EXHIBIT
      10.13


    LEASE
      AGREEMENT BETWEEN

    


    CORNERSTONE
      OPPORTUNITY VENTURES, LLC

    


    LANDLORD

    


    AND

    


    PERFICIENT,
      INC.

    


    TENANT

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

TABLE
        OF CONTENTS

    

     

     

    

      
        	
                1.

              	
                DEMISED
                  PREMISES

              	 	
                1

              
	
                2.

              	
                TERM

              	 	
                1

              
	
                3.

              	
                RENT
                  AND ADDITIONAL RENT

              	 	
                2

              
	
                4.

              	
                USE
                  OF DEMISED PREMISES

              	 	
                7

              
	
                5.

              	
                MAINTENANCE
                  AND REPAIR

              	 	
                7

              
	
                6.

              	
                UTILITY
                  DEREGULATION

              	 	
                8

              
	
                7.

              	
                ALTERATIONS

              	 	
                9

              
	
                8.

              	
                ASSIGNMENT
                  AND SUBLETTING

              	 	
                10

              
	
                9.

              	
                INSTALLATIONS
                  AFFECTING BUILDING AND BUILDING SYSTEMS

              	 	
                11

              
	
                10.

              	
                ACCESS

              	 	
                12

              
	
                11.

              	
                COVENANTS
                  OF LANDLORD

              	 	
                12

              
	
                12.

              	
                RULES
                  AND REGULATIONS

              	 	
                13

              
	
                13.

              	
                SIGNS

              	 	
                13

              
	
                14.

              	
                INSURANCE

              	 	
                13

              
	
                15.

              	
                INDEMNITY

              	 	
                15

              
	
                16.

              	
                SERVICES

              	 	
                16

              
	
                17.

              	
                PARKING

              	 	
                18

              
	
                18.

              	
                DAMAGE
                  BY FIRE OR OTHER CASUALTY

              	 	
                18

              
	
                19.

              	
                CONDEMNATION

              	 	
                19

              
	
                20.

              	
                DEFAULT

              	 	
                20

              
	
                21.

              	
                TENANT
                  HOLDING OVER

              	 	
                21

              
	
                22.

              	
                HAZARDOUS
                  SUBSTANCES

              	 	
                23

              
	
                23.

              	
                ATTORNMENT
                  AND CURE RIGHTS

              	 	
                23

              
	
                24.

              	
                MORTGAGEE
                  REQUIREMENTS

              	 	
                24

              
	
                25.

              	
                ESTOPPEL
                  CERTIFICATES

              	 	
                25

              
	
                26.

              	
                LANDLORD'S
                  INABILITY TO PERFORM

              	 	
                25

              
	
                27.

              	
                TRANSFER
                  BY LANDLORD

              	 	
                25

              
	
                28.

              	
                WAIVER

              	 	
                26

              
	
                29.

              	
                ATTORNEY’S
                  FEES

              	 	
                26

              
	
                30.

              	
                GENERAL
                  PROVISIONS

              	 	
                26

              
	
                31.

              	
                OPTION
                  TO RENEW LEASE

              	 	
                29

              
	
                32.

              	
                RIGHT
                  OF REFUSAL

              	 	
                29

              
	
                33.

              	
                RIGHT
                  TO RELOCATE

              	 	
                30

              
	
                34.

              	
                RESOLUTION
                  OF DISPUTES

              	 	
                30

              
	
                35.

              	
                ENTIRE
                  AGREEMENT

              	 	
                30

              
	
                36.

              	
                NO
                  OPTION

              	 	
                30

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBITS
      TO LEASE

    


    


    


    
      	EXHIBIT	
               A:    FLOOR
                PLAN

            


    

    


    
      	EXHIBIT	
               B:    BUILDING
                SITE PLAN

            


    

    


    
      	EXHIBIT	
               C:    BUILDING
                SPECIFICATIONS

            


    

    


    
      	EXHIBIT
              	
               D:   CONSTRUCTION
                PROVISIONS

            


    

    


    
      	EXHIBIT	
               D-1:       
                TENANT
                FINISH PLAN

            


    

    


    
      	EXHIBIT	
               E:    FORM
                OF
                CERTIFICATE

            


    

    


    
      	EXHIBIT	
               F:    RULES
                AND REGULATIONS

            


    

    


    
      	EXHIBIT	
               G:   SUBORDINATION,
                NON-DISTURBANCE AND ATTORNMENT
                AGREEMENT

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
LEASE
      AGREEMENT

    


    THIS
      AGREEMENT
      (the
“Lease”) is made this 21st
      day of
      December, 2005, by and between Cornerstone Opportunity Ventures, LLC, a Delaware
      Limited Liability Company (hereinafter called "Landlord"), and Perficient,
      Inc.,
      a Delaware corporation (hereinafter called "Tenant").

    


    WITNESSETH:

    


    1.    DEMISED
      PREMISES

     

    1.1 For
      and
      in consideration of the covenants and agreements hereinafter set forth and
      the
      rent hereinafter specifically reserved, the Landlord does hereby lease unto
      the
      Tenant, and the Tenant does hereby lease from the Landlord, approximately four
      thousand nine hundred thirty-six (4,936) rentable square feet of space on the
      first floor of the CityPlace One (the "Building"), which space is designated
      as
      Suite 180, outlined on Exhibit A attached hereto and made a part hereof
      (the "Demised Premises") and its share of common area at the Building. The
      site
      plan of the Building is shown on Exhibit B and the Building Specifications
      are described on Exhibit C, both being attached hereto and made a part
      hereof.

     

    1.2 Landlord
      shall construct the tenant finish requirements in accordance with the
      construction provisions and tenant finish plans set forth on Exhibit D,
      attached hereto and made a part hereof, (the “Tenant Finish”). Within ten (10)
      business days of substantial completion of the Tenant Finish, Landlord and
      Tenant shall cooperate to execute a mutually agreeable “punch list” identifying
      any incomplete and unacceptable items in the Tenant Finish. No later than
thirty
      (30) days after the parties execution of said “punch list”, Landlord shall
      complete all items identified on said “punch list”; provided that Landlord shall
      have such additional time as is reasonably necessary to complete any items,
      so
      long as Landlord uses commercially reasonable efforts to promptly complete
      such
      item.
      Upon
      completion of all items identified on the “punch list”, Tenant shall execute a
      form acknowledging completion of the Tenant Finish.

    


    2.    TERM

     

    This
      Lease shall continue in force for a term of five (5) years and one (1) months
      from the Lease Commencement Date, which shall be the later of (a) February
      1,
      2006, or (b) such later date as Tenant receives notice from Landlord that the
      Tenant Finish work is substantially completed (excluding completion of minor
      items identified on the “punch list”) and Landlord has received a temporary
      occupancy permit for the Demised Premises. Notwithstanding the foregoing, should
      the Lease Commencement Date fall on a date other than the first day of a month,
      Tenant shall occupy the Demised Premises on the “Occupancy Date” and the Lease
      Commencement Date shall be deemed to be the first day of the following month
      and
      Tenant shall occupy the Demised Premises on the terms and conditions contained
      herein, except that the rent for the partial first month of occupancy shall
      be
      prorated based on the actual number of days of Tenant’s occupancy. The Lease
      Commencement Date (and the Occupancy Date if different) shall be specified
      in
      the Certificate described in Paragraph 1.3 above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      Notwithstanding
        anything herein to the contrary, upon October 31, 2009 only, and upon not
        less
        than nine (9) months prior written notice to Landlord, Tenant shall have
        the
        right to terminate the Lease without penalty, provided Tenant pays Landlord
        at
        the time of termination the following: (i) all unamortized Tenant Improvement
        expenses (which shall be amortized over the five (5) year term of the Lease
        at a
        rate of nine percent (9%) per annum); and (ii) all unamortized brokerage
        commissions paid by Landlord (which shall be amortized over the five (5)
        year
        term of the Lease at a rate of nine percent (9%) per annum.

       

      3.    RENT
        AND ADDITIONAL RENT


      3.1     Base
        Annual Rent.
        Commencing on the Lease Commencement Date Tenant shall pay to Landlord the
        Base
        Annual Rent as stated below:

       

      
        	
                Period

              	
                Monthly
                  Rent

              	
                Monthly
                  Rent

              
	
                Month
                  1

              	
                $0.00
                  

              	
                $0.00
                  

              
	
                Months
                  2-13

              	
                $22.75

              	
                $9,357.83

              
	
                Months
                  14-25

              	
                $23.00

              	
                $9,460.67

              
	
                Months
                  26-37

              	
                $23.50

              	
                $9,666.33

              
	
                Months
                  38-49

              	
                $24.00

              	
                $9,872.00

              
	
                Months
                  50-61

              	
                $24.50

              	
                $10,077.67

              


      

       

      Said
        Base
        Annual Rent shall be paid in twelve equal monthly installments. The initial
        Base
        Annual Rent shall be adjusted upwards or downwards after final space
        measurements have been computed by Landlord's architect in accordance with
        the
        rentable calculation for office space, said adjustments to be made at the
        rates
        per rentable square foot set forth in the table above. Tenant shall pay one
        full
        monthly installment of Base Annual Rent upon execution of this Lease and
        Landlord shall credit it against Tenant's rent obligations coming due on
        and
        after the Lease Commencement Date, and provided the Lease Commencmene Date
        is
        2/1/06, then the next monthly installment of Base Annual Rent shall be due
        on
        4/1/06; otherwise the next monthly installment of Base Annual Rent shall
        be due
        on the first day of the second month following the Lease Commencment Date.
        Notwithstanding anything herein to the contrary, the first month following
        the
        Lease Commencement Date shall be free of the obligation to pay Base Annual
        Rent.

      


      3.2     Operating
        Expenses.
            (a)In
        addition to the Base Annual Rent, Tenant will pay, as additional rent, its
        proportionate share of Landlord's costs of operating the Building over the
        expenses incurred during the 2006 calendar year (the “Base Year”). These costs
        shall consist of (a) real estate taxes and (b) all other costs defined in
        Paragraph 3.2 (c) below, which are actually incurred by the Landlord, and
        which
        are projected in Landlord's reasonable estimation to reflect the greater
        of (a)
        the actually occupancy of the Building or (b) ninety-five percent (95%)
        occupancy of the Building. Tenant's proportionate share, subject to adjustment
        pursuant to Paragraph 1.2 above, shall be one and 72/100 percent (1.72%).
        Tenant’s proportionate share is calculated by dividing the total rentable square
        footage of the Demised Premises (approximately 4,936 rentable square feet)
        by
        the building’s total rentable square footage, which is 287,271 square
        feet.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (b) Landlord
        shall send Tenant a statement showing the fiscal year operating expenses
        as soon
        as is practicable after the end of each calendar year; however, Landlord’s
        failure to provide such operating expense statement as soon as is practicable
        after the end of each calendar year shall in no way excuse Tenant from its
        obligation to pay its pro rata share of operating expenses or constitute
        a
        waiver of Landlord’s right to bill and collect such pro rata share of operating
        expenses from Tenant in accordance with this paragraph 3.2(b).


                     
        

                     (c) The
        costs
        of operating the Building (the "Operating Expenses") shall include the
        following:

       

      (i) electricity,
        water, sewer and other utility charges (including surcharges) of every type
        and
        nature, but excluding electricity charges billed directly to Tenant by Landlord
        pursuant to Paragraph 16.3 hereof;

       

      (ii) premiums
        and other charges incurred by Landlord with respect to all insurance relating
        to
        the Building and the operation and maintenance thereof, including, without
        limitation, all risk of physical damage or fire and extended coverage insurance,
        public liability insurance, elevator insurance, workman's compensation
        insurance, boiler and machinery insurance, sprinkler leakage insurance, rent
        insurance, use and occupancy insurance, and health, accident and group life
        insurance for employees;

       

      (iii) management
        office costs directly attributable to management and operation of the Building
        and management fees and personnel costs of the Building, including, but not
        limited to, salaries, wages, fringe benefits and other direct and indirect
        costs
        of engineers, superintendents, watchmen, porters and any other Building
        personnel;

       

      (iv) costs
        of
        service and maintenance contracts, including, but not limited to, chillers,
        boilers, controls, elevators, mail room, windows, security services, and
        management fees;

       

      (v) all
        costs, charges, and expenses, incurred by Landlord in connection with any
        change
        of any company providing electricity service, including, without limitation,
        maintenance, repair, installation, and service costs associated
        herewith;

       

      (vi) all
        other
        maintenance and repair expenses and supplies which are deducted by Landlord
        in
        computing its Federal income tax liability;

       

      (vii) amortization
        and/or depreciation for capital expenditures incurred by Landlord in connection
        with additions, replacements or improvements reasonably expected by Landlord
        to
        reduce Operating Expenses (and only to the extent that such additions,
        replacements or improvements do reduce Operating Expenses), or which are
        incurred in connection with compliance with governmental orders;

       

      (viii) the
        costs
        of any additional services not provided to the Building at the Lease
        Commencement Date but thereafter provided by Landlord in the prudent management
        of the Building;

       

      (ix) real
        estate taxes (or taxes which replace or are in lieu of such real estate
        taxes);

       

      (x) the
        cost
        of janitorial service (allocable to the actual space in the Building being
        serviced);

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (xi) any
        Business, Professional and Occupational License tax payable by Landlord with
        respect to the Building;

       

      (xii) auditing
        and accounting fees including accounting fees incurred in connection with
        the
        preparation and certification of any and all statements required under this
        Lease;

       

      (xiii) all
        miscellaneous taxes (including, without limitation, all sales and excise
        taxes
        on the expenditures enumerated in this Paragraph) applicable to the Building
        and
        any taxes imposed on personal property in the Building owned by
        Landlord;

       

      (xiv) the
        cost
        of licenses, permits and similar fees and charges; and any other costs and
        expenses, including reasonable attorney's fees, incurred by Landlord in
        maintaining or operating the Building.

       

      Notwithstanding
        anything to the contrary, Operating Expenses shall not include the
        following:

      


      (i) Any
        ground lease rental;

      


      (ii) Costs
        incurred by Landlord for the repair of damage to the Building to the extent
        that
        Landlord is reimbursed by insurance or condemnation proceeds or by tenants,
        warrantors or other third persons;

      


      (iii) Depreciation,
        amortization and interest payments, except as specifically permitted elsewhere
        in the Lease, and except upon materials, tools, supplies and vendor-type
        equipment purchased by Landlord to enable Landlord to supply services Landlord
        might otherwise contract for with a third party, where such depreciation,
        amortization and interest payments would otherwise have been included in
        the
        charge for such third party’s services, all as determined in accordance with
        generally accepted accounting principles, consistently applied, and when
        depreciation or amortization is permitted or required, the item shall be
        amortized over its reasonably anticipated useful life;

      


      (iv) Marketing
        costs including leasing commissions, attorney’s fees in connection with the
        negotiation and preparation of letters, deal memos, letters of intent, leases,
        subleases and/or assignments, space planning costs, and other costs and expenses
        incurred in connection with lease, sublease and/or assignment negotiations
        and
        transactions with present or prospective tenants or other occupants of the
        Building;

      


      (v) Except
        as
        permitted elsewhere in the Lease Agreement, costs of a capital nature, including
        without limitation, capital improvements, capital replacements, capital repairs,
        capital equipment and capital tools, all as determined in accordance with
        generally accepted accounting principles consistently applied or otherwise
        (“Capital Items”);

      


      (vi) Interest,
        principal, points and fees on debt or amortization on any mortgage, deed
        of
        trust or other debt encumbering the Building or the Project;

      


      (vii) Costs,
        including permit, license and inspection costs, incurred with respect to
        the
        installation of Tenant or other occupants’ improvements made for tenants or
        other occupants in the Building, or incurred in renovating or otherwise
        improving, decorating painting or redecorating space used exclusively by
        tenants
        or other occupants of the Building, including space planning and interior
        design
        costs and fees;

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (viii) Attorney’s
        fees and other costs and expenses incurred in connection with negotiations
        or
        disputes with present or prospective tenants or other occupants of the Building
        or attorney’s fees and other costs and expenses in, settlement, judgments
        incurred in connection with potential or actual claims pertaining to Landlord,
        the Building or the Project; provided, however, that Operating Expenses shall
        include those attorneys’ fees and other costs and expenses incurred in
        connection with disputes or claims relating to items of Operating Expenses,
        enforcement of rules and regulations of the Building, and such other matters
        relating to the maintenance of standards required of Landlord under the Lease
        Agreement may be included in Operating Expenses;

      


      (ix) Expenses
        in connection with services or other benefits which are not offered to Tenant,
        or for which Tenant is charged for directly but which are provided to another
        tenant or occupant of the Building;

      


      (x) Costs
        incurred by Landlord due to the violation by Landlord of the terms and
        conditions of any lease of space in the Building;

      


      (xi) Overhead
        and profit increment paid to Landlord or to subsidiaries or affiliates of
        Landlord for goods and/or services provided to the Building to the extent
        the
        same exceeds the costs that would generally be charged for such goods and/or
        services if rendered on a competitive basis, based upon a standard of comparable
        buildings by unaffiliated third parties capable of providing such services;
        provided, however, that nothing in this subparagraph (xi) shall restrict
        Landlord’s right to employ an affiliate of Landlord, including but not limited
        to The Koman Group, L.L.C., to manage the Building, to pay such affiliate
        administrative, management fee and other compensation and to include such
        aggregate amount in Operating Expenses;

      


      (xii) Costs
        of
        Landlord’s general corporate overhead, except to the extent that such overhead
        is directly attributable to the management, maintenance and repair of the
        Building;

      


      (xiii) All
        items
        and services for which Tenant or any other tenant in the Building reimburses
        Landlord (other than through operating expense pass-through
        provisions);

      


      (xiv) Electric
        power costs for which any tenant directly contracts with the local public
        service company;

      


      (xv) Costs
        arising form Landlord’s charitable or political contributions;

      


      (xvi) Rentals
        for items (except when needed in connection with normal repairs and maintenance
        of permanent systems) which if purchased, rather than rented, would constitute
        a
        capital improvement which is specifically excluded above, excluding, however,
        equipment not affixed to the Building which is used in providing janitorial
        or
        similar services;

      


      (xvii) Rentals
        and other related expenses incurred in leasing HVAC systems, elevators or
        other
        equipment ordinarily considered to be Capital Items, except for (1) expenses
        in
        connection with making repairs on or keeping project systems in operation
        while
        repairs are being made and (2) costs of equipment not affixed to the Building
        which is used in providing janitorial or similar services;

      


      (xviii) Advertising
        and promotional expenditures;

      


      (xix) Costs
        incurred in connection with upgrading the common areas of the Building to
        comply
        with handicap (including ADA), life, fire and safety codes as such codes
        are
        interpreted to apply to the Building by the responsible public officials
        prior
        to the Lease Commencement Date;

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (xx) Tax
        penalties incurred as a result of Landlord’s negligence, inability or
        unwillingness to make payments and/or to file any income tax or informational
        returns when due;

      


      (xxi) Notwithstanding
        any contrary provision of the Lease Agreement, including, without limitation,
        any provision relating to capital expenditures, any and all costs arising
        form
        the presence of hazardous materials or substances in or about the Building
        including, without limitation, hazardous substances in the ground water or
        soil;

      


      (xxii) Costs
        associated with the operation of the business of the entity which constitutes
        Landlord as the same are distinguished from the costs of operation of the
        Building, including entity accounting and legal matters, costs of defending
        any
        lawsuits with any deed of trust holder (except as the actions of Tenant may
        be
        in issue), costs of selling, syndicating, financing, mortgaging or hypothecating
        any of Landlord’s interest in the Building, or costs of any disputes between
        Landlord and its employees (if any) not engaged in Building operation, disputes
        of Landlord with Building management;

      


      (xxiii) Costs
        of
        signs in or on the Building (other than building directory signs) identifying
        the owner of the Building or other tenant’s signs;

      


      (xxiv) Except
        as
        expressly provided to the contrary in this Lease Agreement, any other expense
        that, under generally accepted building operation, consistently applied,
        would
        not be considered a normal maintenance or operating expense.

      


      (d) Beginning
        January 1, 2007, Tenant shall make monthly payments to Landlord on account
        of
        estimated increases in Operating Expenses for each calendar year. Landlord
        shall
        submit to Tenant an estimate as soon as practicable after the end of each
        calendar year. Following its receipt of each such estimate, Tenant shall
        pay to
        Landlord, monthly, on the first day of each month through and including the
        month in which Tenant receives Landlord's next such estimate, an amount equal
        to
        one-twelfth (1/12th) of Tenant's proportionate share of estimated increases
        in
        Operating Expenses. Each year Landlord shall also submit a statement of the
        Operating Expenses actually incurred during the immediately preceding calendar
        year. If Tenant's total payments on account of estimated increases in Operating
        Expenses made through December of the immediately preceding calendar year
        exceed
        the amount of the increase actually due for the calendar year, Landlord shall
        at
        its option, either refund the difference directly to the Tenant or credit
        Tenant’s rent and/or additional rent obligations coming due thereafter. If, on
        the other hand, such payments were less than the amount of the increase actually
        due, Tenant shall pay the difference to Landlord with its next rent due.
        Tenant's liability for its proportionate share of increases in Operating
        Expenses for the last calendar year of the term of this Lease shall survive
        the
        expiration of the Lease. Similarly, Landlord's obligation to refund to Tenant
        the excess, if any, of the amount of Tenant's payment on account of estimated
        increases for such last calendar year over Tenant's actual liability therefor
        shall survive the expiration of the term of this Lease. Landlord may at any
        time
        or from time to time furnish to Tenant a revised estimate for any calendar
        year
        and in such case Tenant's payments on account of estimated increases for
        such
        calendar year shall be adjusted accordingly. Within thirty (30) days after
        receipt of Landlord’s statement, Tenant or its authorized employee shall have
        the right to inspect the books of Landlord during the business hours of Landlord
        at Landlord’s office in the Building for the purpose of verifying information in
        such statement. Unless Tenant asserts specific error(s) to Landlord in writing
        within forty-five (45) days after delivery of such statement, the statement
        shall be deemed to be correct.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (e) No
        decrease in Taxes and/or Operating Expenses shall reduce Tenant’s rent below the
        annual base rent set forth in Paragraph 3.1 hereinabove.

      


      (f) The
        term
“Controllable Operating Expenses” shall mean all Operating Expenses other than
        real estate taxes, utility charges and insurance charges that are includable
        as
        Operating Expenses under Paragraph 3.2(c). Notwithstanding anything to the
        contrary contained herein, for purposes of calculating Tenant’s proportionate
        share of Operating Expenses for the 2007 calendar year and each calendar
        year
        thereafter during the term of this Lease (including option periods), the
        Controllable Operating Expenses includable in Operating Expenses for each
        such
        calendar year shall be the lesser of (x) the actual Controllable Operating
        Expenses for each such calendar year or (y) one hundred five percent (105%)
        of
        the Controllable Operating Expenses includable in the calculation of Tenant’s
        proportionate share of Operating Expenses for the immediately preceding calendar
        year; provided that if the Controllable Operating Expenses attributable to
        a
        particular calendar year (after the 2006 calendar year) do not increase by
        five
        percent (5%) over the Controllable Operating Expenses attributable to the
        immediately preceding calendar year, then any shortfall in the escalation
        of
        Controllable Operating Expenses below five percent (5%) between such calendar
        years shall be added to the one hundred five percent (105%) cap on Controllable
        Operating Expenses in the immediately succeeding calendar Year.

       

      3.3    Rent
        Payments.  Payments
        of rent shall be paid in advance on or before the fifth (5th) day of each
        and
        every month during the term of this Lease, with appropriate proration for
        the
        first and last months. Rent shall be paid by either check or electronic funds
        transfer (at Tenant’s election), per instructions to be provided by Landlord to
        Tenant, payable to Landlord or to such other person, firm or corporation
        as
        Landlord may designate in writing.

      


      3.4    Delinquent
        Rent Payments.  Any
        installment of rent, or any additional rent, which is not received by Landlord
        within five (5) days after the same becomes due and payable, and receipt
        of
        written notice of such nonpayment, shall obligate Tenant to pay, as additional
        rent, a late fee equal to the amount owed with a late payment fee of five
        percent (5%) of the outstanding balance, plus for each and every month or
        part
        thereof that such rent remains unpaid, an interest cost of prime plus eight
        percent (8%) but in no event higher than the interest rate permitted by law,
        said additional rent to be payable with the next monthly installment of rent.
        In
        addition, if the Tenant defaults in the making of any payment or the doing
        of
        any act herein required to be made or done by Tenant, then the Landlord may,
        but
        shall not be required to, make such payment or do such act, and the amount
        of
        the expense thereof, if made or done by Landlord, shall be paid by Tenant
        to
        Landlord together with a late payment fee of five (5%) of the outstanding
        balance, plus for each and every month or part thereof that such amount remains
        unpaid, an interest cost of prime plus eight percent (8%) but in no event
        higher
        than the interest rate permitted by law, which amount shall constitute
        additional rent hereunder due and payable with the next monthly installment
        of
        rent. The provisions of this Paragraph shall not be deemed to affect Landlord's
        right to pursue any of its remedies under Article 20 hereof. 

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

        
4.     USE
          OF DEMISED PREMISES

        4.1    The
          Tenant shall use and occupy the Demised Premises for general office purposes
          and
          for no other purpose whatsoever. The Tenant shall not use or permit the
          Demised
          Premises or any part thereof to be used for any disorderly, unlawful, or
          hazardous purpose and will not manufacture any commodity therein. Tenant
          shall
          comply with all present and future laws, ordinances (including zoning ordinances
          and land use requirements), regulations and orders of all governmental
          and/or
          quasi-governmental authorities having jurisdiction over the Demised
          Premises.

      

      


      4.2    Tenant
        shall pay any business, rent or other taxes that are now or hereafter levied
        upon Tenant's use or occupancy of the Demised Premises, the conduct of Tenant's
        use or occupancy of the Demised Premises, or Tenant's business in the Demised
        Premises, or Tenant's equipment or other personal property, other than taxes
        relating to Landlord’s income. In the event that any such taxes are enacted,
        changed or altered so that any of such taxes are levied against Landlord,
        or the
        mode of collection of such taxes is changed so that Landlord is responsible
        for
        collection or payment of such taxes, Tenant shall pay any and all such taxes
        to
        Landlord upon written demand from Landlord.

      


      4.3    The
        Tenant will not do, or permit anything to be done in the Demised Premises
        or the
        Building of which they form a part or bring or keep anything therein which
        shall, in any way, increase the rate of fire or other insurance on the Building,
        or on the property kept therein, or obstruct, or interfere with the rights
        of
        other tenants, or in any way injure them, or those having business with them
        or
        conflict with them, or conflict with the fire laws or regulations, or with
        any
        statutes, rules or regulations enacted or established by the City of Creve
        Coeur
        or other governmental entity.

       

      5.    MAINTENANCE
        AND REPAIR

      5.1    Tenant
        will keep the Demised Premises and the fixtures and equipment therein (other
        than major structural elements of the Building, which are the responsibility
        of
        Landlord, as provided in Section 5.3 below) in a clean, safe and sanitary
        condition, will take reasonably good care thereof, will suffer no waste or
        injury thereto, and will, at the expiration or other termination of the term
        of
        this Lease, surrender the same, broom clean, in the same order and condition
        in
        which they are on the commencement of the term of this Lease, except for
        ordinary wear and tear and damage by the elements, fire and other casualty
        not
        due to the negligence of the Tenant.

      


      5.2    If
        Tenant
        shall fail to make any repairs or to perform any maintenance which it is
        obligated to make or perform under this Lease within ten (10) days after
        written
        notice from Landlord to do so, or in the event of any emergency, Landlord
        may,
        with prior written notice to Tenant, make or perform the same for the account
        of
        Tenant, without liability to Tenant for any loss or damage that may accrue
        to
        Tenant's fixtures or other property or to Tenant's business by reason thereof,
        so long as said damage or loss is not due to Landlord’s negligence and Tenant
        shall pay, as additional rent, within thirty (30) days after Landlord shall
        have
        billed Tenant therefore, Landlord's reasonable and actual out-of-pocket cost
        for
        making such repairs and/or performing such maintenance (such cost may include
        a
        reasonable amount for Landlord's overhead, not to exceed ten percent 10%
        of the
        hard costs of such repair(s) or maintenance). Nothing herein contained shall
        imply any duty on the part of Landlord to do any such work which under any
        provision of this Lease Tenant may be required to do, nor shall it constitute
        a
        waiver of Tenant's default in failing to do the same.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      5.3    Landlord
        shall make all necessary repairs to the structure of the Building and the
        mechanical, electrical, plumbing, heating and air conditioning systems therein,
        except with respect to any items installed or constructed by Tenant and except
        where the repair has been made necessary by misuse or neglect by Tenant or
        Tenant's agents, servants, visitors or licensees. This obligation to repair
        does
        not impose upon Landlord an obligation to make repairs other than during
        Normal
        Building Hours except in emergency situations. Landlord will use its best
        efforts to make such repairs in a timely fashion. If Landlord on its part
        fails
        to make any repair after a ten (10) day written notice from Tenant, Tenant
        may
        perform the repair and submit an invoice to Landlord. Tenant is to notify
        Landlord in writing of the repair and provide Landlord with a copy of the
        bid to
        perform such repair before it releases any work, except in the case of an
        emergency, in which case Tenant shall endeavor to notify the Landlord as
        soon as
        practical.

      


      5.4    Unless
        Landlord shall otherwise request, in writing, no less than fifteen (15) days
        prior to the Lease expiration date, within fifteen (15) days of the expiration
        or termination of this Lease, Tenant, at its sole cost and expense, shall
        remove
        all cabling and wiring, (including but not limited to telecommunication and
        data
        cabling) installed by or for Tenant from the Demised Premises. The provisions
        of
        this paragraph shall survive the expiration and/or termination of this
        Lease.

       

      6.    UTILITY
        DEREGULATION


      6.1    Landlord
        hereby advises Tenant that presently Ameren UE (the “Electric Service Provider”)
        is the utility company selected by Landlord to provide electric service for
        the
        Building. Notwithstanding the foregoing, if permitted by law, Landlord shall
        have the right at any time and from time to time during the Lease Term to
        either
        contract for service from a different company or companies providing electricity
        service (each such company shall hereinafter be referred to as an “Alternate
        Service Provider”) or continue for service from the Electric Service
        Provider.

      


      6.2    Tenant
        shall cooperate with Landlord, the Electric Service Provider, and any Alternate
        Service Provider at all times and, as reasonably necessary, shall allow
        Landlord, Electric Service Provider and any Alternate Service Provider
        reasonable access to the Building’s electric lines, feeders, risers, wiring, and
        any other machinery within the Demised Premises.

      


      6.3    Unless
        attributable to Landlord’s negligence, Landlord shall in no way be liable or
        responsible for any loss, damage, or expense that Tenant may sustain or incur
        by
        reason of any change, failure, interference, disruption, or defect in the
        supply
        or character of the electric energy furnished to the Demised Premises, or
        if the
        quantity or character of the electric energy supplied by the Electric Service
        Provider or any Alternate Service Provider is no longer available or suitable
        for Tenant’s requirements, and no such change, failure, defect, unavailability,
        or unsuitability shall constitute an actual or constructive eviction, in
        whole
        or in part, or entitle Tenant to any abatement or diminution of rent, or
        relieve
        Tenant from any of its obligations under the Lease.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      7.    ALTERATIONS

      7.1    Tenant
        will not make or permit anyone to make any alterations, additions or
        improvements, (hereinafter referred to as "Alterations"), in or to the Demised
        Premises or the Building, other than cosmetic alterations which will not
        affect
        building systems or structure without the prior written consent of Landlord,
        which consent shall not be unreasonably withheld or delayed. As a condition
        precedent to such written consent of Landlord, Tenant agrees to obtain and
        deliver to Landlord upon completion, written, unconditional waivers of
        mechanics' and material men's liens against the Building and the land upon
        which
        it is situated from all proposed contractors, sub-contractors, laborers and
        material suppliers for all work, labor and services that were performed and
        materials furnished in connection with Alterations. If, notwithstanding the
        foregoing, any mechanic's lien is filed against the Demised Premises, the
        Building, and/or the land on which the Building is located, for work or
        materials done for, or furnished to, Tenant (other than for work or materials
        supplied by Landlord), such mechanic's lien shall be discharged by Tenant
        the
        earlier of (a) the date a responsive pleading is due in any such lien action,
        or
        (b) ten (10) days thereafter, at Tenant's sole cost and expense, by the payment
        thereof or by the filing of any bond required by law. If Tenant shall fail
        to
        discharge any such mechanic's lien, Landlord may, at its option, discharge
        the
        same and treat the cost thereof as additional rent hereunder, payable with
        the
        monthly installment of rent next becoming due; and such discharge by Landlord
        shall not be deemed to waive the default of Tenant in not discharging the
        same.
        Tenant will indemnify and hold Landlord harmless from and against any and
        all
        expenses (including reasonable attorney's fees), liens, claims or damages
        to any
        person or property which may or might arise by reason of the making by Tenant
        of
        any Alterations. Landlord will in turn indemnify and hold Tenant harmless
        from
        and against any and all expenses (including reasonable attorney’s fees), liens,
        claims or damages to any person or property which may or might arise by reason
        of the making of Landlord of any alterations.

      


      7.2    Alterations
        may be made only at Tenant's expense, by contractors or subcontractors approved
        by Landlord, which approval shall not be unreasonably withheld, and only
        after
        Tenant has obtained all necessary permits from governmental authorities having
        jurisdiction and has furnished copies of the permits to Landlord. Landlord
        shall
        have the right to have the making of any Alterations supervised by its
        architects, contractors or workmen. All Alterations that affect or in any
        way
        relate to the mechanical, electrical, plumbing, heating, air conditioning,
        or
        structural systems of the Building shall be done only by Landlord or Landlord's
        contractor or agent at Tenant's expense. Landlord will use its best effort
        to
        perform the work at a reasonable cost.

      


      7.3    If
        any
        Alterations are made without the prior written consent of Landlord, Landlord
        may
        correct or remove the same, and Tenant shall be liable for all reasonable
        expenses so incurred by Landlord. All Alterations in or to the Demised Premises
        or the Building made by either party shall immediately become the property
        of
        Landlord and shall remain upon and be surrendered with the Demised Premises
        as a
        part thereof at the end of the term hereof; provided however, Tenant shall
        have
        the right to remove, prior to the expiration of the term of this lease, all
        movable furniture, furnishings or equipment installed in the Demised Premises
        at
        the expense of Tenant, and if such property of Tenant is not removed by Tenant
        prior to the expiration or termination of this Lease, the same shall, at
        Landlord's option, become the property of Landlord and shall be surrendered
        with
        the Demised Premises as a part thereof. Should Landlord elect that Alterations
        installed by Tenant be removed upon the expiration or termination of this
        Lease,
        it shall so advise Tenant at the time of its providing consent to such
        Alterations, Tenant shall remove the same at Tenant's sole cost and expense,
        and
        if Tenant fails to remove the same, Landlord may remove the same at Tenant's
        expense and Tenant shall reimburse Landlord for the cost of such removal
        together with any and all damages which Landlord may sustain by reason of
        such
        default by Tenant.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      8.    ASSIGNMENT
        AND SUBLETTING


      8.1    Tenant
        may not assign, transfer, mortgage or encumber this Lease, nor shall any
        assignment or transfer of this Lease be effectuated by operation of law or
        otherwise, without the prior written consent of Landlord, which consent shall
        not be unreasonably withheld or delayed, other than Tenant may automatically
        and
        without Landlord’s consent (but providing written notice to Landlord thereof)
        assign the Lease to another controlling, controlled by or under common control
        with Tenant. The withdrawal or change, whether voluntary, involuntary or
        by
        operation of law, of persons or entities owning a controlling interest in
        Tenant, or the sale of Tenant's business, shall be deemed a voluntary assignment
        of this Lease and subject to the provisions of this Paragraph. Tenant's failure
        to comply with the foregoing sentence shall be deemed to be a material breach
        of
        this Lease by Tenant.

      


      8.2    Tenant
        shall not sublease the Demised Premises or any part thereof or transfer
        possession or occupancy thereof to any person, firm or corporation without
        the
        prior written consent of Landlord, which consent shall not be unreasonably
        withheld or delayed.

      


      8.3    In
        the
        event Tenant subleases or assigns all or part of the Demised Premises at
        a
        rental per square foot that is higher than the rental being paid by Tenant
        hereunder or in exchange for Tenant's receipt of any bonus or lump sum payment,
        Landlord shall be entitled to receive and Tenant shall promptly remit fifty
        percent (50%) of any excess rental, bonus and/or lump sum payment which may
        inure to Tenant's benefit as a result of any such assignment or subletting
        regardless of Landlord's consent thereto. Landlord will receive the excess
        rental, if any, within ten (10) days of Tenant’s receipt of same.

      


      8.4    In
        the
        event Tenant desires to sublease all or any part of the Demised Premises,
        Tenant
        shall give written notice thereof to Landlord. Landlord shall have the right,
        within thirty (30) days after receipt of written notice from Tenant of Tenant's
        desire to sublease all or part of the Demised Premises, to retake such portion
        to be subleased from Tenant and to terminate this Lease with respect to any
        such
        space so taken.

      


      8.5    Any
        sublease or assignment shall be subject to the following
        conditions:

       

      (a)       
        Tenant’s
        successor shall be acceptable as a first class user of office space in
        Landlord's reasonable opinion.

      


      (b)       
        At
        the
        time of making such assignment or sublease, there is no default under any
        of the
        agreements, terms, covenants and conditions on the part of the Tenant to
        be
        performed under this Lease.

      


      (c)      
        Such
        assignment or sublease shall be in writing, shall certify the amount of rental,
        bonus and/or lump sum payment paid or to be paid to Tenant, shall contain
        an
        agreement on the part of the assignee or subtenant to abide by all of the
        terms
        and provisions of this Lease, except for the payment of rent and additional
        rent, and shall be duly executed and acknowledged by Tenant and Tenant's
        assignee or subtenant. Landlord’s consent to any assignment or sublet shall not
        obviate the requirement of Landlord’s consent to future assignments and/or
        sublets on the part of Tenant or any assignee or sublessee of Tenant. A copy
        of
        the sublease must be supplied to the Landlord within thirty (30) days after
        full
        and final execution.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (d)     
        Such
        assignment or sublease shall expressly prohibit the assignee or subtenant
        from
        removing any of the Landlord's personal property from the Demised Premises
        without the Landlord's express written consent.

      


      (e)      
        No
        assignment or sublease shall obligate Landlord to make any Alterations (as
        that
        term is defined in Paragraph 8 above) nor to do any finishing or remodeling
        work
        in or to all or any part of the Demised Premises, nor shall any such assignment
        or sublease result in a decrease of any amounts payable to Landlord pursuant
        to
        the terms of this Lease.

      


      (f)      
        No
        assignment or sublease shall release or discharge, in whole or in part, Tenant's
        liability for the full performance of the agreements, terms, covenants and
        conditions contained in this Lease.

      


      (g)      
        If
        all or
        any part of the Demised Premises shall be subleased or occupied by any person
        or
        entity other than the Tenant, the Landlord may, after default by the Tenant,
        collect rent from any such subtenant(s) or occupant(s), and apply the amount
        collected to the rent reserved herein, and Tenant hereby assigns to Landlord
        the
        rent due from any subtenant or assignee of Tenant and hereby authorizes each
        such subtenant or assignee to pay said rent directly to Landlord but no such
        collection shall be deemed a waiver of any agreement, term, covenant or
        condition hereof nor the acceptance by the Landlord of any subtenant or occupant
        as Tenant.

      


      (h)      Wherever
        notice, demand, request, or any other communication of any nature is required
        to
        be given by the Landlord or by any mortgagee to the Tenant, no such notice,
        demand, request, or communication shall, in any event, be required to be
        given
        to any such assignee or subtenant, and any notice, demand, request or
        communication shall be given only to the Tenant herein.

      


      (i)      
        Any
        assignment or subletting permitted hereunder shall be for the initial term
        only,
        and shall not include any option or renewal rights.

      


      8.6        
        If
        Landlord withholds approval to the proposed subletting or assignment, this
        Lease
        shall remain in full force and effect. In the event Landlord does not exercise
        any of its rights specified in this Paragraph 8, or does not respond to Tenant's
        request for Landlord's consent to an assignment or sublease, within ten (10)
        days after Tenant's request therefore, Landlord shall be deemed to have withheld
        approval of the sublease or assignment. If Tenant thereafter completes a
        sublease or assignment with a third party, such sublease or assignment shall
        be
        null and void.


       

      
        	
                9.

              	
                INSTALLATIONS
                  AFFECTING BUILDING AND BUILDING
                  SYSTEMS

              


      

      9.1    Landlord
        shall have the right to prescribe the weight and method of installation and
        position of safes, heavy fixtures, shelving, files, library stacks, equipment
        or
        machinery and Tenant will not install any such items which would place a
        load
        upon any floor exceeding the floor load per square foot which such floor
        was
        designed to carry. The live load for the building is one hundred pounds per
        square foot, with allowable reductions per BOCA. All damage done to the Building
        or any part thereof by taking in or removing a safe or any other article
        of
        Tenant's office equipment, or due to its being in the Demised Premises, shall
        be
        repaired at the reasonable expense of the Tenant. No freight, furniture,
        or
        other bulky matter of any description will be received into the Building
        or
        carried in the elevators, except as approved by the Landlord. All moving
        of
        furniture, material, and equipment shall be subject to the supervision of
        the
        Landlord, who shall, however, not be responsible for any damage to or charges
        for moving the same. Tenant agrees to promptly remove from the public area
        adjacent to the Building and from any common area within the Building any
        of
        Tenant's merchandise or property there delivered or deposited.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      9.2    Except
        as
        may be specifically permitted by the terms of this Lease, Tenant shall not
        install or use any equipment of any kind or nature whatsoever which will
        or may
        necessitate any changes, replacements or additions to or require the use
        of the
        water, plumbing, heating, air-conditioning, or electrical system of the Demised
        Premises without the prior written consent of the Landlord, which consent
        shall
        not be unreasonably withheld or delayed. In addition, only Landlord or
        Landlord’s contractor or agent at Tenant’s reasonable expense shall do all of
        the work described in the foregoing sentence. Landlord will use its best
        efforts
        to secure a competitive price for the work to be performed. Landlord's consent
        shall not be unreasonably withheld or delayed, but may be conditioned upon
        the
        payment by the Tenant of additional rent as compensation for such excess
        consumption of utilities and the payment for other alterations as may be
        required for such equipment, as and if established by appropriate
        engineers.

      


      
        	
                10. 

              	
                
                  ACCESS

                

              


      

      Tenant
        agrees to allow Landlord, its agents or employees to enter the Demised Premises
        at all reasonable times and upon 24 hour prior written notice (except in
        case of
        emergency, in which event Landlord may enter the Demised Premises without
        notice) to examine, inspect or protect the same or to prevent damage or injury
        to the same; to make such alterations and repairs as the Landlord may deem
        necessary; or to exhibit the same to prospective tenants during the last
        twelve
        (12) months of the term.

      


      Landlord
        will provide Tenant with two (2) access card per one thousand (1,000) rentable
        square feet of space leased by Tenant at no charge. Each additional or
        replacement access card requested by Tenant shall be at a charge to Tenant
        of
        $15.00 per card.

       

      
        	
                11.

              	
                COVENANTS
                  OF LANDLORD

              


      

      11.1    Landlord
        covenants that it has the right to make this Lease for the term aforesaid,
        and
        that if Tenant shall pay all rent when due and punctually perform all of
        the
        covenants, terms, conditions and agreements of this Lease to be performed
        by
        Tenant, Tenant shall, during the term hereby created, freely, peaceably and
        quietly occupy and enjoy the full possession of the Demised Premises without
        molestation or hindrance by Landlord or any party claiming through or under
        Landlord, subject, however, to the provisions of this Lease, including but
        not
        limited to the Rules and Regulations and the provisions of Paragraph 11.2
        below.

      


      11.2    Landlord
        hereby reserves to itself and its successors and assigns the following rights
        (all of which are hereby consented to by Tenant): (1) to change the street
        address and/or name of the Building and/or the arrangement and/or location
        of
        entrances passageways, atria, doors doorways, corridors, elevators, stairs,
        toilets, or other public parts of the Building; (2) to erect, use and maintain
        pipes and conduits in and through the Demised Premises; (3) to grant to anyone
        the exclusive right to conduct any particular business or undertaking in
        the
        Building not inconsistent with Tenant's permitted use of the Demised Premises;
        and (4) the exclusive right to use and/or lease the roof areas, and the
        sidewalks and other exterior areas; provided such acts do not impair Tenant’s
        ability to conduct business in the normal course. Landlord may exercise any
        or
        all of the foregoing rights without being deemed to be guilty of an eviction,
        actual or constructive, or a disturbance or interruption of the business
        of
        Tenant or of Tenant's use or occupancy of the Demised Premises.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      
        	
                12.

              	RULES AND
                REGULATIONS


      

      Tenant,
        its agents, employees and invitees shall abide by and observe the rules and
        regulations attached hereto as Exhibit
        F.
        Tenant,
        its agents, employees and invitees shall abide by and observe such other
        reasonable rules or reasonable regulations which will be enforced in a uniform
        and non-discriminating manner by Landlord as may be promulgated from time
        to
        time by Landlord for the operation and maintenance of the Building provided
        that
        the same are not inconsistent with the provisions of this Lease, do not
        materially impair Tenant’s permitted use of the premises, and a copy thereof is
        sent to Tenant. Nothing contained in this Lease shall be construed to impose
        upon Landlord any duty or obligation to enforce such rules and regulations,
        or
        the terms, conditions or covenants contained in any other Lease, as against
        any
        other tenant, and Landlord shall not be liable to Tenant for violation of
        the
        same by any other tenant, or such other Tenant's employees, agents or
        invitees.

      


      


      
        	
                13.

              	
                SIGNS

              


      

      No
        sign,
        advertisement or notice shall be inscribed, painted, affixed or displayed
        by
        Tenant on any part of the outside or the inside of the Building except on
        the
        doors of offices and on the Building directory and then only in such place,
        number, size, color and style as is approved by Landlord, and if any such
        sign,
        advertisement or notice is exhibited, without Landlord's approval, which
        approval shall not be unreasonably withheld or delayed, Landlord shall have
        the
        right to remove the same and Tenant shall be liable for any and all expenses
        incurred by Landlord for such removal. All such suite signs, shall be at
        the
        sole expense of Tenant, and all directory signage shall be at the sole expense
        of Landlord.

       

      
        	
                14.

              	
                INSURANCE

              


      

      14.1    Tenant
        shall procure and keep in force at its own expense during the term of this
        Lease, public liability and property damage insurance in a company acceptable
        to
        Landlord, naming Landlord, Landlord’s Agent, and any mortgagee of the Building
        as additional insureds, with a minimum combined single limit coverage of
        two
        million dollars ($2,000,000) (to include "independent contractors" coverage,
        broad form "contractual" liability, "personal injury" liability and a broad
        form
        CGL endorsement). Landlord will accept a certificate showing evidence of
        coverage under Tenant's umbrella insurance policy. If at any time Tenant
        does
        not comply with the foregoing provisions of this Paragraph, Landlord may,
        at its
        option cause such insurance to be issued and in such event Tenant shall pay
        the
        premium(s) for such insurance promptly upon Landlord's written demand. Tenant
        shall, in any event, defend, indemnify and save Landlord harmless from and
        against any and all claims, actions, damages, liability, and expenses, including
        reasonable attorney's fees, for injury to persons or property, arising in
        whole
        or in part from any act or omission of Tenant, its employees, agents,
        contractors, customers or other visitors, except for negligence on the part
        of
        Landlord or its employees. 

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      14.2    In
        addition to the above, Tenant shall maintain insurance covering all of Tenant's
        leasehold improvements, trade fixtures and personal property from time to
        time
        in, on or upon the Demised Premises and any alterations, improvements, additions
        or changes made by Tenant thereto in an amount not less than one hundred
        percent
        (100%) of their full replacement cost from time to time during the Term of
        this
        Lease, providing protection against perils included within the standard form
        of
        fire and extended coverage insurance policy, together with insurance against
        sprinkler leakage or other sprinkler damage, vandalism and malicious mischief.
        Any policy proceeds from such insurance, so long as this Lease shall remain
        in
        effect, shall be applied first for the repair, reconstruction, restoration
        or
        replacement of the property damaged or destroyed.

      


      14.3    All
        insurance policies required to be obtained and maintained by Tenant under
        this
        Lease: (1) must be issued by insurance companies with a minimum Best rating
        of
        XIII; (2) must be written as primary policy coverage and not contributing
        with
        or in excess of any coverage which Landlord may carry; (3) must contain an
        express waiver of any right of subrogation by the insurance company against
        Landlord and its agents; (4) must provide that the policy may not be canceled
        unless Landlord shall have received thirty (30) days prior written notice
        of
        cancellation; and (5) shall contain a provision that Landlord and any other
        parties in interest, although named as insured, shall nevertheless be entitled
        to recover under said policies for any loss occasioned to them, their servants,
        agents and employees by reason of the negligence of Tenant (or any other
        named
        insured). Tenant shall either: a) provide a Certificate of Insurance within
        thirty (30) days of occupancy or b) deliver to Landlord certified copies,
        or
        duplicate originals, of each such policy or renewal policy, together with
        evidence of payment of all applicable premiums, not later than thirty (30)
        days
        after the Lease Commencement Date, and at least thirty (30) days before the
        expiration of the expiring policies previously furnished. Any insurance required
        of Tenant under this Paragraph 14 may be carried under a blanket policy covering
        the Demised Premises and other locations of Tenant, provided that Tenant
        shall
        deliver to Landlord: a) a Certificate of Insurance or b) a duplicate original
        or
        certified copy of each blanket policy, or other evidence satisfactory to
        Landlord of blanket coverage. Neither the issuance of any such insurance
        policy
        nor the minimum limits specified in this Paragraph 14 with respect to Tenant's
        insurance coverage shall be deemed to limit or restrict in any way Tenant's
        liability arising under or out of this Lease.

      


      14.4    Insurance
        Cost Increases Due to Tenant's Activity.
        In the
        event of increases in the insurance rates for fire insurance or other insurance
        carried by Landlord due to Tenant's activity or property in or about the
        Demised
        Premises of the Building, or for improvements to the Demised Premises for
        which
        Tenant is responsible, Tenant shall be liable for such increases and shall
        reimburse Landlord immediately upon written demand therefore. Statements
        by an
        insurance company or by the applicable insurance rating bureau that such
        increases are due to such activity, property or improvements shall be conclusive
        evidence for determining the liability of Tenant hereunder.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      14.5    Procurement
        of Certain Policies by Landlord.
        Landlord
        shall procure and keep in force at its own expense during the term of this
        Lease
        public liability and property damage insurance policies with respect to building
        operations exclusive of the Demised Premises with not less than a combined
        single limit of one million dollars ($1,000,000) and general annual aggregate
        limit coverage of two million dollars ($2,000,000). Such policy shall be
        full
        general liability coverage with no unusual exclusions.

      


      14.6    Insurance
        on Landlord's Building and Improvements.
        In
        addition to the insurance described in paragraph 14.5 above, Landlord shall
        maintain insurance covering the entire Building and Landlord's improvements
        and
        personal property from time to time in, on or upon the Building and any
        alterations, improvements, additions or changes made by Landlord thereto
        in an
        amount not less than ninety percent (90%) of their full replacement cost
        from
        time to time during the entire term of this Lease, providing protection against
        perils included within the standard form of fire and extended coverage insurance
        policy, together with insurance against sprinkler leakage or other sprinkler
        damage, vandalism and malicious mischief. Landlord shall apply the claim
        payment
        proceeds of such insurance, subject and subordinate to the mortgagor, directly
        to the repair or restoration of the loss or damage to the Building that was
        the
        basis of such claim.

      


      14.7    General
        Provisions Relating to Landlord's Insurance.
        All
        insurance policies required to be obtained and maintained by Landlord under
        this
        lease (i) must be issued by insurance companies with a minimum Best rating
        of
        XIII; (ii) must be written as primary policy coverage and not contributing
        with
        or in excess of any coverage which Tenant may carry; (iii) must provide for
        a
        waiver of any right of subrogation by the insurance company against Tenant
        and
        its agents.

      


      14.8    Insurance
        Does Not Limit Liability.
        Landlord
        and Tenant hereby expressly agree that the insurance provisions of this Lease,
        including the required minimum limits set forth in paragraphs 14.1, 14.2,
        14.5,
        and 14.6 of this Lease, are intended to assure that certain minimum standards
        of
        insurance protection are afforded by or on behalf of the parties. No
        specification as to type, scope, amount or amounts of such insurance shall
        in
        any way be construed as a limitation or measurement of the liabilities of
        Tenant
        or Landlord arising under or out of this Lease.

       

      
        	
                15.

              	INDEMNITY


      

      15.1    General
        Release of Landlord Liability.
        Except
        due to Landlord’s negligence, Tenant does hereby release, indemnify and hold
        Landlord harmless from and against any injury, Loss, compensation or claim
        by
        Tenant, including, but not limited to, claims for the interruption of or
        loss to
        Tenant's business, based on, arising out of or resulting from any cause
        whatsoever (except as otherwise provided in this Paragraph 15) including,
        but
        not limited to, the following: repairs to any portion of the Demised Premises;
        interruption in the use of the Demised Premises or any equipment therein;
        any
        fire, robbery, theft, vandalism, mysterious disappearance in or on the Demised
        Premises; and any leakage in any part or portion of the Demised Premises
        or the
        Building, or from water, rain, ice or snow that may leak into or flow from,
        any
        part of the Demised Premises or the Building, or from drains, pipes or plumbing
        fixtures in the Building. Any goods, property or personal effects stored
        or
        placed by Tenant, its employees or agents in or about the Demised Premises
        shall
        be at the sole risk of Tenant and Landlord shall not in any manner be held
        responsible therefore. Notwithstanding the foregoing provisions of this
        Paragraph 15.1, Landlord shall not be released from liability to Tenant or
        any
        other person or entity for any injury to any natural person or to any property
        of Tenant caused by the negligence of Landlord or its employees.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      15.2    Landlord
        assumes no liability or responsibility whatsoever with respect to the conduct
        and operation of the business to be conducted by Tenant in the Demised Premises.
        Landlord shall not be liable for any accident to or injury to any person
        or
        persons or property in or about the Demised Premises which are caused by
        the
        conduct or operation of said business or by virtue of equipment or property
        of
        Tenant in said Demised Premises, and Tenant agrees to hold the Landlord harmless
        against all such claims.

      


      15.3    Tenant
        will indemnify Landlord and hold Landlord harmless from and against any loss,
        damage or liability, occasioned by or resulting from any default hereunder
        or
        any wrongful or grossly negligent act on the part of the Tenant, its agents,
        servants, employees, invitees, clients or persons authorized on the Demised
        Premises by Tenant. Landlord will indemnify Tenant and hold Tenant harmless
        from
        and against any loss, damage or liability, including reasonable attorney's
        fees,
        occasioned by or resulting from any default hereunder or any wrongful or
        negligent act on the part of the Landlord, its agents, servants, employees,
        authorized on the Demised Premises by Tenant.

      


      15.4    In
        the
        event that at any time during the term of this Lease Tenant shall have a
        claim
        against Landlord, Tenant shall not have the right to set off or deduct the
        amount allegedly owed to Tenant from any rent or other sums payable to Landlord
        hereunder.

       

      
        	
                16.

              	SERVICES


      

      16.1  
Landlord
        will provide the following services:

             

      a.    Automatically
        operated elevator service twenty-four (24) hours per day, seven (7) days
        a week.
        Access to the Building after Normal Building Hours, which are 7:00 a.m. to
        6:00
        p.m., Monday through Friday and 8:00 a.m. to 12:00 p.m., Saturday shall be
        via
        the Building card access system.

       

               b.  
Heat,
        ventilation and air conditioning (“HVAC”) when necessary to provide a seasonable
        temperature (subject to governmental regulations) for normal occupancy and
        use
        of the Demised Premises during Normal Building Hours. No regular HVAC service
        will be provided on Sunday or recognized legal holidays. In the event Tenant
        requests the use of Building HVAC after Normal Building Hours, Tenant shall
        pay
        for such use at an hourly rate of $18.50 per hour with a two (2) hour
        minimum.

      


               c.   Electricity
        for building standard lighting during Normal Building Hours. If Tenant regularly
        utilizes the Demised Premises beyond Normal Building Hours, electricity for
        building standard lighting used beyond Normal Building Hours shall be considered
        excess electric and Tenant agrees to pay Landlord, promptly upon demand,
        as
        Additional Rent hereunder for all electric consumed for the use of said
        after-hours lighting at the average rate per unit of energy then in
        effect.

       

              
        d.   Electricity
        allowance for 120/208-volt power for operation of desk-top computers, printers,
        fax machines, copy machines, telephone equipment, non-standard Building
        lighting, and other energy consuming devices (“Office Equipment”). In the event
        Landlord reasonably determines that Tenant is consuming an excessive amount
        of
        electricity, Landlord reserves the right to separately meter Tenant’s space at
        Tenant’s expense and Tenant agrees to pay to Landlord, promptly upon demand, as
        Additional Rent hereunder for said excessive electricity at the average rate
        per
        unit energy then in effect. An independent engineer selected by Landlord
        shall
        reasonably determine electricity consumption. Tenant shall have the option
        to
        have an electric meter installed at Tenant’s expense. 

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      e.    Dedicated
        computer rooms and supplemental air conditioning and/or air ventilation units
        shall not be considered standard Office Equipment and shall be separately
        metered, at Tenant’s expense. Tenant agrees to pay Landlord, promptly upon
        written demand, as Additional Rent hereunder for all electric consumed by
        non-standard Office Equipment at the average rate per unit energy then in
        effect. Whenever heat generating machines and/or equipment are used by Tenant
        in
        the Demised Premises, Landlord reserves the right to install supplementary
        air
        conditioning and or air ventilation units for the Demised Premises and the
        cost
        of installation, operation and maintenance thereof shall be paid by Tenant
        at
        rates set by Landlord as Additional Rent. 

      


      f.    Landlord
        shall perform all light tubes or bulb replacements at Tenant's reasonable
        request and the cost for same shall be included as an item of Operating
        Expenses; provided, however, that the cost of replacing non-Building standard
        or
        specialized lights shall be replaced at Tenant’s sole cost and
        expense.

      


      g.    Rest
        room
        facilities and necessary lavatory supplies, including hot and cold running
        water, at those points of supply provided for the general use of other tenants
        in the Building, and routine maintenance, painting, and electrical lighting
        service for all public areas and special service areas of the Building in
        the
        manner and to the extent that is standard for first-class office buildings
        in
        the St. Louis metropolitan area.

      


      h.    Access
        to
        the Demised Premises on a full-time twenty-four hour basis, subject to such
        reasonable regulations and/or security systems that Landlord may impose for
        security purposes.

      


      i.    Janitorial
        services that are standard for first-class office buildings in the St. Louis
        metropolitan area.

      


      j.    Access
        to
        the front door of the Building during Normal Building Hours. After-hours
        access
        shall be through the Building’s card access system.

      


      16.2    Any
        failure by Landlord to furnish the foregoing services as a result of
        governmental restrictions, energy shortages, equipment breakdowns, maintenance,
        repairs, strikes, scarcity of labor or materials, or from any cause beyond
        the
        control of Landlord, shall not render Landlord liable in any respect for
        damages
        to any person or property, nor be construed as an eviction of Tenant, nor
        work
        an abatement of rent, nor relieve Tenant from Tenant's obligations hereunder.
        If
        the Building equipment should cease to function properly, Landlord shall
        use
        reasonable diligence to repair the same promptly.

      


      16.3    Tenant
        shall pay directly to the utility companies all costs and charges for Tenant's
        consumption of utilities (other than water) under any separate meters installed
        for the Demised Premises and shall pay to Landlord, as additional rent, its
        proportionate share of electric bills rendered to Landlord under any meters
        shared by Tenant with another tenant or tenants. In the event the cost of
        any
        such utilities is billed to Landlord, then Tenant shall reimburse Landlord
        the
        full cost thereof, as additional rent, within ten (10) days after demand
        therefor. The provision of Paragraph 3.4 of this Lease shall apply if any
        payment due pursuant to this Paragraph is not made when due. In the event
        any
        charges for utilities billed directly to Landlord are not allocated to Tenant
        on
        the basis of Tenant's actual usage (i.e., through the use of submeters),
        then
        such charges shall be allocated by Landlord based on the ratio of the area
        of
        the Demised Premises compared to the area serviced by the applicable meter
        or
        submeter. In the event Landlord reasonably determines that Tenant is consuming
        an excessive amount of electricity due to a 24-hour computer system, any
        other
        electrical system or any reason whatsoever, Landlord reserves the right to
        separately meter Tenant’s space at Tenant’s sole cost and expense.

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      17.    PARKING


      Landlord
        will provide Tenant unreserved parking per municipal code of the City of
        Creve
        Coeur, which is currently 3.33 parking spaces per 1,000 rentable square feet
        of
        leased space, and Landlord will also provide Tenant three (3) reserved covered
        parking space in a location to be reasonably determined by Landlord. This
        parking will be provided free of charge, through-out the term of the Lease,
        in
        the parking structures that service the Building. Additional reserved covered
        parking spaces shall be available to Tenant at a charge of Fifty and 00/100
        Dollars ($50.00) per parking space per month. All parking for the Building
        will
        be structured.

       

      
        	
                18.    

              	
                DAMAGE
                  BY FIRE OR OTHER
                  CASUALTY

              


      

      18.1    If
        the
        Demised Premises shall be damaged by fire or other casualty, not due to the
        negligence or fault of Tenant, Landlord shall, as soon as practicable after
        such
        damage occurs (subject to being able to obtain all necessary permits and
        approvals, including, without limitation, permits and approvals required
        from
        any agency or body administering environmental laws, rules or regulations,
        and
        taking into account the time necessary to effectuate a satisfactory settlement
        with any insurance company) repair such damage at Landlord's expense and
        this
        Lease shall not terminate. It is understood and agreed that the Building,
        whether partially or totally damaged or destroyed, need not be restored to
        the
        same condition as existed prior to such damage or destruction, provided the
        Building is restored to a condition architecturally harmonious and consistent
        with the Demised Premises and the balance of the Building. Landlord shall
        not be
        required to expend more for any repair, rebuilding, reconstruction, restoration,
        or replacement of the Demised Premises and/or the Building pursuant to this
        Paragraph than the amount of insurance proceeds paid to Landlord in connection
        therewith (or if Landlord shall be self-insured, the amount of insurance
        proceeds which would otherwise have been paid to Landlord had not Landlord
        been
        so self-insured). If the Building is so substantially damaged that it is
        reasonably necessary, in Landlord's judgment, to demolish the same for the
        purpose of reconstruction, Landlord may demolish the same, in which event
        Landlord may treat such demolition as if it had been caused by the same cause
        as
        that which caused the damage.

      


      18.2    Except
        as
        otherwise provided herein, if the entire Demised Premises are rendered
        untenantable by reason of any such damage, all rent and additional rent shall
        abate for the period from the date of the damage to the date the damage is
        repaired, and if only a part of the Demised Premises are so rendered
        untenantable, the rent shall abate for the same period in the proportion
        that
        the area of the untenantable part bears to the total area of the Demised
        Premises; provided, however, that if, prior to the date when all of the damage
        has been repaired, any part of the Demised Premises so damaged are rendered
        tenantable and shall be used or occupied by or through Tenant, then the amount
        by which the rent abates shall be apportioned for the period from the date
        of
        such use or occupancy to the date when all the damage has been repaired.
        No
        compensation or reduction of rent will be paid or allowed by Landlord for
        inconvenience, annoyance, or injury to Tenant's business arising from the
        need
        to repair the Demised Premises or the Building.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      18.3    Landlord
        shall have no obligation to repair damage to or to replace Tenant's personal
        property or any other property located in the Demised Premises, and Tenant
        shall
        within thirty (30) days after the Building is sufficiently repaired so as
        to
        permit the commencement of work by Tenant, commence to repair, reconstruct
        and
        restore or replace the Demised Premises (including fixtures, furnishings
        and
        equipment) and prosecute the same diligently to completion.

      


      18.4    Notwithstanding
        the foregoing provisions, if (a) the Demised Premises shall be so damaged
        by
        fire or other casualty that they cannot be fully repaired within a reasonable
        period of time after the date of damage, or (b) the Building shall be so
        damaged
        by fire or other casualty that, in Landlord's opinion, substantial alteration
        or
        reconstruction of the Building is required (whether or not the Demised Premises
        have been damaged or rendered untenantable), then Landlord, at its option,
        within one hundred twenty (120) days after the fire or other casualty, may
        give
        Tenant written notice of termination of this Lease and, in the event such
        notice
        is given, this Lease and the term shall terminate (whether or not the term
        shall
        have commenced) upon the expiration of thirty (30) days after the date of
        notice
        with the same effect as if the date of expiration of the thirty (30) days
        were
        the date initially fixed for expiration of the term, and all rents shall
        be
        apportioned as of such date. Tenant shall have the right to terminate if
        the
        damage has not been repaired within 120 days of the date the damage has
        occurred. 

      


      18.5    If
        the
        Demised Premises or the Building shall be damaged by fire or other casualty
        due
        to the act or omission of Tenant, or any of its employees, agents, licensees,
        invitees, assignees, subtenants, customers, clients, or guests, this Lease
        shall
        not terminate and Tenant shall remain fully liable to Landlord and Landlord
        shall retain all rights and remedies it has against Tenant pursuant to the
        terms
        of this Lease.

       

      19.    CONDEMNATION


      19.1    Tenant
        agrees that if the whole or a substantial part of the Demised Premises shall
        be
        taken or condemned for public or quasi-public use or purpose by any competent
        authority, Tenant shall have no claim against the Landlord and shall not
        have
        any right to any portion of the amount that may be awarded as damages or
        paid as
        a result of any such condemnation; and all right of the Tenant to damages
        for
        the unexpired leasehold estate and leasehold improvements that are, have
        become,
        or will become, by the terms and conditions of this Lease, the property of
        the
        Landlord, if any, are hereby assigned by the Tenant to the Landlord. And
        upon
        such entire or substantial condemnation or taking, the term of this Lease
        shall
        cease and terminate from the date of such governmental taking or condemnation
        or
        taking, and the Tenant shall have no claim against the Landlord for the value
        of
        any unexpired term of this Lease. If less than a substantial part of the
        Demised
        Premises is taken or condemned by any governmental authority for any public
        or
        quasi-public use or purpose, the rent shall be equitably adjusted on the
        date
        when title vests in such governmental authority and the Lease shall otherwise
        continue in full force and effect. For purposes of this Paragraph, a substantial
        part of the Demised Premises shall be considered to have been taken if more
        than
        fifty percent (50%) of the Demised Premises are thereafter unusable by
        Tenant.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      19.2    If
        any
        part of the Building (including, without limitation, the Common Areas) is
        taken
        by condemnation so as to render, in Landlord's reasonable judgment, the
        remainder unsuitable for use as an office building, Landlord shall have the
        right to terminate this Lease upon notice in writing to Tenant within one
        hundred twenty (120) days after possession is taken by such condemnation.
        If
        Landlord terminates this Lease upon a condemnation of the Building as herein
        provided, it shall terminate as of the day possession is taken by the condemning
        authority, and Tenant shall pay rent and perform all of its other obligations
        under this Lease up to that date with a proportionate refund by Landlord
        of any
        Rent as may have been paid in advance for a period subsequent to such
        possession.

       

      20.    DEFAULT


      
        	 	
                20.1

              	
                  If
                  the Tenant
                  shall:

              


      

      


      (a)    fail
        to
        pay the rent or any installment thereof as aforesaid, and/or any additional
        rent
        as herein provided, and/or any late fee, when the same shall become due and
        payable, and such default shall continue for more than five (5) days after
        the
        date such payment is due; or

      


      (b)    default
        in the performance of any of the other covenants, conditions, terms, agreements,
        rules or regulations herein contained, or hereafter established, on the part
        of
        the Tenant to be kept and performed and such default shall continue for more
        than ten (10) days after Tenant's receipt of written notice of such default
        from
        Landlord; provided, however, that if such failure is incapable of practicably
        being cured with diligence within such ten (10) day period and if Tenant
        shall
        proceed promptly to cure the same and thereafter shall prosecute such curing
        with diligence, then upon receipt by Landlord of a certificate from Tenant
        stating the reason such failure cannot be cured within ten (10) days and
        stating
        the estimated time necessary to fully cure such failure may be cured, shall
        be
        extended for such period as may be necessary to complete the curing of same
        with
        diligence; or

      


      (c)    be
        a
        corporation and shall fail to remain in good standing in the State of Missouri
        or the state of its incorporation or shall if a foreign corporation, fail
        to
        maintain a duly registered agent in the State of Missouri and fail to correct
        such failure within the time necessary to prevent dissolution or
        disqualification by the applicable governing authority then, and in each
        and
        every such event from thenceforth, and at all times thereafter, at the option
        of
        the Landlord, the Lease shall terminate and Tenant's right of possession
        shall
        thereupon cease and terminate, and the Landlord shall be entitled to possession
        of the Demised Premises and to re-enter the same without demand of rent or
        demand of possession of the Demised Premises by process of law, notice to
        quit
        or of intention to re-enter the same being hereby expressly waived by the
        Tenant. And in the event of such re-entry by process of law or otherwise,
        the
        Tenant nevertheless agrees to remain liable for any and all damages which
        the
        Landlord may sustain by such re-entry including, without limitation, deficiency
        in or loss of rent, reasonable attorney's fees, other collection costs and
        all
        expenses of placing the Demised Premises in first-class rentable condition,
        including the costs of subdividing all or part of the Demised Premises;
        or,

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (d)    vacate
        or
        abandon the Demised Premises during the term of the Lease, the Tenant would
        be
        in default, however, abandonment by Tenant shall not be deemed to have occurred
        as long as rent is paid when due, regardless of whether Tenant occupies the
        Demised Premises.

      


      20.2    If
        any of
        the defaults described in (a) through (d) occurs, Landlord may, but shall
        not be
        obligated to, terminate this Lease by notice to Tenant.

      


      20.3    Whether
        or not this Lease and/or Tenant's right of possession is terminated by reason
        of
        Tenant's default, and in addition to any other remedy Landlord may have at
        law
        or in equity, Landlord may relet the Demised Premises or any part thereof,
        alone
        or together for such term(s) which may be greater or less than the period
        which
        otherwise would have constituted the balance of the Lease Term) and on such
        terms and conditions (which may include concessions of free rent and alterations
        of the Demised Premises) as Landlord, in its sole discretion, may determine,
        but
        Landlord shall not be liable for, nor shall Tenant's obligations hereunder
        be
        diminished by reason of, any failure by Landlord to relet the Demised Premises
        or any failure by Landlord to collect any rent due upon such
        reletting.

      


      20.4    Whether
        or not this Lease is terminated by reason of Tenant's default, Tenant
        nevertheless shall remain liable for any Base Annual Rent, additional rent
        or
        damages which may be due or sustained prior to or as a result of such default,
        all costs, fees and expenses including, but not limited to, reasonable
        attorneys' fees, brokerage fees, expenses incurred in placing the Demised
        Premises in first-class rentable condition, and any other costs and expenses
        incurred by Landlord in pursuit of its remedies hereunder, or in renting
        the
        Demised Premises to others from time to time (all such Base Annual Rent,
        additional rent, damages, costs, fees and expenses being hereinafter referred
        to
        as "Termination Damages"), which, at the election of the Landlord, shall
        include
        either:

      


      (a)    An
        amount
        equal to the Base Annual Rent and additional rent which would have become
        due
        during the remainder of the term of this Lease, less the amount of rental,
        if
        any, which Landlord shall receive during such period from others to whom
        the
        Demised Premises may be rented (other than any additional rent received by
        Landlord as a result of any failure of such other person to perform any of
        its
        obligations to Landlord), in which case such Termination Damages shall be
        computed and payable in monthly installments, in advance, on the first day
        of
        each calendar month following Tenant's default and continuing until the date
        on
        which the term of this Lease would have expired but for Tenant's default.
        Separate suits or actions may be brought to collect any such Termination
        Damages
        for any subsequent month(s) by similar proceedings, or Landlord may defer
        any
        suits or actions until after the expiration of the Lease Term; or

      


      (b)    An
        amount
        equal to the present value (as of the date of Tenant's default) of all Base
        Annual Rent and additional rent which would have become due during the remainder
        of the term of this Lease, discounted at the rate of eight percent (8%) per
        annum, which Termination Damages shall be payable to Landlord in one lump
        sum on
        demand.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      20.5    If
        Tenant
        shall (i) generally not pay Tenant's debts as such debts become due or become
        insolvent, (ii) make an assignment for the benefit of creditors, (iii) file,
        be
        the entity subject to, or acquiesce in a petition in any court (whether or
        not
        pursuant to any statute of the United States or any state) in any bankruptcy,
        reorganizations, composition, extension, arrangement, or insolvency proceedings,
        or (iv) make an application in any proceedings for, be the entity subject
        to, or
        acquiesce in, the appointment of a custodian, trustee, receiver or agent
        for
        Tenant or all or any portion of Tenant's property; or (v) acquiesce in any
        petition filed against Tenant in any court (whether or not pursuant to any
        statute of the United States or any state) in any bankruptcy, reorganization,
        composition, extension, arrangement or insolvency proceedings, in which Tenant
        is the subject entity, and, in any of the foregoing enumerated events, (1)
        an
        order for relief be issued thereon, or (2) such petition shall be approved
        by
        any court, or (3) such proceedings shall not be dismissed, discontinued,
        terminated or vacated within thirty (30) days after such petition is filed;
        then, in any of said events, this Lease shall immediately cease and terminate
        at
        the option of Landlord with the same force and effect as though the date
        of
        occurrence of said event was the date herein fixed for expiration of the
        term of
        this Lease. In case any of the foregoing provisions are unenforceable or
        invalid
        under the Bankruptcy laws of the United States or the insolvency laws or
        laws
        for the relief of debtors of any state or territory, the remaining provisions
        of
        this Paragraph shall not be affected thereby, but shall remain in full force
        and
        effect. No trustee, interim trustee, debtor in possession, debtor engaged
        in
        business, custodian, receiver or assignee, or any fiduciary by whatever name,
        in
        dominion, control, custody or title, acting under the purported authority
        of any
        law, may assume or assign this lease without the prior written consent of
        Landlord unless all requirements of the Bankruptcy Laws of the United States
        are
        fully satisfied. Such requirements in the event of a proceeding under 11
        U.S.C.
        101, et
        seq.,
        include
        specifically, but without limitation, full compliance with 11 U.S.C. 365
        (b) (1)
        (A), (B) and (C), (b) (3) (A), (B) and (C), (b) (4) and (f) (2) (A) and (B).
        If
        the property of Tenant is under administration pursuant to the provision
        of 11
        U.S.C. 101, et
        seq.,
        then no
        claim of Landlord for failure or refusal of Tenant to perform the covenants
        of
        this Lease shall exceed amounts allowable under 11 U.S.C. 502 (b) (A) and
        (B),
        together with any other amounts allowable to Landlord under other provisions
        of
        11 U.S.C. or interpretations thereof.

      


      20.6    The
        provisions contained in this Section 20 shall be in addition to, and shall
        not
        prevent the enforcement of, any claim Landlord may have against Tenant for
        anticipatory breach of this Lease. If, prior to the commencement of the term
        of
        this Lease, Tenant notifies Landlord of, or otherwise unequivocally
        demonstrates, Tenant's intention to repudiate this Lease, Landlord may, at
        its
        option, consider this anticipatory repudiation as a breach of this Lease,
        in
        which event Landlord may retain all rent paid upon execution of the Lease
        and
        the security deposit, if any, as termination damages of Landlord incurred
        as a
        result of such repudiation. In addition, Tenant shall pay in full for all
        tenant
        improvements constructed or installed within the Demised Premises to the
        date of
        the breach, and shall pay for all materials ordered at Tenant's request for
        the
        Demised Premises.

       

      21.    TENANT
        HOLDING OVER


      In
        the
        event the Tenant shall hold over after the expiration of the term of this
        Lease
        or any renewal thereof, then commencing on the first day of the month following
        expiration of the term hereof and on the first day of each month during Tenant's
        period of hold-over occupancy, Tenant shall pay to Landlord one hundred and
        twenty-five percent (125%) of the monthly installment of rent then in effect
        for
        the month immediately prior to the expiration of the term hereof and one
        hundred
        and twenty-five percent (125%) of the monthly amount of any additional rent
        payable by Tenant pursuant to the terms of this Lease.

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      22.    HAZARDOUS
        SUBSTANCES


      Tenant
        covenants and agrees that Tenant shall not (either with or without negligence)
        cause or permit the escape, disposal or release of any biologically or
        chemically active or other hazardous substances, (as defined below) or materials
        on or about the Demised Premises or Building. Tenant shall not allow the
        storage, use or disposal of such hazardous substances or materials in any
        manner
        not sanctioned by law or by the highest standards prevailing in the industry
        for
        the storage and use of such hazardous substances or materials, nor allow
        to be
        brought into the Demised Premises or Building any such hazardous materials
        or
        substances except to use in the ordinary course of Tenant's business, and
        then
        only after written notice is given to Landlord of the identity of such hazardous
        substances or materials. Without limitation, hazardous substances and materials
        shall include those described in the Comprehensive Environmental Response,
        Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
        et
        seq., the Resource Conservation and Recovery Act, as amended 42 U.S.C. Section
        6901 et seq., any applicable state or local laws, ordinances, ordinances
        or
        regulations, and the regulations adopted under these acts. If any lender
        or
        governmental agency shall ever require testing to ascertain whether or not
        there
        has been any release of hazardous materials or substances due to acts or
        omissions of Tenant, then the costs thereof shall be reimbursed by Tenant
        to
        Landlord upon demand as additional charges if such requirement applies to
        the
        Demised Premises or Building. In addition, Tenant shall execute affidavits,
        representations and the like from time to time at Landlord's request concerning
        Tenant's best knowledge and belief regarding the presence of hazardous
        substances or materials on the Demised Premises. In all events, Tenant shall
        indemnify and hold Landlord harmless from and against any and all claims,
        costs
        and liabilities, including without limitation reasonable attorney's fees
        and
        costs incurred as a result of a release or threatened release or hazardous
        materials or substances on the Demised Premises or Building occurring while
        Tenant is in possession, or if caused by Tenant or persons acting under Tenant.
        The within covenants shall survive the expiration or earlier termination
        of the
        lease term.

       

      23.    ATTORNMENT
        AND CURE RIGHTS


      This
        Lease is subject and subordinate to the first mortgage and/or deed of trust
        which may now or hereafter affect this Lease or the Building of which the
        Demised Premises form a part or the land on which the Building is erected,
        and
        to all renewals, modifications, consolidations, replacements and extensions
        thereof. In confirmation of such subordination, Tenant shall, within ten
        (10)
        business days after request therefore, execute any commercially reasonable
        certificate that the Landlord or Landlord's lender may request and which
        does
        not modify or amend this Lease. Tenant agrees that in the event any proceeding
        is brought for the foreclosure of any mortgage encumbering the Building,
        Tenant
        shall attorn to the purchaser at such foreclosure sale and shall recognize
        such
        purchaser as the Landlord under this Lease, and Tenant waives the provisions
        of
        any statute or rule of law, now or hereafter in effect, which may give or
        purport to give Tenant any right to terminate or otherwise adversely affect
        this
        Lease and the obligations of Tenant hereunder in the event any such foreclosure
        proceeding is prosecuted or completed provided that the Purchaser at any
        such
        foreclosure sale shall recognize this Lease and the rights of Tenant hereunder
        as long as Tenant is not in default in the performance of any of the terms
        and
        provisions on Tenant's part to be kept and performed under this Lease. Tenant
        agrees that upon such attornment, such purchaser shall not be (1) bound by
        any
        payment of annual base rent or additional rent for more than one (1) month
        in
        advance, except prepayments in the nature of security for the performance
        by
        Tenant of its obligations under this Lease but only to the extent such
        prepayments have been delivered to such purchaser, (2) bound by any subsequent
        amendment of this Lease made without the consent of the lender providing
        permanent financing for the Building, (3) liable for damages for any act
        or
        omission of any prior landlord, or (4) subject to any offsets or defenses
        which
        Tenant might have against any prior landlord, provided, however, that after
        succeeding to Landlord's interest under this Lease, such purchaser shall
        perform
        in accordance with the terms of this Lease all obligations of Landlord arising
        after the date such purchaser acquires title to the Building. Upon request
        by
        such purchaser, Tenant shall execute and deliver an instrument or instruments
        confirming its attornment.

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Contemporaneous
        with the execution of this Lease, Tenant shall execute the Subordination,
        Non-Disturbance and Attornment Agreement (the “SNDA”) attached hereto as
Exhibit
        G.
        Upon
        receipt of said fully executed SNDA, Landlord shall forward the Agreement
        to
        Lender, as that term is defined in the SNDA, for execution by
        Lender.


       

      24.    MORTGAGEE
        REQUIREMENTS


      Tenant
        shall, at its expense, comply with all reasonable requirements and notices
        of
        any financial institution(s) providing funds for the permanent financing
        or
        refinancing of the Building, respecting all matters of occupancy, use, condition
        or maintenance of the Demised Premises provided the same shall not unreasonably
        interfere with the conduct of Tenant's business nor materially limit or affect
        the rights of the parties under this Lease. In addition, notwithstanding
        acceptance and execution of this Lease by the parties hereto, it is understood
        and agreed that the terms hereof shall be automatically deemed modified,
        if so
        required, for the purpose of complying with or fulfilling the reasonable
        requirements of any lender secured by a mortgage or deed of trust which may
        now
        or hereafter be placed or secured upon the Building by any financial institution
        providing funds for the permanent financing or refinancing of the Building,
        provided, however, that such modifications shall not be in material derogation
        or diminution of any of the rights of the parties hereunder, nor materially
        increase any of the obligations or liabilities of the parties hereunder.
        In the
        event any lender requires commercially reasonable changes to this Lease as
        described above, Landlord may submit to Tenant a written amendment to this
        Lease
        incorporating such changes and, if such amendment does not interfere with
        the
        conduct of Tenant’s business or materially limit or affect Tenant’s rights and
        privileges hereunder, Tenant hereby covenants and agrees to execute, acknowledge
        and deliver such amendment to Landlord within ten (10) business days after
        Tenant’s receipt thereof.

      


      
        
          
          

        

        
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      25.    ESTOPPEL
        CERTIFICATES


      Tenant
        shall, without charge, at any time, and from time to time, within ten (10)
        business days after receipt of request therefore by Landlord, execute,
        acknowledge and deliver to Landlord, any mortgagee, assignee of a mortgagee,
        or
        any purchaser of the Building or any other person designated by Landlord,
        as of
        the date of such Estoppel Certificate, the following: (1) whether or not
        Tenant
        is in possession of the Demised Premises; (2) whether or not this Lease is
        unmodified and in full force and effect (or if there has been a modification,
        that the Lease is in full force and effect (or if there has been a modification,
        that the Lease is in full force and effect as modified and setting forth
        such
        modification); (3) whether or not there are then existing any set-offs or
        defenses against the enforcement of any right hereunder (and, if so, specifying
        the same in detail); (4) the dates, if any, to which any rent or no other
        charges have been paid in advance; (5) that Tenant has no knowledge of any
        other
        such uncured defaults on the part of Landlord's obligations under this Lease
        (or
        if Tenant has knowledge, specifying the same in detail); (6) that Tenant
        has no
        knowledge of any event having occurred that authorizes the termination of
        this
        Lease by Tenant (or if Tenant has such knowledge, specifying the same in
        detail); and (7) the address to which notices to Tenant should be sent. Any
        such
        statement delivered pursuant hereto may be relied upon by Landlord or any
        prospective purchaser or mortgagee of the Building or any part thereof or
        estate
        therein. Tenant acknowledges that time is of the essence to the delivery
        of such
        statements by Tenant and that Tenant's failure or refusal to do so may result
        in
        substantial damages to Landlord resulting from, for example, delays suffered
        by
        Landlord in obtaining financing or refinancing secured by the Building. Tenant
        shall be liable for all such damages suffered by Landlord as a direct result
        of
        Tenant’s failure or refusal. In addition, if after thirty days from written
        notice requesting such estoppel certificate, Tenant's failure or refusal
        to
        deliver such certificates within the time period aforesaid shall be conclusive
        evidence as against Tenant (i) that this Lease is in full force and effect,
        without modification except as may be represented by Landlord, (ii) that
        there
        are no uncured defaults in Landlord's performance of obligations hereunder,
        and
        (iii) that not more than one month's installment of Minimum Annual Rent has
        been
        paid in advance of the due date.


      


      
        	
                26.

              	
                LANDLORD'S
                  INABILITY TO PERFORM

              


      

      This
        Lease and the obligations of Tenant to pay rent and perform all of the
        provisions on the part of Tenant to be performed hereunder shall in no way
        be
        affected, impaired, or excused because Landlord, due to unavoidable delays,
        (1)
        is unable to fulfill any of its obligations under this Lease; (2) is unable
        to
        supply or is delayed in supplying any service expressly or implied to be
        supplied; (3) is unable to make or is delayed in making any repairs,
        replacements, additions, alterations or decorations; or (4) is unable to
        supply
        or is delayed in supplying any improvements, equipment or fixtures. Landlord
        shall be under no obligation to pay overtime labor rates.


      


      27.    TRANSFER
        BY LANDLORD


      Landlord
        may freely sell, assign, or otherwise transfer all or any portion of its
        interest under this Lease or in the Demised Premises or the Building, and
        in the
        event of any such sale, assignment or other transfer, the party originally
        executing this Lease as Landlord, and any successor or affiliate of such
        party,
        shall, without further agreement between Landlord and Tenant or between Landlord
        and/or Tenant and the person or entity who is the purchaser, assignee or
        other
        transferee of Landlord, be relieved of any and all of its obligations under
        this
        Lease, and Tenant shall thereafter be bound to such purchaser, assignee or
        other
        transferee, as the case may be, with the same effect as though the latter
        had
        been the original Landlord hereunder provided any such assignee, purchaser
        or
        transferee has assumed the obligations of Landlord hereunder.

      


      
        
          
          

        

        
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      28.    WAIVER


      If
        under
        the provisions hereof Landlord shall institute proceedings and a compromise
        or
        settlement thereof shall be made, the same shall not constitute a waiver
        of any
        covenant herein contained nor of any of Landlord's rights hereunder. No waiver
        of any breach of any covenant, condition, term or agreement herein contained
        shall operate as a waiver of the covenant, condition, term or agreement itself
        or of any subsequent breach thereof. No provision of this Lease shall be
        deemed
        to have been waived by Landlord unless such waiver shall be in writing signed
        by
        Landlord. No payment by Tenant or receipt by Landlord of a lesser amount
        than
        the monthly installment of rent herein stipulated shall be deemed to be other
        than on account of the earliest stipulated rent nor shall any endorsement
        or
        statement on any check or any letter accompanying any check or payment as
        rent
        be deemed an accord and satisfaction, and the Landlord may accept such check
        or
        payment without prejudice to the Landlord's right to recover the balance
        of such
        rent or pursue any other remedy in this Lease provided. No reentry by Landlord,
        and no acceptance by Landlord of keys from Tenant, shall be considered an
        acceptance of a surrender of this Lease.

       

      29.    ATTORNEY’S
        FEES.


      If
        any
        person not a party to this Lease shall institute an action against Tenant
        in
        which Landlord shall be made a party, Tenant shall indemnify and save Landlord
        harmless from all liability by reason thereof, including reasonable attorneys’
fees, and all reasonable and necessary costs incurred by Landlord in such
        action
        to the extent not attributable to the negligence of Landlord. If any action
        shall be brought by Landlord to recover any rental under this Lease, or for
        or
        on account of any breach of or to enforce or interpret any of the terms,
        covenants or conditions of this Lease, or for the recovery of possession
        of the
        Demised Premises, Landlord shall be entitled to recover from Tenant, as a
        part
        of Landlords’ costs, a reasonable attorney fee, the amount of which shall be
        fixed by the court and shall be made a part of any judgment in favor of
        Landlord, and court costs. If any action is commenced by either party against
        the other, the prevailing party will be reimbursed for all reasonable attorneys’
fees and associated costs by the other party.

       

      30.    GENERAL
        PROVISIONS


      30.1    Definition
        of "Landlord".    As
        used
        herein, the term "Landlord" shall mean the entity herein named as such, and
        its
        successors and assigns, each of whom shall have the same rights, remedies,
        powers, authorities and privileges as it would have had, had it originally
        signed this Lease as the Landlord. No person holding the Landlord's interest
        hereunder (whether or not such person is named as "Landlord" herein) shall
        have
        any liability hereunder after such person ceases to hold such interest, except
        for any such liability accruing while such person holds such interest. Neither
        the Landlord nor any principal of the Landlord, whether disclosed or
        undisclosed, shall have any personal liability under any provision of this
        Lease. If the Landlord defaults in the performance of any of its obligations
        hereunder or otherwise, the Tenant shall look solely to the Landlord's equity,
        interest and rights in the Building for satisfaction of the Tenant's remedies
        on
        account thereof.

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      30.2    Definition
        of "Tenant". As
        used
        herein, the term "Tenant" shall mean each person hereinabove named as such
        and
        such person's heirs, personal representatives, successors and assigns, each
        of
        whom shall have the same obligations, liabilities, rights and privileges
        as it
        would have possessed had it originally executed this Lease as the Tenant;
        provided, that no such right or privilege shall inure to the benefit of any
        subtenant or assignee of the Tenant, immediate or remote, unless the assignment
        to such assignee or the sublease with such subtenant is made in accordance
        with
        the provisions of Paragraph 8, hereof. In the event that two or more
        individuals, corporations, partnerships or other business associations (or
        any
        combination of two or more thereof) shall sign this Lease as Tenant or guarantee
        this Lease as Guarantors, the liability of each such individual, corporation,
        partnership or other business association to pay rent and perform all other
        obligations hereunder shall be deemed to be joint and several. In like manner,
        in the event that the Tenant named in this Lease shall be a partnership or
        other
        business association, the members of which are by virtue of statute or general
        law subject to personal liability, then, and in that event, the liability
        of
        each such member shall be deemed to be joint and several. Notwithstanding
        any
        other provisions hereof, or of any rule or provision of law, the failure
        or
        refusal by Landlord to proceed, in the event of a breach or default by Tenant,
        against all the individuals, corporations, partnerships or other business
        associations comprising the Tenant (or any combination of two or more thereof)
        or against Tenant or against one or more of the Guarantors, if any, hereof
        shall
        not be deemed to be a release or waiver of any rights which Landlord may
        possess
        against such other individuals, corporations, partnerships, or associations
        not
        so proceeded against, nor shall it not be deemed to be a release or waiver
        of
        any rights which Landlord may possess against such other individuals,
        corporations, partnerships, or associations not so proceeded against, nor
        shall
        the granting by Landlord of a release of, or execution of a covenant not
        to sue
        anyone or more of the individuals, corporations, partnerships, or other business
        associations comprising the Tenant (or any combination of two or more thereof)
        or the Guarantors, if any, constitute a release or waiver, in whole or in
        part,
        of any rights which Landlord may possess against such other individuals,
        corporations, partnerships, or associations not so released or granted a
        covenant not to sue. In the event the Tenant or any guarantor of the Tenant's
        obligations hereunder, whether pursuant to a Guaranty attached hereto or
        otherwise, (herein called "Guarantor") is a corporation or partnership, the
        persons executing this Lease on behalf of the Tenant and/or such Guarantor(s),
        as the case may be, hereby represent and warrant that: the Tenant and/or
        such
        Guarantor(s), as the case may be, is a duly constituted corporation or
        partnership qualified to do business in the State of Missouri; all of Tenant's
        and/or said Guarantor's franchise and corporate taxes have been paid to date;
        that Tenant and/or such Guarantor(s), as the case may be, is otherwise in
        good
        standing in the State of its incorporation; and that such persons are duly
        authorized to execute and deliver this Lease on behalf of Tenant.

      


      30.3    No
        Partnership.    Nothing
        contained in this Lease shall be deemed or construed to create a partnership
        or
        joint venture of or between Landlord and Tenant, or to create any other
        relationship between the parties hereto other than that of Landlord and
        Tenant.

      


      30.4    No
        Representation.    Neither
        Landlord nor any agent or employee of Landlord has made any representation
        or
        promise with respect to the Demised Premises or the Building except as herein
        expressly set forth, and no rights, privileges, easements or licenses are
        acquired by Tenant except as herein set forth.

      


      30.5    Brokers.    Landlord
        and Tenant each represents and warrants to the other that, except as set
        forth
        herein, neither of them has employed or dealt with any broker, agent or finder
        in carrying on the negotiations relating to this Lease. Landlord shall pay
        to
        Tenant’s broker, Sansone Group, under the direction and along with Transwestern
        Commercial Services, a commission per a separate brokerage agreement between
        Landlord and Sansone Group and Transwestern Commercial Services. Landlord
        shall
        also pay to Landlord’s broker, The Koman Group, L.L.C., a commission per a
        separate brokerage agreement between Landlord and The Koman Group, L.L.C.
        Tenant
        and Landlord shall mutually indemnify and hold each other harmless from and
        against any claim or claims for brokerage or other commissions asserted by
        any
        broker, agent or finder engaged by either party, other than Sansone Group,
        Transwestern Commercial Servies and The Koman Group, L.L.C.

      


      30.6    Invalidity
        of Particular Provisions.    It
        is the
        intention of the parties hereto that if any provision of this Lease is capable
        of two constructions, one of which would render the provision invalid, and
        the
        other of which would render the provision valid, then the provision shall
        have
        the meaning which renders it valid. If any term or provision of this Lease
        or
        the application thereof to any person or circumstance shall, to any extent,
        be
        invalid or unenforceable, the remaining terms and provisions of this Lease,
        or
        the application of such terms and provisions to persons or circumstances
        other
        than those as to which it is held invalid or unenforceable, shall not be
        affected thereby, and each term and provision of this Lease shall be valid
        and
        enforced to the fullest extent permitted by law.

      


      30.7    Notices.    All
        notices required to be given hereunder by either party to the other shall
        be
        given by personal delivery, sent by a reputable private carrier of overnight
        mail or by certified or registered mail, return receipt requested. In the
        event
        notice is given by personal delivery, notice shall be deemed given when
        delivered; if notice is given by private carrier it shall be deemed made
        on the
        day after such sending; or if by mail, it shall be deemed given when deposited
        into the United States mail, postage prepaid. Notices to the respective parties
        shall be to the address written below or such other address as notified to
        the
        other parties and such notice shall be deemed to be made on the fifth
        (5th)
        day
        after such mailing:

       

      
        	If
                to the Landlord:	Cornerstone
                Opportunity Ventures, LLC
	 	c/o
                The Koman Group
	 	One
                CityPlace Drive, Suite 540
	 	
                Creve
                  Coeur, Missouri 63141

              
	 	Attn:
                William J. Koman, Jr.


      

                    
        

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        
          	With
                  a copy to: 	Paul
                  D. Chesterton, Esq.
	 	c/o
                  The Koman Group
	 	One
                  CityPlace Drive
	 	
                  Suite
                    540

                
	 	Creve
                  Coeur, Missouri 63141


        

         

         

        
          	If
                  to the Tenant:	Perficient,
                  Inc.
	 	622
                  Emerson Road, Suite 400
	 	St.
                  Louis, MO 63141
	 	
                  (Attention:
                    Dick Kalbfleish)

                


        

         

         

        
          	If
                  to the Mortgagee: 	______________________
	 	______________________ 
	 	______________________
	 	______________________


        
  

      Any
        party
        may, by like written notice, designate a new address to which such notices
        shall
        be directed.

      


      
        	 	
                30.8

              	
                  Construction.

              


      

      (a)    As
        used
        herein, the term "person" shall mean a natural person, a trustee, a corporation,
        a partnership and any other form of legal entity; and all references made
        (1) in
        the neuter, masculine or feminine gender shall be deemed to have been made
        in
        all such genders, and (2) in the singular or plural number shall be deemed
        to
        have been made, respectively, in the plural or singular number as
        well.

      


      (b)    The
        headings of the Paragraphs hereof are provided only for convenience of
        reference, and shall not be considered in construing the contents
        thereof.

      


      (c)    Time
        is
        of the essence with respect to each of Tenant's obligations under this
        Lease.

      


      (d)    Although
        the printed provisions of this Lease were drawn by Landlord, this Lease shall
        not be construed for or against Landlord or Tenant, but this Lease shall
        be
        interpreted in accordance with the general tenor of the language in an effort
        to
        reach the intended result.

      


      30.9    Governing
        Law.    This
        Lease shall be construed and enforced in accordance with the laws of the
        State
        of Missouri, and any action or proceeding arising hereunder shall be brought
        in
        the courts of State of Missouri. If any such action or proceeding arises
        under
        the Constitution, laws or treaties of the United States of America, or if
        there
        is a diversity of citizenship between the parties hereto, so that suit may
        be
        brought in a United States District Court, it shall be brought in the United
        States District Court for the Eastern District of Missouri, Eastern
        Division.

      


      
        
          
          

        

        
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                31.

              	
                OPTION
                  TO RENEW LEASE

              


      

      Tenant
        shall have the right to renew this Lease for two (2) additional five (5)
        year
        terms upon nine (9) month’s prior written notice to Landlord. The Tenant shall
        have the right to renew the lease at market rate at the notice of renewal
        time,
        but in no event will the renewal rent be less than the initial
        rent.

       

      
        	
                32.    

              	
                RIGHT
                  OF REFUSAL

              


      

      During
        the term of this Lease and any renewal periods, Tenant shall have a right
        of
        refusal to lease the approximately nine thousand six hundred fifty-four (9,654)
        rentable square feet of space contiguous to Tenant’s space and currently
        occupied by Wells Fargo Home Mortgage, Inc. (the “ROR Space”) as set forth on
Exhibit I,
        attached hereto and incorporated herein as the Right of First Refusal Floor
        Plan. Tenant’s right of refusal shall be triggered by any one of the following:
        (i) Landlord’s receipt of notice that Wells Fargo Home Mortgage, Inc. will
        terminate its lease; (ii) termination of the lease between Landlord and Wells
        Fargo Home Mortgage, Inc.; (iii) Landlord’s receipt of written notice that Wells
        Fargo Home Mortgage, Inc. will vacate the ROR space; or (iv) Wells Fargo
        Home
        Mortgage, Inc.’s failure to provide Landlord notice of its intention to renew
        its lease within the required time period for such notice as specified in
        the
        lease agreement between Landlord and Wells Fargo Home Mortgage, Inc.
        (collectively the “ROR Trigger”). Upon Tenant’s receipt of written notice from
        Landlord of the activation of the ROR Trigger, Tenant shall have ten (10)
        days
        to accept Landlord’s offer in writing. Tenant’s failure to respond within such
        ten (10) day period shall constitute a rejection of Landlord’s
        offer.

      


      If
        Tenant
        accept Landlord’s offer, then promptly after receipt of such notice by Landlord,
        the parties shall execute an amendment to this Lease incorporating the ROR
        Space
        (the “Additional Demised Premises”) as part of the Demised Premises. Tenant
        shall be deemed to occupy the Additional Demised Premises and Base Annual
        Rent
        shall begin to accrue on the Additional Demised Premises the day after the
        date
        Landlord substantially (i.e., excluding minor punch list items) completes
        construction of all of Landlord’s Additional Demised Premises Work in accordance
        with the Additional Demised Premises Work Plans and delivers possession of
        the
        Additional Demised Premises to Tenant. The term “Landlord’s Additional Demised
        Premises Work” shall mean all work set forth in the Additional Demised Premises
        Work Plans. The term “Additional Demised Premises Work Plans” shall mean those
        plans and specifications for the work to be performed in the Additional Demised
        Premises prepared by Landlord and approved in writing by Tenant.

      


      Landlord
        and Tenant shall use all reasonable efforts to agree upon the terms of a
        lease
        for the Additional Demised Premises; provided, however, that the term of
        occupancy for the Additional Demised Premises and the Demised Premises shall
        be
        no less than five years from the date Tenant occupies the Additional Demised
        Premises. Further, Landlord and Tenant shall use all reasonable efforts to
        agree
        upon the Additional Demised Premises Work Plans. If Landlord and Tenant have
        not
        agreed upon the terms of a lease for the Additional Demised Premises (including
        the Additional Demised Premises Work Plans), within the earlier of (a) thirty
        (30) days after the date Tenant elects to lease the Additional Demised Premises
        or (b) the date that the ROR Space could be occupied by another Tenant, then
        either party may terminate the right of refusal upon the delivery of written
        notice to the other party.

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      33.    RIGHT
        TO RELOCATE


      If
        Tenant
        occupies less than 7,500 rentable square feet of space, Landlord shall have
        the
        right, upon thirty (30) days’ advance written notice to Tenant, to immediately
        relocate Tenant to space in any other building located on the CityPlace Campus
        (excluding the Oaks Building) that is comparable is size and finish to Tenant’s
        current space, at no additional cost to Tenant (even if the space is larger);
        provided that if the space is smaller, Tenant’s Base Annual Rent shall be abated
        at the applicable Base Annual Rent rate set forth in Section 3.1, above.
        If
        Landlord exercises this right, Landlord shall bear all reasonable relocation
        costs and expense incurred to move Tenant to the new space.

       

      34.    RESOLUTION
        OF DISPUTES

      Landlord
        and Tenant will use their best efforts to resolve any disputes between them
        with
        respect to their respective obligations and the completion of the Landlord’s
        Work and Tenant’s Work as efficiently and as cost-effectively as
        possible.

      


      At
        all
        relevant times, Landlord and Tenant will make bona fide and good faith efforts
        to resolve all disputes by amicable negotiations; and ensure their
        representatives will meet, negotiate in good faith and try to resolve each
        dispute without litigation.

      


      If
        a
        dispute cannot be resolved through amicable negotiations, Landlord and Tenant
        will promptly participate in mediation with a mutually acceptable
        mediator.

      


      The
        parties will share the cost of the mediator equally and bear their own costs
        with respect to the mediation.


      


      35.    ENTIRE
        AGREEMENT


      This
        Lease together with all Exhibits attached hereto contains and embodies the
        entire agreement of the parties hereto, and no representations, inducements
        or
        agreements, oral or otherwise, between the parties not contained and embodied
        in
        this Lease shall be of any force or effect, and this Lease may not be modified,
        changed or terminated in whole or in part in any manner other than by an
        agreement in writing signed by all parties hereto. All of Tenant's duties
        and
        obligations hereunder, including but not limited to Tenant's duties and
        obligations to pay base rent, additional rent and the costs, expenses, damages
        and liabilities incurred by Landlord for which Tenant is liable, shall survive
        the expiration or termination of this Lease for any reason
        whatsoever.

       

      36.    NO
        OPTION

      The
        submission of this Lease for examination or consideration by Tenant or
        discussion between Tenant and Landlord does not constitute a reservation
        of or
        option for the Demised Premises or any other space in the Building, and this
        Lease shall be and become effective as Lease and agreement only upon legal
        execution, acknowledgment and delivery hereof by Landlord and
        Tenant.

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        undersigned have caused this Lease to be signed and sealed as of the day
        and
        year first above written.

      


      
        
          	 	LANDLORD:
	 	CORNERSTONE
                  OPPORTUNITY VENTURES,  LLC
	 	
                   

                
	 	By:
                  /s/ William
                  J. Koman, Jr.
	 	
                  William
                    J. Koman, Jr.

                
	 	Managing
                  Member
	 	 


        

         

         

        
          	 	 	 
	STATE
                  OF MISSOURI  	)	 
	                                          	)
                  ss	 
	
                  COUNTY
                    OF ST. LOUIS  

                	)	 


        

      

       

      Personally
        appeared before me the undersigned, a Notary Public in and for said County
        and
        State, William J. Koman, Jr., known to me to be the Managing Member of
        Cornerstone Opportunity Ventures, LLC, the entity which executed the foregoing
        document who acknowledged that he did sign the foregoing instrument for and
        on
        behalf of said entity, being there unto duly authorized; that the same is
        his
        free act and deed as such Manager and the free act and deed of said
        entity.

      


      


      


      IN
        TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 21st
        day of December, 2005.

      
 

       

      My
        Commission expires:     /s/ Janet
        King

      10/3/08                    Notary
        Public

      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      
        
          	 	TENANT:
	 	
                  PERFICIENT,
                    INC.

                
	 	 
	 	 
	 	By:
                  /s/Dick Kalbfleish
	 	Printed
                  Name: Dick Kalbfleish
	 	Title:
                  Vice President - Finance &
Administration


        

      

       

       

      
        	STATE
                OF
                MISSOURI          	
                )

              	 
	 	)
                ss	 
	
                COUNTY
                  OF ST. LOUIS 

              	)	 


      

       

      Personally
        appeared before me the undersigned, a Notary Public in and for said County
        and
        State, Dick Kalbfleish known to me to be the Vice President - Finance &
Administration of Perficient, Inc. the entity which executed the foregoing
        document who acknowledged that he did sign the foregoing instrument for and
        on
        behalf of said entity, being there unto duly authorized; that the same is
        his
        free act and deed as such officer and the free act and deed of said
        entity.

      


      


      


      IN
        TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 19
        day of December, 2005.

      


      
        My
          Commission expires:     /s/ Kelly L.
          Brosnan

        3/24/08                    Notary
          Public

        
 

      

      
        
          
          

        

        
          32