right to intervene in any governmental actionor proceeding involving any Remedial Work, and to approve performance of thework, in order to protect Landlord’s interests.

34.5     Compliance With Insurance Requirements.Tenant shall comply with the requirements of Landlord’s and Tenant’s respectiveinsurers regarding Hazardous Materials and with such insurers’ recommendationsbased upon prudent industry practices regarding management of HazardousMaterials.

34.6     Notice; Reporting. Tenant shallnotify Landlord, in writing, as soon as reasonably possible, but in no eventlater than two (2) days after any of the following: (a) a release or dischargeof any Hazardous Material, whether or not the release or discharge is inquantities that would otherwise be reportable to a public agency; (b) Tenant’sreceipt of any order of a governmental agency requiring any Remedial Workpursuant to any Hazardous Materials Laws; (c) Tenant’s receipt of any warning,notice of inspection, notice of violation or alleged violation, or Tenant’sreceipt of notice or knowledge of any proceeding, investigation of enforcementaction, pursuant to any Hazardous Materials Laws; or (d) Tenant’s receipt ofnotice or knowledge of any claims made

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or threatened by any third party against Tenant or theLeased Premises, the Building or the Property, relating to any loss or injuryresulting from Hazardous Materials. Tenant shall deliver to Landlord copies ofall test results, reports and business or management plans required to be filedwith any governmental agency pursuant to any Hazardous Materials Laws.

34.7     Termination: Expiration. Upon thetermination or expiration of this Lease, Tenant shall remove any equipment,improvements or storage facilities utilized in connection with any HazardousMaterials and shall, clean up, detoxify, repair and otherwise restore theLeased Premises to a condition free of Hazardous Materials for which Tenant isresponsible.

34.8     Indemnity. Tenant shall protect,indemnify, defend and hold Landlord harmless from and against, and shall beresponsible for, any and all claims, costs, expenses, suits, judgments,actions, investigations, proceedings and liabilities arising out of or inconnection with any breach of any provisions of this Article 34 ordirectly or indirectly arising out of the use, generation, storage, release,disposal or transportation of Hazardous Materials by Tenant or any sublessee orassignee of Tenant, or their respective agents, contractors, employees,licensees, or invitees, on, under or about the Leased Premises, the Building orthe Property during the Lease Term or Tenant’s occupancy of the LeasedPremises, including, but not limited to, all foreseeable and unforeseeableconsequential damages and the cost of any Remedial Work. Neither the consent byLandlord to the use, generation, storage, release, disposal or transportationof Hazardous Materials nor the strict compliance with all Hazardous MaterialLaws shall excuse Tenant from Tenant’s indemnification obligations pursuant tothis Article 34. The foregoing indemnity shall be in addition to and nota limitation of the indemnification provisions of Article 16 of thisLease. Tenant’s obligations pursuant to this Article 34 shall survivethe termination or expiration of this Lease.

34.9     Assignment; Subletting. If Landlord’sconsent is required for an assignment of this Lease or a subletting of theLeased Premises. Landlord shall have the right to refuse such consent if thepossibility of a release of Hazardous Materials is materially increased as aresult of the assignment or sublease or if Landlord does not receive reasonableassurances that the new tenant has the experience and the financial ability toremedy a violation of the Hazardous Materials Laws and fulfill its obligationsunder this Article 34.

34.10   Entry and Inspection; Cure. Landlordand its agents, employees and contractors, shall have the right, but not theobligation, to enter the Leased Premises at all reasonable times to inspect theLeased Premises and Tenant’s compliance with the terms and conditions of this Article34, or to conduct investigations and tests. No prior notice to Tenant shallbe required in the event of an emergency, or if Landlord has reasonable causeto believe that violations of this Article 34 have occurred, or ifTenant consents at the time of entry. In all other cases, Landlord shall giveat least twenty-four (24) hours prior notice to Tenant. Landlord shall have theright, but not the obligation, to remedy any violation by Tenant of theprovisions of this Article 34 or to perform any Remedial Work which isnecessary or appropriate as a result of any governmental order, investigationor proceeding. Tenant shall pay, upon demand, as Additional Rent, all costsincurred by Landlord in remedying such violations or performing all RemedialWork, plus interest thereon at the Default Rate from the date of demand untilthe date received by Landlord.

34.11   Event of Default. The release ordischarge of any Hazardous Material or the violation of any Hazardous MaterialsLaw shall constitute an Event of Default by Tenant under this Lease. Inaddition to and not in lieu of the remedies available under this Lease as aresult of such Event of Default, Landlord shall have the right, withoutterminating this Lease, to require Tenant to suspend its operations andactivities on the Leased Premises until Landlord is satisfied that appropriateRemedial Work has been or is being adequately performed and Landlord’s electionof this remedy shall not constitute a waiver of Landlord’s right thereafter topursue the other remedies set forth in this Lease.

34.12   Landlord Representation. Landlord willsupply at its expense a copy of Landlord’s existing environmental reportshowing that there are no hazardous substances in the Premises and shall haveno obligation to update said report.

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35. RESTRICTIONS

Tenant and all persons inpossession or holding under Tenant shall conform to and shall not violate theterms of any matters of record. No use or operation will be made, conducted orpermitted by Tenant on or with respect to all or any part of the Property whichis obnoxious to or out of harmony with the development or operation of similarproperties, including, without limitation, the following: (a) any public orprivate nuisance; (b) any noise or sound that is objectionable due tointermittency, beat, frequency, shrillness or loudness; (c) any obnoxious odor,(d) any noxious, toxic, caustic or corrosive fuel or gas; (e) any dust, dirt orfly ash in excessive quantities; (f) any unusual fire, explosion or otherdamaging or dangerous hazard; (g) the conduct of any sexually orientedbusiness, or a so-called “head” shop of businesses featuring, as aprincipal portion of a business, the sale or presentation of so-called “adult”products, sexually explicit products, or drug paraphernalia; (h) any activityoutside the ordinary course of business which physically and substantiallyinterferes with the business of any other tenant or any other individual orentity using any portion of the Property; (i) the violation of any law,ordinance, or rule or regulation of any governmental authority havingjurisdiction over the Property; or (j) for any other unreasonable use of theProperty not compatible with the operation of a first-class industrial officedevelopment, including, without limitation, advertising media which can beheard or experienced in an annoying manner from the exterior of the Building,the Premises or the Property, or other improvement from which it emanates, sucha searchlights, loud speakers, phonographs, radios or television.

36. MISCELLANEOUS

36.1     Entire Agreement, Amendments. ThisLease and any Exhibits and Riders attached hereto and forming a part hereof,set forth all of the covenants, promises, agreements, conditions andunderstandings between Landlord and Tenant concerning the Leased Premises andthere are no covenants, promises, agreements, representations, warranties,conditions or understandings either oral or written between them other than ascontained in this Lease. Except as otherwise provided in this Lease, nosubsequent alteration, amendment, change or addition to this Lease shall bebinding unless it is in writing and signed by both Landlord and Tenant.

36.2     Time of the Essence. Time is of theessence of each and every term, covenant and condition of this Lease.

36.3     Binding Effect. The covenants andconditions of this Lease shall, subject to the restrictions on assignment andsubletting, apply to and bind the heirs, executors, administrators, personalrepresentatives, successors and assigns of the parties hereto.

36.4     Recordation. Neither this Lease norany memorandum hereof shall be recorded by Tenant. At the sole option ofLandlord, Tenant and Landlord shall execute, and Landlord may record, a shortform memorandum of this Lease in form and substance satisfactory to Landlord.

36.5     Governing Law. This Lease and allthe terms and conditions thereof shall be governed by and construed inaccordance with the laws of the State of Arizona.

36.6     Defined Terms and Paragraph Headings.The words “Landlord” and “Tenant” as used in this Lease shallinclude the plural as well as the singular. Words used in masculine genderinclude the feminine and neuter. If there is more than one Tenant, theobligations in this Lease imposed upon Tenant shall be joint and several. Theparagraph headings and titles to the paragraphs of this Lease are not a part ofthis Lease and shall have no effect upon the construction or interpretation ofany part hereof.

36.7     Representations and Warranties of Tenant.Tenant represents and warrants to Landlord as follows:

(a)       Tenant has been duly organized, isvalidly existing, and is in good standing under the laws of its state ofincorporation and is registered to transact business in Arizona. All necessaryaction on the part of Tenant has been taken to authorize the execution, deliveryand performance of this Lease and of the other documents, instruments andagreements, if any, provided

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for herein. The persons who have executed this Leaseon behalf of Tenant are duly authorized to do so;

(b)       This Lease constitutes the legal, validand binding obligation of Tenant, enforceable against Tenant in accordance withits terms, subject, however, to bankruptcy, insolvency, reorganization,arrangement, moratorium or other similar laws relating to or affecting therights of creditors generally, general principles of equity, whetherenforceability is considered in a proceeding in equity or at law, and to thequalification that certain waivers, procedures, remedies and other provisionsof this Lease may be unenforceable under or limited by applicable law, however,none of the foregoing shall prevent the practical realization to Landlord ofthe benefits intended by this Lease;

(c)       To the best of its knowledge, there areno suits, actions, proceedings or investigations pending, or to the best of itsknowledge, threatened against or involving Tenant before any court, arbitratoror administrative or governmental body which might reasonably result in anymaterial adverse change in the contemplated business, condition or operationsof Tenant;

(d)       To the best of its knowledge, Tenant isnot, and the execution, delivery and performance of this Lease and thedocuments, instruments and agreements, if any, provided for herein will notresult in any breach of or default under any other document, instrument or agreementto which Tenant is a party or by which Tenant is subject or bound;

(e)       To the best of its knowledge, Tenant hasobtained all required licenses and permits, both governmental and private, touse and operate the Leased Premises in the manner intended by this Lease; and

(f)        All financial statements, tax returnsand other financial information delivered by Tenant to Landlord prior to theexecution of this Lease is true, correct and complete in all material respectsand all financial statements, tax returns or other financial information to bedelivered by Tenant to Landlord subsequent to the execution of this Lease shallbe true, correct and complete in all material respects.

36.8     No Waiver. The failure of eitherparty to insist in any one or more instances upon the strict performance of anyone or more of the obligations of this Lease, or to exercise any electionherein contained, shall not be construed as a waiver or relinquishment for thefuture of the performance of such one or more obligations of this Lease or theright to exercise such election, but the same shall continue and remain in fullforce and effect with respect to any subsequent breach, act or omission.

36.9     Severability. If any clause orprovision of this Lease is or becomes illegal or unenforceable because of anypresent or future law or regulation of any governmental body or entityeffective during the Lease Term, the intention of the parties is that theremaining provisions of this Lease shall not be affected thereby.

36.10   Exhibits. If any provision containedin an Exhibit, Rider or Addenda to this Lease is inconsistent with any otherprovision of this Lease, the provision contained in this Lease shall supersedethe provisions contained in such Exhibit, Rider or Addenda, unless otherwise provided.

36.11   Fair Meaning. The language of thisLease shall be construed to its normal and usual meaning and not strictly foror against either Landlord or Tenant. Landlord and Tenant acknowledge and agreethat each party has reviewed and revised this Lease and that any rule ofconstruction to the effect that ambiguities are to be resolved against thedrafting party shall not apply to the interpretation of this Lease, or anyExhibits, Riders or amendments hereto.

36.12   No Merger. The voluntary or other surrenderof this Lease by Tenant or a mutual cancellation of this Lease shall not workas a merger and shall, at Landlord’s option, either terminate any or allexisting subleases or subtenancies, or operate as an assignment to Landlord ofany or all of such subleases or subtenancies.

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36.13   Force Majeure. Any prevention, delayor stoppage due to strikes, lockouts, labor disputes, acts of God, inability toobtain labor or materials for reasonable substitutes therefor, governmentalrestrictions, regulations or controls, judicial orders, enemy or hostilegovernment actions, civil commotion, fire or other casualty and other causesbeyond the reasonable control of either party (as applicable) shall excuse suchparty’s (as applicable) performance hereunder for the period of any suchprevention, delay, or stoppage.

36.14   Government Energy or Utility Controls.In the event of the imposition of federal, state or local governmentalcontrols, rules, regulations or restrictions on the use or consumption ofenergy or other utilities during the Lease Term, both Landlord and Tenant shallbe bound thereby.

36.15   Shoring. If any excavation orconstruction is made adjacent to, upon or within the Building, or any partthereof, Tenant shall afford to any and all persons causing or authorized tocause such excavation or construction license to enter onto the Leased Premisesfor the purpose of doing such work as such persons shall deem necessary topreserve the Building or any portion thereof from injury or damage and tosupport the same by proper foundations, braces and supports without any claimfor damages, indemnity or abatement of Annual Basic Rent or Additional Rent orfor a constructive or actual eviction of Tenant.

36.16   Transfer of Landlord’s Interest. Theterm “Landlord”as used in this Lease, insofar as the covenants oragreements on the part of the Landlord are concerned, shall be limited to meanand include only the owner or owners of Landlord’s interest in this Lease atthe time in question. Upon any transfer or transfers of such interest, theLandlord herein named (and in the case of any subsequent transfer, the thentransferor) shall thereafter be relieved of all liability for the performanceof any covenants or agreements on the part of the Landlord contained in this Lease.

36.17   Limitation on Landlord’s Liability. IfLandlord becomes obligated to pay Tenant any judgment arising out of anyfailure by the Landlord to perform or observe any of the terms, covenants,conditions or provisions to be performed or observed by Landlord under thisLease, Tenant shall be limited in the satisfaction of such judgment solely toLandlord’s interest in the Building and the Property or any proceeds arisingfrom the sale thereof and insurance proceeds and no other property or assets ofLandlord or the individual partners, directors, officers or shareholders ofLandlord or its constituent partners shall be subject to levy, execution orother enforcement procedure whatsoever for the satisfaction of any such moneyjudgment.

36.18   Brokerage Fees. Tenant warrants andrepresents that it has not dealt with any Realtor, broker or agent inconnection with this Lease except the Broker identified in Article 1.18above. Tenant shall indemnify, defend and hold Landlord harmless from andagainst, and shall be responsible for, any cost, expense or liability(including the cost of suit and reasonable attorneys’ fees) for anycompensation, commission or charges claimed by any other Realtor, broker oragent in connection with this Lease or by reason of any act of Tenant.

36.19   Guaranty. Concurrently with theexecution of this Lease, Tenant shall cause the Guarantors to execute, haveacknowledged and deliver to Landlord, the Guaranty of Lease attached hereto as Exhibit“G”, whereby Guarantors unconditionally guaranty to Landlord each and everyobligation of Tenant under this Lease.

36.20   Continuing Obligations. Allobligations of Tenant and Landlord hereunder not fully performed as of theexpiration or earlier termination of this Lease shall survive the expiration orearlier termination of this Lease, including, without limitation, all paymentobligations with respect to Annual Basic Rent, Additional Rent and allobligations concerning the condition of the Premises.

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IN WITNESS WHEREOF,Landlord and Tenant have executed this Lease as of the date and year firstabove written.

 
|            | **LANDLORD:**                                                             | ** **                                 |
|------------|---------------------------------------------------------------------------|--------------------------------------------|
|       |                                                                      |                                       |
| ** ** | **HARDY COMMERCE CENTER, L.L.C.,**  an  Arizona limited liability company |
| ** ** | ** **                                                                |
| ** ** | By:                                                                       | Victoria Properties Management, L.L.C., an |
| ** ** | ** **                                                                | Arizona Limited Liability Company          |
| ** ** | Its:                                                                      | Manager                                    |
| ** ** | ** **                                                                | ** **                                 |
| ** ** | ** **                                                                | By:                                        | /s/ Ken Matheson | ** ** |
| ** ** | ** **                                                                | Name:                                      | Ken Matheson |   |
| ** ** | ** **                                                                | Its:                                       | Managing Member |   |
|            |                                                                           |                                            |  |  |  |  |  |

 

 
|            | **TENANT:**                                                          | ** ** |
|------------|----------------------------------------------------------------------|------------|
|       |                                                                 |       |
| ** ** | Prism Arizona-Operations, LLC, a Delaware limited  liability company |
| ** ** | ** **                                                           |
| ** ** | ** **                                                           | By:        | /s/ Bob van Dyke | ** ** |
| ** ** | ** **                                                           | Name:      | Bob van Dyke |   |
| ** ** | ** **                                                           | Its:       | Vice President Switch Operations |   |
|            |                                                                      |            |  |  |  |  |  |

 

 
| Witness for purposes of Power of Attorney: | ** **  |       |             | ** ** |
|--------------------------------------------|-------------|------------|------------------|------------|
| ** **                                 | ** **  |       |             | ** ** |
| ** **                                 | ** **  | By:        | /s/ Bob van Dyke | ** ** |
| Witness                                    | ** **  | Name:      | Bob van Dyke     |       |
| Name:                                      | Daniel Pugh | ** ** | ** **       | Its:       | Secretary |   |
|                                            |             |            |                  |            |  |  |  |  |

 

If Tenant is a CORPORATION,the authorized officers must sign on behalf of the corporation and indicate thecapacity in which they are signing. The Lease must be executed by the presidentor vice-president and the secretary or assistant secretary, unless the bylawsor a resolution of the board of directors shall otherwise provide, in whichevent, the bylaws or a certified copy of the resolution, as the case may be,must be attached to this Lease.

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**EXHIBIT “A”**

**SITE PLAN**

The Leased Premises are part of the Property located at 7810-7890 SouthHardy Drive in Tempe,

Arizona which consists of approximately 98,464 rentable square feetdetailed as:

**[GRAPHIC]**

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**EXHIBIT “B”**

**FLOOR PLAN**

The Leased Premises are located in the Building at 7850 South HardyDrive, Suite to be established, Tempe, Arizona 85284, which is detailed below:

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**EXHIBIT “D”**

**RESERVED COVERED PARKINGLICENSE**

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**EXHIBIT “E”**

**WORK LETTER**

In order to induce Tenantto enter into the Lease (which is incorporated herein by reference to theextent that the provisions of this Work Letter may apply thereto) and inconsideration of the mutual covenants hereinafter contained, Landlord andTenant agree as follows:

1.                                     **Completion Schedule**. Attached to this WorkLetter is a schedule (the “Work Schedule”) setting forth the time tablefor the planning and completion of the installation of the tenant improvementsto be constructed in the Leased Premises (the “Tenant Improvements”).The Work Schedule sets forth each of the various items of work to be done inconnection with the completion of the Tenant Improvements and shall become thebasis for completing the Tenant Improvements. Landlord and Tenant acknowledgeand agree that time is of the essence with respect to their respectiveobligations as set forth in this Work Letter.

2.                                     **Tenant Improvements**. The TenantImprovements shall include the work described on Annex I to this Exhibit“E”, which work shall be done in the Leased Premises pursuant to the TenantImprovements Plans described in Paragraph 3 below.

3.                                     **Tenant Improvement Plans**. Tenant shallmeet with Landlord’s architect and/or space planner for the purposes ofpreparing a space plan for the layout of the Premises. Based upon such spaceplan, Landlord’s architect shall prepare final working drawings andspecifications for the Tenant Improvements. Such final working drawings andspecifications are referred to in this Work Letter as the “TenantImprovement Plans.”

4.                                     **Preparation of Tenant Improvement Plans and FinalPricing**. After the preparation of the space plan and afterTenant’s approval thereof in accordance with the Work Schedule, Landlord shallcause its architect to prepare and submit to Tenant the Tenant ImprovementPlans. Promptly after the approval of the Tenant Improvement Plans by Landlordand Tenant in accordance with the Work Schedule, the Tenant Improvement Plansshall be submitted to the appropriate governmental body for plan checking andbuilding permits. Landlord, with Tenant’s cooperation, shall cause to be madesuch changes in the Tenant Improvement Plans necessary to obtain requiredpermits. Tenant acknowledges that after final approval of the TenantImprovement Plans, no further changes to the Tenant Improvement Plans may bemade without the prior written consent of Landlord, which consent shall not beunreasonably withheld but may be conditioned on the agreement by Tenant to payall additional costs and expenses resulting from such requested changes thatexceed the Allowance (defined below).

5.                                     **Construction of Tenant Improvements**.After the Tenant Improvement Plans have been prepared and approved, andbuilding permits for the Tenant Improvements have been issued, Landlord shallenter into a construction contract with its contractor for the installation ofthe Tenant Improvements in accordance with the Tenant Improvement Plans. TheTenant Improvements shall be constructed in a good, workmanlike and lien freemanner, and in conformance with applicable building codes. Landlord shall supervisethe completion of the Tenant Improvements and shall endeavor in good faith tosecure the completion of the Tenant Improvements in accordance with the WorkSchedule. The cost of the Tenant Improvements shall be paid as provided in Paragraph6 below. Tenant shall accept the Tenant Improvements upon substantialcompletion thereof, as reasonably determined by Landlord’s architect.

6.                                     **Payment of the Cost of the Tenant Improvements**.

a.                                     **Tenant Improvement Allowance**. Landlordhereby grants to Tenant a Tenant Improvement allowance (the “Allowance”) basedupon a calculation of Twenty-five and 0/100 Dollars ($25.00) per usable squarefoot of the Leased Premises. Landlord and Tenant agree that the usable squareFootage of the Leased Premises is 4846 usable square feet. The Allowance shallbe used only for:

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(i)                           Paymentof the cost of preparing the space plan and the final working drawings andspecifications, including mechanical, electrical and structural drawings and ofall other aspects of the Tenant Improvement Plans, including the charges ofLandlord’s space planner and Landlord’s architect.

(ii)                        Thepayment of permit and license fees relating to construction of the TenantImprovements; and Construction of the Tenant Improvements, including withoutlimitation the following:

(1)                                Installationwithin the Leased Premises of all partitioning, doors, floor coverings,finishes, ceilings, wall coverings and paintings, millwork and similar items;

(2)                                Allelectrical wiring, lighting fixtures, outlets and switches, and otherelectrical work to be installed within the Leased Premises;

(3)                                Thefurnishing and installation of all duct work, terminal boxes, defusers andaccessories required for the completion of the heating, ventilation and airconditioning systems within the Leased Premises.

(4)                                Anyadditional Tenant requirements including, but not limited to odor control,special heating, ventilation and air conditioning, noise or vibration controlor other special systems;

(5)                                Allfire and life safety control systems such as fire walls, sprinklers, halon,fire alarms, including piping, wiring and accessories installed within theLeased Premises; and

(6)                                Allplumbing, fixtures, pipes and accessories to be installed within the LeasedPremises; and

(7)                                Allmonument and directory signage.

b. **Additional Costs**.The cost of each of the items set forth in Paragraph 6(a) above shall becharged against the Allowance. In the event the anticipated cost of installingthe Tenant Improvements, as established by Landlord’s final pricing schedule,shall exceed the Allowance, or in the event any of the Tenant Improvements arenot to be paid for from the Allowance, the excess shall be paid by Tenant toLandlord prior to the commencement of construction of the Tenant improvements.

c. **Chances to Tenant ImprovementPlans**. In the event that Tenant shall request any changes orsubstitutions to the Tenant Improvement Plans, after the Tenant ImprovementPlans have been prepared and the final pricing established by Landlord, anyadditional costs attributable thereto shall be paid by Tenant to Landlord priorto the commencement of the work represented by such changes, unless coveredunder the Allowance.

d. **Unused Allowance**.No portion of the Allowance may be credited toward Annual Basic Rent orAdditional Rent.

7.                                     **Early Entry**. Landlord shall permitTenant and Tenant’s agents to enter the Leased Premises prior to theCommencement Date in order that Tenant may do such work as may be required byTenant to make the Leased Premises ready for Tenant’s use and occupancy. IfLandlord permits such entry prior to the Commencement Date, such permission isconditioned upon Tenant and its agents, contractors, employees and inviteesworking in harmony and not interfering with Landlord and its agents, contractorsand employees in the installation of the Tenant Improvements or in theperformance of work for other tenants and occupants of the Building. If at anytime such entry shall cause or threaten to cause disharmony or interference,Landlord shall have the right to withdraw such permission upon twenty-four (24)hours notice to Tenant. Any entry into the Leased Premises by Tenant prior tothe Commencement Date shall be subject to all of the terms, covenants,conditions and provisions of the Lease, other than with

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respect to Tenant’s obligation to pay Annual Basic Rent. Tenantacknowledges and agrees that Landlord shall not be liable in any way for anyinjury, loss or damage which may occur to Tenant, its agents, contractors andemployees or to Tenant’s work and installations made in the Leased Premises orto property placed therein prior to the Commencement Date, all of the samebeing at Tenant’s sole risk, provided, however, that Landlord shall be liableto Tenant for the gross negligence of Landlord, its agents, contractors andemployees.

8.                                     **Punch List Procedure**. Not later thanthe day prior to the Commencement Date, Tenant shall prepare a list (the “PunchList”) of any deficiencies or incompleted work regarding any TenantImprovements. Provided that such items are Landlord’s responsibility pursuantto the Tenant Improvement Plans, Landlord shall correct such deficiencies orincompleted work within a reasonable period of time, but in no event later thansixty (60) days after receipt of the Punch List, after which Landlord shallhave no further obligation to alter, change, decorate or improve the LeasedPremises, whether to adapt the same for the use for which it is leased or forany other purpose. The existence of such deficiencies or incompleted work shallnot effect Tenant’s obligation to accept the Leased Premises as otherwiserequired hereunder.

9.                                     **Assignment of Warranties**. Landlordshall assign to Tenant the non-exclusive right to enforce any and allwarranties which Landlord may receive from any contractor, supplier or otherperson or entity involved with construction of the Tenant Improvements, whichassignment shall continue until the expiration or sooner termination of theLease or the expiration of the warranty, whichever occurs first.

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**ANNEX I**

**TO**

**EXHIBIT “E”**

**TENANT IMPROVEMENTS**

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**EXHIBIT “F”**

**RULES AND REGULATIONS**

1.                                     Unlessotherwise specifically defined herein, all capitalized terms in these Rules andRegulations shall have the meaning set forth in the Lease to which these Rulesand Regulations are attached.

2.                                     Thesidewalks, driveways, entrances, passages, courts, vestibules, stairways,corridors or halls of the Building and the Property shall not be obstructed orencumbered or used for any purpose other than ingress and egress to and from thepremises demised to any tenant or occupant. The halls, passages, exits,entrances, stairways, balconies and roof are not for the use of the generalpublic, and the Landlord shall in all cases retain the right to control andprevent access thereto by all persons whose presence in the judgment ofLandlord shall be prejudicial to the safety, character, reputation andinterests of the Building and its tenants.

3.                                     Noawnings or other projection shall be attached to the outside walls or windowsof the Building. No curtains, blinds, shades, or screens shall be attached toor hung in, or used in connection with, any window or door of the premisesdemised to any tenant or occupant, without the prior written consent ofLandlord. All electrical fixtures hung in any premises demised to any tenant oroccupant must be of a type, quality, design, color, size and general appearanceapproved by Landlord.

4.                                     Notenant shall place objects against glass partitions, doors or windows whichwould be in sight from the Building corridors or from the exterior of theBuilding and such tenant will promptly remove any such objects when requestedto do so by Landlord.

5.                                     Thewindows and doors that reflect or admit light and air into the halls,passageways or other public places in the Building shall not be covered orobstructed, nor shall any bottles, parcels, or other articles be placed on anywindow sills.

6.                                     Noshow cases or other articles shall be put in front of or affixed to any part ofthe exterior of the Building or the other buildings in the Property, nor placedin the halls, corridors, walkways, landscaped areas, vestibules or other publicparts of the Building or the Property.

7.                                     Therestrooms, water and wash closets and other plumbing fixtures shall not be usedfor any purposes other than those for which they were constructed, and nosweepings, rubbish, rags or other substances shall be thrown therein. Thereasonable costs incurred by Landlord (a) for extra cleaning in any restroom,water or wash closet required because of any misuse of such restroom, water orwash closet, and/or (b) to repair any damage resulting from any misuse of thefixtures will be borne by the tenant who, or whose employees, agents, visitorsor licensees, caused the same. No tenant shall bring or keep, or permit to bebrought or kept, any flammable, combustible, explosive or hazardous fluid,material, chemical or substance in or about the premises demised to such tenantor the Property.

8.                                     Notenant or occupant shall mark, paint, drill into, or in any way deface any partof the Property, the Building or the premises demised to such tenant oroccupant. No boring, cutting or strings of wires shall be permitted, exceptwith the prior consent of Landlord, and as Landlord may direct. No tenant oroccupant shall install any resilient tile or similar floor covering in thepremises demised to such tenant or occupant except in a manner approved byLandlord,

9.                                     Anycarpeting cemented down by a tenant shall be installed with a releasableadhesive. In the event of a violation of the foregoing by a tenant, Landlordmay charge the expense incurred in such removal to such tenant.

10.                               Nobicycles, vehicles or animals of any kind (except seeing eye dogs) shall bebrought into or kept in or about the premises demised to any tenant. No cookingshall be done or permitted in the Building by any tenant without the writtenapproval of Landlord. No tenant

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shall cause or permit any unusual or objectionable odors to emanatefrom the premises demised to such tenant.

11.                               Nospace in the Building or the Property shall be used for manufacturing, for thestorage of merchandise, or for the sale of merchandise, goods or properly ofany kind at auction.

12.                               Notenant and no employee, visitor, agent, or licensee of any Tenant shall make,or permit to be made, any unseemly or disturbing noises or vibrations ordisturb or interfere with other tenants or occupants of the Building orneighboring buildings or premises whether by the use of any musical instrument,radio, television set, broadcasting equipment or other audio device, noise,whistling, singing, yelling or screaming, or in any other way. Nothing shall bethrown out of any doors. No tenant and no employee, visitor, agent, or licenseeof any Tenant shall conduct itself in any manner that is inconsistent with thecharacter of the Building as a first quality building or that will impair thecomfort, convenience or safety of other tenants in the Building.

13.                               Noadditional locks or bolts of any kind shall be placed upon any of the doors,nor shall any changes be made in locks or the mechanism thereof. Each tenantmust, upon the termination of its tenancy, return to Landlord all keys ofstores, offices and toilet rooms, either furnished to, or otherwise procuredby, such Tenant.

14.                               Allremovals from the Building, or the carrying in or out of the Building or fromthe premises demised to any tenant, of any safes, freight, furniture or bulkymatter of any description must take place at such time and in such manner asLandlord or its agents may determine, from time to time. Landlord reserves theright to inspect all freight to be brought into the Building and to excludefrom the Building all freight which violates any of the Rules and Regulationsor the provisions of such tenant’s lease.

15.                               Notenant or occupant shall engage or pay any employees in the Building or theProperty, except those actually working for such tenant or occupant in theBuilding or the Property, nor advertise for day laborers giving an address atthe Building or the Property.

16.                               Landlordshall have the right to prohibit any advertising by any tenant or occupantwhich, in Landlord’s opinion, tends to impair the reputation of the Building orthe Property or its desirability as a building for offices, and upon noticefrom Landlord, such tenant or occupant shall refrain from or discontinue suchadvertising.

17.                               Eachtenant shall, at its expense, provide artificial light in the premises demisedto such tenant for Landlord’s agents, contractors and employees whileperforming janitorial or other cleaning services and making repairs oralterations in said premises.

18.                               Nopremises shall be used, or permitted to be used for lodging or sleeping, or forany immoral or illegal purposes or in any matter that, in Landlord’s reasonablebusiness judgment, threatens the safety of the Building or the tenants of theBuilding and their employees and invitees. In addition, each tenant shallmaintain its furniture, fixtures and equipment within its premises in a mannerthat presents a pleasant appearance both in daylight and nighttime from thesurrounding streets and roadways.

19.                               Therequirements of tenants will be attended to only upon application at themanagement office of Landlord. Building employees shall not be required toperform, and shall not be requested by any tenant or occupant to perform, andwork outside of their regular duties, unless under specific instructions fromthe office of Landlord.

20.                               Canvassing,soliciting and peddling in the Building or the Property are prohibited and eachtenant and occupant shall cooperate in seeking their prevention.

21.                               Thereshall not be used in the Building, either by any tenant or occupant or by theiragents or contractors, in the delivery or receipt of merchandise, freight orother matter, any hand

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trucks or other means of conveyance except those equipped with rubbertires, rubber side guards and such other safeguards as Landlord may require.

22.                               Ifthe premises demised to any tenant become infested with vermin, such tenant, atits sole cost and expense, shall cause its premises to be exterminated, fromtime to time, to the satisfaction of Landlord, and shall employ suchexterminators therefor as shall be approved in writing by Landlord.

23.                               Nopremises shall be used, or permitted to be used, at any time, as a store forthe sale or display of goods, wares or merchandise of any kind, or as arestaurant, shop, booth, bootblack or other stand, or for the conduct of anybusiness or occupation which predominantly involves direct patronage of thegeneral public in the premises demised to such tenant, or for manufacturing orfor other similar purposes.

24.                               Notenant shall clean any window of the Building from the outside.

25.                               Notenant shall move, or permit to be moved, into or out of the Building or thepremises demised to such tenant, any heavy or bulky matter, without thespecific approval of Landlord. If any such matter requires special handling,only a qualified person shall be employed to perform such special handling. Notenant shall place or permit to be placed, on any part of the floor or floorsof the premises demised to such tenant, a load exceeding the floor load persquare foot which such floor was designed to carry and which is allowed by law.Landlord reserves the right to prescribe the weight and position of safes andother heavy objects, which must be placed so as to distribute the weight.

26.                               Withrespect to work being performed by a tenant in its premises with the approvalof Landlord, the tenant shall refer all contractors, contractors’representatives and installation technicians to Landlord for its supervision,approval and control prior to the performance of any work or services. Thisprovision shall apply to all work performed in the Building and the Propertyincluding installation of telephones, telegraph equipment, electrical devicesand attachments, and installations of every nature affecting floors, walls,woodwork, trim, ceilings, equipment and any other physical portion of theBuilding and the Property.

27.                               Landlordshall not be responsible for lost or stolen personal property, equipment,money, or jewelry from the premises of tenants or public rooms whether or notsuch loss occurs when the Building or the premises are locked against entry.

28.                               Landlordmay permit entrance to the premises of tenants by use of pass keys controlledby Landlord employees, contractors, or service personnel directly supervised byLandlord and employees of the United States Postal Service.

29.                               Eachtenant and all of tenant’s representatives, shall observe and comply with thedirectional and parking signs on the property surrounding the Building, andLandlord shall not be responsible for any damage to any vehicle towed becauseof non-compliance with parking regulations.

30.                               Notenant shall install any radio, telephone, television, microwave or satelliteantenna, loudspeaker, music system or other device on the roof or exteriorwalls of the Building or on common walls with adjacent tenants or in the CommonAreas.

31.                               Eachtenant shall store all trash and garbage within its premises. No material shallbe placed in the trash boxes or receptacles in the Building or the Propertyunless such material may be disposed of in the ordinary and customary manner ofremoving and disposing of trash and garbage and will not result in a violationof any law or ordinance governing such disposal. All garbage and refusedisposal shall be made only through entryways and elevators provided for suchpurposes and at such limes as Landlord shall designate.

32.                               Eachtenant shall give prompt notice to landlord of any accidents to or defects in plumbing,electrical or heating apparatus so that same may be attended to properly.

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33.                               Notenant shall bring onto the Property or into the Building any pollutants,contaminants, inflammable, gasolines, kerosene or hazardous substances (as nowor later defined under State or Federal law).

34.                               Alltenants and tenants’ servants, employees, agents, visitors, invitees andlicensees shall observe faithfully and comply strictly with the foregoing Rulesand Regulations and such other and further appropriate Rules and Regulations asLandlord or Landlord’s agent from time to time adopt. Each tenant shall at alltimes keep the premises leased to such tenant, its employees, agents andinvitees under its control so as to prevent the performance of any act thatwould damage the Building or its reputation or the premises leased to suchtenant or could injure, annoy, or threaten the security of the other tenants inthe Building or their respective employees, agents or invitees or the public.

35.                               Landlordmay deny entrance to the Building and may remove from the Building any personor persons who appear to be or are intoxicated, or who appear to be or areunder the influence of liquor or drugs, or who are in any manner violating anyof the Building Rules and Regulations, or who present a hazard or nuisance toany other person. The reasonable costs incurred by Landlord for securityservices or other costs reasonably incurred by Landlord to remove any suchpersons shall be borne by the tenant whose employees, agents and/or inviteesare so removed.

36.                               Landlordshall furnish each tenant, at Landlord’s expense, with two (2) keys to unlockthe entry level doors to each tenant’s premises and, at such tenant’s expense,with such additional keys as such tenant may request. No tenant shall installor permit to be installed any additional lock on any door into or inside of thepremises demised to that tenant or make or permit to be made any duplicate ofkeys to the entry level doors or the doors to such premises. Landlord shall beentitled at all times to possession of a duplicate of all keys to all doorsinto or inside of the premises demised to tenants of the Building. All keysshall remain the property of Landlord. Each tenant shall deliver to Landlord adeposit in the amount established by Landlord. Any lost key shall be subject toa replacement charge as established by Landlord from time to time. Upon theexpiration of the Lease Term, each tenant shall surrender all such keys toLandlord and shall deliver to Landlord the combination to all locks on allsafes, cabinets and vaults which will remain in the premises demised to thattenant. Landlord shall be entitled to install, operate and maintain securitysystems in or about the Property which monitor, by computer, close circuittelevision or otherwise, persons entering or leaving the Property, the Buildingand/or the premises demised to any tenant. For the purposes of this rule theterm “keys” shall mean traditional metallic keys, plastic or other keycards and other lock opening devices.

37.                               Eachperson using the Parking Accommodations or other areas designated by Landlordwhere parking will be permitted shall comply with all Rules and Regulationsadopted by Landlord with respect to the Parking Accommodations or other areas,including any employee or visitor parking restrictions, and any sticker orother identification system established by Landlord. Landlord may refuse to permitany person who violates any parking rule or regulation to park in the ParkingAccommodations or other areas, and may remove any vehicle which is parked inthe Parking Accommodations or ether areas in violation of the parking Rules andRegulations. The Rules and Regulations applicable to the Parking Accommodationsand the outside parking areas are as follows:

(a)                                Themaximum speed limit within the Parking Accommodations shall be 5 miles perhour, the maximum speed limit in other parking areas shall be 15 miles perhour.

(b)                               Alldirectional signs and arrows must be strictly observed.

(c)                                Allvehicles must be parked entirely within painted stall lines.

(d)                               Nointermediate or full-size car may be parked in any parking space reserved for acompact car; no bicycle, motorcycle or other two or three wheeled vehicle, andno truck, van or other oversized vehicle, may be parked in any area notspecifically designated for use thereby.

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(e)                                Novehicle may be parked (i) in an area not striped for parking, (ii) in a spacewhich has been reserved for visitors or for another person or firm, (iii) in anaisle or on a ramp, (iv) where a “no parking” sign is posted or whichhas otherwise designated as a no parking area, (v) in a cross hatched area,(vi) in an area bearing a “handicapped parking only” or similardesignation unless the vehicle bears an appropriate handicapped designation,(vii) in an area bearing a “loading zone” or similar designation unlessthe vehicle is then engaged in a loading or unloading function and (viii) in anarea with a posted height limitation if the vehicle exceeds the limitation.

(f)                                  Parkingpasses, stickers or other identification devices that may be supplied byLandlord shall remain the property of Landlord and shall not be transferable.Landlord may require a deposit for each such pass, sticker or otheridentification device. In addition, a replacement charge determined by Landlordwill be payable by each tenant for loss of any magnetic parking card or parkingpass or sticker.

(g)                               Eachoperator shall be required to park and lock his or her own vehicle, shall usethe Parking Facilities at his or her own risk and shall bear fullresponsibility for all damage to or loss of his or her vehicle, and for allinjury to persons and damage to property caused by his or her operation of thevehicle.

(h)                               Landlordreserves the right to tow away, at the expense of the owner, any vehicle whichis inappropriately parked or parked in violation of these Rules andRegulations.

38.                               Landlordreserves the right at any time and from time to time to rescind, alter orwaive, in whole or in part, any of the Building Rules and Regulations when itis deemed necessary, desirable or proper, in Landlord’s judgment for its bestinterest or of the best interests of the tenants of the Property.

39.                               Landlordhas designated the Building a “non-smoking” building in accordance withthe Smoking Pollution Control Ordinance adopted by the City of Tempe, Arizonaas set forth in the City of Tempe Municipal Code. Accordingly, smoking oftobacco or any other weed plant is prohibited in the Building Common Areas,including the Building Lobby, the Building entrances and exits, including theportions of the Property adjacent thereto, public corridors, lavatories,elevators and other public areas. Further, smoking of tobacco or any other weedplant is prohibited on the Property, except in areas that may be designated,from time to time, by Landlord.

40.                               Bicycles,motorcycles and other two or three-wheeled vehicles may only be stored orparked in areas designated, from time to time, by Landlord.

Tenant hereby acknowledges receipt of the Building Rules andRegulations.
| TENANT:                               |                                                      |   |
|---------------------------------------|-----------------------------------------------------------|--------|
|                                  |                                                      |   |
|                                  |                                                      |   |
| Prism Arizona  Operations, LLC        |                                                      |   |
| a Delaware  limited liability company |                                                      |   |
|                                  |                                                      |   |
|                                  |                                                      |   |
| By:                                   | /s/ Bob van Dyke                                          |   |   |
|                                  |                                                      |   |   |
| Name:                                 |   Bob  van Dyke                                 |   |   |
|                                  |                                                      |   |   |
| Its:                                  |     Vice  President Switch Operations |   |   |
|                                  |                                                      |   |
| Date:                                 |                                                      |   |   |
|                                       |                                                           |        |  |  |  |  |

 

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**RIDER**

Rider to Lease dated September 24, 1999 between HARDY COMMERCE CENTER,L.L.C., an Arizona Limited Liability Company (“Landlord”) and PrismCommunication Services, Inc., a Delaware Corporation, (“Tenant”).
| Right of First Refusal:          |   | Tenant shall have a single right of first refusal to  lease any contiguous space in the building subject to existing options.  Tenant shall exercise its right within ten (10) calendar days of Tenant’s  receipt of notice that Landlord has received a bona fide offer from another  tenant prospect. After the contiguous space is leased. Landlord will grant an  ongoing right of first refusal to Tenant for contiguous space. The contiguous  space will be leased on the same terms and conditions as applicable to the  offer to lease, including commissions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Electrical:                      |   | Tenant will rely for its entire supply of electric  current on the public utility by direct meter and Landlord shall identify the  point of connection within the existing electrical distribution system for  the requested service. If direct metering is not possible, the Premises shall  be sub-metered with direct pass through of electrical costs without  additional Landlord charge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                             |   | Landlord shall provide space within the Building (at  no additional rental) for the installation of an additional transformer if  such transformer is necessary to satisfy Tenant’s electrical requirements.  Such location shall be acceptable to the public utility, Tenant and Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Utilities During  Construction:  |   | Landlord shall provide, at Tenant’s expense, power,  water and sewer during Tenant’s construction of its improvements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Options to  Renew:               |   | With 12 months prior written notice for each  renewal, Prism Communication Services shall have two options to renew for 5  years each. Each renewal shall be at 95% of the then fair market value rental  rate for space taking into account all relevant current market factors,  including but not limited to base rent, existing tenant improvements,  escalations (current base year), construction period, free rent, brokerage  commissions, etc. The fair market value determination shall be based on  similar buildings in the same market. Within thirty (30) days after receipt  of the notice of the exercise of the renewal option, Landlord shall notify  Tenant of the proposed rent for the renewal term. If the parties cannot agree  on the rent for the renewal term within thirty (30) days after Tenant’s  receipt of Landlord’s notice, Tenant shall have the right to terminate the  exercise of the option or elect to proceed to arbitration. If Tenant elects  to proceed to arbitration, then each party shall appoint, and bear the expense  of the arbitrator so appointed, an arbitrator with at least ten (10) years  experience in office and industrial real estate in the Phoenix, Arizona  market area who shall each decide the fair market rate. If the appointed  arbitrators do not agree, each arbitrator shall designate its proposed fair  market rate and mutually appoint a third arbitrator who shall pick the rate  that third arbitrator believes is closest to the fair market rate. The  parties shall each pay one-half the cost of the third arbitrator. |
|                             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Standby  Generator Installation: |   | The Landlord will provide Tenant appropriate space  outside the Building and the right to install, operate, maintain, and test                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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|                            |   | (weekly) a dedicated stand by generator system of  approximately 750K capacity, including fuel storage cable and piping routing  and exhaust routing for the generator. The operation and testing of the  standby generator (i.e. running of the generator other than during power  failures) shall be scheduled so as not to disrupt the use of the building by  other tenants in Landlord’s sole discretion. Generator installation in the  rear of the Building is acceptable. Landlord shall allow any and all conduits  to be run between the generator and Tenant’s space at no cost to the Landlord.  The installation and location will be subject to Landlord’s review and  approval in its sole discretion. |
|----------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Accommodation Space:       |   | Subject to Landlord’s written approval, Tenant shall  have the right, throughout the term, to utilize or create additional space  within the Project (at no additional rental) to accommodate Tenant’s  equipment and facilities (e.g., the construction of a structural platform to  support a HVAC cooling tower or an enclosure for an emergency backup  generator) subject to Landlord’s consent, which shall be in Landlord’s sole  discretion.                                                                                                                                                                                                                                                             |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Communications Services:   |   | Tenant shall have the right to provide  communications services to other tenants in the Building and/or any other  buildings owned by Landlord or its affiliates and to utilize existing  building risers for such purposes provided that no installation of equipment  will be mounted on the exterior of any buildings or require the installation  by Landlord of any facilities. Such right will not be deemed to be an  exclusive right to provide such services and any tenant will be free to chose  any communications provider and will not interfere with any other tenant’s  rights.                                                                                                                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   | Tenant shall have the right to access the Leased  Premises grade level loading dock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Other Providers:           |   | Landlord will permit other telecommunication  providers access to the Building to connect to Tenant’s equipment and  facilities, provided that said access does not disrupt any tenants occupancy  or require construction of any additional facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Sublease & Assignment: |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any direct or indirect assignment of the Lease by  virtue of the merger or consolidation of Tenant or by virtue of the sale of  all or substantially all of Tenant’s assets would be permitted without  Landlord’s consent. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any assignment of the Lease or sublease of all or  any portion of the Premises to an affiliate is permitted without Landlord’s  consent provided that in the event of an assignment, the Tenant remains  liable for the obligations of the Lease. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any assignment of the Lease or sublease of the  Premises to unaffiliated third parties is  subject to Landlord’s  consent, which consent is not to be unreasonably withheld or delayed. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                       |   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Landlord will not have any right of recapture;  subleasing profits would be shared equally between Tenant and Landlord; all  such rights would pass to all permitted assignees and/or subtenants. |

 

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| Signage:         |   | Tenant shall have the right to install exterior  signage on the Building (subject to applicable building and signage codes and  Landlord’s approval, not to be unreasonably withheld). Tenant shall be  entitled to a listing in the Building directory and to install signage at the  entrance to the Premises if such signage is available by the Landlord. |
|------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                                                                                                                                                                                                               |
| Non-Disturbance: |   | Landlord shall use its best efforts to obtain for  Tenant non-disturbance agreements from all existing and future  mortgagees/ground lessors.                                                                                                                                                                                                                      |
|             |   |                                                                                                                                                                                                                                                                                                                                                               |
| Relocation:      |   | Landlord shall have no right to relocate Tenant to  other premises within the Building or to otherwise relocate any equipment or  facilities of Tenant’s.                                                                                                                                                                                                     |

 

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