**Exhibit 10.1**

 

**OFFICE LEASE**

 

 

**NOTICE:**

 

**The submission of this documentfor examination does not constitute an option or offer to lease space at theProject.  This document shall have nobinding effect on the parties unless executed by the Landlord and the executedcopy is delivered to the Tenant.**

 

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This Lease is made this 19thday of September 2005 by and between **Centurion SW LLC**aDelaware limited liability company (**“Landlord”**) and**Sento Corporation** (**“Tenant”**).

 

**WITNESSETH:**

 

**1.****                                      BASICLEASE PROVISIONS:**

 
| 1.1.   | Project Name:   | Compass Bank Plaza    |
|--------|-----------------|-----------------------|
|   | Address:        | 505 Marquette NW      |
|   |            | Albuquerque, NM 87102 |
|   | Building:       |                  |
|   | Unit/Suite No.: | 700                   |
|   | Floor:          | 7                     |

 

1.2.          Areaof Premises:  15,054 rentable square feetas reflected on the site plan attached hereto as **Schedule 1**.

 

1.3.          Tenant’sPercentage Share:  6.48% (said PercentageShare shall be adjusted in the event the rentable area of the Building is increasedor decreased).

 

Based upon Premises of 15,054 rentable square feet ina Building of 232,326 rentable square feet.

 

1.4.          CommencementDate of Lease:  The latter of November 1,2005 or substantial completion of Tenant Improvements and receipt of aCertificate of Occupancy from the local municipal authority.

 

1.5.          ExpirationDate of Lease:  December 31, 2010 orsixty-two (62) months following Commencement Date, whichever is later.

 

1.6.          RentCommencement:  seventy-five (75) daysfollowing Commencement Date.

 

1.7.          BaseRent:  14.50 per rentable square foot peryear payable in equal monthly installments in the following manner:

$  -0- FromCommencement Date through the next 75 days

$ 18,190.25 per month January 15, 2006 (estimated) - October31, 2006

$ 18,554.06 per month November 1, 2006 - October 31,2007

$ 18,925.14 per month November 1, 2007 - October 31,2008

$ 19,303.64 per month November 1, 2008 - October 31,2009

$ 19,689.71 per month November 1, 2009 - October 31,2010

$ 20,083.51 per month November 1, 2010-December 31,2010

Landlord hereby acknowledges receipt of $18,190.25 asconsideration for this lease and as first month’s rent.

 

1.8.          SecurityDeposit:  $ intentionally deleted

 

1.9.          PermittedUse:  general office uses/ call center.

 

1.10.        TradeName:  Sento Corporation.

 

1.11         ParkingSpaces:  45 spaces total Building parkingratio is 1.4: 1000 SF.  Tenant shall beentitled to additional parking at said ratio once the occupied square footageexceeds 30,000 SF under this lease agreement.

 

1.12.        InitialParking Rate:  $ N/A per parking spaceper month.

 

1.13.        LateCharges:  The parties agree that latepayment by Tenant to Landlord of rent will cause Landlord to incur costs notcontemplated by this Lease, the amount of which is extremely difficult toascertain.  Therefore, the parties agreethat if any installment of rent is not received by Landlord within **10 days**after rent is due, Tenant will pay to Landlord a sumequal to 1**%** of the monthly rent as a late charge.

 

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1.14.        RentalAdjustment(s) during initial term:  Seeabove

 

1.15.        Optionsto Extend:  Two (2)  Five (5 ) Year options

 

1.16.        Rentfor Option Periods:  at the lesser of thethen current lease rate or 95% of the then Fair market rent.  [See **Schedule 3**forcomputation of fair market rent.**]**

 

1.17.        OptionExercise Deadline:  Tenant must giveLandlord written notice of the exercise of the option(s) set forth in **Paragraph 1.15**above six (6)  months prior to the date this Lease wouldterminate if such option were not exercised (**“OptionExercise Deadline”**).  Tenant’sexercise of the option(s) will only be effective if Tenant is not in default onthe date on which Tenant exercises said option(s) and if Tenant is also not indefault on the date on which the option period commences.

 

1.18.        BaseYear for Operating Expenses and Real Estate Taxes:  2006

 

1.19.        Calculationof Operating Expense Rent:  See **Paragraph 6**.

 

1.20.        Guarantor(s):  None. See **Schedule 4**.

 

1.21.        Addressfor payment of rent and notices:

 

*For Rent, Notices and WorkRequests:*

 
| Centurion SW LLC      | Sento Corporation            |
|-----------------------|------------------------------|
| 5301 Central NE       | 420 E South Temple Suite 400 |
| Suite 200             | Salt Lake City, UT 84111     |
| Albuquerque, NM 87108 | 801-431-9200                 |
| 505.314.1345          |                         |

 

1.22.        Broker:  The Brokers are CB Richard Ellis, Albuquerqueand CB Richard Ellis, Salt Lake City and Landlord will bear the cost of thecommission payable to Broker in connection with this Lease.  Landlord and Tenant warrant and represent toeach other that they have not consulted or negotiated with any broker or finderwith regard to the Premises or this Lease other than Broker.  If either party shall be in breach of the foregoingwarranty, such party shall indemnify the other against any loss, liability andexpense (including attorneys’ fees and court costs) arising out of claims forfees or commissions from anyone having dealt with such party in breach.

 

**2.**                                      **DEFINITIONS:**  Unlessthe context otherwise specifies or requires, the following terms will have themeanings set forth below:

 

2.1.          CommonAreas:  All areas and facilitiesoutside the Premises and within the exterior boundaries of the Project that arenot leased to other tenants and that are provided and designated by Landlord,in its sole discretion from time to time, for the general use and convenienceof Tenant and other tenants of the Project and their authorizedrepresentatives, entities, invitees and the general public.  Common Areas are areas within and outside ofthe buildings on the Project, such as common entrances, lobbies, pedestrianwalkways, patios, landscaped areas, sidewalks, service corridors, elevators,restrooms, stairways, decorative walls, plazas, loading areas, parking areasand roads.

 

2.2.          OperatingExpenses:  All costs of operating,servicing, administering, repairing and maintaining the Project (excludingcosts paid directly by Tenant and other Tenants in the Project or otherwisereimbursable to Landlord), the landscaping of Common Areas of the Project andthe parking lot or garage contiguous to the Project if Tenant is not paying anyparking fees.  All costs of operating,servicing, administering, repairing and maintaining the Project include any reasonableand necessary costs of operation, maintenance and repair, computed inaccordance with generally accepted accounting principles applied on aconsistent basis (“GAAP”), and will include by way of illustration, but notlimitation:

 

(i)            allnecessary costs of managing, operating and maintaining the Project, including,without limitation, wages, salaries, fringe benefits and payroll burden foremployees on-site utilized in the day to day operation of the Project; publicliability, flood, property

 

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damage and allother insurance premiums paid by Landlord with respect to the Project,including any amounts that would be charged as premiums if Landlordself-insures any of the insurance risks; liability disclaimers; water, sewer,heating, air conditioning, ventilating and all other utility charges (otherthan with respect to utilities separately metered and paid directly by Tenantor other tenants); the cost of contesting the validity or amount of real estateproperty taxes; janitorial services; access control; window cleaning; elevatormaintenance; fire detection and security services; gardening and landscapemaintenance; all costs of snow and ice removal; trash, rubbish, garbage andother refuse removal; pest control; painting; facade maintenance; lighting;exterior and common area wall repairs; roof repairs; maintenance of all steam,water and other water retention and discharging piping, lakes, culverts,fountains, pumps, weirs, lift stations, catch basins and other areas andfacilities, servicing the project; canal embankment and related maintenance;repair and repainting of sidewalks due to settlement and potholes and generalresurfacing and maintenance of parking areas; sanitary control;; reasonablefair market management fees; union increases; road sidewalk and drivewaymaintenance; and all other Project maintenance, repairs and insurance;

 

### **(ii)**           the cost of anycapital improvements or other costs (A) which are intended as alabor-saving device or to effect other economies in the operation ormaintenance of the Property or Building, (B) made to the Property orBuilding after the Commencement Date that are first required under anyapplicable Legal Requirement adopted after the Lease Commencement Date, or (C) forthe refurbishment or replacement of Property or Building improvements oramenities; provided, however, that if any such cost described in (A), (B)or (C) above is a capital expenditure, such cost shall be amortized (includinginterest on the unamortized cost) over its useful life as Landlord shallreasonably determine, together with interest on the unamortized balance at therate of 8% per annum.

 

(iii)          thecosts of supplies, materials and tools;

 

(iv)          allreal and personal property taxes, assessments (whether they be general orspecial), sewer rents, rates and charges, transit taxes, taxes based upon thereceipt of rent and any other federal, state or local government charge,general, special, ordinary or extraordinary (but not including income taxes),which may now or hereafter be levied or assessed against the land upon whichthe Project stands or the Project for such year or the furniture, fixtures,machinery, equipment, apparatus, systems and appurtenances used in connectionwith the Project for the operation thereof (the **“Taxes”**).

 

Operating Expenses shallnot include:

 

(a)           depreciationon the Project or any Common Areas;

 

(b)           costsof space planning, tenant improvements, marketing expenses, finders fees andreal estate broker commissions;

 

(c)           anyand all expenses for which Landlord is reimbursed (either by an insurer,condemnor or other person or entity), but only to the extent of suchreimbursement, and any and all expenses for which Landlord is reimbursed orentitled to reimbursement by a tenant in the Project pursuant to a leaseprovision in such tenant’s lease;

 

(d)           salariesfor personnel above the grade of senior property manager, senior controller,senior accountant and senior engineer;

 

(e)           costsin connection with services or benefits of a type which are not provided toTenant, but are provided to another tenant or occupant;

 

(f)            mark-upson electricity and condenser cooling water for heat pumps in excess of Landlord’scosts therefor;

 

(g)           Landlord’sgeneral overhead and administrative expenses not directly allocable to theoperation of the Project; and

 

(h)           costof repair or other work necessitated by the gross negligence or willfulmisconduct of Landlord or Landlord’s employees, contractors or agents.

 

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Annual increases in Tenant’s pro rata share of controllableoperating expenses shall not exceed increases in excess of four percent (4%) inany one year.  Controllable operatingexpenses are defined as all operating expenses listed above in paragraph 2.2(i), (ii) and (iii) excluding utilities, and insurance. Tenant shall be exemptfrom any increase in Real Estate Taxes which the building may incur as a resultof a sale, refinance, transfer of ownership or any other triggering eventduring the Lease term or any extension thereof.

 

**3.****                                      PREMISES:**

 

3.1.          Lease ofPremises:  Landlord hereby leases toTenant, and Tenant hereby leases from Landlord, for the term and subject to theagreements, covenants, conditions and provisions set forth in this Lease, towhich Landlord and Tenant hereby mutually agree, the premises (the **“Premises”**)****described in **Paragraphs 1.1** and **1.2** above andwith tenant improvements in accordance with the attached Schedule 1 provided ata cost to Landlord not to exceed $12.00 per rentable square foot plus Landlordwill provide 150 work stations acceptable to Tenant at a cost not to exceed$225,000.   .   Thetenant improvement allowance may be applied to, but is not limited to, hard andsoft costs of construction, furniture, cabling, architectural fees and/ormoving expenses.  Any unused allowanceamount will be credited to Tenant in the form of free rent.  Any additional tenant improvements requiredby Tenant may, at Tenant’s option be amortized over the initial lease term at an8% annual interest rate.

 

3.2.          Project:  The Premises are a part of the office project(the **“Project”**) described in **Paragraph 1**.  Landlordmay increase, reduce or change the number, dimensions or locations of thewalks, buildings, mall areas, parking and other Common Areas and otherimprovements located in the Project in any manner that Landlord, in its sole reasonablediscretion, shall deem proper.  Landlordfurther reserves the right to make alterations and/or additions to and to buildor cause to be built additional stories on the building in which the Premisesare situated and to add any buildings adjoining the Premises or elsewhere inthe Project.  Landlord reserves the rightto install, maintain, use, repair and replace pipes, ducts, conduits and wiresleading through the Premises and serving other parts of the Project in a mannerthat will not materially interfere with Tenant’s use of the Premises or itsability to conduct its call center business. Landlord will also have the right to increase and expand the size of theProject by adding additional land, buildings and other structures to theProject.  Landlord shall have the rightto change the Project’s name without notice, to change the Project’s streetaddress upon **90****days**priornotice, to grant to any person or entity the exclusive right to conduct anybusiness or render any service in or to the Project, provided such exclusiveright shall not operate to prohibit Tenant from using the Premises for thepurpose set forth in **Paragraph 1**, toretain at all times master keys or passkeys to the Premises, and to place suchsigns, notices or displays as Landlord reasonably deems necessary or desirableupon the roof and exterior of the Project.

 

**4.             COMMONAREAS:**

 

4.1.          Tenant’sRight to Use Common Areas:  Landlordgrants Tenant and its authorized representatives and invitees the non-exclusiveright to use the Common Areas with others who are entitled to use the CommonAreas subject to Landlord’s rights as set forth in this Lease.

 

4.2.          Landlord’sControl:  Landlord has the right to:

 

(a)           establishand enforce reasonable rules and regulations applicable to all tenantsconcerning the maintenance, management, use and operation of the Common Areas;

 

(b)           close,if necessary, any of the Common Areas to prevent dedication of any of theCommon Areas or the accrual of any rights of any person or of the public to theCommon Areas;

 

(c)           closetemporarily any of the Common Areas for maintenance purposes;

 

(d)           selecta person, firm or corporation which may be an entity related to Landlord tomaintain and operate any of the Common Areas; and

 

(e)           designateother lands outside the exterior boundaries of the Project to become part ofthe Common Areas.

 

Notwithstanding the provisions of this **Subparagraph,**in exercising its rights hereunder, Landlordwill provide reasonable access to and from the Premises.

 

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**5.****                                      RENT:**

 

5. l.          BaseRent:  Tenant will pay to Landlord asrent for the use and occupancy of the Premises at the times and in the mannerprovided below, Base Rent in the amount specified in **Paragraph 1**above payable in advance on the commencement of the term of this Lease and onor before the first day of each and every successive calendar month during theterm hereof without demand, setoff or deduction.

 

5.2.          Additional Rent:  Allsums of money as shall become due and payable by Tenant to Landlord under thisLease, including, without limitation, Tenant’s percentage share of OperatingExpenses, shall be additional rent which Tenant shall be obligated to pay.  Landlord shall have the same remedies fordefault in the payment of additional rent as are available to Landlord in thecase of a default in the payment of Base Rent.

 

**6.****                                      OPERATINGEXPENSES:**

 

6.1.          OperatingExpenses Rent    Inaddition to Base Rent, Tenant shall pay Tenant’s Percentage Share, as specifiedin **Paragraph 1**above, of the OperatingExpenses paid or incurred by Landlord in such year in excess of the OperatingExpenses for the Base Year (“Operating Expenses Rent”.

 

6.2.          Payment:  During December of eachcalendar year or as soon thereafter as practicable, Landlord will give Tenantwritten notice of its estimate (line item and detailed support included) ofOperating Expenses Rent for the ensuing calendar year.  On or before the first day of each monthduring the ensuing calendar year, Tenant will pay to Landlord **1/12th** of such estimated amounts, provided that if suchnotice is not given in December, Tenant will continue to pay on the basis ofthe prior year’s estimate until the month after such notice is given.  If at any time or times it appears toLandlord that the amounts payable for Operating Expenses Rent for the currentcalendar year will vary from its estimate by more than **10%**,Landlord, by written notice to Tenant, will revise its estimate for such year,and subsequent payments by Tenant for such year will be in an amount so that bythe end of such year Tenant will have paid a total sum equal to such revisedestimate.  Landlord will indicate in itsnotice to Tenant the reasons Landlord believes its estimate is low by more than**10%**.

 

6.3.          Statement:  Within **90****days**after the close of each calendaryear, Landlord will deliver to Tenant a statement of amounts of OperatingExpenses Rent payable under this Lease for such calendar year.  If such statement shows an amount owing byTenant that is more than the estimated payments for such calendar yearpreviously made by Tenant, Tenant will pay the deficiency to Landlord within **30****days**afterdelivery of the statement.  If the totalof the estimated monthly installments paid by Tenant during any Calendar Yearexceeds the actual Expense Adjustment Amounts due from Tenant for such CalendarYear and provided Tenant is not in default hereunder, such excess shall, atLandlord’s option, be either credited against payments next due hereunder orrefunded by Landlord to Tenant.  Tenanthas the right, exercisable no more than once each calendar year on reasonablenotice and at a time reasonably acceptable to Landlord, to cause an audit to beperformed at Tenant’s sole cost and expense of Landlord’s operations and/orbooks and records pertaining to Operating Expenses for the preceding **2****calendar years. **In the event Landlord hasoverstated Operating Expenses by more than **5%**, within **30 days** after demand therefor by Tenant accompanied byTenant’s verification of such overcharges and paid invoices, Landlord willreimburse Tenant for all overcharges and the costs of such audit andverification incurred by Tenant.

 

6.4.          Proration:  If for any reason other thanthe default of Tenant, this Lease terminates on a day other than the last dayof a calendar year, the amount of Operating Expenses Rent payable by Tenantapplicable to the calendar year in which such termination occurs will beprorated on the basis which the number of days from the commencement of suchcalendar year to and including such termination date bears to **365**.

 

6.5.          Computation:  Tenant’s Percentage Share ofthe Operating Expenses is the proportion that the rentable square footageoccupied by Tenant bears to the total rentable square footage of the Project,as determined by Landlord. Notwithstanding any provision of this **Paragraph**tothe contrary, if the Project is less than ninety-five percent (95%) leasedand/or occupied during any calendar year including the Base Year for purposesof determining Base Year Operating Expenses, an adjustment shall be made sothat Operating Expenses Rent shall be computed for such year and Base YearOperating Expenses shall be computed for the Base Year as though 95% of theProject had been leased and occupied during such year.

 

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6.6.          Taxes Payable by Tenant: Tenant shall be directly responsible for taxes upon, measured by orreasonably attributable to the cost or value of Tenant’s equipment, furniture,fixtures and other personal property located in the Premises or by the cost orvalue of any leasehold improvements made in or to the Premises by or for Tenantother than the initial improvements to be installed at Landlord’s expenseregardless of whether title to such improvements is in Tenant or Landlord.

 

7**.****                                       USEOF PREMISES:**

 

7.1.          Effecton Insurance:  Tenant shall not useany portion of the Premises for purposes other than those specified in **Paragraph 1** and no use shall be made or permitted to be madeupon the Premises, nor acts done, which will increase the existing rate ofinsurance upon the Project, or cause cancellation of insurance policiescovering said Project.

 

7.3.          MiscellaneousRestrictions:  Tenant will not usethe Premises for or permit in the Premises any offensive, noisy, or dangeroustrade, business, manufacture or occupation or interfere with the business ofany other tenant in the Project.  Tenantagrees not to cause, permit or suffer any waste or damage, disfigurement orinjury to the Premises or the fixtures or equipment thereof or the CommonAreas.  Tenant will not use the Premisesfor washing clothes or cooking and nothing will be prepared, manufactured ormixed in the Premises which might emit any offensive odor into theProject.  Tenant will not obstruct thesidewalks, mall or Common Areas in the Project or use the same for businessoperations or advertising.  Tenant willnot use the Premises for any purpose which would create unreasonable elevatorloads, cause structural loads to be exceeded or adversely affect themechanical, electrical, plumbing or other base building systems.  Tenant will at all times comply with therules and regulations of the Project attached hereto as **Schedule 5**and with such additional rules and regulations as may be adopted by Landlordfrom time to time.

 

7.4           QuietEnjoyment:   Upon performance of all terms conditions, andcovenants of this Lease, which the Tenant is required to perform, the Tenantshall, at all times during the Term peaceably and quietly enjoy the Premiseswithout any disturbance from the Landlord.

 

**8.****                                      PARKING:**

 

8.1.          Tenant’sParking Rights:  Subject to the rulesand regulations of the Project, Tenant shall be entitled to the number ofunreserved Parking Spaces set forth in **Paragraph 1.11**above. Only automobiles and pickup trucks will be permitted on theparking areas.

 

8.2.          Landlord’sControl Over Parking:  Tenant and itsauthorized representatives will park their cars only in areas specificallydesignated for that purpose by Landlord. Within **5 days** after written request byLandlord, Tenant will furnish to Landlord the license numbers assigned to itscars and the cars of all of its authorized representatives.  Tenant will not park or permit the parking ofany vehicles adjacent to loading areas so as to interfere in any way with theuse of such areas.  Landlord shall havethe right, in Landlord’s sole discretion, to designate parking spaces for theexclusive use of a particular tenant or particular tenants.  Landlord will have the right to institutereasonable procedures and/or methods to enforce the terms of this **Subparagraph**.  Unlessall parking is open-access and on a first-come-first-served basis, Tenant andLandlord shall mutually agree on the location of Tenant’s parking perExhibit    .

 

**9.****                                      GRAPHICS:**  Landlord, at Tenant’s sole cost and expense,will install and maintain all letters or numerals on the entrance doors for thePremises.  All such letters and numeralsshall be in the form specified by Landlord, and no other shall be used orpermitted on the Premises.  Tenant shallnot place any signs within the Premises which are visible from the outside ofthe Premises without Landlord’s prior written approval.

 

**l0.****                                  ASSIGNMENTAND SUBLETTING; ENCUMBRANCE:**  Tenantshall not assign this Lease or sublet any portion of the Premises without priorwritten consent of the Landlord, which will not be unreasonably withheld ordelayed, it being understood that it shall be reasonable for Landlord, amongother things, to withhold consent if Landlord is not satisfied with the,business character of the proposed assignee or sublessee.  Any material change in the ownership ofTenant, if Tenant is a corporation or partnership, shall constitute anassignment for purposes of this **Paragraph. **Notwithstanding any consent byLandlord, Tenant and Guarantor(s), if any, shall remain jointly and severallyliable (along with each approved assignee and sublessee, which shallautomatically become liable for all obligations of Tenant hereunder withrespect to that portion of the Premises so transferred), and Landlord shall bepermitted to enforce the provisions of this Lease directly against Tenant orany assignee or sublessee without

 

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proceeding in any way against any other party.  In the event of an assignment,contemporaneously with the granting of Landlord’s consent, Tenant shall causethe assignee to expressly assume in writing and agree to perform all of thecovenants, duties and obligations of Tenant hereunder and such assignee shallbe jointly and severally liable therefore along with Tenant.  No usage of the Premises different from theusage provided for in **Paragraph 1**aboveshall be permitted, and all other terms and provisions of the Lease shallcontinue to apply after such assignment or sublease.  Tenant shall not make or consent to anyconditional, contingent or deferred assignment of some or all of Tenant’sinterest in this Lease without the prior written consent of Landlord, whichLandlord may withhold in its sole and absolute discretion.  Tenant shall not enter into, execute ordeliver any financing or security agreement that can be given priority over anymortgage given by Landlord or its successors, and, in the event Tenant does soexecute or deliver such financing or security agreement, such action on thepart of Tenant shall be considered a breach of the terms and conditions of thisLease and a default by Tenant entitling Landlord to such remedies as areprovided for in this Lease.  Landlordshall have the right to assign or transfer, in whole or in part, Landlord’srights and obligations hereunder and in the Project and the Premises.

 

**11.****                               ORDINANCESAND STATUTES:**  At Tenant’s sole cost,Tenant will comply with all statutes, ordinances and requirements of allmunicipal, state and federal authorities now in force, or which may hereafterbe in force, pertaining to the Premises, occasioned by or affecting the usethereof by Tenant, including, but not limited to, the Americans WithDisabilities Act.  The commencement orpendency of any state or federal court abatement proceeding affecting the useof the Premises shall, at the option of the Landlord, be deemed a breachthereof.

 

**12.****                               MAINTENANCE,REPAIRS, ALTERATIONS:**

 

12.1.        Tenant’sObligations:  Tenant acknowledgesthat the Premises are in good order and repair, unless otherwise indicatedherein.  Tenant shall, at its own expenseand at all times, maintain the Premises in good and safe condition and shallsurrender the same, at termination hereof, in as good condition as received,normal wear and tear excepted.  Tenant,at Tenant’s expense, shall be responsible for all repairs required, exceptingthe electrical wiring, plumbing, mechanical and HVAC installations and anyother system or equipment upon the Premises, roof, roof membrane, exteriorwalls, structural foundations, sideways, sewers, landscaping, parking areas andother Common Areas, which shall be repaired and maintained by Landlord andincluded in Operating Expenses.

 

12.2.        Limitson Alterations:  Tenant may not makeany structural improvement or alteration to the Premises without the priorwritten consent of Landlord.  Tenant maynot make any nonstructural improvement or alteration of the Premises costing inexcess of **$5,000**without the prior writtenconsent of the Landlord.  Prior to thecommencement of any repair, improvement, or alteration, Tenant shall giveLandlord at least **2 business days**writtennotice in order that Landlord may post appropriate notices to avoid anyliability for liens.  All alterationswill be made by a licensed contractor consented to by Landlord and performed ina good and workmanlike manner.  Allmaterials used shall be of a quality comparable to or better than those in thePremises and shall be in accordance with plans and specifications reasonably approvedby Landlord.

 

12.3.        Liens:  Tenant will pay all costs of constructiondone by it or caused to be done by it on the Premises as permitted by thisLease.  Tenant will keep the Project freeand clear of all construction, mechanic’s, materialman’s, laborer’s andsupplier’s liens, resulting from construction done by or for Tenant.  The interest of Landlord in the Premises andthe Project shall not be subject to liens for improvements made by Tenant.  Any lien filed by any contractor,materialman, laborer or supplier performing work for Tenant shall attach onlyto Tenant’s interest in the Premises. Tenant agrees to indemnify, defend and hold harmless Landlord from andagainst any and all costs and liabilities (including attorneys’ fees andexpenses) and any and all construction, mechanic’s, materialman’s, laborer’s orsupplier’s liens arising out of or pertaining to any improvements orconstruction done by Tenant.  All personsand entities contracting or otherwise dealing with Tenant relative to thePremises or the Project are hereby placed on notice of the provisions of this **Paragraph**, and Tenant shall further notify in writing suchpersons or entities of the provisions of this **Paragraph**prior to commencement of any Tenant work in the Premises.  If any construction, mechanic’s, materialman’s,laborer’s or supplier’s lien is ever claimed, fixed or asserted against thePremises or any other portion of the Project in connection with any such Tenantwork, Tenant shall, within **10 days** afterreceipt by Tenant of notice of such lien, discharge same as a lien either bypayment or by posting of any bond as permitted by law.  If Tenant shall fail to discharge any suchlien, whether valid or not, within **10 days** afterreceipt of notice from Landlord, Landlord shall have the right, but not theobligation, to discharge such lien on behalf of Tenant and all costs andexpenses incurred by Landlord associated with the discharge of the lien,including, without limitation, attorneys’ fees, shall constitute additionalrent hereunder and shall be immediately due and payable by Tenant.

 

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12.4.        Surrenderof Premises:  On the last day of theterm hereof or on any sooner termination, Tenant shall surrender the Premisesto Landlord in the same condition as when received (including TenantImprovements and fixtures and furniture paid for by Landlord), ordinary wearand tear excepted, clear and free of debris. Tenant shall repair any damage to the Premises occasioned by theinstallation or removal of Tenant’s trade fixtures, furnishings and equipment.

 

**13.****                               ENTRYAND INSPECTION:**  Tenant shall permitLandlord or Landlord’s agents to enter upon the Premises at reasonable timesand upon reasonable prior notice for the purpose of inspecting the same,performing any services required of Landlord hereunder and showing the Premisesto potential and existing mortgagees and purchasers and prospective tenants ofother space in the Project.  The foregoingnotwithstanding, Landlord is not required to give notice to Tenant if Landlordmust enter the Premises because of an emergency.  Tenant will permit Landlord at any timewithin **180****days**priorto the expiration of this Lease, to place upon the Premises any usual “To Let”or “For Lease” signs, and permit potential tenants to inspect the Premises.

 

**14.****                               INDEMNIFICATIONOF LANDLORD:**  Subject to **Paragraph 16.9** below, the Tenant agrees to defend, indemnify and hold harmless the Landlord, its officers and employees against liability,claims, damages, losses or expenses arising out of bodily injury to person,including death or damage to property caused by or resulting from Tenant’sand/or its employees gross negligent act(s) or omission(s).  ** Provided**,****however, to the extent, if atall, NMSA (1978) Section 59-7-1 is applicable, this agreement to indemnify willnot extend to liability, claims, damages, losses or expenses, includingattorney’s fees, arising out of l) the preparation or approval of maps,drawings, opinions, reports, surveys, change orders,****designsor specifications by the City of Albuquerque (City), or the agents or employees of the City; or 2) the giving of or the failure to give directions or instructionsby the City, or the agents oremployees of the City, whethersuch giving or failure to give directions or instructions is the primary causeof bodily injury to persons or damage to property.  The provisions of this paragraph are notintended to and do not waive a sovereign immunity or other defenses otherwiseavailable to the Tenant and indemnification provided herein shall not exceedthe statutory dollar limits provided in NMSA (1978) Section 41-4-1 et seq., as it may apply to the Tenantat the time of any occurrence or claim.  Landlord shall not be liable toTenant for any damage by or from any act or negligence of any co-tenant orother occupant of the Project or by any owner or occupant of adjoining orcontiguous property.  Tenant agrees topay for all damage to the Project as well as all damage to tenants or occupantsthereof caused by misuse or neglect of said Premises, its apparatus orappurtenances or the Common Areas, by Tenant or Tenant’s employees, agents andinvitees.

 

Landlordagrees to defend,indemnify and hold harmless the Tenant, its officers and employees against liability, claims, damages, losses orexpenses arising out of bodily injury to person, including death or damage toproperty caused by or resulting from Landlord, its agents, servants and/or itsemployees gross negligent act(s) or omission(s).

 

**15.****                               POSSESSION:**  If Landlord is unable to deliver possessionof the Premises at the commencement hereof, Landlord shall not be liable forany damage caused thereby, nor shall this Lease be void or voidable, but Tenantshall not be liable for any rent until possession is delivered, at which timethe term shall commence and the Expiration Date shall be extended so as to giveeffect to the full stated term.  Tenantmay terminate this Lease if possession is not delivered within **90 days** of the commencement of the term hereof.

 

**16.****                               TENANT’SINSURANCE:**  At all times during theterm of this Lease, Tenant shall, at its sole expense, procure and maintain thefollowing types of insurance coverage:

 

16.1.        CommercialGeneral Liability:  Commercial GeneralLiability insurance, including Bodily Injury and Property Damage Liability,Products and Completed Operations, Personal Injury Liability, and Fire DamageLiability against any and all damages and liability, including attorneys’ feesand expenses, on account of or arising out of injuries to or the death of anyperson or damage to property, however occasioned, in, on or about the Premisesin amounts not less than **$1,000,000** peroccurrence, $2,000,000 annual aggregate, and **$50,000**Fire Damage Liability;

 

16.2.        PersonalProperty:  Insurance on all Risksbasis covering 100% of the Replacement Cost value of property at the Premisesincluding, without limitation, leasehold improvements, trade fixtures,merchandise, furnishings, equipment, goods and inventory;

 

16.3.        Boiler& Machinery:  Where applicable,insurance covering central heating, air conditioning and ventilating systems,refrigeration equipment, machinery and electrical equipment, boilers, and otherhigh pressure piping and machinery, and other similar apparatus installed inthe Premises;

 

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16.4.        Employer’sLiability/Workers’ Compensation: Employer’s Liability insurance with limits not less than $500,000, andWorkers’ Compensation insurance providing statutory state benefits for allpersons employed by Tenant in connection with the Premises as required byapplicable law;

 

16.5         SprinklerLeakage:  Insurance covering damagefrom leakage of sprinkler systems now or hereafter installed in the Premises inan amount not less than the current replacement cost covering Tenant’smerchandise, Tenant’s improvements and Tenant’s trade fixtures; and

 

16.6.        OtherInsurance:  Such other insurance andin such amounts as may be reasonably required by Landlord against otherinsurable hazards as at the time are commonly insured against by prudent ownersof comparable office projects in the area in which the Project is located.

 

16.7.        Formof Insurance/Companies:  Allinsurance provided for in Section 16 hereof shall be in a form satisfactory toLandlord and carried with insurance companies reasonably acceptable to Landlordthat are licensed or authorized to do business in the State in which theProject is located, are in good standing with the Department of Insurance in theState in which the Project is located and have a current rating issued by A.M.Best Company of not less than A-:VII, and/or whose claim paying ability israted no lower than A by Standard & Poor’s Ratings Service and A2 by Moody’sInvestors Service.  Insurance coverageshall be written as primary policy coverage and not contributing with or excessof any coverage which Landlord may carry, and Lennar Partners, Inc., Landlord,and Landlord’s managing agent shall be named as Additional Insureds withrespect to Commercial General Liability and Automobile Liability, including anyUmbrella or Excess policies.  Tenantshall furnish Landlord at the inception of this Lease (i) a Certificate ofInsurance evidencing that all such insurance is in effect and that Landlordwill be given at least 30 days prior written notice of cancellation ornon-renewal, and (ii) proof that premiums have been paid by Tenant.  Not later than **15 days**priorto the expiration of any insurance policy, evidence of renewals or replacementsof such policy shall be delivered to Landlord, together with proof of paymentof the associated premiums.  In the eventTenant shall fail to procure any contract of insurance required under the termshereof or any renewal of or replacement for any contract of insurance that isexpiring or has been canceled, Landlord may, but shall not be obligated to,procure such insurance on behalf of Tenant and the cost thereof shall bepayable to Landlord as additional rent within **10 days**followingwritten demand therefor.

 

16.8.        Subrogation:  Landlord and Tenant shall each obtain fromtheir respective insurers under all policies of property insurance maintainedby either of them at any time during the term hereof insuring or covering thePremises, a waiver of all rights of subrogation which the insurer of one partymight otherwise have, if at all, against the other party.

 

**17.****                               UTILITIESAND SERVICES: **Landlord shall use allreasonable efforts to furnish (as part of Operating Expenses) heating,ventilation, air conditioning, janitorial service, electricity for normallighting and office machines,**]**cold waterfor reasonable and normal drinking and lavatory use, replacement light bulbsand/or fluorescent tubes and ballasts for standard overhead fixtures consistentwith other similar class office buildings in downtown Albuquerque.  Said services and utilities shall be providedMonday through Friday from 8:00 a.m. to 8:00 p.m. and Saturday and Sunday from9:00 a.m. to 3:00 p.m..  Utilities andservices required at other times shall be subject to a charge per the followingtable:

 
| **Square Feet Under Lease** | ** ** | **Hourly Charge** | ** ** |
|-----------------------------|------------|-------------------|------------|
| First 15,054                |       | $                 | 25.00      |   |
| Next 15,054                 |       | $                 | 15.00      |   |
| 30,108 and above            |       | $                 | 10.00      |   |

 

Landlord shall not be liable for failure to furnishany of the utilities described in this **Paragraph 17**andTenant shall have no right to abatement of rental hereunder or to terminationof this Lease with respect to any such interruption provided such interruption orfailure to provide utilities and services shall be no longer than 48 hours norshall such failure constitute an eviction, nor shall Landlord be liable underany circumstances for loss of or injury to property, however occurring throughor in connection with or incidental to the furnishing of any of the servicesenumerated above.

 

**18.****                               CONDEMNATION:**  If **25%** of the landarea of the Project shall be taken or condemned for public use, Landlord mayelect to terminate this Lease effective on the date of taking; otherwise thisLease will remain in full force and effect. If there is a taking of all of the Premises or a part thereof so thatthe

 

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remaining part of thePremises is not suited for Tenant’s continued use, either party may elect toterminate this Lease effective on the date of taking.  If there is a taking of a portion of thePremises and a part remains which is suitable for Tenant’s use in Tenant’sreasonable opinion, this Lease shall, as to the part taken, terminate as of thedate the condemnor acquires possession, and thereafter Tenant shall be requiredto pay such proportion of the rent for the remaining term as the value of thePremises remaining bears to the total value of the Premises at the date ofcondemnation.  The election to terminatethis Lease as provided herein must be exercised, if at all, within **60 days** after the nature and extent of the taking isdetermined, otherwise, this Lease will remain in full force and effect.  All sums which may be payable on account ofany condemnation shall belong solely to the Landlord, and Tenant shall not beentitled to any part thereof, provided however, that Tenant shall be entitledto retain any amount awarded to it for its trade fixtures or moving expenses.

 

**19.****                               TRADEFIXTURES:**  Any and all improvementsmade to the Premises during the term hereof shall, , belong to the Landlordwithout compensation, allowance or credit to Tenant, except movable tradefixtures of the Tenant which can be removed without defacing the Premises orthe Project.** **Tenantreserves the right to place on-site a back-up generator with Landlord’sapproval which shall not be unreasonably withheld and at no additionalcharge.  Back-up generator shall remainthe property of Tenant and may be removed by Tenant upon vacancy.

 

**20.****                               DESTRUCTIONOF PREMISES:**

 

20.1.        PartialDestruction:  In the event of apartial destruction of the Premises during the term hereof, from any causecovered by insurance, Landlord must repair the same to the extent insuranceproceeds are received by Landlord for such repairs, and within **60 days** from receipt of such proceeds under then existinggovernmental laws and regulations.  Suchpartial destruction shall not terminate this Lease and Tenant shall be entitledto a proportionate reduction of rent while such repairs are being made, basedupon the extent to which the making of such repairs shall interfere with thebusiness of Tenant on the Premises.  Ifsuch repairs cannot be made within said **60 day** period,Landlord, at its option, may make the repairs within a reasonable time.  If Landlord elects to make said repairs, thisLease will continue in effect and the rent will be proportionately abated asstated above.  If the repairs cannot bemade within **60 days**from receipt of insuranceproceeds by Landlord, and Landlord elects not to make said repairs, this Leasemay be terminated at the option of either party.

 

20.2.        Material/TotalDestruction:  If the Building inwhich the Premises are situated or the Project sustains damage of more than **1/3** of the replacement cost thereof, Landlord may elect to terminatethis Lease whether the Premises are injured or not.  A total destruction of the Building in whichthe Premises are situated or the Project shall terminate this Lease.

 

20.3         Ifthe Partial Destruction or Material/Total Destruction in Paragraphs 20.1 and20.2 above include Tenant’s server or IT room(s), all rent shall be abateduntil said server or IT room(s) have been fully repaired.

 

**21.****                               HAZARDOUSSUBSTANCES:**

 

21.1.        Definitions:  For the purposes of this Agreement, thefollowing terms have the following meanings:

 

(a)           **“Environmental Law”**means any law, statute, ordinance orregulation pertaining to health, industrial hygiene or the environmentincluding, without limitation, **CERCLA**(ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980), **RCRA** (Resources Conservation and Recovery Act of 1976) and **SARA**(Superfund Amendments and Reauthorization Act of 1986).

 

(b)           **“Hazardous Substance”**means any substance, material or wastewhich is or becomes designated, classified or regulated as being “toxic” or “hazardous”or a “pollutant” or which is or becomes similarly designated, classified orregulated, under any Environmental Law, including asbestos, petroleum andpetroleum products.

 

21.2.        Tenant’sResponsibilities:  At its ownexpense, Tenant will procure, maintain in effect and comply with all conditionsof any and all permits, licenses and other governmental and regulatoryapprovals required for Tenant’s use of the Premises.  Tenant will not cause or permit any HazardousSubstance to be brought upon, kept or used in or about the Project by Tenant,its agents, employees, contractors or invitees without the prior writtenconsent of Landlord.  Tenant will causeany and all Hazardous Substances brought upon the Premises by Tenant to beremoved from the Premises and transported solely by duly licensed haulers toduly licensed facilities for

 

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final disposal of such materials and wastes.  Tenant will, in all respects, handle, treat,deal with and manage any and all Hazardous Substances in, on, under or aboutthe Premises in total conformity with all applicable Environmental Laws andprudent industry practices regarding management of such HazardousSubstances.  Upon expiration or earliertermination of the term of the Lease, Tenant will cause all HazardousSubstances placed on, under or about the Premises by Tenant or at Tenant’sdirection to be removed and transported for use, storage or disposal inaccordance and compliance with all applicable Environmental Laws.  Tenant will not take any remedial action inresponse to the presence of any Hazardous Substances in or about the Premisesor the Project, nor enter into any settlement agreement, consent decree or othercompromise in respect to any claims relating to any Hazardous Substances in anyway connected with the Premises without first notifying Landlord of Tenant’sintention to do so and affording Landlord ample opportunity to appear,intervene or otherwise appropriately assert and protect Landlord’s interestswith respect thereto.

 

21.3.        Indemnification:  If the Premises or the Project becomecontaminated in any manner for which Tenant is directly responsible for orotherwise become affected by any release or discharge of a Hazardous Substance,Tenant shall immediately notify Landlord of the release or discharge of theHazardous Substance, and Tenant shall indemnify, defend and hold harmlessLandlord from and against any and all claims, damages, fines, judgments,penalties, costs, liabilities or losses (including, without limitation, adecrease in value of the Project or the Premises, damages caused by loss orrestriction of rentable or usable space, or any damages caused by adverseimpact on marketing of the space, and any and all sums paid for settlement ofclaims, attorneys’ fees and expenses, consultant fees and expert fees) arisingduring or after the term of this Lease and arising as a result of suchcontamination, release or discharge. This indemnification includes, without limitation, any and all costsincurred because of any investigation of the site or any cleanup, removal orrestoration mandated by federal, state or local agency or politicalsubdivision. ( See also paragraph 14 above)

 

**22.****                               EVENTSOF DEFAULT:**  If one or more of thefollowing events **(“Event of Default”)**occurs, suchoccurrence constitutes a breach of this Lease by Tenant:

 

22.1.        Abandonment/Vacation:  Tenant abandons or vacates the Premises orremoves furniture, fixtures or personal property, except in the normal courseof business or subleasing and assignment of the Premises; or

 

22.2.        Rent:  Tenant fails to pay any monthly Base Rent orOperating Expenses Rent, if applicable, as and when the same becomes due andpayable, and such failure continues for more than **10****days;**or

 

22.3.        OtherSums:  Tenant fails to pay any othersum or charge payable by Tenant hereunder as and when the same becomes due andpayable, and such failure continues for more than **30 days**after Landlord gives written notice thereof to Tenant; or

 

22.4.        OtherProvisions:  Tenant fails to performor observe any other agreement, covenant, condition or provision of this Leaseto be performed or observed by Tenant as and when performance or observance isdue, and such failure continues for more than **30 days**after Landlord gives written notice thereof to Tenant, or if the default cannotbe cured within said **30 day** periodand Tenant fails promptly to commence with due diligence and dispatch thecuring of such default or, having so commenced, thereafter fails to prosecuteor complete with due diligence and dispatch the curing of such default; or

 

22.5.        Insolvency:  Tenant **(a)** files orconsents by answer or otherwise to the filing against it of a petition forrelief or reorganization or arrangement or any other petition in bankruptcy orliquidation or to take advantage of any bankruptcy or insolvency law of anyjurisdiction; **(b)** makes an assignment for thebenefit of its creditors; **(c)** consents tothe appointment of a custodian, receiver, trustee or other officer with similarpowers of itself or of any substantial part of its property; or **(d)** takes action for the purpose of any of the foregoing; or

 

22.6.        Receiver:  A court or governmental authority ofcompetent jurisdiction, without consent by Tenant, enters an order appointing acustodian, receiver, trustee or other officer with similar powers with respectto it or with respect to any substantial power of its property, or constitutingan order for relief or approving a petition for relief or reorganization or anyother petition in bankruptcy or insolvency law of any jurisdiction, or orderingthe dissolution, winding up or liquidation of Tenant, or if any such petitionis filed against Tenant and such petition is not dismissed within **60****days**;****or

 

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22.7.        Attachments:  This Lease or any estate of Tenant hereunderis levied upon under any attachment or execution and such attachment orexecution is not vacated within **60 days**; or

 

22.8.        Assignment/Sublease:  Tenant assigns this Lease or subleases all orany portion of the Premises without Landlord’s prior written consent.

 

**23.****                               REMEDIESOF LANDLORD ON DEFAULT:**

 

23.1.        Termination:  In the event of any breach of this Lease byTenant, Landlord may, at its option, terminate the Lease and repossess thePremises pursuant to the laws of the State in which the Project is located andrecover from Tenant as damages:

 

(a)           theunpaid rent and other amounts due at the time of termination plus interestthereon at the maximum lawful rate per annum from the due date until paid;

 

(b)           thepresent value of the balance of the rent for the remainder of the term aftertermination less the present value of the fair market value rental of thePremises for said period (both determined by applying a discount rate based on theWall Street Journal Prime Rate); and

 

(c)           anyother amount necessary to compensate Landlord for all detriment proximatelycaused by Tenant’s failure to perform its obligations under the Lease or whichin the ordinary course of things would be likely to result therefrom,including, without limitation, the cost of recovering the Premises.

 

23.2.        Landlord’sOptions:  Landlord may, in thealternative, (i) continue this Lease in effect, as long as Landlord does notterminate Tenant’s right to possession, and Landlord may enforce all its rightsand remedies under the Lease, including the right to recover the rent as itbecomes due under the Lease; or (ii) terminate Tenant’s right of possession(but not this Lease) and repossess the Premises pursuant to the laws of theState in which the Project is located, without demand or notice of any kind toTenant, in which event Landlord may, but shall be under no obligation to do so(except to the extent required by the laws of the State in which the Project islocated), relet the Premises for the account of Tenant for such rent and uponsuch terms as shall be satisfactory to Landlord.  For purpose of such reletting Landlord isauthorized by Tenant to decorate or to make any repairs, changes, alterationsor additions in or to the Premises that may be necessary to relet the Premises ,at Tenant’s expense.  Tenant shall alsobe responsible for rent for the period that the Premises are vacant and allcosts of re-letting, including, without limitation, brokerage commissions and reasonableattorneys’ fees.  Tenant shall be liablefor any deficiency of such rental below the total rental and all other paymentsherein provided for the unexpired balance of the term of this Lease.  If said breach of the Lease continues,Landlord may, at any time thereafter, elect to terminate the Lease; or (iii)exercise any and all other rights and remedies available to Landlord at law orin equity.

 

**24.****                               SECURlTYDEPOSIT:  **The Security Deposit setforth in **Paragraph 1**, if any, shall secure theperformance of the Tenant’s obligations hereunder.  Landlord may, but shall not be obligated to,apply all or portions of the Security Deposit on account of Tenant’sobligations hereunder.  In the event thatLandlord applies all or a portion of the Security Deposit to Tenant’sobligations hereunder, Tenant shall be obligated, within **10 days**of receipt of notice from Landlord, to deposit cash with Landlord in an amountsufficient to restore the Security Deposit to the full amount stated in **Paragraph 1.8** above. Failure to deposit such cash shall be a default under the terms of thisLease.  Provided Tenant is not indefault, any balance remaining upon termination shall be returned toTenant.  Tenant shall not have the rightto apply the Security Deposit in payment of the last month’s rent.  No interest shall be paid by Landlord on theSecurity Deposit.  In the event of a saleof the Project, Landlord shall have the right to transfer the Security Depositto the purchaser, upon such transfer Landlord shall have no further liabilitywith respect thereto, and Tenant agrees to look solely to such purchaser forthe return of the Security Deposit. Landlord shall not be required to keep the Security Deposit in asegregated account, and the Security Deposit may be commingled with other fundsof Landlord.

 

**25.****                               LIENFOR RENT:**  In addition to andindependent of any lien in favor of Landlord arising by operation of law,Tenant hereby grants to Landlord a security interest to secure payment of allBase Rent and other sums of money becoming due hereunder from Tenant, and tosecure payment of any damages or loss which Landlord may suffer by reason ofthe breach by Tenant of any covenant, agreement or condition contained herein,upon all goods, wares, equipment, fixtures, furnishings, inventory,improvements and other personal property of Tenant presently or which hereaftermay be situated in or on the Premises, and all proceeds therefrom, and suchproperty shall not be removed therefrom without the consent of

 

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Landlord until any andall other sums of money then due to Landlord hereunder, first shall have beenpaid and discharged, and all covenants, agreements and conditions hereof havebeen fully complied with and performed by Tenant.  At any time and from time to time, Tenantagrees to execute any UCC-1 Financing Statement or such other documents orinstruments as Landlord may request to perfect or confirm the security interestcreated by this **Paragraph. **Upon any failure by Tenant to do so, Landlord may executesame for and on behalf of Tenant as Tenant’s attorney-in-fact.  All exemption laws are hereby waived byTenant.  This lien and security interestmay be foreclosed with or without court proceedings, by public or private sale,with or without notice upon the material default of Tenant under this Lease,and Landlord shall have the right to become purchaser upon being the highestbidder at such sale.  Landlord, assecured party, shall be entitled to all the rights and remedies afforded asecured party under the Uniform Commercial Code, which rights and remediesshall be in addition to and cumulative of the Landlord’s liens and rightsprovided by law or by the terms and provisions of this Lease.

 

**26.****                               ERISA:**  **Intentionally deleted**

 

**27.****                               LIMITATIONON LANDLORD’S PERSONAL LIABILITY:** Tenant specifically agrees to look solely to Landlord’s interest in theProject for the recovery of any judgment from Landlord, it being agreed thatLandlord (and any officers, shareholders, directors or employees of Landlord)shall never be personally liable for any such judgment.

 

**28.****                               ATTORNEYS’FEES:** In the event Tenant defaultsin the performance of any of the terms, covenants, agreements or conditionscontained in this Lease and Landlord places the enforcement of this Lease orthe collection of any rent due or to become due hereunder or recovery of thepossession of the Premises in the hands of an attorney, Tenant agrees to payLandlord reasonable attorneys’ fees and costs. If there is any legal action or proceeding between Landlord and Tenantto enforce any provision of this Lease or to protect or establish any right orremedy of either Landlord or Tenant hereunder, the unsuccessful party to suchaction or proceeding will pay to the prevailing party all costs and expenses,including reasonable attorneys’ fees (including allocated reasonable costs ofLandlord’s in-house attorney), incurred by such prevailing party in such actionor proceeding and in any appearance in connection therewith, and if suchprevailing party recovers a judgment in any such action, proceeding or appeal,such costs, expenses and attorneys’ fees will be determined by the courthandling the proceeding and will be included in and as a part of such judgment.

 

**29.****                               WAIVER:**  No failure of Landlord to enforce any termhereof shall be deemed to be a waiver.

 

**30.****                               SEVERABILITY:**  If any clause or provision of this Lease isillegal, invalid or unenforceable under present or future laws effective duringthe term hereof, then it is the intention of the parties hereto that theremainder of this Lease shall not be affected thereby, and it is also theintention of both parties that in lieu of each clause or provision that isillegal, invalid or unenforceable, there shall be added as a part of thisLease, a clause or provision as similar in terms to such illegal, invalid orunenforceable clause or provision as may be possible and be legal, valid andenforceable.

 

**31.****                               NOTICES:**  All notices or other communications requiredor permitted hereunder must be in writing, and be (i) personally delivered(including by means of professional messenger service), (ii) sent by overnightcourier, with request for next Business Day delivery, or (iii) sent byregistered or certified mail, postage prepaid, return receipt requested, to theaddresses set forth in **Paragraph 1**.  All notices sent by mail will be deemedreceived **2 days** after the date of mailing.

 

**32.****                               HOLDINGOVER:**  Any holding over after theexpiration or termination of this Lease shall be construed as a month-to-monthtenancy at the rental rate specified below, and otherwise in accordance withthe terms hereof, as applicable.  Landlordor Tenant must provide the other party with thirty (30) days prior notice ofits intent to recapture or vacate the space.

 

**Rental****Rate During HoldoverPeriod**

 

| 1-90 days past lease  expiration   |   | 110% of rental rate in  last month of lease term |
|------------------------------------|--------|--------------------------------------------------|
| 91-180 days past lease  expiration |   | 125% of rental rate in  last month of lease term |
| 181+ days past lease  expiration   |   | 150% of rental rate in  last month of lease term |

 

**33.****                               TIME:**  Time is of the essence of this Lease.

 

**34.****                               HEIRS,ASSIGNS, SUCCESSORS:**  This Lease isbinding upon and inures to the benefit of the assigns and successors ininterest of Landlord and is binding upon and inures to the benefit of Tenantand

 

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Tenant’s heirs and successors and, to the extentassignment may be approved by Landlord hereunder, Tenant’s assigns.

 

**35.****                               SUBORDINATION:**  This Lease is and shall always be subject andsubordinate to the lien of any mortgages which are now or shall at any futuretime be placed upon the Project, the Premises or Landlord’s rights hereunder,and to any renewals, extensions, modifications or consolidations of any suchmortgage.  This clause shall beself-operative and no further instrument of subordination need be required byany mortgagee.  In confirmation of suchsubordination, however, Tenant, at Landlord’s request, shall execute promptlyany appropriate certificate or instrument that Landlord may reasonably request.

 

**36.****                               ESTOPPELCERTIFICATE; FINANCIAL STATEMENTS:**

 

36.1.        Content:  Tenant shall at any time upon not less than **5 business days** prior written notice from Landlord execute,acknowledge and deliver to Landlord a statement in writing:

 

(a)           certifyingthat this Lease is unmodified and in full force and effect (or, if modified,stating the nature of such modification and certifying that this Lease, as somodified, is in full force and effect), the amount of any security deposit, andthe date to which the rent and other charges are paid in advance, if any; and

 

(b)           acknowledgingthat there are not, to Tenant’s knowledge, any uncured defaults on the part ofLandlord hereunder, or specifying such defaults if any are claimed.  Any such statement may be conclusively reliedupon by a prospective purchaser or encumbrancer to the Premises.

 

36.2.        Failureto Deliver:  At Landlord’s option,Tenant’s failure to deliver such statement within such time shall be a materialbreach of this Lease or shall be conclusive upon Tenant:

 

(a)           thatthis Lease is in full force and effect, without modification, except as may berepresented by Landlord;

 

(b)           thatthere are no uncured defaults in Landlord’s performance; and

 

(c)           thatnot more than one month’s rent has been paid in advance or such failure may beconsidered by Lessor as a default by Tenant under this Lease.

 

36.3.        FinancialStatements:  intentionally deleted

 

**37.****                               AUTHORIZATION:** If Tenant executes this Lease as acorporation or partnership, then Tenant and the person(s) executing this Leaseon behalf of Tenant, represent and warrant that such entity is duly qualifiedto do business in the State in which the Project is located and that theindividuals executing this Lease on Tenant’s behalf are duly authorized toexecute and deliver this Lease on Tenant’s behalf.

 

**38.****                               JOINTAND SEVERAL LIABILITY:**  In the eventthat more than one person or entity executes the Lease as Tenant, all suchpersons and entities shall be jointly and severally liable for all of Tenant’sobligations hereunder.

 

**39.****                               FORCEMAJEURE:**  Landlord shall be excusedfor the period of any delay in the performance of any obligations hereunderwhen prevented from doing so by cause or causes beyond Landlord’s absolutecontrol which shall include, without limitation, all labor disputes, civilcommotion, civil disorder, riot, civil disturbance, war, war-like operations,invasion, rebellion, hostilities, military or usurped power, sabotage,governmental regulations, orders, moratoriums or controls, fire or othercasualty, inability to obtain any material, services or financing or Acts ofGod.

 

**40.****                               RECORDING:**  Tenant shall not record this Lease, or anymemorandum or short form thereof, without the written consent and joinder ofLandlord, which may be unreasonably withheld.

 

**41.****                               RIDER: **A Rider, is not attached hereto.

 

**42.****                               ENTIREAGREEMENT:**  The foregoing constitutesthe entire agreement between the parties and may be modified only by a writingsigned by both parties.

 

**43.****                               GOVERNINGLAW:**  This Lease shall be construedin accordance with the laws of the State in which the Project is located.

 

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**44.****                               WAIVEROF THE RIGHT TO TRIAL BY JURY: **LANDLORDAND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURYIN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTEAGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THISLEASE OR THE LEASED PREMISES.

 

**45.**          **RIGHT OF FIRST REFUSAL:  **Landlordagrees to hold an additional floorplate 15,054 rentable square feet ) off themarket for 120 days from the date of mutual execution of this agreement.  If Tenant chooses to take the additionalspace, the same terms and conditions as this Lease shall apply.  Should Tenant choose to not take theadditional space, and so long as Tenant is not in default, Tenant shall have aright of first refusal on said space at the same terms and conditions as thisLease, on a pro-rated basis over the remaining lease term. At all times, Tenantshall have a right of first refusal on any available space in the buildinggreater than 10,000 square feet.  Uponreceipt of a bona fide offer to lease, Landlord shall present said offer toTenant and Tenant shall have five (5) business days to advise Landlord of itsintent with respect to said space. Non-response after the prescribed periodshall be deemed a waiver of this right.

 

**46.****                               ROOFACCESS: **Subject to Landlord’s reviewand approval of equipment specifications,  location and at Tenant’s sole cost, Tenant maylocate its transmission equipment on the roof of the Building,  . There will not be any fees imposed by Landlord for such access.

 

 

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as ofthe day and year first above written.

 
| **“LANDLORD”** | **“TENANT”** |
|--------------------------|------------------------|
| **Centurion SW LLC**     | **Sento Corporation**  |
|                     |                   |
|                     |                   |
| By:                      |                   |   | By |   |   |
|                     |                   |
| Aaron Hazelrigg          | Its:                   |   |   |
| President                |                   |   |   |
|                          |                        |  |  |  |  |

 

 
| STATE OF NEW MEXICO   | )      |
|-----------------------|--------|
|                  | )SS.   |
| COUNTY OF BERNALILLO) |   |

 

 

The foregoing instrument was acknowledged before me this                 day of                        ,2005, by                                    on behalf of the corporation.

 
|                   |          |   |
|------------------------|---------------|--------|
|                   | NOTARY PUBLIC |
| My Commission Expires: |          |

 

 
| STATE OF NEW MEXICO   | )      |
|-----------------------|--------|
|                  | )SS.   |
| COUNTY OF BERNALILLO) |   |

 

 

The foregoing instrument was acknowledged before me this                   day of                         ,2005, by                                on behalf of the Landlord.

 
|                   |          |   |
|------------------------|---------------|--------|
|                   | NOTARY PUBLIC |
| My Commission Expires: |          |

 

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**SCHEDULE 1**

 

**SITE PLAN**

 

 
|   | Landlord |   |   |
|--------|----------|--------|--------|
|   |     |
|   | Tenant   |   |   |
|        |          |        |        |  |

 

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**SCHEDULE 3**

 

**FAIRMARKET RENT**

 

 

(a)           The Base Rent payable by Tenant during anyoption period (**“Option Period Base Rent”**) will bethe fair market rental value of the Premises as reasonably determined byLandlord and agreed to by Tenant at the commencement date of any such optionperiod (exclusive of any improvements thereto made at any time during the termof any extension thereof by, or at the cost of, Tenant.)

 

(b)           In determining the fair market rental valuefor any option period, Landlord will not consider the highest and best use forthe Premises, or the Building where the Premises are located or the underlyingland, but will consider only the then prevailing rent for premises comparablein size and use to the demised Premises, located in buildings comparable insize and use to, and in the general vicinity of, the Building and taking intoconsideration all allowances for tenant improvements, moving expenses, landlordexpenses, rent abatement, brokerage expenses, tenant benefits, credit qualityof Tenant or any other market concessions which may be commonly available atthe commencement of such extension period. The Market Rate shall be determined on the basis of the assumptionsthat the operating expense Base Year shall be updated to the first fullcalendar year of the renewal term.  

 

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**RULES AND REGULATIONS**

 

1.             Inthe event of any conflict between the terms of these rules and regulations andthe express provisions of the Lease, the express, applicable provisions of theLease shall control.  Landlord reservesthe right, without the approval of Tenant, to rescind, add to and amend any rulesor regulations, to add new reasonable rules or regulations and to waive anyrules or regulations with respect to any tenant or tenants.  Tenant shall provide a copy of these rulesand regulations to each of its employees to facilitate compliance with thesestandards.

 

2.             Thesidewalks, walks, plaza entries, corridors, ramps, staircases and elevators ofthe Project shall not be obstructed, and shall not be used by Tenant, or theemployees, agents, servants, visitors or invitees of Tenant, for any purposeother than ingress and egress to and from the Premises.  No skateboards, roller skates, roller bladesor similar items shall be used in or about the Project.

 

3.             No freight, furniture or other large orbulky merchandise or equipment of any description will be received into theProject or carried into the elevators, if any, except in such a manner, duringsuch hours and using such elevators and passageways as may be approved ordesignated by Landlord, and then only upon having been scheduled inadvance.  Any hand trucks, carryalls, orsimilar equipment used for the delivery or receipt of merchandise or equipmentshall be equipped with rubber tires, side guards and such other safeguards asLandlord shall reasonably require. Although Landlord or its personnel may participate or assist in the supervisionof such movement, Tenant assumes financial responsibility for all risks as todamage to articles moved and injury to persons or public engaged or not engagedin such movement, including any equipment, property or personnel of Landlorddamaged or injured in connection with carrying out this service for Tenant.

 

4.             Landlord shall have the right toprescribe the weight, position and manner of installation of safes or otherheavy equipment which shall, if considered necessary by Landlord, be installedin a manner which shall insure satisfactory weight distribution.  All damage done to the Project by reason of asafe or any other article of Tenant’s office equipment being on the Premisesshall be repaired at the expense of Tenant. The time, routing and manner of moving safes or other heavy equipmentshall be subject****to prior approval by Landlord.

 

5.             Onlypersons authorized by Landlord will be permitted to furnish newspapers, ice,drinking water, towels, barbering, shoe shining, janitorial services, floorpolishing and other similar services and concessions in the Project, and onlyat hours and under regulations fixed by Landlord.

 

6.             Tenant,or the employees, agents, servants, visitors or invitees of Tenant, shall notat any time place, leave or discard any rubbish, paper, articles or object ofany kind whatsoever outside the doors of the Premises or in the corridors orpassageways of the Project.

 

7.             Tenantshall not place, or cause or allow to be placed, any sign, placard, picture,advertisement, notice or lettering whatsoever, in, about or on the exterior ofthe Premises, Building or Project, except in and at such places as may bedesignated by Landlord and consented to by Landlord in writing.  Any such sign, placard, advertisement,picture, notice or lettering so placed without such consent may be removed byLandlord without notice to and at the expense of Tenant.  All lettering and graphics on corridor doorsshall conform to the building standard prescribed by Landlord.

 

8.             Tenantshall not place, or cause or allow to be placed, any satellite dish,communications equipment, computer or microwave receiving equipment, antennaeor other similar equipment about or on the exterior of the Premises, Buildingor Project.  Any such equipment so placedmay be removed by Landlord without notice to and at the expense of Tenant.

 

9.             Canvassing,soliciting or peddling in the Building and/or Project is prohibited and Tenantshall cooperate reasonably to prevent same.

 

10.           Landlordshall****have the right to exclude any personfrom the Project, and any person in the Project will be subject toidentification by employees and agents of Landlord.  Any persons in or entering the Project shallbe required to comply with the security policies of the Project, including,without limitation, the showing of suitable identification and signing of aBuilding

 

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register when entering or leaving the Building.  If Tenant desires additional security servicefor the Premises, Tenant shall have the right (with advance written consent ofLandlord) to obtain such additional service at Tenant’s sole cost andexpense.  Tenant shall keep doors tounattended areas locked and shall otherwise exercise reasonable precautions toprotect property from theft, loss or damage. Landlord shall not be responsible for the theft, loss or damage of anyproperty or for any error with regard to the exclusion from or admission to theProject of any person.  In case ofinvasion, mob, riot or public incitement, the Landlord reserves the right toprevent access to the Project during the continuance of same by closing thedoors or taking other measures for the safety of the tenants and protection ofthe Project and property or persons therein.

 

11.           Onlyworkmen employed, designated or approved by Landlord may be employed forrepairs, installations, alterations, painting, material moving and othersimilar work that may be done in or on the Project.

 

12.           Tenantshall not bring or permit to be brought or kept in or on the Premises orProject any inflammable, combustible, corrosive, caustic, poisonous, orexplosive substance, or firearms, or cause or permit any odors to permeate inor emanate from the Premises, or permit or suffer the Project to be occupied orused in a manner offensive or objectionable to Landlord or other occupants ofthe Project by reason of light, radiation, magnetism, noise, odors and/orvibrations.

 

13.           Tenantshall not mark, paint, drill into, or in any way deface any part of the Projector the Premises.  No boring, driving ofnails or screws, cutting or stringing of wires shall be permitted, except withthe prior written consent of Landlord, which consent shall not be unreasonablywithheld or delayed.  Tenant shall notinstall any resilient tile or similar floor covering in the Premises, exceptwith the prior approval of Landlord, which approval shall not be unreasonablywithheld or delayed.

 

14.           Noadditional locks or bolts of any kind shall be placed on any door in theProject or the Premises and no lock on any door therein shall be changed oraltered in any respect.  All keys shallbe returned to Landlord upon the termination of this Lease and Tenant shallgive to Landlord the explanations of the combinations of all safes, vaults andcombination locks remaining with the Premises. Landlord may at all times keep a pass key to the Premises.  All entrance doors to the Premises shall beleft closed at all times and left locked when the Premises are not in use.

 

15.           Tenantshall give immediate notice to Landlord in case of known theft, unauthorizedsolicitation or accident in the Premises or in the Project, or of known defectstherein or in any fixtures or equipment, or of any known emergency in theProject.

 

16.           Tenantshall not use the Premises or permit the Premises to be used for photographic,multilith or multigraph reproductions, except in connection with its ownbusiness and not as a service for others without Landlord’s prior writtenpermission.

 

17.           Noanimals or birds shall be brought or kept in or about the Project, with theexception of guide dogs accompanying visually handicapped persons.

 

18.           Noawnings, draperies, shutters or other interior or exterior window coveringsthat are visible from the exterior of the Building or from the exterior of thePremises within the Building may be installed by Tenant without Landlord’sprior written consent.

 

19.           Tenantshall not place, install or operate within the Premises or any other part ofthe Project any engine, stove, or machinery, or conduct mechanical operationstherein, without the written consent of Landlord.

 

20.           Noportion of the Premises or any other part of the Project shall at any time beused or occupied as sleeping or lodging quarters.

 

21.           Tenantshall at all times keep the Premises neat and orderly.

 

22.           Thetoilet rooms, urinals, wash bowls and other apparatus shall not be used for anypurpose other than that for which they were constructed and no foreignsubstance of any kind whatsoever shall be thrown therein.  The expenses of any breakage, stoppage ordamage, resulting from the violation of this rule shall be borne by the Tenantwho (or whose employees or invitees) shall have caused such damage.

 

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23.           Alltenant modifications resulting from alterations or physical additions in or tothe Premises must conform to all applicable building and fire codes.  Tenant shall obtain written approval from themanagement office prior to commencement of any such modifications and shalldeliver as built plans to the management office upon completion.

 

24.           Tenantagrees to place all indoor potted plants requiring water within a containercapable of collecting any water overflow, such containers to be approved and/orsupplied by Landlord, at Tenant’s sole expense. Tenant agrees to use caution so that indoor plants do not damage or soilthe Premises.

 

25.           Tenantshall not park (and shall insure that Tenant’s employees, agents, and inviteesdo not park) in any reserved parking space other than those reserved parkingspaces, if any, specifically assigned to Tenant.  Any vehicle improperly parked, or parked inany unauthorized parking area in the Project, shall be towed at the vehicleowner’s expense and without further or additional notice.

 

26.           Personsusing the Parking Garage do so at their own risk.  Landlord specifically disclaims allliability, except when caused solely by its gross negligence or willfulmisconduct, for any personal injury incurred by users of the Parking Garage,their agents, employees, family, friends, guests or invitees, or as a result ofdamage to, theft of, or destruction of any vehicle or any contents thereof, asa result of the operation or parking of vehicles in the Parking Garage.

 

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