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Exhibit
10.4




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Description
    
    
    
    PageArticle 1
    
    Term and Possession
    
    
    1Article 2
    
    Rent
    
    
    3Articles 3
    
    Security Deposit
    
    
    5Article 4
    
    Occupancy and Use
    
    
    5Article 5
    
    Utilities and Services
    
    
    7Article 6
    
    Maintenance, Repairs, Alterations and Improvements
    
    
    9Article 7
    
    Insurance, Fire and Casualty
    
    
    12Article 8
    
    Condemnation
    
    
    14Article 9
    
    Liens
    
    
    15Article 10
    
    Taxes on Tenants Property
    
    
    15Article 11
    
    Subletting and Assigning
    
    
    15Article 12
    
    Transfers by Landlord,
Subordination and Tenants Estoppel Certificate
    
    
    16Article 13
    
    Default
    
    
    17Article 14
    
    Notices
    
    
    20Article 15
    
    Miscellaneous Provisions
    
    
    20
 LIST OF EXHIBITS AND RIDERS
TO
SUPPLEMENTAL LEASE PROVISIONS
 Exhibit A
    
    Floor PlanExhibit B
    
    Land Legal DescriptionExhibit C
    
    Intentionally OmittedExhibit D
    
    Work LetterExhibit E
    
    Acceptance of Premises MemorandumExhibit F
    
    Parking AgreementExhibit G
    
    Rules and RegulationsExhibit H
    
    Janitorial SpecificationsRider 1
    
    Renewal OptionRider 2
    
    Expansion Option-Fifth FloorRider 3
    
    Tenants Right of First RefusalRider 4
    
    Cap on Certain Operating ExpensesRider 5
    
    Right to Sublease or Assign to AffiliateRider 6
    
    Exterior Building SignageRider 7
    
    Generator RightsRider 8
    
    Termination OptionRider 9
    
    Exclusions from Operating ExpensesRider 10
    
    Antenna AgreementRider 11
    
    Right to AuditRider 12
    
    Expansion Option-First FloorRider H-l
    
    Asbestos Containing Materials and Other Hazardous SubstancesRider H-2
    
    Tenants Study, Testing and Inspection Rights
 PRUDENTIAL OFFICE LEASE 2003




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1.
    
    Building:
 
  2.
    
    Premises:
 #:
  3.
    
    a. Basic Rent (See Article 2, Supplemental Lease Provisions):
 Rate Per Square
    
    
    Basic
    
    
    BasicRental
    
    Foot of Agreed
    
    
    Annual
    
    
    MonthlyPeriod
    
    Rentable Area
    
    
    Rent
    
    
    RentLease Months 1  12
    
    $
    13.25
    
    
    $
    679,499.76
    
    
    $
    56,624.98Lease Months 13  24
    
    $
    13.75
    
    
    $
    705,141.24
    
    
    $
    58,761.77Lease Months 25  36
    
    $
    14.25
    
    
    $
    730,782.72
    
    
    $
    60,898.56Lease Months 37  48
    
    $
    14.75
    
    
    $
    756,424.20
    
    
    $
    63,035.35Lease Months 49  60
    
    $
    15.25
    
    
    $
    782,065.80
    
    
    $
    65,172.15Lease Months 61  72
    
    $
    15.75
    
    
    $
    807,707.28
    
    
    $
    67,308.94Lease Months 73  84
    
    $
    16.25
    
    
    $
    833,348.76
    
    
    $
    69,445.73Lease Months 85  96
    
    $
    16.75
    
    
    $
    858,990.24
    
    
    $
    71,582.52Lease Months 97  108
    
    $
    17.25
    
    
    $
    884,631.72
    
    
    $
    73,719.31Lease Months 109  120
    
    $
    17.75
    
    
    $
    910,273.20
    
    
    $
    75,856.10
  4.
    
    Tenants Pro Rata Share Percentage: 13.8144% (the Agreed Rentable Area of the Premises
divided by the Agreed Rentable Area
of the Building, expressed in a percentage).5.
    
    Tenants Operating Expense Stop: Equal to actual Operating Expenses for the calendar year
2005, grossed up in accordance with
subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease
Provisions).6.
    
    Tenants Real Estate Taxes Stop: Equal to actual Real Estate Taxes for the calendar year 2005
(see Article 2, Supplemental Lease
Provisions).7.
    
    Term: Ten (10) years and no (0) months (see Article 1, Supplemental Lease Provisions).8.
    
    Commencement Date: April 1, 2005 (see Article 1, Supplemental Lease Provisions).9.
    
    Expiration Date: March 31, 2015 (see Article 1, Supplemental Lease Provisions).10.
    
    Security Deposit: $0.00 (see Article 3, Supplemental Lease Provisions).11.
    
    Tenants Broker: DMc Corporate Services (such broker is represented by Dave Besserer).12.
    
    Permitted Use: General Office Purposes, Call Center, Network Operations Center and Data
Center Only (see Article 4,
Supplemental Lease Provisions).13.
    
    All payments shall be sent to Landlord in care of PM Realty Group (Property Manager) at
14651 Dallas Parkway, Suite 101,
Dallas, Texas 75240 or such other place as Landlord may designate from time to time. All
payments shall be in the form of check
until otherwise designated by Landlord, provided that payment shall not be deemed made if the
check is not duly honored with
good funds.14.
    
    Parking: See Section 15.17 and Exhibit F, if any, attached to the Supplemental Lease
Provisions.15.
    
    Addresses for notices due under this Lease (see
Article 14, Supplemental Lease Provisions):
 Landlord:
    
    Tenant:THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
    
    PRIOR TO COMMENCEMENT DATE:c/o PM Realty Group14651 Dallas Parkway, Suite 101
    
    T-NETIX, INC.Dallas, Texas 75240
    
    8201 Tristar DriveAttention: Property Manager
    
    Irving, Texas 75063Fax: (972)788-1179
    
    Attention: Bob RaeFax:(972)871-9577AND IF NOTICE OF DEFAULT, COPY TO:
    
    ON AND AFTER COMMENCEMENT DATE:The Prudential Insurance Company of America
    
    The Premises.8 Campus Drive
    
    Fax: To be determinedParsippany, New Jersey 07054-4493Attention: Legal Department
    
    AND IF NOTICE OF DEFAULT, COPY TOApplicable address aboveAttention: General Counsel
  PRUDENTIAL OFFICE LEASE 2003




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1.101
    
    Lease of Premises. In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, subject to all the terms and conditions of this Lease, the portion of
the Building (as described in Item 1
of the Basic Lease Provisions) described as the Premises in Item 2 of the Basic Lease
Provisions and that is more
particularly described on Exhibit A attached hereto (hereinafter called the Premises). If
the Premises include one or more
floors in their entirety, all corridors and restroom facilities located on such full floor
shall be considered part of the Premises.
The Building, the land (the Land) on which the Building is situated (which Land is more
particularly described on Exhibit B
 attached hereto), the parking garage, if any, located on the Land and serving the Building
(the Garage) and all other
improvements located on and appurtenances to the Building, the Garage and the Land are
referred to collectively herein as
the Property. Subject to the terms and conditions of this Lease, Tenant shall have access
to the Premises twenty-four (24)
hours per day every day of the year.1.102
    
    Agreed Rentable Area. The agreed rentable area of the Premises is hereby stipulated to be the Agreed Rentable Area of
the Premises set forth in Item 2b of the Basic Lease Provisions. The agreed rentable area of
the Building is hereby stipulated
to be the Agreed Rentable Area of the Building set forth in Item 1b of the Basic Lease Provisions.1.103
    
    Initial Term and Commencement. The initial term of this Lease shall be the period of time specified in Item 7 of the Basic
Lease Provisions. The initial term shall commence on the Commencement Date (herein so
called) set forth in Item 8 of the
Basic Lease Provisions (as such Commencement Date may be adjusted pursuant to Section 3 of
the Work Letter attached
hereto as Exhibit D) and, unless sooner terminated pursuant to the terms of this
Lease, the initial term of this Lease shall
expire, without notice to Tenant, on the Expiration Date (herein so called) set forth in
Item 9 of the Basic Lease Provisions
(as such Expiration Date may be adjusted pursuant to Section 3
of the Work Letter).
  1.201
    
    Delivery. Tenant hereby accepts delivery of the Premises. Tenant acknowledges
that Tenant has inspected the Premises and
the Common Areas (as hereinafter defined) and, except for punch list items and latent
defects discovered and reported to
Landlord by Tenant within one (1) year from the Commencement Date, hereby (i) accepts the
Common Areas in as is
condition for all purposes and (ii) subject to Landlords completion of its obligations
under the Work Letter, Tenant hereby accepts the Premises (including the suitability of the Premises for the Permitted Use) for all purposes. LANDLORD
MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE
QUALITY, CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF ANY ABOVE-BUILDING
STANDARD IMPROVEMENTS AND/OR EQUIPMENT (SUCH AS SUPPLEMENTAL HEATING AND AIR
CONDITIONING UNITS) PRESENTLY LOCATED IN OR SERVING THE PREMISES, ALL OF SUCH
REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND DENIED.1.202
    
    Completion. Landlord will perform or cause to be performed the work and/or construction of Tenants Improvements (as
defined in the Work Letter) in accordance with the terms of the Work Letter and will use
reasonable efforts to Substantially
Complete (as defined in the Work Letter) Tenants Improvements by the date which is thirty
(30) days prior to the
Commencement Date. If Tenants Improvements are not Substantially Complete by the date which
is thirty (30) days prior
to the Commencement Date set forth in Item 8 of the Basic Lease Provisions for any reason
whatsoever, Tenants sole
remedy, except as set forth below in this Section 1.202, shall be an adjustment of the
Commencement Date and the
Expiration Date to the extent permitted under Section 3 of the Work Letter. Subject to
Section 5 of the Work Letter, Tenant
shall be permitted to occupy the Premises for a period of thirty (30) days prior to the
Commencement Date for the sole
purpose of installing its furniture and communication and data equipment in the Premises.
Such occupancy shall be subject
to all of the terms and provisions of this Lease except for the obligation to pay Rent,
other than the cost of any special
services requested by Tenant during such period (e.g., after hours heating or air
conditioning service). In the event Tenant
occupies the Premises prior to the Commencement Date for purposes of conducting its business
therein, Tenant shall be
obligated to pay Rent for such period at the rate applicable to the first month of the Term,
but such occupancy shall not
accelerate the Commencement Date. Notwithstanding the foregoing, if Substantial
Completion of the Tenants
Improvements has not occurred on or before the Outside Completion Date (defined below),
Tenant shall be entitled to one
and one-half (1.5) days abatement of Basic Rent commencing on the Commencement Date for
every day in the period
beginning on the Outside Completion Date and ending on the date of Substantial Completion of
the Tenants Improvements
as Tenants sole and exclusive remedy. The Outside Completion Date shall mean the date
which is 120 days after the later
of (i) Tenants approval of the Contract Sum (as defined in Exhibit D) and (ii)
issuance of a building permit for the
construction of the Tenants Improvements. Landlord and Tenant acknowledge and agree that:
(i) the determination of the
date of Substantial Completion of the Tenants Improvements shall take into consideration
the effect of any Tenant Delays
by Tenant (i.e., the actual date of Substantial Completion shall be adjusted backward, to an
earlier date, by one day for each
day of Tenant Delay); and (ii) the Outside Completion Date shall be postponed by the number
of days Substantial
Completion of the Tenants Improvements is delayed due to events of Force Majeure. Further
notwithstanding the
foregoing, if Substantial Completion of the Tenants Improvements has not occurred on or
before date which is three (3)
months after the Outside Completion Date (such date, the Final Completion Date), Tenant
shall, as its sole and exclusive
remedy (other than abatement of Basic Rent as provided in this Section 1.202), be entitled
to terminate this Lease by
delivering written notice of termination to Landlord within thirty (30) days after the Final
Completion Date. Landlord and
Tenant acknowledge and agree that: (i) the determination of the date of Substantial
Completion of the Tenants
Improvements shall take into consideration the effect of any Tenant Delays by Tenant (and
shall be adjusted as set forth
 PRUDENTIAL OFFICE LEASE 2003 -1-




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1.203
    
    Acceptance of Premises Memorandum. Upon Substantial Completion (as defined in the Work
Letter) of Tenants Improvements, Landlord and Tenant shall execute the Acceptance of
Premises Memorandum (herein so called) attached hereto as
Exhibit E. If Tenant
occupies the Premises for purposes of conducting business therein without executing an
Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted the Premises for
all purposes and Substantial Completion shall be deemed to have occurred on the earlier to
occur of (i) commencement of business operations in the Premises or (ii) the Commencement
Date set forth in Item 8 of the Basic Lease Provisions.
  1.301
    
    Obligation to Redeliver. Upon the expiration or earlier termination of this
Lease or upon the exercise by Landlord of its right to re-enter the Premises without
terminating this Lease, Tenant shall immediately deliver to Landlord the Premises free of
offensive odors and in a safe, clean, neat, sanitary and operational condition, together with
all keys and parking and access cards. Tenant shall, by the Expiration Date or, if this Lease
is earlier terminated, within seven (7) days after the termination, at the sole expense of
Tenant (i) remove from the Premises all of Tenants Property (hereinafter defined), and (ii)
if requested by Landlord, (a) remove from the Premises all or any part of the improvements
(other than Tenants Improvements (excluding any Tenants Service Equipment (hereinafter
defined) and other improvements approved by Landlord without the requirement that same be
removed upon expiration or earlier termination of the Lease) made to the Premises by or on
behalf of Tenant, and (b) repair all damage to the Premises and the fixtures, appurtenances,
and equipment of Landlord caused by such removal, including without limitation, patching all
holes in the walls and floors of the Premises. All removals and work described above shall be
accomplished in a good and workmanlike manner and shall be conducted so as to minimize any
damage the Premises or the Building, as so as not to damage the plumbing, electrical lines or
other utilities serving the Building. Tenant shall, at its expense, promptly repair any
damage caused by any such removal or work. If Tenant fails to deliver the Premises in the
condition aforesaid, then Landlord may restore the Premises to such a condition at Tenants
expense. All property required to be removed pursuant to this Section not removed within time
period required hereunder shall thereupon be conclusively presumed to have been abandoned by
Tenant and Landlord may, at its option, take over possession of such property and either (a)
declare the same to be the property of Landlord by written notice to Tenant at the address
provided herein or (b) at the sole cost and expense of Tenant, remove and store and/or
dispose of the same or any part thereof in any manner that Landlord shall choose without
incurring liability to Tenant or any other person. Notwithstanding the foregoing or anything
to the contrary in this Lease, Landlord may not make any removal request as to (i)
alterations, additions, improvements, fixtures, equipment (other than data and
telecommunications cable and wiring) installed pursuant to the Work Letter unless Landlord
notified Tenant of such removal obligations at the time Landlord approved the same, and (ii)
any other alterations, additions, improvements or fixtures (other than data and
telecommunications cable and wiring) effected after the Commencement Date with Landlords
consent and as to which Landlord did not condition its consent on removal of such items at
the conclusion of the Term.
 1.302
    
    Failure to Deliver. Notwithstanding any provision or inference to the contrary
herein contained, in the event that Tenant fails to deliver to Landlord (and surrender
possession of) all of the Premises upon the expiration or earlier termination of this Lease
(or the applicable portion of the Premises if this Lease expires or terminates as to only a
portion of the Premises) on the date of expiration or earlier termination, then Landlord
may, without judicial process and without notice of any kind, immediately enter upon and
take absolute possession of the Premises or applicable portion thereof, expel or remove
Tenant and any other person or entity who may be occupying the Premises or applicable
portion thereof, change the locks to the Premises or applicable portion thereof (in which
event, Tenant shall have no right to any key for the new locks), limit elevator access to
the Premises or applicable portion thereof, and take any other actions as are necessary for
Landlord to take absolute possession of the Premises or applicable portion thereof. The
foregoing rights are without prejudice and in addition to, and shall not in any way limit
Landlords rights under, Section 1.4 below. Notwithstanding the foregoing, if the Lease is
terminated prior to the expiration of the Term, Tenant shall have seven (7) days after the
termination to remove Tenants property in the Premises (but such removal right shall not
entitle Tenant to possession of the Premises).
  PRUDENTIAL OFFICE LEASE 2003 -2-




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2.201
    
    Definitions. For purposes of this Lease, the following definitions shall
apply:
     PRUDENTIAL OFFICE LEASE 2003 -3-




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2.202
    
    Gross-Up. If the Building is not at least ninety-five percent (95%) occupied during
any year of the Term (including the Base
Year), Operating Expenses shall be grossed up to include all additional costs and expenses of owning, operating,
maintaining and managing the Building which Landlord reasonably determines that it would have incurred, paid or been
obligated to pay during such year, including the Base Year, if the Building had been ninety-five percent (95%) occupied.2.203
    
    Payment Obligation. In addition to the Basic Rent specified in this Lease,
Tenant shall pay to Landlord the Additional Rent,
in each calendar year or partial calendar year during the term of this Lease, payable in
monthly installments as hereinafter
provided. On or prior to the Commencement Date and at least thirty (30) days prior to each
calendar year thereafter (or as
soon thereafter as is reasonably possible), Landlord shall give Tenant written notice of
Tenants estimated Additional Rent
for the applicable calendar year and the amount of the monthly installment due for each
month during such year. Tenant
shall pay to Landlord on the Commencement Date and on the first day of each month thereafter
the amount of the applicable
monthly installment, without demand, offset or deduction (except as may be expressly
provided herein), provided, however,
if the applicable installment covers a partial month, then such installment shall be
prorated on a daily basis. Within ninety
(90) days after the end of (i) each calendar year and (ii) the Expiration Date or as soon
thereafter as is reasonably possible,
Landlord shall prepare and deliver to Tenant a statement showing Tenants actual Additional
Rent for the applicable calendar
year, accompanied by a computation of the difference, if any, between the estimated
Additional Rent and the actual
Additional Rent, provided that with respect to the calendar year in which the Expiration
Date occurs, (x) that calendar year
shall be deemed to have commenced on January 1 of that year and ended on the Expiration Date
(the Final Calendar Year)
and (y) Landlord shall have the right to estimate the actual Operating Expenses allocable to
the Final Calendar Year but
which are not determinable within such ninety day period. If Tenants total monthly
payments of Additional Rent for the
applicable year are less than Tenants actual Additional Rent, then Tenant shall pay to
Landlord the amount of such
underpayment. If Tenants total monthly payments of Additional Rent for the applicable year
are more than Tenants actual
Additional Rent, then Landlord shall credit against the next Additional Rent payment or
payments due from Tenant the
amount of such overpayment, provided, however, with respect to the Final Calendar Year,
Landlord shall pay to Tenant the
amount of such excess payments, less any amounts then owed to Landlord. Unless Tenant takes
written exception to any
item within forty-five (45) days after the furnishing of an annual statement, such statement
shall be considered as final and
accepted by Tenant Any amount due Landlord as shown on any such statement shall be paid by
Tenant within forty-five
(45) days after it is received by Tenant.2.204
    
    Billing Disputes. If there exists any dispute as to (i) the amount of Additional
Rent, (ii) whether a particular expense is
properly included in Additional Rent or (iii) Landlords calculation of Additional Rent
(each an Additional Rent Dispute),
the events, errors, acts or omissions giving rise to such Additional Rent Dispute shall not
constitute a breach or default by
Landlord under this Lease and even if a judgment resolving the Additional Rent Dispute is
entered against Landlord, this
Lease shall remain in full force and effect and Landlord shall not be liable for any
consequential damages resulting from the
event, error, act or omission giving rise to such Additional Rent Dispute. Notwithstanding
the existence of an Additional
Rent Dispute, Tenant shall pay timely the amount of Additional Rent which is in dispute and
will continue to make all
subsequent payments of Additional Rent as and when required under this Lease, provided that
the payment of such disputed
amount and other amounts shall be without prejudice to Tenants position. If an Additional
Rent Dispute is resolved in favor
of Tenant, Landlord shall within forty-five (45) days pay to Tenant the amount of Tenants
overpayment of Additional Rent.2.205
    
    Revisions in Estimated Additional Rent. If Real Estate Taxes, Insurance Premiums,
Utility Expenses or Additional Pass
Through Costs increase during a calendar year or if the number of square feet of rentable
area in the Premises increases,
Landlord may revise the estimated Additional Rent during such year by giving Tenant written
notice to that effect and
thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an
additional amount equal to the
amount of such increase in the estimated Additional Rent divided by the number of months remaining in such year.2.206
    
    Real Estate Tax Protest. Section 41.413 of the Texas Property Tax Code may give Tenant the right to protest before the
appropriate appraisal review board a determination of the appraised value of the Property if
Landlord does not so protest and
requires Landlord to deliver to Tenant a notice of any determination of the appraised value
of the Property. Tenant
acknowledges that the Property is a multi-tenant facility, that any filing of a protest of
appraised value by Tenant will give
the appraisal district discretion to increase or decrease the appraised value, that an
increase in the appraised value will affect
Landlord and the other tenants of the Property, and that an increase in the appraised value
may increase the taxes not only
for the year in question but for future years, potentially beyond expiration of the Lease
Term. Accordingly, to the extent
permitted by applicable law, Tenant hereby waives the provisions of §41.413 of the
Texas Property Tax Code (or any
successor thereto). In the alternative, if §41.413 of the Texas Property Tax Code may not be
waived, Tenant agrees not to
protest any valuation unless Tenant notifies Landlord in writing of Tenants intent so to
protest and Landlord fails to protest
the valuation within fifteen (15) days after Landlord receives Tenants written notice. If
Tenant files a protest without giving
the written notice required by the preceding sentence, such filing shall be an event of
default under this Lease without the
necessity of any notice from Landlord, regardless of the provisions of Section 13.102 of
this Lease. Furthermore, if Tenant
exercises the right of protest granted by §41.413 of the Texas Property Tax Code, Tenant
shall be solely responsible for, and
shall pay, all costs of such protest. If as a result of any protest filed by Tenant, the
appraised value of the Property is
increased by the appraisal board, Tenant shall be solely responsible for, and shall
pay upon demand by Landlord, all taxes
(not only Tenants Pro Rata Share Percentage of Real Estate Taxes) assessed against the
Property in excess of the taxes
which would have been payable in the absence of the protest. Tenant shall continue to pay
such excess taxes until the
determination of appraised value of the Property is changed by the appraisal review board,
regardless of whether the
increased taxes are incurred during the term of the lease or
thereafter. Landlord agrees,
upon request by Tenant, to
provide to Tenant a copy of the determination of appraised value for any year. The payment
obligations of Tenant under this
Section 2.206 shall survive the expiration or other termination of this Lease.
 PRUDENTIAL OFFICE LEASE 2003 -4-




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4.101
    
    General. The Premises shall, subject to the remaining provisions of this
Section, be used solely for the Permitted Use (herein so called) specified in Item 12 of the
Basic Lease Provisions. Without in any way limiting the foregoing, Tenant will not use,
occupy or permit the use or occupancy of the Premises for any purpose (and the Permitted Use
shall not include any use) which is forbidden by or in violation of any law, ordinance or
governmental or municipal regulation, order, or certificate of occupancy, or which may be
dangerous to life, limb or property; or permit the maintenance of any public or private
nuisance; or do or permit any other thing which may unreasonably disturb the quiet enjoyment
of any other tenant of the Property; or keep any substance or carry on or permit any
operation which might emit offensive odors or conditions from the Premises; or commit or
suffer or permit any waste in or upon the Premises; or sell, purchase or give away, or permit
the sale, purchase or gift of food in any form by or to any of Tenants agents or employees
or other parties in the Premises except through vending machines in employee lunch or rest
areas within the Premises for use by Tenants employees only; or use any apparatus which
might make undue noise or set up vibrations in the Building; or permit anything to be done
which would increase the fire and extended coverage insurance rate on the Building or
Building contents and, if there is any increase in such rate by reason of acts of Tenant,
then Tenant agrees to pay such increase upon demand therefor by Landlord. Payment by Tenant
of any such rate increase shall not be a waiver of Tenants duty to comply herewith. Tenant
shall keep the Premises neat and clean at all times. Tenant shall comply with, and promptly
correct any violation of, each and every governmental law, rule or regulation relating to the
Premises, except to the extent such compliance is Landlords obligation under the terms of
this Lease. Tenant shall maintain a ratio of not more than one (1) person per 205 square feet
of Agreed Rentable Area of the Premises. Upon written request by Landlord, Tenant shall,
within five (5) business days after receipt of such request, provide Landlord a written
statement containing the number of employees of Tenant at the Premises and the average number
of visitors occupying the Premises on a daily basis. Tenant acknowledges that increased
numbers of people occupying the Premises causes an increase in wear and tear on the Premises
and the Common Areas and increased demand and use of Building services. The increased cost to
Landlord arising from excessive use and wear and tear that follows from increased occupant
density is difficult or impossible to quantify or measure precisely in dollars. Because the
damages from excessive occupant density are difficult or impossible to calculate or quantify
monetarily, if Tenants use of  the Premises is such that the number of employees and/or
visitors exceeds the ratio of one (I) person per 205 square feet of Agreed Rentable Area of
the Premises for ten (10) business days (whether or not consecutive) in any calendar month,
Tenant shall pay to Landlord additional rent equal to twenty-five percent (25%) of the Basic
Monthly Rent payable hereunder for such calendar month. Such payment shall be made with the
next accruing installment of Basic Annual Rent and shall be payable for each month in which
Tenant exceeds the occupant density ratio for ten (10) business days within such calendar
month. Payment of above-described additional rent shall not be a waiver of Tenants duty to
comply with the occupancy density requirements of this subsection 4.101.
 4.102
    
    Hazardous and Toxic Materials.
   PRUDENTIAL OFFICE LEASE 2003 -5-




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Rider H-2 Rider H-2
   4.201
    
    Tenants Compliance
Obligation.
 provided
   4.202
    
    Landlords Compliance Obligation.
    PRUDENTIAL OFFICE LEASE 2003 -6-




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Exhibit G
    
   5.101
    
    Elevator Service. Except for Holidays (hereinafter defined) and emergencies,
Landlord shall provide automatic elevator
facilities on generally accepted business days from 7:00 a.m. to 6:00 p.m. and on Saturdays
from 8:00 a.m. to 1:00 p.m. and
have at least one (1) elevator available for use at all other times. For purposes of this
Lease, Holidays shall mean New
Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and any other holiday
commonly recognized by other office buildings in the Dallas, Texas area.5.102
    
    Heat and Air Conditioning. On generally accepted business days from 7:00 a.m. to
6:30 p.m. and on Saturdays (other than
Holidays) from 7:00 a.m. to 1:00 p.m., Landlord shall ventilate the Premises and furnish
heat or air conditioning, at such
temperatures and in such amounts as is customary in buildings of comparable size, quality
and in the general vicinity of the
Building, with such adjustments as Landlord reasonably deems necessary for the comfortable
occupancy of the Premises,
subject to events of force majeure and any governmental requirements, ordinances, rules,
regulations, guidelines or
standards relating to, among other things, energy conservation. Upon request, Landlord
shall make available, at Tenants
expense, after hours heat or air conditioning. The minimum charge and the hourly rate for
the use of after hours heat or air
conditioning shall be determined from time to time by Landlord and confirmed in writing to
Tenant. As of the date of this
Lease, the hourly charge for such after hours heat and air conditioning is $35.00 per hour
per floor of the Building.
Landlord agrees that the after-hours charge for heating and air conditioning will only be
increased if the cost to provide such
services increases. Notwithstanding the foregoing, Tenant shall have the right to have
24-hour heating and air conditioning
service in the portion of the Premises to be used as a network operations center, calf
center, data center or computer room,
provided the electricity therefor shall be separately metered, at Tenants sole expense,
and the cost of the electricity for such
service (as measured by such separate meter) shall be paid by Tenant in accordance with Section 5.103(d) below.
 Electricity
   -7-




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##### 



multiplied by
 5.104
    
    Water. Landlord shall furnish water for lavatory purposes and drinking fountains in
Common Areas only. If Tenant desires
water in the Premises for any approved reason, including a private lavatory or kitchen, such
the cost to provide such water
shall be paid by Tenant and Tenant shall be responsible, at its sole cost and expense for
the maintenance of all lines and
pipes connecting to the Building water main, except to the extent such maintenance is
necessary as a result of latent defects
in connection with the Tenants Improvements.5.105
    
    Janitorial Services. Landlord shall provide janitorial services to the Premises in
accordance with the cleaning specifications
attached hereto as Exhibit H or such other reasonably comparable specifications
designated by Landlord from time to time,
in those portions of the Premises used exclusively as offices (including a call center and,
at Tenants option, a network
operations center). Landlord shall not provide janitorial services to any data center
located in the Premises.5.106
    
    Common Areas. Landlord shall perform routine maintenance in the Common Areas
(hereinafter defined) and maintain the
interior Common Areas of the Building in a manner comparable to similar class buildings as
the Building in the North
Dallas Tollway Corridor area.5.107
    
    Bulbs and Ballasts. Landlord shall provide Building standard bulbs and ballasts as
necessary in the Premises. Landlord
shall also provide non-building standard bulbs and ballasts upon Tenants request, provided
Tenant shall pay the cost thereof,
together with an administrative fee equal to five percent (5%) of such cost. All amounts due
under this subsection for such
non-building standard bulbs shall be paid to Landlord within thirty (30) days after receipt
of an invoice therefor.
     -8-




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5.401
    
    SERVICE INTERRUPTION/WAIVER OF LANDLORD LIABILITY. LANDLORD SHALL NOT BE
LIABLE FOR AND, EXCEPT AS PROVIDED IN SUBSECTION 5.402 BELOW, TENANT SHALL NOT BE ENTITLED
TO ANY ABATEMENT OR REDUCTION OF RENT BY REASON OF LANDLORDS FAILURE TO MAINTAIN
TEMPERATURE OR ELECTRICAL CONSTANCY LEVELS OR TO FURNISH ANY OF THE FOREGOING
SERVICES when such failure is caused by accident, breakage, repairs, strikes, lockouts or
other labor disturbance or labor dispute of any character, governmental regulation,
moratorium or other governmental action, inability to obtain electricity, water or fuel, or
by any cause beyond Landlords reasonable control (collectively, Uncontrollable Events),
NOR SHALL ANY SUCH UNCONTROLLABLE EVENT OR RESULTS OR EFFECTS THEREOF BE CONSTRUED AS AN
EVICTION (CONSTRUCTIVE OF ACTUAL) OF TENANT OR AS A BREACH OF THE IMPLIED WARRANTY OF
SUITABILITY, OR RELIEVE TENANT FROM THE OBLIGATION TO PERFORM ANY COVENANT OR AGREEMENT
HEREIN AND IN NO EVENT SHALL LANDLORD BE LIABLE FOR DAMAGE TO PERSONS OR PROPERTY
(INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION) OR BE IN DEFAULT HEREUNDER, AS A
RESULT OF ANY SUCH UNCONTROLLABLE EVENT OR RESULTS OR EFFECTS THEREOF.5.402
    
    Limited Right to Abatement of Rent and Limited Termination Right. If any portion
of the Premises becomes unfit for
occupancy because Landlord fails to deliver any service as required under Section 5.101
through 5.104 above (each an
Essential Service) for any period (other than a reconstruction period conducted pursuant
to Section 7.1 or Article 8 below)
exceeding five (5) consecutive business days after written notice by Tenant to Landlord and
provided such failure is not
caused by Tenant, Tenants Contractors or any of their respective agents or employees,
Tenant shall be entitled to a fair
prorated abatement of Basic Annual Rent and Additional Rent for any such portion of the
Premises from the expiration of
such five (5) consecutive business day period until such portion is again fit for occupancy.
Notwithstanding anything to the
contrary set forth herein, if any portion of the Premises becomes unfit for occupancy
because Landlord fails to deliver an
Essential Service and such failure is reasonably within the control of Landlord to remedy,
and (a) continues for sixty (60)
consecutive days after written notice by Tenant to Landlord, and (b) such failure is not
caused by Tenant, Tenants
Contractors or any of their respective agents or employees, then Tenant, as its sole remedy
(in addition to the abatement of
Basic Annual Rent and Additional Rent provided above), shall have the right to elect to
terminate this Lease within ten (10)
days after the expiration of said sixty (60) day period without penalty, by delivering
written notice to Landlord of its election
thereof.5.403
    
    Exclusive Remedy. Tenants sole and exclusive remedy for a failure by Landlord to provide
any Essential Service to the
Premises shall be Tenants remedy set forth in subsection 5.402.
   
  PRUDENTIAL OFFICE LEASE 2003 -9-




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Tenants Obligation
   6.202
    
    Rights of Landlord. Landlord shall have the same rights with respect to repairs
performed by Tenant as Landlord has with respect to improvements and alterations performed
by Tenant under subsection 6.303 below. In the event Tenant fails, in the reasonable
judgment of Landlord, to maintain the Premises in good order, condition and repair, or
otherwise satisfy its repair and replacement obligations under subsection 6.201 above and
such failure continues for thirty (30) days after notice to Tenant of such failure (except
in the case of emergencies, in which case no prior notice shall be required), Landlord shall
have the right, upon not less than 24 hours prior written notice to Tenant (except in the
case of emergencies, in which case no prior notice shall be required) to perform such
maintenance, repairs and replacements at Tenants expense. Tenant shall pay to Landlord
within thirty (30) days after demand any such reasonable, actual cost or expense incurred by
Landlord..
  6.301
    
    Landlords Construction Obligation. Landlords sole construction obligation
under this Lease is as set forth in the Work
Letter.
 6.302
    
    Alteration of Building. LANDLORD HEREBY RESERVES THE RIGHT AND
AT ALL TIMES SHALL HAVE
THE RIGHT TO REPAIR, CHANGE, REDECORATE, ALTER, IMPROVE, MODIFY, RENOVATE, ENCLOSE
OR MAKE ADDITIONS TO ANY PART OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION,
STRUCTURAL ELEMENTS AND LOAD BEARING ELEMENTS WITHIN THE PREMISES) AND TO
ENCLOSE AND/OR CHANGE THE ARRANGEMENT AND/OR LOCATION OF DRIVEWAYS OR PARKING
AREAS OR LANDSCAPING OR OTHER COMMON AREAS OF THE PROPERTY, ALL WITHOUT BEING
HELD GUILTY OF AN ACTUAL OR CONSTRUCTIVE EVICTION OF TENANT OR BREACH OF THE
IMPLIED WARRANTY OF SUITABILITY AND WITHOUT AN ABATEMENT OF RENT (THE RESERVED
RIGHT). WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, LANDLORDS
RESERVED RIGHT SHALL INCLUDE, BUT NOT BE LIMITED TO THE RIGHT TO DO ANY OF THE
FOLLOWING: (i) erect and construct scaffolding, pipe, conduit and other structures on and
within and outside of the
Premises where reasonably required by the nature of the changes, alterations, improvements,
modifications, renovations
and/or additions being performed, (ii) perform within and outside of the Premises all work
and other activities associated
with such changes, alterations, improvements, modifications, renovations and/or additions
being performed, (iii) repair,
change, renovate, remodel, alter, improve, modify or make additions to the arrangement,
appearance, location and/or size of
entrances or passageways, doors and doorways, corridors, elevators, elevator lobbies,
stairs, toilets or other Common Areas
or Service Areas, (iv) temporarily close any Common Area and/or temporarily suspend
Building services and facilities in
connection with any repairs, changes, alterations, modifications, renovations or additions
to any part of the Building, (v)
repair, change, alter or improve plumbing, pipes and conduits located in the Building,
including without limitation, those
located within the Premises (provided that any permanent change or alteration in the
Premises shall not materially and
adversely affect Tenants ability to conduct business in the Premises), the Common Areas,
the Service Corridors or the
Service Areas (hereinafter defined) of the Building and (vi) repair, change, modify, alter,
improve, renovate or make
  -10-




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additions to the Building central heating, ventilation, air conditioning, electrical,
mechanical or plumbing systems. When exercising the Reserved Right, Landlord will interfere
with Tenants use and occupancy of the Premises as little as is reasonably practicable.
Notwithstanding the first sentence of this Section 6.302, if any portion of the Premises
becomes unfit for occupancy as a result of Landlords exercise of its Reserved Right or
Landlords fulfillment of its obligations under this Lease for any period (other than a
reconstruction period pursuant to Section 7.1 or Article 8 below) exceeding five (5)
consecutive business days after written notice by Tenant to Landlord, and provided Tenant,
Tenants contractors or any of their respective agents or employees did not cause the
occurrence which necessitates Landlords exercise of its reserved right or fulfillment of
its obligations, Tenant shall be entitled to a fair prorated abatement of Basic Annual Rent
and Additional Rent for any such portion of the Premises from the expiration of such five
(5) consecutive business day period until such portion is again fit for occupancy.
 6.303
    
    Alterations, Additions, Improvements and Installations by Tenant Tenant shall not,
without the prior written consent of Landlord, make any changes, modifications, alterations,
additions or improvements (other than Tenants Improvements under the Work Letter) to, or
install any equipment or machinery (other than office equipment and unattached personal
property) on, the Premises (all such changes, modifications, alterations, additions,
improvements (other than Tenants Improvements under the Work Letter) and installations
approved by Landlord are herein collectively referred to as Installations) if any such
Installations would (i) affect any structural or load bearing portions of the Building, (ii)
result in a material increase of electrical usage above the normal type and amount of
electrical current to be provided by Landlord, (iii) result in an increase in Tenants usage
of heating or air conditioning, (iv) impact mechanical, electrical or plumbing systems in the
Premises or the Building, (v) affect areas of the Premises which can be viewed from Common
Areas, (vi) require greater or more difficult cleaning work (e.g., kitchens, reproduction
rooms and interior glass partitions), (vii) adversely affect Landlords ability to deliver
Building services to other tenants of the Building or (viii) violate any provision in Article
4 above or Rider H-1 or Rider H-2 attached hereto. As to Installations not
covered by the preceding sentence, Tenant will not perform same without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or delayed. With
respect to any request by Tenant for approval of an Installation that does not affect any
Building systems (including without limitation, mechanical, electrical, plumbing, or life
safety systems) and does not affect the structure of the Building, Landlord shall respond to
Tenants request within two (2) business days after receipt thereof, and such approval shall
not be unreasonably withheld. Notwithstanding the foregoing, Tenant shall be entitled to make
cosmetic improvements to the Premises (i.e., painting, carpeting and changing wall coverings)
without Landlords prior consent; provided that Tenant provides Landlord five (5) business
days prior notice of the making such improvements and all contractors performing such work
shall have delivered to Landlord evidence of all insurance required by Landlord of
contractors performing work in the Building. All Installations shall be at Tenants sole cost
and expense. Without in any way limiting Landlords consent rights, Landlord shall not be
required to give its consent until (a) Landlord approves the contractor or person making such
Installations and approves such contractors insurance coverage to be provided in connection
with the work, (b) Landlord approves final and complete plans and specifications for the work
and (c) the appropriate governmental agency, if any, has approved the plans and
specifications for such work. All work performed by Tenant or its contractor relating to the
Installations shall conform to applicable governmental laws, rules and regulations,
including, without limitation, the Disability Acts. Upon completion of the Installations,
Tenant shall deliver to Landlord as built plans. If Landlord performs such Installations,
Tenant shall pay Landlord, as additional Rent, the cost thereof plus ten percent (10%) as
reimbursement for Landlords overhead. Each payment shall be made to Landlord within thirty
(30) days after receipt of an invoice from Landlord. All Installations that constitute
improvements constructed within the Premises shall be surrendered with the Premises at the
expiration or earlier termination of this Lease, unless Landlord requests that same be
removed pursuant to Section 1.3 above; provided that subject to the other terms and
conditions of this Lease, Tenant may place partitions, trade fixtures and other personal
property and equipment (collectively, the Tenants Property) in the Premises at Tenants
own expense. Tenants Property shall remain the property of Tenant, and in the case of damage
or destruction of Tenants Property by fire or other causes, Tenant shall have the right to
recover for such damage from any insurance company with which Tenant has insured the same.
Tenant shall indemnify and hold Landlord harmless from and reimburse Landlord for and with
respect to, any and all costs, expenses (including reasonable attorneys fees), demands,
claims, causes of action and liens, arising from or in connection with any Installations
performed by or on behalf of Tenant (other than Installations performed by Landlord or
Landlords contractors), EVEN IF THE SAME IS CAUSED BY THE NEGLIGENCE OR OTHER TORTIOUS
CONDUCT OF LANDLORD OR LANDLORD IS STRICTLY LIABLE FOR SUCH COSTS, EXPENSES OR CLAIMS. All
Installations performed by or on behalf of Tenant will be performed diligently and in a
first-class workmanlike manner and in compliance with all applicable laws, ordinances,
regulations and rules of any public authority having jurisdiction over the Building and/or
Tenants and Landlords insurance carriers. Landlord will have the right, but not the
obligation, to inspect periodically the work on the Premises and may require changes in the
method or quality of the work.Subject to (i) the foregoing provisions of this Section 6.303, and (ii) the mutual
agreement on location of the installation and the availability of space in, on or under
the Building, in addition to the supplemental HVAC units existing in the Premises on the
date hereof, Tenant shall be entitled to install in connection with the initial Premises,
at Tenants sole cost and expense, up to five (5) self-contained 24 hour a day
supplemental HVAC units (collectively, Tenants HVAC Unit); provided that Tenant shall
reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord for
Landlords engineering review of the plans therefor within thirty (30) days after receipt
of an invoice therefor. If Tenant leases additional space in the Building, Tenant may
install, at Tenants sole cost and expense, additional supplemental HVAC units as are
mutually agreed between Landlord and Tenant. Tenant agrees to operate Tenants HVAC Unit
so as to adequately heat or cool the Premises during the hours that Tenant elects. Tenant
shall be responsible for all costs and expenses in connection with Tenants HVAC Unit and
shall maintain the same in good repair and condition.
 6.304
    
    Approvals. Any approval by Landlord (or Landlords architect and/or engineers) of
any of Tenants contractors or Tenants drawings, plans or specifications which are prepared
in connection with any construction of improvements (including without limitation, Tenants
Improvements) in the Premises shall not in any way be construed as or constitute a
representation or warranty of Landlord as to the abilities of the contractor or the adequacy
or sufficiency of such drawings, plans or specifications or the improvements to which they
relate, for any use, purpose or condition.
  -11-




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7.201
    
    Types of Coverage. Tenant covenants and agrees that from and after the date of
delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its
sole cost and expense, the insurance set forth in paragraphs (a), (b) and (c) of this
subsection.
 Commercial General Liability Insurance IT BEING THE INTENT THAT SUCH POLICIES
AFFORD INSURANCE COVERAGE TO LANDLORD AND THE PROPERTY MANAGER AGAINST CLAIMS FOR PERSONAL
OR BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING UPON, IN OR
ABOUT THE PREMISES AS THE RESULT OF THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE
 PRUDENTIAL OFFICE LEASE 2003 -12-




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##### 



OR WILLFUL MISCONDUCT) OF LANDLORD OR THE PROPERTY MANAGER,
 Fire and Extended Coverage Insurance
 Workers Compensation and Employers Liability Insurance
 7.202
    
    Other Requirements of Insurance. All such insurance will be issued and underwritten
by companies reasonably acceptable
to Landlord and will contain endorsements that (a) such insurance may not lapse with respect
to Landlord or Property
Manager or be canceled or amended with respect to Landlord or Property Manager without the
insurance company giving
Landlord and Property Manager at least thirty (30) days prior written notice of such
cancellation or amendment, (b) Tenant
will be solely responsible for payment of premiums, and (c) Tenants insurance is primary in
the event of overlapping
coverage which may be carried by Landlord.7.203
    
    Proof of Insurance. Tenant shall deliver to Landlord within ten (10) days prior to
the commencement of construction of
Tenants Improvements, duplicate originals of all policies of insurance required by this
Section 7.2 or duly executed
originals of the evidence of such insurance (on ACORD Form 27 or a similar form) evidencing
in-force coverage, stating
that Landlord is an additional insured thereunder and agreeing to give Landlord at least
thirty (30) days written notice prior
to termination, cancellation or modification adversely affecting Landlord. Further, Tenant
shall deliver to Landlord
renewals thereof at least thirty (30) days prior to the expiration of the respective policy
terms.
  7.301
    
    Types of Coverage. Landlord covenants and agrees that from and after the date of
delivery of the Premises from Landlord to
Tenant, Landlord will carry and maintain, at its sole cost and expense, the insurance set
forth in paragraphs (a) and (b) of
this subsection.
 Commercial General Liability Insurance
 Fire and Extended Coverage Insurance
 7.302
    
    Self Insurance. Any insurance provided for in subsection 7.301 above may be effected
by self-insurance or by a policy or
policies of blanket insurance covering additional items or locations or assureds, provided
that the requirements of this
Section 7.3 are otherwise satisfied. Tenant shall have no rights in any policy or
policies maintained by Landlord.
 (EVEN IF (i) SUCH LOSS OR
DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ACTS OR OMISSIONS OF THE
RELEASED PARTY OR THE RELEASED PARTYS DIRECTORS, EMPLOYEES, AGENTS OR INVITEES, OR (ii) THE
RELEASED PARTY IS STRICTLY LIABLE FOR SUCH LOSS OR DAMAGE), TO THEIR RESPECTIVE PROPERTY, THE
PREMISES, ITS CONTENTS OR TO ANY OTHER PORTION OF THE BUILDING OR THE PROPERTY ARISING FROM ANY
RISK (WITHOUT REGARD TO THE AMOUNT OF COVERAGE OR THE AMOUNT OF DEDUCTIBLE) COVERED BY THE ALL RISK
FULL REPLACEMENT COST PROPERTY INSURANCE REQUIRED TO BE CARRIED BY TENANT AND LANDLORD,
RESPECTIVELY, UNDER SUBSECTIONS 7.201(b) AND 7.301(b) ABOVE.
  -13-




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SECTION 7.5 INDEMNITY.
 7.501
    
    Tenants Indemnity. Subject to the limitation and exclusions set forth below
in this subsection, Tenant will indemnify and hold harmless Landlord, Property Manager, their
respective officers, directors, and employees and any other parties for whom Landlord and/or
Property Manager are responsible (each a Landlord Indemnified Party) from, and shall
reimburse each Landlord Indemnified Party for and with respect to, any and all costs,
expenses (including, without limitation, reasonable attorneys fees), claims, demands,
actions, proceedings, judgments, hearings, damages, losses and liabilities brought or
asserted by or payable to any third party, on account of personal injury, death, property
damage or any other form of injury or damage (each a Claim and collectively, the Claims)
arising out of or relating to (A) an incident or event which occurred within or on the
Premises, (B) the use or occupancy of the Premises or (C) any breach of this Lease by Tenant
and which resulted in a Claim, EVEN IF THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OF ANY LANDLORD INDEMNIFIED PARTY OR THE LANDLORD INDEMNIFIED PARTY IS
STRICTLY LIABLE FOR SUCH CLAIM.The indemnification and reimbursement obligations of Tenant
under this subsection (i) shall be limited to the greater of the amount of Commercial General
Liability Insurance required to be carried by such party under this Lease or $5,000,000 and
(ii) shall not apply to a Claim (a) waived by Landlord under Section 7.4 above or any
other provision of this Lease, (b) related to hazardous or toxic materials and caused by an
act or omission that does not constitute a breach by Tenant of the provisions of subsection
4.102 above or Rider H-1 or Rider H-2 attached hereto, (c) arising out of the gross
negligence or intentional misconduct of the Landlord Indemnified Party or (d) resulting from
host liquor liability from Landlords acts. If a third party files a lawsuit or brings any
other legal action asserting a Claim against a Landlord Indemnified Party and that is covered
by Tenants indemnity, then Tenant, upon notice from the Landlord Indemnified Party, shall
resist and defend such Claim through counsel reasonably satisfactory to the Landlord
Indemnified Party. Tenants obligations under this subsection shall survive the termination
of this Lease.
 7.502
    
    Landlords Indemnity. Subject to the limitation and exclusions set forth below in
this subsection, Landlord will indemnify and hold harmless Tenant and its officers,
directors, and employees and any other parties for whom Tenant is responsible (each a Tenant
Indemnified Party) from, and shall reimburse each Tenant Indemnified Party for and with
respect to, any and all Claims (as defined in subsection 7.501 preceding) arising out of or
relating to (a) an incident or event which occurred within or on the Common Areas, (b) the
use or occupancy of the Common Areas, or (c) any breach of this Lease by Landlord and which
resulted in a Claim, EVEN IF THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF ANY TENANT INDEMNIFIED PARTY OR THE TENANT INDEMNIFIED PARTY IS STRICTLY LIABLE
FOR SUCH CLAIM.The indemnification and reimbursement obligations of Landlord under this
subsection (i) shall be limited to the greater of the amount of Commercial General Liability
Insurance required to be carried by such party under this Lease or $5,000,000 and (ii)
shall not apply to a Claim (a) waived by Tenant under Section 7.4 above or any other
provision of this Lease, (b) related to hazardous or toxic materials and caused by an act or
omission that does not constitute a breach by Landlord of the provisions of subsection 4.102
above or Rider H-l or Rider H-2 attached hereto, (c) arising out of the gross negligence or
intentional misconduct of the Tenant Indemnified Party or (d) resulting from host liquor
liability from Tenants acts. If a third party files a lawsuit or brings any other legal
action asserting a Claim against a Tenant Indemnified Party and that is covered by Landlords
indemnity, then Landlord, upon notice from the Tenant Indemnified Party, shall resist and
defend such Claim through counsel reasonably satisfactory to the Tenant Indemnified Party.
Landlords obligations under this subsection shall survive the termination of this Lease.
 
  Exhibit F
   -14-




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AND TENANT SHALL INDEMNIFY AND
HOLD HARMLESS LANDLORD FROM AND AGAINST, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND
ALL CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES), ARISING
FROM OR IN CONNECTION WITH ANY SUCH LIENS.
 
  
   Landlords Termination and Consent Rights
    -15-




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11.202
    
    Effect of Termination. If Landlord timely exercises its option to terminate this
Lease as to the entire Premises as provided in subsection 11.201, then this Lease shall
terminate on a date specified by Landlord in the Landlord Response (the Specified
Termination Date), which Specified Termination Date shall not be sooner than 30 days after
the date of Landlords Response, nor later than 90 days after the date of Landlords
Response, and the Basic Rent and Additional Rent shall be paid and apportioned to the
Specified Termination Date. If Landlord timely exercises its option to terminate this Lease
as to only the Proposed Sublease Space, then (i) this Lease shall end and expire with respect
to the Proposed Sublease Space on the applicable Specified Termination Date, (ii) from and
after the applicable Specified Termination Date, the Basic Rent shall be reduced by the
amount of Basic Rent that was being paid in respect of the Proposed Sublease Space as of the
applicable Specified Termination Date, (iii) Tenants Pro Rata Share Percentage shall be
recalculated based on the square feet of rentable area included in the Premises (exclusive of
such Proposed Sublease Space), (iv) Tenants estimated payments of Additional Rent shall be
recalculated on the basis of the revised Tenants Pro Rata Share Percentage, and (v) if the
Proposed Sublease Space adjoins another portion of the Premises, Tenant shall, at Tenants
sole cost and expense, construct and finish such demising walls as are necessary to
physically separate the Premises from the Proposed Sublease Space, and (vi) if the Proposed
Sublease Space is part of a floor which is fully included in the Premises, then Landlord
shall have the right, at Tenants sole cost and expense, (a) to construct and finish in
accordance with Building standards or to cause Tenant to construct and finish in accordance
with Building standards such demising walls as are necessary (x) to construct a public
corridor so as to convert the floor to a multi-tenant floor and (y) to convert the restrooms
on such floor (including access thereto) to restrooms which will serve the entire floor, as
opposed to only the Premises, and (b) to make such revisions, if any, are necessary, to
properly light, heat, cool and ventilate the public corridor and public restrooms. The
alterations performed by Tenant pursuant to this paragraph shall be deemed Installations and
therefore subject to the provisions of subsection 6.303.
   
   -16-




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self-operative
  
  13.101
    
    Failure to Pay Rent. With respect to the first three (3) payments of Rent not made
by Tenant when due in any twelve (12)
month period, the failure by Tenant to make any such payment to Landlord within five (5)
days after Tenant receives written
notice specifying that the payment was not made when due. With respect to any other
payment of Rent, the failure by
Tenant to make such payment of Rent to Landlord when due, no notice of any such failure
being required.13.102
    
    Failure to Perform. Except for a failure covered by
subsection 13.101 above or
13.103 below, any failure by Tenant to
observe and perform any provision of this Lease to be observed or performed by Tenant where
such failure continues for
thirty (30) days after written notice to Tenant, provided that if such failure cannot be
cured within said thirty (30) day period,
Tenant shall not be in default hereunder so long as Tenant commences curative action within
such thirty (30) day period,
diligently and continuously pursues the curative action and fully and completely cures the
failure within ninety (90) days
after such written notice to Tenant.13.103
    
    Continual Failure to Perform. The third failure by Tenant in any twelve (12)
month period to perform and observe a
particular provision of this Lease to be observed or performed by Tenant (other than the
failure to pay Rent, which in all
instances will be covered by subsection 13.101 above), no notice being required for any
such third failure.13.104
    
    Bankruptcy, Insolvency, Etc. Tenant or any guarantor of Tenants obligations
hereunder (hereinafter called Guarantor,
whether one (1) or more), (i) cannot meet its obligations as they become due, (ii) becomes
or is declared insolvent according
to any law, (iii) makes a transfer in fraud of creditors according to any applicable law,
(iv) assigns or conveys all or a
substantial portion of its property for the benefit or creditors or (v) Tenant or Guarantor
files a petition for relief under the
Federal Bankruptcy Code or any other present or future federal or state insolvency,
bankruptcy or similar law (collectively,
applicable bankruptcy law); a receiver or trustee is appointed for Tenant or Guarantor or
its property; the interest of Tenant
or Guarantor under this Lease is levied on under execution or under other legal process;
any involuntary petition is filed
against Tenant or Guarantor under applicable bankruptcy law; or any involuntary action is
taken to reorganize or modify
Tenants or Guarantors capital structure if either Tenant or Guarantor be a corporation or
other entity (provided that no such
levy, execution, legal process or petition filed against Tenant or Guarantor shall
constitute a breach of this Lease if Tenant or
Guarantor shall vigorously contest the same by appropriate proceedings and shall remove or
vacate the same within ninety
(90) days from the date of its creation, service or filing).
  -17-




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13.105
    
    Abandonment. Intentionally omitted.13.106
    
    Vacation. Intentionally omitted.13.107
    
    Loss of Right to do Business. If Tenant is a corporation or limited
partnership, Tenant fails to maintain its right to do
business in the State of Texas or fails to pay any applicable annual franchise taxes as and
when same become finally due and
payable; provided, however, such failure shall not constitute a default if such right is
reinstated, or such tax is paid, within
thirty (30) days after Tenant receives notice of such failure or past-due tax.13.108
    
    Dissolution or Liquidation. Except in connection with a reorganization permitted
under Rider 5 to the Lease, if Tenant is a
corporation or partnership, Tenant dissolves or liquidates or otherwise fails to maintain its
corporate or partnership structure,
as applicable.
   13.201
    
    Termination of the Lease. Upon the occurrence of a default (as set forth in Section
13.1 above) by Tenant hereunder, Landlord may, without judicial process, terminate this Lease
by giving written notice thereof to Tenant (whereupon all obligations and liabilities of
Landlord hereunder shall terminate) and, without further notice, demand or liability, enter
upon the Premises or any part thereof, take absolute possession of the same, by picking or
changing locks if necessary, and lockout, and expel or remove Tenant and any other person or
entity who may be occupying the Premises. Tenant shall have seven (7) days after the
termination to remove Tenants property in the Premises (but such removal right shall not
entitle Tenant to possession of the Premises). Landlord shall be entitled to recover all loss
and damage Landlord may suffer by reason of such termination, whether through inability to
relet the Premises on satisfactory terms or otherwise, including without limitation, the
following (without duplication of any element of damages):
     13.202
    
    Repossession and Re-Entry. Upon the occurrence of a default (as set forth in
Section 13.1 above) by Tenant hereunder, Landlord may, without judicial process, immediately
terminate Tenants right of possession of the Premises, but not terminate this Lease, and,
without notice, demand or liability, enter upon the Premises or any part thereof, take
absolute possession of the same, by picking or changing locks if necessary, and lockout, and
expel or remove Tenant and any other person or entity who may be
occupying the Premises. If
Landlord terminates Tenants possession of the Premises under this subsection 13.202, (i)
Landlord shall have no obligation whatsoever to tender to Tenant a key for new locks
installed in the Premises, (ii) Tenant shall have no further right to possession of the
Premises and (iii) Landlord will have the right to relet the Premises or any part thereof on
such terms as Landlord deems advisable, taking into account the factors described in
subsection 13.206. Any rent received by Landlord from reletting the Premises or a part
thereof shall be applied first, to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the
payment of any reasonable cost of such reletting, including, without limitation, refurbishing
costs, reasonable attorneys fees, advertising costs, brokerage fees and leasing commissions
and third, to the payment of Rent due and unpaid hereunder (in such order as Landlord shall
designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor
from time to time. Landlord shall not be responsible or liable for any failure to relet the
Premises or any part thereof or for any failure to collect any rent due upon any such
reletting. No such re-entry or taking of possession of the Premises by Landlord shall be
construed as an election on Landlords part to terminate this Lease unless a written notice
of such termination is given to Tenant pursuant to subsection 13.201 above. If Landlord
relets the Premises,
  -18-




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##### 



either before or after the termination of this Lease, all such rentals received from such
lease shall be and remain the exclusive property of Landlord and Tenant shall not be, at any
time, entitled to recover any such rental. Landlord may at any time after a reletting elect
to terminate this Lease.13.203
    
    Cure of Default. Upon the occurrence of a default (as set forth in Section 13.1
above) hereunder by Tenant, Landlord may,
without judicial process and without having any liability therefor, enter upon the Premises
and do whatever Tenant is
obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on
demand for any reasonable
expenses which Landlord may incur in effecting compliance with Tenants obligations under this
Lease, and Tenant further
agrees that Landlord shall not be liable for trespass from such action.13.204
    
    Continuing Obligations. No repossession of or re-entering upon the Premises or any
part thereof pursuant to subsection
13.202 or 13.203 above or otherwise and no reletting of the Premises or any part thereof
pursuant to subsection 13.202
above shall relieve Tenant or any Guarantor of its liabilities and obligations hereunder, all
of which shall survive such
repossession or re-entering. In the event of any such repossession of or re-entering upon the
Premises or any part thereof by
reason of the occurrence of a default, Tenant will continue to pay to Landlord Rent required
to be paid by Tenant provided
this Lease is not terminated.13.205
    
    Cumulative Remedies. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any
other right or remedy set forth herein or otherwise available to Landlord at law or in equity
and each and every right and
remedy shall be cumulative and in addition to any other right or remedy given hereunder or now
or hereafter existing at law
or in equity or by statute. In addition to the other remedies provided in this Lease and
without limiting the preceding
sentence, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive
relief in case of the violation, or
attempted or threatened violation, of any of the covenants, agreements, conditions or
provisions of this Lease, or to a decree
compelling performance of any of the covenants, agreements, conditions or provisions of this
Lease, or to any other remedy
allowed to Landlord at law or in equity. Notwithstanding anything to the contrary set forth
herein, in no event shall Tenant
be liable for special or consequential damages for a breach of or default under this Lease
except as set forth in Section 1.4
above or in this Section 13.2.13.206
    
    Mitigation of Damages. With respect to the laws of the State of Texas which require
that Landlord use reasonable efforts to
relet the Premises, it is understood and agreed that:
         13.401
    
    Tenants Rights in Respect of Landlord Default. Tenant is granted no contractual
right of termination by this Lease, except to the extent and only to the extent set forth in
Sections 7.1 and 8.2 above and Rider H-2 attached hereto. If Tenant shall recover a money
judgment against Landlord, such judgment shall be satisfied only out of the right, title and
interest of Landlord in the Property as the same may then be encumbered and Landlord shall not be
liable for any deficiency. If Landlord is found to be in default hereunder by reason of its failure
to give a consent that it is required to give hereunder, Tenants sole remedy will be an action for
specific performance or injunction. The foregoing sentence shall in no event be
  -19-




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TENANT HEREBY WAIVES ITS STATUTORY
LINE UNDER SECTION 91.004 OF THE TEXAS PROPERTY CODE.
 13.402
    
    Certain Limitations on Landlords Liability. UNLESS
COVERED BY SUBSECTION 7.502 ABOVE OR CAUSED BY LANDLORDS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AND WITHOUT LIMITING THE PROVISIONS
OF SECTION 7.4, LANDLORD SHALL NOT BE LIABLE TO TENANT FOR ANY
CLAIMS, ACTIONS, DEMANDS, COSTS, EXPENSES, DAMAGE OR LIABILITY OK
ANY KIND(i) arising out of the use, occupancy or enjoyment of the
Premises by Tenant or any person therein or holding under Tenant or
by or through the acts or omissions of any of their respective
employees, officers, agents, invitees or contractors, (ii) caused by
or arising out of fire, explosion, falling sheetrock, gas,
electricity, water, rain, snow or dampness, or leaks in any part of
the Premises, (iii) caused by or arising out of damage to the roof,
pipes, appliances or plumbing works or any damage to or malfunction
of heating, ventilation or air conditioning equipment, (iv) caused
by tenants or any persons either in the Premises or elsewhere in the
Building (other than Common Areas) or by occupants of property
adjacent to the Building or Common Areas or by the public or by the
construction of any private, public or quasi-public work or (v)
caused by any act, neglect or negligence of Tenant. In no event
shall Landlord be liable to Tenant for any loss of or damage to
property of Tenant or of others located in the Premises, the
Building or any other part of the Property by reason of theft or
burglary.
 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT
 TENANT HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE
TRADE PRACTICES -CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE
TEXAS BUSINESS AND COMMERCE CODE (THE DTPA), A LAW THAT GIVES CONSUMERS
SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF
TENANTS OWN SELECTION, TENANT VOLUNTARILY CONSENTS TO THIS WAIVER.
 LANDLORD HEREBY WAIVES ANY STATUTORY LIEN
IT MAY HAVE IN CONNECTION WITH TENANTS PROPERTY.
 
  
     -20-




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Exhibit A
          -21-




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Exhibit F
          -22-




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##### 



LANDLORDTHE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporationBy:
    
    PM Realty Group,
L.P., a Delaware limited partnership, its duly
authorized agentBy:
    
    /s/ Bernard DeatonName:
    
    Bernard DeatonTitle:
    
    Senior Vice President /Managing directorTENANTT-NETIX, INC., a Delaware corporationBy:
    
    /s/ Wayne A. JohnsonName:
    
    Wayne A. JohnsonTitle:
    
    Vice PresidentPRUDENTIAL OFFICE LEASE 2003
 -23-




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##### 



A-1




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##### 



B-1




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##### 



C-1




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##### 



1.
    
    Plans.
 Space Plan
 Compliance With Disability Acts TENANT SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY
AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION REASONABLE
ATTORNEYS FEES AND EXPENSES) INCURRED BY OR ASSERTED AGAINST LANDLORD BY REASON OF OR IN
CONNECTION WITH ANY VIOLATION OF THE DISABILITY ACTS ARISING FROM OR OUT OF
 Construction Plans
 Changes to Approved Plans
 Coordination of Planners and Designers
  D-1




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##### 



2.
    
    Construction and Costs of Tenants Improvements.
 2.1
    
    Construction Obligation and Finish Allowance.
 (a)
    
    Landlord agrees to construct Tenants Improvements, at Tenants cost and expense;
provided, however, provided Tenant is not in default, Landlord shall provide Tenant with
an allowance of up to $30.00 per square foot of Agreed Rentable Area in the Premises
(the Finish Allowance), which allowance shall be disbursed by Landlord, from time to
time, for payment of (in the following priority) (i) the contract sum required to be
paid to the general contractor engaged to construct Tenants Improvements, which
contract sum shall include without limitation, the costs of any and all payment and
performance bonds required by Landlord in connection with the construction of Tenants
Improvements, any step up electrical transformers which are necessary to provide any
electrical service required by Tenant which exceeds the existing Building riser
capacity, and any other costs incurred by such general contractor to comply with the
construction requirements applicable to the Building (the Contract Sum), (ii) the fees
of the preparer of the Space Plan and the Construction Plans, (iii) up to $0.50 per
rentable square foot of Agreed Rentable Area in the Premises for Tenants signage as
provided in Rider 6 to this Lease; (iv) up to $1.25 per square foot of Agreed Rentable
Area in the Premises for purchase and installation of Tenants data and
telecommunications cabling; (v) up to $6.00 per square foot of Agreed Rentable Area in
the Premises for Tenants moving costs, equipment, appliances and furnishings (exclusive
of data and telecommunications cabling); and (vi) the fees and expenses of Tenants
construction manager, if any, as hereinafter provided (the foregoing costs are
collectively referred to as the Permitted Costs). Landlord shall not charge any
construction management fee to Tenant in connection with Landlords construction of the
Tenants Improvements. In the event Tenant elects to hire its own construction manager,
then (A) Tenant must do so prior to the commencement of the bidding process set forth in
Section 2.2 below, (B) the construction manager selected shall be subject to Landlords
reasonable approval, and (C) all fees and expenses of such construction manager shall be
paid by Tenant, provided Tenant may use up to five percent (5%) of the Finish Allowance
(i.e., up to $1.50 per square foot of Agreed Rentable Area in the Premises) to pay such
fees and expenses of its construction manager. Landlord shall not be required to
disburse any of the amounts set forth in (iii) through (vi) above unless Tenant provides
receipts and proof of delivery and/or installation of the item (if applicable) along
with its request for disbursement of the portion of the Finish Allowance allocable
thereto. Further, any disbursements of the Finish Allowance directly to Tenant for the
amounts set forth in (iii) through (vi) above shall not be made until the Commencement
Date has occurred and Tenant is in occupancy of the Premises for the purpose of
conducting its business therein. In the event any Finish Allowance remains unexpended
after payment of the Permitted Costs, such excess shall be the sole property of
Landlord. Space planning and MEP engineering costs shall be charged as set forth in the
attached memo dated October 26, 2004 from The idGROUP; provided that Tenant acknowledges
and agrees that the costs set forth on the attached memo are estimates only (based on
information provided by Tenant regarding Tenants intended improvements) and the unit
price per square foot is based on a limited number of revisions by Tenant.
 (b)
    
    Title to any equipment, appliances, furnishings or personalty installed in the
Premises and purchased with any portion
of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof
and Tenant shall not remove
any such equipment, appliances, furnishings or personalty from the Premises prior to
the expiration of the initial Term
of the Lease without Landlords express, prior written consent. Provided that Tenant is
not in default under the Lease
at the expiration of the initial Term, title to any furniture or furnishings (but not
equipment or appliances) purchased
with any portion of the Finish Allowance shall pass to Tenant, WITHOUT ANY
REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, QUALITY,
CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF THE FURNITURE, ALL OF SUCH
REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND DENIED, and
Tenant shall remove the same from the Premises upon the termination of the Lease.
Dining the Term, the risk of loss
for loss, theft, damage or destruction of the equipment, appliances, furnishings or
personalty installed in the Premises
and purchased with any portion of the Finish Allowance shall be borne by Tenant.
 (c)
    
    Tenant shall have the right to use, at Tenants option, any existing light
fixtures, appliances, doors, mini-blinds, door
frames and hardware, HVAC units, ceiling tiles and ceiling grid currently located in
the Premises at no cost to Tenant
provided that the same comply with all applicable laws.
 Bidding Process
 Excess Costs
 Liens Arising from Excess Costs
  D-2




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##### 



Construction Deposit
 Delays
 Substantial Completion and Punch List.
 Tenants Contractors.
 (a)
    
    Tenant shall use only such contractors which Landlord shall approve in its
reasonable discretion and Landlord shall
have approved the plans to be utilized by Tenant, which approval will not be
unreasonably withheld; and
 (b)
    
    Tenant, its contractors, workmen, mechanics, engineers, space planners or such
others as may enter the Premises
(collectively, Tenants Contractors), work in harmony with and do not in any way
disturb or interfere with
Landlords space planners, architects, engineers, contractors, workmen, mechanics or
other agents or independent
contractors in the performance of their work (collectively, Landlords Contractors),
it being understood and agreed
that if entry of Tenant or Tenants Contractors would cause, has caused or is causing a
material disturbance to
Landlord or Landlords Contractors, then Landlord may, with notice, refuse admittance
to Tenant or Tenants
Contractors causing such disturbance; and
 (c)
    
    Tenant (notwithstanding the first sentence of subsection 7.201 of the
Supplemental Lease Provisions), Tenants
Contractors and other agents shall provide Landlord sufficient evidence that each is
covered under such Workers
Compensation, public liability and property damage insurance as Landlord may reasonably
request for its protection.
   D-3




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Landlords Additional Work.
 Construction Representatives.
 LANDLORDS REPRESENTATIVE:NAME
    
    Kerry BurdenADDRESS
    
    8111 LBJ Freeway, Suite 680Dallas, Texas 75251PHONE
    
    (972) 680-0106TENANTS REPRESENTATIVE:NAME
    
    Bob RaeADDRESS
    
    8201 Tristar DriveIrving, Texas 75063PHONE
    
    (972)953-4285
  D-4




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(IDGROUP LOGO)Job#: 62-Re: Evercom/T-NETIXDate: October 26, 2004Building Name: The PrincetonTo:
    
    DMC PropertiesDave Besserer17120 N. Dallas Pkwy., Ste. 235
    
    Suite:Dallas, TX 75248
    
    USF:RSF: approx. 51,000
 Work Authorized
    
    Unit
Price
    
    CostBasic Services:Programming
    
    .04/sf
    
    $
    2,040.00Original
Space Planning (including one revision)
    
    .08/sf
    
    $
    4,080.00Revised Spae Planning
    
    .04/sf
    
    $
    2,040.00Design Development/ Finsih Selection
    
    .08/Sf
    
    $
    4,080.00Construction
Documents  not including TAS fee
    
    .32/sf
    
    $
    16,320.00Above Std Details/Elevations (including restrooms)
    
    hourly (estimate)
    
    $
    6,500.00MEP fees (standard office area)
    
    .35/sf
    
    $
    17,850.00Sub total
    
    1.04/sf
    
    $
    52,910.00Optional or Revision Services:The following items will involve
above-standard design and co-ordination by The
idGROUP and/or the MEP engineer. The fees for these items will be directly
related to how involved the client wants or needs us to be. A firm fee
will be provided before any work is performed.Design fees
for NOC/Call CenterAV design coordinationFurniture selection/specification/coordinationConstruction
Administration (8hrs/wk for 6 weeks)
    
    $65/hour- hourly
    
    $3,120.00 estimateAuthorized Cost Estimate:Reimbursable Estimate (including TAS fee):
    
    
    
    
    
    $
    5,000.00Total Authorized Cost Estimate:
    D-5




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##### 



1.
    
    Except for the Punch List Items (as shown on the attached Punch List) and latent defects
reported to Landlord within one (1)
year of the Commencement Date, Landlord has fully completed the construction work required
under the terms of the Lease and the Work Letter attached thereto.2.
    
    The Premises are tenantable, Landlord has no further obligation for construction (except with
respect to Punch List Items) and
Tenant acknowledges that the Building, the Premises and Tenants Improvements are satisfactory
in all respects, except for the
Punch List Items and are suitable for the Permitted Use.3.
    
    The Commencement Date of the Lease is  , . If the date set forth in Item 8 of the Basic Lease Provisions
is different than the date set forth in the preceding sentence, then Item 8 of the Basic Lease
Provisions is hereby amended to be the Commencement Date set forth in the preceding sentence.4.
    
    The Expiration Date of the Lease is  , . If the date set forth in Item 9 of the
Basic Lease Provisions is different than the date set forth in the preceding sentence, then Item 9 of the Basic Lease
Provisions is hereby amended to be the Expiration Date set forth in the preceding sentence.5.
    
    Tenant acknowledges receipt of the current Rules and Regulations for the Building as set forth
in Exhibit G to the Lease.6.
    
    Tenant represents to Landlord that Tenant has received a final Certificate of Occupancy covering
the Premises.7.
    
    Tenants telephone number at the Premises is . Tenants facsimile number at the Premises is.8.
    
    All capitalized terms not defined herein shall have the meaning assigned to them in the Lease.9.
    
    Tenant and each person signing this Acceptance of Premises Memorandum on behalf of Tenant
represents to Landlord that (i)
Tenant has the full right and authority to enter into this Acceptance of Premises Memorandum,
and (ii) each person signing on
behalf of Tenant was and continues to be authorized to do so. Landlord represents to Tenant
that (i) Landlord has the full right
and authority to enter into this Acceptance of Premises Memorandum, and (ii) each person
signing on behalf of Landlord was and continues to be authorized to do so.
 
 LANDLORDTHE PRUDENTIAL INSURANCE COMPANY OF AMERICA,a New Jersey corporationBy:
    
    PM Realty Group, L.P., a Delaware limited partnership, its duly authorized agentBy:Name:Title:TENANTT-NETIX, INC., a Delaware corporationBy:Name:Title:
  E-1




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##### 



1.
    
    Parking Spaces. So long as the Lease remains in effect and the Premises are the
initial Premises, Tenant shall rent on (i) a
reserved basis fifteen (15) designated parking spaces on the first level of the Garage during
the Term of this Lease and (ii) an
unreserved first-come, first-served basis one (1) parking space per 250 square feet of Agreed
Rentable Area in the Premises in,
or on the roof of, the Garage and/or in the surface lots around the Building during the Term
of this Lease. If the size of the
Premises increases or decreases during the Term of this Lease, the number of unreserved
parking spaces rented by Tenant shall
increase or decrease such that Tenant shall lease one (1) unreserved parking space for each
250 square feet of Agreed Rentable
Area in the Premises. If the size of the Premises decreases, the number of reserved parking
spaces which Tenant is entitled to
rent shall decrease proportionately with the decrease in size of the Premises; however, if the
size of the Premises increases,
Tenant shall not have the right to rent an increased number of reserved parking spaces.In addition to the parking spaces specified in the foregoing paragraph, during the initial
Term Tenant may, upon thirty (30) days prior written notice to Landlord, rent up to one (1)
additional unreserved parking space in or on the roof of the Garage and/or in the surface lots
around the Building for each 1,000 square feet of Agreed Rentable Area in the Premises (the
Additional Spaces), to the extent such parking spaces are available, which determination
shall be made in Landlords sole reasonable determination. Landlord shall have the right to
terminate Tenants lease of any or all of the Additional Spaces as of the first day of any
calendar month during the Term by giving sixty (60) days prior written notice thereof.2.
    
    Parking Rental. The rent for the foregoing parking spaces (including the Additional
Spaces) during the initial Term shall be
$0.00 per space. Thereafter, the rent for such parking spaces shall be the rate determined in
accordance with the Rider 1 to the
Lease, plus applicable sales tax. All payments of rent for parking spaces shall be made (i) at
the same time as Basic Monthly
Rent is due under the Lease and (ii) to Landlord or to such persons (for example but without
limitation, the manager of the
Garage) as Landlord may direct from time to time.3.
    
    Lost Parking Cards. There will be a replacement charge payable by Tenant equal to the
amount posted from time to time by
Landlord for loss of any magnetic parking card or parking sticker issued by Landlord.4.
    
    Validation. Tenant may validate visitor parking, by such method or methods as
Landlord or the Garage operator may approve,
at the validation rate from time to time generally applicable to visitor parking. Landlord
expressly reserves the right to
redesignate parking areas and to modify the parking structure for other uses or to any extent;
provided that such modifications
shall not reduce Tenants rights under this Exhibit F.5.
    
    Parking Stickers and Cards. Parking stickers or any other device or form of
identification supplied by Landlord shall remain
the property of Landlord and shall not be transferable.6.
    
    Damage to or Condemnation of Garage. If Landlord fails or is unable to provide any
parking space to Tenant in the Garage
because of damage or condemnation, such failure or inability shall never be deemed to be a
default by Landlord as to permit
Tenant to terminate the Lease, either in whole or in part, but Tenants obligation to pay rent
for any such parking space which is
not provided by Landlord shall be abated for so long as Tenant does not have the use of such
parking space and such abatement
shall constitute full settlement of all claims that Tenant might otherwise have against
Landlord by reason of such failure or
inability to provide Tenant with such parking space. In the event of a casualty affecting the
Garage, provided the Lease is not
terminated pursuant to Article 7 of the Lease, Landlord shall use commercially reasonable
efforts to restore the Garage as soon
as reasonably practicable.7.
    
    Rules and Regulations. A condition of any parking shall be compliance by the parker
with Garage rules and regulations,
including any sticker or other identification system established by Landlord. Garage managers
or attendants are not authorized
to make or allow any exceptions to these Rules and Regulations. The following rules and
regulations are in effect until notice
is given to Tenant of any change. Landlord reserves the right to modify and/or adopt such
other reasonable and generally
applicable rules and regulations for the Garage as it deems necessary for the operation of the
Garage; provided that such
modifications or new rules shall not reduce the number of parking spaces available to Tenant
under this Exhibit.
 (a)
    
    Cars must be parked entirely within the stall lines painted on the floor.(b)
    
    All directional signs and arrows must be observed.(c)
    
    The speed limit shall be five (5) miles per hour.(d)
    
    Parking is prohibited in areas not striped for parking, aisles, areas where no
parking signs are posted, in cross
hatched areas and in such other areas as may be designated by Landlord or Landlords
agent(s) including, but not
limited to, areas designated as Visitor Parking or reserved spaces not rented under
this Exhibit F.(e)
    
    Every parker is required to park and lock his own car. All responsibility for
damage to cars or persons or loss of
personal possessions is assumed by the parker.(f)
    
    Spaces which are designated for small, intermediate or full-sized cars shall be so
used. No intermediate or full-size
cars shall be parked in parking spaces limited to compact cars.
  F-1




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8.
    
    Default. Landlord may refuse to permit any person who violates the rules to park in
the Garage and any violation of the rules shall subject the car to removal at the car owners
expense. No such refusal or removal shall create any liability on Landlord or be deemed to
interfere with Tenants right to quiet possession of the Premises. If holders of more than fifteen
(15) of Tenants parking access cards for unreserved first-come, first served parking spaces are
unable to find a parking space in the Garage for five (5) consecutive business days, then Tenant
shall provide Landlord with a detailed notice specifying the applicable facts. Within thirty (30)
days of receipt of such notice and confirmation of such facts, Landlord shall make commercially
reasonable efforts to locate and provide suitable additional or alternative covered parking to
Tenant for the number of spaces displaced. Landlord shall use its reasonable business judgment in
connection with granting parking rights to tenants in the Building so as to minimize the occasions
that Tenants allotted number of parking spaces in the Garage are not available for use by Tenant
  F-2




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G-1




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G-2




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3
  I.
    
    Office Areas
 A.
    
    Daily
 1.
    
    Dust and wipe clean all furniture, fixtures, shelving, cabinets.
However, desks with loose papers on the top will not be cleared.2.
    
    Spot clean all vertical desk surfaces.3.
    
    Ash trays are to be emptied, washed and dried.4.
    
    Hardwood floors will be swept daily.5.
    
    Office wastepaper will be emptied. Liners will be replaced as required.6.
    
    Vacuum all carpet in offices, moving light furniture other than
desks, file cabinets, etc. Remove any spot on carpet, when possible.7.
    
    Dust and spot mop all resilient tile floor areas. All floor edges will be damp
mopped.8.
    
    All telephones will be cleaned and sanitized, if possible.9.
    
    Spot clean all surfaces and columns. All glass partitions will be spot cleaned.10.
    
    Wipe clean all metal door knobs, light switch plates, mirrors,
kick plates, door saddles and directional signs.11.
    
    Vacuum all traffic areas daily.
 B.
    
    Weekly
 1.
    
    Dust and clean all paneling, door trim, ornamental work, and
grilles, ventilating louvers, baseboards and
entire doors.2.
    
    Resilient rile floors will be buffed Bi-Monthly.
 C.
    
    Monthly
 1.
    
    Complete all high dusting.2.
    
    Dust and wipe clan all air diffusers and ceiling ventilators.
 D.
    
    Quarterly
 1.
    
    Scrub and refinish all resilient tile floor areas.
 E.
    
    Semi-Annually
 1.
    
    Strip and refinish all resilient floor areas.
 II.
    
    RESTROOMS
 A.
    
    Daily
 1.
    
    All restroom floors are to be swept and washed with disinfectant.2.
    
    Basins, toilet bowls, and urinals are to be washed and disinfected.3.
    
    Clean and disinfect both sides of every toilet seat.4.
    
    Mirrors, shelves, plumbing work, bright work, and enamel surfaces will be wiped down.
  H-1




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5.
    
    Remove spots, stains, splashes from all wall areas, door frames, light
switches, etc.6.
    
    Waste receptacles will be emptied and cleaned. Soap, toilet paper,
toilet set covers, towel, and sanitary napkin/tampon dispensers will be filled.7.
    
    Tile walls and dividing partitions will be spot cleaned.8.
    
    Dust top of all toilet partitions.
 B.
    
    Weekly
 1.
    
    Tile walls and dividing partitions will be washed and disinfected weekly.
 C.
    
    Monthly
 1.
    
    Thoroughly scrub floors. Pay special attention to corners and edges, base of walls
and grouting.
 III.
    
    COMMON AREAS
 A.
    
    Daily
 1.
    
    All hard surface floors are to be swept and/or dust mopped with
dust control treated mops or other effective
tools, and left clean and free of dust (includes cove base and/or carpet caps).2.
    
    Carpets are to be vacuumed, and spot cleaned.3.
    
    Main lobby floors are to be wiped and washed.4.
    
    Spot clean all walls where possible, dust floor to ceiling as needed.5.
    
    Clean entrance glass. Clean entrance doors. Polish thresh plates. (Double doors
in/outside)6.
    
    Clean directory board.7.
    
    Waste receptacles are to be emptied.8.
    
    All water fountains are to be sanitized and polished.9.
    
    Lobby furniture is to be dusted and vacuumed.10.
    
    Remove trash in stairwells.11.
    
    All interior glass is to be spot cleaned.
 B.
    
    Weekly
 1.
    
    Dust and clean all paneling, ornamental work, grilles, ventilating
louvers, stairwell banisters, baseboards and entire doors.2.
    
    Resilient tile floors will be buffed Bi-Monthly.3.
    
    Stairwells will be swept and mopped.
 C.
    
    Monthly
 1.
    
    Complete all high dusting2.
    
    Dust and wipe clean all air diffusers and ceiling ventilators.
 D.
    
    Quarterly
 1.
    
    Scrub and refinish all resilient tile floor areas.
 E.
    
    Semi-Annaually
 1.
    
    Strip and refinish all resilient floor areas.
 IV.
    
    ELEVATORS
 A.
    
    Daily
 1.
    
    Clean and vacuum floors.
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2.
    
    Clean walls.3.
    
    Clean ceilings.4.
    
    Clean doors and scrub tracks.
 B.
    
    Weekly
 1.
    
    Polish cab walls, control panel, and door.2.
    
    Clean and polish cab walls, control panels, and door of garage elevator cabs.
 C.
    
    Monthly
 1.
    
    Thoroughly scrub floors of the garage elevator cabs. Pay special attention to corners and
edges.
 D.
    
    Semi-Annually
 1.
    
    Strip and finish resilient floor in the garage elevator cabs.
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RIDER 1
 RENEWAL OPTION
  1.
    
    If, and only if, on the Expiration Date and the date Tenant notifies Landlord of its
intention to renew the Term of this Lease (as provided below), (i) Tenant is not then in
default under this Lease, (ii) Tenant then occupies and the Premises then consist of at least
51,283 square feet of Agreed Rentable Area and (iii) this Lease is in full force and effect,
then Tenant, but not any assignee (other than an Affiliate, as defined in Rider 5) or
subtenant of Tenant, shall have and may exercise an option to renew this Lease for two (2)
additional terms of three (3) years each (each, a Renewal Term) upon the same terms and
conditions contained in this Lease with the exceptions that (x) this Lease shall not be
further available for renewal after the expiration of the second Renewal Term, and (y) the
rental (including parking rent, Additional Rent and Basic Annual Rent) for each Renewal Term
shall be the Renewal Rental Rate. The Renewal Rental Rate is hereby defined to mean the
then prevailing rents (including, without limitation, those similar to the Basic Annual Rent
and Additional Rent) payable by renewal and new tenants having a credit standing substantially
similar to that of Tenant, for properties of equivalent quality, size, utility and location as
the Premises, including any additions thereto, located within the area described below and
leased for a term approximately equal to the applicable Renewal Term and with a base year for
purposes of determining Additional Rent being calendar year in which the Renewal Term
commences. The Renewal Rental Rate will take into consideration the tenant inducements
offered in the transactions considered by Landlord in determining the Renewal Rental Rate, and
Tenant shall be entitled to receive such inducements and Tenants base year shall be adjusted
to the calendar year in which the Renewal Term commences. The parking rent payable by Tenant
shall also be determined in connection with the determination of the Renewal Rental Rate.2.
    
    If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of its
intention to renew on or before the date which is at least six (6) months but no more than
twelve (12) months prior to the Expiration Date (or expiration date of the first Renewal Term,
as applicable). Landlord shall, within the next thirty (30) days, notify Tenant in writing
of Landlords determination of the Renewal Rental Rate and Tenant shall, within the next
twenty (20) days following receipt of Landlords determination of the Renewal Rental Rate,
notify Landlord in writing of Tenants acceptance or rejection of Landlords determination of
the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenants acceptance of
Landlords determination of the Renewal Rental Rate, this Lease shall be extended as provided
herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the
extension of the Term and changes in Rent in accordance with this Rider; but an otherwise
valid exercise of the renewal option shall be fully effective whether or not such amendment is
executed. If Tenant does not notify Landlord in writing of Tenants acceptance or rejection of
Landlords determination of the Renewal Rental Rate within such twenty (20) day period, this
Lease shall end on the Expiration Date (or expiration date of the first Renewal Term, as
applicable) and Landlord shall have no further obligations or liability under this Rider. If
Tenant timely notifies Landlord in writing of Tenants rejection of Landlords determination
of the Renewal Rental Rate, the parties shall work together to agree on the Renewal Rental
Rate and if the parties do not reach an agreement within thirty (30) days after Tenants
rejection notice, Tenant, by written notice to Landlord (the Arbitration Notice) within ten
(10) days after the expiration of such thirty (30) day period, shall have the right to have
the Renewal Rental Rate determined in accordance with the arbitration procedures described in
paragraph 4 below. If the Renewal Rental Rate has not been determined by the commencement
date of the applicable Renewal Term, Tenant shall pay Rent upon the terms and conditions in
effect during the last month of the immediately preceding Term (or Renewal Term, as
applicable) for the Premises until such time as the Renewal Rental Rate has been determined.
Upon such determination, the Rent for the Premises shall be retroactively adjusted to the
commencement of the applicable Renewal Term. If such adjustment results in an underpayment of
Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30)
days after the determination thereof. If such adjustment results in an overpayment of Rent
by Tenant, Landlord shall credit the overpayment against the next Rent due under the Lease. In
the event an Affiliate assignee of Tenant exercises the Renewal Option set forth herein,
Tenant shall remain liable under the Lease for all of the obligations of the tenant hereunder
during such Renewal Term, whether or not Tenant has consented to or is notified of such
renewal and Landlord shall have no obligation to obtain the consent of Tenant or to notify
Tenant of such renewal.3.
    
    The market area with respect to which the Renewal Rental Rate will be determined is the
portion of the North Dallas Tollway Corridor in Dallas, Texas which lies within a two-mile
radius of the Building.4.
    
    If Tenant timely delivers an Arbitration Notice, then:
 (i)
    
    Landlord and Tenant shall each appoint a real estate broker who is a member of the
Commercial Board of Realtors of Dallas, Texas (who shall not be required to be a
disinterested broker) with at least ten (10) years experience who is familiar with rental
values for properties in the vicinity of the Building. Each party will make the
appointment no later than ten (10) days after Landlords receipt of the Arbitration
Notice. The agreement of the two brokers as to the Renewal Rental Rate for the applicable
Renewal Term will be binding upon landlord and Tenant. If the two (2) brokers cannot
agree upon the Renewal Rental Rate within fifteen (15) days following their appointment,
they shall within ten (10) days thereafter agree upon a real estate broker (the
Independent Broker) with the qualifications set forth in subparagraph (ii) below.
Immediately thereafter, each of the brokers will submit his best estimate of the Renewal
Rental Rate for the applicable Renewal Term (together with a written report supporting
such estimate) to the Independent Broker and such broker will choose between the two
estimates. The estimate of the Renewal Rental Rate chosen by the Independent Broker as
the closest to the Renewal Rental Rate will be binding upon Landlord and Tenant.
Notification in writing of this estimate shall be made to Landlord and Tenant within
fifteen (15) days following the selection of the Independent Broker.
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(ii)
    
    If either Tenant or Landlord fails to appoint a broker or fails to notify the other party
of such appointment within five (5) days after receipt of notice that the prescribed time for
appointing the brokers has passed, then the other partys broker will determine the Renewal
Rental Rate for the Renewal Term which must be reasonable within the context of the market.
The Independent Broker must be a disinterested, reputable, qualified real estate broker who is
a member of the Commercial Board of Realtors of Dallas, Texas with at least ten (10) years
experience who is familiar with rental values from properties in the vicinity of the Building.(iii)
    
    If an Independent Broker must be chosen under the procedure set out above, he will be
chosen on the basis of objectivity and competence, not on the basis of his relationship with
the brokers or the parties to this Lease, and the brokers will be so advised. Although the
brokers will be instructed to attempt in good faith to agree upon the broker, if for any
reason they cannot agree within the prescribed time, either Landlord or Tenant may require
the brokers to immediately submit its top choice for the Independent Broker to the then
highest ranking officer of the Dallas County Bar Association who wilt agree to help and who
has no attorney/client or other significant relationship to either Landlord or Tenant or the
brokers. Such officer will have complete discretion to select the most objective and
competent independent broker from between the choice of each of the brokers, and will do so
within twenty (20) days after such choices are submitted to him.(iv)
    
    Either Landlord or Tenant may notify the broker selected by the other party to demand the
submission of an estimate of the Renewal Rental Rate or a choice of the Independent Broker as
required under the procedure described above; and if the submission of such an estimate or
choice is required but the other partys broker fails to comply with the demand within ten
(10) days after receipt of such notice, then the Renewal Rental Rate or choice of the
Independent Broker, as the case may be, selected by the other broker (i.e., the notifying
partys broker) will be binding upon Landlord and Tenant.(v)
    
    Landlord and Tenant shall each bear the expense, if any, of the broker appointed by it, and
the expense of the Independent Broker and of any officer of the Dallas County Bar Association
who participates in the appraisal process described above will be shared equally by Landlord
and Tenant.(vi)
    
    If for any reason the Renewal Rental Rate has not been determined prior to the commencement
of the applicable Renewal Term, then during such Renewal Term until the Renewal Rental Rate
is determined in accordance with the procedure described above, Tenant shall pay Basic Annual
Rent at the rate that is 125% of the rate of Basic Annual Rent which applied prior to such
Renewal Term. Later, when the Renewal Rental Rate for the Renewal Term is determined, an
adjustment will be made between Landlord and Tenant for any overpayment or underpayment of
the Renewal Rental Rate resulting from the operation of this subparagraph. Any underpayment
of the Renewal Rental Rate for the period prior to such determination will be paid with the
installment of Basic Annual Rent next due after such determination, and any overpayment of
the Renewal Rental Rate shall be applied as an offset by Landlord against Tenants next
maturing installments of Rent.
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RIDER 2
 EXPANSION OPTION
FIFTH FLOOR
  A.
    
    Subject to the remaining provisions of this Rider, Tenant shall have the option and right
(the Expansion Option) to lease from Landlord all or any portion of the area of the
Building consisting of the entire fifth (5th) floor of the Building and more particularly
described on Schedule A attached hereto (the Expansion Space). Tenant shall
exercise the Expansion Option, if at all, by delivering written notice of such exercise (such
notice, the Notice), which Notice shall contain a description of the size and location of
the portion of the Expansion Space desired by Tenant (or stating that it desires to expand by
the entire Expansion Space, as the case may be), on or before the date which is six (6)
months following the Commencement Date. If Tenant properly exercises the Expansion Option as
to a portion of the Expansion Space (such portion, the Initial Expansion Space), the
configuration of the Initial Expansion Space must not, in Landlords reasonable judgment,
cause the adjacent area to be a non-leasable configuration or non-leasable amount of useable
area, and the locations of demising walls, corridors and exit locations in the Initial
Expansion Space must meet all applicable laws, codes and ordinances. Further, if Tenant
exercises the Expansion Option within the six (6) month period stated above with respect to
any Initial Expansion Space, then Tenant shall have the option and right (the Second
Expansion Option) to lease an additional portion of the total Expansion Space contiguous to
the Initial Expansion Space, up to the size of the Initial Expansion Space (or the size of
the total remaining Expansion Space, whichever is less) (the Second Expansion Space), by
delivering a Notice to Landlord within nine (9) months after the expiration of the initial
six (6) month notice period stated above. The configuration of the Second Expansion Space
must meet the standards stated above for the configuration of the Initial Expansion Space. If
Tenant fails to exercise the Expansion Option or the Second Expansion Option as set forth
herein, then the Expansion Option and/or the Second Expansion Option, as applicable, shall be
of no further force or effect; provided however, Tenant shall have a Right of First Refusal
pursuant to Rider 3 to this Lease with respect to any Expansion Space not leased by
Tenant hereunder. Notwithstanding anything to the contrary set forth herein, in no event
shall Tenant be permitted to exercise the Expansion Option during the continuance of a
default under the Lease.B.
    
    The applicable Expansion Space shall be leased to Tenant upon all terms and conditions of
this Lease with the following exceptions:
 (a)
    
    All Expansion Space (or portions thereof) leased by Tenant shall be delivered to Tenant in
as is condition.(b)
    
    Basic Annual Rent for the applicable Expansion Space will be equal to the product of
the Agreed Rentable Area per square foot rent applicable to the Premises, as the same is
adjusted from time to time, under Item 3 of the Basic Lease Provisions, multiplied by the
Agreed Rentable Area of the applicable Expansion Space, it being the intent of the parties
that the Basic Annual Rent for the Expansion Space will be the same rate per square foot
as the Basic Annual Rent for the initial Premises at all times during
the initial Term.(c)
    
    Basic Monthly Rent for the applicable Expansion Space will be equal to one-twelfth
(l/12th) of the Basic Annual Rent for the Expansion Space.(d)
    
    Basic Annual Rent and Additional Rent for the applicable Expansion Space shall
commence on the earlier to occur of (i) the date on which the improvements in the
Expansion Space are substantially completed, provided that the initial date determined
under this clause (i) shall be adjusted backward (i.e., to an earlier date) by one (1) day
for each day of Tenant Delays (as such term is defined in the Expansion Space work
letter), (ii) the date that Tenant commences use of the Expansion Space, and (iii) the
date which is ninety (90) days after the date of the Notice applicable to such Expansion
Space.(e)
    
    Tenants Pro Rata Share Percentage for the entire Premises shall each be recalculated
based on the rentable area of the Premises following the addition of the applicable
Expansion Space to the Premises.(f)
    
    The dates for submission of the initial space plan and construction plans for the
leasehold improvements to be constructed in the applicable Expansion Space shall be agreed
to by Landlord and Tenant within five (5) days after Tenant elects to lease the applicable
Expansion Space.(g)
    
    Tenant shall be entitled to a finish allowance equal to the product of (i) the per
square foot Finish Allowance provided by Landlord with respect to the initial Premises (as
set forth in Exhibit D to this Lease), multiplied by (ii) the number of square
feet of the applicable Expansion Space, multiplied by (iii) a fraction, the numerator of
which is the number of full calendar months which remain in the initial Term from and
after the date Basic Annual Rent commences with respect to the applicable Expansion Space
and the denominator of which is the number of full calendar months in the initial Term.(h)
    
    Tenant shall have no right to occupy any portion of the Expansion Space and in no
event shall Tenant occupy any Expansion Space prior to (i) Substantial Completion of the
leasehold improvements to be constructed in the applicable Expansion Space, (ii)
issuance of a certificate of completion or other document or permit issued by the
applicable governmental authority authorizing Tenants occupancy of the applicable
Expansion Space and (iii) Landlords receipt of an Acceptance of Premises Memorandum
executed by Tenant and covering the applicable Expansion Space.
 C.
    
    Within fifteen (15) days after Landlords receipt of a Notice, Tenant and Landlord will
enter into a work letter substantially in the form of Exhibit D attached to this
Lease, provided that such form shall be amended to (i) set forth appropriate dates, (ii)
amend the finish allowance to be the amount of finish allowance calculated in accordance with
clause (g) of Paragraph B of this Rider and (iii) provide for such other matters as are
necessary to reflect the agreements of the parties with respect to the
  1




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finish out of the applicable Expansion Space. Pursuant to the work letter, Landlord shall
construct or cause to be constructed improvements in the Expansion Space in substantial
accordance with construction plans agreed to by Landlord and Tenant.
 D.
    
    Upon Substantial Completion of the applicable Expansion Space improvements, Landlord and
Tenant shall execute an Acceptance of Premises Memorandum in
substantially the form of Exhibit E attached to this Lease. If Tenant occupies any Expansion Space without executing the
Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted such Expansion
Space for all purposes.E.
    
    Within fifteen (15) days after Landlords receipt of a Notice, Landlord and Tenant will enter
into an amendment to this Lease reflecting (i) the addition of the applicable Expansion Space
to the Premises, (ii) the increase in Basic Annual Rent and Additional Rent payable under this
Lease, (iii) the increase in Tenants Pro Rata Share Percentage and (iv) such other amendments
as are necessary; provided however, an otherwise valid exercise of the Expansion Option or
Second Expansion Option shall be fully effective whether or not such amendment is executed.F.
    
    The Landlord shall not be liable for the failure to give possession of any Expansion Space by
reason of force majeure as defined in the Lease. Any rent otherwise due by Tenant with respect
to such Expansion Space shall, however, be abated until possession is delivered to Tenant and
such abatement shall constitute full settlement of all claims that Tenant might otherwise have
against Landlord by reason of any failure of Landlord to timely give possession of such
Expansion Space to Tenant during such time period as such force majeure is continuing.G.
    
    Notwithstanding any other provision or inference herein to the contrary, Tenants rights and
Landlords obligations under this Rider shall expire and be of no further force or effect on
the earliest of (i) an assignment of this Lease by Tenant other than pursuant to a Permitted
Transfer (as defined in Rider 5), (ii) a sublease of all or any portion of the Premises by
Tenant other than pursuant to a Permitted Transfer, (iii) with respect to the Expansion Option
only, the date which is six (6) months following the Commencement Date, or (iv) with respect
to the Second Expansion Option only, the date which is fifteen (15) months following the
Commencement Date.
  2




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SCHEDULE A TO RIDER 2
 EXPANSION SPACE
 
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RIDER 3
 TENANTS RIGHT OF FIRST REFUSAL
(ALL TERMS, EXCEPT LEASE TERM, BASED ON THIRD PARTY STATEMENT)
  A.
    
    If (i) Tenant does not exercise its Expansion Option set forth in Rider 2 of this Lease
within the six (6) month notice period provided therein, or (ii) Tenant exercises its
Expansion Option but does not exercise its Second Expansion Option set forth in Rider 2
within the nine (9) month notice period provided therein, then prior to leasing any of the
Expansion Space (as defined in Rider 2) as to which Tenants Expansion Option or Second
Expansion Option, as applicable, has expired (herein called the Right of First Refusal
Space) to a prospective tenant that has made a bona fide offer to Landlord that Landlord is
willing accept other than the existing tenant, Landlord shall deliver to Tenant a written
statement (Statement) pursuant to which Landlord shall offer to lease to Tenant the
applicable Right of First Refusal Space upon the terms and conditions set forth in the
Statement, with the exception that, except as set forth below, the term of the lease of the
applicable Right of First Refusal Space shall be coterminous with the Term of this Lease. The
Statement shall set forth all relevant business terms regarding the offer. Notwithstanding
the foregoing, if the remaining Term of this Lease as of the date of commencement of Tenants
obligation to pay Basic Annual Rent for the Right of First Refusal Space is less than five
(5) years, then the term of the lease of the Right of First Refusal Space shall be extended
to expire on the date which is five (5) years after the date on which Tenants Basic Annual
Rent obligation commences for the Right of First Refusal Space. Tenant shall have seven (7)
business days after receipt of the Statement within which to notify Landlord in writing that
it desires to lease the applicable Right of First Refusal Space upon the terms and conditions
set forth in the Statement (with the exception that the term will be determined as set forth
above). Failure by Tenant to notify Landlord within such seven (7) business day period shall
be deemed an election by Tenant not to lease the applicable Right of First Refusal Space and
Landlord shall have the right to lease such space to the prospective tenant upon the terms
and conditions set forth in the Statement. If Landlord enters into such a lease with the
prospective tenant within 180 days after the expiration of such seven (7) business day period
on substantially the terms set forth in the Statement, Tenant shall have no further rights
under this Rider with respect to the Right of First Refusal Space covered by such lease. If
Tenant properly exercises its Right of First Refusal as set forth herein, Landlord and Tenant
will enter into an amendment to this Lease reflecting (i) the addition of the applicable
Right of First Refusal Space to the Premises, (ii) the increase in Basic Annual Rent and
Additional Rent payable under this Lease, (iii) the increase in Tenants Pro Rata Share
Percentage, (iv) the extension of the Term of the Right of First Refusal Space, if
applicable, and (v) such other amendments as are necessary; provided however, an otherwise
valid exercise of the Right of First Refusal shall be fully effective whether or not such
amendment is executed. Notwithstanding anything to the contrary set forth herein, Landlord
shall not be obligated to deliver a Statement to Tenant during the existence of a default
(after expiration of all applicable notice and cure periods) by Tenant under the Lease and
Landlord shall be entitled to lease the Right of First Refusal Space to a Prospect without
being subject to the terms set forth in this Rider.Notwithstanding anything to the contrary set forth above, in the event there is less than
three (3) years remaining in the Term of the Lease at the time Basic Annual Rent would
commence under the lease described in the Statement, Tenants lease of such Refusal Space set
forth in the Statement shall be for the term described in the Statement and shall not be
coterminous with the Term of the Lease and Tenant shall be entitled to the finish allowance
and concessions set forth in the Statement.B.
    
    If the term for the Right of First Refusal Space set forth in the Statement is longer than
the remaining Term of the Lease and Tenant leases the Right of First Refusal Space for the
remaining Term of the Lease pursuant to Paragraph A above, then the allowance(s) provided to
Tenant in connection with such Right of First Refusal Space shall equal the allowance(s) set
forth in the Statement, if any, multiplied by a fraction, the numerator of which is the number
of full calendar months of the term for the Right of First Refusal Space from and after the
date Basic Annual Rent commences with respect to the Right of First Refusal Space, and the
denominator of which is the number of full calendar months of the term offered in the
Statement.C.
    
    If the term for the Right of First Refusal Space set forth in the Statement is shorter than
the remaining Term of the Lease and Tenant leases the Right of First Refusal Space for the
remaining Term of the Lease pursuant to Paragraph A above, then Tenant shall be entitled to
the allowance(s) set forth in the Statement, if any; however, the Basic Annual Rent for
Tenants lease of the Right of First Refusal Space over the portion of the Term not covered by
the Statement shall be at the net effective rate (i.e., the average rate) of the Basic Rent
payable pursuant to the Statement.D.
    
    If Tenant leases the Right of First Refusal Space for a term of five (5) years from the
commencement of Tenants Basic Rent obligation for the Right of First Refusal Space as
described in Paragraph A above, then:
 (i)
    
    If such term is longer than the term described in the Statement, the Basic Annual Rent for
the period not covered by
the Statement shall be at the net effective rate of the Basic Annual Rent payable by the
prospective tenant and Tenant shall be entitled to the allowance(s) set forth in the
Statement.(ii)
    
    If such term is shorter than the term described in the Statement, the Basic Annual
Rent for such term shall be at the net effective rate of the Basic Annual Rent described
in the Statement for such period, and the allowance(s) provided to Tenant in connection
with the Right of First Refusal Space shall equal the allowance(s) set forth in the
Statement, if any, multiplied by a fraction, the numerator of which is the number of full
calendar months of the term for the Right of First Refusal Space from and after the date
Basic Annual Rent commences with respect to the Right of First Refusal Space [i.e., sixty
(60)], and the denominator of which is the number of full calendar months of the term
offered in the Statement.
  1




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E.
    
    Notwithstanding any provision or inference in this Rider to the contrary, the Right of First
Refusal shall expire and be of no further force or effect on the earlier of (i) the expiation or
earlier termination of the initial Term of this Lease, (ii) an assignment of this Lease by
Tenant to any party other than pursuant to a Permitted Transfer, or (iii) a sublease of all or
any portion of the Premises by Tenant to any party other than pursuant to a Permitted Transfer.
  2




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RIDER 4
 CAP ON CERTAIN OPERATING EXPENSES
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RIDER 6
 RIGHT TO SUBLEASE OR ASSIGN TO AFFILIATE
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RIDER 6
 EXTERIOR BUILDING SIGNAGE
  A.
    
    So long as (i) Tenants right to possession of the Premises has not been terminated; (ii)
Tenant is in occupancy of the Premises and the Premises contains at least 51,283 square feet
of Agreed Rentable Area; and (iii) Tenant has not assigned the Lease or sublet any part of the
Premises other than pursuant to a Permitted Transfer, Tenant shall have the right, at Tenants
expense (subject to the Finish Allowance [as defined in the Work Letter attached to this Lease
as Exhibit D], as hereinafter provided), to have a corporate identification sign
installed on the highest level of the exterior face of the Building, the exact dimensions and
location of which sign shall be subject to Landlords approval (the Building Sign); provided
that (w) Tenant obtains all necessary approvals from any governmental authorities having
jurisdiction over Tenant, the Property, or the Building Sign, (x) the Building Sign conforms
to all applicable laws, rules and regulations of any governmental authorities having
jurisdiction over the Building Sign or the Property and all restrictive covenants, if any,
applicable to the Property, (y) the Building Sign conforms to the signage specifications for
the Property, and (z) Tenant obtains Landlords written consent to any proposed signage and
lettering prior to its fabrication and installation. Subject to the conditions contained
herein, Landlord shall install such Building Sign, using a contractor selected by Landlord,
provided that Landlord obtains at least two competitive bids for such work and uses reasonable
discretion in its selection. Tenant shall pay all actual costs associated with the Building
Sign, including without limitation, installation expenses, maintenance and repair costs,
utilities and insurance; provided however, Tenant shall be entitled to apply a portion of the
Finish Allowance equal to up to $0.50 per square foot of Agreed Rentable Area in the Premises
toward the costs incurred in connection with the Building Sign, subject to the terms of the
Work Letter. Tenant agrees that, subject to inclusion in Operating Expenses, Landlord shall
have the right, after notice to Tenant, to temporarily remove and replace the Building Sign in
connection with and during the course of any repairs, changes, alterations, modifications,
renovations or additions to the Building. Tenant shall maintain the Building Sign in good
condition throughout the Term.B.
    
    To obtain Landlords consent to the Building Sign, Tenant shall submit design drawings to
Landlord showing the type and sizes of all lettering; the colors, finishes and types of
materials used. Upon expiration or earlier termination of the Lease, Tenant shall, at its
sole cost and expense, remove the Building Sign and repair all damage caused by such removal.
If during the Term (and any extensions thereof) (a) Tenants right to possession of the
Premises has not been terminated; or (b) Tenant vacates the Premises for a period of 120 or
more consecutive days; or (c) Tenant assigns the Lease or subleases any part of the Premises
other than pursuant to a Permitted Transfer; or (d) the Premises contains less than 51,283
square feet of Agreed Rentable Area, then Tenants rights granted herein with respect to the
Building Sign will terminate and Landlord may remove the Building Sign at Tenants sole cost
and expense.
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RIDER 7
 GENERATOR RIGHTS
  Schedule A Schedule
A Schedule A LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER
EXPRESS OR IMPLIED, AS TO THE QUALITY, CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF THE
EXISTING GENERATOR, ALL OF SUCH REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND
DENIED
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SCHEDULE
A TO RIDER 7
 LOCATION OF GENERATOR PAD
AND PERMISSIBLE EXPANSION OF GENERATOR PAD
AND APPROVED LOCATION OF ADDITIONAL GENERATOR
 
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RIDER 8
 TERMINATION OPTION
  A.
    
    Tenant shall have the right to accelerate the Expiration Date of the Lease (the Termination
Option), with respect to the
entire Premises only, to the last day of the eighty-fourth (84th) full calendar month of the
Term (the Accelerated
Termination Date), if:
 1.
    
    Tenant is not in default under the Lease at the date Tenant provides Landlord
with a Termination Notice (hereinafter
defined); and2.
    
    no part of the Premises is sublet for a term extending past the Accelerated Termination
Date; and3.
    
    the Lease has not been assigned other than pursuant to a Permitted Transfer; and4.
    
    Landlord receives notice of termination (Termination Notice) not less than six
(6) full calendar months prior to the
Accelerated Termination Date.
 B.
    
    If Tenant exercises its Termination Option, Tenant, simultaneously with delivery of the
Termination Notice, shall pay to
Landlord an amount equal to the unamortized portion of any concessions, commissions,
allowances (including without
limitation the Finish Allowance, as defined in the Work Letter attached to the Lease as
Exhibit D), or other expenses incurred
by Landlord in connection with this Lease or the Premises, as it may have been expanded, plus
an amount equal to the
difference between the Basic Annual Rent due for the Premises under this Lease for the
portion of the Term prior to the
Accelerated Termination Date and Basic Annual Rent that would have been payable at the rate
of $15.50 per square foot of
Agreed Rentable Area in the Premises (the Termination Fee). The parties acknowledge and
agree that the Termination Fee
is being paid in consideration for Tenants right to accelerate the Termination Date and not
as a penalty. Tenant shall remain
liable for all Basic Annual Rent, Additional Rent and other sums due under the Lease up to
and including the Accelerated
Termination Date even though billings for such may occur subsequent to the Accelerated
Termination Date. The
unamortized portion of any of the foregoing shall be determined using an interest rate of
six percent (6%) per annum and an
amortization period of the initial Term of the Lease (or, with respect to any additions to
the Premises, the period from the
date Tenants Rent obligation commences for such additional space to the Expiration Date).C.
    
    If Tenant fails to timely pay the Termination Fee due hereunder, Tenants exercise of the
Termination Option shall be null
and void and of no force or effect.D.
    
    As of the date Tenant provides Landlord with a Termination Notice, any unexercised rights or
options of Tenant to renew the
Term of the Lease or to expand the Premises (whether expansion options, rights of first or
second refusal, rights of first or
second offer, or other similar rights), and any outstanding tenant improvement allowance not
claimed and properly utilized
by Tenant in accordance with the Lease as of such date, shall immediately be deemed
terminated and no longer available or
of any further force or effect.




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RIDER 9
 EXCLUSIONS FROM OPERATING EXPENSES
   (i)
    
    costs of Landlords executive salaries;(ii)
    
    costs of fixturing, furnishing, renovating or otherwise improving, decorating or
redecorating other tenant space within the Building (including permit, license and inspection
costs);(iii)
    
    leasing commissions, legal fees, marketing costs (other than costs of signs in or on
the Building or Property; provided, that to the extent the costs of signs in or on the
Building or Property are specifically for the benefit of a particular tenant pursuant to its
lease of space in the Building, such costs shall not be included as Operating Expenses) and
other expenses incurred in leasing space within the Building or in connection with another
tenant in the Building;(iv)
    
    income, capital stock, estate, inheritance, franchise or other taxes payable by
Landlord unless the same shall have been levied as a substitute for or supplement of Real
Estate Taxes;(v)
    
    outside legal fees and other costs incurred in connection with enforcing defaults by
other tenants of the Building;(vi)
    
    expenses in connection with services that are not offered to Tenant or for which Tenant is
charged for directly but that are provided to another tenant or occupant of the Building at
no additional cost;(vii)
    
    Landlords charitable and political contributions;(viii)
    
    costs for repair, replacements and general maintenance to the extent paid by proceeds of
insurance or by another tenant (other than through Operating Expenses) or other third
parties;(ix)
    
    rent under any ground leases affecting the Building;(x)
    
    costs for services provided by Landlords affiliates to the extent in excess of that which
would be incurred in the absence of such relationship;(xi)
    
    tax fines or penalties incurred as a result of Landlords failure to make payments and/or to
file any income tax or informational returns when due;(xii)
    
    costs for correcting any original design defects or latent defects in the original
construction or renovation of the Building;(xiii)
    
    costs for construction, materials or equipment or costs necessary to make the Building
comply with the any applicable laws in effect and applicable to the Building prior to the
Commencement Date of this Lease, including without limitation, the Disability Acts in effect
prior to the Commencement Date of this Lease;(xiv)
    
    any wages, salaries or other compensation paid to any employee not employed for or on
behalf of the Building. To the extent wages, salaries or other compensation are billed to
the Building for any employee not employed by Landlord full time on behalf of the Building,
Landlord shall reasonably prorate such employees time and bill to the Building only such
time as the employee reasonably devotes to the Building or Building operations;(xv)
    
    costs arising from the presence of hazardous or toxic materials, asbestos, PCBs or toxic
mold in or about the Building prior
to the Commencement Date that are necessary to make the Building comply with applicable
laws in existence prior to the Commencement Date of this Lease;(xvi)
    
    expenses incurred by Landlord for the replacement of any item which are reimbursed
pursuant to a warranty claim;(xvii)
    
    non-cash items such as depreciation of the Building or Landlords personal property at the
Building (except for amortization of expenditures, if any, specifically included in
Operating Expenses);(xviii)
    
    costs of any services sold or otherwise charged to tenants for which Landlord is
separately reimbursed by such tenants as an additional charge or rental.(xix)
    
    costs of repairs or other work occasioned by any casualty or condemnation which is paid
for through insurance or condemnation proceeds,(xx)
    
    costs of performing work expressly provided for in this Lease to be performed at no
cost to Tenant; and(xxi)
    
    damages or penalties incurred because of Landlords gross negligence or due to violation
by Landlord of any of its obligations under this Lease or any other lease for the Building
or due to Landlord indemnity obligations to third parties.




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RIDER 10
 ANTENNA AGREEMENT
  1. License .
 2. License Fee and Other Charges .
 3. Design.
 4. Installation.
 5. Tenants Covenants.
 Operational Requirements . To THE FULLEST EXTENT
permitted by Applicable Law, Tenant will Indemnify and Defend Landlord and Landlords agents
and employees against all Claims arising from any failure by Tenant or the Communications
Equipment to comply with all Operational Requirements.
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Condition of Communications Equipment; Repairs .
 Costs; Liens .
 Taxes .
 Surrender; Removal of Equipment .
 Access .
 6.
    
    Certain Rights Reserved by Landlord.
 Right to Relocate .
 Screening of Equipment .
 7.
    
    Interference.
 Procedure .
 Emergency
 Waiver . even if the shutdown was caused solely or in part
by the negligence of a Landlord
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Party
 8. Service Interruptions; Equipment Malfunctions. To the fullest extent permitted by applicable Law and in addition to any waivers, indemnities or
obligations to
defend contained in the Lease, Tenant waives all Claims against the Landlord and Landlords
agents, employees or representatives arising, or alleged to arise, from an Equipment Malfunction, even if due to the
negligence of Landlord or Landlords agents, employees or representatives, but not to the extent caused by
the gross negligence or willful misconduct of landlord or its agents, employees or representatives.
However, under no circumstances will Landlord or its agents, employees or representatives be liable for
consequential or special damage arising out of an interruption or Equipment Malfunction.
 9. Indemnities, Insurance.
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RIDER 11
 RIGHT TO AUDIT




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RIDER 12
 EXPANSION OPTION
FIRST FLOOR
  A.
    
    Subject to the remaining provisions of this Rider, Tenant shall have the option and right
(the First Floor Expansion Option) to
lease from Landlord in its entirety the approximately 2,445 square feet of Agreed Rentable
Area on the first (1st) floor of the
Building described on Schedule A attached hereto (the First Floor Expansion Space).
Tenant shall exercise the First Floor
Expansion Option, if at all, by delivering written notice of such exercise (such notice, the
First Floor Notice), on or before the
Commencement Date. If Tenant fails to exercise the First Floor Expansion Option as set forth
herein, then the First Floor
Expansion Option shall be of no further force or effect. Notwithstanding anything to the
contrary set forth herein, in no event
shall Tenant be permitted to exercise the First Floor Expansion Option during the continuance
of a default under the Lease.B.
    
    The First Floor Expansion Space shall be leased to Tenant upon all terms and conditions of
this Lease with the following
exceptions:
 (a)
    
    The First Floor Expansion Space shall be delivered to Tenant in as is condition.(b)
    
    Basic Annual Rent for the First Floor Expansion Space will be equal to the product
of the Agreed Rentable Area per
square foot rent applicable to the Premises, as the same is adjusted from time to time,
under Item 3 of the Basic Lease
Provisions, multiplied by the Agreed Rentable Area of the First Floor Expansion Space,
it being the intent of the
parties that the Basic Annual Rent for the First Floor Expansion Space will be the same
rate per square foot as the
Basic Annual Rent for the initial Premises at all times during the initial Term.(c)
    
    Basic Monthly Rent for the applicable First Floor Expansion Space will be equal to
one-twelfth (l/12th) of the Basic
Annual Rent for the First Floor Expansion Space.(d)
    
    Basic Annual Rent and Additional Rent for the First Floor Expansion Space shall
commence on the earlier to occur of
(i) the date on which the improvements in the First Floor Expansion Space are
substantially completed, provided that
the initial date determined under this clause (i) shall be adjusted backward (i.e., to
an earlier date) by one (1) day for
each day of Tenant Delays (as such term is defined in the First Floor Expansion Space
work letter), (ii) the date that
Tenant commences use of the First Floor Expansion Space, and (iii) the date which is
forty-five (45) days after the
date of the First Floor Notice applicable to such Expansion Space.(e)
    
    Tenants Pro Rata Share Percentage for the entire Premises shall each be
recalculated based on the rentable area of the
Premises following the addition of the First Floor Expansion Space to the Premises.(f)
    
    The dates for submission of the initial space plan and construction plans for the
leasehold improvements to be
constructed in the First Floor Expansion Space shall be agreed to by Landlord and Tenant
within five (5) days after
Tenant elects to lease the First Floor Expansion Space.(g)
    
    Tenant shall be entitled to a finish allowance equal to the product of (i) the per
square foot Finish Allowance provided
by Landlord with respect to the initial Premises (as set forth in Exhibit D to
this Lease), multiplied by (ii) the number
of square feet of the First Floor Expansion Space, multiplied by (iii) a traction, the
numerator of which is the number
of full calendar months which remain in the initial Term from and after the date Basic
Annual Rent commences with
respect to the First Floor Expansion Space and the denominator of which is the number
of full calendar months in the
initial Term.(h)
    
    Tenant shall have no right to occupy any portion of the First Floor Expansion
Space and in no event shall Tenant occupy any portion of the First Floor Expansion
Space prior to (i) Substantial Completion of the leasehold improvements to be
constructed in the First Floor Expansion Space, (ii) issuance of a certificate of
completion or other document or permit issued by the applicable governmental authority
authorizing Tenants occupancy of the First Floor Expansion Space and (iii) Landlords
receipt of an Acceptance of Premises Memorandum executed by Tenant and covering the
First Floor Expansion Space.
 C.
    
    Within fifteen (15) days after Landlords receipt of the First Floor Notice, Tenant and
Landlord will enter into a work letter
substantially in the form of Exhibit D attached to this Lease, provided that such
form shall be amended to (i) set forth
appropriate dates, (ii) amend the finish allowance to be the amount of finish allowance
calculated in accordance with clause (g)
of Paragraph B of this Rider and (iii) provide for such other matters as are necessary to
reflect the agreements of the parties
with respect to the finish out of the First Floor Expansion Space. Pursuant to the work
letter, Landlord shall construct or cause
to be constructed improvements in the First Floor Expansion Space in substantial accordance
with construction plans agreed to
by Landlord and Tenant.D.
    
    Upon substantial completion of the First Floor Expansion Space improvements, Landlord and
Tenant shall execute an
Acceptance of Premises Memorandum in substantially the form of Exhibit E attached to
this Lease. If Tenant occupies any
portion of the First Floor Expansion Space without executing the Acceptance of Premises
Memorandum, Tenant shall be
deemed to have accepted such First Floor Expansion Space for all purposes.E.
    
    Within fifteen (15) days after Landlords receipt of a Notice, Landlord and Tenant will enter
into an amendment to this Lease
reflecting (i) the addition of the First Floor Expansion Space to the Premises, (ii) the
increase in Basic Annual Rent and
Additional Rent payable under this Lease, (iii) the increase in Tenants Pro Rata Share
Percentage and (iv) such other
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amendments as are necessary; provided however, an otherwise valid exercise of the First
Floor Expansion Option shall be fully effective whether or not such amendment is executed.F.
    
    The Landlord shall not be liable for the failure to give possession of the First Floor
Expansion Space by reason of force majeure as defined in the Lease. Any rent otherwise due by
Tenant with respect to the First Floor Expansion Space shall, however, be abated until
possession is delivered to Tenant and such abatement shall constitute full settlement of all
claims that Tenant might otherwise have against Landlord by reason of any failure of Landlord
to timely give possession of such First Floor Expansion Space to Tenant during such time
period as such force majeure is continuing.
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SCHEDULE A TO RIDER 12
 FIRST FLOOR EXPANSION SPACE




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RIDER
H-1
 ASBESTOS CONTAINING MATERIALS AND OTHER HAZARDOUS SUBSTANCES
  TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD
FROM, AND SHALL REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, DAMAGES, LOSSES, INJURIES OR DEATHS IN CONNECTION WITH OR ARISING OUT OF OR FROM ANY
INSPECTION, TESTING SAMPLING OR SIMILAR ACTIVITY CONDUCTED BY TENANT, TENANTS AGENTS OR
CONTRACTORS AT THE PREMISES OR THE BUILDING FOR HAZARDOUS OR TOXIC MATERIAL, WHETHER UNDER THIS
RIDER OR OTHERWISE UNDER OR IN CONNECTION WITH THIS LEASE.




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RIDER H-2
 TENANTS STUDY, TESTING AND INSPECTION RIGHTS