Exhibit 10.4.7


SEVENTH
AMENDMENT TO LEASE 

(400 Corporate Pointe)


THIS
SEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of
this 15th day of December, 2004, by and between ARDEN
REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”),
and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).


RECITALS


A.        400 Corporate Pointe,
Ltd., a California general partnership (“400 Corporate”) and Integrated
Analytics Corporation, a California corporation (“LAC”) entered into that
certain Standard Form Office Lease dated as of July 11, 1990 (“Initial Lease”),
whereby 400 Corporate leased to IAC and IAC leased from 400 Corporate certain
office space located in that certain building located and addressed at 400
Corporate Pointe, Culver City, California 90230 (the “Building”). The Original
Lease was subsequently amended by that certain First Amendment to Lease dated
June 1, 1995, by and between AEW/LBA Acquisition Co. LLC, a California limited
liability company (“AEW”) as successor-in-interest to 400 Corporate, and
Tenant, as successor-in-interest to IAC (the “First Amendment”); by that
certain Second Amendment to Lease dated December 5, 1996 by and between Arden
Realty Limited Partnership, A Maryland limited partnership (“ARLP”) as
successor-in-interest to AEW and Tenant (the “Second Amendment”); by that
certain Third Amendment to Lease dated as of March 13,1998 by and between
Landlord as successor-in-inters to ARLP and Tenant (the “Third Amendment”); by
that certain Fourth Amendment to Lease dated as of February 29, 2000 by and
between Landlord and Tenant (the “Fourth Amendment”); by that certain Fifth
Amendment to Leased dated June 29, 2000 by and between Landlord and Tenant (the
“Fifth Amendment”); and by that certain Sixth Amendment to Lease dated as of
August 28, 2001 (the “Sixth Amendment”). The Original Lease, as amended by the
First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment and the Sixth Amendment is referred to herein as
the “Original Lease.”


B.        Pursuant to the Original
Lease, Landlord leases to Tenant and Tenant leases from Landlord certain space
in the Building containing a total of approximately 54,342 rentable square feet
and 47,437 usable square feet (the “Premises”) as such Premises are more
particularly described in the Original Lease.


C.        Landlord and Tenant
entered into that certain Standard Office Lease, dated as of February 29, 2000,
as amended by that certain First Amendment to Standard Office Lease dated as of
April 1, 2000 (collectively, the “600 Corporate Pointe Lease”), pursuant to
which Landlord leases to Tenant and Tenant leases from Landlord certain space
(the “600 Corporate Premises”) in that certain building located and addressed
at 600 Corporate Pointe, Culver City California, as such 600 Corporate Premises
are more particularly described in the 600 Corporate Pointe Lease.



 1
 









D.        Landlord and Tenant desire
to amend the Original Lease to, among other things, extend the term of the
Original Lease, all in accordance with the terms and conditions set forth
below.


E.         All capitalized terms
used herein but not specifically defined in this Amendment shall have the
meanings ascribed to such terms in the Original Lease. The term “Lease” where
used in the Original Lease and this Amendment shall hereafter refer to the
Original Lease, as amended by this Amendment.


AGREEMENT


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Landlord and Tenant agree as follows:


1.         Term.
Notwithstanding anything to the contrary contained in the Original Lease, the
term of the Lease is hereby extended so as to expire on December 31, 2016 (the “Expiration
Date”). The period commencing January 1, 2005 (the “New Commencement Date”) and
ending on the Expiration Date is referred to herein as the “Extended Term”.


2.         Basic Rental.
Notwithstanding anything to the contrary contained in the Original Lease,
effective as of the New Commencement Date (and regardless of the degree to
completion of the Improvements), the Original Lease is hereby amended so that
Tenant’s payments of Basic Rental with respect to the Premises during the
Extended Term shall be as follows:


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Monthly Basic Rental

  	
   

  
	
  Period

  	
   

  	
  Annual Basic Rent

  	
   

  	
  Monthly Basic Rent

  	
   

  	
  Per Rentable Square Feet

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/05 -
  12/31/05

  	
   

  	
  $

  	
  1,010,761.20

  	
   

  	
  $

  	
  84,230.10

  	
   

  	
  $

  	
  1.55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/06 -
  12/31/06

  	
   

  	
  $

  	
  1,036,845.36

  	
   

  	
  $

  	
  86,403.78

  	
   

  	
  $

  	
  1.59

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/07 -
  12/31/07

  	
   

  	
  $

  	
  1,402,023.60

  	
   

  	
  $

  	
  116,835.30

  	
   

  	
  $

  	
  2.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/08 -
  12/31/08

  	
   

  	
  $

  	
  1,434,628.80

  	
   

  	
  $

  	
  119,552.40

  	
   

  	
  $

  	
  2.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/09 -
  12/31/09

  	
   

  	
  $

  	
  1,473,755.04

  	
   

  	
  $

  	
  122,812.92

  	
   

  	
  $

  	
  2.26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/10 -
  12/31/10

  	
   

  	
  $

  	
  1,512,881.28

  	
   

  	
  $

  	
  126,073.44

  	
   

  	
  $

  	
  2.32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/01/11 – 12/31/16

  	
   

  	
  $

  	
  1,552,007.52

  	
   

  	
  $

  	
  129,333.96

  	
   

  	
  $

  	
  2.38

  	
   

  



 


Tenant
shall pay Basic Rental on a monthly basis, without demand, setoff or deduction,
and otherwise as set forth in the Original Lease.



 2
 









3.         Condition of Premises.
Subject to the Tenant Work Letter attached as Exhibit “A” hereto and made a
part hereof, Tenant hereby agrees that the Premises shall continue to be leased
“As Is”, “With All Faults”, “Without Any Representations or Warranties”. Tenant
hereby agrees and warrants that it has investigated and inspected the condition
of the Premises and the suitability of same for Tenant’s purposes, and Tenant
does hereby waive and disclaim any objection to, cause of action based upon, or
claim that its obligations hereunder should be reduced or limited because of
the condition of the Premises or the Building or the suitability of same for
Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor
any employee of Landlord has made any representations or warranty with respect
to the Premises or the Building or with respect to the suitability of either
for the conduct of Tenant’s business, and Tenant expressly warrants and
represents that Tenant has relied solely on its own investigation and
inspection of the Premises and the Building in its decision to enter into this
Amendment and continue to let the Premises in an “As Is” condition. Tenant
hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the
Civil Code of California and any successor provision of law.


4.         Base Year.
Notwithstanding anything to the contrary in the Lease, effective as of the New
Commencement Date, the Base Year (for purposes of Section 1.7 of the First
Amendment and any other provision of the Lease) shall be calendar year 2005 for
the entire Premises.


5.         Intentionally Omitted.


6.         Parking. Effective
as of the New Commencement Date, Tenant shall have no parking rights under the
Lease except as expressly set forth in this Paragraph 6. Effective as of the
New Commencement Date, Tenant shall have the right (but not any obligation), at
any time and from time to time, to rent from Landlord up to four (4) parking
passes within the Building’s on-site parking facility for each 1,000 rentable
square feet contained in the Premises, which equals two hundred sixteen (216)
passes, up to .5 passes per 1,000 rentable square feet of the Premises of which
may at Tenant’s option be reserved parking passes and the remainder of which
shall be unreserved. Tenant shall pay to Landlord for automobile parking passes
the prevailing rate charged from time to time at the location of such parking
passes (currently, $110 per month for reserved parking and $72 per month for
unreserved parking); provided however, that (i) the cost of parking passes
shall not be increased by more than five percent (5%) per year (calculated on a
cumulative and compounded basis), and (ii) Tenant shall receive a fifteen
percent (15%) discount on all such parking passes. In addition, Tenant shall be
responsible for the full amount of any taxes imposed by any governmental
authority in connection with the renting of such parking passes by Tenant or
the use of the parking facility by Tenant. Tenant’s continued right to use the
parking passes is conditioned upon Tenant abiding by all rules and regulations
which are prescribed from time to time for the orderly operation and use of the
parking facility where the parking passes are located, including any sticker or
other identification system established by Landlord, Tenant’s cooperation in
seeing that Tenant’s employees and visitors also comply with such rules and
regulations, and Tenant not being in default under the Lease. Landlord
specifically reserves the right to change the size, configuration, design,
layout and all other aspects of the Building parking facility at any time and
Tenant acknowledges and agrees that Landlord may, without incurring any
liability to Tenant and without any abatement of rent under the Lease, from
time to time, close-off portions of or limit access to the Building



 3
 









parking facility for
purposes of permitting or facilitating any such construction, alteration or
improvements; provided, however, that except where prevented from doing so by
casualty or condemnation and except for reasonably required restrictions on a
temporary basis, Landlord shall at all times provide Tenant with the parking
rights in such parking facility to which Tenant is entitled under this
Paragraph 6 and, to the extent prevented doing so by casualty or condemnation,
shall use its commercially reasonable efforts, to the extent Landlord owns said
property, to make such parking rights available to Tenant within the parking
facility at 600 Corporate Pointe. Landlord may, from time to time, relocate any
reserved parking spaces (if any) rented by Tenant to another location in the
Building parking facility, so long as Landlord does not discriminate against
Tenant in the location of Tenant’s reserved parking spaces. Landlord may
delegate its responsibilities hereunder to a parking operator or a lessee of
the parking facility in which case such parking operator or lessee shall have
all the rights of control attributed hereby to the Landlord. The parking passes
rented by Tenant pursuant to this Amendment are provided to Tenant solely for
use by Tenant’s own personnel and such passes may not be transferred, assigned,
subleased or otherwise alienated by Tenant without Landlord’s prior approval
(except that Tenant shall have the right to transfer such rights, in whole or
part, to any assignee of the Lease or sublessee of the Premises by or under an
assignment or sublease made in accordance with the provisions of the Lease.
Tenant may validate visitor parking by such method or methods as Landlord may
establish, at a rate equal to 90% of the validation rate from time to time
generally applicable to visitor parking.


7.         Option to Renew.
Paragraph 13 of the Rider to the Initial Lease, Section 1.12 of the First
Amendment (as previously amended pursuant to Section 11 of the Second Amendment
and Section 10 of the Third Amendment) and Section 9 of the Sixth Amendment are
hereby deleted in their entirety. Notwithstanding anything to the contrary,
Tenant shall have no right to renew or extend the term of the Lease except as
expressly set forth in this Paragraph 7.


(a)       Option Right.
Landlord hereby grants Tenant one (1) option (“Option”) to extend the Lease
Term for a period of five (5) years (the “Option Term”), which Option shall be
exercisable only by written notice delivered by Tenant to Landlord as set forth
below.


(b)       Option Rent. The
rent payable by Tenant during the Option Term (“Option Rent”) shall be equal to
the “Market Rent” (defined below). “Market Rent” shall mean the applicable
Monthly Basic Rental, escalations, Operating Expenses pass-throughs (including
any applicable base year or expense stop thresholds), and additional charges at
which tenants, as of the commencement of the Option Term, are leasing
non-renewal, non-sublease, non-equity space comparable in size, location and
quality to the Premises for a term comparable to the Option Term, which
comparable space is located in office buildings comparable to the Building (“Comparable
Leases”) within the Marina del Rey / Fox Hills / West Los Angeles office
markets (the “Market”), adjusted to appropriately reflect (i) the value of the
existing improvements in the Premises to Tenant, as compared to the value
generally of existing improvements in Comparable Leases within the Market, with
such value to be based upon the age, quality and layout of the improvements and
the extent to which the same could be utilized by Tenant with consideration
given to the fact that the improvements existing in the Premises are
specifically suitable to Tenant, (ii) the value of tenant improvement
allowances, “free” rent and other inducements being



 4
 









provided under Comparable
Leases within the Market, and (iii) any other material economic differences
between the terms of this Lease during the Option Term and the usual terms of
Comparable Leases within the Market.


(c)       Exercise of Option.
The Option shall be exercised by Tenant only in the following manner: (i)
Tenant shall not be in default on the delivery date of the Interest Notice and
Tenant’s Acceptance; (ii) Tenant shall deliver written notice (“Interest Notice”)
to Landlord not more than twelve (12) months nor less than nine (9) months
prior to the expiration of the Lease Term, stating that Tenant is interested in
exercising the Option, (iii) within fifteen (15) business days of Landlord’s
receipt of Tenant’s written notice, Landlord shall deliver notice (“Option Rent
Notice”) to Tenant setting forth the Option Rent; and (iv) if Tenant desires to
exercise such Option, Tenant shall provide Landlord written notice within five
(5) business days after receipt of the Option Rent Notice (“Tenant’s Acceptance”)
and upon, and concurrent with such exercise, Tenant may, at its option, object
to the Option Rent contained in the Option Rent Notice. Tenant’s failure to
deliver me Interest Notice or Tenant’s Acceptance on or before the dates
specified above shall be deemed to constitute Tenant’s election not to exercise
the Option. If Tenant timely and property exercises its Option, the Lease Term
shall be extended for the Option Term upon all of the terms and conditions set
form in the Lease, except that the rent for the Option Term shall be as
indicated in the Option Rent Notice, unless Tenant, concurrently with Tenant’s
acceptance, objects to the Option Rent contained in the Option Rent Notice, in
which case the parties shall follow the procedure and the Option Rent shall be
determined, as set forth in Paragraph 7(d) below.


(d)       Determination of Market
Rent. If Tenant timely and appropriately objects to the Market Rent in
Tenant’s Acceptance, Landlord and Tenant shall attempt to agree upon the Market
Rent using their best good-faith efforts. If Landlord and Tenant fail to reach
agreement within twenty-one (21) days following Tenant’s Acceptance (“Outside
Agreement Date”), then each party shall make a separate determination of the
Market Rent which shall be submitted to each other and to arbitration in
accordance with the following items (i) through (vii):


(i)         Landlord and Tenant shall
each appoint, within ten (10) days of the Outside Agreement Date, one
arbitrator who shall by profession be a current real estate broker or appraiser
of commercial office properties within the Market, and who has been active in
such field over the last five (5) years. The determination of the arbitrators
shall be limited solely to the issue of whether Landlord’s or Tenant’s
submitted Market Rent is the closest to the actual Market Rent as determined by
the arbitrators, taking into account the requirements of item (b), above.


(ii)        The two (2) arbitrators so
appointed shall within five (5) business days of the date of the appointment of
the last appointed arbitrator agree upon and appoint a third arbitrator who
shall be qualified under the same criteria set forth hereinabove for
qualification of the initial two (2) arbitrators.


(iii)       The three (3) arbitrators
shall within fifteen (15) days of the appointment of the third arbitrator reach
a decision as to whether the parties shall use Landlord’s or Tenant’s submitted
Market Rent, and shall notify Landlord and Tenant thereof.



 5
 









(iv)      The decision of the majority
of the three (3) arbitrators shall be binding upon Landlord and Tenant.


(v)       If either Landlord or
Tenant fails to appoint an arbitrator within ten (10) days after the applicable
Outside Agreement Date, the arbitrator appointed by one of them shall reach a
decision, notify Landlord and Tenant thereof, and such arbitrator’s decision
shall be binding upon Landlord and Tenant.


(vi)      If the two arbitrators fail
to agree upon and appoint a third arbitrator, or both parties fail to appoint
an arbitrator, then the appointment of the third arbitrator or any arbitrator
shall be dismissed and the matter to be decided shall be forthwith submitted to
arbitration under the provisions of the American Arbitration Association, but
subject to the instruction set forth in this item (d).


(vii)     The cost of arbitration shall
be paid by Landlord and Tenant equally.


8.         Right of First Offer.
The right of first offer granted to Tenant in Section 9 of the Third Amendment
shall continue to apply during the Extended Term, except that (i) as to any
First Office Space which is vacant as of the date of this Amendment, such right
of first offer shall commence only following the expiration or earlier
termination of the first lease pertaining to any portion of such First Offer
Space entered into by Landlord after the date of this Amendment, and (ii) the
following language shall be added to the end of Section 9(ii) of the Third
Amendment: “and the Economic Terms of Landlord’s proposed lease to third party
shall only be deemed no less favorable to the third party if the effective
rental rate of the proposed lease to the third party is less than 95% of the
effective rental rate of the Economic Terms proposed by Tenant in Tenant’s
Election Notice”. The effective rental rate shall mean the rental amount to be
paid to Landlord, taking into account any free rent, tenant improvement
expenses or allowances to be incurred by Landlord and any other monetary
concessions granted by Landlord.


9.         Option to Cancel.
Section 1.11 of the First Amendment (as previously amended by Section 9 of the
Second Amendment, Section 8 of the Third Amendment and Section 8 of the Sixth
Amendment), is hereby deleted in its entirety. Notwithstanding anything to the
contrary, Tenant shall have no option to cancel the Lease except as expressly
set forth herein. Subject to the terms and conditions set forth in this
Paragraph 9, effective as of December 31, 2010 (the “Termination Date”), Tenant
shall have the one-time option (the “Termination Option”) to terminate this
entire Lease (but not any portion of the Lease), upon the following terms and
conditions; if the following terms and conditions are not timely and completely
satisfied, then the Termination Option shall be null and void with no further
force and effect:


(a)       Tenant shall give Landlord
written notice (the “Termination Notice”) of Tenant’s election to exercise the
Termination Option at least nine (9) months prior to the Termination Date; and



 6
 









(b)       There shall exist no
default under the Lease, beyond any applicable notice and cure period on (i)
the date Landlord receives the Termination Notice, or (ii) on the Termination
Date; and


(c)       Tenant shall pay to
Landlord, concurrently with Tenant’s delivery of the Termination Notice to
Landlord, a termination fee in the amount of $1,040,041.96. If Tenant does not
timely pay any portion of the Termination Fee to Landlord as set forth herein,
then, at Landlord’s option, in addition to all other rights and remedies of
Landlord, (A) the Termination Option (and Termination Notice) shall be null and
void with no force and effect, and the Lease shall continue in full force and
effect as if Tenant had not elected to terminate the Lease and as if this
Paragraph 9 did not exist, and/or (B) Tenant shall be in material default under
the Lease, without any notice and/or cure period, and Landlord may pursue all
of its available rights and remedies in connection therewith.


In
the event Tenant timely and properly exercises the Termination Option, the term
of the Lease shall terminate effective as of the Termination Date, Basic Rental
and all other monetary obligations under the Lease shall be paid through and
apportioned as of the Termination Date, and neither Landlord nor Tenant shall
have any rights, liabilities or obligations accruing under the Lease after the
Termination Date, except for such rights and liabilities which, by the terms of
the Lease are obligations of the Tenant or Landlord which expressly survive the
expiration of the Lease. The Termination Option shall automatically terminate
and become null and void upon the failure of Tenant to timely or properly
exercise the Termination Option or timely pay the Termination Fee.


10.       Real Estate Taxes.
Section 1.13 of the First Amendment is hereby deleted in its entirety and shall
have no effect whatsoever during the Extended Term.


11.       Intentionally Omitted.


12.       Defaults and Remedies.
Section 25 of the Initial Lease is hereby amended such that the following
language is inserted as a new subparagraph immediately following Section
25(iv):


“(v)     the occurrence of any default
by Tenant under the 600 Corporate Pointe Lease.


13.       Estoppel. Tenant
warrants, represents and certifies to Landlord that, as of the date of this
Amendment: (a) Landlord is not in default under the Lease; and (b) Tenant does
not have any defenses or offsets to payment of rent and performance of its
obligations under the Lease as and when the same becomes due. Landlord
warrants, represents and certifies to Tenant that, as of the date of this
Amendment, to the best of Landlord’s actual knowledge: (x) Tenant is not in
default under the Lease; and (b) Landlord does not have any claims for amounts
due (other than current monthly rent amounts, which are not delinquent as of
the date hereof) or defenses to performance of its obligations under the Lease
as and when the same becomes due.


14.       Attorney’s Fees. In
the event either party shall commence an action to enforce any provision of
this Amendment, the prevailing party in such action shall be entitled to
receive from the other party, in addition to damages, equitable or other
relief, and all costs and



 7
 









expenses incurred,
including reasonable attorneys fees and court costs and the fees and costs of
expert witnesses, and fees incurred to enforce any judgment obtained. This
provision with respect to attorneys fees incurred to enforce a judgment shall
be severable from all other provisions of this Amendment, shall survive any
judgment, and shall not be deemed merged into the judgment.


15.       Brokers. Tenant
represents and warrants to Landlord that it has not dealt with any broker with
respect to this Amendment other than CB Richard Ellis, Inc. If Tenant has dealt
with any other broker or person with respect to this Amendment, Tenant shall be
solely responsible for the payment of any fees due said person or firm and
Tenant shall protect, indemnify, hold harmless and defend Landlord from any
liability in respect thereto.


16.       Lease in Full Force.
Except for those provisions which are inconsistent with this Amendment and
those terms, covenants and conditions for which performance has heretofore been
completed, all other terms, covenants and conditions of the Original Lease
shall remain in full force and effect. Tenant ratifies the Original Lease, as
amended hereby.


17.       Facsimile; Counterparts.
Signatures by facsimile on this Amendment shall have the same force and effect
as original ink signatures. This Amendment may be executed in counterparts,
each of which shall be deemed an original part and all of which together shall
constitute a single agreement.


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  ARDEN REALTY FINANCE

  PARTNERSHIP, L.P. a California limited

  partnership

  	
  INVESTMENT TECHNOLOGY GROUP,

  INC., a Delaware corporation

  
	
   

  	
   

  
	
  By:

  	
  ARDEN REALTY FINANCE,

  INC.,

  	
  By:

  	
  /s/ David L. Meitz

  	
   

  
	
   

  	
  a California corporation

  	
  Name:

  	
  David L. Meitz

  	
   

  
	
   

  	
  Its: Sole General Partner

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Peddicord

  	
   

  	
  By:

  	
  /s/ Stuart Sperling

  	
   

  
	
   

  	
  Its:

  	
  Robert C. Peddicord

  	
   

  	
  Name:

  	
  Stuart Sperling

  	
   

  
	
   

  	
   

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
  Leasing and Operations

  	
   

  	
   

  	
   

  	
   

  
									



 



 8















EXHIBIT “A”


TENANT
WORK LETTER


This Tenant Work Letter
shall set forth the terms and conditions relating to the renovation of the
tenant improvements in the Premises. This Tenant Work Letter is essentially
organized chronologically and addresses the issues of the renovation of the
Premises, in sequence, as such issues will arise.


SECTION 1


LANDLORD’S INITIAL
CONSTRUCTION IN THE PREMISES


Landlord has constructed,
at its sole cost and expense, the base, shell and core (i) of the Premises, and
(ii) of the floor of the Building on which the Premises is located
(collectively, the “Base, Shell and Core”). Tenant has inspected and hereby
approves the condition of the Base, Shell and Core, and agrees that the Base,
Shell and Core shall be delivered to Tenant in its current “as-is” condition.
The improvements to be initially installed in the Premises shall be designed
and constructed pursuant to this Tenant Work Letter. Any costs of initial
design and construction of any improvements to the Premises shall be an “Improvement
Allowance Item”, as that term is defined in Section 2.2 of this Tenant Work
Letter.


SECTION 2


IMPROVEMENTS


2.1          Improvement Allowance. Tenant
shall be entitled to a one-time improvement allowance (the “Improvement
Allowance”) in the amount of $948,740.00 (based on $20.00 per usable square
foot of the Premises) for the costs relating to the initial design and
construction of Tenant’s improvements which are permanently affixed to the
Premises (the “Improvements”), plus $5,692.44 (based on $0.12 per usable square
foot of the Premises) to be used solely for “test fit” design studios for the
Premises (the “Pre-Design Allowance”). In no event shall Landlord be obligated
to make disbursements pursuant to this Tenant Work Letter in a total amount
which exceeds the Improvement Allowance and the Pre-Design Allowance and in no
event shall Tenant be entitled to any credit for any unused portion of the
Improvement Allowance or the Pre-Design Allowance not used by Tenant by April
1, 2006.


2.2          Disbursement of the Improvement
Allowance. Except as otherwise set forth in this Tenant Work Letter, the
Improvement Allowance shall be disbursed by Landlord (each of which
disbursements shall be made pursuant to Landlord’s disbursement process) for
costs related to the construction of the Improvements and for the following
items and costs (collectively, the “Improvement Allowance Items”): (i) payment
of the fees of the “Architect” and the “Engineers,” as those terms are defined
in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by,
and the actual out-of-pocket cost of documents and materials supplied by,
Landlord and Landlord’s consultants in connection with the preparation and
review of the “Construction Drawings,” as that term is defined in Section 3.1 of
this Tenant Work Letter; (ii) the cost of permits; (iii) the cost of any
changes in the Base, Shell and Core required



 A-1
 









by the Construction Drawings (other than changes
located in the Common Areas of the Building which are required to comply with
current Code requirements and triggered solely by the Improvements); (iv) the
cost of any changes to the Construction Drawings or Improvements required by
applicable building codes (the “Code”); and (v) the “Landlord Coordination Fee”,
as that term is defined in Section 4.3.2 of this Tenant Work Letter. However,
in no event shall more than Three and 00/100 Dollars ($3.00) per usable square
foot of the Improvement Allowance be used for the aggregate cost of items
described in (i) above; any additional amount incurred as a result of (i) above
shall be deemed to constitute an Over-Allowance Amount. In addition, in no
event shall more than Five and 00/100 Dollars ($5.00) per usable square foot of
the Improvement Allowance be used for the aggregate cost for furniture, fixtures,
and telephone and data cabling; any additional amount incurred as a result of
such expenditures shall be deemed to constitute an Over-Allowance Amount.


2.3           Standard Improvement Package.
Landlord has established specifications (the “Specifications”) for the Building
standard components to be used in the construction of the Improvements in the
Premises (collectively, the “Standard Improvement Package”), which
Specifications are available upon request. The quality of Improvements shall be
equal to or of greater quality than the quality of the Specifications, provided
that Landlord may, at Landlord’s option, require the Improvements to comply
with certain Specifications.


SECTION 3


CONSTRUCTION DRAWINGS


3.1           Selection of
Architect/Construction Drawings. Tenant shall retain an architect/space
planner reasonably acceptable to Landlord (the “Architect”) to prepare the “Construction
Drawings,” as that term is defined in this Section 3.1. Tenant shall also
retain the engineering consultants designated by Landlord (the “Engineers”) to
prepare all plans and engineering working drawings relating to the structural,
mechanical, electrical, plumbing, HVAC and lifesafety work of the Tenant
Improvements; provided, however, that Landlord shall designate Engineers who
are competitive in their fees and timely in their response, so as not
unnecessarily to increase the cost or delay the completion of the Improvements.
The plans and drawings to be prepared by Architect and the Engineers hereunder
shall be known collectively as the “Construction Drawings.” All Construction
Drawings shall comply with the drawing format and specifications as reasonably
determined by Landlord, and shall be subject to Landlord’s reasonable approval.
Tenant and Architect shall verify, in the field, the dimensions and conditions
as shown on the relevant portions of the base building plans, and Tenant and
Architect shall be solely responsible for the same, and Landlord shall have no
responsibility in connection therewith. Landlord’s review of the Construction
Drawings as set forth in this Section 3, shall be for its sole purpose and
shall not imply Landlord’s review of the same, or obligate Landlord to review
the same, for quality, design, Code compliance or other like matters.
Accordingly, notwithstanding that any Construction Drawings are reviewed by
Landlord or its space planner, architect, engineers and consultants, and
notwithstanding any advice or assistance which may be rendered to Tenant by
Landlord or Landlord’s space planner, architect, engineers, and consultants,
Landlord shall have no liability whatsoever in connection therewith and shall
not be responsible for any omissions or errors contained in the Construction
Drawings; provided, however, that Landlord’s approval of the Construction
Drawings shall be conclusive, as between



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Landlord and Tenant, that the Construction Drawings
(and the Improvements constructed substantially in accordance therewith)
satisfy all of the applicable requirements of the Lease and this Tenant Work
Letter (other than relating to defective workmanship or Code compliance).


3.2           Final Space Plan. Tenant and
the Architect shall prepare the final space plan for Improvements in the
Premises (collectively, the “Final Space Plan”), which Final Space Plan shall
include a layout and designation of all offices, rooms and other partitioning,
their intended use, and equipment to be contained therein, and shall deliver
the Final Space Plan to Landlord for Landlord’s approval. Landlord shall not
unreasonably withhold, condition or delay its approval and, unless Landlord has
given Tenant written notice of disapproval, specifying each objectionable item
and the reasons for Landlord’s objection, within ten (10) business days (or, in
the case of a re-submittal, five (5) business days) after Tenant’s submittal
(together with all additional information reasonably requested by Landlord in
order to evaluate said request), Landlord shall be deemed to have approved such
plans.


3.3           Final Working Drawings. After
Landlord’s approval of the Final Space Plan, Tenant, the Architect and the
Engineers shall complete the architectural and engineering drawings for the
Premises, and the final architectural working drawings in a form which is
complete to allow subcontractors to bid on the work and to obtain all
applicable permits (collectively, the “Final Working Drawings”) and shall
submit the same to Landlord for Landlord’s approval. Landlord shall not
unreasonably withhold, condition or delay its approval and, unless Landlord has
given Tenant written notice of disapproval, specifying each objectionable item
and the reasons for Landlord’s objection, within ten (10) business days (or, in
the case of a re-submittal, five (5) business days) after Tenant’s submittal
(together with all additional information reasonably requested by Landlord in
order to evaluate said request), Landlord shall be deemed to have approved such
plans.


3.4           Permits. The Final Working
Drawings shall be approved by Landlord (the “Approved Working Drawings”) prior
to the commencement of the construction of the Improvements. Tenant shall cause
the Architect to immediately submit the Approved Working Drawings to the
appropriate municipal authorities for all applicable building permits necessary
to allow “Contractor,” as that term is defined in Section 4.1, below, to
commence and fully complete the construction of the Improvements (the “Permits”).
No changes, modifications or alterations in the Approved Working Drawings may
be made without the prior written consent of Landlord, which consent shall not
be unreasonably withheld or delayed.


3.5           Time Deadlines. Tenant shall
use its best efforts and all due diligence to cooperate with the Architect, the
Engineers, and Landlord to complete all phases of the Construction Drawings and
the permitting process and to receive the permits, and with Contractor for
approval of the “Cost Proposal,” as that term is defined in Section 4.2 of this
Tenant Work Letter, as soon as reasonably practicable after the execution of
the Lease, and, in that regard, shall meet with Landlord on a scheduled basis
to be determined by Landlord, to discuss Tenant’s progress in connection with
the same.



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SECTION 4


CONSTRUCTION OF THE
IMPROVEMENTS


4.1           Contractor. The contractor
which shall construct the Improvements shall be a contractor selected and
engaged by Tenant, and reasonably acceptable to Landlord. The contractor
selected may be referred to herein as the “Contractor”.


4.2           Cost Proposal. After the
Approved Working Drawings are signed by Landlord and Tenant, and the Contractor
has been selected, approved and engaged (but before construction of the
Improvements in the Premises begins), Tenant shall provide Landlord with a cost
proposal for the construction and procurement of the Improvements in accordance
with the Approved Working Drawings, which cost proposal shall reflect the
Contractor’s fixed or guaranteed maximum price for such work and, as nearly as
possible, the cost of all other Improvement Allowance Items to be incurred by
Tenant in connection with the construction and procurement of the Improvements
(the “Cost Proposal”).


4.3           Construction of Improvements by
Contractor.


4.3.1       Over-Allowance Amount. With the
Cost Proposal, Tenant shall deliver to Landlord an amount (the “Over-Allowance
Amount”) equal to the difference between (i) amount of the Cost Proposal and
(ii) the amount of the Improvement Allowance less any portion thereof already
disbursed by Landlord, or in the process of being disbursed by Landlord, on or
before the date the Cost Proposal is delivered (the “Cost Proposal Delivery
Date”). The Over Allowance Amount shall be disbursed by Landlord prior to the
disbursement of any then remaining portion of the Improvement Allowance, and
such disbursement shall be pursuant to the same procedure as the Improvement
Allowance. In the event that, after the Cost Proposal Delivery Date, any
revisions, changes, or substitutions shall be made to the Construction Drawings
or the Improvements, any additional Over-Allowance Amount which arise in
connection with such revisions, changes or substitutions shall be paid by
Tenant to Landlord immediately upon Landlord’s request as an addition to the
Over-Allowance Amount previously deposited with Landlord.


4.3.2      Coordination with Landlord. Tenant
shall coordinate the construction by Contractor with Landlord, and Tenant shall
pay a construction coordination fee (the “Landlord Coordination Fee”) to
Landlord in an amount equal to $10,000.00.


SECTION 5


FF&E ALLOWANCE


5.1           FF&K Allowance. Landlord
shall pay Tenant up to $237,185.00 ($5.00 per usable square foot of the
Premises) (the “FF&E Allowance Component”) of the Improvement Allowance to
compensate Tenant for Tenant’s actual out-of-pocket costs paid to third-parties
and directly associated with Tenant’s re-equipping and re-furnishing of the
Premises, including, but not limited to, (i) acquisition and installation of
furniture, fixtures and equipment, and (ii) telephone and data cabling
installation and hook-up (which Tenant shall have the right to



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directly contract for with a third party contractor approved
by Landlord). Such payment shall be made by Landlord to Tenant within thirty
(30) days after Tenant has moved into and taken occupancy of the Premises,
provided that Tenant is not in default, after the expiration of all applicable
cure periods, under this Lease, up to and including the date of the proposed
payment, and provided Tenant has delivered to Landlord invoices from such
third-parties covering items included in Tenant’s request for payment. Any such
payment by Landlord hereunder shall be applied against and reduce the
Improvement Allowance.


SECTION 6


MISCELLANEOUS


6.1           Tenant’s Representative.
Tenant has designated Susan Nelson as its sole representative with respect to
the matters set forth in this Tenant Work Letter, who, until further notice to
Landlord, shall have full authority and responsibility to act on behalf of the
Tenant as required in this Tenant Work Letter.


6.2           Landlord’s Representative.
Prior to commencement of construction of Improvements, Landlord shall designate
a representative with respect to the matters set forth in this Tenant Work
Letter, who, until further notice to Tenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Tenant Work
Letter.


6.3           Time of the Essence in This Tenant
Work Letter. Unless otherwise indicated, all references herein to a “number
of days” shall mean and refer to calendar days.



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