Exhibit 10.11 150 NW Point Lease






EXHIBIT 10.11




LEASE AGREEMENT


THIS  LEASE  AGREEMENT  (the "Lease")  is made and entered  into  this 22nd of May, 2012 (the "Effective  Date"), between 150 Northwest Point LLC, a Delaware limited liability company ("Landlord"),  and American Service Insurance Company, Inc., an Illinois corporation ("Tenant").


WITNESSETH:


1.  Leased Premises, Shared Areas and Term


A.  Leased Premises.


In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions, and covenants hereof, Landlord hereby demises and Leases to Tenant, and  Tenant  hereby  accepts   and  Leases  from  Landlord,   the  following   described  space,  to  wit: approximately  30,552 rentable square feet as shown and outlined on the plan attached hereto as Exhibit A  (the  "Leased  Premises")  on  the  third  floor,  located  in  the  building  commonly  known  as  150 Northwest  Point  Boulevard  (the  "Building"), situated  on  the  real  property  described  in  Exhibit  B attached  hereto (the "Property")  which is part of a development  in the Park at Northwest  Point, Elk Grove  Village,  Illinois  (the  "Development").  The  Leased  Premises  shall  be  occupied  and  used exclusively  for general office purposes and for legal purposes incidental thereto and shall not be used for any other purpose.


B.  Shared Areas.


Tenant shall have the right to use certain Shared Areas (as hereinafter defined) upon reasonable notice to Landlord,  but only to the extent  Landlord  keeps in place said Shared Areas in the Building and subject to terms and conditions contained  herein.   "Shared  Areas" shall mean those certain areas on the first floor of the Building as may be designated  from time to time by Landlord  for Tenant's shared use, which as of the Effective Date shall include one conference  room, a training room, two smaller training areas, the deli area, a mailroom, and a restroom/shower/locker  areas, all as located on the first floor of Building.  Landlord may remove any areas from the Shared Areas upon written notice to Tenant, provided that Tenant shall be entitled to use the deli area to satisfy its obligations under the Deli Contract (as hereinafter defined) until the Contract Assumption Date.  Furthermore, Tenant's right to use the conference room, training room and training areas or any similar areas as may be designated by Landlord, shall be subject to the following  conditions: (i) Tenant shall have requested use of such area by delivering written notice to Landlord within a reasonable period in advance of the date Tenant requested to use such area, (ii) such requested area shall not be reserved by Landlord or another tenant at such time or otherwise needed by Landlord at such time, and (iii) Tenant shall clean such area after its use and repair any damage to the area, furnishing  or other personal  property located therein  to a condition that existed prior to Tenant's  use of such area.


Tenant agrees to continue maintain the Food Services Management  Agreement  dated January 1, 2012 by and between Tenant and Aramark Corporation for the operation of the deli on the first floor of the Building  (the "Aramark  Contract")  at Tenant's sole cost and expense from the Effective  Date until such date (the "Contract  Assumption Date") which is the earlier to occur of (a) the date Landlord moves a substantial portion of its business operations to the Building, or (b) December 31,2012.  Upon the  Contract  Assumption  Date,  Tenant  shall  assign  and  Landlord  agrees  to  assume  the  Aramark Contract, provided that Tenant is not in default under any of the terms of the Aramark Contract. Notwithstanding  the foregoing, Landlord shall have the right to terminate Aramark Contract at anytime after the Contract Assumption  Date.   For the purposes of this paragraph a "substantial  portion" shall mean more than 200 employees.  During the term of the Aramark Contract or any replacement contract for deli services  at the Building  (collectively,  the "Deli  Contract"),  Landlord,  Tenant and any other tenants   in  the  Building   that  utilize  the  food   services   provided   under  the  Deli  Contract   (the "Participating   Tenants")  shall  share  in  the  monthly  costs  of  the  Deli  Contract  (the  "Shared  Deli Contract Costs") incurred by (y) Tenant up and until and Contract Assumption Date and (z) Landlord from and after the Contract  Assumption  Date in accordance  with the terms of this paragraph, unless such costs are a result of a default by Landlord or Tenant, which costs shall paid solely by the party that caused 









any such default thereunder.   Landlord's  share of the Shared Deli Contract Costs shall be equal to the percentage calculated by dividing number of employees of Landlord in occupancy of the Building on the first day of the month for which the Shared Deli Contract Costs are incurred by the total number of employees of Landlord, Tenant and Participating Tenants that are in occupancy on the first day of the same month.   Tenant's  share of the Shared Deli Contract Costs shall be equal to the percentage calculated by dividing number of employees of Tenant in occupancy of the Building on the first day of the month for which the Shared Deli Contract Costs are incurred by the total number of employees of Landlord, Tenant and the Participating Tenants that are in occupancy of the Building on the first day of the same month.  The party that is then responsible for the payment of the Share Deli Contract Costs shall timely pay the same and shall send a copy of the invoice to the other party, which shall pay its percentage share of the Shared Deli Contract Costs within fifteen (15) days after receipt of the invoice for the same.   Landlord or Tenant within five (5) days after the request of the other shall advise the requesting party of the total number of its employees that are in occupancy of the Building on the first day of the month in question.   The party responsible for paying the Shared Deli Contract Costs shall also make arrangements to obtain headcount information from the Participating Tenants.


C.  Term.


TO HAVE  AND  TO HOLD  the same  for a term of sixty (60)  months  commencing  on the Effective  Date,  and  ending  on  the  date  five  (5)  years  after  the  Effective  Date  ("Term")  unless terminated or extended pursuant to any provision hereof. Tenant acknowledges that no representations as to the repair of the Leased Premises, nor promises to alter, remodel or improve the Leased Premises have been made by Landlord, unless such are expressly set forth in this Lease.


D.  Moving Allowance.


On the Effective Date, Landlord shall pay Tenant $7,670 as a cash moving allowance.   Within fifteen  (15)  days  after  Tenant's   receipt  of  Landlord's   written  notice,  Tenant  agrees  to  move  all equipment,  furnishing  and  other personal  property  from  the first floor  mail and copy center to the Leased Premises.  Tenant shall repair any damage to the Building caused by moving such equipment.


E.  Condition of Leased Premises.


The taking of possession by Tenant shall be deemed conclusively to establish that the Building, other  improvements,  and  the  Leased  Premises  are  in  good  and  satisfactory  condition  as  of  when possession  was so taken (except for such items as Landlord  is permitted to complete  at a later date, which items shall be specified by Landlord to Tenant in writing).


2.  Rent


A.  Annual Rent and Security Deposit.


i.     Tenant agrees to pay to Landlord  for the Leased Premises in lawful money of the United  States  rent for  the first twelve  (12)  months  of the Term  equal  annual  rent equal  to $641,592 ("Annual Rent"), (which is equal to $21.00 per rentable square feet) payable in equal monthly  installments,  in advance, on the first day of the month  of each month of the Term, except that the monthly installment which otherwise shall be due on the commencement  date recited above, shall be due and payable on the date hereof.   Provided  that Tenant's is not in default of its obligations  hereunder, the monthly rent for the first five (5) months of the Term shall abate.  Notwithstanding the foregoing, during such abatement period, Tenant will be responsible for its share of electricity pursuant to Paragraph 3 below and any Additional Rent (as hereinafter defined) as may be due during such period.  Beginning with the sixth (6th) month of the Term, each monthly installment shall be due and payable without demand on or before the first day of each calendar month succeeding the commencement date; further provided, that the rental payment for any fractional calendar month at the commencement or end of the Lease term shall be prorated.   The Annual Rent shall increase by three percent (3%) per year on the first anniversary of the Effective Date and on each such succeeding anniversary of the Effective Date during the Term.











ii.  In addition, Tenant agrees to deposit with Landlord on the date hereof a standby, irrevocable,   transferable   letter   of  credit   in  favor   of  Landlord,   in  form   and   substance substantially  similar  to  the  form  attached  hereto  as  Exhibit  C  and  otherwise  acceptable  to Landlord,  in  the  amount  of  $485,000  (the  "Letter  of  Credit"),  issued  by  a  U.S.  financial institution reasonably acceptable to Landlord, which shall be maintained for the duration of the lease  or  until  such  earlier  time  as  determined  by  Landlord  in  its  sole  discretion,  it  being expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Landlord's  damages in case of Tenant's default.   The term of the Letter of Credit should extend to the date which is 60 days of the expiration  of Term.  Notwithstanding the foregoing, if for any reason the Letter of Credit shall terminate prior to such time, Tenant shall deliver to Landlord a replacement  Letter of Credit at least thirty (30) days prior to the expiration of the current Letter of Credit.  Upon the occurrence of any event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use such funds to the extent necessary to make good any arrears of rent or other payments due to Landlord hereunder, and any other damage, injury, expense or liability caused by any event of Tenant's default; and Tenant shall deliver to Landlord on demand a new or re-issued Letter of Credit in the full amount required hereby.  In addition, if Tenant fails to deliver to Landlord a replacement  Letter of Credit at least thirty  (30)  days prior to the expiration  of the current Letter of Credit as required hereunder, then Landlord shall be entitled to draw down the entire Letter of Credit as a cash security deposit, held to secure Tenant's obligations under this Lease.


In the event  of a  default  resulting  in  Landlord  drawing  down  on this  letter  of  credit,  any remaining balance not required to remedy said default shall be returned by Landlord to Tenant at such  time  after  termination  of  this  Lease  when  Landlord  shall  have  determined  that  all Tenant's  obligations under this Lease have been fulfilled.


Within thirty (30) days after Tenant's delivery of the Letter of Credit and an invoice evidencing full payment of the cost of the same, Landlord shall pay to Tenant an amount equal to the lesser of (i) one-half of the service fee charge by the issuing bank for the issuance the Letter of Credit, or (i) six thousand dollars ($6,000).   Notwithstanding  the foregoing, Landlord shall have the right at any time  by delivering  written  notice to Tenant, to permit  Tenant to reduce the  total amount  of the  Letter of  Credit  to $320,796  and  in  such event,  Landlord's obligation to pay Tenant shall be reduced to an amount equal to the lesser of (i) one-quarter of the service  fee  charge  by the issuing  bank  for  the issuance  the Letter of  Credit,  or (i) one thousand six hundred dollars ($1,600).


B.  Additional Rent.  "Additional Rent" shall mean any other amounts due by Tenant to Landlord hereunder, including without limitation charges for Taxes, Operating Costs, and Data Center Costs, payable pursuant to Sections  23, 24 and 25 hereof.   "Rent"  shall mean Annual Rent and Additional Rent.


3.  Electric Service


To the extent Tenant is not billed directly by a public utility, Tenant shall pay, upon demand, as Additional  Rent, for all electricity used by Tenant in the Leased Premises for lighting, convenience outlets,  and other direct  uses, an amount,  as reasonably  estimated  by Landlord  from  time  to time, which  Tenant  would  pay  for  such  electricity  if  the  same  were  separately  metered  to  the  Leased Premises by the local electric utility provider(s) and billed to Tenant at such utility provider(s)'  then current rates.  Initially, Tenant shall pay Tenant's  proportionate share (as defined in Section 21 hereof) of  the  total  electrical  charges  for  the  Building,  provided  that  Landlord  may  (but  shall  have  no obligation to) (i) install a separate electric meter for all or any portion of the Leased Premises and in such event Tenant shall pay metered amount directly to the electric utility provider(s), or (ii) engage an MEP  engineer  or  electrical  contractor  ("Electrical   Contractor")   to  determine  Tenant's  usage  of electricity  and  allocate  Tenant's   usage  as  a  percentage  of  the  total  usage for  the  portions  of  the Property on the same meter as Tenant, and Tenant shall pay the percentage of total electricity charges as determined by the Electrical Contractor.   Tenant shall furnish, at its own expense, all electric light bulbs, tubes and ballasts.  Tenant will not without the written consent of Landlord use any apparatus or device  in  the  Leased  Premises  which  will  in  anyway  increase  its  usage  beyond  the  amount  of electricity which Landlord determines to be commercially reasonable for use of the Leased Premises as general office space, nor connect with electric current (except through existing electrical outlets in the Leased  Premises) any apparatus  or device for the purpose  of using electric  current.  If Tenant shall require electric current in excess of that which is reasonably obtainable from existing electric outlets and normal for use of the Leased Premises as general 









office space, then Tenant shall first procure the consent of Landlord (which consent will not be unreasonably withheld).   Tenant shall pay all costs of installation  of  all  facilities  necessary  to  furnishing  such  excess  capacity  and  for  such  increased electricity  usage.   As  used  herein, "local  utility  provider"  shall  include  any  and  all  public  utility companies  and/or  private  utility  providers  (including  resellers)  that  charge  for  providing  electrical service to the Building.


Interruptions of any service shall not be deemed an eviction or disturbance  of Tenants use and possession  of  the  Leased  Premises  or any  part  thereof,  or  render  Landlord  liable  for  damages  by abatement of rent or otherwise or relieve Tenant from performance of Tenant's obligations under this Lease.


4.  Alterations


All  improvements  and  alterations  to  the  Leased  Premises  to  be made  by  Tenant  shall  be installed at the cost and expense of Tenant (which cost shall be payable on demand by Landlord as additional  rent),  but  only  in accordance  with  plans  and  specifications  which  have  been previously submitted to and approved in writing by Landlord, and only by Landlord or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld). In connection  with  any  request  for an approval  of alterations  by Tenant,  Landlord  may  retain  the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such  architect  and/or  engineer.  All  alterations,  additions,  improvements  and  partitions  erected  by Tenant  shall be and remain  the property of Tenant  during  the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, improvements and partitions erected by Tenant made after Lease Commencement  and restore the Leased Premises to its original  condition  by the  date of termination  of  this Lease  or upon  earlier  vacating  of the Leased Premises; provided, however, that, if at such time Landlord so elects, such alterations, additions, improvements and partitions shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Leased Premises and title shall pass to Landlord under this Lease as by a bill of sale. All such removals and restoration  shall be accomplished  in a good workmanlike manner by contractors approved in writing by Landlord so as not to damage the primary structure or structural  qualities  of the Building. All alterations,  additions  or improvements  proposed  by Tenant shall be constructed  in accordance with all governmental  laws, ordinances,  rules and regulations and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers  of  lien,  surety  company  performance   bonds  and  personal  guaranties  of  individuals  of substance,  as Landlord  shall require to assure payment  of the costs thereof and to protect  Landlord against any loss from any mechanics',  laborers',  materialmen's or other liens.


As of the Effective Date, Tenant shall be allowed to maintain its signage located on the North side of the exterior of the building as well as interior signs in the first and third floor lobbies, provided that (i) any and all costs to maintain said signs will be paid solely by Tenant, and (ii) upon not less than thirty (30) days notice,  Tenant shall at its sole cost and expense  remove the exterior  sign from the Building and repair any and all damage to the Building caused by such removal.  In the event Landlord is installing exterior signage at the time it delivers notice to Tenant to remove its sign, Landlord agrees to pay one-half of the cost of the lift required for the removal of Tenant's sign.  Upon the expiration of this Lease, any remaining signs will be removed by Tenant at Tenant's  sole expense and shall remain the property of Tenant.   Except as expressly set forth herein, Tenant shall have no right to install any signage on the Property or the interior or exterior of the Building.


5.  Service


A.  Landlord agrees to furnish Tenant, while occupying the Leased Premises, water, hot, cold and refrigerated, at those points of supply provided for general use of tenants; heated and refrigerated air conditioning in season at such times as Landlord normally furnishes these services to all tenants of the Building (including 9 AM to 1 PM on Saturday), and at such temperatures and in such amounts as are in accordance with any applicable statutes, rules or regulations and are considered by Landlord to be standard, such service  at other times and on Saturday  (except for 9 AM to 1 PM),  Sunday,  and holidays to be optional on the part of Landlord (Landlord hereby reserves the right to charge Tenant for any such optional service requested by Tenant on such basis as Landlord, in its sole discretion, determines); janitor service to the Leased Premises on weekdays other than holidays and such window washing  as  may  from  time  to  time  in  Landlord's   judgment  be  reasonably  required;  operatorless passenger  elevators  for  ingress  and 









egress  to  the floor  on  which  the  Leased Premises  are located, provided  Landlord  may  reasonably  limit  the  number  of elevators  to be in operation  on Saturdays, Sundays,  and holidays;  but failure to any extent to furnish  or any stoppage  or interruption  of these defined services, resulting from any cause, shall not render Landlord liable in any respect for damages to any person, property, or business, nor be construed as an eviction of Tenant or work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any equipment or  machinery  furnished  by  Landlord  cease  to  function  properly,  Landlord  shall  use  reasonable diligence to repair the same promptly, but Tenant shall have no claim for rebate of rent or damages on account  of  any  interruptions  in service  occasioned  thereby  or  resulting  therefrom.  Whenever  heat generating  machines  or  equipment  are  used  by  Tenant  in  the  Leased  Premises  which  affect  the temperature  otherwise  maintained  by the air conditioning  equipment,  Landlord reserves the right to install  supplementary  air conditioning  units  in  the  Leased  Premises  (or  for the use  of the  Leased Premises)  and the expense  of such purchase,  installation,  maintenance,  and repair shall  be paid by Tenant upon demand as additional rent.  Tenant shall have access to the Building and Premises seven (7) days a week, twenty four (24) hours a day, three hundred sixty five (365) days a year, subject to the terms and conditions hereof.


6.  Use of Premises


A. Tenant will not occupy or use, nor permit any portion of Leased Premises to be occupied or used, for any business or purpose other than that described above or for any use or purpose which is unlawful  in part or in  whole  or deemed  to be  disreputable  in any manner,  or extra  hazardous  on account of fire, nor permit anything to be done which will render void or in any way increase the rate of fire insurance on the Building or its contents, and Tenant, shall immediately cease and desist from such use, paying all costs and expenses resulting therefrom.


B.  Tenant shall at its own cost and expense promptly obtain any and all licenses and permits necessary for any permitted use. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use and its occupancy of the Leased Premises, and shall promptly comply with  all  governmental  orders  and  directives  for  the  correction,  prevention  and  abatement  of  any violations  or  nuisances  in  or  upon,  or  connected  with,  the  Leased  Premises,  all  at  Tenant's   sole expense. If, as a result of any change in the governmental laws, ordinances, and regulations, the Leased Premises must be altered to lawfully accommodate Tenant's use and occupancy, such alterations shall be made only with the consent of Landlord, but the entire cost shall be borne by Tenant; provided, that, the necessity of Landlord's  consent shall in no way create any liability against Landlord for failure of Tenant to comply with such laws, ordinances and regulations.


C.  Tenant will maintain the Leased Premises (including all fixtures installed by Tenant, water heaters within the Leased Premises and plate glass) in good repair, reasonable wear and tear excepted, and  in  a  clean  and  healthful  condition,  and  comply  with  all  laws,  ordinances,  orders,  rules,  and regulations  (state, federal,  municipal,  and  other  agencies  or bodies having  any jurisdiction  thereof) with reference to condition, or occupancy of the Leased Premises. Any repairs or replacements shall be with materials  and workmanship  of the same character,  kind and quality as the original. Tenant will not, without the prior written consent of Landlord, paint, install lighting or decorations, or install any signs, window or door lettering or advertising media of any type on or about the Leased Premises.


D.  Tenant will conduct its business and control its agents, employees  and invitees  in such a manner as not to create any nuisance, nor interfere with, annoy, or disturb other tenants or Landlord in the management of the Building.


E.  Tenant shall pay upon demand as additional rent the full cost of repairing any damage to the Leased Premises, Building or related facilities resulting from and/or caused in whole or in part by the negligence or misconduct of Tenant, its agents, servants, employees, patrons, customers, or any other person entering  upon  the Development  as a result  of Tenant's  business  activities  or resulting  from Tenant's  default hereunder.


F.  Tenant and Tenant's agents, employees, and invitees will comply fully with all rules and regulations of the Development,  the Building, parking area and related facilities which Landlord may establish  from  time  to  time.  Landlord  shall  at  all  times  have  the  right  to  change  such  rules  and regulations or to promulgate other rules and regulations in such reasonable manner as may be deemed advisable  for  the  safety,  care,  and  cleanliness  of  the  









Building  or  the  Development  and  for  the preservation of good order therein. Copies of all rules and regulations, changes, and amendments will be forwarded to Tenant in writing and shall be carried out and observed by Tenant. Tenant shall further be responsible  for the compliance  with such rules and regulations  by Tenant's  employees,  servants, agents and visitors.


G.  Tenant shall have access to any parking spaces designated for the Building on a first come, first service for its employees and invitees, provided that it shall not be entitled to use more parking spots  than  Tenant's   parking  share  (as  hereinafter  defined).    "Tenant's parking  share"  is the  total number of parking spots determined  by dividing  the square footage of the Leased Premises  by 250 (which as of the date of the Lease equals 122 parking spots).  Notwithstanding the foregoing, Landlord shall  have  the  right  to  designate  certain  parking  spaces  for  the  exclusive  use  by  Landlord,  its employees  and  invitees,  provided  that  if  Landlord  designates  more  than  twenty-five  (25)  parking spaces for its exclusive use then Tenant shall be entitled to a number of reserved parking spaces equal to Tenant's  Share of Excess Reserved Spaces.  "Tenant's Share of Excess Reserved Space" shall mean a  number  of reserved  parking  spaces  on  the Property  equal  to Tenant's proportionate  share  of the amount that Landlord's  total number of reserved parking spaces exceeds twenty-five (25).
H.  At termination  of this Lease, upon its expiration  or otherwise, Tenant shall deliver up the Leased Premises with all improvements located thereon (except as herein provided) in good repair and condition, reasonable wear and tear excepted, broom clean and free of all debris.


7. Inspections


Landlord shall have the right to enter the Leased Premises at any reasonable time upon prior notice to Tenant (which may be oral notice), for the following purposes: (i) to ascertain the condition of   the   Leased   Premises;   (ii)   to   determine   whether   Tenant   is   diligently   fulfilling   Tenant's responsibilities  under  this  Lease;  (iii)  to  clean  and  to  make  such  repairs  as  may  be  required  or permitted to be made by Landlord under the terms of this Lease; or (iv) to do any other act or thing which Landlord deems reasonable to preserve the Leased Premises and the Building. During the six (6) months prior to the end of the term hereof and at any time Tenant is in default hereunder,  Landlord shall have the right to enter the Leased Premises at any reasonable time during business hours for the purpose of showing the premises. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating and shall arrange to meet with Landlord for a joint inspection of the Leased Premises. In  the  event  of  Tenant's failure  to  give  such  notice  or  arrange  such  joint  inspection,  Landlord's inspection  at or after Tenant's  vacating the Leased Premises shall be conclusively deemed correct for purposes of determining Tenant's  responsibility for repairs and restoration.


8.  Assignment and Subletting


A.  Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or any part  of  the  Leased  Premises,  whether  voluntarily  or  by  operation  of  law,  or  permit  the  use  or occupancy of the Leased Premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented (which consent shall not be unreasonably  withheld).   In the event Tenant desires to sublet the Leased  Premises,  or any portion  thereof,  or assign  this  Lease,  Tenant  shall  give written  notice thereof  to  Landlord  within  a  reasonable  time  prior  to  the  proposed  commencement  date  of  such subletting or assignment,  which notice shall set forth the name of the proposed subtenant or assignee, the  relevant  terms  of  any  sublease  and  copies  of  financial  reports  and  other  relevant  financial information  of the proposed subtenant or assignee. In no event may Tenant sublet, nor will Landlord consent to any sublease of, all or any portion of the Leased Premises if the rent is determined in whole or in part based upon the income or profits derived by the sub-lessee (other than a rent based on a fixed percentage  or  percentages   of  receipts  or  sales).     Notwithstanding   any  permitted  assignment  or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment  of the rent  herein  specified and for compliance  with all of its other obligations  under the terms,  provisions  and  covenants  of  his  Lease.    Upon  the  occurrence  of  an "event  of  default"  (as hereinafter defined), if the Leased Premises or any part thereof are then assigned or sublet, Landlord, in  addition  to  any  other  remedies  herein  provided  or  provided  by law,  may,  at  its option,  collect directly  from  such  assignee  or  subtenant  all  rents  due  and  becoming  due  to  Tenant  under  such assignment or sublease and 









apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection  shall be construed  to constitute  a novation  or a release  of Tenant  from the further performance of Tenant's obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible  by Landlord only where consent is granted by Landlord.


B.  In addition  to, but not in limitation  of, Landlord's  right to approve  of any subtenant  or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed subletting or assignment,  to terminate  this Lease, or in the case of a proposed subletting  of less than the entire Leased  Premises,  to  recapture  the portion  of the  Leased  Premises  to  be sublet,  as of  the date  the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following  Landlord's  receipt of Tenant's written notice as required above. If this Lease shall be terminated  with respect to the entire Leased Premises pursuant to this paragraph, the term of this Lease shall end on the date stated in Tenant's  notice as the effective date of the sublease or assignment as if that date had been originally fixed in this Lease for the expiration  of the term hereof. If Landlord  recaptures  under this paragraph  only a portion of the Leased  Premises,  the rent  during the  unexpired  term  shall  abate  proportionately  based  on the rent contained  in this Lease as of the date immediately  prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with  respect  to this Lease, and any commissions  which  may  be due and owing  as a result  of any proposed assignment or subletting, whether or not the Leased Premises are recaptured pursuant hereto and rented by Landlord to the proposed tenant or any other tenant.  In the event of the recapture of a portion of the Leased Premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, the cost of all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architectural and/or engineering fees.


C.  Any assignment or subletting by Tenant pursuant to subparagraph 8A of all or any portion of the Leased Premises, or termination of the Lease for a portion of the Leased Premises pursuant to subparagraph 8B, shall automatically operate to terminate each and every right, option, or election, if any exist,  belonging  to  Tenant,  including  by way  of  illustration,  but  not limitation,  any  option  to expand  its premises or to extend or renew the term of Tenant's Lease for all or any portion of the Leased Premises -i.e. such rights and options shall cease as to both space sublet or assigned and as to any portion of the original Leased Premises retained by Tenant.


D.  For  the  purposes  of  this  Section  8  an  assignment  shall  be deemed  to  include  (without limitation)  (i) the sale  or transfer  of more  than  thirty-three  percent  (33%)  of the  direct  ownership interest of Tenant, (ii) the sale, assignment or transfer of a substantial portion of the assets of Tenant, or (iii) any merger or consolidation of Tenant with any entity, and shall require Landlord's  consent in accordance with subparagraph 8A hereof.


9.  Fire and Casualty Damage


A.  If  the  Building,  improvements,   or  Leased  Premises  are  rendered  partially  or  wholly untenantable by fire or other casualty, and if such damage cannot, in Landlord's  reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this Lease as of the date of such fire or casualty. Landlord shall exercise its option provided herein by written notice within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or Leased Premises  shall be deemed "materially  restored" if they are in such condition  as would not prevent or materially interfere with Tenant's  use of the Leased Premises for the purpose for which it was then being used.


B.  If this Lease is not terminated pursuant to Paragraph 9A, then Landlord shall proceed with all due diligence to repair and restore the Building, improvements or Leased Premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term exclusive of any option which is unexercised at the date of such damage).


C.  If this Lease shall be terminated pursuant to this Paragraph 9, the term of this Lease shall end on the date of such damage as if that date had been originally fixed in this Lease for the expiration of the term hereof. If this Lease shall 









not be terminated by Landlord pursuant to this Paragraph 9 and if the  Leased  Premises  is untenantable  in whole  or in  part following  such  damage,  the  rent payable during the period in which the Leased Premises is untenantable shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances. In the event that Landlord should fail to complete such repairs and material restoration  within one hundred fifty (150) days after the date of such  damage,  Tenant  may  at its option  and  as its sole  remedy  terminate  this  Lease  by delivering written notice to Landlord, whereupon the Lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this Lease for the expiration of the term hereof; provided however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental  regulation  or control or other causes  beyond the reasonable  control  of Landlord,  the period for restoration,  repair or rebuilding  shall be extended  for the amount  of time Landlord  is so delayed.


In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures,  additions  and  other  improvements  which  may  have  been  placed  in  or  about  the  Leased Premises  by Tenant.  Any  insurance  which  may  be carried  by Landlord  or Tenant  against  loss or damage to the Building or Leased Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.


D.  Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering  the Leased Premises,  Building or Property requires that any insurance  proceeds  be applied  to such  indebtedness,  then Landlord  shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days after such  requirement  is made  by any such  holder,  whereupon  the Lease  shall end on the date of such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the term hereof.


E.  Each  of  Landlord  and  Tenant  hereby  releases  the  other  from  any  and  all  liability  or responsibility  to  the  other  or  anyone  claiming  through  or  under  them  by  way  of  subrogation  or otherwise for any loss or damage to property caused  by fire, extended coverage perils, vandalism or malicious mischief, sprinkler leakage or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault or negligence  of the other party, or anyone for whom such party may be responsible, including any other tenants or occupants of the remainder of the Building in which the Leased Premises is located; provided, however, that this release shall be applicable and in force and effect only to the extent that such release shall be lawful at that time and in any event only with respect to loss  or damage  occurring  during such times as the releasor's policies shall contain a clause or endorsement  to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder and then  only to the extent  of the insurance  proceeds  payable  under  such  policies.  Each Landlord  and Tenant agrees that it will request its insurance carriers to include in its policies such a clause or endorsement. If extra cost shall be charged therefor, each party shall advise the other thereof and of the amount  of the extra  cost, and  the other  party, at  its  election,  may  pay  the same,  but shall  not be obligated  to  do so.  If such  other  party  fails  to  pay  such  extra  cost,  the release  provisions  of  this paragraph shall be inoperative against such other party to the extent necessary to avoid invalidation of such releasor's insurance.


F.   In the event of any damage or destruction  to the Building or the Leased Premises by any peril covered by the provisions of this Paragraph 9, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant or his licensees from such portion or all of the Building or the Leased Premises as Landlord shall request and Tenant hereby indemnifies and holds Landlord harmless from any loss, liability, costs, and expenses, including attorney's  fees, arising out of any claim of damage or injury as a result of any alleged failure to properly secure the Leased Premises prior to such removal and/or such removal.


10.  Liability


Landlord shall not be liable for and Tenant will indemnify  and hold Landlord harmless from any loss, liability, costs and expenses, including attorney's fees, arising out of any claim of injury or damage on or about the Leased Premises caused  by the negligence  or misconduct or breach of this Lease  by  Tenant,  its  employees,  subtenants,  invitees  or  by  any  other  person  entering  the  Leased Premises or the Building or Development under express or implied invitation of Tenant or arising out of Tenant's use of the Leased Premises. Landlord shall not be liable to Tenant or 









Tenant's agents, employees,  invitees  or any person  entering  upon  the  Development  in  whole  or  in part  because of Tenant's use of the Leased Premises for any damage to persons or property due to condition, design, or defect in the Building  or its mechanical systems  which may exist or occur, and Tenant assumes all risks of damage to such persons or property.  Landlord shall not be liable or responsible for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection,  war, court order, requisition  or order of governmental  body or authority, or other matter  beyond control of Landlord, or for any injury  or damage or inconvenience,  which may arise through repair or alteration of any part of the Building, or failure to make repairs, or from any cause whatever  except  Landlord's   willful  acts  or  gross  negligence.    Tenant  shall  procure  and  maintain throughout  the term of this Lease a commercial  general liability  policy of insurance  and a property policy  of insurance,  each  in form and substance  satisfactory  to Landlord,  at Tenant's  sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of or in connection  with: (i) the Leased  Premises;  (ii) the condition  of the Leased  Premises;  (iii)  Tenant's operations  in and maintenance  and use of the Leased  Premises;  and (iv) Tenant's  liability  assumed under  this  Lease;  the  limits  of such  policies  to  be  in the amount  of  not  less than $1,000,000  per occurrence  and $2,000,000  aggregate liability in respect of injury to persons (including death) and in the amount of not less than $1,000,000 per occurrence and $2,000,000 aggregate in respect of property damage or destruction, including loss of use thereof.   Such policies shall be procured by Tenant from responsible insurance companies satisfactory to Landlord.  A certified copy of such policies (including additional insured endorsements naming Landlord and any other designee of Landlord as an additional insured),  together  with  receipt  evidencing  payment  of the premium,  shall  be delivered  to Landlord prior to the commencement  date of this Lease.   Not less than thirty (30) days prior to the expiration date of such policy, a certified copy of a renewal thereof (bearing notations evidencing the payment of the renewal premium)  shall be delivered to Landlord.   Such policy shall further provide that not less than thirty (30) days' written notice shall be given to Landlord before such policy may be canceled or changed to reduce the insurance coverage provided thereby.


11.  Condemnation


A.  If any substantial part of the Building, improvements,  or Leased Premises should be taken for any public  or quasi-public  use under  governmental  law, ordinance  or regulation,  or by right of eminent  domain,  or by private  purchase  in lieu thereof  and the taking  would prevent  or materially interfere with the use of the Building or Leased Premises for the purpose for which it is then being used, this Lease shall terminate effective when the physical taking  shall occur in the same manner as if the date of such taking were the date originally fixed in this Lease for the expiration of the term hereof.


B.  If part of the Building, improvements,  or Leased Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the subparagraph above, this Lease shall not terminate  but the rent payable hereunder during the unexpired  portion of this Lease shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances  and  Landlord  shall  undertake  to  restore  the  Building,  improvements,  and  Leased Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances.


C.  In the event of any such taking or private purchase  in lieu thereof, Landlord  and Tenant shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation  proceedings; provided that Tenant shall not be entitled to receive any award for Tenant's loss of its leasehold interest, the right to such award being hereby assigned by Tenant to Landlord.


12.  Holding Over


Tenant will, at the termination  of this Lease by lapse of time or otherwise, yield up immediate possession to Landlord.   If Tenant retains possession of the Leased Premises or any part thereof after such termination, then Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes any one of  (i) creation of a month to month tenancy, upon the terms and conditions set forth in this Lease, or (ii) creation of a tenancy at sufferance, in any case upon the terms and conditions set forth in this Lease; provided, however, that the monthly rental (or daily rental under (ii) shall, in addition to all other sums which are to be paid by Tenant hereunder, whether or not as Additional 









Rent, be equal to one hundred fifty percent (150%) of the Rent being paid monthly to Landlord under this Lease immediately prior to such termination (prorated in the case of (ii) on the basis of a 365 day year for each day Tenant remains in possession).   If no such notice is served, then a tenancy at sufferance shall be deemed to be created at the rent in the preceding sentence.  Tenant shall also pay to Landlord all damages sustained by Landlord resulting from retention of possession by Tenant, including the loss of any proposed  subsequent  tenant for any portion  of the Leased Premises.   The provisions  of this paragraph  shall not constitute  a waiver by Landlord of any right of re-entry as herein set forth; nor shall receipt of any rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease for a breach of any of the terms, covenants, or obligations  herein on Tenant's  part to be performed.


13.  Quiet Enjoyment


Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant,  while  paying  the rental and  performing  its other covenants  and agreements  herein set forth, shall peaceably and quietly have, hold and enjoy the Leased Premises for the term hereof without hindrance or molestation  from Landlord subject to the terms and provisions  of this Lease.   Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such interference or disturbance.


14.  Default


A.  Tenant's Default.  Tenant shall be in default under this Lease if:


i.    Tenant shall fail to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment  of the rent herein reserved, any other amount treated as additional rent hereunder, or any other payment or reimbursement to  Landlord  required  herein,  whether  or  not  treated  as  additional  rent  hereunder,  and  such failure shall continue for a period of five (5) days from the date such payment was due; or


ii.  Tenant shall fail to comply with any term, provision or covenant of this Lease other than  by failing  to pay when or before  due  any  sum of money  becoming  due to  be paid to Landlord hereunder,  and shall not cure such failure within twenty (20) days (forthwith,  if the default involves a hazardous condition) after written notice thereof to Tenant; or


iii. Tenant shall abandon or vacate any substantial portion of the Leased Premises and cease to pay rent; or


iv.  Tenant shall fail to vacate the Leased Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant's right to possession only; or


v.   The leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord  to insure payment  thereof or shall fail to satisfy any judgment rendered thereon and have the same released, and such default shall continue for ten (10) days after written notice thereof to Tenant; or


vi. Tenant  shall  become  insolvent,  admit  in  writing  its  inability  to  pay  its  debts generally as they become due, file a petition  in bankruptcy  or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment  of a receiver of itself or of the whole or any  substantial  part  of  its  property,  or  file  a  petition  or  answer  seeking  reorganization  or arrangement  under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; or


vii. A  court  of  competent   jurisdiction   shall  enter   an  order,  judgment   or  decree adjudicating  Tenant  a bankrupt,  or appointing  a receiver  of Tenant,  or of the whole or any substantial  part of its property,  without  the consent  of Tenant,  or approving  a petition  filed against Tenant seeking reorganization  or arrangement  of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter  amended, or any state thereof, and such order, 









judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof.


B.  Landlord's Remedies.   Upon the occurrence  of any of such events of default described  in Paragraph  14 hereof or elsewhere in this Lease, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever:


i.   Landlord may, at its election, terminate this Lease or terminate Tenant's right to possession only, without terminating the Lease;


ii.  Upon any termination of this Lease, whether by lapse of time or otherwise, or upon any termination  of Tenant's  right to possession without termination  of the Lease, Tenant shall surrender  possession  and  vacate  the  Leased  Premises  immediately,  and  deliver  possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon  the  Leased  Premises  in  such  event  with  or  without  process  of  law  and  to  repossess Landlord of the Leased Premises as of Landlord's former estate and to expel or remove Tenant and any others who may be occupying or within the Leased Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass, eviction or forcible entry  or  detainer,  and  without  incurring  any  liability  for  any  damage  resulting  therefrom, Tenant hereby waving any right to claim damage  for such reentry and expulsion, and without relinquishing  Landlord's  right to rent  or any other  right  given  to Landlord  hereunder  or  by operation of law;


iii. Upon  any  termination  of  this  Lease,  whether  by  lapse  of  time  or  otherwise, Landlord  shall  be entitled to recover  as damages,  all rent, including  any amounts  treated  as additional   rent  hereunder,  and  other  sums   due  and  payable   by  Tenant  on  the  date  of termination, plus the sum of (i) an amount equal to the then present value of the rent, including any amounts treated as additional rent hereunder, and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the fair rental value of the Leased Premises for such residue (taking into account the time and expense necessary to obtain a replacement tenant  or  tenants,  including  expenses  hereinafter  described  in  subparagraph  (d)  relating  to recovery of the Leased Premises, preparation  for reletting and for reletting itself), and (ii) the cost  of  performing  any  other  covenants  which  would  have  otherwise  been  performed  by Tenant;
iv.    (1)       Upon  any  termination   of  Tenant's   right  to  possession  only  without termination  of the  Lease,  Landlord  may,  at Landlord's option,  enter  into  the Leased  Premises,  remove  Tenant's signs  and other  evidences  of tenancy,  and take and hold possession thereof as provided in subparagraph  (b) above, without such entry and possession terminating the Lease or releasing Tenant, in whole or in  part,  from  any  obligation,  including  Tenant's obligation  to  pay  the  rent, including any amounts treated as additional rent, hereunder for the full term. In any such case Tenant shall pay forthwith to Landlord,  if Landlord  so elects, a sum equal to the entire amount of the rent, including any amounts treated as additional rent hereunder, for the residue ofthe stated term hereof plus any other sums provided herein to be paid by Tenant for the remainder of the Lease term;


(2)     Landlord  may,  but  need  not,  relet  the  Leased  Premises  or  any  part thereof for such rent  and upon such terms  as Landlord,  in its sole discretion, shall determine (including the right to relet the Leased Premises for a greater or lesser term than that remaining  under this Lease, the right to relet the Leased Premises as a part of a larger area, and the right to change the character or use made of the Leased Premises).   If Landlord decides to relet the Leased Premises or a duty to relet is imposed upon Landlord by law, Landlord and Tenant agree that Landlord shall only be required to use the same efforts Landlord then uses to Lease other properties  Landlord owns or manages (or if the Leased Premises is then managed for Landlord, then Landlord will instruct such manager to use the  same  efforts  such  manager  then  uses  to  Lease  other  space  or  properties which it owns or manages);  provided,  however that Landlord  (or its manager) shall not be required to give any preference or priority to the showing or teasing of the Leased Premises over any other space that Landlord (or its manager) may be leasing or have available and may place a suitable prospective tenant in any such  available   space   regardless   of  when  such   alternative   space   becomes available;  provided, further  that Landlord shall not be required to observe any instruction given by Tenant about such reletting or accept any tenant offered by Tenant unless such offered tenant has a creditworthiness  acceptable to Landlord, Leases the entire Leased Premises, agrees to use the leased premises in a manner consistent with the Lease and Leases the Leased Premises at the same rent, for no more than the current term and on the same 









other terms and conditions as in this  Lease  without  the  expenditure  by  Landlord  for  tenant  improvements  or broker's  commissions. In any such case, Landlord may, but shall not be required to,  make  repairs,  alterations  and  additions  in or  to  the  Leased  Premises  and redecorate  the same to the extent  Landlord  deems  necessary  or desirable,  and Tenant  shall,  upon  demand,  pay  the  cost  thereof,  together  with  Landlord's expenses  of reletting,  including,  without  limitation,  any  broker's   commission incurred by Landlord. If the consideration  collected by Landlord  upon any such reletting  plus any sums previously  collected  from Tenant  are not sufficient  to pay the full amount of all rent, including any amounts treated as additional rent hereunder and other sums reserved in this Lease for the remaining term hereof, together  with  the  costs  of  repairs,  alterations,   additions,   redecorating,  and Landlord's   expenses   of   reletting   and  the  collection   of  the   rent  accruing therefrom  (including  attorney's fees  and  broker's  commissions),  Tenant  shall pay to Landlord the amount of such deficiency upon demand and Tenant agrees that Landlord may file suit to recover sums failing due under this section from time to time;


v.     Landlord may, at Landlord's  option, enter into and upon the Leased Premises, with or without process of law, if Landlord determines  in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible  hereunder  and correct  the same,  without  being deemed  in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any  damage  resulting  therefrom  and  Tenant  agrees  to  reimburse  Landlord,  on  demand,  as additional rent, for any expenses which Landlord may incur in thus effecting compliance  with Tenant's  obligations under this Lease;


vi.    Any  and  all  property  which  may  be  removed  from  the  Leased  Premises  by Landlord pursuant to the authority of the Lease or of law, to which Tenant is or may be entitled, may be handled, removed and stored, as the case may be, by or at the direction of Landlord at the risk, cost and expense of Tenant, and  Landlord  shall in no event be responsible  for the value, preservation  or safekeeping  thereof.  Tenant  shall pay to Landlord,  upon demand,  any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord's  possession or under Landlord's  control. Any such property of Tenant not retaken  by Tenant from storage  within thirty (30) days after removal from the Leased Premises shall, at Landlord's  option, be deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale without further payment or credit by Landlord to Tenant.


In  the  event  Tenant  fails  to  pay  any  installment  of  rent,  including  any  amount  treated  as additional rent hereunder, or other sums hereunder as and when such installment or other charge is due, Tenant shall pay to Landlord on demand a late charge in an amount equal to five percent (5%) of such installment  or other charge overdue in any month and five percent (5%) each month thereafter  until paid in full to help defray the additional cost to Landlord for processing such late payments, and such late charge shall be additional rent hereunder and the failure to pay such late charge within ten (10) days after demand therefor  shall be an additional event of default hereunder. The provision  for such late charge shall be in addition to all of Landlord's  other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's  remedies in any manner.


Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder  or of any damages  accruing  to Landlord  by reason  of the violation  of any of the terms, provisions  and covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed a termination  of this Lease or an acceptance of the surrender of the Leased Premises, and no agreement to terminate this Lease or accept a surrender of said premises shall be valid unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of  any  of  the  terms,  provisions  and  covenants  herein  contained  shall  be  deemed  or  construed  to constitute  a waiver of any other violation  or breach  of any of the terms,  provisions  and covenants herein contained. Landlord's  acceptance of the payment ofrental or other payments hereunder after the
occurrence of an event of default shall not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies herein provided  upon an event  of default shall not be deemed  or construed  to constitute  a waiver of such default  or  of  Landlord's   right  to  enforce  any  such  remedies  with  respect  to  such  default  or  any subsequent default. If, on account of any breach or default by Tenant in Tenant's  obligations under the terms and conditions of this Lease, it shall become necessary or appropriate 









for Landlord to employ or consult  with  an attorney  concerning  or  to enforce  or  defend  any  of Landlord's rights or  remedies hereunder, Tenant agrees to pay any attorney's fees so incurred.


Without limiting the foregoing, Tenant hereby: (i) expressly waives any right to trial by jury; and (ii) expressly  waives  the service of any notice  under  any existing  or future law of the State of Illinois applicable to landlords and tenants.


Tenant hereby constitutes and irrevocably appoints any attorney of any court to be the true and lawful attorney of Tenant, and, in the name, place and stead of Tenant, to appear for and on behalf of Tenant in any court of record at any time in any suit or suits brought against Tenant for the enforcement of any right hereunder by Landlord, to waive the issuance and service of process and trial by jury, and, from time to time, to confess judgment or judgments in favor of Landlord and against Tenant for any rent, including  any amounts  treated  as additional  rent hereunder,  other charges,  and interest  thereon  due hereunder by Tenant to Landlord and not paid and for costs of suit and for a reasonable attorney's fee in favor of Landlord to be fixed by the court, and to release all errors that may occur or intervene in such proceedings, including the issuance of execution upon any such judgment, and to stipulate that no appeal shall be prosecuted  from such judgment  or judgments,  or that no proceedings  in chancery  or otherwise shall be filed or prosecuted to interfere in any way with the operation of such judgment or judgments,  or  of  any  execution  issued  thereon  or  with  any  supplemental  proceedings  taken  by Landlord  to collect the amount of any such judgment or judgments, and to consent that execution on any judgment or decree in favor of Landlord and against Tenant may issue forthwith.


15.  Landlord's Lien


In addition to any statutory lien for rent in Landlord's favor, Landlord shall have and Tenant hereby  grants  to  Landlord  a continuing  security  interest  for  all  rentals  and  other  sums  of  money becoming due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory, accounts, contract rights, chattel paper and other personal property of Tenant situated on the Leased Premises, and such property shall not be removed therefrom  without the consent of Landlord  until all arrearages in rent as well as any and all other sums of money then due to Landlord hereunder shall first have  been paid and discharged.  In the event of a default  under this Lease,  Landlord  shall  have, in addition  to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial   Code,  including   without  limitation   the  right  to  sell  the  property  described   in  this Paragraph  16 at public or private sale upon five (5) days'  notice to Tenant. Tenant hereby agrees to execute   such  financing   statements   and  other  instruments   necessary   or  desirable   in  Landlord's discretion  to perfect  the security  interest  hereby  created.  Any  statutory  lien  for  rent  is not  hereby waived, the express contractual lien herein granted being in addition and supplementary thereto.


16.  Mortgages




Tenant accepts this Lease subject  and subordinate  to any mortgage(s)  and/or deed(s)  of trust now or at any time hereafter constituting a first lien or charge upon the Property, or the improvements situated thereon, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's  interest in this Lease superior to any such instrument,  then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be deemed superior to such lien whether this Lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any such mortgagee  for the purpose of subjecting  and subordinating  this Lease to the lien of any such mortgage or for the purpose of evidencing the superiority of this Lease to the lien of any such mortgage, as may be the case.


17.  Landlord's Liability


In no event shall Landlord's  liability for any breach of this Lease exceed the amount of rental then remaining unpaid for the then current term (exclusive of any renewal periods which have not then actually commenced). This provision is not intended to be a measure or agreed amount of Landlord's liability with respect to any particular breach, and shall not be utilized by any court or otherwise for the purpose of determining any liability of Landlord hereunder, 









except only as a maximum amount not to be exceeded in any event.


18.  Mechanics and Other Liens


Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord in the Leased Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including  those who may furnish  materials  or perform labor for any construction  or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Tenant by this Lease. Tenant covenants  and agrees that it will pay or cause to be paid all sums  legally  due  and  payable  by  it on  account  of  any  labor  performed  or  materials  furnished  in connection  with any work performed on the Leased  Premises on which any lien is or can be validly and legally asserted against its leasehold interest in the Leased Premises or the improvements  thereon and that it will save and hold Landlord harmless from any and all loss, liability, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, title and interest of Landlord in the Leased Premises or under the terms of this Lease. Tenant will not permit any mechanic's lien or liens or any other liens which may be imposed by law affecting Landlord's or its mortgagees'  interest in the Leased Premises or the Building to be placed upon the Leased Premises or the Building arising out of any action or claimed action by Tenant, and in case of the filing of any such lien Tenant will promptly pay same. If any such lien shall remain in force and effect for twenty (20)  days  after  written  notice thereof  from  Landlord  to Tenant,  Landlord  shall  have the  right  and privilege of paying and discharging the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be so much additional rent hereunder due from Tenant to Landlord and shall be paid to Landlord immediately on rendition of bill therefor.  Notwithstanding  the foregoing, Tenant shall have the right to contest any such lien in good faith and with all due diligence so long as any such contest, or action taken in connection  therewith, protects the interest of Landlord and Landlord's  mortgagee in the Leased Premises, and Landlord and any such mortgagee are, by the expiration  of said twenty (20) day period, furnished  such protection, and indemnification  against any loss, liability, cost or expense related to any such lien and the contest thereof as are satisfactory to Landlord and any such mortgagee.


19.  Notices


Any  notice  pursuant   to  this  Lease  shall   be  given  in  writing   by  (a) personal  delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered  or certified  mail,  return  receipt  requested,  (d) legible  facsimile  transmission  or (e) email transmission, in each case sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of facsimile or email transmission,  as of the date of the transmission provided that such transmission  is received by the intended addressee prior to 5:00 p.m. Chicago, Illinois time (and  any  transmission  received  from  and  after  5:00p.m., Chicago,  Illinois  time,  shall  be deemed received on the next business day).  Notices given by Landlord's or Tenant's attorneys identified below shall be deemed to have been given by Landlord or Tenant, as the case may be.  Unless changed in accordance  with this Paragraph 19, the addresses for notices given pursuant to this Lease shall be as follows:


If to Tenant:     
American Service Insurance Company, Inc. 
c/o Atlas Financial Holdings, Inc.
150 Northwest Point Boulevard
Elk Grove Village, IL 60007
Attention:  Scott Wollney
Fax No.:  (847) 228-2580
Email:  swollney@atlas-fin.com


with a copy to:     
DLA Piper LLP (US)
203 North LaSalle Street, Suite 190









Chicago, Illinois  60601
Attention:  Kimberlie Pearlman, Esq. 
Fax No.:  (312) 251-2162
Email:  kimberlie.pearlman@dlapiper.com


If to Landlord:     
150 Northwest Point LLC
c/o Topco Associates LLC
7711 Grosse Point Road
Skokie, IL 60077
Attention:  Thomas Frey
Fax No.:  (847) 676-5634
Email:  tfrey@topco.com


with a copy to:     
K&L Gates LLP
70 West Madison, Suite 3100
Chicago, Illinois 60602
Attention:  Lawrence A. Eiben
Fax No.:  (312) 827-1268
Email:  larry.eiben@klgates.com


20.  Miscellaneous


A.  Words of any gender used in this Lease shall be held and construed  to include any other gender,  and  words  in  the  singular  number  shall  be  held  to  include  the  plural,  unless  the  context otherwise requires.


B.  The terms, provisions and covenants and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal representatives,  successors  and  permitted  assigns,  except  as  otherwise  expressly  provided  herein. Landlord shall have the right to assign any of its rights and obligations under this Lease and Landlord's grantee or Landlord's  successor  shall upon such assignment,  become "Landlord" hereunder,  thereby freeing and relieving the grantor or assignor of all covenants and obligations of "Landlord" hereunder; provided,  however,  that  no successor  Landlord  shall  be responsible  for  the  return  of any  security deposit  provided  for  pursuant  to  Paragraph  2ii  unless  such  successor  receives  the  deposit.  Tenant agrees  to  furnish  promptly  upon  demand,  a  corporate  resolution,  proof  of  due  authorization   by partners, or other appropriate  documentation  evidencing  the due authorization  of Tenant to enter into this Lease. Nothing herein contained shall give any other Tenant in the Building of which the Leased Premises is a part any enforceable rights either against Landlord or Tenant as a result of the covenants and obligations of either party set forth herein.


C.  The captions inserted in this Lease are for convenience  only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof.


D.  Tenant shall at anytime  and from time to time within ten (10) business days after written request from Landlord execute and deliver to Landlord or any prospective Landlord or mortgagee or prospective mortgagee a sworn and acknowledged  estoppel certificate, in form reasonably satisfactory to Landlord and/or Landlord's  mortgagee or prospective  mortgagee certifying  and stating as follows: (i)  this  Lease  has  not  been  modified  or  amended  (or  if  modified  or  amended,  setting  forth  such modifications  or amendments);  (ii) this Lease (as so modified or amended)  is in full force and effect (or if not in full force and effect, the reasons therefor); (iii) Tenant has no offsets or defenses to its performance  of the terms and provisions of this Lease, including  the payment of rent (or if there are any such defenses or offsets, specifying the same); (iv) Tenant is in possession of the Leased Premises if  such  be  the  case;  (v)  if  an  assignment  of  rents  or  Leases  has  been  served  upon  Tenant  by  a mortgagee or prospective mortgagee, Tenant has received such assignment  and agrees to be bound by the provisions thereof; and (vi) any other 









accurate statements reasonably required by Landlord or its mortgagee or prospective  mortgagee. It is intended  that any such statement delivered  pursuant to this subsection  may  be  relied  upon  by  any  prospective  purchaser  or  mortgagee  and  their  respective successors and assigns and Tenant shall be liable for all loss, cost or expense resulting from the failure of any sale or funding  of any loan caused  by any material  misstatement  contained  in such estoppel certificate.   Tenant   hereby   irrevocably   appoints   Landlord   or  if  Landlord   is  a  trust,  Landlord's beneficiary,  as attorney-in-fact  for Tenant with full power and authority to execute and deliver in the name  of  Tenant  such  estoppel  certificate  if Tenant  fails  to  deliver  the  same  within  such  ten  (10) business day period and such certificate as signed by Landlord or Landlord's  beneficiary, as the case may be, shall be fully binding on Tenant, if Tenant fails to deliver a contrary certificate within five (5) days  after  receipt  by  Tenant  of  a  copy  of  the  certificate  executed   by  Landlord  or  Landlord's beneficiary, as the case may be, on behalf of Tenant.


E.  This  Lease may not  be altered,  changed  or amended  except  by an instrument  in writing signed by both parties hereto.


F.   All obligations  of  Tenant  hereunder  not  fully  performed  as  of  the  expiration  or  earlier termination  of the term  of this Lease shall survive  the expiration  or earlier  termination  of the term hereof, including without limitation, all payment obligations  with respect to taxes and Operating Costs and all obligations concerning the condition of the premises. Upon the expiration or earlier termination of the term hereof, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary:  (i) to repair and restore the Leased Premises as provided herein; and (ii) to discharge Tenant's obligation for unpaid taxes, Operating  Costs or other amounts  due Landlord, if any. All such amounts  shall be used and held by Landlord for payment of such obligations  of Tenant, with Tenant being liable for any additional  costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations  have  been  determined  and  satisfied.  Any  security  deposit  held  by  Landlord  shall  be credited against the amount payable by Tenant under this subparagraph 21F.


G.  If any clause,  phrase, provision  or portion of this Lease or the application  thereof to any person or circumstance  shall be invalid or unenforceable  under applicable  law, such event shall not affect,  impair  or render  invalid  or unenforceable  the remainder  of this Lease nor any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase, provision or portion hereof to other persons or circumstances,  and it is also the intention of the parties to this Lease that  in  lieu  of  each  such  clause,  phrase,  provision   or  portion  of  this  Lease  that  is  invalid  or unenforceable,  there be added as a part of this Lease contract a clause, phrase, provision or portion as similar  in  terms  to  such  invalid  or  unenforceable  clause,  phrase,  provision  or  portion  as  may  be possible and be valid and enforceable.


H.  Submission  of this Lease shall not be deemed to be a reservation  of the Leased Premises. Landlord shall not be bound hereby until its delivery to Tenant of an executed copy hereof signed by Landlord, already having been signed by Tenant, and until such delivery Landlord reserves the right to exhibit  and  Lease  the  Leased  Premises  to  other  prospective  tenants.  Notwithstanding   anything contained herein to the contrary, Landlord may withhold delivery of possession of the Leased Premises from  Tenant  until  such  time  as  Tenant  has  paid  to  Landlord  the  security  deposit  required  by subparagraph  2B hereof, the first month's  rent as set forth in subparagraph  2A hereof, and any sum owed pursuant to Paragraph 5 hereof.


I.  Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded  from the computation  for any such period  of time,  any  delays  due to causes  of any  kind  whatsoever  which  are  beyond  the  control  of Landlord.




J.   Each of the parties (i) represents  and warrants  to the other that it has not dealt with any broker or finder in connection with this Lease; and (ii) indemnifies and holds the other harmless from any and all losses,  liability,  costs or expenses  (including  attorneys'  fees)  incurred  as a result  of an alleged breach of the foregoing warranty.


21.  Substitution  of Premises


At any  time  after  date  of execution  of  this  Lease,  Landlord  may  substitute  for  the  Leased Premises, other 









premises in the Development  (the "new  premises"), in which event the new premises shall  be deemed  to be the Leased Premises  for all purposes  under this Lease, provided:  (i) the new premises shall be substantially  similar to the Leased Premises in square footage and appropriateness for the use of Tenant's purposes; (ii) if Tenant is then occupying the Leased Premises, Landlord shall pay all reasonable expenses directly related to moving Tenant, its property and equipment  to the new premises and such moving shall be done at such time and in such manner so as to cause the least inconvenience  to Tenant;  (iii)  Landlord  shall  give  to  Tenant  not  less  than  ninety  (90)  days'  prior written notice of such substitution; (iv) Landlord shall, at its sole cost, improve the new premises with improvements substantially similar to those located in the Leased Premises, and (v) Landlord shall reimburse Tenant for all costs ancillary to such move including but not limited to stationery,  business card, changes in websites and other public materials referencing Tenant's address, filing fees for notice to regulatory  bodies of the change of address, transition  and service fees incurred to ensure a smooth transition of computer hardware and software applications.


22.  Certain Rights Reserved To Landlord


Landlord reserves and may exercise the following rights without affecting Tenant's obligations hereunder:


A.  to change the name or street address of the Building;


B.  to install and maintain a sign or signs on the exterior of the Building;


C.  to have access for Landlord and the other tenants of the Building to any mail chutes located on the Leased Premises according to the rules of the United States Post Office;


D.  to designate  all sources furnishing  sign painting and lettering, ice, drinking water, towels, coffee cart service and toilet supplies, lamps and bulbs used on the leased premises, subject to any conditions set forth in the Aramark Contract;


E.  to retain at all times pass keys to the Leased Premises;


F.   to grant to anyone the exclusive right to conduct any particular business or undertaking  in the Building, other than insurance or insurance related businesses;


G.  to  close  the  Building  after  regular  working  hours  and  on  the  legal  holidays  subject, however, to Tenant's right to admittance, under such reasonable regulations as Landlord may prescribe


from time to time, which may include by way of example but not of limitation, that persons entering or leaving  the  Building  identify  themselves  to a watchman  by registration  or otherwise  and that  said persons establish their right to enter or leave the Building; and


H.  to  take  any  and  all  measures,  including   inspections,  repairs,  alterations,   decorations, additions  and  improvements  to  the  Leased  Premises  or  to  the  Building,  as  may  be  necessary  or desirable  for  the  safety,  protection  or  preservation   of  the  Leased  Premises  or  the  Building  or Landlord's  interests, or as may be necessary or desirable in the operation of the Building.


I.  to   add,   remove    or   modify    buildings,    roadways,    walkways,    landscaping,    lakes, grading and other improvements in or to the Development.


Landlord may enter  upon the Leased Premises  and may exercise  any or all of the foregoing rights hereby reserved without being deemed  guilty of an eviction or disturbance  of Tenant's use or possession and without being liable in any manner to Tenant and without abatement of rent or affecting any of Tenant's  obligations hereunder.




23. Taxes.




A.  Landlord agrees to pay all general and special taxes, assessments and governmental charges of any kind  and 









nature  whatsoever  (collectively  "Taxes")  lawfully  levied  against  the Property,  the Building,  and  the  grounds,  parking  areas,  driveways  and  alleys  around  the  Building.    If  for  any calendar  year applicable  to the Term  (or any extension  of such Term),  the Taxes  that are due and payable during such calendar year shall exceed the Taxes that were due and payable during the 2011 calendar year (subject to any later adjustments) ("Landlord's Share"), Tenant shall pay to Landlord as additional rent, upon demand at the time the bill for such tax year issues, Tenant's  proportionate share of the amount of such excess applicable to each installment less any monthly payments paid by Tenant as provided below for such tax year.


B.  During December  of each year of the Term or as soon thereafter  as practicable, Landlord shall give Tenant written notice of its estimate of amounts payable under subparagraph A above for the ensuing  calendar  year.    On  or  before  the  first  day  of  each  month  thereafter,  Tenant  shall  pay to Landlord as additional rent one-twelfth (1/12th) of such estimated amount, provided that if such notice is not given in December,  Tenant shall continue to pay on the basis of the prior year's  estimate until the first day of the month after the month in which such notice is given.   If at any time it appears to Landlord that the amounts payable under subparagraph A above for the then current calendar year will vary from its estimate  by more than five percent  (5%),  Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate.


Within  ninety  (90)  days  after  the  close  of  each  calendar  year  or  as  soon  thereafter  as practicable,  Landlord  shall  deliver to Tenant  a statement  showing  the taxes  under  subparagraph  A above and Tenant's proportionate share thereof.   If such statement shows an amount due from Tenant that is less than the estimated payments previously paid by Tenant, it shall be accompanied  by a refund of the excess to Tenant.    If such statement  shows an amount due from Tenant that is more than the estimated  payments  previously  paid  by  Tenant,  Tenant  shall  pay  the  deficiency  to  Landlord,  as Additional Rent, within thirty (30) days after delivery of the statement.


"Tenant's proportionate  share" as used in this Lease shall mean a fraction, the numerator  of which  is the gross leasable  area of the Leased  Premises  and the denominator  of which is the gross leasable  area  contained  in the  Building,  in each  case  as  reasonably  determined  by Landlord.    For purposes hereof the numerator is 30,552 and the denominator  is 176,844 and Tenant's  "proportionate share" is 17.28%.


C.  If at any time during the term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the whole or any part of any taxes, assessments  or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed  or imposed  on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents for the present or any future building on the Property, then all such taxes, assessments, levies or charges,  or the part thereof  so measured  or based,  shall  be deemed  to be included  within  the term "taxes" for the purposes hereof.


D.  Any payment to be made pursuant to this Paragraph 23 with respect to the real estate tax year in which this Lease commences or terminates shall be prorated.


24.  Operating Cost Escalation.




A.   If,  in  any  calendar  year  falling  partly  or  wholly  within  the  Term,  Operating  Costs  (as hereinafter  defined)  paid  or  incurred  by  Landlord  shall  exceed  the  Operating  Costs  for  the  2011 calendar year, Tenant shall pay upon demand to Landlord for such year as additional rent Tenant's proportionate  share  of such  excess.   Any payment  to  be made  pursuant  to this Paragraph  24  with respect to the year in which this Lease commences or terminates shall be prorated.


As used in this Lease, the term "Operating  Costs" shall mean any and all expenses, costs and disbursements   (other  than  taxes)  of  any  kind  and  nature   whatsoever   incurred  by  Landlord   in connection  with the ownership,  leasing, management,  maintenance,  operation,  cleaning and repair of the  Building  or  the  Property  or  any  improvements   situated  on  the  Property  (including,  without limitation,  the costs of maintaining and repairing parking lots, parking structures, and easements, the costs of maintaining, repairing and providing utilities to the Shared 









Areas, property management  fees, increased interest costs as specified below, salaries, fringe benefits and related costs, for building staff, janitorial services for the Building and Property, waste hauling and disposal, insurance costs of every kind and nature, heating and air conditioning costs, common area utility costs such as electricity, sewer and  water charges,  the  costs  of routine  repairs,  maintenance  and  decorating,  and the Building's  or Property's share  of costs  of the Development,  and  the  Building's  or Property's  share  of the  costs payable under the parking garage easement) which Landlord shall pay or become obligated to pay in respect  of  a  calendar  year  (regardless  of  when  such  operating  costs  were  incurred),  except  the following: (i) costs of alterations of Tenants'  premises; (ii) costs of capital improvements,  (except that Operating  Costs shall include the costs of any capital improvements  which are required by any law, code,  regulation  or  ordinance  enacted  after  the  Effective  Date  or  which  are  intended  to  reduce Operating Costs); (iii) depreciation; (iv) interest and principal payments on mortgages, and other debt costs (but any cost due to an increase in the interest rate over the initial rate on the original long term first lien mortgage shall be included); (v) real estate  brokers'  leasing commissions  or compensation; (vi)  any  cost  or  expenditure  (or  portion  thereof)  for  which  Landlord  is  reimbursed,  whether  by insurance  proceeds or otherwise,  and (vii) cost of any service furnished to any other occupant  of the Building which Landlord does not provide to Tenant hereunder.   Notwithstanding  anything contained herein  to the contrary,  depreciation  of any capital  improvements  made  after the date  of this Lease which are intended to reduce Operating Costs or which are required under any governmental laws, regulations,  or ordinances  which were not applicable  to the Building at the time it was constructed, shall be included in Operating Costs.  The useful life of any such improvement shall be reasonably determined  by Landlord.    In addition, interest on the undepreciated cost of any such improvement (at the prevailing construction  loan rate available to Landlord on the date the cost of such improvement was incurred) shall also be included in Operating  Costs.    In the event Landlord elects to self insure, insure  with  a deductible  in excess  of  $1,000  or  obtain  insurance  coverage  in  which  the  premium fluctuates in proportion to losses incurred, then Landlord shall estimate the amount of premium that Landlord  would  have  been  required  to  pay  to  obtain  insurance   coverage  (or  insurance  coverage without such provision) with a recognized carrier and such estimated amount shall be deemed to be an Operating  Cost.   Landlord  may, in a reasonable  manner,  allocate  insurance  premiums  for so-called "blanket" insurance policies  which insure other properties  as well as the Building and said allocated amount shall be deemed to be an Operating Cost.


In the event during all or any portion of any calendar year the Building is not fully rented and occupied, Landlord may elect to make an appropriate adjustment in Operating Costs for such year, employing  sound  accounting  and  management  principles,  to determine  Operating  Costs  that  would have  been  paid  or  incurred  by Landlord  had the  Building  been fully  rented  and  occupied  and  the amount so determined shall be deemed to have been Operating Costs for such year.


Landlord and Tenant acknowledge that certain of the costs of management, operation and maintenance   of  the  Development   are  contractually   allocated  among  all  of  the  buildings  in  the Development using methods of allocation that are considered reasonable and appropriate for the circumstances.  Tenant hereby consents to such contractual  allocations provided that the determination of  such  costs  and  the  allocation  of  all  or  part  thereof  to  Operating  Costs  hereunder  shall  be  in accordance with generally accepted accounting principles applied on a consistent basis.


B.  During  December  of each  year or  as  soon  thereafter  as practicable,  Landlord  shall  give Tenant written notice of its estimate of amounts payable under subparagraph  A above for the ensuing calendar  year.   On or before the first day of each month thereafter,  Tenant shall pay to Landlord as additional rent one-twelfth (I!12th) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the prior year's estimate until the first day of the month after the month in which such notice is given.  If at any time it appears to Landlord that the amounts  payable under subparagraph  A above  for the then current calendar  year will vary from its estimate by more than five percent (5%), Landlord may, by written notice to Tenant, revise its estimate for such  year, and subsequent  payments  by Tenant  for such  year shall  be based upon  such revised estimate.


Within  ninety  (90)  days  after  the  close  of  each  calendar  year  or  as  soon  thereafter   as practicable,   Landlord   shall  deliver  to  Tenant   a  statement   showing   the  Operating   Costs   under subparagraph  A above and Tenant's proportionate  share thereof.   If such statement  shows an amount









due  from  Tenant  that  is  less  than  the  estimated  payments  previously  paid  by Tenant,  it  shall  be accompanied by a refund of the excess to Tenant.  If such statement shows an amount due from Tenant that is more than the estimated payments previously paid by Tenant, Tenant shall pay the deficiency to Landlord, as additional rent, within thirty (30) days after delivery of the statement.


C. Tenant or its representatives shall have the right to examine Landlord's  books and records of Operating Expenses during normal business hours within twenty (20) days following the furnishing of the statement  to Tenant.   Unless Tenant  takes written  exception  to any item  within thirty (30) days following  the furnishing  of the statement  of Tenant,  such statement  shall be considered  as final and accepted by Tenant.   The taking of exception to any item shall not excuse Tenant from the obligation to make timely payment based upon the statement as delivered by Landlord.






25. Data Center.


Subject  to terms  and conditions  hereof,  Tenant  shall  have shared  access  to the Data Center located on the 4th  floor and operated by Landlord.   Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the total Data Center Costs for any calendar year falling partly or wholly within the Term.   The "Data  Center  Costs" shall include  all costs and expenses  related  to the ownership, repairs, maintenance and operation of the Data Center, including, without limitation, the Data Center's proportionate share (based on square footage of Data Center as a percentage of the total square footage of occupied  areas of the Building) of the Taxes  and insurance  costs for the Building,  electrical  and other utility costs as reasonably allocated to the Data Center by Landlord, the costs of the maintenance and  operation  of  the  climate  control  systems  (HVAC)  maintenance,  fire  suppression  system  and electrical power distribution systems (collectively, the "Systems"),  and the costs of any capital repairs or  mutually  agreed  improvements   to  the  portions  of  the  Building  elements  and/or  Systems  that exclusively  serve the Data Center and that are shared or benefit both Landlord  and Tenant, provided that such capital repairs, replacements and improvements shall be amortized over the useful life (in accordance with GAAP) and only the amortized costs of such capital repairs, replacements and improvements  shall be  included  as Data Center  Costs.   The Data  Center  Costs  shall  be calculated separately by Landlord and included as a separate charge either on the statement of Operating Costs or by separate invoice and shall be paid by Tenant in the same manner as the Operating Costs, however, Tenant  shall be responsible  for fifty (50%)  of the entire  portion of the Data Center  Costs (not just increases over a base year).  Any payment to be made pursuant to this Paragraph 25 with respect to the year in which this Lease commences or terminates shall be prorated.   Landlord, at its sole discretion, shall have the right to allow other tenants or occupants of the Building to utilize the Data Center and in such event the percentage of Data Center Costs to be shared by Tenant, Landlord and the other users shall be prorated on a basis that is mutually agreed upon by Landlord and Tenant.


26. Exhibits.


The Exhibits attached hereto shall form part of this Lease as if the same were embodied herein.












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EXECUTED 22nd DAY OF MAY , 2012


LANDLORD:


150 NORTHWEST POINT LLC


By: TOPCO ASSOCIATES
Its SOLE MEMBER


By:         /s/ Thomas Frey
Name:        Thomas Frey
Title:        Senior Vice President & CFO




TENANT:


AMERICAN SERVICE INSURANCE COMPANY, Inc., an Illinois corporation




By:         /s/ Scott D. Wollney
Name:         Scott D. Wollney
Title:        President & CEO













EXHIBIT A


LEASED PREMISES


(to be attached)











EXHIBIT B


PROPERTY




DESCRIPTION OF LAND


PARCEL 1:


LOT 1 IN THE FINAL PLAT OF RESUBDIVISION OF LOT 7 IN THE PARK AT NORTHWEST POINT,   BEING  A   SUBDIVISION   OF  PART   OF  THE   NORTHEAST   1/4  OF   SECTION  2I, TOWNSHIP 4I  NORTH, RANGE  II EAST OF THE THIRD PRINCIPAL MERIDIAN ACCORDING TO  THE  PLAT  THEREOF  RECORDED  SEPTEMBER  6, 2001  AS  DOCUMENT  00 I 0828531,  IN COOK COUNTY, ILLINOIS.


PARCEL2:


PERPETUAL EASEMENTS IN FAVOR OF PARCEL 1 NOTED IN THE DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS RECORDED ON OCTOBER  15, 200I AS DOCUMENT NUMBER 0010957201, AS AMENDED BY FIRST AMENDMENT RECORDED AS DOCUMENT  NO. OOII148327,  SECOND  AMENDMENT  DATED  OCTOBER  3I,   2003,  THIRD AMENDMENT   RECORDED   AS   DOCUMENT   NO. 06I2222161,  MADE   BY  PNWP,   LLC,  A COLORADO  LIMITED  LIABILITY  COMPANY,  FOR  THE  FOLLOWING  PURPOSES  ON  THE REAL PROPERTY AS DEFINED THEREIN:


(I)         NON-EXCLUSIVE    EASEMENT    FOR    VEHICULAR    AND    PEDESTRIAN    ACCESS, INGRESS  AND  EGRESS  ON,  OVER  AND  ACROSS  THOSE  PORTIONS  OF  ANY  PRIVATE ROADS OR DRIVES AND WALKWAYS AS SET FORTH THEREIN;


(II)        NON-EXCLUSIVE EASEMENT FOR ACCESS, INGRESS AND EGRESS BY EMERGENCY VEHICLES AND PERSONNEL  ON, OVER AND ACROSS PRIVATE  ROADS OR DRIVES OVER THE  BUILDING   50  PROPERTY,   SUBJECT  TO  ANY   RELOCATION   RIGHTS   DESCRIBED THEREIN;


(III)      NON-EXCLUSIVE   EASEMENT   FOR   UTILITIES   ON,   OVER   AND   THROUGH   THE BUILDING 50 PROPERTY, AND FOR THE USE, MAINTENANCE, REPAIR AND REPLACEMENT OF  SUCH  UTILITIES,  AND  EACH  OWNER  AGREES  FOR  THE  BENEFIT  OF  EACH  OTHER OWNER TO GRANT SUCH UTILITY EASEMENTS;


(IV)     EXCLUSIVE EASEMENT FOR VEHICULAR PARKING ON, OVER AND ACROSS 20I PARKING SPACES IN THE COMMON GARAGE AND 15 SPACES OF SURFACE PARKING ON THE BUILDING 50 PROPERTY;


(V)      NON-EXCLUSIVE EASEMENT WITH RESPECT TO THE BUILDING 50 PROPERTY GENERALLY  ON  AND  OVER  THE  AREA SHOWN  ON  THE  SITE  PLAN  AS  THE COMMON GARAGE  TO  CONSTRUCT,   USE,  OPERATE,  MAINTAIN,   REBUILD,  AND  REPLACE  THE COMMON GARAGE IN ACCORDANCE WITH THE TERMS OF THE DECLARATION;


(VI)      NON-EXCLUSIVE   EASEMENT   FOR  THE  PURPOSE   OF  PASSING   STORM  WATER DRAINAGE FROM THE BUILDING  150 PROPERTY ON SURFACE OR OVER AND THROUGH THE STORM DRAINAGE PIPES AND SYSTEM NOW OR HEREAFTER CONSTRUCTED  ON THE BUILDING 50 PROPERTY  AND THE RIGHT TO ENTER ONTO THE BUILDING  50 PROPERTY TO CONSTRUCT  AND REPLACE THE NECESSARY STORM DRAINAGE  PIPES AND SYSTEM TO CARRY SUCH WATER;


(VII)    NON-EXCLUSIVE EASEMENT TO USE AND MAINTAIN TRASH DUMPSTERS AND RELATED EQUIPMENT ON THE BUILDING 50 PROPERTY;


(VIII) NON-EXCLUSIVE EASEMENT FOR THE USE OF THE BUILDING 150 LOADING SPACES LOCATED ON THE BUILDING 50 PROPERTY.











PARCEL 3:


PERPETUAL, NON-EXCLUSIVE EASEMENT IN FAVOR OF PARCEL I NOTED IN THE DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS  DATED DECEMBER 30, 1982 RECORDED ON FEBRUARY 3, 1983 AS DOCUMENT NUMBER 26495247, AS AMENDED BY FIRST AMENDMENT RECORDED AS DOCUMENT  NO. 88197029, SECOND AMENDMENT RECORDED  AS  DOCUMENT  NO.     98240102,  THIRD  AMENDMENT  REOCRDED  AS DOCUMENT   NO. 98240102,   ASSIGNMENT   AND  ASSUMPTION   TO  MGA   DEVELOPMENT ASSOCIATES,   L.P.   RECORDED   AS   DOCUMENT   NO. 98240104   AND   DESIGNATION   OF BUILDING  SITE  RECORDED  AS  DOCUMENT   NO. 0011148328,   BY  LASALLE  NATIONAL BANK,  NOT  PERSONALLY  OR  INDIVIDUALLY,  BUT  AS  TRUSTEE  UNDER  TRUST AGREEMENT DATED MARCH 5, 1980 AND KNOWN AS TRUST NO.   102000, FOR THE FOLLOWING PURPOSES ON THE REAL PROPERTY AS DEFINED THEREIN:


FOR INGRESS AND EGRESS  OVER, UNDER, ACROSS, IN AND UPON  THE PROPERTY AND TO PROVIDE REASONABLE AND NECESSARY ACCESS TO COMMON PROPERTIES AND FOR THE PURPOSE OF PERFORMING THE CONSTRUCTION, INSTALLATION, MAINTENANCE, OR REPAIR  OF  SUCH  COMMON  PROPERTIES  AND  THE  RIGHT  TO  USE  AND  ENJOY  THE COMMON PROPERTIES.


PARCEL 4:


PERPETUAL,   NON-EXCLUSIVE   EASEMENT   IN   FAVOR   OF  PARCEL    I    NOTED   IN  AN EASEMENT  AGREEMENT  DATED  SEPTEMBER  10, 1987  AND  RECORDED  SEPTEMBER  11, 1987 AS DOCUMENT NO.  87499181 BY AND BETWEEN LASALLE NATIONAL BANK, AS TRUSTEE UNDER THE PROVISIONS OF A TRUST AGREEMENT DATED MARCH 15, 1980 AND KNOWN  AS  TRUST  NO. 102000,  LASALLE  NATIONAL  BANK,  AS  TRUSTEE  UNDER  THE PROVISIONS OF A TRUST AGREEMENT DATED OCTOBER 28, 1983 AND KNOWN AS TRUST NO. 107201   AND   NORTHWEST   POINT   ASSOCIATION,   AN   ILLINOIS   NOT-FOR-PROFIT CORPORATION, FOR THE FOLLOWING PURPOSES AS DEFINED THEREIN:


FOR  DEVELOPMENT,  CONSTRUCTION,  INSTALLATION,  MAINTENANCE,  REPLACEMENT AND REPAIR OF LANDSCAPING AND RELATED IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION,  SPRINKLER  SYSTEMS)  AND  INGRESS  AND  EGRESS  TO  THE  EASEMENT PARCEL.


PINs:  08-21-202-082-0000


Address:  150 Northwest Point Boulevard, Elk Grove Village, Illinois













Exhibit C


Form of Letter of Credit








150 Northwest Point, LLC
7711 Gross Point Road
Skokie, IL  60077-2697
ATTN:  Ray Nicholus




150 Northwest Point, LLC:


DATE OF EXPIRATION: _________, 2013




We hereby open our Irrevocable Standby Letter of Credit in your favor available by your drafts drawn on NAME  OF TENANT'S BANK at sight for any sums not exceeding  in total FOUR  HUNDRED EIGHTY  FIVE  THOUSAND  AND  N0/100 ($485,000.00)   U.S.  Dollars  for  account  of  American Service  Insurance  Company,   Inc.    Drafts  must  be  accompanied  solely  by  Beneficiary's  written statement  on  its  letterhead  signed  by  a  purported  officer  reading:    "American  Service  Insurance Company,  Inc.  has  failed  to  comply  with  one  or  more  of  the  terms  and  conditions  of  the  Lease Agreement  between American Service Insurance Company, Inc., as Tenant, and 150 Northwest Point, LLC, as landlord, for the premises leased to such Tenant located at 150 Northwest  Point Boulevard, Elk Grove Village, Illinois."


We hereby engage with you that draft(s) drawn under and in compliance with the terms of this credit will be duly honored at time of presentation and delivery of documents as specified at this office on or before the EXPIRATION DATE, or any extended EXPIRATION  DATE if applicable.


It  is  a  condition  of  this  Letter  of  Credit  that  it  shall  be  deemed  automatically  extended  without amendment for one year from the present or any future EXPIRATION DATE unless at least sixty (60) days prior to such EXPIRATION  DATE, we notifY you in writing by certified mail or express courier that we elect not to renew this Letter of Credit for any such additional one year period.   In the event that we elect not to renew this Letter of Credit and American  Service Insurance  Company,  Inc. does not provide Beneficiary  with a replacement  letter of credit on the same terms and conditions  as this Letter of Credit then Beneficiary may draw on this Letter of Credit in the manner set forth in paragraph 1 herein.


Notwithstanding  any provision of the Uniform  Customs and Practice for Documentary  Credits, 2007 Revision,  ICC publication  No.  600  (including  Articles  29 and  36), if  this  office  is for  any  reason (including  without limitation  a force majeure  event or otherwise) closed on the last business  day for presentation  hereunder, then the EXPIRATION  DATE is automatically  extended to the day occurring thirty (30) days after this office re-opens for business.   Until this office shall re-open for business:   (i) we may authorize another reasonable place in the United States for presentation,  by notice to you in writing  by certified  mail  or express  courier,  at which  you  may draw  upon  this  Letter  of Credit, in which case the EXPIRATION  DATE shall be no later than 30 days after your receipt of such notice, or (ii) you may elect, at your option, to draw upon this Letter of Credit at any office of the NAME  OF TENANT'S  BANK in the United States at which letters of credit are issued or at the NAME OF TENANT'S BANK chief executive office in the United States.


Draft(s) must be marked "Drawn on NAME OF TENANT'S  BANK Irrevocable Standby Letter of Credit No. XXXXXX."











Partial Drawings are Allowed.


This credit is subject to the "Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC publication No. 600"