**Exhibit 10.30**

 

***CANYONS CENTER***

***SUMMERLIN***

***LAS VEGAS, NEVADA***

***LEASE AGREEMENT***

***between***

***HOWARD HUGHES PROPERTIES,LIMITED PARTNERSHIP***

***and***

***VENDING DATA CORPORATION***

***Dated December 29, 2006***

 

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##### **LEASE AGREEMENT**

 
| **TABLE OF CONTENTS**                              | ** ** | **PAGE** |
|--------------------------------------------------------------|------------|----------|
| **ARTICLE 1 DEFINITIONS**                                    | ** ** |     |
|                                                         |       |     |
| **ARTICLE 2 LEASE GRANT**                                    | ** ** |     |
|                                                         |       |     |
| **ARTICLE 3 LEASE TERM**                                     | ** ** |     |
| ** **                                                   | ** ** |     |
| 3.1  DELIVERY OF POSSESSION                                  |       |     |
| 3.2  SUBSTANTIAL COMPLETION OF PREMISES                      |       |     |
| 3.3  LANDLORD DELAYS                                         |       |     |
|                                                         |       |     |
| **ARTICLE 4 USE OF PREMISES AND COMMON AREAS**               | ** ** |     |
| ** **                                                   | ** ** |     |
| 4.1  PREMISES                                                |       |     |
| 4.2  COMMON AREAS OF BUILDING                                |       |     |
| 4.3  LANDLORD’S RIGHTS IN COMMON AREAS                  |       |     |
|                                                         |       |     |
| **ARTICLE 5 BASE RENT AND ADDITIONAL RENT**                  | ** ** |     |
| ** **                                                   | ** ** |     |
| 5.1  BASE RENT                                               |       |     |
| 5.2  INTENTIONALLY OMITTED                                   |       |     |
| 5.3  ADDITIONAL RENT                                         |       |     |
| 5.4  INTEREST ON LATE PAYMENTS                               |       |     |
|                                                         |       |     |
| **ARTICLE 6 BASE RENT ADJUSTMENT**                           | ** ** |     |
|                                                         |       |     |
| **ARTICLE 7 SERVICES TO BE FURNISHED BY LANDLORD**           | ** ** |     |
|                                                         |       |     |
| **ARTICLE 8 IMPROVEMENTS TO BE MADE BY LANDLORD**            | ** ** |     |
|                                                         |       |     |
| **ARTICLE 9 MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD** | ** ** |     |
|                                                         |       |     |
| **ARTICLE 10 GRAPHICS**                                      | ** ** |     |
|                                                         |       |     |
| **ARTICLE 11 CARE OF THE PREMISES BY TENANT**                | ** ** |     |
|                                                         |       |     |
| **ARTICLE 12 REPAIRS AND ALTERATIONS BY TENANT**             | ** ** |     |
|                                                         |       |     |
| **ARTICLE 13 USE OF ELECTRICAL SERVICES BY TENANT**          | ** ** |     |
|                                                         |       |     |
| **ARTICLE 14 LAWS AND REGULATIONS**                          | ** ** |     |
| ** **                                                   | ** ** |     |
| 14.1  GENERAL                                                |       |     |
| 14.2  HAZARDOUS MATERIALS                                    |       |     |
| 14.3  CERTAIN INSURANCE RISKS                                |       |     |
|                                                         |       |     |
| **ARTICLE 15 BUILDING RULES**                                | ** ** |     |
|                                                         |       |     |
| **ARTICLE 16 ENTRY BY LANDLORD**                             | ** ** |     |
|                                                         |       |     |
| **ARTICLE 17 ASSIGNMENT AND SUBLETTING**                     | ** ** |     |
|                                                         |       |     |
| **ARTICLE 18 LIENS**                                         | ** ** |     |
|                                                         |       |     |
| **ARTICLE 19 INSURANCE**                                     | ** ** |     |
| ** **                                                   | ** ** |     |
| 19.1  PROPERTY INSURANCE                                     |       |     |
| 19.2  LIABILITY INSURANCE                                    |       |     |
| 19.3  REQUIREMENTS FOR INSURANCE POLICIES                    |       |     |
| 19.4  WAIVER OF SUBROGATION RIGHTS                           |       |     |
|                                                         |       |     |
| **ARTICLE 20 INDEMNITY**                                     | ** ** |     |
|                                                         |       |     |
| **ARTICLE 21 PROPERTY DAMAGE**                               | ** ** |     |
|                                                         |       |     |
| **ARTICLE 22 CONDEMNATION**                                  | ** ** |     |
|                                                         |       |     |
| **ARTICLE 23 DAMAGES FROM CERTAIN CAUSES**                   | ** ** |     |
|                                                         |       |     |
| **ARTICLE 24 EVENTS OF DEFAULT**                             | ** ** |     |

 

2

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| **ARTICLE 25 LANDLORD’S REMEDIES**                         | ** ** |   |
|-----------------------------------------------------------------|------------|--------|
|                                                            |       |   |
| **ARTICLE 26 LANDLORD’S DEFAULT**                          | ** ** |   |
|                                                            |       |   |
| **ARTICLE 27 PEACEFUL ENJOYMENT**                               | ** ** |   |
|                                                            |       |   |
| **ARTICLE 28 HOLDING OVER**                                     | ** ** |   |
|                                                            |       |   |
| **ARTICLE 29 SUBORDINATION TO MORTGAGE**                        | ** ** |   |
|                                                            |       |   |
| **ARTICLE 30 LANDLORD’S LIEN**                             | ** ** |   |
|                                                            |       |   |
| **ARTICLE 31 ATTORNEYS’ FEES**                             | ** ** |   |
|                                                            |       |   |
| **ARTICLE 32 NO IMPLIED WAIVER**                                | ** ** |   |
|                                                            |       |   |
| **ARTICLE 33 PERSONAL LIABILITY**                               | ** ** |   |
|                                                            |       |   |
| **ARTICLE 34 SECURITY DEPOSIT/LETTER OF CREDIT**                | ** ** |   |
|                                                            |       |   |
| **ARTICLE 35 NOTICE**                                           | ** ** |   |
|                                                            |       |   |
| **ARTICLE 36 SEVERABILITY**                                     | ** ** |   |
|                                                            |       |   |
| **ARTICLE 37 RECORDATION**                                      | ** ** |   |
|                                                            |       |   |
| **ARTICLE 38 GOVERNING LAW**                                    | ** ** |   |
|                                                            |       |   |
| **ARTICLE 39 FORCE MAJEURE**                                    | ** ** |   |
|                                                            |       |   |
| **ARTICLE 40 TIME OF PERFORMANCE**                              | ** ** |   |
|                                                            |       |   |
| **ARTICLE 41 TRANSFERS BY LANDLORD**                            | ** ** |   |
|                                                            |       |   |
| **ARTICLE 42 COMMISSIONS**                                      | ** ** |   |
|                                                            |       |   |
| **ARTICLE 43 EFFECT OF DELIVERY OF THIS LEASE**                 | ** ** |   |
|                                                            |       |   |
| **ARTICLE 44 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY**       | ** ** |   |
|                                                            |       |   |
| **ARTICLE 45 JOINT AND SEVERAL LIABILITY**                      | ** ** |   |
|                                                            |       |   |
| **ARTICLE 46 INTERPRETATION**                                   | ** ** |   |
|                                                            |       |   |
| **ARTICLE 47 INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS** | ** ** |   |
|                                                            |       |   |
| **ARTICLE 48 WAIVER OF JURY TRIAL**                             | ** ** |   |
|                                                            |       |   |
| **ARTICLE 49 NO MERGER**                                        | ** ** |   |
|                                                            |       |   |
| **ARTICLE 50 COUNTERPARTS**                                     | ** ** |   |
|                                                            |       |   |
| **ARTICLE 51 EXHIBITS**                                         | ** ** |   |

 

3

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**LIST OF EXHIBITS**

 
| **Exhibit**   | ** ** | **Description**            | ** ** | **Principal Reference  “In Section/Article”** |
|---------------|------------|----------------------------|------------|-------------------------------------------------------------------|
|          |       |                       |       |                                                              |
| “A” |       | Legal Description          |       | 1.4                                                               |   |
|          |       |                       |       |                                                              |   |
| “B” |       | Floor Plan of the Premises |       | 1.15                                                              |   |
|          |       |                       |       |                                                              |   |
| “C” |       | Parking Agreement          |       | 4.2(ii)                                                           |   |
|          |       |                       |       |                                                              |   |
| “D” |       | Work Letter                |       | 8                                                                 |   |
|          |       |                       |       |                                                              |   |
| “E” |       | Rules and Regulations      |       | 15                                                                |   |
|          |       |                       |       |                                                              |   |
| “F” |       | Commencement Memorandum    |       | 1.22                                                              |   |

 

4

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##### **CANYONS CENTER**

##### ** **

**LEASE AGREEMENT**

 

THISLEASE AGREEMENT (the “Lease”), is made and entered into as of the 29thday of December, 2006, between HOWARD HUGHES PROPERTIES, LIMITEDPARTNERSHIP, a Delaware limited partnership (“Landlord”), and VENDING DATACORPORATION, a Nevada corporation (“Tenant”).

 

**W****I****T****N****E****S****S****E****T****H:**

**ARTICLE 1**

 

**DEFINITIONS**

 

1.1Intentionally omitted.

 

1.2“Allowance” shall mean an amount equal to Seven and 00/100 Dollars ($7.00) persquare foot of Usable Area in the Premises. The Premises are stipulated for allpurposes to contain six thousand one hundred thirty-five (6,135) square feet ofUsable Area.

 

1.3“Base Rent” shall be determined as follows:

 

(i)During months one (1) through twelve (12) of the Lease Term, the BaseRent shall be Thirty and 00/100 Dollars ($30.00) per year for each square footof Rentable Area of the Premises which is equal to Two Hundred Eleven ThousandOne Hundred Ten and 00/100 Dollars ($211,110.00) per annum.

 

(ii)During months thirteen (13) through twenty-four (24) of the LeaseTerm, the Base Rent shall be Thirty-One and 20/100 Dollars ($31.20) per yearfor each square foot of Rentable Area of the Premises which is equal to TwoHundred Nineteen Thousand Five Hundred Fifty-Four and 40/100 Dollars($219,554.40) per annum.

 

(iii)During months twenty-five (25) through thirty-six (36) of the LeaseTerm, the Base Rent shall be Thirty-Two and 44/100 Dollars ($32.44) per yearfor each square foot of Rentable Area of the Premises which is equal to TwoHundred Twenty-Eight Thousand Two Hundred Eighty and 28/100 Dollars($228,280.28) per annum.

 

(iv)During months thirty-seven (37) through forty-eight (48) of the LeaseTerm, the Base Rent shall be Thirty-Three and 74/100 Dollars ($33.74) per yearfor each square foot of Rentable Area of the Premises which is equal to TwoHundred Thirty-Seven Thousand Four Hundred Twenty-Eight and 38/100 Dollars($237,428.38) per annum.

 

(v)During months forty-nine (49) through sixty (60) of the Lease Term,the Base Rent shall be Thirty-Five and 09/100 Dollars ($35.09) per year foreach square foot of Rentable Area of the Premises which is equal to Two HundredForty-Six Thousand Nine Hundred Twenty-Eight and 33/100 Dollars ($246,928.33)per annum.

 

TheBase Rent due for the first full calendar month during the Lease Term has beenpaid to Landlord by Tenant contemporaneously with Tenant’s execution hereof.

 

1.4“Building” shall mean (a) the parcel of real property described in Exhibit“A” attached hereto and incorporated herein, (b) the office building andparking structure built or to be built on such parcel of real property, and(c) any and all other improvements thereon and appurtenances thereto. Thestreet address of the Building is 1120 Town Center Drive, Las Vegas, Nevada89144; such street address may be modified by Landlord from time to time duringthe Lease Term.

 

1.5“Building Core” shall mean the area within the outermost finish face of thatportion of the Building that incorporates those areas that provide service tothe tenants of that floor and to the Building. These areas of service include:restroom facilities for men and women along with the vestibule and access, electrical,mechanical, and telephone rooms, janitor closets, elevators and serviceelevators along with lobby and stairs, vestibules, and all vertical floorpenetrations for mechanical/electrical/plumbing for the Building.

 

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##### **1.6 “Building Shell” shall mean the condition of the Building completedwith the following improvements: (a) outside walls (not includingdrywall), core walls, and elevator lobby areas completed to building standardcondition for public areas; (b) unfinished concrete floors throughout thePremises, broom clean; (c) building standard 110 volt 220 amp. powersupplied to the Building Core along with 277/480 volt fluorescent lightingpower supplied to the Building Core; (d) men’s and ladies’ restroom facilitieswith building standard finished located on each floor on which the Premises arelocated; (e) building standard voice communication speakers and smokedetectors in accordance with applicable building codes and provided only at thecore; and (f) mechanical, electrical, plumbing, life safety, heating, airconditioning and ventilation in Building Core area as required to connect toand service the Premises.**

##### ** **

1.7 “Commencement Date” shall mean the earlier of(i) the date that Tenant actually commences any business operations fromthe Premises, (ii) the date Tenant Improvements (as defined in Section 1.2of Exhibit “D” — The Canyons Center Work Letter) have been substantiallycompleted (as defined in Section 3.3 of the Lease), or(iii) February 1, 2007, except as the same may be delayed pursuant toSection 3.3 hereof. Notwithstanding the foregoing, Tenant is permittedentry to the Premises one (1) week prior to the Commencement Date for thepurpose of installing fixtures or any other purpose permitted by Landlord. Theearly entry will be at Tenant’s sole risk and subject to all the terms andprovisions of this Lease as though the Commencement Date had occurred, exceptfor the payment of Rent, which will commence on the Commencement Date. Tenant,its agents, or employees will not interfere with or delay Landlord’s completionof construction of the Tenant Improvements. All rights of Tenant under thissubsection 1.7 will be subject to the requirements of all applicable buildingcodes, zoning requirements, and federal, state, and local laws, rules, andregulations, so as not to interfere with Landlord’s compliance with all laws.

 

1.8 “Expense Stop” shall mean the amount (per squarefoot of Rentable Area of the Premises) Landlord herewith agrees to expend asits share of Operating Expense (which shall be a credit for Tenant to apply tooffset Operating Expenses charged to the Premises), not to exceed the totalamount of Operating Expenses for calendar year 2007 (the “Base Year”) (persquare foot of Rentable Area in the Building); provided, however, that ifoccupancy of the Building during the Base Year is less than ninety-five percent(95%), Operating Expenses for the Base Year shall be “grossed up” to thatamount of Operating Expenses that, using reasonable projections, would normallybe expected to be incurred if the Building were ninety-five percent (95%)occupied during the Base Year. With respect to Real Property Taxes included inOperating Expenses for the Base Year, such amount shall be determined under theassumption that the Building is fully assessed as a completed and occupiedunit.

 

1.9 “Index” shall mean the Consumer Price Index,Urban Wage Earners and Clerical Workers for Los Angeles, Anaheim and RiversideArea, all items (1982-1984=100), as published by the Bureau of Labor Statisticsof the United States Department of Labor. In the event that the Index isdiscontinued or is revised to substantially alter the calculations underSection 5.2, Landlord shall select such other government index which providessubstantially the same result as would have been obtained if the Index had notbeen so discontinued or revised.

 

1.10 “Laws” shall mean all applicable statutes,regulations, ordinances, requirements and orders promulgated by any federal,state, local or regional governmental authority now in force or in force afterthe Commencement Date.

 

1.11 “Lease Interest Rate” shall mean the lesser of(a) that fluctuating rate of interest equal to two percentage points (2%)over the rate of interest announced from time to time by the Bank of AmericaNational Trust and Savings Association as its prime or reference commerciallending rate (or in the event such bank ceases to announce such rate, then bysuch other federally regulated banking institution as Landlord shalldetermine), or (b) the maximum interest rate permitted by law.

 

1.12 “Lease Term” shall mean the term commencing onthe Commencement Date and continuing until sixty (60) months after thefirst day of the first full calendar month following the Commencement Date.

 

1.13 “Mortgagee” shall mean the mortgagee under amortgage or beneficiary under a deed of trust holding a lien encumbering theBuilding or any holder of a ground leasehold interest in the Building or anypart thereof.

 

1.14 “Operating Expenses” shall mean all costs of anykind paid or incurred by Landlord in owning, operating, cleaning, equipping,protecting, lighting, repairing, replacing, heating, air-conditioning andmaintaining the Building as a first class office project, and a proration ofOperating Expenses for all common areas within Canyons Center as provided inthe REA or as otherwise determined by Landlord, including by way ofillustration but not limitation, all of the following: (a) all amountscharged to the Building pursuant to the REA; (b) Real Property Taxes;(c) all costs, charges and surcharges for utilities, water, sewage,janitorial, waste disposal and refuse removal and all other utilities andservices provided to the Building; (d) insurance costs for which Landlordis responsible under this Lease or which Landlord or

 

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##### **any Mortgagee deems necessary or prudent; (e) any costs levied,assessed or imposed pursuant to any applicable Laws; (f) the cost(amortized over such period as Landlord reasonably determines together withinterest at the Lease Interest Rate on the unamortized balance) of any capitalimprovements to the Building or equipment replacements made by Landlord afterthe Commencement Date that are intended to reduce other Operating Expenses orare required by any Laws or are necessary in order to operate the Building atthe same quality level as prior to such replacement; (g) costs andexpenses of operation, repair and maintenance of all structural and mechanicalportions and components of the Building including, without limitation,plumbing, communication, heating, ventilating and air-conditioning (“HVAC”),elevator, and electrical and other common Building systems; (h) a pro rataportion of the costs of the rental payments for the management office that isservicing the Canyons Center; (i) all costs incurred in the management andoperation of the Building including, without limitation, gardening andlandscaping, maintenance of all parking areas, structures and garages,maintenance of signs, resurfacing and repaving, painting, lighting, cleaning,and provision of Building security; (j) all personal property taxes leviedon or attributable to personal property used in connection with the Building;(k) depreciation on personal property owned by Landlord which is consumedin the operation or maintenance of the Building; (l) rental or leasepayments paid by Landlord for rented or leased personal property used in theoperation or maintenance of the Building; (m) management fees, wages,salaries and other labor costs incurred in the management and operation of theBuilding; (n) fees for required licenses and permits; (o) reasonablelegal, accounting and other professional fees; (p) reasonable andappropriate reserves for repair and replacement; and (q) a reasonableallowance to Landlord for supervision of all of the foregoing not to exceedfive percent (5%) of the total of all other Operating Expenses. If the Buildingis not 95% occupied during any portion of the Lease Term, Landlord shall makean appropriate adjustment to Operating Expenses for such period employing soundaccounting and management principles, to determine the amount of OperatingExpenses that would have been incurred had the Building been 95% occupiedduring such period (collectively referred to as “Grossed-Up”). OperatingExpenses shall not include depreciation of the Building or equipment therein,commissions of real estate brokers and leasing agents, nor any amounts expendedfor tenant improvements. Increases in controllable Operating Expenses shall notexceed four percent (4%) annually. Controllable Operating Expenses shallinclude any Operating Expenses other than Real Property Taxes, insurance andutility charges.**

##### ** **

1.15“Premises” shall mean that space outlined on the floor plan attached to thisLease as Exhibit “B” and incorporated herein. The Premises are stipulated forall purposes to contain seven thousand thirty-seven (7,037) square feet ofRentable Area.

 

1.16“REA” shall mean that certain Canyons Center’s Conditions and Restrictionsrecorded with the Clark County Recorder on December 11, 1996 in Book961211 and Instrument No. 00521 as such document may be further amended orsupplemented from time to time; provided, however, that no such further amendmentor supplement shall in any event decrease Tenant’s rights, materially increaseTenant’s financial obligations, or increase Tenant’s non-financial obligationsunder this Lease.

 

1.17“Real Property Taxes” shall mean and include any form of tax, assessment,license fee, license tax, business license fee, commercial rental tax, levy,charge, penalty, tax or similar imposition, imposed by any authority having thedirect power to tax, including any city, county, state or federal government,or any school, lighting, drainage, transportation, air pollution, environmentalor other improvement or special assessment district thereof, as against anylegal or equitable interest of Landlord in the Building and/or the Premises,including, but not limited to, the following: (a) any tax on Landlord’s “right”to rent or “right” to other income from the Premises or as against Landlord’sbusiness of leasing the Premises; (b) any assessment, tax, fee, levy orcharge in substitution, partially or totally, of any assessment, tax, fee, levyor charge previously included within the definition of Real Property Taxes (itis the intention of Tenant and Landlord that all such new and increasedassessments, taxes, fees, levies and charges be included within the definitionof “Real Property Taxes” for the purposes of this Lease); (c) anyassessment, tax, fee, levy or charge allocable to or measured by the area ofthe Premises or the rent payable hereunder, including, without limitation, anygross income tax or excise tax levied by the state, county, city or federalgovernment, or any political subdivision thereof, with respect to the receiptof such rent, or upon or with respect to the possession, leasing, operating,management, maintenance, alteration, repair, use or occupancy of the Building,or any portion thereof; (d) any assessment, tax, fee, levy or charge uponthis transaction creating or transferring an interest or an estate in thePremises; (e) any assessment, tax, fee, levy or charge based upon thenumber of people employed, working at, or using the Premises or the Building,or utilizing public or private transportation to commute to the Premises or theBuilding; and (f) reasonable legal and other professional fees, costs anddisbursements incurred in connection with proceedings to contest, determine orreduce Real Property Taxes.

 

RealProperty Taxes shall not include federal or state income, franchise,inheritance or estate taxes of Landlord or any of the parties which compriseLandlord.

 

1.18“Rentable Area” of the Premises shall mean the total of the followingmeasurements to be determined by Landlord: (a) the entire area includedwithin the Premises, being the area bounded by the inside surface of anyexterior glass walls (or the inside surface of the permanent exterior wall wherethere

 

7

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isno glass) of the Building bounding the Premises, the exterior of all wallsseparating the Premises from any public corridors or other public areas, andthe centerline of all walls separating the Premises from other areas leased orto be leased to other tenants, (b) a pro rata portion based on the spaceoccupied on the floor or floors on which the Premises is located (the “Floor(s)”)of the areas covered by the elevator lobbies, corridors, restrooms, and bymechanical rooms, electrical rooms and telephone closets situated on theFloor(s) (such pro rata portion shall be the same percentage that the amount ofRentable Area in the Premises bears to the Rentable Area on the Floor(s) onwhich the Premises is located), other than those servicing the entire Building,and (c) a pro rata portion of the lobby area on the ground floor of theBuilding and of the area of the Building containing the electrical/emergencyequipment, fire pump equipment, electrical switching gear, telephone equipment,mail delivery room and other facilities serving the Building (such pro rataportion shall be the same percentage that the amount of Rentable Area of thePremises bears to the total Rentable Area in the entire Building). The Buildingis stipulated for all purposes to contain one hundred three thousand eighthundred forty-nine (103,849) square feet of Rentable Area.

 

1.19“Security Deposit” shall mean the sum of One Hundred Thousand and 00/100Dollars ($100,000.00), to be secured by a letter of credit (“Letter of Credit”),as further defined in Article 34.

 

1.20“Tenant’s Share” shall be a fraction of which the numerator is the RentableArea of the Premises as set forth in Section 1.15 and the denominator isthe Rentable Area in the Building as set forth in Section 1.18.

 

1.21“Usable Area” for the Premises shall mean the Rentable Area for the Premises,minus the following reductions as determined by Landlord: (a) the Premisespro rata portion of the lobby area on the ground floor and electrical/emergencyequipment, fire pump equipment, electrical switching gear, telephone equipment,mail delivery facilities, elevator penthouse, security rooms, trash rooms andother areas which service the entire Building as specified in the definition ofRentable Area, and (b) the Premises’ pro rata portion of the spaceoccupied on the Floor(s) of the Premises covered by the elevator lobbies,corridors, restrooms, mechanical rooms, electrical rooms and telephone closetssituated on such Floors as specified in the definition of Rentable Area.

 

1.22“Commencement Memorandum” shall mean a document similar to Exhibit “F” attachedhereto. The Commencement Memorandum, among other things, shall contain areference to the Rentable Area of the Premises and Usable Area of the Premises.Tenant agrees that the Rentable Area and Usable Area of the Premises stated inthe Commencement Memorandum shall be binding throughout the Lease Term.

 

1.23“Intellectual Property” shall mean that certain trademarks, service marks,trade names and logos, including without limitation “Summerlin”, “The Hills”, “ThePueblo”, “The Trails”, “The Crossings”, “The Canyons”, “The Arbors”, and “TheWillows” (collectively, “Intellectual Property”). Tenant expressly acknowledgesthat Landlord is the owner of the Intellectual Property and, therefore, Tenantshall not, without the express written permission of Landlord, utilize any ofthe Intellectual Property as part or all of its business names, trade names,product names, trademarks, service marks, or any other identifying devicesassociated with its business, products or services. Furthermore, Tenant shallnot challenge or attack the validity or enforceability of any of theIntellectual Property at any time during the term of the Lease and for a periodof two (2) years thereafter. Tenant shall indemnify and hold Landlordharmless for any and all loss, cost or damage suffered by Landlord as a resultof Tenant’s breach of this Section 1.23. This Section 1.23 shall survivethe expiration or termination of this Lease.

 

**ARTICLE 2LEASE GRANT**

 

Subjectto and upon the terms and conditions herein set forth, Landlord leases toTenant and Tenant leases from Landlord the Premises.

 

**ARTICLE 3LEASE TERM**

 

**3.1 Delivery of Possession.**

 

Landlordwill be deemed to have delivered possession of the Premises to Tenant on theCommencement Date, as it may be adjusted pursuant to Section 3.3 and theWork Letter. Landlord will construct or install in the Premises theImprovements (hereinafter defined) to be constructed or installed by Landlordaccording to the Work Letter. Tenant acknowledges that neither Landlord nor itsagents or employees have made any representations or warranties as to thesuitability or fitness of the Premises for the conduct of Tenant’s business orfor any other purpose, nor has Landlord or its agents or employees agreed toundertake any alterations or construct any tenant improvements to the Premisesexcept as expressly provided in this Lease and the Work Letter. If for anyreason Landlord cannot deliver

 

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##### **possession of the Premises to Tenant on or before the fixed datecomponent of the Commencement Date, this Lease will not be void or voidable,and Landlord will not be liable to Tenant for any resultant loss or damage.**

##### ** **

**3.2 Substantial Completion of Premises.**

 

If,by the fixed date specified in Section 1.7, the Premises have not beensubstantially completed pursuant to the Work Letter due to any cause other thanLandlord’s default, Landlord shall have no liability therefor, and the LeaseTerm (including without limitation, Tenant’s obligation to pay Rent) shallnonetheless commence as of said fixed date.

 

**3.3 Landlord Delays.**

 

Ifthe Premises are not substantially completed by the fixed date specified inSection 1.7 due to default on the part of Landlord (as determined inaccordance with Article 26 below), then as Tenant’s sole remedy for thedelay in Tenant’s occupancy of the Premises, the fixed date component of thedefinition of the Commencement Date shall be delayed for the period of delay insubstantial completion of the Premises resulting from Landlord’s default. ThePremises shall be deemed “substantially completed” when (i) Landlord hasprovided reasonable access to the Premises to Tenant, (ii) Landlord hascompleted the work covered by the Work Letter other than details ofconstruction which do not materially interfere with Tenant’s use of thePremises, and (iii) Landlord has obtained a permanent or temporary certificateof occupancy for the Premises (or its equivalent).

 

**ARTICLE 4USE OF PREMISES AND COMMON AREAS**

 

**4.1 Premises.**

 

ThePremises shall be used for general office purposes and for no other purposes.Tenant will use the Premises in a careful, safe, and proper manner. Tenantagrees not to use or permit the use of the Premises for any purpose which isillegal or prohibited by any applicable Laws, or which, in Landlord’s opinion,creates a nuisance or would increase the cost of insurance coverage withrespect to the Building. Tenant shall not use or occupy the Premises inviolation of such rules and regulations described in Article 15 below norin violation of the REA or any other recorded covenants, conditions orrestrictions affecting the Building. Tenant shall not place a load upon thePremises exceeding the average pounds live load per square foot of floor areaspecified for the Building by Landlord’s architect, with the partitions to beconsidered part of the live load. Landlord reserves the right to prescribe theweight and position of all safes, files and heavy equipment which Tenantdesires to place in the Premises so as to distribute properly the weightthereof.

 

**4.2 Common Areas of Building.**

 

Tenantshall have the nonexclusive right to use in common with other tenants in theBuilding, and subject to the rules of the Building referred to inArticle 15 below, the following areas (“Common Areas”) appurtenant to thePremises:

 

(i)The common entrances, lobbies, restrooms, elevators, stairways and accessways,loading docks, ramps, drives and platforms and any passageways and servicewaysthereto, and the common pipes, conduits, wires and appurtenant equipmentserving the Premises;

 

(ii)Parking areas (subject to the provisions of the Parking Agreement attachedhereto as Exhibit “C”), loading and unloading areas, trash areas, roadways,sidewalks, walkways, parkways, driveways and landscaped areas appurtenant tothe Building.

 

**4.3 Landlord’s Rights in Common Areas.**

 

Landlordreserves the right from time to time without unreasonable interference withTenant’s use:

 

(i)To install, use, maintain, repair and replace pipes, ducts, conduits, wires andappurtenant meters and equipment for service to other parts of the Buildingabove the ceiling surfaces, below the floor surfaces, within the walls and inthe central core areas, and to relocate any pipes, ducts, conduits, wires andappurtenant meters and equipment included in the Premises which are located inthe Premises or located elsewhere outside the Premises, and to expand theBuilding;

 

(ii)To make changes to the Common Areas, including, without limitation, changes inthe location, size, shape and number of driveways, entrances, loading andunloading areas,

 

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ingress,egress, direction of traffic, landscaped areas and walkways and, subject to theParking Agreement, parking spaces and parking areas;

 

(iii)To close temporarily any of the Common Areas for maintenance purposes so longas reasonable access to the Premises remains available;

 

(iv)To use the Common Areas while engaged in making additional improvements,repairs or alterations to the Building, or any portion thereof; and

 

(v)To do and perform such other acts and make such other changes in, to or withrespect to the Common Areas and Building as Landlord may, in the exercise ofsound business judgment, deem to be appropriate.

 

**ARTICLE 5BASE RENT AND ADDITIONAL RENT**

 

**5.1 Base Rent.**

 

Tenantagrees to pay to Landlord during the Lease Term, without any setoff ordeduction whatsoever the Base Rent, and all such other sums of money as shallbecome due hereunder as Additional Rent. Should Tenant fail to pay anyAdditional Rent in a timely manner, Landlord shall be entitled to exercise allsuch rights and remedies as are herein provided in the case of the nonpaymentof Base Rent. The annual Base Rent for each calendar year or portion thereofduring the Lease Term, together with estimated Additional Rent pursuant toArticle 6 hereof then in effect, shall be due and payable in advance, inlawful money of the United States of America which shall be legal tender at thetime of payment, in twelve (12) equal installments on the first day ofeach calendar month during the initial term of this Lease and any extensions orrenewals thereof, and Tenant hereby agrees to pay such Base Rent and AdditionalRent to Landlord at Landlord’s address provided herein (or such other addressas may be designated by Landlord in writing from time to time) monthly, inadvance, and without demand. If the Lease Term commences on a day other thanthe first day of a month or terminates on a day other than the last day of amonth, then the installments of Base Rent and Additional Rent for such month ormonths shall be prorated, based on the number of days in such month.

 

**5.2 Intentionally Omitted.**

 

**5.3 Additional Rent.**

 

Allcharges payable by Tenant hereunder other than Base Rent (including, withoutlimitation, Operating Expenses payable pursuant to Article 6 below) arecalled “Additional Rent.” Unless this Lease provides otherwise, all AdditionalRent shall be paid with the next monthly installment of Base Rent. Base Rentand Additional Rent are sometimes referred to collectively as “Rent.”

 

**5.4 Interest on Late Payments.**

 

Allinstallments of Rent not paid when due and payable shall bear interest at theLease Interest Rate from the date due until paid. In addition, if anyinstallment of Rent is not received by Landlord within five (5) days afternotice that said amount is past due from Landlord to Tenant, Tenant shall payto Landlord, as Additional Rent, five percent (5%) of the overdue amount as alate charge. Landlord’s acceptance of any late charge or interest shall notconstitute a waiver of Tenant’s default with respect to the overdue amount norprevent Landlord from exercising any of the other rights and remedies availableto Landlord under this Lease or any law now or hereafter in effect.

 

**ARTICLE 6BASE RENT ADJUSTMENT**

 

TheBase Rent payable hereunder shall be adjusted upward from time to time inaccordance with the following provisions:

 

(a)Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to theexcess (the “Excess”) from time to time of total annual Operating Expenses persquare foot of Rentable Area of the Premises, as Grossed-Up, over and above theExpense Stop. The Excess shall be obtained by multiplying (i) thedifference between the annual Operating Expense per square foot of RentableArea in the Premises and the Expense Stop, by (ii) the total Rentable Areaof the Premises as set forth in Section 1.15. Such amount shall be paid inadvance in monthly installments on the same dates as Base Rent is due andpayable hereunder based on Landlord’s notice delivered to Tenant from time totime setting forth Landlord’s good faith estimate of the Operating Expenses for

 

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thecurrent calendar year. Landlord shall have the right to adjust such amount nomore than once a year to reflect any changes in Landlord’s estimate ofOperating Expenses.

 

(b)By April 1 of each calendar year during the Lease Term, or as soon thereafteras practicable, Landlord shall furnish to Tenant a statement (“Actual Statement”)of Landlord’s annual Operating Expenses, as Grossed-Up, for the previouscalendar year. If for any calendar year the amounts collected from Tenant forthe prior year, as a result of Landlord’s estimate of Operating Expenses,exceeds the amount of the Excess actually due during such prior year, thenLandlord shall refund to Tenant any overpayment (or at Landlord’s option, applysuch amount against Rent due or to become due hereunder). Likewise, Tenantshall pay to Landlord, on demand, any underpayment with respect to the prioryear.

 

(c)In the event of any good faith dispute as to the amount of the Excess as setforth in the statement of actual Operating Expenses, Tenant shall have theright, no more frequently than once per calendar year, after reasonable noticeto Landlord and at reasonable times, to inspect and photocopy Landlord’sOperating Expenses records at Landlord’s offices. If, after such inspection andphotocopy, Tenant continues, in good faith, to dispute the amount of the Excessas set forth in said statement, Tenant shall be entitled not later than one(1) year following Tenant’s receipt of an Actual Statement to retain anational, independent, certified public accountant who is not contracted on acontingency fee basis and is mutually acceptable to Landlord and Tenant toaudit Landlord’s Operating Expenses records with respect to the calendar yearcovered by Actual Statement to determine the proper amount of the Excess.Landlord shall be entitled to review the results of such audit promptly aftercompletion of same. If such audit proves that Landlord has overcharged Tenant,then within fifteen (15) days after the results of the audit are madeavailable to Landlord, Landlord shall credit Tenant the amount of suchovercharge toward the payments of Base Rent and Additional Rent next coming dueunder this Lease. If the results of such audit prove that Landlord hasundercharged Tenant, then within fifteen (15) days after the results ofthe audit are made available to Tenant, Tenant shall pay to Landlord the amountof any such undercharge. Tenant agrees to pay the cost of such audit, providedthat Landlord shall reimburse Tenant the amount of such cost if the results ofsuch audit prove that Landlord’s determination of the Excess (as set forth inthe Actual Statement) was in error by more than six percent (6%). If Tenantdoes not request an audit in accordance with the provisions of this Section6(c) within one (1) year after Tenant’s receipt of an Actual Statement,such Actual Statement shall be conclusively binding upon Tenant. Landlord shallbe required to maintain records of all Operating Expenses for three(3) years following the issuance of the Operating Expense statement forsuch Operating Expenses. The payment by Tenant of any amounts pursuant to thisArticle shall not preclude Tenant from questioning the correctness of any suchstatement.

 

**ARTICLE 7SERVICES TO BE FURNISHED BY LANDLORD**

 

Landlordagrees to furnish Tenant the following services as an Operating Expense for theBuilding (except as specifically provided below):

 

(a)Hot and cold water at those points of supply provided for general use of othertenants in the Building, central heat and air conditioning in season, at suchtemperatures and in such amounts as are considered by Landlord to be standardor as required by governmental authority; provided, however, heating and airconditioning service at times other than “Normal Business Hours” for theBuilding (which are 8:00 a.m. to 6:00 p.m. on Mondays through Fridays and 8:00a.m. to 1:00 p.m. on Saturdays, exclusive of federally recognized holidays),shall be furnished upon receipt of a phone request by Tenant utilizing Landlord’scomputer which permits Tenant to make phone requests for such heating and airconditioning services. Tenant shall bear the entire cost of such additionalservice as such costs are determined by Landlord from time to time.

 

(b)Routine maintenance and electric lighting service for all Common Areas andservice areas of the Building in the manner and to the extent deemed byLandlord to be standard.

 

(c)Janitorial service, five (5) days a week, exclusive of federally recognizedholidays; provided, however, if Tenant’s floor covering or other improvementsrequire special treatment, Tenant shall pay the additional cleaning costattributable thereto as Additional Rent upon presentation of a statementtherefor by Landlord.

 

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(d)Subject to the provisions of Article 13, facilities to provide allelectrical current required by a typical office user, as determined byLandlord, in its use and occupancy of the Premises.

 

(e)All Building Standard fluorescent bulb replacement in the Premises andfluorescent and incandescent bulb replacement in the Common Areas of theBuilding.

 

(f)Security in the form of limited access to the Building during other than NormalBusiness Hours shall be provided in such form as Landlord deems appropriate.Landlord may charge a fee for card keys or other security devices. Landlord,however, shall have no liability to Tenant, its employees, agents, invitees orlicensees for losses due to theft or burglary, or for damages resulting fromthe actions of unauthorized persons on the Premises or in the Building andLandlord shall not be required to insure against any such losses. Tenant shallcooperate fully in Landlord’s efforts to maintain security in the Building andshall follow all regulations promulgated by Landlord which respect thereto.

 

Thefailure by Landlord to any extent to furnish, or the interruption ortermination of these defined services in whole or part, resulting from causesbeyond the reasonable control of Landlord shall not render Landlord liable inany respect nor be construed as an eviction of Tenant, nor work an abatement ofRent, nor relieve Tenant from the obligation to fulfill any covenant oragreement hereof. Should any of the equipment or machinery used in theprovision of such services for any cause cease to function properly, Tenantshall have no claim for offset or abatement or rent or damages on account of aninterruption in service resulting therefrom.

 

**ARTICLE 8IMPROVEMENTS TO BE MADE BY LANDLORD**

 

Exceptas otherwise provided in the Work Letter attached hereto as Exhibit “D,” allinstallations and improvements now or hereafter placed on the Premises shall befor Tenant’s account and at Tenant’s cost (and Tenant shall pay ad valorem taxesand the cost of any increased insurance premiums thereon or attributablethereto), which cost shall be payable by Tenant to Landlord upon demand asAdditional Rent.

 

**ARTICLE 9MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD**

 

Exceptas otherwise expressly provided herein, Landlord shall not be required toperform any maintenance or to make any repairs to the Premises.

 

**ARTICLE 10GRAPHICS**

 

Landlordshall provide and install, at Tenant’s cost, all letters or numerals on doorsin the Premises; all such letters and numerals shall be in the standardgraphics for the Building and no others shall be used or permitted on thePremises without Landlord’s prior written consent. Tenant shall have the rightto designate one (1) name on the directory board in the lobby of theBuilding. Landlord shall have the option to maintain, in place of the directoryboard in the lobby of the Building, a computerized directory with displayscreen which has the capacity to accommodate Tenant’s name designation.

 

**ARTICLE 11CARE OF THE PREMISES BY TENANT**

 

Tenantagrees not to commit or allow any waste to be committed on any portion of thePremises, and at the termination of this Lease agrees to deliver up thePremises to Landlord in as good condition as at the Commencement Date of thisLease, ordinary wear and tear excepted.

 

**ARTICLE 12REPAIRS AND ALTERATIONS BY TENANT**

 

Tenantcovenants and agrees that Tenant shall be responsible, at Tenant’s own cost andexpense, for costs incurred by Landlord to repair or replace any damage done tothe Building, or any part thereof, caused by Tenant or Tenant’s agents,employees, invitees, or visitors, to as good a condition as it was in prior tosuch damage. Tenant shall, when and if needed or whenever requested by Landlordto do so, at Tenant’s sole cost and expense, maintain and make all repairs tothe Premises and the improvements therein, to keep, maintain and preserve thePremises in first-class condition, excepting ordinary wear and tear. Any suchmaintenance and repairs shall be performed by a contractor approved byLandlord. If Tenant fails to make such repairs or replacements promptly,Landlord may, at its option, make repairs or replacements, and Tenant shall paythe cost thereof to Landlord on demand as Additional Rent. Tenant

 

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agreeswith Landlord not to make or allow to be made any alterations to the Premises,install any vending machines on the Premises, or place signs on the Premiseswhich are visible from outside the Premises, without first obtaining thewritten consent of Landlord in each such instance, which consent may be givenon such conditions as Landlord may elect. Tenant shall deliver to Landlord, forLandlord’s approval prior to the construction of any alterations, a complete setof plans and specifications for the proposed alterations, additions orimprovements, copies of contracts with general contractors, evidence ofcontractor’s insurance and bonds, and all necessary permits for suchconstruction. Landlord may require Tenant to provide demolition and/or lien andcompletion bonds in form and amount satisfactory to Landlord. All alterations,additions, and improvements will be accomplished in a good and workmanlikemanner, in conformity with all applicable laws, and by a contractor approved byLandlord. Landlord’s approval of the plans, specifications and working drawingsfor Tenant’s alterations shall create no responsibility or liability on thepart of Landlord for their completeness, design, sufficiency, or compliancewith all laws, rules and regulations of governmental agencies or authorities.Upon completion of any such work, Tenant shall provide Landlord with “as built”plans, copies of all construction contracts, and proof of payment for all laborand materials. Any and all alterations to the Premises shall become theproperty of Landlord upon termination of this Lease (except for movableequipment or furniture owned by Tenant). Landlord may, nonetheless, requireTenant to remove any and all fixtures, equipment and other improvementsinstalled on the Premises. In the event that Landlord so elects, and Tenantfails to remove such improvements, Landlord may remove such improvements atTenant’s cost, and Tenant shall pay Landlord on demand the cost of restoringthe Premises to the condition that existed immediately prior to theconstruction of such improvements.

 

**ARTICLE 13USE OF ELECTRICAL SERVICES BY TENANT**

 

Tenant’suse of electrical services furnished by Landlord shall be subject to thefollowing:

 

(a)Landlord agrees to furnish to the Premises five (5) watts of electriccurrent, connected load, per square foot of Usable Area during Normal BusinessHours within the Premises on an annualized basis for normal lighting, normalfractional horsepower office machines, and HVAC as required in Landlord’sjudgment for the use and occupation of the Premises.

 

(b)In the event that Tenant requires or uses more electric power than specified inSection 13(a) above, Landlord may, at Landlord’s option, require Tenant to paythe cost as reasonably determined by Landlord of such extraordinary usage asAdditional Rent. In addition, Landlord may install checkmeters in or for thePremises, at Tenant’s sole cost and expense, and Tenant shall thereafter payall charges of the utility company providing electric service and Landlordshall make an appropriate adjustment to Tenant’s obligation to pay aproportionate share of the Operating Expenses to account for the fact thatTenant is directly paying such metered charges.

 

**ARTICLE 14LAWS AND REGULATIONS**

 

**14.1 General.**

 

Atits sole cost and expense, Tenant will promptly comply with all Laws, statutes,ordinances, and governmental rules, regulations, or requirements now in forceor in force after the Commencement Date, with the requirements of any board offire underwriters or other similar body constituted now or after the date, withany direction or occupancy certificate issued pursuant to any law by any publicofficer or officers, as well as with the provisions of all recorded documentsaffecting the Premises, insofar as they relate to the condition, use, oroccupancy of the Premises.

 

**14.2 Hazardous Materials.**

 

(a)For purposes of this Lease, “Hazardous Materials” means any explosives,radioactive materials, hazardous wastes, or hazardous substances, includingwithout limitation substances defined as “hazardous substances” in theComprehensive Environmental Response, Compensation and Liability Act of 1980,as amended, 42 U.S.C. ## 9601-9657; the Hazardous Materials Transportation Actof 1975, 49 U.S.C. ## 1801-1812; the Resource Conservation and Recovery Act of1976, 42 U.S.C. ## 6901-6987; or any other federal, state, or local statute,law, ordinance, code, rule, regulation, order, or decree regulating, relatingto, or imposing liability or standards of conduct concerning hazardousmaterials, waste, or substances now or at any time hereafter in effect(collectively, “Hazardous Materials Laws”).

 

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(b)Tenant will not cause or permit the storage, use, generation, or disposition ofany Hazardous Materials in, on, or about the Premises or the project by Tenant,its agents, employees, or contractors. Tenant will not permit the Premises tobe used or operated in a manner that may cause the Premises or the project tobe contaminated by any Hazardous Materials in violation of any HazardousMaterials Laws. Tenant will immediately advise Landlord in writing of(1) any and all enforcement, cleanup, remedial, removal, or othergovernmental or regulatory actions instituted, completed, or threatenedpursuant to any Hazardous Materials Laws relating to any Hazardous Materialsaffecting the Premises; and (2) all claims made or threatened by any thirdparty against Tenant, Landlord, or the Premises relating to damage, contribution,cost recovery, compensation, loss, or injury resulting from any HazardousMaterials on or about the Premises. Without Landlord’s prior written consent,Tenant will not take any remedial action or enter into any agreements orsettlements in response to the presence of any Hazardous Materials in, on, orabout the Premises.

 

(c)Tenant will be solely responsible for and will defend, indemnify and holdLandlord, its agents, and employees harmless from and against all claims,costs, and liabilities, including attorneys’ fees and costs, arising out of orin connection with Tenant’s breach of its obligations in this Article 14.Tenant will be solely responsible for and will defend, indemnify, and holdLandlord, its agents, and employees harmless from and against any and allclaims, costs, and liabilities, including attorneys’ fees and costs, arisingout of or in connection with the removal, cleanup, and restoration work andmaterials necessary to return the Premises and any other property of whatevernature located in, on, or about the Building, to their condition existing priorto the introduction of Hazardous Materials by Tenant, its agents, employees orcontractors. Tenant’s obligations under this Article 14 will survive theexpiration or other termination of this Lease.

 

**14.3 Certain Insurance Risks.**

 

Tenantwill not do or permit to be done any act or thing upon the Premises or theBuilding which would (i) jeopardize or be in conflict with fire insurancepolicies covering the Building or covering any fixtures and property in theBuilding; (ii) increase the rate of fire insurance applicable to theBuilding to an amount higher than it otherwise would be for general office useof the Building; or (iii) subject Landlord to any liability or responsibilityfor injury to any person or persons or to property by reason of any business oroperation being carried on upon the Premises.

 

**ARTICLE 15BUILDING RULES**

 

Tenantwill comply with the rules of the Building which are attached hereto as Exhibit“E” and incorporated herein by this reference, as such rules are reasonablyadopted and altered by Landlord from time to time and will cause all of itsagents, employees, invitees and visitors to do so; all changes to such ruleswill be sent by Landlord to Tenant in writing.

 

**ARTICLE 16ENTRY BY LANDLORD**

 

Tenantagrees to permit Landlord or its agents or representatives to enter into andupon any part of the Premises at all reasonable hours (and in emergencies atall times) to inspect the same, or to show the Premises to prospectivepurchasers, Mortgagees, tenants or insurers, to clean or make repairs,alterations or additions thereto, and Tenant shall not be entitled to anyabatement or reduction of rent by reason thereof.

 

**ARTICLE 17ASSIGNMENT AND SUBLETTING**

 

17.1Tenant shall not assign, sublease, transfer or encumber this Lease or anyinterest therein. Any attempted assignment or sublease by Tenant in violationof the terms and covenants of this Article 17 shall be void.

 

17.2If Tenant requests Landlord’s consent to an assignment of this Lease orsubletting of all or part of the Premises, Landlord shall have the option(without limiting Landlord’s other rights hereunder) of terminating this Leaseupon thirty (30) days notice. Landlord may then, at Landlord’s option,lease space to the prospective assignee or subtenant. If Landlord should failto notify Tenant in writing of its decision within a thirty (30) dayperiod after Landlord is notified in writing of the proposed assignment orsublease, Landlord shall be deemed to have refused to consent to such proposedassignment or sublease, and to have elected to keep this Lease in full forceand effect.

 

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17.3All cash or other proceeds of any assignment, sale or sublease of Tenant’sinterest in this Lease, whether consented to by Landlord or not, shall be paidto Landlord notwithstanding the fact that such proceeds exceed the Rent calledfor hereunder, unless Landlord agrees to the contrary in writing, and Tenanthereby assigns all rights it might have or ever acquire in any such proceeds toLandlord. This covenant and assignment shall run with the land and shall bindTenant and Tenant’s heirs, executors, administrators, personal representatives,successors and assigns. Any assignee, sublessee or purchaser of Tenant’sinterest in this Lease (all such assignees, sublessees and purchasers beinghereinafter referred to as “Successors”), by assuming Tenant’s obligationshereunder, shall assume liability to Landlord for all amounts paid to personsother than Landlord by such Successor in consideration of any such sale,assignment or subletting, in violation of the provisions hereof.

 

17.4No assignment, sublease or other transfer consented to by Landlord, shallrelease Tenant or change Tenant’s primary liability to pay the rent and toperform all other obligations of Tenant under this Lease. Upon the occurrenceof any default under this Lease, Landlord may proceed directly against Tenantwithout the necessity of exhausting any remedies against any subtenant orassignee. Upon termination of this Lease, any permitted subtenant shall, atLandlord’s option, attorn to Landlord and shall pay all Rent directly toLandlord. Landlord’s acceptance of Rent from any other person shall notconstitute a waiver of any provision of this Article 17. Consent to onetransfer shall not constitute a consent to any subsequent transfer. Landlordmay consent to subsequent assignments or modifications of this Lease by Tenant’stransferee, without notifying Tenant or obtaining its consent. Such actionshall not relieve Tenant of its liability under this Lease.

 

17.5No merger shall result from Tenant’s sublease of the Premises under thisArticle 17, Tenant’s surrender of this Lease or the termination of thisLease in any other manner. In any such event, Landlord may terminate any or allsubtenancies or succeed to the interest of Tenant as sublandlord thereunder.

 

**ARTICLE 18LIENS**

 

Tenantwill not permit any mechanic’s lien(s) or other liens to be placed upon thePremises or the Building and nothing in this Lease shall be deemed or construedin any way as constituting the consent or request of Landlord, express orimplied, by inference or otherwise, to any person for the performance of anylabor or the furnishing of any materials to the Premises, or any part thereof,nor as giving Tenant any right, power, or authority to contract for or permitthe rendering of any services or the furnishing of any materials that wouldgive rise to any mechanics’ or other liens against the Premises. In the eventany such lien is attached to the Premises, then, in addition to any other rightor remedy of Landlord, Landlord may, but shall not be obligated to, dischargethe same. Any amount paid by Landlord for any of the aforesaid purposes shallbe paid by Tenant to Landlord on demand as Additional Rent.

 

**ARTICLE 19INSURANCE**

 

**19.1 Property Insurance.**

 

Landlordshall maintain property coverage insurance on the Building Shell andappurtenant structures in the Common Areas in such amounts as Landlord and anyMortgagees may deem necessary or appropriate. Such insurance shall bemaintained at the expense of Landlord (as a part of Operating Expenses), andpayments for losses thereunder shall be made solely to Landlord or theMortgagees as their respective interests shall appear. Tenant shall obtain andkeep in force at all times during the Lease Term, a policy or policies ofinsurance covering loss or damage to all of the improvements, betterments,income and business contents located within the Premises other than theBuilding Shell (including all improvements constructed pursuant to Exhibit “D”)in the amount of the full replacement value thereof as ascertained by theTenant’s insurance carrier, as the same may exist from time to time, againstall perils normally covered in an “all risk” policy (including the perils offlood and surface waters), as such term is used in the insurance industry;provided, however, that Tenant shall have no obligation to insure againstearthquake.

 

**19.2 Liability Insurance.**

 

Tenantshall, at Tenant’s expense, maintain a policy of Commercial General Liabilityinsurance insuring Landlord and Tenant against liability arising out of theownership, use, occupancy or maintenance of the Premises. Such insurance shallbe on an occurrence basis providing single-limit coverage in an amount not lessthan Two Million Dollars ($2,000,000) per occurrence. The initial amount ofsuch insurance shall be subject to periodic increase upon reasonable demand byLandlord based upon inflation, increased liability awards, recommendation ofprofessional insurance advisers, and other relevant factors. However, thelimits of such insurance shall not limit Tenant’s liability nor relieve

 

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Tenantof any obligation hereunder. Landlord shall be named as an additional insuredon said policies and the policies shall contain the following provision: “Suchinsurance as afforded by this policy for the benefit of Landlord shall be primaryas respects any claims, losses or liabilities arising out of the use ofPremises by the Tenant or by Tenant’s operation and any insurance carried byLandlord shall be excess and non-contributing.” The policy shall insure Tenant’sperformance of the indemnity provisions of Articles 14 and 20.

 

**19.3 Requirements for Insurance Policies.**

 

Insurancerequired to be maintained by Tenant hereunder shall be in companies holding a “GeneralPolicyholders’ Rating” of A or better and a “financial rating” of 10 or better,as set forth in the most current issue of “Best’s Insurance Guide.” Tenantshall promptly deliver to Landlord, within thirty (30) days of theCommencement Date, original certificates evidencing the existence and amountsof such insurance. No such policy shall be cancelable or subject to reductionof coverage except after sixty (60) days prior written notice to Landlord.Tenant shall, within thirty (30) days prior to the expiration,cancellation or reduction of such policies, furnish Landlord with renewals or “binders”thereof. Tenant shall not do or permit to be done anything which shallinvalidate the insurance policies required under this Lease.

 

**19.4 Waiver of Subrogation Rights.**

 

Tenantand Landlord shall obtain from the issuer of the insurance policies referred toin Section 19.1 a waiver of subrogation provision in said policies andTenant and Landlord hereby release, relieve and waive any and all rights ofrecovery against Landlord or Tenant, or against the employees, officers, agentsand representatives of Landlord or Tenant, for loss or damage arising out of orincident to the perils insured against under Section 19.1 which perilsoccur in, on or about the Premises or the Building, whether due to thenegligence of Landlord or Tenant or their agents, employees, contractors orinvitees. The extent of the waiver described in the immediately precedingsentence is limited to the extent of insurance carried by Landlord and Tenantpursuant to Section 19.1 of this Lease.

 

**ARTICLE 20INDEMNITY**

 

Tenantshall indemnify and hold harmless Landlord and all agents, servants andemployees of Landlord from and against all claims, losses, damages,liabilities, expenses (including reasonable attorneys’ fees), penalties andcharges arising from or in connection with (i) Tenant’s use of the Premisesduring the Lease Term, or (ii) the conduct of Tenant’s business, or(iii) any activity, work or things done, permitted or suffered by Tenantin or about the Premises during the Lease Term. Tenant shall further indemnifyand hold harmless Landlord from and against any and all claims, loss, damage,liability, expense (including reasonable attorneys’ fees), penalty or chargearising from any default in the performance of any obligation on Tenant’s partto be performed under the terms of this Lease, or arising from any negligenceof Tenant, or any of Tenant’s agents, contractors, or employees, and from andagainst all costs, attorneys’ fees, expenses and liabilities incurred in thedefense of any such claim or any action or proceeding brought thereon. If anyaction or proceeding be brought against Landlord by reason of any such claim,Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense bylegal counsel reasonably satisfactory to Landlord. Tenant, as a material partof its consideration to Landlord, hereby assumes all risk of damage to propertyor injury to persons in or upon the Premises arising from any cause and Tenanthereby waives all claims in respect thereof against Landlord. Notwithstandingthe foregoing, Tenant shall not be required to defend, save harmless orindemnify Landlord from any liability for injury, loss, accident or damage toany person or property resulting from Landlord’s negligence or willful acts oromissions, or those of Landlord’s officers, agents, contractors or employees.Tenant’s indemnity is not intended to nor shall it relieve any insurancecarrier of its obligations under policies required to be carried by Tenantpursuant to the provisions of this Lease to the extent that such policies coverthe results of negligent acts or omissions of Landlord, its officers, agents,contractors or employees, or the failure of Landlord to perform any of itsobligations under this Lease.

 

**ARTICLE 21PROPERTY DAMAGE**

 

Ifthe Premises or any part thereof shall be damaged by fire or other peril,Tenant shall give prompt written notice thereof to Landlord. In case theBuilding shall be so damaged that substantial alteration or reconstruction ofthe Building shall, in Landlord’s sole opinion, be required (whether or not thePremises shall have been damaged by such peril) or in the event any Mortgageeshall require that the insurance proceeds payable as a result of a peril beapplied to the payment of the mortgage debt or in the event of any materialuninsured loss to the Building, Landlord may, at its option, terminate thisLease by notifying Tenant in writing of such termination within ninety(90) days after the date of such casualty. If Landlord does not thus electto terminate this Lease, Landlord shall, as Landlord’s sole obligation,commence and proceed with reasonable diligence to restore the Building Shell tosubstantially the same

 

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conditionin which it was immediately prior to the occurrence of the peril. When theBuilding Shell has been restored by Landlord, Tenant shall complete therestoration of the Premises, including the reconstruction of all improvementsin order to complete the Premises and restore the Premises to the samecondition and build-out as prior to the casualty, including all improvementsconstructed pursuant to Exhibit “D.” Any plans and specifications for suchrestoration and reconstruction and the contractor retained by Tenant for suchrestoration and reconstruction shall be subject to the approval of Landlord.All insurance proceeds payable pursuant to policies maintained by Tenantpursuant to Section 19.1 shall be applied by Tenant to suchreconstruction. Landlord shall not be liable for any inconvenience or annoyanceto Tenant or injury to the business of Tenant resulting in any way from suchdamage or the repair thereof, except that, subject to the provisions of thenext sentence, Landlord shall allow Tenant a fair diminution of rent to theextent the Premises are unfit for occupancy during the period commencing as ofthe date of the casualty and continuing for the period of time, as determinedby Landlord, required for Tenant and Landlord to complete the repairs describedin this Article 21. If the Premises or any other portion of the Building isdamaged by fire or other peril resulting from the fault or negligence of Tenantor any of Tenant’s agents, employees, or invitees, the rent hereunder shall notbe diminished during the repair of such damage and Tenant shall be liable toLandlord for the cost of the repair and restoration of the Building causedthereby to the extent such cost and expense are not covered by insuranceproceeds.

 

**ARTICLE 22CONDEMNATION**

 

Ifthe whole or substantially the whole of the Building or the Premises shall betaken for any public or quasi-public use, by right of eminent domain orotherwise or shall be sold in lieu of condemnation, then this Lease shallterminate as of the date when physical possession of the Building or thePremises is taken by the condemning authority. If less than the whole orsubstantially the whole of the Building or the Premises is thus taken or sold,Landlord (whether or not the Premises are affected thereby) may terminate thisLease by giving written notice thereof to Tenant, in which event this Lease shallterminate as of the date when physical possession of such portion of theBuilding or Premises is taken by the condemning authority. If the Lease is notso terminated upon any such taking or sale, the Base Rent payable hereundershall be diminished by an equitable amount, and Landlord shall, to the extentLandlord deems feasible, restore the Building and the Premises to substantiallytheir former condition, but such work shall not exceed the scope of the workdone by Landlord in originally constructing the Building and installingBuilding Standard Improvements in the Premises, nor shall Landlord in any eventbe required to spend for such work an amount in excess of the amount receivedby Landlord as compensation for such taking. All amounts awarded upon a takingof any part or all of the Building or the Premises shall belong to Landlord,and Tenant shall not be entitled to and expressly waives all claims to any suchcompensation.

 

**ARTICLE 23DAMAGES FROM CERTAIN CAUSES**

 

Landlordshall not be liable to Tenant for any loss or damage to any property or personoccasioned by theft, fire, act of God, public enemy, injunction, riot, strike,insurrection, war, court order, requisition, or order of governmental body orauthority or by any other cause beyond the control of Landlord. In addition,Landlord shall not be liable for any damage or inconvenience which may arisethrough repair or alteration of any part of the Building or Premises.

 

**ARTICLE 24EVENTS OF DEFAULT**

 

Thefollowing events shall be deemed to be events of default (“Events of Default”)by Tenant under this Lease:

 

(a)If Tenant abandons the Premises or if Tenant vacates the Premises for thirty(30) consecutive days;

 

(b)If Tenant fails to pay Rent or any other charge required to be paid by Tenant,as and when due;

 

(c)If Tenant fails to perform any of Tenant’s non-monetary obligations under thisLease for a period of ten (10) days after written notice from Landlord;provided that if more than ten (10) days are required to complete suchperformance, Tenant shall not be in default if Tenant commences suchperformance within such ten (10) day period and thereafter diligentlypursues its completion;

 

(d)If (i) Tenant makes a general assignment or general arrangement for thebenefit of creditors; (ii) a petition for adjudication of bankruptcy orfor reorganization or rearrangement is filed by or against Tenant and is notdismissed within thirty (30) days;

 

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(iii) atrustee or receiver is appointed to take possession of substantially all ofTenant’s assets located at the Premises or of Tenant’s interest in this Leaseand possession is not restored to Tenant within thirty (30) days; or(iv) substantially all of Tenant’s assets located at the Premises or ofTenant’s interest in this Lease is subjected to attachment, execution or otherjudicial seizure which is not discharged within thirty (30) days. If acourt of competent jurisdiction determines that any of the acts described inthis subsection (d) is not a default under this Lease, and a trustee isappointed to take possession (or if Tenant remains a debtor in possession) andsuch trustee or Tenant transfers Tenant’s interest hereunder, then Landlordshall receive, as Additional Rent, the difference between the rent (or anyother consideration) paid in connection with such assignment or sublease andthe rent payable by Tenant hereunder; or

 

(e)If any representation or warranty made by Tenant or by a subtenant or assigneein connection with this Lease shall have been false or misleading as of thedate such representation or warranty was made.

 

**ARTICLE 25LANDLORD’S REMEDIES**

 

Uponthe occurrence of any Event of Default by Tenant, Landlord may, at any timethereafter, with or without notice or demand and without limiting Landlord inthe exercise of any right or remedy which Landlord may have:

 

(a)Terminate Tenant’s right to possession of the Premises by any lawful means, inwhich case this Lease shall terminate and Tenant shall immediately surrenderpossession of the Premises to Landlord. In such event, Landlord shall beentitled to recover from Tenant all damages incurred by Landlord by reason ofTenant’s default, including without limitation (i) the worth at the timeof the award of the unpaid Base Rent, Additional Rent and other charges whichhad been earned at the time of the termination; (ii) the worth at the timeof the award of the amount by which the unpaid Base Rent, Additional Rent andother charges which would have been earned after termination until the time ofthe award exceeds the amount of such rental loss that Tenant proves could havebeen reasonably avoided; (iii) the worth at the time of the award of theamount by which the unpaid Base Rent, Additional Rent and other charges whichwould have been paid for the balance of the Lease term after the time of awardexceeds the amount of such rental loss that Tenant proves could have beenreasonably avoided; and (iv) any other amount necessary to compensateLandlord for all the detriment proximately caused by Tenant’s failure toperform its obligations under the Lease or which in the ordinary course ofthings would be likely to result therefrom, including, but not limited to, anycosts or expenses incurred by Landlord in maintaining or preserving thePremises after such default, the cost of recovering possession of the Premises,expenses of reletting, including necessary renovation or alteration of thePremises, Landlord’s reasonable attorneys’ fees incurred in connectiontherewith, and any real estate commission paid or payable. As used in subparts(i) and (ii) above, the “worth at the time of the award” is computedby allowing interest on unpaid amounts at the rate of eighteen percent (18%)per annum, or such lesser amount as may then be the maximum lawful rate,accruing the date such payments are due until paid. As used in subpart(iii) above, the “worth at the time of the award” is computed bydiscounting such amount at the discount rate of the Federal Reserve Bank of SanFrancisco at the time of the award, plus one percent (1%);

 

(b)Maintain Tenant’s right to possession, in which case this Lease shall continuein effect whether or not Tenant shall have abandoned the Premises. In suchevent, Landlord shall be entitled to enforce all of Landlord’s rights and remediesunder this Lease, including the right to recover Rent as it becomes duehereunder. Landlord’s election to maintain Tenant’s right to possession shallnot prejudice Landlord’s right, at any time thereafter to terminate Tenant’sright to possession and proceed in accordance with Section 25(a) above; or

 

(c)Pursue any other remedy now or hereafter available to Landlord under Laws orjudicial decisions of the State of Nevada.

 

Landlord’sexercise of any right or remedy shall not prevent it from exercising any otherright or remedy.

 

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**ARTICLE 26LANDLORD’S DEFAULT**

 

Landlordshall be in default hereunder in the event Landlord has not begun and pursuedwith reasonable diligence the cure of any failure of Landlord to meet itsobligations hereunder within thirty (30) days of receipt by Landlord ofwritten notice from Tenant of the alleged failure to perform. In no event shallTenant have the right to terminate or rescind this Lease as a result of Landlord’sdefault as to any covenant or agreement contained in this Lease or as a resultof the breach of any promise or inducement hereof, whether in the Lease orelsewhere. Tenant hereby waives such remedies of termination and recession andhereby agrees that Tenant’s remedies for default hereunder and for breach ofany promise or inducement shall be limited to a suit for damages and/orinjunction. In addition, Tenant hereby covenants that, prior to the exercise ofany such remedies, it will give any Mortgagee notice and a reasonable time tocure any default by Landlord.

 

**ARTICLE 27PEACEFUL ENJOYMENT**

 

Tenantshall, and may peacefully have, hold, and enjoy the Premises, subject to theother terms hereof, provided that Tenant pays the Rent and other sums hereinrecited to be paid by Tenant and performs all of Tenant’s covenants andagreements herein contained. This covenant and any and all other covenants ofLandlord shall be binding upon Landlord and its successors only with respect tobreaches occurring during its or their respective periods of ownership ofLandlord’s interest hereunder. Landlord shall be entitled to cause Tenant torelocate from the Premises to other space (a “Relocation Space”) within theBuilding at any time after reasonable written notice of Landlord’s election(not in excess of ninety (90) days) is given to Tenant. Any suchrelocation shall be entirely at the expense of Landlord or the third partytenant replacing Tenant in the Premises. Such a relocation shall not terminateor otherwise affect or modify this Lease except that from and after the date ofsuch relocation, “Premises” shall refer to the Relocation Space into whichTenant has been moved, rather than the original Premises as herein defined.

 

**ARTICLE 28HOLDING OVER**

 

Inthe event of holding over by Tenant after the expiration or other terminationof this Lease or in the event Tenant continues to occupy the Premises after thetermination of Tenant’s right of possession pursuant to Article 25 above,Tenant shall, throughout the entire holdover period, pay rent equal to twicethe Base Rent and Additional Rent which would have been applicable had the termof this Lease continued through the period of such holding over by Tenant. IfTenant remains in possession of all or any part of the Premises after theexpiration of the Lease Term, with the express written consent of Landlord:(a) such tenancy will be deemed to be a periodic tenancy frommonth-to-month only; (b) such tenancy will not constitute a renewal orextension of this Lease for any further term; and (c) such tenancy may beterminated by Landlord upon the earlier of thirty (30) days prior writtennotice or the earliest date permitted by law. Such month-to-month tenancy willbe subject to every other term, condition, and covenant contained in this Leaseincluding the Base Rent and Additional Rent provisions. Nothing contained inthis Article 28 shall be construed as consent by Landlord to any holdingover of the Premises by Tenant, and Landlord expressly reserves the right torequire Tenant to surrender possession of the Premises to Landlord upon theexpiration or earlier termination of this Lease. If Tenant fails to surrenderthe Premises upon the expiration or earlier termination of this Lease despitedemand to do so by Landlord, Tenant shall indemnify and hold Landlord harmlessfrom all loss or liability, including, without limitation, any claim made byany succeeding tenant founded on or resulting from such failure to surrender.

 

**ARTICLE 29SUBORDINATION TO MORTGAGE**

 

Tenantaccepts this Lease subject and subordinate to any mortgage, deed of trust orother lien presently existing or hereafter arising upon the Premises, upon theBuilding as a whole, and to any renewals, refinancing and extensions thereof,but Tenant agrees that any such Mortgagee shall have the right at any time tosubordinate such mortgage, deed of trust or other lien to this Lease on suchterms and subject to such conditions as such Mortgagee may deem appropriate inits discretion. Landlord is hereby irrevocably vested with full power andauthority to subordinate this Lease to any mortgage, deed of trust or otherlien now existing or hereafter placed upon the Premises, or the Building as awhole, and Tenant agrees upon demand to execute such further instrumentssubordinating this Lease or attorning to the holder of any such liens asLandlord may request. In the event that any mortgage or deed of trust isforeclosed or conveyance in lieu of foreclosure is made for any reason, Tenantshall, if requested by the Mortgagee, attorn to and become the Tenant of thesuccessor-in-interest to Landlord and in such event Tenant hereby waives itsright under any current or future law which gives or purports to give Tenantany right to terminate or otherwise adversely affect this Lease and theobligations of Tenant hereunder. If in connection with obtaining construction,interim or permanent financing for the Building, the lender shall requestmodifications to this Lease as a condition to such financing, Tenant will notwithhold or delay its consent thereto, provided that such modifications do notincrease the obligations of Tenant hereunder and

 

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##### **do not otherwise materially adversely affect Tenant’srights hereunder. In the event that Tenant should fail to execute anyinstrument described in this Article 29 promptly as requested, Tenanthereby irrevocably constitutes Landlord as its attorney-in-fact to execute suchinstrument in Tenant’s name, place and stead, it being agreed that such power isone coupled with an interest. Tenant agrees that it will from time to timewithin ten (10) business days following a request by Landlord execute anddeliver to such persons as Landlord shall request a statement in recordableform certifying that this Lease is unmodified and in full force and effect (orif there have been modifications, that the same is in full force and effect asso modified), stating the dates to which rent and other charges payable underthe Lease have been paid, stating that Landlord is not in default hereunder (orif Tenant alleges a default stating the nature of such alleged default) andfurther stating such other matters as Landlord shall reasonably require. Tenantacknowledges that any such statement may be relied upon by any Mortgagee,prospective Mortgagee, purchaser or prospective purchaser of the Building orany interest therein.**

##### ** **

**ARTICLE 30LANDLORD’S LIEN**

 

Tenanthereby grants to Landlord a lien and security interest on all property ofTenant now or hereafter placed in or upon the Premises, and such property shallbe and remain subject to such lien and security interest of Landlord forpayment of all rent and other sums agreed to be paid by Tenant herein. Theprovisions of this paragraph relating to such lien and security interest shallconstitute a security agreement under and subject to the Nevada UniformCommercial Code so that Landlord shall have and may enforce a security intereston all property of Tenant now or hereafter placed in or on the Premises, inaddition to and cumulative of the Landlord’s liens and rights provided by lawor by the other terms and provisions of this Lease. Tenant agrees to execute asdebtor such financing statement or statements as Landlord now or hereafter mayrequest. Landlord may at its election at any time file a copy of this Lease asa financing statement. Notwithstanding the above, Landlord shall neither sellnor withhold from Tenant, Tenant’s business records.

 

**ARTICLE 31ATTORNEYS’ FEES**

 

Ifeither party commences litigation or arbitration against the other for thespecific performance of any provision of this Lease, for damages for the breachhereof or otherwise for enforcement of any remedy hereunder, the prevailingparty shall be entitled to recover from the other party such costs and reasonableattorney fees as may have been incurred.

 

**ARTICLE 32NO IMPLIED WAIVER**

 

Thefailure of Landlord to insist at any time upon the strict performance of anycovenant or agreement herein, or to exercise any option, right, power or remedycontained in this Lease, shall not be construed as a waiver or a relinquishmentthereof for the future. No payment by Tenant or receipt by Landlord of a lesseramount than the monthly installment of Rent due under this Lease shall bedeemed to be other than on account of the earliest Rent due hereunder, norshall any endorsement or statement on any check or any letter accompanying anycheck or payment as Rent be deemed an accord and satisfaction, and Landlord mayaccept such check or payment without prejudice to Landlord’s right to recoverthe balance of such rent or pursue any other remedy in this Lease provided.

 

**ARTICLE 33PERSONAL LIABILITY**

 

Theliability of Landlord to Tenant for any default by Landlord under the terms ofthis Lease shall be limited to the lesser of (i) the interest of Landlordin the Building, or (ii) the interest Landlord would have in said Building ifthe same were encumbered by third party debt in an amount equal to eightypercent (80%) of the value of said Building (as such value is determined by Landlord)and Tenant agrees to look solely to such amount for recovery of any judgmentfrom Landlord, it being intended that Landlord shall not be personally liablefor any judgment or deficiency.

 

**ARTICLE 34SECURITY DEPOSIT/LETTER OF CREDIT**

 

Asa condition of this Lease, in lieu of a third-party guaranty, Tenant shall,with delivery of the Lease executed by Tenant, deliver to Landlord anunconditional and irrevocable letter of credit, in a form approved by Landlord,from a commercial banking institution which is a member of FDIC with assets ofmore than $250,000,000.00, approved by Landlord, in the amount of $100,000.00 (“Letterof Credit”) to be held by Landlord as security for the performance by Tenant ofall the covenants and obligations of Tenant set forth in this Lease. Tenantshall submit its proposed form of Letter of Credit

 

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priorto execution of the Lease for Landlord’s review and approval. Tenantacknowledges and agrees that it shall keep the Letter of Credit in full forceand effect throughout the Term of this Lease (and any extension or renewalthereof) and for thirty (30) days following the end thereof. In the eventthe term of the Letter of Credit must be renewed annually, then not less thanthirty (30) days prior to any expiration date of the Letter of Credit (“RenewalDeadline”), Tenant shall provide Landlord with a replacement Letter of Creditor extension amendment.

 

SaidLetter of Credit shall contain terms whereby it can be drawn on by Landlord atsight on any date during its term on which issuer shall receive from Landlord acertification signed by Landlord stating that an Event of Default has occurredby Tenant under this Lease or that Tenant has failed to provide a replacementLetter of Credit, as required under the Lease. Tenant acknowledges that theLandlord is the beneficiary of the Letter of Credit and the proceeds thereofare not the property of the Tenant. Landlord shall have the right, but not theobligation, to apply the proceeds against any or all amounts then due and owingby Tenant hereunder and/or against sums expended by Landlord, includingattorneys fees. Such actions by Landlord do not negate Tenant’s obligations topay Rental thereafter. Any balance left of the sum received from drawing on theLetter of Credit, after the curing of defaults and/or the payment of amountsdue by Tenant, shall be held by Landlord, as beneficiary, until the earlier ofthe replacement of the Letter of Credit, as required below, or thirty (30) daysfollowing the end of the Term of this Lease (and any extension or renewalthereof).

 

Theoriginal Letter of Credit or any portion of the proceeds which are not utilizedby Landlord for any purpose permitted under this Lease shall be returned to theissuing banking institution within thirty (30) days after the end of theTerm provided Tenant has performed all of the remaining obligations imposedupon Tenant pursuant to this Lease.

 

Inthe event Landlord shall draw on any Letter of Credit provided by Tenant, Tenantshall replace same no later than thirty (30) days after the date of suchdrawing and, if same is not replaced, such failure shall constitute anadditional Event of Default under the terms of this Lease and Landlord shallhave the benefit of all remedies permitted pursuant to the terms of this Leaseand the laws of the State where the Premises are located.

 

**ARTICLE 35NOTICE**

 

Anynotice in this Lease provided for must, unless otherwise expressly providedherein, be in writing, and may, unless otherwise in this Lease expresslyprovided, be given or be served by depositing the same in the United Statesmail, postage paid and certified and addressed to the party to be notified,with return receipt requested, or by delivering the same in person to an officerof such party, or by prepaid telegram, when appropriate, addressed to the partyto be notified at the address stated in this Lease or such other address,notice of which has been given to the other party. Notice deposited in the mailin the manner hereinabove described shall be effective from and after theexpiration of three (3) calendar days after it is so deposited.

 

**ARTICLE 36SEVERABILITY**

 

Ifany term or provision of this Lease, or the application thereof to any personor circumstance shall, to any extent, be invalid or unenforceable, theremainder of this Lease, or the application of such term or provision topersons or circumstances other than those as to which it is held invalid orunenforceable, shall not be affected thereby, and each term and provision ofthis Lease shall be valid and enforced to the fullest extent permitted by lawnotwithstanding the invalidity of any other term or provision hereof.

 

**ARTICLE 37RECORDATION**

 

Tenantagrees not to record this Lease or any memorandum hereof.

 

**ARTICLE 38GOVERNING LAW**

 

ThisLease and the rights and obligations of the parties hereto shall beinterpreted, construed, and enforced in accordance with the laws of the Stateof Nevada.

 

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**ARTICLE 39FORCE MAJEURE**

 

Whenevera period of time is herein prescribed for the taking of any action by Landlord,Landlord shall not be liable or responsible for, and there shall be excludedfrom the computation of such period of time, any delays due to strikes, riots,acts of God, shortages of labor or materials, war, governmental laws,regulations or restrictions, or any other cause whatsoever beyond the controlof Landlord.

 

**ARTICLE 40TIME OF PERFORMANCE**

 

Exceptas expressly otherwise herein provided, with respect to all required acts ofTenant, time is of the essence of this Lease.

 

**ARTICLE 41TRANSFERS BY LANDLORD**

 

Landlordshall have the right to transfer and assign, in whole or in part, all itsrights and obligations hereunder and in the Building and property referred toherein, and in such event and upon such transfer Landlord shall be releasedfrom any further obligations hereunder, and Tenant agrees to look solely tosuch successor in interest of Landlord for the performance of such obligations.

 

**ARTICLE 42COMMISSIONS**

 

Exceptfor a commission to be paid by Landlord to CB Richard Ellis (“Broker”) inaccordance with a separate commission agreement to be entered into by Landlordand Broker, Landlord and Tenant hereby indemnify and hold each other harmlessagainst any loss, claim, expense or liability with respect to any commissionsor brokerage fees claimed on account of the execution and/or renewal of thisLease due to any action of the indemnifying party.

 

**ARTICLE 43EFFECT OF DELIVERY OF THIS LEASE**

 

Landlordhas delivered a copy of this Lease to Tenant for Tenant’s review only, and thedelivery hereof does not constitute an offer to Tenant or option. This Leaseshall not be effective until a copy executed by both Landlord and Tenant isdelivered to and accepted by Landlord.

 

**ARTICLE 44CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY**

 

IfTenant is a corporation, each person signing this Lease on behalf of Tenantrepresents and warrants that he or she has full authority to do so and thatthis Lease binds the corporation. Within thirty (30) days after this Leaseis signed, Tenant shall deliver to Landlord a certified copy of a resolution ofTenant’s Board of Directors authorizing the execution of this Lease or otherevidence of such authority reasonably acceptable to Landlord. If Tenant is apartnership, each person signing this Lease for Tenant represents and warrantsthat he or she is a general partner of the partnership, that he or she has fullauthority to sign for the partnership and that this Lease binds the partnershipand all general partners of the partnership. Tenant shall give written noticeto Landlord of any general partner’s withdrawal or addition. Within thirty (30)days after this Lease is signed, Tenant shall deliver to Landlord a copy ofTenant’s recorded statement of partnership or certificate of limitedpartnership.

 

**ARTICLE 45JOINT AND SEVERAL LIABILITY**

 

All partiessigning this Lease as Tenant shall be jointly and severally liable for allobligations of Tenant.

 

**ARTICLE 46INTERPRETATION**

 

Thecaptions of the Articles of this Lease, and each specific Section within therespective Articles, are to assist the parties in reading this Lease and arenot a part of the terms or provisions of this Lease. Whenever required by thecontext of this Lease, the singular shall include the plural and the pluralshall include the singular. The masculine, feminine and neuter genders shalleach include the other. In any provision relating to the conduct, acts oromissions of Tenant, the term “Tenant” shall include Tenant’s agents,employees, contractors, invitees, successors or others using the Premises withTenant’s expressed or implied permission.

 

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##### **ARTICLE 47INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS**

##### ** **

ThisLease is the only agreement between the parties pertaining to the lease of thePremises and no other agreements are effective. All amendments to this Leaseshall be in writing and signed by all parties. Any other attempted amendmentshall be void.

 

**ARTICLE 48WAIVER OF JURY TRIAL**

 

Landlordand Tenant by this Article 48 waive trial by jury in any action,proceeding, or counterclaim brought by either of the parties to this Leaseagainst the other on any matters whatsoever arising out of or in any wayconnected with this Lease, the relationship of Landlord and Tenant, Tenant’suse or occupancy of the Premises, or any other claims (except claims forpersonal injury or property damage), and any emergency statutory or any otherstatutory remedy.

 

**ARTICLE 49NO MERGER**

 

Thevoluntary or other surrender of this Lease by Tenant or the cancellation ofthis Lease by mutual agreement of Tenant and Landlord or the termination ofthis Lease on account of Tenant’s default will not work a merger, and will, atLandlord’s option, (a) terminate all or any subleases and subtenancies or(b) operate as an assignment to Landlord of all or any subleases orsubtenancies. Landlord’s option under this Article 49 will be exercised bywritten notice to Tenant and all known sublessees or subtenants in the Premisesor any part of the Premises.

 

**ARTICLE 50COUNTERPARTS**

 

ThisLease may be executed in counterparts, and, when all counterpart documents areexecuted, the counterparts shall constitute a single binding instrument.

 

**ARTICLE 51EXHIBITS**

 

AllExhibits as listed on the “List of Exhibits” and as attached hereto areincorporated herein and made a part of this Lease for all purposes.

 

INWITNESS WHEREOF, Landlord and Tenant have executed this Lease (which may be inmultiple original counterparts) as of the day and year first above written.

 

Address:

 

10000West Charleston Boulevard, Suite 200Las Vegas, Nevada 89135Attention: Property Management

 

LANDLORD:

HOWARDHUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership

 

Byits sole general partner:

THEHOWARD HUGHES CORPORATION, a Delaware corporation

 
| By:               | /s/  Kevin T. Orrock    |
|-------------------|-------------------------|
|              |                    |
| Print Name:  | Kevin  T. Orrock        |
|              |                    |
| Print Title: | Top  Division Executive |

 

Address:

6830Spencer StreetLas Vegas, Nevada 89119Attention: Arnaldo Galassiagalassi@vendingdata.com

 

TENANT:

VENDINGDATA CORPORATION, a Nevada corporation

 
| By:               | /s/  Arnaldo F. Galassi |
|-------------------|-------------------------|
|              |                    |
| Print Name:  | Arnaldo  F. Galassi     |
|              |                    |
| Print Title: | VP  & CFO           |

 

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LEGAL DESCRIPTION FOR BUILDING — EXHIBIT A

 

**EXHIBIT “A”**

**CANYONS CENTER**

**LEGAL DESCRIPTION FOR BUILDING**

 

THATPORTION OF SECTION 30, TOWNSHIP 20 SOUTH, RANGE 60 EAST, M.D.M., CITY OF LASVEGAS, CLARK COUNTY, NEVADA.

 

APORTION OF LOT 3, OF A SUMMERLIN VILLAGE 3, UNIT 1A — A PLANNED COMMUNITY, ASSHOWN BY A MAP THEREOF ON FILE IN BOOK 71, PAGE 10 OF PLATS IN THE CLARK COUNTYRECORDER’S OFFICE, CLARK COUNTY, NEVADA.

 

CONTAININGAPPROXIMATELY 6.80 ACRES.

 

**Landlord, from time to time, shall have the right to amendthis legal description to accurately reflect the legal parcel if and when itbecomes necessary to adjust the legal description to accommodate thedevelopment of other adjacent buildings.**

 

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FLOOR PLAN OF PREMISES — EXHIBIT B

 

**EXHIBIT “B”**

**CANYONS CENTER**

**FLOOR PLAN OF PREMISES**

 

 

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PARKING AGREEMENT — EXHIBIT C

 

**EXHIBIT “C”**

**CANYONS CENTER**

**PARKING AGREEMENT**

 

ThisParking Agreement is incorporated by reference into that certain LeaseAgreement dated as of ___, 2006 between VENDING DATA CORPORATION as Tenant andHOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP as Landlord (the “Lease”).

 

1. ParkingFacilities. The parking facilities appurtenant to the Building includeasphalt surface parking with some covered spaces (“Parking Area”). Tenant shallbe entitled to use six (6) vehicle parking spaces within the coveredportions of the Parking Area and fifteen (15) vehicle parking spaces within theuncovered portions of the Parking Area for the monthly parking of Tenant’semployees. Tenant’s use of the Parking Area shall be based upon a non-exclusiveuse in common with Landlord, other tenants of the Building, and their guestsand invitees. Tenant shall not use more parking spaces than said number, or anyspaces (a) which have been specifically assigned by Landlord to othertenants or for such other uses as visitor parking or (b) which have beendesignated by governmental entities of competent jurisdiction as beingrestricted to certain uses. Landlord reserves the right to erect such securityand access and egress control devices as it may reasonably deem to beappropriate (including, without limitation card controlled gates) and Tenantagrees to cooperate fully with Landlord in such matters. Tenant shall notpermit or allow any vehicles that belong to or are controlled by Tenant orTenant’s employees, suppliers, shippers, customers, or invitees to be loaded,unloaded, or parked in areas other than those designated by Landlord for suchactivities. If Tenant permits or allows any of such prohibited activities, thenLandlord shall have the right, without notice, in addition to such other rightsand remedies that it may have, to remove or tow away the vehicle involved andcharge the cost to Tenant, which cost shall be immediately payable upon demandby Landlord.

 

2. ParkingFee. Tenant shall pay, throughout the entire Term, an amount equal to thenumber of parking spaces Tenant is entitled to use times the applicable fees(the “Parking Fees”) which Landlord is charging for use of the parkingfacilities. Currently, Landlord is charging Forty and 00/100 Dollars ($40.00)per space per month for covered parking and Zero Dollars ($0.00) per space permonth for uncovered parking. Landlord shall have the right from time to time toincrease the Parking Fees being charged Tenant upon thirty (30) days priorwritten notice, which Parking Fees shall in no event exceed the rates thenbeing charged for parking in comparable parking areas having a comparablemethod of operation. Tenant agrees and acknowledges that Tenant shall beobligated to pay such rates regardless of whether or not Tenant actually usesor needs the parking spaces which Tenant is entitled to use. Such Parking Feesshall be payable monthly commencing with the first installment of Base Rent dueunder the Lease. If the Commencement Date is other than the first day of acalendar month, the first installment of the Parking Fees shall be prorated onthe basis of a thirty (30) day calendar month.

 

3. Definitions.All capitalized terms contained in this Parking Agreement that are not definedherein shall have the same definition as set forth in the Lease.

 

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WORK LETTER — EXHIBIT D

 

**EXHIBIT “D”**

**CANYONS CENTER**

**WORK LETTER**

 

ThisWork Letter supplements the Lease Agreement (the **“Lease”**) dated concurrently herewith, by and betweenHOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership,as Landlord, and VENDING DATA CORPORATION, a Nevada corporation, as Tenant,covering the Premises. All terms not defined herein shall have the same meaningas set forth in the Lease.

 

1.**Construction of Building**.

 

1.1**Base Building Improvements.**

 

Landlordhas constructed, or shall construct, through its contractor, at Landlord’s solecost, a building shell, including the following **(“Base Building Improvements”)**: 

 
| (a) |   | outside  walls (not including drywall), core walls which are unfinished on tenant’s  side, elevator lobby and corridor which connect exit stairwells on multi-tenant  floors (but not an elevator lobby or corridor on floors with a single  tenant); |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | unfinished  concrete floors throughout the Premises, broom clean;                                                                                                                                                                                          |
| (c) |   | building  standard 110-volt service power and 277-volt and/or 110-volt florescent  lighting power at the core;                                                                                                                                             |
| (d) |   | men’s  and women’s restroom facilities with building-standard finishes located on  each floor on which the Premises are located;                                                                                                                 |
| (e) |   | building  standard fire alarms and smoke detectors in public areas in accordance with  applicable building code on an unoccupied basis and provided only at the core  of the Building;                                                                     |
| (f) |   | plumbing  systems stubbed at the core of the Building;                                                                                                                                                                                                     |
| (g) |   | primary  fire and life safety in a general pattern sprinkler loop throughout the  Premises ready for expansion and adjustment when the ceiling for the Premises  is installed; and                                                                         |
| (h) |   | primary  heating ventilating and air conditioners loop (but not including branch  distribution controls and mixing boxes).                                                                                                                                 |

 

1.2**Tenant Improvements Descriptions.**

 

Withoutlimiting the generality of the foregoing description of Base BuildingImprovements, tenant improvements **(“TenantImprovements”)**shall include the following items: 

 
| (a) |   | ceiling  and lighting in the Premises;                                                                                                                                                           |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) |   | floor  finishes in the Premises;                                                                                                                                                                 |
| (c) |   | interior  finishes of any kind within the Premises;                                                                                                                                              |
| (d) |   | interior  partitions, demising walls, doors and hardware within the Premises;                                                                                                                    |
| (e) |   | terminal  boxes and reheat coils or other heating, ventilating and air conditioning or  air distribution devices, including distribution duct work and controls or  supplemental systems;        |
| (f) |   | distribution  of electrical services, plumbing services and sprinklers from the core  (except primary sprinkler loop as specified in base building description);                                 |
| (g) |   | fire  and life safety systems throughout the Premises, including without limitation  exit signs, horn/strobe or intercoms and extinguishers (except as provided in  Base Building Improvements); |
| (h) |   | window  coverings;                                                                                                                                                                               |
| (i) |   | architectural  and engineering preparation of plans and specifications for the Tenant  Improvements to conform to building standards;                                                            |
| (j) |   | permits  and fees to local jurisdictions; and                                                                                                                                                    |
| (k) |   | construction  costs related to obtaining final approval of government agencies in order to  obtain the Certificate of Occupancy.                                                                 |

 

2.**Plans and Specifications for TenantImprovements**

 

2.1Landlord shall retain a licensed architect (“Architect”) to prepare the plansand specifications for the Tenant Improvements; provided, however, Tenant shalldirectly work with the Architect to prepare the preliminary plans and finalplans. Notwithstanding the foregoing, Tenant may retain its own licensedarchitect to design and prepare the preliminary plans and final plans;provided, however, such plans and specifications shall be submitted to Landlord’sArchitect for review and to

 

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Landlordfor approval. All such plans and specifications shall be submitted to Landlordin accordance with the schedule set forth in Section 6 below.

 

2.2Tenant shall cause the Architect to furnish to Landlord for Landlord’s approvalspace plans sufficient to convey the architectural design of the Premises,including, without limitation, the location of doors, partitions, electricaland telephone outlets, plumbing fixtures, heavy floor loads and other specialrequirements, together with reflective ceiling plans (“**Tenant’s Preliminary Space Plans”**). IfLandlord shall disapprove of any portion of Tenant’s Preliminary Space Plans,Landlord shall advise Tenant of such revisions, and reasons therefor, as arereasonably required by Landlord for the purpose of obtaining approval. Tenantshall then submit to Landlord, for Landlord’s approval, a redesign of Tenant’sPreliminary Space Plans, incorporating the revisions required by Landlord andsuch modifications thereof as are suggested by Tenant, said modifications to besubsequently approved by Landlord prior to Tenant’s submission of Final Plans(as hereinafter defined).

 

2.3Tenant shall cause the Architect to prepare from Tenant’s Preliminary SpacePlans (approved by Landlord in accordance with Section 2.2 above) completearchitectural plans, drawings and specifications and, utilizing Landlord’smechanical, electrical and structural engineers, complete engineered and crosscoordinated mechanical, electrical and structural working drawings for(i) all of the Premises, showing the subdivision, layout, finish anddecoration work (including carpeting and other floor coverings) desired byTenant therefor, and (ii) any internal or external communications orspecial utility facilities which will require conduiting or other improvementswithin common areas, all in such form and in such detail as may be reasonablyrequired by Landlord. Such complete plans, drawings and specifications arereferred to herein as the “**Final Plans”**.Tenant’s Final Plans shall (i) be compatible with the Base BuildingImprovements, (ii) comply with all applicable laws and ordinances, and therules and regulations of all governmental authorities having jurisdiction, and(iii) comply with Landlord’s insurance company requirements. Tenant shallsubmit the Final Plans for the approval of Landlord in the same manner asprovided in Section 2.2 above for approval by Landlord of Tenant’sPreliminary Space Plans.

 

2.4Tenant acknowledges that, unless specifically shown as Landlord’sresponsibility on the Final Plans, the Tenant Improvements shall not include,nor shall Landlord be responsible for the design, construction or installationof, various nonstructural items which Tenant may find desirable for thePremises including, without limitation, furniture, trade fixtures, officeequipment, telephone, telecommunications and data equipment and systems,plantscaping, artwork or cabling required in connection with any of theseitems. Notwithstanding the fact that Landlord’s architects and engineers shallhave the right to review Tenant’s Preliminary Space Plans and Tenant’s FinalPlans, Tenant shall be solely responsible for the design and function of suchplans, including, without limitation, their integration with all of theBuilding’s systems. A list of standard improvements for space within theBuilding (“**Building Standards”**)is available to Tenant upon request. All Tenant Improvements shall be of equalor greater quality than the Building Standards; provided that Tenant shall berequired to utilize Building Standard window blinds, ceiling systems and lightfixtures.

 

2.5Landlord shall cooperate with Tenant in obtaining approval of the Final Plansby all governmental agencies having jurisdiction.

 

2.6Tenant shall cause the Architect to provide documentation for all changes tothe Final Plans at the time each change is authorized for construction.

 

3.**Allowance for Work and Work Costs**.

 

3.1Tenant shall receive from Landlord the Allowance as specified in the Lease,which Allowance shall be used solely for “Work Costs” (as that term is definedin Section 3.2 below). All Tenant Improvements, whether or not the costthereof is covered by the Allowance, shall become the property of Landlord uponexpiration or earlier termination of the Lease and shall remain on the Premisesat all times during the Lease Term. Tenant shall be entitled to no otherpayment or rent reduction for any part of the Allowance not utilized by Tenant.The Allowance must be utilized by Tenant within one (1) year of theCommencement Date. If the Allowance or any portion thereof is not utilizedwithin such time period Tenant shall forfeit its right to receive the unpaidportion of the Allowance whether or not the Tenant Improvements have beencompleted, and Landlord shall have no obligation to make payment thereof.

 

Inthe event Landlord has made payment of the Allowance to Tenant and this Leasesubsequently terminates prior to the end of the Term due to an Event of Defaultby Tenant or this Lease is assigned, conveyed or transferred to another entityor to the surviving corporation in connection with a merger, consolidation oracquisition of Tenant (other than Tenant’s parent, subsidiary or affiliate),Tenant shall be required to repay Landlord, upon demand, a portion of theAllowance received (whether by cash or credit) determined by multiplying thetotal amount of the Allowance received (whether by cash or credit) by a

 

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fraction,the numerator of which shall be the number of months remaining of the LeaseTerm, and the denominator of which shall be the full Lease Term.

 

3.2As used herein, “Work Costs” mean (i) all fees and expenses incurred byLandlord and Tenant in connection with the design and construction of theTenant Improvements, including, without limitation, architectural andengineering fees for the review of Tenant’s Preliminary Space Plans and FinalPlans (ii) the actual contractor costs and charges for material and labor,contractor’s profit, overhead and general conditions incurred by Landlord inhaving the Tenant Improvements constructed in accordance with the Final Plans,(iii) governmental agency plan check, permit and other fees and sales anduse taxes, (iv) testing and inspection costs, (v) any paint touch-upor repair work necessary due to Tenant’s move into the Premises, (vi) allother costs expended or to be expended by Landlord in the construction of theTenant Improvements including a charge for VAV boxes on the floors upon whichthe Premises is located, mini-blinds within the Premises, fluorescent lightfixtures, air balancing, and other pre-stocked materials, and (vii) a feeto be paid to Landlord equal to ten percent (10%) of all Work Costs for administrationby Landlord of construction of the Tenant Improvements.

 

3.3As promptly as practicable following Landlord’s approval of the Final Plans,Landlord shall submit to Tenant a written estimate of Work Costs of all TenantImprovements. Thereupon, Tenant shall either approve the estimate or disapprovespecific items and submit to Landlord revisions of Final Plans to reflect thedeletion of and/or substitution for such disapproved items. Any such deletionsand/or substitutions to the Final Plans will be processed in accordance withSection 3.8 below. Upon Tenant’s final written approval of said estimate,such approved estimate to be referred to herein as the “Work Costs Estimate”,Landlord shall have the right to purchase materials as set forth on the FinalPlans and to commence the construction of the items included in said Work CostsEstimate pursuant to Section 4 hereof.

 

3.4The parties acknowledge that Landlord has “pre-stocked” certain BuildingStandards improvement items for use in the Building, which items must be usedby Tenant for construction of the Tenant Improvements.

 

3.5If the Final Plans or any amendment thereof or supplement thereto shall requirechanges in the Base Building Improvements, the increased cost of the BaseBuilding Improvements caused by such changes shall be charged as Work Costs.The cost thereof shall include all direct architectural and/or engineering feesand expenses in connection therewith.

 

3.6Landlord’s written estimate of Work Costs shall include a reasonable contingencyto allow for changes in the Tenant Improvements and/or other unforeseen costsand expenses arising after Tenant’s approval thereof.

 

3.7In the event that the Work Costs Estimate exceeds the Allowance, Tenant shallpay one hundred percent (100%) of such excess (“Over Allowance”) to Landlordwithin ten (10) days after Tenant’s approval of the Work Costs Estimate;provided, however, Landlord shall not be required to commence construction ofthe Tenant Improvements until Landlord receives the Over-Allowance.

 

3.8Any changes to the approved Final Plans (“Changes”) which are requested byTenant or required by any governmental agency shall be forwarded to Landlordfor approval and costing. If Landlord approves of the Changes, Tenant shall begiven a written cost estimate for the completion of said Changes which must beapproved by Tenant prior to construction of the Changes. Landlord shall pay thecost of the Changes to the extent of any remaining Allowance and to the extentthe revised contract amount exceeds the Allowance, Tenant shall pay the cost ofthe Changes as an Over-Allowance within ten (10) days pursuant toSection 3.7 above. Any delay in the construction of Tenant Improvements asa result of Changes shall be a Tenant Delay (as defined in Section 7below).

 

4.**Construction**.

 

4.1Following Tenant’s approval of Landlord’s Work Costs Estimate, Tenant’s paymentof initial amounts payable under Section 3.7 above and receipt by Landlordof all relevant governmental agency approvals and permits, and at such timewhen, in Landlord’s sole discretion, the Building has reached the stage ofconstruction where it is appropriate to commence construction of TenantImprovements, Landlord shall cause its general contractor (“General Contractor”)to commence the construction of the Tenant Improvements. The bid process, ifany, for the General Contractor shall be mutually agreed upon by Landlord’sconstruction representative and Tenant’s construction representative. Landlordand/or such General Contractor shall have the right to cause all or any portionof such work to be performed by one or more subcontractors. Landlord shallfurnish Tenant with a schedule setting forth the projected completion datestherefor and showing the deadlines for any actions required to be taken byTenant during such construction, and Landlord may from time to time during theprosecution of the Tenant Improvements reasonably modify or amend such scheduledue to delays encountered by Landlord. Within sixty (60) days after thedate of substantial completion of the Tenant Improvements, the General

 

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Contractorshall submit to Landlord a set of conformed reproducible “as-built” plansincorporating all field changes made and all changes and/or revisions that havebeen made subsequent to Landlord’s approval of the Final Plans.

 

4.2In connection with the construction of the Tenant Improvements, each partyshall be entitled to rely upon the other party’s construction representativewho shall be as follows: Landlord’s construction representative (“Landlord’sConstruction Representative”): Andrew Bernhardy, Tenant’s constructionrepresentative (“Tenant’s Construction Representative”):                                         [TO BE DESIGNATED PRIOR TO EXECUTION]. Each respective constructionrepresentative shall have the authority to make binding commitments relative tothe Tenant Improvements on behalf of the party appointing such constructionrepresentative. All inquiries of Tenant pertaining to construction of theTenant Improvements shall be directed in writing to Landlord’s ConstructionRepresentative. A party may designate a substitute construction representativeby giving written notice to the other party at any time. Any representatives ofTenant who desires to visit the Premises during construction of the TenantImprovements must obtain the prior consent of Landlord and the GeneralContractor. Such consent shall be obtained from Landlord’s ConstructionRepresentative only by Tenant’s Construction Representative.

 

5.**Punch List**.

 

Onor before the date upon Tenant occupies the Premises, Landlord shall cause theGeneral Contractor to inspect the Premises with Landlord’s ConstructionRepresentative and Tenant’s Construction Representative and to complete awritten punch list of unfinished items of Tenant Improvements prior to Tenant’smove into the Premises. Tenant’s Construction Representative shall execute saidwritten punch list to indicate approval thereof, and Landlord shall cause theGeneral Contractor to correct all such punch list items with reasonablediligence.

 

6.**Schedule**.

 

Preparationand approval of Tenant’s Preliminary Space Plans, Final Plans and the WorkCosts Estimate shall proceed as indicated below and each action shall becompleted on or before the date herein specified. Time is of the essence. 

 
| ** ** | ** ** | **Action**                                                                                                                 | ** ** | **Responsibility** | ** ** | **Due Date**            |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|-------------------------|
| (i)        |       | Executed  Lease or Reimbursement Agreement                                                                                 |       | Tenant             |       | November 22,  2006 |
| (ii)       |       | Submission  of Tenant’s Preliminary Space Plans to Landlord                                                           |       | Tenant             |       | Complete                |
| (iii)      |       | Delivery  of written approval of Tenant’s Space Plans by Landlord (including any  necessary design revision comments) |       | Landlord           |       | Complete                |
| (iv)       |       | Delivery  of Work Costs Estimate to Tenant                                                                                 |       | Landlord           |       | November 27,  2006 |
| (v)        |       | Delivery  of written approval of Work Costs Estimate to Landlord                                                           |       | Tenant             |       | November 29,  2006 |
| (vi)       |       | Delivery  of Over-Allowance, if any, as approved on Work Costs Estimate to Landlord                                        |       | Tenant             |       | December 1,  2006  |
| (vii)      |       | Substantial  Completion of Premises                                                                                        |       | Landlord           |       | December 31,  2006 |

 

7.**Delays.**

 

IfLandlord shall be delayed in substantially completing the Tenant Improvementsas a result of any of the following (“**TenantDelays”**):

 

(i)Tenant’s failure to complete any action item which is the responsibility ofTenant on or before the due date specified in Section 6 above to theextent that such failure is not caused by failure of Landlord to timely performits obligations in accordance with the schedule in Section 6, or

 

(ii)Tenant’s changes to Final Plans after the final submission date in Section 6(iii)above, or Landlord’s approval thereof, whichever is earlier, or

 

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WORK LETTER — EXHIBIT D

 

(iii)Tenant’s request for materials, finishes, or installations other than BuildingStandards, or

 

(iv)Any delay of Tenant in making payment to Landlord of the Over-Allowance asprovided in Section 3.7 above, or

 

(v)Any other delay requested or caused by Tenant;

 

thenthe Lease Term shall nevertheless commence and the Commencement Date shall bethe date it would have been had the delay not occurred.

 

8.**Miscellaneous.**

 

Anydefault by Tenant under the terms of this Work Letter shall constitute adefault under the Lease and shall entitle Landlord to exercise all remedies setforth therein. Both Landlord and Tenant agree to use reasonable diligence inperforming all of their respective obligations and duties under this WorkLetter and in proceeding with the construction and completion of the Buildingand all Tenant Improvements in the Premises. 

 

TENANT:

 

VENDINGDATA CORPORATION,

aNevada corporation

 
| By:           | /s/  Arnaldo F. Galassi |
|---------------|-------------------------|
|          |                    |
|          |                    |
| Print  Name:  | Arnaldo  F. Galassi     |
|          |                    |
|          |                    |
| Print  Title: | VP  & CFO           |

 

LANDLORD:

 

HOWARDHUGHES PROPERTIES, LIMITED PARTNERSHIP,

aDelaware limited partnership

 

Byits sole general partner:

THEHOWARD HUGHES CORPORATION,

aDelaware corporation

 
| By:    | /s/  Kevin T. Orrock    |   |
|--------|-------------------------|--------|
|   |                    |
| Print  | Kevin  T. Orrock        |
| Name:  |                    |
|   |                    |
| Print  | Top  Division Executive |
| Title: |                    |

 

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RULES AND REGULATIONS — EXHIBIT E

 

**EXHIBIT “E”**

**CANYONS CENTER**

**RULES AND REGULATIONS**

 

1. Sidewalks,doorways, vestibules, halls, stairways, and similar areas shall not beobstructed nor shall refuse, furniture, boxes, or other items be placed thereinby Tenant or its officers, agents, servants, and employees, or used for anypurpose other than ingress and egress to and from the Premises, or for goingfrom one part of the Building to another part of the Building. Canvassing,soliciting and peddling in the Building are prohibited.

 

2. Plumbing,fixtures and appliances shall be used only for the purposes for whichconstructed, and no unsuitable material shall be placed therein.

 

3. Nosigns, directories, posters, advertisements, or notices shall be painted oraffixed on or to any of the windows or doors, or in corridors or other parts ofthe Building, except in such color, size, and style, and in such places, asshall be first approved in writing by Landlord in its discretion. Buildingstandard suite identification signs will be prepared by Landlord at Tenant’sexpense. Landlord shall have the right to remove all unapproved signs withoutnotice to Tenant, at the expense of Tenant.

 

4. Tenantshall not do, or permit anything to be done in or about the Building, or bringor keep anything therein, that will in any way increase the rate of fire orother insurance on the Building, or on property kept therein or otherwiseincrease the possibility of fire or other casualty.

 

5. Landlordshall have the power to prescribe the weight and position of heavy equipment orobjects which may overstress any portion of the floor. All damage done to theBuilding by the improper placing of such heavy items will be repaired at thesole expense of the responsible Tenant.

 

6. Tenantshall notify the Building manager when safes or other heavy equipment are to betaken in or out of the Building, and the moving shall be done after writtenpermission is obtained from Landlord on such conditions as Landlord shallrequire.

 

7. Corridordoors, when not in use, shall be kept closed.

 

8. Alldeliveries must be made via the service entrance and service elevator, whenprovided, during normal working hours. Landlord’s written approval must beobtained for any delivery after normal working hours.

 

9. Tenantshall cooperate with Landlord’s employees in keeping the Premises neat andclean.

 

10. Tenantshall not cause or permit any improper noises in the Building, or allow anyunpleasant odors to emanate from the Premises, or otherwise interfere, injureor annoy in any way other tenants, or persons having business with them.

 

11. Noanimals shall be brought into or kept in or about the Building.

 

12. Whenconditions are such that Tenant must dispose of crates, boxes, etc. on thesidewalk, it will be the responsibility of Tenant to dispose of same prior to7:30 a.m., or after 5:30 p.m.

 

13. Nomachinery of any kind, other than ordinary office machines such as typewritersand calculators, shall be operated on Premises without the prior writtenconsent of Landlord, nor shall Tenant use or keep in the Building anyinflammable or explosive fluid or substance (including Christmas trees andornaments), or any illuminating materials, except candles. No space heaters orfans shall be operated in the Building.

 

14. Nobicycles, motorcycles or similar vehicles will be allowed in the Building.

 

15. Nonails, hooks, or screws shall be driven into or inserted in any part of theBuilding except as approved by Building maintenance personnel.

 

16. Landlordhas the right to evacuate the Building in the event of an emergency orcatastrophe.

 

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17. Nofood and/or beverages shall be distributed from Tenant’s office without theprior written approval of the Building Manager.

 

18. Noadditional locks shall be placed upon any doors without the prior writtenconsent of Landlord. All necessary keys shall be furnished by Landlord, and thesame shall be surrendered upon termination of this lease, and Tenant shall thengive Landlord or its agent an explanation of the combination of all locks onthe doors or vaults. Tenant shall initially be given two (2) keys to thePremises by Landlord. No duplicates of such keys shall be made by Tenant.Additional keys shall be obtained only from Landlord, at a fee to be determinedby Landlord.

 

19. Tenantwill not locate furnishings or cabinets adjacent to mechanical or electricalaccess panels or over air conditioning outlets so as to prevent operatingpersonnel from servicing such units as routine or emergency access may require.Cost of moving such furnishings for Landlord’s access will be for Tenant’saccount. The lighting and air conditioning equipment of the Building willremain the exclusive charge of the Building designated personnel.

 

20. Tenantshall comply with parking rules and regulations as may be posted anddistributed from time to time.

 

21. Noportion of the Building shall be used for the purpose of lodging rooms.

 

22. Vendingmachines or dispensing machines of any kind will not be placed in the Premisesby Tenant.

 

23. Priorwritten approval, which shall be at Landlord’s sole discretion, must beobtained for installation of window shades, blinds, drapes, or any other windowtreatment of any kind whatsoever. Landlord will control all internal lightingthat may be visible from the exterior of the Building and shall have the rightto change any unapproved lighting, without notice to Tenant, at Tenant’sexpense.

 

24. NoTenant shall make any changes or alterations to any portion of the Buildingwithout Landlord’s prior written approval, which may be given on suchconditions as Landlord may elect. All such work shall be done by Landlord or bycontractors and/or workers approved by Landlord, working under Landlord’ssupervision.

 

25. Tenantshall provide plexiglass or other pads for all chairs mounted on rollers orcasters.

 

26. Landlordreserves the right to rescind any of these rules and make such other andfurther rules and regulations as in its judgment shall from time to time beneedful for the operation of the Building, which rules shall be binding uponeach Tenant upon delivery to such Tenant of notice thereof in writing.

 

27. Smokingshall not be permitted in Common Areas throughout the Building, includinglobbies, hallways, restrooms and stairwells. Smoking is permitted outside theBuilding; however, smokers must utilize the ash urns which are located outsidethe Building.

 

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COMMENCEMENT MEMORANDUM — EXHIBIT F

 

**EXHIBIT “F”**

**CANYONS CENTER**

**COMMENCEMENT MEMORANDUM**

 
| [TENANT]: |
|-----------|
|      |   |
|      |   |
|      |   |
|      |   |

 
| Re: | **Commencement Memorandum** |
|-----|-----------------------------|

 

Dear                       :

 

Withreference to that certain lease (the “Lease”), dated                    ,200     , between HOWARD HUGHES PROPERTIES, LIMITEDPARTNERSHIP, a Delaware limited partnership (“Landlord”), and, a                                        (“Tenant”), you are hereby notified of the following. All capitalized terms nototherwise defined herein shall have the same meaning as set forth in the Lease.

 

1. TheCommencement Date of the Lease was                                        ,and the Lease will expire at midnight                                         ,if not extended or renewed or terminated earlier pursuant to the Lease.

 

2. ThePremises consist of                                        (                    )square feet of Rentable Area and                                                           )square feet of Useable Area.

 

3. Theprorated amount of Base Rent and Additional Rent for Operating Expenses for thepartial month of                          is$                                        and$                                        ,respectively.

 

4. Theamount of Base Rent and Additional Rent for Operating Expenses for the firstfull month is$                                       and$                                        ,respectively.

 

5. Pursuantto Paragraph/Article/Section/Subsection/Exhibit                                        of the Lease, you have the right to renew the term of the Lease for one(1) additional term of                                       (                    )years. The Second Lease Term shall commence on                             ,                    ,provided Tenant gives Landlord written notice on or before                             ,                    ,in accordance with the terms of the Lease. 

 
|   | Very  truly yours, |   |
|--------|--------------------|--------|
|   |               |   |
|   |               |   |
|   | [LANDLORD]         |   |

 

 

 

Acknowledgedand agreed to by                     

                                                                                           ,

this                    day                                         of, 200 
| By:           |   |   |
|---------------|--------|--------|
| Print  Name:  |   |   |
| Print  Title: |   |   |
|               |        |        |  |  |

 

 

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DATE: DEC. 21, 2006

 

DECEMBER21, 2006

BENEFICIARY:HOWARD HUGHES PROPERTIES LP10000 W. CHARLESTON BLVD,SUITE 200LAS VEGAS, NV 89135ATTN: CLAUDINE KOSLER

LETTEROF CREDIT NO. 61 61656922

GENTLEMEN:

 

BYORDER OF OUR CLIENT, VENDINGDATA CORPORATION, 6830 SPENCER STREET, LAS VEGAS,NV 89119 (THE “APPLICANT”), WE HEREBY OPEN OUR IRREVOCABLE STANDBY LETTER OFCREDIT NO. 61656922, IN YOUR FAVOR FOR AN AMOUNT NOT TO EXCEED IN AGGREGATE USD100,000.00 (ONE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS), EFFECTIVEIMMEDIATELY AND EXPIRING AT THE OFFICE OF OUR SERVICER, CITICORP NORTH AMERICA,INC. AT 3800 CITIBANK CENTER, BUILDING B, 3RD FLOOR, TAMPA, FLORIDA 33610 ATTN.STANDBY LETTER OF CREDIT UNIT OR SUCH OTHER OFFICE AS WE MAY ADVISE YOU FROMTIME TO TIME (THE “OFFICE”), ON DECEMBER 15, 2011.

 

FUNDSHEREUNDER ARE AVAILABLE TO YOU AGAINST PRESENTATION OF YOUR SIGHT DRAFT(S),DRAWN ON US, MENTIONING THEREON OUR LETTER OF CREDIT NUMBER 61656922,ACCOMPANIED BY YOUR WRITTEN AND DATED STATEMENT, SIGNED BY A REPRESENTATIVE OFYOUR COMPANY, STATING THE FOLLOWING:

 

“WEHEREBY CERTIFY THAT THE AMOUNT OF ANY DRAFT(S) DRAWN HEREUNDER REPRESENTS FUNDSDUE AND PAYABLE BECAUSE APPLICANT HAS FAILED TO PAY RENT AS DESCRIBED THELEASE.”

 

WEHEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMSAND CONDITIONS OF THIS LETTER OF CREDIT IF PRESENTED, AS SPECIFIED, AT OUROFFICE ON OR BEFORE EXPIRATION DATE.

 

SHOULDYOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT,PLEASE DIRECT YOUR CORRESPONDENCE TO OUR OFFICE, MAKING SPECIFIC MENTION OF THELETTER OF CREDIT NUMBER INDICATED ABOVE.

 

EXCEPTAS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT ISSUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBEROF COMMERCE,

 

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PUBLICATIONNO. 590, AND AS TO MATTERS NOT GOVERNED BY THE ISP98, SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLEU.S. FEDERAL LAW.

 
|                         |   |
|-------------------------|--------|
| AUTHORIZED SIGNATURE(S) |   |
| CITIBANK,N.A.           |   |

 

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