Exhibit 10.28


 


OFFICE BUILDING LEASE
AGREEMENT


 


3445 NORTH CAUSEWAY BOULEVARD OFFICE BUILDING


 


 


LANDLORD:    3445
North Causeway Limited Liability Company


 


 


TENANT:     YP
WEB PARTNERS, LLC


 


DATED: May 21, 2004


 

















 


TABLE OF CONTENTS


 


	
  Sections

  	
   

  	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and Basic
  Provisions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Lease Grant

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Rent

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Increases in Base Rent

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Landlord’s Obligations

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Reimbursement for
  Operating Costs

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Permitted Use

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Tenant’s Repairs and
  Alterations

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Subletting and Assigning

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Indemnity

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Subordination and
  Mortgagee’s Right to Cure Landlord’s Defaults

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Rules and Regulations

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Inspection

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Condemnation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Casualty

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Holding Over

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Taxes on Tenant’s Property

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Events of Default

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Remedies

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Attorneys’ Fees

  	
   

  	
  21

  



 


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  21.

  	
  Security Interest

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Liens

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Waiver of Subrogation

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Tenant’s Insurance

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Brokerage

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Building Name

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Estoppel Certificates

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Notices

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Force Majeure

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Severability

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Amendments; Binding Effect

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  Quiet Enjoyment

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Gender

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Joint and Several Liability

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Captions

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  Exhibits and Attachments

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  No Joint Venture

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  Time of the Essence

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  Evidence of Authority

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  Governing Law

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
  Entire Agreement

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  Exculpation

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  Covenants are Independent

  	
   

  	
  26

  



 


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  44.

  	
  Right to Relocate

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  45

  	
  Hazardous Materials

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
  Waiver of Trial by Jury

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  47.

  	
  Parking

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  48.

  	
  Interpretation

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  49.

  	
  No Recordation of Lease

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  50.

  	
  Special Provisions

  	
   

  	
  29

  



 


	
  EXHIBIT “A”

  	
   

  	
  Legal Description of
  Property

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “A-1”

  	
   

  	
  Outline of Premises

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “B”

  	
   

  	
  Special Provisions

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “C”

  	
   

  	
  Memorandum Confirming Term

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “D”

  	
   

  	
  Rules and Regulations

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “E”

  	
   

  	
  Work Letter

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “F”

  	
   

  	
  Form of In Solido
  Obligation and Guaranty of Lease

  



 


-iii-

















 


OFFICE
BUILDING LEASE
AGREEMENT


 


This Office Building Lease
Agreement (the “Lease”) is entered into as of the 21st day of May 2004, by and between 3445 North Causeway Limited
Liability Company (“Landlord”), and YP Web Partners, LLC.


 


WITNESSETH:


 


1.                                       Definitions and Basic Provisions. 
Certain definitions and provisions (the “Basic Lease Information”) of
this Lease are:


 


	
   

  	
  1.1

  	
  Lease Date:

  	
   

  	
  May 21, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Tenant:

  	
   

  	
  YP Web Partners, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Tenant’s Address:

  	
   

  	
  3445 N, Causeway Boulevard

  Suite 401

  Metairie,
  Louisiana 70002

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contact:

  	
   

  	
  Donald F. Jones

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  504.297.2400

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Landlord:

  	
   

  	
  3445 North Causeway Limited Liability Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Landlord’s Address:

  	
   

  	
  3445 Causeway Boulevard, Suite 637

  Metairie, Louisiana 70002

  Attention: Property Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
   

  	
   

  	
  Premises:   Suite No. 401
  in the office building located at 3445 N, Causeway Boulevard (the “Building”), known as “3445 N. Causeway Boulevard Office
  Building”. The Building and the land upon which it is situated, which land is
  more particularly described in Exhibit “A” and Exhibit “A-l
  attached hereto and incorporated herein by reference, are herein sometimes
  collectively called the “Project”.

  



 

















 


1.7                       Lease Term:    The period
commencing on June 1, 2004,  (the commencement date”), expiring on  May 31,
2010  (“the expiration date”). If the
Commencement Date is a date other than the first day of a month, the Lease Term
shall consist of said number of months in addition to the remainder of the
month in which the Commencement Date occurs.


 


1.8                       Base Rent:


 


	
  June 1, 2004 – May 31, 2006:

  	
   

  	
  $5,279.17 per month based upon $14.00
  per rentable square foot, calculated on rentable square feet, plus
  applicable accrued escalations.

  
	
   

  	
   

  	
   

  
	
  June 1, 2006 – May 31, 2007

  	
   

  	
  $6,033.33 per month based upon $16.00
  per rentable square foot, calculated on rentable square feet, plus
  applicable accrued escalations

  
	
   

  	
   

  	
   

  
	
  June 1, 2007 – May 31, 2010

  	
   

  	
  $6,401.42 per month based upon $17.00
  per rentable square foot, calculated on rentable square feet, plus applicable
  accrued escalations

  



 


	
  1.9                       Security Deposit:

  	
   

  	
  $6,906.50

  



 


1.10                 Tenant’s Share: the percentage that expresses
the ratio between the number of rentable square feet comprising the Premises (4,525), and the number of rentable square feet of the
Building (127,859), which, for the purposes of
the Lease, shall be .035391.  Should the actual rentable square footage
within the Premises be more or less than that herein stated as a result of
variations resulting from actual construction and preparation of the Premises
for occupancy, said rentable square footage, related Base Rent (as hereinafter
defined) and Tenant’s Share shall be adjusted accordingly by an amendment to
this Lease executed by Landlord and Tenant. 
[In determining the number of rentable square feet comprising the
Premises, the number of usable square feet therein was multiplied by 1.15.]


 


2

















 


1.11                 Permitted Use: General office purposes.


 


1.12                 Lease Year:  The period of twelve
(12) months or less commencing with the Commencement Date and ending at
midnight on the following December 31, each successive period of twelve
(12) months thereafter during the Lease Term, and the final period of twelve
(12) months or less commencing on January 1 of the year in which the Lease
Term expires.  During any Lease Year
within the Lease Term that is less than twelve (12) full months, any amount to
be paid for such period shall be prorated, based on the actual number of months
and the actual number of days of any partial month assuming each month to have
thirty (30) days.


 


2.                                       Lease Grant.


 


2.1                       In consideration of the Rent (as hereinafter
defined) to be paid and the other covenants and agreements to be performed by
Tenant, Landlord does hereby lease, demise and let unto Tenant the Premises,
shown on the plan attached hereto as Exhibit “A-l” and incorporated
herein by reference, commencing on the Commencement Date and ending on the last
day of the Lease Term, unless sooner terminated as herein provided.  No easement for light, air or view is granted,
given or implied herein.


 


2.2                       If this Lease is executed before the Premises
become vacant, or otherwise available-for occupancy, or if any tenant-or
occupant of the Premises holds over, and Landlord cannot acquire possession of
the-Premises-prior to the Commencement Date, or if-Landlord, for any reason
whatsoever, cannot deliver possession of the Premises to-Tenant,- with the to
be installed-or constructed pursuant to the Work Letter Agreement attached hereto
as Exhibit “E” and incorporated-herein by reference (the “Work
Letter”), substantially complete,-on the scheduled Commencement Date, this
Lease-shall not be void or voidable, nor shall-Landlord-be liable to Tenant for
any loss or-damage-resulting therefrom, and Tenant shall accept-possession of
the Premises when-Landlord-is-able-to tender the same.  If Landlord shall be delayed-in substantially
completing the Premises-as a-result of (i) Tenant’s request for materials
other than Landlord’s standard, or (ii) Tenant’s-changes in the approved
plans, or-(iii) delays in performance of work by a person,-firm or corporation
employed by-Tenant (collectively; “Tenant’s Delay”), the scheduled Commencement
Date shall not fee-postponed, and the Lease Term and Tenant’s obligation to pay
Base Rent-and Additional Rent (as hereinafter-defined) shall commence as
of-the-scheduled-Commencement-Date.  The
taking of possession of all or any portion of the-Premises shall be deemed
proof that Tenant has accepted the same as suitable for the purposes-herein-intended
and-has acknowledged that-the-same comply with-Landlord’s obligations, subject
only to a punch list of items to be-completed, to be generated by the architect
or space planner-engaged under Exhibit “E” to this Lease immediately
prior to the time Tenant takes occupancy-of-the-Premises.  Within-ten (10) days after request of
Landlord, if Landlord makes such a request, Tenant shall give-Landlord a
document-confirming the-Commencement


 


3

















 


Date, and certifying that
Tenant-has accepted delivery of the Premises and that the condition of the
Premises-complies with Landlord’s obligations hereunder.  Such document shall be in the form attached
hereto as Exhibit “C” and incorporated herein-by reference.
Tenant’s failure to execute and return said document within the aforesaid ten (10) -day
period shall constitute an acceptance-of the document as delivered by Landlord.


 


2.2                                 If this Lease is executed before the Premises
become vacant, or otherwise available for occupancy, or if any tenant or
occupant of the Premises holds over, and Landlord cannot acquire possession of
the Premises prior to the Commencement Date, Landlord shall not be in default
hereunder, and Tenant shall accept possession of the Premises when Landlord is
able to tender the same, such date shall be deemed to have accepted the same as
suitable for the purposes herein intended and to have acknowledged that the
same comply with Landlord’s obligations.  Within ten (10) days after request of
Landlord, Tenant shall give Landlord a document confirming the Commencement
Date, and certifying that Tenant has accepted delivery of the Premises and that
the condition of the Premises complies with Landlord’s obligations hereunder.
Such document shall be in the form attached hereto as Exhibit “B”,
by this reference incorporated herein.


 


3.                                       Rent.


 


3.1                                 Tenant agrees to pay to Landlord in advance
on or before the first day of each month the Base Rent, subject to adjustment
as hereinafter provided, without deduction or set off, for each month of the
entire Lease Term. One such monthly installment together with the Security
Deposit shall be due and payable by Tenant to Landlord upon execution of this
lease, and a like Each monthly installment shall be due and payable without
demand on or before the first day of each calendar month succeeding the
Commencement Date during the Lease Term.  Base Rent for any period of less than a full
month shall be prorated, based on one thirtieth (1/30) of the current Base Rent
for each day of the partial month this Lease is in effect.


 


3.2                                 In addition to and along with the monthly
installments of Base Rent pursuant to Subsection 3.1 hereof, Tenant shall
pay to Landlord an amount equal to the sum of all taxes on Rent, directly or
indirectly imposed by any government entity (the “Rent Tax”) as Additional
Rent.


 


3.3                                  If any installment of the Base Rent, or any
other sums owed by Tenant to Landlord under this Lease, is not received within
five (5) days after the due date thereof, without implying Landlord’s
consent to such late payment, or if Landlord pays a sum on behalf of or for
Tenant (which Landlord may do in Landlord’s sole and absolute discretion), and
Landlord is not repaid such sum within ten (10) days after demand
therefore is made, Tenant, to the extent permitted by law, agrees to pay, in
addition to said installment of the Base Rent or such other sum owed, a late
payment charge equal to ten percent (10%) of the installment of the Base Rent


 


4

















 


or such other sums owned.  Said late payment charge shall constitute
liquidated damages and shall be for the purpose of reimbursing Landlord for
additional costs and expenses which Landlord expects to incur in connection with
the handling and processing of late installment payments of the Base Rent and
such other sums owed by Tenant to Landlord hereunder.  If there is a late payment by Tenant, the
damages resulting to Landlord will be difficult to ascertain precisely, and the
foregoing charge constitutes a reasonable and good faith estimate by the
parties of the extent of such damages and does not constitute interest.  Notwithstanding the foregoing, such late
charges shall not apply to any sums which may have been advanced by Landlord to
or for the benefit of Tenant pursuant to this Lease.  If any check delivered to Landlord by Tenant
in payment of Base Rent or Additional Rent is not honored by the financial
institution upon which such check was drawn and is returned to Landlord for any
reason whatsoever, Landlord may impose, as Additional Rent, a returned check
service charge of $15.00 or five percent (5%) of the amount of such returned
check, whichever is greater, each time a check is not honored and returned to
Landlord.  Such returned check service
charge shall be in addition to and not in lieu of any late payment charge.  If any two (2) checks delivered to
Landlord by Tenant during the Lease Term in payment of Base Rent or Additional
Rent are not honored by the financial institution upon which such checks were
drawn are returned to Landlord for any reason whatsoever, Landlord may require,
upon written notice to Tenant, that any and all subsequent payments of Base
Rent or Additional Rent be made by either cash, money order or cashier’s check
for the balance of the Lease Term.


 


3.4                                 The Security Deposit shall be held by
Landlord as security for the performance by Tenant of Tenant’s covenants and
obligations under this Lease. Such deposit shall not be considered an advance
payment of Rent or a measure of Landlord’s damages in a default by Tenant.  No interest or other such return shall be paid
on said Security Deposit.  Upon any event
of default by Tenant, Landlord may (but shall not be obligated to), without
prejudice to any other remedy, use the Security Deposit to the extent necessary
to fund any arrearage of Rent and any other damage, injury, expense or
liability caused to Landlord by such event of default.  Following such application of the Security
Deposit, Tenant shall pay to Landlord on demand the amount so applied to
restore the Security Deposit to its original amount.  If there is not then an event of default, any
remaining balance of the Security Deposit shall be returned by Landlord to
Tenant upon termination of this Lease. 
If Landlord transfers its interest in the Premises during the Lease
Term, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of the Security Deposit.  The Security Deposit may be co-mingled or
combined with other accounts or funds of Landlord.


 


3.5                                 All sums other than Base Rent payable by
Tenant to Landlord under this Lease shall constitute “Additional Rent”.  Base Rent and Additional Rent are herein
referred to collectively as “Rent”. All Rent due hereunder shall bear interest
from the due date until paid in full at a rate equal to the lesser of:  (a) the prime interest rate in effect
from day to day at NationsBank of Georgia, N.A., plus three (3) percentage
points; or (b) the maximum legal rate allowed by law (the “Default Rate”).
If more than the maximum legal rate of interest should ever be collected with
regard to any sum due hereunder, said excess amount shall be credited against


 


5

















 


future payments of Rent accruing thereafter.  If no such further Rent accrues hereunder,
said excess sums shall be promptly refunded by Landlord to Tenant upon demand
by Tenant.


 


3.6                                 No payment by Tenant or receipt by Landlord
of a lesser amount than the correct Rent shall be deemed to be other than a
payment on account, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment be deemed an accord and satisfaction.  Landlord may accept such check of payment without
prejudice to Landlord’s right to recover the balance or to pursue any other
remedy.


 


4.                                       Increases in Base
Rent.


 


4.1                                 -The Base Rent payable under-Section 3.1
hereof is based upon-the Revised Consumer Price Index for the United States,
All Urban-Consumers:  All items (1982
1984 = 100) (“Consumer Price Index”) published by the Bureau of Labor
Statistics, United-States Department-of-Labor. 
The base index (“Base Index”)-for-this Lease is hereby stipulated-to-be
the Consumer Price Index for the month in which the Lease-Term commences, or if
no such index is published-for said month, then the Base-Index shall-be the
Consumer-Price Index-for the month which is nearest, but-prior to, the
Commencement Date. — On each anniversary of the Commencement-Date during the-Lease-Term,
the Base-Rent shall be adjusted so that it-shall-be equal-to the product-of
(a) a fraction, the
numerator-of-which is the Consumer Price Index-for the month in question,-and
the denominator of which is the Base Index, multiplied by (b) the Base
Rent specified-in Section 1.8 hereof prior-to-any adjustment provided;
however, the Base Rent shall not be less than the amount-of-Base-Rent-due on
the immediately prior anniversary of the Commencement Date (or the Commencement
Date itself, -if applicable). — If the index for any anniversary in question is
not published as of the effective date of adjustment,-then Tenant shall
continue to pay the existing Base Rent-due from Tenant until the index
necessary to perform the calculations described herein is published and
Landlord is able to calculate the revised amount of Base Rent due from Tenant,
or, in the-alternative, at Landlord’s-option,-Landlord-shall provide such
comparable-period for adjustment-purposes, using the Consumer Price Index which
is nearest, but prior to, the adjustment date in-question and the Commencement
Date.  Upon the submission of such
calculation-from Landlord, Tenant-shall thereafter pay the adjusted Base
Rent.  Tenant shall-also-pay within
thirty-(30) days after such calculation the-difference between what- Tenant has
paid in Base Rent for the year in question and what Tenant would have paid, had
the-adjustment in-question been made and Base Rent at the adjusted rate
paid-as-of January 1 of said year.


 


4.2                                 If the Consumer Price -Index as now published-shall-be revised or
cease to be compiled and published-during-the Lease-Term,-then the Bureau of
Labor-Statistics shall be requested to furnish a statement converting-the Base
Index to a figure that would be-comparable to another index published by the
Bureau of Labor-Statistics and such other index shall be-used-in


 


6

















 


computing the adjustment in Rent provided
herein.  Should the parties not be able
to secure such appropriate-conversion or adjustment, they-shall-agree on
some-other index serving the same purpose to adjust the Rent-as provided
herein.


 


5.                                       Landlord’s Obligations.


 


5.1                                 Subject to the limitations hereinafter set
forth, Landlord shall furnish Tenant while occupying the Premises and while
Tenant is not in default under this Lease facilities to provide (a) water
at those points of supply provided for general use of tenants of the Building, (b) heat
and air conditioning in season, from 7:00 a.m. to 6:00 p.m.  Monday through Friday and from 7:00 a.m.
to 1:00 p.m. on Saturdays, except for holidays, at temperatures and
amounts reasonably considered by Landlord to be standard such service at night
and on Saturday afternoons, Sundays and holidays to be furnished only at the
written request of Tenant, who shall pay upon demand Landlord’s customary
charges for such services; (c) janitorial services to the Premises on
weekdays other than holidays (such janitorial service shall not include
cleaning or polishing of furniture, the shampooing of carpets or rugs, or any
personal service) and window washing as may, in Landlord’s judgment, be
reasonably required, and (d) subject to Section 5.6 hereof, elevators
for ingress and egress to the floor on which the Premises are located, in
common with other tenants, provided that Landlord may limit the number of
elevators to be in operation at times other than during customary business
hours for the Building and on holidays.  Landlord
also agrees to maintain the public and common areas (the “Common Facilities”)
of the Building, such as lobbies, stairs, corridors and rest rooms, in
reasonably good order and condition, except for damage caused by Tenant, or its
employees, agents or invitees.  If Tenant
desires services specified in this Section at any time other than times
herein designated, such service shall be supplied to Tenant only at the request
of Tenant delivered to Landlord before 3:00 p.m. on the date which is two (2) business
days preceding such extra usage.  Tenant
shall pay to Landlord as Additional Rent the cost of such service upon receipt
of a bill therefore.


 


5.2                                 Landlord shall provide standard electric
lighting and current for Tenant’s use of the Premises and shall make available
electric lighting and current for the common areas of the Building, in the
manner and to the extent deemed by Landlord to be standard.  If Tenant’s use of electric current (a) exceeds
110 volt power, or (b) exceed that required for routine lighting and
operation of general office machines (such as typewriters, dictating equipment,
desk model adding machines and the like) which use 110 volt electrical power,
then the Tenant shall pay on demand the cost (as determined by Landlord) of any
such excess.  Without Landlord’s prior
consent, Tenant shall not install any data processing or computer equipment in
the Premises or any other equipment which it shall require for its use other
than the normal electrical current or other utility service.  Whenever heat generating machines or equipment
(other than general office machines described above) are used in the Premises
by Tenant which affect the temperature otherwise maintained by the air
conditioning system or otherwise overload any utility, Landlord


 


7

















 


shall have the right to install supplemental air
conditioning units or other supplemental equipment in the Premises, and the
cost thereof (as determined by Landlord), including without limitation, the
cost of installation, operation, use and maintenance, shall be paid by Tenant
to Landlord on demand.  The rate charged
by Landlord shall not exceed the rate prevailing for Tenant as a user as
established by the applicable rate classification published from time to time
by the local electric power company or other utility supplier.  The obligation of the Landlord to make
available such utilities shall be subject to the rules and regulations of
the supplier of such utilities and of any municipal or other governmental
authority regulating the business of providing such utility service.  Tenant will be billed monthly for such
additional utility service and all such charges shall be considered due upon
delivery of such bill and be deemed Additional Rent due from Tenant.


 


5.3                                 Landlord shall not be liable or responsible
to Tenant for loss, damages or expense Tenant sustains or incurs if either the
quantity or character of any utility service is changed or is no longer
available or is no longer suitable for Tenant’s requirements.  Tenant covenants and agrees that its use of
electric current shall never exceed the capacity of existing feeders to the
Building or the risers or wiring installations.  Any riser or risers or wiring required or
necessary to meet Tenant’s excess electrical requirements upon written request
of Tenant will be installed by Landlord at the sole cost and expense of Tenant
(if, in Landlord’s sole judgment, the same are necessary and will not cause
permanent damage or injury to the Building or the Premises or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other
tenants.  At any time when Landlord is
making such additional utility service available to the Premises, Landlord may,
at its option, upon not less than thirty (30) days’ prior written notice to
Tenant, discontinue the availability of such additional utility service.  If Landlord gives any such notice of discontinuance,
Landlord shall make all the necessary arrangements with the public utility
supplying the utilities to the Premises with respect to obtaining such
additional utility service to the Premises, but Tenant will contract directly
with such public utility for the supplying of such additional utility service
to the Premises).


 


5.4                                 Failure to any extent to make available, or
any slow-down, stoppage or interruption of, these defined services
resulting from any cause (including, but not limited to, Landlord’s compliance
with (a) any voluntary or similar governmental or business guideline now
or hereafter published or (b) any requirements now or hereafter
established by any governmental agency, board or bureau having jurisdiction
over the operation and maintenance of the Building) shall not render Landlord
liable for damages to person, property, or business, nor be construed as an
eviction of Tenant or work an abatement of Rent, nor relieve Tenant from
fulfillment of any covenant or agreement hereof.  If any equipment or machinery furnished by
Landlord break down or for any cause cease to function properly, Landlord shall
use reasonable diligence to repair same promptly, but Tenant shall have no
claim for abatement of Rent or damages for any reasonable interruptions in
service occasioned thereby or resulting there from.


 


8

















 


5.5                                 Tenant’s obligations to pay Additional Rent
pursuant to this Article 5 shall continue to the actual date of expiration
or termination of this Lease.  If
Landlord terminates this Lease without waiving Landlord’s right to seek damages
against Tenant, Tenant’s obligation to pay any and all Additional Rent pursuant
to this Article 5 shall not terminate as a result thereof.


 


5.6                                 Landlord may at any time remodel or alter the
Building or the Project, or change the location of any entrance thereto, or any
other portion thereof not occupied by Tenant, and the same shall not constitute
a constructive, actual, total or partial eviction.  Landlord reserves the right to regulate at
all times the number of elevators that will be operated in the Building.  Landlord reserves the right to stop the
elevators at any time in cases of breakage, repair or replacement of machinery
or any emergency or accident.


 


6.                                       Reimbursement for Operating Costs.


 


6.1                                 Definitions.  The definitions set forth in
this Subsection 6.1 shall be applied whenever any of the following terms
are used in this Section 6.


 


6.1.1                        Operating Costs: shall mean all costs paid by Landlord or its
representatives in connection with the ownership, management, maintenance,
operation, insuring, repairing, redecorating, cleaning and securing of the
Building, as determined by Landlord to be necessary or appropriate, including,
without limitation, all of the following costs:


 


6.1.1.1                      All wages, salaries, commissions and related
expenses of all on-site and off-site agents, employees and contractors engaged
in the management, operation, maintenance, repair, redecoration, renovation,
cleaning, and security of the Building, plus the costs of all management,
maintenance, and security offices in the Building.


 


6.1.1.2                      All supplies and materials used and labor
charges incurred in the management, operation, maintenance, repair,
redecoration, renovation, cleaning and security of the Building.


 


6.1.1.3                      All equipment purchased or leased for the
performance of Landlord’s obligations hereunder.


 


6.1.1.4                      All management, maintenance, leaning,
security, promotional and other service agreements for the Building and the
equipment therein, including, without limitation, alarm service, security
service, window cleaning, and elevator and escalator maintenance.


 


6.1.1.5                      All accounting, legal and engineering fees
and expenses, including, without limitation, the cost of audits by certified
public accountants.


 


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6.1.1.6                      All insurance premiums, including, without
limitation, fire, casualty, extended coverage, public liability, rent
abatement, boiler, and worker’s compensation insurance applicable to the
Building, Landlord’s employees and Landlord’s personal property used in
connection therewith.


 


6.1.1.7                      All redecorating and renovation (including
painting, wallpapering and floor covering), maintaining and repairing of the
Building and Common Areas, structural or of non-structural nature, including,
without limitation, the mechanical, electrical, heating, ventilating and air
conditioning equipment, landscape maintenance and the replacement of trees and
shrubbery.


 


6.1.1.8                      All removing of trash, rubbish, garbage and
other refuse from the Building, as well as removal of ice and snow from the
sidewalks, driveways and parking lots.


 


6.1.1.9                      All amortization of capital improvements,
determined in a manner consistent with generally accepted accounting
principles, consistently applied, (including accounting, legal, architectural
and engineering fees incurred in connection therewith) made to the Building
subsequent to the Commencement Date which (i) will improve operating
efficiencies or the quality of the Building; (ii) may be required by any
law; or (iii) improve or enhance the health of persons in the Building or
safety of the Building.


 


6.1.1.10                All charges for electricity, gas, water,
sewer, and other utilities furnished to or services or privileges made
available to users of the Building.


 


6.1.1.11                All ad valorem property taxes covering all
real and personal property constituting a part of the Building, including, but
not limited to, all general and special assessments of every kind.


 


6.1.1.12                All other expenses of maintaining, operating,
insuring, securing, managing, cleaning, redecorating, renovating or repairing
the Building, whether or not any of the foregoing shall be designated “real
property tax,” “excise tax,” “business tax” or designated in any other manner,
except the Rent Tax.


 


6.1.2        Notwithstanding any of the foregoing to the contrary,
Operating Costs shall not include:


 


6.1.2.1                      Costs which are directly reimbursed to
Landlord by other tenants.


 


10

















 


6.1.2.2                      Payments on mortgages or ground leases owed
by Landlord.


 


6.1.2.3                      Costs of leasehold improvements for which
Landlord has agreed to pay.


 


6.1.2.4                      Payment of any return on equity to any owner
of the Building.


 


6.1.2.5                      Costs reimbursed by proceeds of insurance.


 


6.1.2.6                      Costs of the initial construction of the
Building or any depreciation thereof.


 


6.1.2.7                      Payments of claims, damages or expenses
resulting from any willful misconduct of Landlord or any of its authorized
representatives.


 


6.1.2.8                      Costs or roof replacement or structural
repairs.


 


6.1.3                        Tenant’s Share.  Shall
mean the percentage that expresses the ratio between the number of rentable
square feet comprising the Premises (4,525), and
the number of rentable square feet of the Building (127,859), which, for the
purposes of the Lease, shall be .035391.


 


6.2                                 Payment of Operating Costs by Tenant.  In
addition to the Base Rent, Tenant agrees to pay as Additional Rent to Landlord
Tenant’s Share of estimated Operating Costs in excess of the Operating Costs
for the Building for 2004, on a per
rentable square foot per annum basis and adjusted as required herein (the
“Initial Operating Costs”), which Additional Rent shall be due in twelve (12)
equal installments in each Lease Year.  All
subsequent payments of Tenant’s Share of Operating Costs shall be due and
payable without demand, deduction or set off in advance on or before the first
day of each month of the Lease Term. 
During any Lease Year within the Lease Term that is less than twelve
(12) full months, any amount to be paid with respect to such period shall be
proportionately adjusted based on that portion of the Lease Year that this
Lease is in effect.


 


6.3                                 Calculation of Operating Costs.  On
or before December 15 of each Lease Year, Landlord shall provide Tenant
with Landlord’s estimate of Tenant’s Share of estimated Operating Costs for the
following Lease Year.  Beginning on the January 1
of each Lease Year the amount of Tenant’s Share of estimated Operating Costs
shall be adjusted to the amount set forth in Landlord’s notice.  As promptly as practicable after the end of
each Lease Year, Landlord shall compute the actual Operating Costs for the
previous Lease Year.  If Tenant’s Share
of the actual Operating Costs is greater than the amount Tenant paid to
Landlord as


 


11

















 


Tenant’s Share of the estimated Operating Costs for
the previous Lease Year, Tenant shall, within fifteen (15) days after receipt
of notice of Tenant’s Share of actual Operating Costs, pay to Landlord as
Additional Rent an amount equal to the difference between Tenant’s Share of
actual Operating Costs and Tenant’s Share of estimated Operating Costs.  If Tenant’s Share of the actual Operating
Costs for any Lease Year is less than the amount Tenant paid to Landlord as
Tenant’s Share of estimated Operating Costs for such Lease Year, such excess
amount shall be applied against the installment of Additional Rent next coming
due until the same has been fully applied.


 


6.4                                 Adjustments to Operating Costs.  Notwithstanding
anything to the contrary contained herein, if the Building is not fully
occupied during any calendar year, appropriate adjustments shall be made to
determine Operating Costs as though the Building has been ninety percent (90%)
occupied in such calendar year.


 


6.5                                 Audit Rights. 
Within thirty (30) days of its receipt of the operating statement,
Tenant at its sole cost and expense shall have the right to review in Landlord’s
offices and during normal business hours Landlord’s records of Operating Costs
stated in the operating statement.  If
within such thirty (30) day period, Tenant does not give written notice stating
in detail reasonable objections to such calculations, Tenant shall be deemed to
have given approval of such calculations. 
Failure to pay such Additional Rent, whether or not under protest, within
said thirty (30) day period and failure to cure such default within ten (10) days
thereafter shall constitute an event of default hereunder.


 


7.                                       Permitted Use.  Tenant
shall use the Premises only for the Permitted Use.  Tenant will not occupy or use the Premises, or
permit any portion of the Premises to be occupied or used, for any business or
purpose other than the Permitted Use or for any use or purpose which is
unlawful in part or in whole or deemed to be disreputable in any manner or
extra hazardous on account of fire, nor shall Tenant use, store, or discharge
any “Hazardous Material” as defined in Section 45 hereof, nor permit
anything to be done which will in any way increase the rate of insurance on the
Building or contents; and if, by act of Tenant, there is any increase in the
rate of insurance on the Building or contents created by Tenant’s acts or
conduct, then such acts of Tenant shall be an event of default hereunder and
Tenant shall pay to Landlord the amount of such increase on demand.  Acceptance of such payment shall not constitute
a waiver of any of Landlord’s other rights provided herein.  Tenant will conduct its business and control
its agents, employees and invitees to not create any nuisance, nor interfere
with, annoy or disturb other tenants or Landlord in the management of the
Building.  Tenant will maintain the
Premises in a clean, healthful and safe condition and will comply with all
laws, ordinances, orders, rules and regulations (state, federal, municipal
and other agencies of bodies having jurisdiction thereof) with reference to the
use, condition or occupancy of the Premises as well as the provisions of all
recorded documents affecting the Building.  Tenant will not, without the prior consent of
Landlord, paint, install lighting or install any signs, window or door
lettering or advertising media of any type on or about the Premises.  Tenant shall not place a load upon any floor
of the Premises exceeding the floor load per square foot which such floor was
designated to carry or


 


12

















 


which is allowed by law.  Landlord hereby reserves the right to
prescribe the weight and position of all safes or other unusually heavy
equipment which must be placed so as to distribute the weight.  Business machines and mechanical equipment
shall be placed and maintained by Tenant, at Tenant’s sole cost and expense, in
settings sufficient in Landlord’s judgment to absorb and prevent transmission
of vibration, noise and annoyance.  Tenant
shall not install or use in the Premises any electrical machinery or appliances
which in Landlord’s sole judgment may overload the electrical wiring or
equipment capacity in the Premises or the Building.


 


8.                                       Tenant’s Repairs and Alterations.


 


8.1                                 Tenant will not deface or injure the
Building, and will pay the cost of repairing any damage or injury done to the
Building or any part thereof by Tenant or Tenant’s agents, employees or
invitees.  Tenant shall take good care of
the Premises and keep them free from waste and nuisance of any kind.  Tenant shall keep the Premises, including all
fixtures installed by Tenant, in good condition, and to make all necessary
non-structural repairs except those caused by fire, casualty or acts of God
covered by Landlord’s insurance policy covering the Building, (if any). The performance
by Tenant of its obligations to maintain and make repairs shall be conducted
only by contractors and subcontractors consented to by Landlord, and Tenant
shall procure and maintain and shall cause such contractors and subcontractors
engaged by or on behalf of Tenant to procure and maintain insurance coverage
against such risks, in such amounts and with such companies as Landlord
requires in connection with such maintenance and repair.  Tenant shall prohibit any contractor it
engages or subcontractor or material suppliers engaged through such contractor
from filing any notice or notices of commencement of public record as a part of
or in connection with work on
the Premises.  Tenant hereby further
covenants and agrees to provide Landlord with copies of any notices Tenant
receives in connection with such work.


 


8.2                                 If Tenant fails to make the repairs described
above within fifteen (15) days after the occurrence of the damage or injury,
Landlord may at its option make such repair, and Tenant shall, upon demand
therefore, pay Landlord one hundred ten percent (110%) of the cost thereof.  At the end or other termination of this Lease,
Tenant shall deliver the Premises with all improvements located thereon (except
as otherwise herein provided) in good repair and condition, reasonable wear and
tear excepted; and shall deliver to Landlord all keys to the Premises.


 


8.3                                 Tenant will not make or allow to be made any
alterations or physical additions in or to the Premises without the prior
written consent of Landlord.  All
alterations, additions or improvements (whether temporary or permanent in
character) made in or upon the Premises by Landlord or Tenant shall be Landlord’s
property on termination or expiration of this Lease and shall remain on the
Premises without compensation to Tenant, provided that Landlord, at its option,
may by notice to Tenant, require Tenant to remove any such alterations,
additions


 


13

















 


or improvements at Tenant’s cost and restore the
Premises to the condition of the Premises at the Commencement Date, normal wear
and tear excepted.  All furniture,
movable trade fixtures and equipment installed by Tenant may be removed by
Tenant at the termination of this Lease if Tenant elects, and shall be removed
if required by Landlord, or if not removed shall, at the option of Landlord,
become the property of Landlord.  All
such installations, removals and restoration shall be accomplished in a good
workmanlike manner so as not to damage the Premises or the structure of the
Building or the plumbing, electrical or other utilities.


 


8.4                                 There shall be no allowance to Tenant for a
diminution of rental value of the Premises and no liability on the part of
Landlord for inconvenience, annoyance or injury to business arising from
Landlord, Tenant or others making any repairs, alterations, additions, or
improvements in or to any portion of the Project or the Premises, or in or to
any fixtures or personal property attached thereto or located therein.


 


9.                                       Subletting and Assigning.


 


9.1                                 Tenant shall not assign, mortgage or encumber
this Lease, nor sublet, suffer or permit the Premises or any part thereof to be
used by others, without the prior consent of Landlord, which shall
not be unreasonably withheld. 
If this Lease is assigned, or if the Premises or any part hereof be
sublet or occupied by anyone other than Tenant, without Landlord’s prior
consent, Landlord may collect from the assignee, subtenant or occupant, and
apply the net amount collected to the Rent, but no such assignment, subletting,
occupancy or collection shall be a waiver of this covenant, or the acceptance
of the assignee, subtenant or tenant, or a release of Tenant from the further
performance of its covenants herein contained.  The consent by Landlord to an assignment or
subletting shall not be construed to relieve Tenant from obtaining Landlord’s
consent to any further assignment or subletting.


 


9.2                                 For the purposes of this Lease, an
“assignment” prohibited by this Section 9 shall be deemed to include the
following: if Tenant is a partnership, a withdrawal or change (voluntary,
involuntary, by operation of law) of any one or more of the partners thereof,
if such withdrawal represents twenty-five (25%) or more of the partners in the
partnership as then constituted, or the dissolution of the partnership; or, if
Tenant consists of more that one person, a purported assignment, transfer,
mortgage of encumbrance (voluntary, involuntary, by operation of law or
otherwise) from one thereof to the other or other thereof, or to any third
party; or, if Tenant is a corporation, any dissolution, merger, consolidation
or other reorganization of Tenant, or any change in the ownership (voluntary,
involuntary, by operation of law, creation of new stock or otherwise) of fifty
percent (50%) or more of its capital stock from the ownership existing on the
date of execution hereof, or, the sale of fifty percent (50%) of the value of
the assets of Tenant.


 


14

















 


9.3                                 Notwithstanding the foregoing,
without Landlord’s consent, but upon ten (10) days’ written notice to
Landlord, this Lease may be assigned, or the Premises may be sublet, to any
corporation which is a parent, subsidiary or affiliate of Tenant.  For the purposes of this Section 9, a
“parent” shall mean a corporation which owns not less than one hundred percent
(100%) of the outstanding stock of Tenant, a “subsidiary” shall mean any
corporation not less than one hundred percent (100%) of whose outstanding stock
shall be owned by Tenant, and an “affiliate” shall mean any corporation not
less than one hundred percent (100%) of whose outstanding stock shall be owned
by Tenant’s parent.


 


9.4                                 No less than thirty’
(30) days prior to the effective date of a proposed assignment or sublease
(other than one made pursuant to Subsection 9.3), Tenant shall offer to
reconvey to Landlord, as of said effective date, that portion of the Premises
which Tenant is seeking to assign or sublet, which offer shall contain an
undertaking by Tenant to accept, as full and adequate consideration for the
reconveyance, Landlord’s release of Tenant from all future Rent and other
obligations under this Lease for the Premises or portion thereof so
reconveyed.  Landlord, in its absolute
discretion, shall accept or reject the offered reconveyance within thirty (30)
days of the offer.  If Landlord accepts,
the reconveyance shall be evidenced by an agreement acceptable to Landlord in
form and substance.  If Landlord fails to
accept or reject the offer within the thirty (30) day period, Landlord shall
have rejected the offer.


 


9.5                                 If Landlord rejects or
is deemed to have rejected Tenant’s offer of reconveyance and if Landlord gives
its consent to any assignment of this Lease or to any sublease, or if Tenant is
otherwise permitted to make any assignment or sublease pursuant to this Lease,
Tenant shall in consideration therefore, pay to Landlord, as Additional Rent:


 


9.5.1                        For an assignment, an amount
equal to all sums and consideration paid to Tenant by the assignee for or by
reason of such assignment (including any sums paid for the sale, rental, or use
of Tenant’s Property in excess of the then unamortized value of Tenant’s
Property as reflected in Tenant’s federal income tax returns) less the
reasonable brokerage commissions and legal fees, if any, actually paid by
Tenant in connection with such assignment; and


 


9.5.2                        For a sublease, any rents,
additional charge or other consideration payable under the sublease to Tenant
by the subtenant (including any sums paid for the sale, rental or use of Tenant’s
Property in excess of the then unamortized value of Tenant’s Property as
reflected in Tenant’s federal income tax returns) that are in excess of the
Rent during the term of the sublease with respect to the subleased space, less
the reasonable brokerage commissions and legal fees, if any, actually paid by
Tenant in connection with such subletting.


 


The sums payable under this Subsection 9.5
shall be paid to Landlord as and when payable by the assignee or subtenant to
Tenant.


 


9.6                                 Tenant shall reimburse
Landlord on demand for any reasonable costs that Landlord may incur in
connection with said assignment or sublease, including the reasonable


 


15

















 


costs of Investigating the acceptability of
the proposed assignee or subtenant, and reasonable legal costs incurred in
connection with the granting of any requested consent.


 


9.7                                 No assignment or
subletting shall affect the continuing primary liability of Tenant (which,
following assignment, shall be joint and several with the assignee), and Tenant
shall not be released from performing any of its obligations hereunder.


 


10.                                 Indemnity.  Landlord shall not be liable for and Tenant
will indemnify and save harmless Landlord of and from all fines, suits,
demands, losses and actions (including attorneys’ fees) for any injury to
person or damage to or loss of property on or about the Premises caused in
whole or in part by the negligence or misconduct of, or breach of the Lease by
Tenant and its employees, subtenants, invitees or by any other person entering
the Premises, the Building, or the Project under express or implied invitation
of Tenant, or arising out of Tenant’s use of the Premises.  Landlord shall not be liable or responsible
for any loss or damage to any property or death or injury to any person
occasioned by theft, fire, act of God, public enemy, criminal conduct of third
parties, injunction, riot, strike, insurrection, war, court order, requisition
of other governmental body or authority, by other tenants of the Building or
any other matter, or for any injury or damage or inconvenience which may arise
through repair or alteration of any part of the Building, or failure to make
repairs, or from any cause whatever except Landlord’s willful misconduct.  Landlord shall not be liable for any loss of
Tenant’s business revenue.


 


11.                                 Subordination and
Mortgagee’s Right to Cure Landlord’s Defaults.  This Lease and all rights of Tenant hereunder
are subject and subordinate to any deeds to secure debt, mortgages or any other
instruments of security, as well as to any ground leases, that now or hereafter
cover all or any part of the Building, the land situated beneath the Building
or any interest of Landlord therein, and to any and all advances made on the
security thereof, and to any and all increases, renewals, modifications,
consolidations, replacements and extensions of any such instruments.  This provision shall be self-operative and no
further instrument shall be required to effect such subordination of this
Lease.  Tenant shall, however upon demand
execute, acknowledge and deliver to Landlord any and all instruments and
certificates that in the judgment of Landlord may be necessary or proper to
confirm or evidence such subordination. 
Notwithstanding the generality of the foregoing provisions of this
Section, Tenant agrees that any such mortgagee shall have the right at any time
to subordinate any such instruments to this Lease on such terms and subject to
such conditions as such mortgagee may deem appropriate.  Tenant further covenants and agrees upon
demand by Landlord’s mortgagee at any time, before or after the institution of
any proceedings for the foreclosure of any such instruments, or sale of the
Building pursuant to any such instruments, to attorn to such purchaser upon any
such sale and to recognize such purchaser as Landlord under this Lease.  The agreement of Tenant to attorn upon demand
of Landlord’s mortgagee contained in the immediately preceding sentence shall
survive any such foreclosure sale. 
Tenant shall upon demand at any time or times before or after any such
foreclosure sale, execute, acknowledge and deliver to Landlord’s mortgagee any
and all instruments and certificates that in the judgment of Landlord’s
mortgagee may be necessary or proper to confirm or evidence such
attornment.  Tenant hereby irrevocably
appoints Landlord’s


 


16

















 


mortgagee as Tenant’s agent and
attorney-in-fact for the purpose of executing, acknowledging and delivering any
such instruments and certificates.


 


12.                                 Rules and
Regulations.  Tenant and Tenant’s
agents, employees and invitees will comply with all the rules and
regulations of the Building that are attached hereto as Exhibit “D”
and incorporated herein by reference. 
Landlord in its sole judgment shall have the right to change such rules and
regulations or to promulgate other rules and regulations in a manner
deemed advisable for safety, care, or cleanliness of the Building and related
facilities or premises, and for preservation of good order therein, all of
which rules and regulations, changes and amendments will be forwarded to
Tenant in writing and shall be carried out and observed by Tenant.  Tenant shall further be responsible for the
compliance with such rules and regulations by the employees, servants,
agents, visitors and invitees of Tenant.


 


13.                                 Inspection.  Landlord or its officers, agents, and
representatives shall have the right to enter into and upon any and all parts
of the Premises at all reasonable hours (or, in any emergency, at any hour) to (a) inspect
same or clean or make repairs or alterations or additions as Landlord may deem
necessary (but without any obligation to do so, except as expressly provided
for herein) or (b) show the Premises to prospective tenants, purchasers or
lenders; and Tenant shall not be entitled to any abatement or reduction of Rent
by reason thereof, nor shall such be deemed to be an actual or constructive
eviction.


 


14.                                 Condemnation.  If the
Premises, or any part thereof, or if the Building or any portion of the
Building, leaving the remainder of the Building unsuitable for use as an office
building comparable to its use on the Commencement Date of this Lease, shall be
taken or condemned in whole or in part for public purposes, or sold in lieu of
condemnation, then the Lease Term shall, at the sole option of Landlord,
forthwith cease and terminate.  All
compensation awarded for any taking (or sale proceeds to lieu thereof) shall be
the property of Landlord, and Tenant shall have no claim thereto, the same
being hereby expressly waived by Tenant.


 


15.                                 Casualty.  If the Building is totally destroyed by fire
or other casualty or if the Premises or Building is so damaged that rebuilding
or repairs cannot be completed within one hundred eighty (180) days after the
date of such damage, Landlord or Tenant may at its option terminate this Lease,
in which event the Rent shall be abated during the unexpired portion of this
Lease effective from the date of such damage. 
If the Building or the Premises are damaged by fire, tornado or other
casualty covered by Landlord’s insurance, but only to such extent that
rebuilding or repairs can be completed within one hundred eighty (180) days
after the date of such damage, or if the damage should be more serious but
neither Landlord nor Tenant elects to terminate this Lease, Landlord shall
within ninety (90) days after the date of such damage commence to rebuild or
repair the Building and/or Premises and proceed with reasonable diligence to
restore the Building and/or Premises to not less than substantially the same
condition


 


17

















 


in which it was immediately prior to the
casualty, except Landlord shall not be required to rebuild, repair or replace
any part of the furniture, equipment, fixtures and other improvements which may
have been placed by Tenant in the Premises. 
There shall be a fair diminution of Rent during the time the Premises
are unfit for occupancy.  If any
mortgagee under a deed to secure debt, security agreement or mortgage requires
the insurance proceeds be applied against the mortgage debt, Landlord shall
have no obligation to rebuild and this Lease shall terminate upon notice to
Tenant; provided, however, that Landlord shall notify Tenant, within thirty
(30) days after any such mortgagee gives a notice to Landlord of such election
to apply such proceeds against the mortgage debt, of the fact that such
mortgagee has done so.  Except as hereinafter
provided, any insurance which may be carried by Landlord or Tenant against loss
or damage to the Building or to the Premises shall be for the sole benefit of
the party carrying such insurance and under its sole control.


 


16.                                 Holding Over.  Should
Tenant hold over in the Premises after the expiration of the Lease Term, unless
otherwise agreed to in writing by Landlord, such holding over shall constitute
a tenancy at will, at a daily rental equal to twice 150% the daily Rent payable for the last month of the Lease
Term, and Tenant shall pay to Landlord all damages that Landlord may suffer on
account of Tenant’s failure to surrender to Landlord possession of the
Premises, and Tenant will indemnify and save Landlord harmless from and against
all claims made by any succeeding tenant of the Premises against Landlord
because of Landlord’s delay in delivering possession of the Premises to said
succeeding tenant resulting from the holdover by Tenant of the Premises.  The inclusion of the preceding sentence shall
not be construed as Landlord’s consent for Tenant to hold over.


 


17.                                 Taxes on Tenant’s Property.  Tenant
shall be liable for all taxes levied or assessed against personal property,
furniture or fixtures placed by Tenant in the Premises (herein called “Tenant’s
Property”).  If any such taxes for which
Tenant is liable are levied or assessed against Landlord or Landlord’s property
and if Landlord elects to pay the same or if the assessed value of Landlord’s
property is increased by inclusion of personal property, furniture or fixtures
placed by Tenant in the Premises, and Landlord elects to pay the taxes based on
such increase, Tenant shall pay to Landlord upon demand that part of such taxes
for which Tenant is primarily liable hereunder.


 


18.                                 Events of Default.  The
following shall be events of default by Tenant under this Lease:


 


18.1                           Tenant shall fail to pay when due any Rent or other sums payable by
Tenant hereunder (or under any other lease now or hereafter executed by Tenant
in connection with the Building).


 


18.2                           Tenant shall fail to comply with or observe any other provision of this
Lease (or any other lease now or hereafter executed by Tenant in connection
with the Building), each provision being of the essence hereof (and thereof);
any such breach shall be deemed and


 


18

















 


construed to be of the very substance of this
Lease.  Tenant shall not be in default of
this Lease with respect to any non-monetary obligation until Tenant has
received any notice from Landlord required under this Lease that a breach of
such non-monetary obligation has occurred and Tenant has failed to remedy said
breach within the period of time provided in this Lease following receipt of
such notice.  Should the non-monetary
breach reasonably require more than the specific cure period provided in this
Lease, if any, to remedy, then Tenant shall not be in breach provided it has
taken steps within such cure period to remedy the breach and continues
diligently to do so.


 


18.3                           Tenant or any guarantor of
Tenant’s obligations hereunder shall make an assignment for the benefit of
creditors.


 


18.4                           Any voluntary or involuntary
petition shall be filed by or against Tenant or any guarantor of Tenant’s
obligations hereunder under any section or chapter of the Federal
Bankruptcy Code, as amended from time to time, or under any similar law or
statute of the United States or any State thereof; or Tenant or any guarantor
of Tenant’s obligations hereunder shall be adjudged bankrupt or insolvent in
proceedings filed there under.


 


18.5                           A receiver or trustee shall
be appointed for all or substantially all of the assets of Tenant or any
guarantor of Tenant’s obligations hereunder.


 


18.6                           Tenant shall desert or vacate the Premises.


 


18.7                           Any writ of execution,
attachment, or garnishment shall be levied against any interest of Tenant in
this Lease, the Premises, or any property located in the Premises.


 


19.                                 Remedies.  If Tenant defaults under this Lease, then
without any notice or demand to Tenant whatsoever, Landlord shall have the
right (but not any duty) to exercise, on a cumulative basis, any or all of the
following remedies:


 


19.1                           Landlord may continue this
Lease in full force and effect, and proceed to collect all Rent when due.


 


19.2                           Landlord may terminate this
Lease by written notice to Tenant.  The
termination shall be effective as of the date specified by Landlord in its
notice of termination and Tenant waives any and all rights it may have to
receive notice to vacate the Premises, the notice to vacate under LSA-C.C.P.
art. 4701.  Landlord may thereafter lease
the Premises for such price and on such terms as may be immediately obtainable
and hold Tenant liable not only for the Rent due and other obligations incurred
to the date of termination but also for the excess, if any, of the net amount that
would have been realized by Landlord under this Lease after the termination
over the net amount realized from the new tenant or tenants after deduction of
all costs incurred by Landlord in reletting the Premises and in collecting the
rent in connection therewith.


 


19

















 


19.3                           Landlord may accelerate and
declare immediately due and payable all Rent for the entire unexpired term of
this Lease.


 


19.4                           Landlord may declare
immediately due and payable the Rent for any part of the unexpired term of this
Leased (including any additional renewal periods for which Tenant shall have
become obligated) and thereafter one or more times Landlord may declare
immediately due and payable such Rent for any additional part or parts of the
unexpired term of this Lease.  Landlord
may proceed to effect collection of any such accelerated Rent together with any
other Rent and other obligations that may be or become due by the Tenant
hereunder.


 


19.5                           Landlord may cure any
default at Tenant’s cost.  If Landlord at
any time, by reason of Tenant’s default, pays any sum to cure any default, the
sum so paid by Landlord shall be immediately due from Tenant to Landlord on
demand, and shall bear interest at the Default Rate from the date paid by Landlord
until Landlord shall have been reimbursed by Tenant.  Said sum, together with interest thereon,
shall be Additional Rent.


 


19.6                           Landlord may apply all or part of the Security Deposit, as provided in Section 3.4.


 


19.7                           Landlord may exercise any or
all other rights or remedies available at law or equity, including, without
limitation, the right to obtain restraining orders, injunctions and decrees of
specific performance.


 


19.8                           Landlord may obtain an
injunction by any court of competent jurisdiction restraining any threatened
breach or any continuing breach of any of Tenant’s covenants hereunder.  Any right granted in this Section 19 to
Landlord in the event of a default by Tenant hereunder shall apply to any
extension or renewal of this Lease.  No
act or thing done by Landlord or Landlord’s employees or agents during the
Lease Term shall be deemed an acceptance of a surrender of the Premises.  No waiver by Landlord of any default of
Tenant hereunder shall be implied from any inaction by Landlord on account of
such default if such default persists or is repeated, and no express waiver
shall affect any default other than the default specified in the express waiver
and then only for the time and to the extent therein stated.  The receipt by Landlord of Rent with
knowledge of the breach of any covenant of Tenant contained in this Lease shall
not be deemed a waiver of such breach. 
If on the Commencement Date or thereafter during the Lease Term, Tenant
shall be in default in the payment of rent to Landlord pursuant to the terms of
any other lease(s) with Landlord or with Landlord’s predecessor in interest,
Landlord may, at Landlord’s option and without notice to Tenant, add the amount
of such arrearages to any monthly installment of Base Rent or Additional Rent
payable hereunder and the same shall be payable to Landlord as Additional Rent.


 


19.9                           In all cases under this
Paragraph 19, Landlord shall have the obligation to mitigate its damages, but
only to the extent required by state law.


 


20

















 


20.                                 Attorneys’
Fees.  If Landlord brings any action
under this Lease or consults or places said Lease, or any amount payable by
Tenant hereunder, with an attorney concerning or for the enforcement of
Landlord’s rights hereunder, Tenant agrees in each and any such case to pay
Landlord all costs, including, but not limited to, court costs and attorney’s
fees in connection therewith.


 


21.                                 Security
Interest.  Tenant recognizes and
acknowledges Landlord’s lessor’s lien and privilege under applicable provisions
of Louisiana law, as the same may change, from time to time, and acknowledges
and recognizes all of Landlord’s rights and remedies with respect thereto upon
any default by Tenant of any provisions under this Lease which may now or
hereafter be available to Landlord under Louisiana law.


 


22.                                 Liens.
 Tenant will not permit any lien to be
placed upon the Premises, the Building or any improvements thereon during the
Lease Term caused by or resulting from any work performed, materials furnished
or obligation incurred by or at the request of Tenant.  All persons contracting with Tenant for the
construction and installation of improvements to or alteration or repair of the
Premises and all materialmen, contractors, mechanics and laborers are hereby
charged with notice that they must look to Tenant’s interest in the Premises
only to secure payment of any bill for work done or materials furnished during
the Lease Term.  In the case of the
filing of any such lien, Tenant will promptly pay or otherwise discharge the
same.  If default in payment or discharge
thereof shall continue for twenty (20) days after notice thereto from Landlord
to Tenant, Landlord shall have the right at Landlord’s option of paying the
same without inquiry as to the validity thereof, and any amounts so paid,
including expenses and interest, shall be so much Additional Rent hereunder due
from Tenant to Landlord and shall be repaid to Landlord immediately on demand.


 


23.                                 Waiver
of Subrogation.  Each party to this
Lease (the “Waiving Party”) hereby waives any cause of action it might have
against the other party hereto on account of any loss or damage that is covered
by any insurance policy that covers the Premises, Tenant’s fixtures, personal
property, leasehold improvements or business and which names Tenant as a party
insured, it being understood and agreed that this provision is cumulative of Section 10
hereof.  Tenant shall require its
insurance carrier to endorse all applicable policies waiving the carrier’s
rights of recovery under subrogation or otherwise against Landlord.


 


24.                                 Tenant’s
Insurance.  Tenant shall carry (at
its sole expense during the Term):


 


(i) all-risk
property insurance, insuring Tenant’s interest in its improvements to the
Premises and any and all furniture, fixtures, equipment, supplies, inventory,
contents and other property owned, leased, held or possessed by Tenant and
contained therein, such insurance coverage to include.business
interruption insurance for one hundred percent (100%) of Tenant’s gross
revenues for a period of twelve (12) months.  Such insurance shall be in an amount equal to
the full replacement cost of such improvements and property, as such may
increase from time to time, without deduction for depreciation, providing
protection against all perils included within


 


21

















 


the
classification of fire, extended coverage, vandalism, malicious mischief,
special extended peril (all risk), boiler and machinery, flood, glass breakage
and sprinkler leakage, and naming Landlord as loss payee as its interest may
appear;


 


(ii) worker’s
compensation insurance required by applicable law;


 


(iii) comprehensive or
commercial general liability insurance on an occurrence basis for injury to or
death of a person or persons and for damage to property occasioned by or
arising out of any construction work being done on the Premises, or arising out
of the condition, use, or occupancy of the Premises, or other portions of the
Building or Property, and covering Tenant’s indemnification obligations imposed
by Paragraph 15 of this Lease, the limits of such policy or policies to be in
amounts not less than One Million and No/100 Dollars ($1,000,000) in primary
liability coverage and Five TWO Million
and No/100 Dollars ($5,000,000 2,000,000) in
excess liability coverage; and


 


(iv) primary automobile
liability-insurance with limits of not less than One Million and No/100 Dollars
($1,000,000) per occurrence, covering owned and non-owned vehicles used by Tenant.


 


Landlord retains the right,
in its sole discretion, to increase the amount of insurance required to be
carried by Tenant not more frequently than annually based on such factors as
inflation, Tenant’s insurance claims history, the advice of Landlord’s
insurance advisors and any other relevant factors.  Landlord and Tenant shall each have included
in all policies of insurance respectively obtained by them with respect to the
Building or Premises a waiver by the insurer of all right of subrogation
against the other (and, with respect to Tenant’s insurance, against Landlord’s
property manager) in connection with any loss or damage insured against.  To the full extent permitted by law, Landlord
and Tenant each waives all right of recovery against the other (and, with respect
to Tenant, against Landlord’s property manager), and agrees to release the
other from liability for loss or damage to the extent such loss or damage is
covered by valid and collectible insurance in effect at the time of such loss
or damage; provided, however, that the foregoing release by each party is
conditioned upon the other party’s carrying insurance with the above described
waiver of subrogation, and if such coverage is not obtained or maintained by
either party, then the other party’s foregoing release shall be deemed to be
rescinded until such waiver is either
obtained or reinstated.  All said
insurance policies shall be carried with companies licensed to do business in
the state in which the Premises are located reasonably satisfactory to Landlord
and shall be noncancellable except after thirty (30) days written notice to
Landlord.  Each policy shall name
Landlord and Landlord’s property management company as additional insureds and
provide that it is primary to, and not contributing with, any policy carried by
Landlord, Landlord’s property manager, or other designated person covering the
same loss.  Tenant shall deliver duly
executed certificates of such insurance to Landlord prior to the Commencement
Date and at least thirty (30) days prior to the expiration of each respective
policy term.  No insurance policy or
policies required to be carried by Tenant will be subject to more


 


22

















 


than a $10,000.00 deductible limit without
Landlord’s prior written consent. 
Landlord reserves the right to require Tenant to carry such other
insurance (including, without limitation and as applicable, plate glass
insurance, automobile liability insurance, builder’s risk insurance and liquor
liability insurance) and endorsements in such amounts as Landlord in its sole
discretion may deem necessary or appropriate. 
If Tenant fails to take out or keep in force any insurance required to
be carried by Tenant, or to provide evidence of the same, Landlord shall have
the right, but shall not be obligated, to obtain such insurance at the sole
cost and expense of Tenant, and Tenant shall reimburse Landlord for the cost
thereof upon demand.  If, due to the
failure of Tenant to comply with the foregoing provisions, Landlord is adjudged
a co-insurer by its insurance carrier, then any loss or damage Landlord shall
sustain by reason thereof shall be borne by Tenant and shall be immediately
paid by Tenant upon receipt of a bill therefore from Landlord and evidence of
such loss.  Landlord makes no
representation that the minimum limits of liability specified to be carried by
Tenant hereunder are adequate to protect Tenant.


 


25.                                 Brokerage.  Corporate
Realty, Inc. has
represented Landlord and Tenant in
this transaction.  Corporate Realty, Inc. shall be paid a commission by Landlord in
connection with this Lease under a separate agreement dated January 16, 2001.  Tenant warrants that it has had no
dealings with any broker or agent in connection with the negotiation or
execution of this Lease other than with the brokers specifically identified
above, and Tenant agrees to indemnify Landlord against all costs, expenses,
attorneys’ fees or other liability for commissions or other compensation or
charges claimed by any broker or agent claiming the same by, through or under
Tenant, other than with the brokers specifically identified above.  Tenant shall cause the broker representing
Tenant to execute a lien waiver to and for the benefit of Landlord, waiving all
lien rights with respect to the Building or Project such broker has or might
have.


 


26.                                 Building
Name.  Without the prior written
consent of Landlord, Tenant shall not use the words “3445 North Causeway
Boulevard Office Building” or the name of the Building for any purposes other
than as the address of the business to be conducted by Tenant in the
Premises.  Landlord reserves the right to
change the name or number by which the Building or the Project is designated.


 


27.                                 Estoppel
Certificates.  Tenant shall furnish
from time to time when requested by Landlord or the holder of any deed to
secure debt or mortgage covering the Building, the Premises, or any interest of
Landlord therein, a certificate signed by Tenant confirming and containing such
certifications and representations deemed appropriate by Landlord or the holder
of any deed to secure debt or mortgage covering the Building, the Premises or
any interest of Landlord therein, and Tenant shall, within ten (10) days
following receipt of said certificate from Landlord, return a fully executed
copy of said certificate to Landlord.  If
Tenant fails to return a fully executed copy of such certificate to Landlord
within said period, Tenant shall have approved and confirmed all of the
provisions contained in such certificate.


 


28.                                 Notices.  Each provision of this Lease, or of any
applicable laws, ordinances, regulations, and other requirements with reference
to the sending, mailing or delivery of any


 


23

















 


notice, or with reference to the making of
any payment by Tenant to Landlord, shall be deemed to be complied with when and
if the following steps are taken:


 


28.1                           Rent
and other payments required to be made by Tenant to Landlord hereunder shall be
payable to Landlord at Landlord’s Address set forth in Section 1.5 or at
such other address as Landlord may specify from time to time by written notice
delivered in accordance herewith, and


 


28.2                           Any
notice or document required to be delivered hereunder shall be deemed to be
delivered if actually received and whether or not received when deposited in
the United States mail, postage prepaid, certified or registered mail (with or
without return receipt requested), addressed to the parties hereto at the
respective addresses set forth in Article 1 or at such other address as
either of said parties shall have theretofore specified by written notice
delivered in accordance herewith.


 


29.                                 Force
Majeure.  When a period of time is
prescribed for any action to be taken by Landlord, Landlord shall not be liable
or responsible for and there shall be excluded from the computation for any
such period of time, any delays due to strikes, riots, acts of God, shortages
of labor or materials, war, laws, regulations or restrictions or any other
causes of any kind whatsoever which are beyond the control of Landlord.


 


30.                                 Severability.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under present or future laws effective during
the Lease Term, then and in that event, it is the intention of the parties
hereto that the remainder of this Lease shall not be affected thereby, and it
is also the intention of the parties to this Lease that in lieu of each clause
or provision of this Lease that is illegal, invalid or unenforceable, there be
added as a part of this Lease a clause or provision as similar in terms to such
illegal, invalid or unenforceable clause or provision as may be possible and be
legal, valid and enforceable.


 


31.                                 Amendments;
Binding Effect.  This Lease may not
be altered, changed or amended, except by instrument in writing signed by both
parties hereto.  No provision of this
Lease shall be deemed to have been waived by Landlord unless such waiver be in
writing signed by Landlord and addressed to Tenant, nor shall any custom or
practice which may evolve between the parties in the administration of the
terms hereof be construed to waive or lessen the right of Landlord to insist
upon the performance by Tenant in strict accordance with the terms hereof.  The terms and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon the parties
hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided.


 


32.                                 Quiet
Enjoyment.  Provided Tenant has
performed all of the terms and conditions of this Lease, including the payment
of Rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and
enjoy the Premises for the Lease Term, without hindrance from Landlord, subject
to the terms and conditions of this Lease.


 


24

















 


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


 


34.                                 Joint
and Several Liability.  If there is
more than one Tenant, the obligations hereunder imposed upon Tenant shall be
joint and several.  If there is a
guarantor of Tenant’s obligations hereunder, the obligations hereunder imposed
upon Tenant shall be joint and several obligations of Tenant and such guarantor
and Landlord need not first proceed against Tenant before proceeding against
such guarantor nor shall any such guarantor be released from its guaranty for
any reason whatsoever, including without limitation, in case of any amendments
hereto, waivers hereof or failure to give such guarantor any notices hereunder.


 


35.                                 Captions.  The captions contained in this Lease are for
convenience of reference only, and in no way limit or enlarge the terms and
conditions of this Lease.


 


36                                    Exhibits
and Attachments.  All exhibits,
attachments, riders and addenda referred to in this Lease are incorporated into
this Lease and made a part hereof for all intents and purposes.


 


37.                                 No
Joint Venture.  Landlord and Tenant
are not and shall not be deemed to be partners or joint venturers with each
other.


 


38.                                 Time
of the Essence.  Time is of the
essence with regard to each provision of this Lease.


 


39.                                Evidence
of Authority.  If Tenant is other
than a natural person, Tenant shall deliver to Landlord such legal
documentation as Landlord may request to evidence the authority of those
signing this Lease to bind the Tenant.


 


40.                                Governing
Law.  This Lease shall be construed
and interpreted in accordance with and governed by the laws of the state in
which the Premises are located.


 


41.                                 Entire
Agreement.  This Lease constitutes
the entire agreement between the parties, and there is no other agreement
between the parties relating in any manner to the Project.


 


42.                                 Exculpation.
 The term Landlord as used in this Lease
so far as covenants or obligations on the part of Landlord are concerned shall
be limited to mean and include only the owner or owners at the time in question
of the Landlord’s interest in the Building. 
Tenant acknowledges and agrees, for itself and its successors and
assigns, that no trustee, director, officer, employee or agent of Landlord
shall be personally liable for any of the terms, covenants or obligations of
Landlord hereunder, and Tenant shall look solely to Landlord’s interest in the
Building for the collection of any judgment (or enforcement or any other
judicial process)


 


25

















 


requiring the payment of money by Landlord
with respect to any of the terms, covenants and conditions of this Lease to be
observed or performed by Landlord and no other property or assets of Landlord
shall be subject to levy, execution or other enforcement procedures for the
satisfaction of any obligation due Tenant or its successors or assigns.


 


43.                                 Covenants
are Independent.  Each covenant of
Landlord and Tenant under this Lease is independent of each other covenant
under this Lease, and no default by either party in performance of any covenant
shall excuse the other party from the performance of any other covenant.


 


44.                                 Right
to Relocate.  Landlord shall have the
unrestricted and unconditional right to relocate Tenant from the Premises to
any other office space in the Project. 
Landlord shall deliver notice to Tenant of Landlord’s desire to relocate
Tenant, together with a proposal for the area to which such Premises shall be
relocated.  Should Landlord exercise its
right to relocate Tenant under this Section, (i) expenses of said
relocation, including, but not limited to, the employment of a professional
moving company, relocation of telephone systems, and reprinting of stationary
and other pre-printed material in the quantity and quality of existing stock,
or of any necessary renovation or alteration, as calculated by Landlord prior
to any relocation shall be paid by Landlord, and (ii) following
such relocation, the substituted space shall for all purposes thereinafter
constitute the Premises and all terms and conditions of this Lease shall apply
with full force and effect to the Premises so relocated.  If Tenant has not relocated its premises
within thirty (30) days after Landlord notifies Tenant of Landlord’s desire to
relocate Tenant, Landlord shall have the right to terminate this Lease by
giving notice of such termination to Tenant (the “Termination Notice”).  Such termination shall be effective upon any
date selected by Landlord in the Termination Notice that is at least ten (10) days
after the Termination Notice.  Tenant
hereby further covenants and agrees to promptly execute and deliver to Landlord
any lease amendment or other such document appropriate to reflect the changes
in the Lease described or contemplated above.


 


45                                    Hazardous
Materials


 


45.1                           Landlord
Studies.  Landlord has heretofore
engaged one or more independent contractors to perform limited surveys at the
Building to determine if hazardous materials exist on or at the Building
(whether one or more, the “Survey”).  The
Survey discloses the existence of substances in the Building that may be regulated
by applicable environmental laws.  The
Survey discloses the existence of substances in the Building that may be
regulated by applicable environmental laws. 
The scope of visual inspection, testing, and sampling performed in
connection with the Survey is set forth in the written report (whether one or
more, the “Written Report”) submitted to Landlord by independent contractor(s)
performing the Survey.  However, the
Tenant is advised that neither extensive testing nor sampling of any portion of
the Building was performed in connection with the Survey of the Building.  A copy of each Written Report is on file in
the Building Manager’s office and Tenant shall have the right to inspect each
such report.  Except as expressly stated
in the next following sentence, Landlord makes no


 


26

















 


representations or warranties whatsoever
(express or implied) to Tenant regarding (x) the Survey (including, without
limitation, the contents, accuracy and/or scope thereof) or the Written Report
or (y) the presence or absence of hazardous or toxic materials or wastes in,
at, or under the Premises or the Building. 
Landlord is not aware of (i) any written reports or surveys
concerning the Building other than the Written Report and the Survey on file
with the Building Manager and (ii) any fact that makes the Written Report
or Survey inaccurate in any material respect. 
Tenant (a) shall not rely on and has not relied on the Survey or
the Written Report, the same having been provided for informational purposes
only and (b) acknowledges that Tenant has taken such actions as Tenant
deems appropriate to fairly evaluate the Premises and has otherwise satisfied
itself that the Premises are acceptable and suitable from an environmental
perspective.  Tenant shall furnish
Landlord with a complete and legible copy of any study, report, test, survey or
investigation performed by or on behalf of Tenant at any item involving the
Premises and shall fully restore all areas and improvements where samples were
taken or work was performed and repair all damage resulting from any of the
same and shall indemnify and hold Landlord harmless from any against all
claims, actions, liabilities, damages, losses, injuries or deaths in connection
with or arising out of or from any inspection, testing, sampling or similar or
dissimilar activity conducted by or on behalf of Tenant at or in the Premises
or the Building for hazardous or toxic materials or wastes.


 


45.2                           Tenant
Studies.  Prior to commencement of
any tenant finish work to be performed by Landlord, Tenant shall have the right
to make such studies and investigations and conduct such tests and surveys of
the Premises from an environmental standpoint as Tenant deems necessary or
appropriate, subject to the condition that all such studies and investigations
shall be completed prior to the commencement of any tenant finish work to be
performed by Landlord.  If Tenant
requests that the Landlord commence construction of tenant improvements prior
to exercising such right, Tenant shall be deemed to have waived the termination
rights set forth below.  If Tenant
conducts studies, tests or investigations, Tenant shall restore the Premises
and hold Landlord harmless from and indemnify Landlord against all loss,
damages and claims resulting from or relating to Tenant’s studies, tests and
investigations.  If such study, test
investigation or survey evidences hazardous or toxic materials which affect the
Premises, Tenant shall have the right to terminate this Lease provided such
right shall be exercised, if at all,
prior to the commencement of any tenant finish work to be performed by Landlord
and within five (5) days after Tenant receives the evidence of hazardous
or toxic materials.  If Tenant does not
exercise such right prior to commencement of any such tenant finish work and
within such five (5) day period, Tenant’s right to terminate this Lease
shall be null and void and of no further force or effect.


 


45.3.                        Tenant
Hazardous Materials.  Tenant shall
not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept or used in
or about the Premises by Tenant, its agents, employees, contractors or
invitees, without the prior written consent of Landlord, which consent may be
granted or withheld in Landlord’s sole discretion.  For the purpose of this Lease, “Hazardous
Material” shall include oil, flammable explosives, asbestos, urea formaldehyde,
radioactive materials or waste, or other hazardous, toxic, contaminated or


 


27

















 


polluting materials, substances or wastes,
including, without limitation, any “hazardous substances,” “hazardous wastes,”
or “toxic substances” as such terms are defined in the Resource conservation
and Recovery Act and the Comprehensive Environmental Response, Compensation and
Liability Act, and in any other law, ordinance, rule, regulation or order
promulgated by the federal or state government, or any other governmental
entity having jurisdiction over the Office Building Project or the parties to
this Lease.  If Tenant breaches the
obligations set forth in this paragraph, or if the presence of Hazardous
Material in the Premises or at the Office Building Project caused or permitted
by Tenant (whether or not Landlord has given it consent to the presence of such
Hazardous Material in the Premises) results in contamination of the Premises or
any other part of the Office Building, or is contamination of the Office
Building by Hazardous Material otherwise occurs for which Tenant is legally liable,
then Tenant shall indemnify, defend and hold Landlord harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses,
including, without limitation, diminution in value of the Office Building,
damages for the loss or restriction of use of rentable or usable space or floor
area in or of any amenity of the Office Building, damages arising from any
adverse impact on leasing space in the Office Building, sums paid in settlement
of claims, and any attorney’s fees, consultants fees and expert fees which
arise during or after the term of the Lease as a result of such
contamination.  This indemnification of
Landlord by Tenant shall survive expiration or termination of this Lease and includes,
without limitation, costs incurred in connection with any investigation of site
conditions or any cleanup, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision
because of Hazardous Material present in, on or under the Premises.  Without limiting the foregoing, if the
presence of any Hazardous Material caused or permitted by Tenant or is agents,
employees, contractors or invitees, results in any contamination of the Office
Building, Tenant shall promptly take all action, at is sole expense, as are
necessary to return the Office Building to the condition existing prior to the
introduction of any such Hazardous Material; provided that Landlord’s approval
of such actions shall first be obtained, which approval shall not be unreasonably
withheld so long as such action would not potentially have any material adverse
long-term or short-term effect on the Office Building.  Tenant shall promptly notify Landlord of any
such contamination.


 


46.                                 Waiver
of Trial by Jury.  To the extent
permitted by law, it is mutually agreed by and between landlord and tenant that
the respective parties hereto shall, and they do hereby, waive trial by jury in
any action, proceeding or counterclaim brought between the parties hereto or
their successors or assigns on any matters arising out of, or in any way
connected with, this lease, the relationship of landlord and tenant, and/or
tenant’s use of, or occupancy of, the premises.  Tenant further agrees that it shall not
interpose any counterclaim or counterclaims in a summary proceeding or in any
action based upon non-payment of rent or any other payment required of tenant
hereunder.  Except to the extent that the
same would be considered a compulsory counterclaim that would be required to be
filed in the same proceeding under applicable law.  This waiver is made freely and voluntarily,
without duress, and only after each of the parties hereto has had the benefit
of advice from legal counsel on the subject.


 


28

















 


47.                                 Parking.
 Landlord shall provide Tenant with
on-site unreserved parking spaces of three (5) spaces
per 1,000 rentable square feet within the Premises.  Landlord hereby reserves the right to alter
the methods used to control parking, and Landlord may establish such controls
and rules and regulations (e.g., parking stickers to be affixed to
vehicles) regarding parking that Landlord may deem desirable and may amend them
from time to time in Landlord’s sole discretion.  Without liability, Landlord shall have the
right to tow or otherwise remove vehicles parked improperly, vehicles blocking
ingress or egress lanes, and vehicles violating parking rules, at the expense
of the offending tenant and/or the owner of the vehicle.  Tenant is granted
exclusive use of six (6) reserved parking spaces for the term of the
lease.  Landlord reserves the right with
thirty (30) day notice to charge for reserved spaces,
however, in no event shall this charge exceed $35.00 per month for the initial
lease term.


 


48.                                 Interpretation.
 Should any provisions of this Lease
require judicial interpretation, it is agreed that the court interpreting or
construing the same shall not apply a presumption that the terms of any such
provision shall be more strictly construed against one party or the other by
reason of the rule of construction that a document is to be construed most
strictly against the party who itself or through its agent prepared the same,
it being agreed that the agents of all parties hereto have participated in the
preparation of this Lease.


 


49.                                 No
Recordation of Lease.  Upon execution
of this Lease Landlord and Tenant shall execute a Memorandum of Lease,
acceptable to Landlord and Tenant, to be recorded in the public records for the
parish where the Premises is located, at the Tenant’s expense.  Provided however, that this Lease itself
shall not be recorded or placed on public record.


 


50.                                 Special
Provisions.  The special provisions
attached hereto as Exhibit “C” and incorporated herein by
reference, if any, shall control if in conflict with any of the foregoing
provisions of this Lease.


 


29

















 


SIGNED, SEALED AND DELIVERED as of the date first
above written.


 


	
  WITNESSES:

  	
  TENANT:

  
	
   

  	
   

  
	
  /s/ Janice Parmelee

  	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  	
  YB Web Partners, LLC

  
	
  Print name:

  	
  JANICE PARMELEE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Donald F. Jones, Pres.

  	
   

  
	
   

  	
   

  	
  (printed name and title)

  
	
  Print name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  
								



 


By the execution and delivery of this Lease, Tenant
has made and shall be deemed to have made a continuous and irrevocable offer to
lease the Premises, on the terms contained in this Lease, subject only to
acceptance by Landlord (as evidenced by Landlord’s signature hereon), which
Landlord may accept in its sole and absolute discretion.


 


 


{Signatures continued on next page}


 


30

















 


{Signatures
continued from previous page}


 


 


IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.


 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  3445 NORTH CAUSEWAY LIMITED

  LIABILITY COMPANY

  
	
   

  	
   

  



 


 


	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
						



 


31

















 


 


EXHIBIT “A”


 


LEGAL DESCRIPTION


 


A CERTAIN PIECE OR PORTION OF GROUND,
together with all the buildings and improvements thereon, and all the rights,
ways, privileges, servitudes, appurtenances, and advantages thereunto belonging
or in anywise appertaining, situated in the State of Louisiana, Parish of
Jefferson, Harlem Subdivision, Square 28, bounded by North Causeway Boulevard,
Melville Dewey Drive, Ridgelake Drive and 14th Street, designated as
Lots 1 through 26 inclusive and more fully described as follows:


 


Beginning at the intersection of the northerly
right of way line of 14th Street and the easterly right of way line
of North Causeway Boulevard, the point of beginning.  Measure thence from the point of beginning
along said easterly line N 01° 23’47” E a distance of 240.00 feet to a point on
the southerly right of way line of Melville Dewey Drive (late 13th
Street); thence along said southerly line S 88° 36’13” E a distance of 390.00
feet to a point on the westerly right of way line of Ridgelake Drive; thence
along said northerly right of way line of 14th Street; thence along
said northerly line N 88° 36’13” W a distance of 390.00 feet to a point on the
easterly right of way line of North Causeway Boulevard, the point of beginning.


 


All as more fully shown on a plan of survey by Lawrence G. Boder,
R.L.S., Krebs, LaSalle, LeMieux consultants, Inc, dated August 23, 1997.


 


32

















 





 


Suite 401


 


Exhibit “A-1”


 


CAUSEWAY BLVD.


 

















 


EXHIBIT “B”


 


1.             Special Conditions.


 


50.1  Expansion.      Tenant
shall have an ongoing Right of First Refusal (“ROFR”) on any space that is or
becomes vacant on the remainder of the fourth (4th) floor.  The ROFR space shall be made available to
Tenant on the same terms and conditions as a bona fide and accepted third party
offer.  Tenant shall have five
(5) business days for the date it receives notice from the Landlord of any
such offer to accept or reject such ROFR space.


50.2  Renewal.         Tenant
shall have the Right to Renew the Lease for one (1) additional five
(5) year term under the same terms and
conditions by providing Landlord with six (6) months prior written notice
and agreeing to pay the prevailing market
rate at the time of renewal.


 


1

















 


EXHIBIT “C”


 


Memorandum Confirming Term


 


THIS MEMORANDUM (“Memorandum”) is made as of May 28, 2004 between
3445 North Causeway Limited Liability Company (“Landlord”) and YP Web Partners, LLC, (“Tenant”), pursuant to that certain
Lease Agreement between Landlord and Tenant dated as of May 21, 2004 (the
“Lease”) for the premises located at 3445 N. Causeway Boulevard, Metairie,
Louisiana 70002 (the “Premises”), and more particularly described in the Lease.
 All initial-capitalized terms used in
this Memorandum have the meanings ascribed to them in the Lease.


 


53.           Landlord and Tenant hereby confirm that:


 


1              The Commencement Date of the Lease Term is June 1,
2004


 


(a)           The date Rent commences under the Lease is June 1, 2004


(b)           The expiration date of the Lease Term is May 31, 2010


 


1.             Tenant hereby confirms that:


 


a.             All commitments, arrangements or
understandings made to induce Tenant to enter into the Lease have been
satisfied;


 


b.             All space and improvements have been
completed and furnished in accordance with the provisions of the Lease; and


 


c.             Tenant has accepted and is in full and
complete possession of the Premises.


 


2.             This Memorandum shall be binding upon and
inure to the benefit of the parties and their permitted successors and assigns.


 


IN WITNESS WHEREOF, the parties have executed this Memorandum as of the
date first set forth above.


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
  YP Web Partners, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DONALD F. JONES, Pres.

  	
   

  
	
   

  	
   

  	
  (printed and title name)

  



 


2

















 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY LIMITED

  
	
   

  	
  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
						



 


3

















 


EXHIBIT “D”


 


Attached to and made part of


 


Lease Agreement dated: May 21, 2004


 


Landlord:               3445
North Causeway Limited Liability Company.


 


Tenant:                  YP Web Partners, LLC


 


The following rules and regulations
shall apply, where applicable, to the Premises, the Building, the Project, the
parking facilities associated therewith, if any, the land situated beneath the
Building and the appurtenances thereto:


 


1.             No
sign, door plaque, directory strip, advertisement or notice shall be displayed,
painted or affixed by Tenant, its officers, agents, servants, employees,
patrons, licensees, customers, visitors or invitees in or on any part of the
outside or inside of the Premises, Building, Project or Common Facilities
without the prior written consent of Landlord and then only of such color,
size, character, style and material, and in such places as shall be approved
and designated by Landlord.  In the event
of the violation of the foregoing by Tenant, Landlord may remove same without
any liability, and may charge the expense incurred by such removal to Tenant.  Signs on entrance doors to the Premises and
directories shall be placed thereon by a contractor designated by Landlord and
shall be paid for by Tenant.


 


2.             No
additional locks or bolts of any kind shall be placed on any door in the
building and no changes shall be made to the existing locks or bolts without
the prior written consent of Landlord.  Landlord
will furnish Tenant with two (2) keys to the entrance doors of the
Premises.  Landlord may at all times keep
a pass key to the Premises.


 


3.             Tenant,
its officers, agents, agents, servants, employees, patrons, licensees,
customers, contractors, visitors, or invitees shall not block or obstruct any
of the entries, passages, doors, elevators, elevator doors, corridors, hallways
or stairways of the Building, Project or Common Facilities or place, empty or
throw away rubbish, litter, trash or material of any nature in such areas, or
permit such areas to be used at any time except for ingress or egress of
Tenant, its officers, agents, servants, employees, patrons, licensees,
customers, visitors or invitees.


 


4.             Glass panel doors that reflect or admit into
the passageways, or into any place in the Building, shall not be covered or
obstructed by Tenant, and Tenant shall not permit, erect


 


4

















 


and/or place solar reflective film, drapes, curtains, blinds, shades,
screens, furniture, fixtures, shelving, display cases, tables, lights, signs or
advertising devices in front of, or in the proximity of any interior or
exterior windows, glass panels or glass doors that provide a view into the interior
of the Premises, unless same shall have first been approved in writing by
Landlord.


 


5.             Tenant,
its officers, agents, servants, employees, patrons, customers, visitors,
invitees and contractors shall park
their vehicles only in the area of the parking facilities designated for this
purpose by Landlord, if any.  Tenant
shall be responsible for notifying their employees of all parking rules and
regulations and for employee compliance with the rules and regulations.


 


6.             Movement
in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any bulky material, merchandise or materials which
requires the use of elevators or stairways, or movement through the Building
entrances or lobby shall be restricted to such hours as Landlord shall
designate.  All such movement shall be
under the supervision of Landlord and in the manner agreed between Tenant and
Landlord by prearrangement before performance. 
Such prearrangement initiated by Tenant will include determination by
Landlord, and subject to its decision and control, as to the time, method, and
routing of movement and as to limitations for safety or other concern that may
prohibit any article, equipment or any other item from being brought into the
Building.  Tenant shall assume all risks
as to the damage to articles moved and injury to persons or public engaged or
not engaged in such movement, including equipment, property and personnel of
Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant from
the time of entering the Project to completion
of work; and Landlord shall not be liable for acts of any person engaged in, or
any damage or loss to any of said property or persons resulting from, and act
in connection with such service performed for Tenant.  Tenant shall supply certificates of insurance
with limits of insurance as designated by Landlord for all contractors or
individuals involved in the movement in and out of the building of furniture,
office equipment, or any other builder materials or merchandise.


 


7.             Tenant
is cautioned in purchasing furniture and equipment that the size is limited to
such as can be placed in the elevator and will pass through the doors to the
Premises.  Large pieces should be made in
parts and set up in the Premises.  Landlord reserves the right to refuse to allow
to be placed in the Building, any furniture or equipment of any description
which does not comply with the above conditions.  Landlord shall have the power to prescribe the
weight and position of safes and other heavy equipment or items, which shall in
all cases, to distribute weight, stand on supporting devices approved by
Landlord.  All damages done to the
Building by the installation or removal of any property of Tenant, or done by
Tenant’s property while in the Building, shall be repaired at the expense of
Tenant.  Tenant shall notify the Building
manager when safes or other heavy equipment are to be taken in or out of the
Building, and the moving shall be done under the supervision of the Building
manager, after written permission from Landlord.  Persons employed to move such property must be
acceptable to Landlord.


 


5

















 


8.             There shall not be
used in any space, or in the Common Facilities of the Building, either by
Tenant, or by jobbers or others, in the delivery or receipt of merchandise, any
hand trucks, except with rubber tires and side guards.


 


9.             All
contractors and/or technicians performing work for Tenant within the Premises,
Building, Project, or Common Facilities, shall be referred to Landlord for
approval before performing such work. 
This shall apply to all work including, but not limited to, installation
of telephones, telegraph equipment, gas pipes, electrical devices and
attachments, and all installations affecting floors, walls, windows, doors,
ceilings, equipment, or any other physical feature of the Premises, Building,
Project or Common Facilities.  None of
this work shall be done by Tenant without Landlord’s prior written
approval.  Should Tenant require
telegraphic, telephone, enunciator or other communication service, Landlord
will direct the electrician where and how wires are to be introduced and placed
and none shall be introduced or placed except as Landlord shall direct.  Electric current shall not be used for power
of heating without Landlord’s prior written permission.


 


10.           Tenant,
its officers, agents, servants or employees shall do no painting or decorating
in the Premises; or mark, paint or cut into, drive nails or screw into, nor in
any way deface any part of the Premises or Building other than to hang artwork,
posters, diplomas, etc. without the prior written consent of Landlord.  If Tenant desires signal, communication, alarm
or other utility or service connection installed or changed, such work shall be
done at expense of Tenant, with the approval and under the direction of
Landlord.


 


11.           All
doors leading to the Premises from any corridors, passage or hallway shall be
kept closed at all times, except when someone is actually entering or leaving
the Premises.


 


12.           Tenant,
its officers, agents, servants and employees shall, before leaving the Premises
unattended, close and lock all doors and shut off all utilities; any damage
resulting from failure to do so shall be paid by Tenant.


 


13.           Tenant,
its officers, agents, servants or employees shall not make or permit any
improper, objectionable or unpleasant noises or odors in the Building or
otherwise interfere in any way with other tenants or persons having business
with them.


 


14.           Tenant,
its officers, agents, servants or employees shall not permit any equipment or
device within the Premises which will impair radio or television broadcasting
or reception from or in the Building, Project or Common Facilities.


 


15.           Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
contractors, visitors or invitees shall not bring into the Premises, Project or
Common Facilities or keep on the Premises any fish, fowl, reptile, insect or
animal of any kind whatsoever without the prior written consent of Landlord.


 


6

















 


16.           Tenant,
its officers, agents, servants or employees shall not use the Premises,
Building, Project or Common Facilities for housing, lodging or sleeping
purposes or for the cooking or preparation of food, without the prior written
consent of Landlord.


 


17.           Tenant,
its officers, agents, servants and employees shall not install or operate any
refrigerating, heating or air conditioning apparatus or other machinery of any
kind, or carry on any mechanical operation, or bring into the Premises,
Building, Project or Common Facilities any inflammable, combustible or
explosive fluid, chemical, material or substance or Hazardous Material without
the prior written consent of Landlord.


 


18.           No
space in the Building, Project or Common Facilities shall, without the prior
written consent of Landlord, be used for manufacturing, public sales, or for
the storage of merchandise, or for the sale of merchandise, goods or property
of any kind, or auction.


 


19.           The
requirements of Tenant will be attended to only upon application at the office
of Landlord.  Landlord’s employees shall
not perform any work or do anything outside of their regular duties, unless
under special instructions from Landlord.


 


20.           Plumbing,
fixtures and appliances shall be used only for the purpose for which designed,
and no sweepings, rubbish, rags, Hazardous Material, or other unsuitable
material shall be thrown or placed therein. 
Damage resulting to any such fixtures or appliances from misuse by
Tenant or Tenant’s agents, employees or invitees, shall be paid by Tenant, and
Landlord shall not in any case be responsible therefore.


 


21.           Tenant
shall not permit the Premises to be used as a barber, beauty manicure shop or
employment bureau nor shall Tenant engage or pay any employee from the
Premises, except those employees actually working for Tenant on the Premises,
nor shall Tenant advertise for laborers giving an address of the Premises,
Building, Project or Common Facilities without the prior written consent of
Landlord.


 


22.           Tenant
shall cooperate with Landlord’s employees in keeping the Premises neat and
clean.  Tenant shall not employ any
person for the purposes of such cleaning other than the Building’s cleaning and
maintenance personnel without Landlord’s consent.  Landlord shall be in no way responsible to
Tenant, its agents, employees or invitees for any loss of property from the
premises or public areas or for any damages to any property thereon from any
cause whatsoever.  The work of Landlord’s
janitorial personnel shall not be hindered by Tenant after 5:30 p.m., and
such work may be done at any time when the offices are vacant.  The exterior windows, doors and fixtures may
be cleaned at any time.  Tenant shall
provide adequate waste and rubbish receptacles, cabinets, bookcases, map cases,
etc., necessary to prevent unreasonable hardship to Landlord in discharging its
obligation regarding janitorial services. 
In this regard, Tenant shall also empty all glasses, cups and other
containers holding any type of liquid whatsoever.


 


23.           In
the event Tenant must dispose of crates, boxes, etc., which will not fit into
office wastepaper baskets, it will be the responsibility of Tenant to dispose
of same.  In no event


 


7

















 


shall Tenant set such items in the public hallways or other areas of
the Building, Project, or parking facilities, excepting Tenant’s own Premises,
for disposal.


 


24.           Tenant
will be responsible for any damage to the Premises, including carpeting and
flooring, as a result of rust or corrosion of file cabinets, roller chairs,
metal objects, or spills of any type of liquid, normal wear and tear excepted.


 


25.           Tenant
shall not lay linoleum or other similar floor covering within the Premises,
without the prior written consent of Landlord.


 


26.           Canvassing,
soliciting and peddling in the Building, Project and Common Facilities is prohibited
and Tenant shall cooperate to prevent the same. 
In this respect, Tenant shall promptly report such activities to
Landlord.


 


27.           Tenant,
its officers, agents, employees, servants, patrons, customers, contractors,
licensees, invitees and visitors shall not solicit business in the Building,
Project or Common Facilities, nor distribute any handbills, or other
advertising matter, to vehicles parked in the parking facilities.


 


28.           Landlord
will not be responsible for lost or stolen personal property, equipment, money
or any article taken from the Premises, Building, Project, or parking
facilities, regardless of how or when such loss occur.


 


29.           No
vending machine of any description shall be installed, maintained or operated
upon the Premises without the prior written consent of Landlord.


 


30.           Neither
Tenant, nor any officer, agent, employee, servant, patron, customer,
contractor, visitor, licensee or invitee of Tenant, shall go on the roof of the
Building, without the written consent of the Landlord.


 


31.           Tenant
shall not install any antenna or aerial wires, radio or television equipment,
or any other type of equipment, inside or outside of the Building, without
Landlord’s prior written consent and upon such terms and conditions as may be
specified by Landlord in each and every instance.


 


32.           Tenant
shall not advertise the business, profession or activities of Tenant in any
manner which violates the letter or spirit of any code of ethics adopted by any
recognized association or organization pertaining thereto, use the name of the
Building or Project for any purpose other than that of the business address of
Tenant, or use any picture or likeness of the Building or Project, or use the
Building or Project name in any letterheads, envelopes, circulars, notices,
advertisements, containers or wrapping material, without prior express written
consent of Landlord in each and every instance.


 


8

















 


33.           Landlord
reserves the right to close the Building to the public at 6:00 p.m.,
Monday through Friday, and at 1:00 p.m. on Saturday, subject however, to
Tenant’s rights to admittance under regulations prescribed by Landlord, and to
require that persons entering the Building identify themselves and establish
their right to enter or to leave the Building.


 


34.           Access
to the Building, or the halls, corridors, elevators or stairways to the
Premises, may be refused from 1:00 p.m. Saturday to 6:00 a.m. Monday,
on holidays declared by the Federal Government, whenever the Building is not
open to the public and during Monday through Friday between the hours 6:00 p.m.
and 6:00 a.m., unless the person seeking access has a pass or is properly
identified.  Landlord shall in no case be
liable for damages for the admission to or exclusion from the Building of any
person whom Landlord has the right to exclude hereunder.  Tenant’s officers, agents, servants and
employees shall be permitted to enter and leave the Building whenever
appropriate arrangements have been previously made between Landlord and Tenant
with respect thereto.  Tenant shall be
responsible for all persons for whom Tenant requests such permission, and shall
be liable to Landlord for all acts of such persons.  Any person whose presence in the Building,
Project or Common Facilities at any time shall, in the judgment of the
Landlord, be prejudicial to the safety, character, reputation and interest of
the Building or Project or its tenants may be denied access to the Building,
Project or Common Facilities or may be ejected therefrom.  In case of invasion, riot, public excitement
or other commotion, Landlord may prevent all access to the Building, Project or
Common Facilities during the continuance of the same, by closing the doors or
otherwise, for the safety of the Tenants, and protection of property in the
Building, Project and Common Facilities. 
Landlord may require any person leaving the Building with any package or
other object from the Premises to exhibit a pass from Tenant, but the
establishment and enforcement of such requirements shall not impose any
responsibility on Landlord for the protection of Tenant against the removal of
property from the Premises.  Landlord
shall in no way be liable to Tenant for damages or loss arising from the
admission, exclusion or ejection of any person to or from the Premises, the
Building, the Project or the Common Facilities under the provisions of this
rule.


 


35.           Smoking
is prohibited in all areas of the Building except where expressly permitted by
Landlord (if any such area is permitted). Landlord reserves the right to
relocate or eliminate any such areas where smoking is permitted, at any time.


 


36.           Any
additional services not required under the Lease to be performed by Landlord,
which Tenant requests Landlord to perform and which are performed by Landlord,
shall be billed to Tenant at Landlord’s cost plus twenty percent (20%).


 


37.           Landlord
reserves the right to rescind any of these rules and regulations and to
make such other and further rules and regulations as in its sole judgment
shall from time to time be deemed appropriate for the safety, protection, care
and cleanliness of the Building, the operation thereof, the preservation of
good order therein and the protection and comfort of the tenants and their
agents, employees and invitees, which rules and regulations, when made and
written notice thereof is given to Tenant, shall be binding upon it in like
manner as if originally herein prescribed.


 


9

















 


38.           Tenant
shall not occupy or permit any portion of the Premises to be occupied as an
office for a public stenographer or a public typist, for the manufacture or
sale of liquor, narcotics, dope or tobacco in any form, for the sale or
distribution of foodstuffs (except for the sole use and convenience of Tenant
and its employees), as a barber, hairdresser or manicure shop, or as an
employment bureau.


 


10

















 


EXHIBIT “E”


 


WORK LETTER AGREEMENT


 


Attached to and made part of


 


Lease Agreement dated: May 21,
2004


 


Landlord:               3445 North Causeway
Limited Liability Company.


 


Tenant:                  YP Web Partners,
LLC


 


WORK
LETTER AGREEMENT


 


This Work Letter Agreement (this “Agreement”)
is made and entered into this 21st day of May, 2004, between Landlord and
Tenant.  In the event of any
inconsistencies between this Agreement and the Office Building Lease Agreement
(the “Lease”) dated concurrently herewith to which this Agreement is attached
as Exhibit “E”, this Agreement shall control.  Capitalized terms used in this Agreement
shall, unless otherwise specifically set forth herein, have the same meanings
as in the Lease.


 


WITNESSETH:


 


WHEREAS, Landlord and Tenant have executed
the Lease on this date and, in connection therewith, are entering into this
Agreement for the construction of certain leasehold improvements of and to the
Premises referenced in the Lease; and


 


WHEREAS, all terms capitalized herein but not
defined herein shall have the meanings ascribed to them in the Lease; and


 


WHEREAS, (i) Landlord or its
contractor(s) shall do all work referenced herein in accordance with the terms
and provisions hereof, and (ii) Tenant shall not do or cause to be done
any of such work or interfere in any way with Landlord’s or its contractors’
efforts to do any of such work.


 


NOW, THEREFORE, for One Dollar ($1.00) and
other good and valuable considerations, the receipt, adequacy and sufficiency
of which is hereby acknowledged, Landlord and Tenant agree as follows:


 


1

















 


SECTION 1


 


RECITALS


 


1.01         Landlord
and Tenant agree to the recitals set forth above and acknowledge that each of
same is true and correct and by this reference is hereby incorporated into this
Agreement.


 


SECTION 2


 


FINAL WORKING
DRAWINGS AND TURNKEY IMPROVEMENTS


 


2.01         Landlord
and Tenant hereby agree that Landlord shall employ a general contractor to
perform the build-out of the Premises in accordance with those certain Final
Working Drawings (as hereinafter defined) which will be prepared and
attached hereto-in accordance with Paragraph 2.02 below (the improvements set
forth-in-the Final Working-Drawings are sometimes as defined
in Proposal Number D 04-500-2, by EJD Builders dated May 4, 2004 and
further outlined in Floor Plans 2A1 prepared by
Morton-Verges Architects initialed and approved by Tenant
hereinafter called the “Turnkey Improvements”); provided, however,
Landlord’s obligation to pay the cost of the Turnkey Improvements shall
not exceed ten dollars  ($10.00) per
square foot of net rentable area of the Premises (the “Landlord’s
Allowance”) further defined as FORTY FIVE THOUSAND TWO
HUNDRED AND TWENTY FIVE DOLLARS ($45,250.00)  and such costs in
excess of the Landlord’s Allowance shall be deemed to be included within the
definition of Tenant’s Non-Standard Work (as hereinafter defined). The
Landlord’s Allowance shall be funded in such a manner and to a party Landlord
deems appropriate so that the Turnkey Improvements can be completed on a
lien-free basis.


 


2.02         Tenant
shall have fourteen (14) days from the date-of this-Lease to provide Landlord
with all-necessary-information to enable Landlord and/or Landlord’s space
planner to prepare a space plan-for the Premises setting forth the conceptual
layout of the Premises.  Landlord’s space
planner will prepare the space plan and, within a reasonable time frame, will
present it to Tenant for approval.  Tenant
shall have three (3) business days from the date Landlord’s space planner
submits the space plan to Tenant to approve the same.  If Tenant-does not disapprove the-space plan
within such three (3) day period,- Tenant-shall be deemed to have approved
same.  Upon approval, the space plan will
be attached to the-Lease and will form the basis for completion of the Final
Working Drawings.-If-disapproved by Tenant, Landlord and Landlord’s-space
planner will revise the space plan in an attempt to reflect the comments of the
Tenant; provided, however, that such changes will not require the expenditure
of-additional funds to-complete the Turnkey-Improvements.  Landlord will-require Tenant’s approval of
the revised space plan within three (3) business days of submittal of such
revisions to Tenant.  If Tenant does not
disapprove the space plan within such three (3) day period, Tenant shall
be deemed to have


 


2

















 


approved same.  In all events,
the space planning process should be completed within twenty (20) days after
the date Tenant is first presented with said space plan, and if-no specific
space plan has been agreed to on said date, then the Commencement Date shall
not be delayed because said space plan has not been agreed to or by any
subsequent revisions-to the space plan, and the Commencement Date shall be as specified in Section 1.07 of the
Lease, notwithstanding when the space plan is ultimately agreed upon or the
Completion Date is achieved, The cost of producing the space plan and one
revision thereof, if necessary, shall be borne by Landlord.  Subsequent space planning and the cost of
producing all additional plans, specifications and cost estimates as may be
required in this Agreement shall be paid by Tenant.


 


2.03         Not
later than five (5) days after the date that Tenant approves the space
plan, Tenant shall provide Landlord with all necessary information to prepare a
budget setting forth the cost of all of the work set forth in the space plans
(such-plans and budgets are herein sometimes called the “Final Working
Drawings”).  The Final Working Drawings
shall be sufficiently detailed and in a form suitable for obtaining all
necessary permits from any applicable governmental authority to commence
construction of the Turnkey Improvements.


 


SECTION 3


 


TENANT’S
NON-STANDARD WORK


 


3.01         Tenant
may request that Landlord make, or cause to be made, at Tenant’s cost and
expense improvements to the Premises in addition to or different from the Turnkey
Improvements (hereinafter “Tenant’s Non-Standard Work”).  Landlord may deny its consent to such request
in Landlord’s sole discretion.


 


3.02         If
Landlord approves Tenant’s request for Tenant’s Non-Standard Work, Landlord
shall, in accordance with this Agreement, install the Tenant’s Non-Standard
Work including, but not limited to, the following:


 


3.02-1      Qualities
of Turnkey Improvements in excess of those provided by Landlord as set
forth in Section 2 hereof.


 


3.02-2      Substitution
of materials or change in design from the Turnkey Improvements.


 


Tenant acknowledges that if
Tenant requests Landlord to install Tenant’s Non-Standard Work, such request
may cause a delay in completion of the Turnkey Improvements under this
Agreement.


 


3

















 


SECTION 4


 


FINANCIAL


 


4.01         If
Tenant requests Tenant’s Non-Standard Work, Tenant will pay Landlord all costs
related to Tenant’s Non-Standard Work, which will include, but not be limited to,
the following:


 


4.01-1      The
cost of the professional services (including services of architects, engineers,
construction management fees and consultants), if any, required in order to
complete Tenant’s Non-Standard Work;


 


4.01-2      The
additional cost, if any, resulting from the use of materials other than those
used in the Turnkey Improvements and the cost of installing such materials; and


 


4.01-3      The
cost of any structural changes in the Building.


 


Whether or not Tenant requests
Tenant’s Non-Standard Work, Tenant shall not be entitled to any credits
whatsoever for any portion of Landlord’s Allowance not utilized by Tenant.


 


4.02         Following
commencement of construction, Landlord will bill Tenant for the cost of
obtaining and installing Tenant’s Non-Standard Work.  Tenant shall pay Landlord the entire amount
of each statement within ten (10) days after receipt.


 


4.03         Any
sums payable by Tenant to Landlord under this Agreement which shall not be paid
within ten (10) days after billing of Tenant shall bear interest at the
rate of fifteen percent (15%) per annum from the date of said initial billing.  If any payments due under this Agreement are
not paid within twenty (20) days after receipt of the original billing, such
non-payment shall be a default under this Agreement and the Lease and Landlord
shall have all remedies available under the Lease in the event of default,
including, but not limited to, the stoppage of all work to be performed
under this Agreement.  Should Landlord
stop work under this Agreement due to a monetary default of Tenant under this
Agreement or the Lease, Tenant shall have no right to set-off or abatement of
Base Rent or Additional Rent under the Lease and further Tenant shall make no
claim against Landlord for any damages whatsoever, actual or consequential,
including any claims or damages for holdover rent of a prior tenancy or as a
result of a delay in taking occupancy of the Premises under the Lease.


 


SECTION 5


 


CONSTRUCTION
OF IMPROVEMENTS AND LEASE COMMENCEMENT DATE


 


5.01         Landlord
estimates, but does not warrant, that the Premises will be substantially
completed, in accordance with the Final Working Drawings on or before September 1, 2004, (the “Estimated Completion Date”),
unless extended by other provisions of this Agreement.


 


4

















 


5.02         (a)           In
the event the Completion Date (as hereinafter defined) should be delayed beyond
the Estimated Completion Date for a reason solely and directly attributable to
Landlord, then the Commencement Date will be extended one day for each day of
such delay.  However, if the Commencement
Date is extended by any of the provisions of this Section 5 Landlord shall
have no liability to Tenant or any other party for any of Tenant’s holdover
rent in a prior tenancy or any other liability whatsoever.


 


(b)           In
the event that the actual Completion Date should occur beyond the Estimated
Completion Date due to causes beyond Landlord’s control, including, but not
limited to, causes beyond the reasonable control of Landlord, or if such delay
includes, but is not solely attributable to, in whole or in part, acts of God,
civil strife, riots, strikes, governmental action, shortages of equipment or
supplies, then one day shall be added to the Commencement Date for each day of
such delay.


 


5.03         In
the event the actual Completion Date should occur beyond the Estimated
Completion Date for any reason attributable to Tenant or Tenant’s agents, then
no adjustment shall be made to the Commencement Date.


 


SECTION 6


 


SUBSTANTIAL
COMPLETION AND OCCUPANCY


 


6.01         The
“Completion Date”, as that term is used in this Agreement, will be deemed to be
the date that improvements to the Premises, including the Turnkey
Improvements and Tenant’s Non-Standard Work, if any, are substantially complete
and the Premises is ready for occupancy by Lessee, as reasonably determined by
Landlord’s architect or building manager, whichever is applicable.  The completion of any punch-list work as
contemplated in Paragraph 2.2 of the Lease shall not delay or otherwise modify
the Completion Date.


 


6.02         In
the event that due to delays contemplated hereunder, the Completion Date shall
be delayed beyond the Estimated Commencement Date, Landlord shall give to
Tenant written notice setting forth the proposed revised Estimated Completion
Date and the revised Commencement Date.


 


6.03         Tenant
shall be obligated to ensure that the Premises, once completed, comply with the
Americans with Disabilities Act of 1992, as amended from time to time.


 


5

















 


IN WITNESS WHEREOF, the parties have signed this Agreement as of
the date first above written.


 


	
  WITNESSES:

  	
  TENANT:

  
	
   

  	
   

  
	
  /s/ Janice Parmelee

  	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
    YP Web Partners, LLC

  
	
   

  	
   

  
	
  Print name:

  	
  JANICE PARMELEE

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  DONALD F. JONES, Pres.

  	
   

  
	
   

  	
   

  	
    (printed name and title)

  
	
   

  	
   

  	
   

  
	
  Print
  name:

  	
   

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


6

















 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY

  
	
   

  	
  LIMITED LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
						



 


7

















 





 

















 


EXHIBIT “F”


 


Attached to and made part of


 


Lease Agreement dated: May 21,
2004


 


Landlord:               3445 North Causeway Limited Liability
Company.


 


Tenant: YP Web Partners, LLC


 


IN SOLIDO OBLIGATION AND
GUARANTY OF LEASE


 


May 27, 2004


 


FOR TEN AND NO/100 DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged by Donald F. Jones (“Guarantor”), and in connection with that
certain Lease Agreement (the “Lease”) in that certain building known as “3445 N. Causeway Boulevard Office Building”, by and between 3445 North Causeway Limited Liability Company (as “Landlord”)
and YP Web Partners, LLC (as “Tenant”), the
undersigned guarantor (“Guarantor”) hereby duly executes and delivers this In
Solido Obligation and Guaranty of Lease (the “Guaranty”), makes itself liable
in solido with Tenant and covenants and agrees to guaranty, for and on behalf
of Landlord and Landlord’s transfers, successors and assigns, the full and
complete performance and payment (as applicable) of all of the obligations,
liabilities and duties of any nature and kind of Tenant under the Lease (collectively
the “Liabilities”).


 


Guarantor represents and acknowledges that the making of the Lease will
be of direct interest, benefit and advantage to Guarantor, and that, without
the execution and delivery of this Guaranty, Landlord would not have agreed to
enter into said Lease.


 


The obligations of Guarantor hereunder are independent of the
obligations of Tenant, and separate actions for payment, damages or performance
may be brought and prosecuted against Guarantor whether or not an action is
brought against Tenant or the security for Tenant’s obligations, and whether or
not Tenant is joined in any such actions, and whether or not notice is given or
demand is made upon Tenant except as expressly provided for within the
following paragraph.  This Guaranty expires at midnight on May 31, 2005.


 


Landlord may, from time to time, without ten (10) days
notice to Guarantor, and upon default of tenant, and without affecting,
diminishing or releasing the liability of Guarantor (a) retain or obtain a
security interest in any property to secure any of the Liabilities or any
obligation hereunder, (b) retain or obtain the primary or secondary
liability of any party or parties, in addition to Guarantor, with respect to
any of the Liabilities, (c) extend or renew for any period (whether or
not longer than the original period), alter or exchange any of the Liabilities,
(d) release or compromise any liability of any of the parties primarily or
secondarily liable on any of the Liabilities, (e) release its security
interest, if any, in all or any property securing any of the


 

















 


 


Liabilities or any obligation hereunder and permit any substitution or
exchange for any such property, (f) resort to Guarantor for payment of any
of the Liabilities, or any portion thereof, whether or not Landlord shall have
resorted to any property securing any of the Liabilities or any obligation
hereunder or shall have proceeded against any party primarily or secondarily
liable on any of the Liabilities, and (g) alter, extend, change, modify,
release or cancel any covenant, agreement or provision contained in the Lease.  Any amount received by Landlord from whatever
source and applied by it toward the payment of the Liabilities shall be applied
in such order of application as Landlord may from time to time elect.


 


Guarantor waives, except as specifically provided for in the preceding
paragraph: (a) notice of the acceptance of this Guaranty, (b) notice
of the existence or creation of the Lease or all or any of the Liabilities, (c) presentment,
demand, notice of dishonor, protest, and all other notice of whatever, and (d) all
diligence on the part of Landlord in collection or protection of, or
realization upon, any security for any of the Liabilities or in enforcing any
remedy available to it under the Lease.  In
no event shall the Guarantor be responsible for my remaining portion of the subject lease subsequent to the
midnight May 31, 2005 expiration of this guaranty.  This expiration takes precedence over any
provisions contained in this guaranty whether or not in conflict with the
language contained within, provided that all obligations under the lease are
current as of May 31, 2005.


 


The creation or existence from time to time of Liabilities in excess of
the amount to which the right of recovery under this Guaranty is limited is
hereby authorized, without notice to Guarantor and shall in no way affect or
impair this Guaranty.


 


Landlord may, without notice of any kind, sell, assign or transfer all
or any of the Liabilities, and in such event each and every successive
assignee, transferee, or holder of all or any of the Liabilities, shall have
the right to enforce this Guaranty, by suit or otherwise for the benefit of
such assignee, transferee or holder, as fully as if such assignee, transferee
or holder were herein by name specifically given such rights, powers and
benefits.  Landlord shall have an
unimpaired right, prior and superior to that of any such assignee, transferee
or holder, to enforce this Guaranty for the benefit of Landlord, as to so much
of the Liabilities as it has not sold, assigned, or transferred.


 


No delay or failure on the part of Landlord in the exercise of any
right or remedy shall operate as a waiver thereof and no single or partial
exercise by Landlord of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy contained herein.
 No action of Landlord permitted
hereunder shall in any way impair or affect this Guaranty.  No right or power of Tenant or anyone else to
assert any claim or defense as to the invalidity or unenforceability of the
Lease or of the Liabilities shall impair or affect the obligations of Guarantor
hereunder.  Until all of the Liabilities
shall have been paid to Landlord in full, Guarantor shall have no right to
subrogation, and until such time Guarantor waives any right to enforce any
remedy which Landlord now has or may hereafter have against Tenant, and waives
any benefit of any right to participate in any security now or hereafter held
by Landlord.


 


Until each and every one of the covenants and agreements of this
Guaranty are fully performed, Guarantor’s obligations shall not be released, in
whole or in part, by any action or thing


 


2

















 


which might, but for this provision of this
instrument, be deemed a legal or equitable discharge of a surety or guarantor,
or by reason of any waiver, extension, modification, forbearance or delay or
other act or omission of Landlord or its failure to proceed promptly or otherwise,
or by reason of any action taken or omitted by Landlord, whether or not such
action or failure to act varies or increases the risk of, or affects the rights
or remedies of Guarantor or by reason of any further dealings between Tenant,
Landlord or any other guarantor.  Guarantor
hereby expressly waives and surrenders any defense to its liability hereunder
based upon any of the foregoing acts, omissions, things, agreements or waivers
or any of them; it being the purpose and intent of the parties hereto that the
covenants, agreements and all obligations hereunder are absolute, unconditional
and irrevocable.


 


Any notice, demand or request by Landlord, its successors or assigns,
to Guarantor “shall be in writing, and shall be deemed to have been duly given
or made if either delivered personally to Guarantor or mailed by certified or
registered mail, addressed to Guarantor, at the following address: Donald F. Jones, YP Web Partners, LLC, 3445 North
Causeway Boulevard, Suite 401, Metairie, Louisiana 70002 and to
Landlord at the following address: Corporate Realty, 3445 N. Causeway
Boulevard, Suite 637, Metairie, Louisiana, 70002 Attention: Property
Manager


 


Landlord shall be entitled to assign this Guaranty and all of its
rights, privileges, interests, and remedies hereunder to any other person,
firm, entity, bank or corporation whatsoever without notice to or consent by
Guarantor, and such assignee shall be entitled to the benefits of this Guaranty
and to exercise all such rights, interests and remedies as fully as Landlord.  This Guaranty shall inure to the benefit of
Landlord, its successors and assigns, and shall bind Guarantor jointly and
severally, together with its heirs, representatives, successors and assigns.  If more than one party shall execute this Guaranty,
the term “Guarantor” shall mean all parties executing this Guaranty, and all
such parties shall be jointly and severally obligated hereunder.


 


This Guaranty shall be construed in accordance with the laws of the
state in which the Premises are located, and such laws shall govern the
interpretation, construction and enforcement hereof.  Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


Guarantor hereby (a) submits to the nonexclusive jurisdiction of
the United States District Court for the District in which the Premises are
located and of any state court sitting in the District for the purposes of all
legal proceedings arising out of or relating to this Guaranty; and (b) irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have to the laying of the venue of any such proceeding brought in
such court and any claim that any such proceeding brought in such court has
been brought in an inconvenient forum.  Notwithstanding
anything herein to the contrary, nothing herein to the contrary, nothing herein
shall limit the right of Landlord to bring proceedings against Guarantor in the
courts of any other jurisdiction.


 


3

















 


To the extent permitted by law, Guarantor expressly waives and
relinquishes any and
all rights and remedies of surety, including but not limited to, any statutory
rights related thereto.


 


	
   

  	
  SIGNED, SEALED AND DELIVERED as of the 27 day of May, 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  5-27-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 


4

















 


FIRST AMENDMENT OF LEASE


 


This first Amendment of Lease, made and entered into this 28th day of June, 2004, by and between
3445 NORTH CAUSEWAY LIMITED LIABILITY COMPANY (hereinafter referred to as
“Landlord”) and YP WEB PARTNERS, LLC (hereinafter referred to as “Tenant”).


 


WITNESSETH


 


WHEREAS, Landlord and Tenant entered into
that certain lease (the “Lease”), dated May 21, 2004, covering certain
premises located in the building located at 3445 N. Causeway Boulevard,
Metairie, Louisiana known as the 3445 N. Causeway Boulevard Office Building
(the “Building”); and


 


WHEREAS, Landlord and Tenant wish to amend
the Lease under the terms and conditions provided herein.  Capitalized terms not otherwise defined herein
have the meanings assigned to them in the Lease.


 


NOW, THEREFORE, in consideration of the
foregoing and for other valuable consideration, Landlord and Tenant agree as
follows:


 


1.             Premises. Commencing June 1, 2004 and
continuing for the remainder of the term of the Lease, the Premises shall be
expanded from 4,525 rentable square feet to contain a total of 6,570 rentable
square feet (see Exhibit 1-A).


 


2.             Rent.  The Tenant shall pay Base Rent
for the Premises during the term of this Lease as follows:


 


	
  June 1, 2004 - May 31, 2006:

  	
   

  	
  $7,665.00 per month based upon $14.00 per rentable square feet, calculated on 6,570 rentable square feet, plus applicable accrued
  escalations.

  
	
   

  	
   

  	
   

  
	
  June 1, 2006 - May 31, 2007:

  	
   

  	
  $8,760.00 per month based upon $16.00 per rentable square feet, calculated on 6,570 rentable square feet, plus applicable accrued
  escalations.

  
	
   

  	
   

  	
   

  
	
  June 1, 2007 - May 31, 2010:

  	
   

  	
  $9,307.50 per month based upon $17.00 per rentable square feet, calculated on 6,570 rentable square feet, plus applicable accrued
  escalations.

  



 

















 


3.             Security
Deposit.  The Security Deposit shall
be increased from $6,906.50 to $10,028.00.


 


4.             Tenant’s
Share.  The percentage that expresses
the ratio between the number of rentable square feet comprising the Premises (6,570) and the number of rentable square feet of the
Building (127,859), which for the purposes of
the Lease, shall be .051385.


 


5.             Tenant
Improvements.  Landlord shall provide
Tenant with an improvement allowance of ten dollars ($10.00)
per rentable square foot of net rentable area of the Premises (the “Landlord’s
Allowance) further defines as SIXTY FIVE THOUSAND SEVEN
HUNDRED DOLLARS ($65,700.00). This is the total Landlord Allowance
due to Tenant.  This is not in addition
to the $45,250 Landlord Allowance granted to Tenant in the Lease.


 


IN WITNESS WHEREOF, the parties hereto have
caused this First Amendment to be executed as of the date first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY LIMITED

  
	
   

  	
  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  YP WEB PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  



 

















 





 

















 


 


hereafter have to the laying of the venue of any such proceeding
brought in such court and any
claim that any such proceeding brought in such court has been brought in an
inconvenient forum.  Notwithstanding
anything herein to the contrary, nothing herein to the contrary, nothing herein
shall limit the right of Landlord to bring proceedings against Guarantor in the
courts of any other jurisdiction.


 


To the extent permitted by law, Guarantor
expressly waives and relinquishes any and all rights and remedies of surety,
including but not limited to, any statutory rights related thereto.  This
Guaranty supercedes and replaces all previous guarantees by the Guarantor for
the Lease, more specifically the Guaranty signed and dated May 27,
2004.


 


	
   

  	
  SIGNED, SEALED AND DELIVERED as of
  the       day
  of          , 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  6-28-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 


4

















 


EXHIBIT “F”


 


Attached to and made part of


 


Lease Agreement dated: May 21,
2004


 


Landlord:               3445 North Causeway
Limited Liability Company.


 


Tenant:                  YP Web Partners,
LLC


 


IN SOLIDO OBLIGATION AND GUARANTY OF LEASE


 


           ,
2004


 


FOR TEN AND NO/100 DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged by Donald F. Jones (“Guarantor”), and in connection with that
certain Lease Agreement and the First
Amendment of Lease (the “Lease”) in that certain building known as “3445 N. Causeway Boulevard Office Building”, by and between 3445 North Causeway Limited Liability Company (as
“Landlord”) and YP Web Partners, LLC (as
“Tenant”), the undersigned guarantor (“Guarantor”) hereby duly executes and
delivers this In Solido Obligation and Guaranty of Lease (the “Guaranty”),
makes itself liable in solido with Tenant and covenants and agrees to guaranty,
for and on behalf of Landlord and Landlord’s transfers, successors and assigns,
the full and complete performance and payment (as applicable) of all of the
obligations, liabilities and duties of any nature and kind of Tenant under the
Lease (collectively the “Liabilities”).


 


Guarantor represents and acknowledges that the making of the Lease will
be of direct interest, benefit and advantage to Guarantor, and that, without
the execution and delivery of this Guaranty, Landlord would not have agreed to
enter into said Lease.


 


The obligations of Guarantor hereunder are independent of the
obligations of Tenant, and separate actions for payment, damages or performance
may be brought and prosecuted against Guarantor whether or not an action is
brought against Tenant or the security for Tenant’s obligations, and whether or
not Tenant is joined in any such actions, and whether or not notice is given or
demand is made upon Tenant.  This Guaranty expires at midnight on May 31, 2005.


 


Landlord may, from time to time, without ten (10) days notice to Guarantor, and without affecting,
diminishing or releasing the liability of Guarantor (a) retain or obtain a
security interest in any property to secure any of the Liabilities or any
obligation hereunder, (b) retain or obtain the primary or secondary
liability of any party or parties, in addition to Guarantor, with respect to
any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original
period), alter or exchange any of the Liabilities, (d) release or
compromise any liability of any of the parties primarily or secondarily liable
on any of the Liabilities, (e) release its


 

















 


security
interest, if any, in all or any property securing any of the Liabilities or any
obligation hereunder and permit any substitution or exchange for any such
property, (f) resort to Guarantor for payment
of any of the Liabilities, or any portion thereof, whether or not Landlord
shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any party primarily or
secondarily liable on any of the Liabilities, and (g) alter, extend,
change, modify, release or cancel any covenant, agreement or provision
continued in the Lease.  Any amount
received by Landlord from whatever source and applied by it toward the payment
of the Liabilities shall be applied in such order of application as Landlord
may from time to time elect.


 


Guarantor waives, except as
specifically provided for in the preceding paragraph: (a) notice
of the acceptance of this Guaranty, (b) notice of the existence or
creation of the Lease or all or any of the Liabilities, (c) presentment,
demand, notice of dishonor, protest, and all other notice of whatever, and (d) all
diligence on the part of Landlord in collection or protection of, or
realization upon, any security for any of the Liabilities or in enforcing any
remedy available to it under the Lease.  In no event shall the Guarantor be responsible for
any portion of the subject lease subsequent to the midnight May 31, 2005
expiration of this guaranty whether or not in conflict with the language
contained within, provided that all obligations under the lease are current as
of May 31, 2005.


 


The creation or existence from time to time of Liabilities in excess of
the amount to which the right of recovery under this Guaranty is limited is
hereby authorized, without notice to Guarantor and shall in no way affect or
impair this Guaranty.


 


Landlord may, without notice of any kind, sell, assign or transfer all
or any of the Liabilities, and in such event each and every successive
assignee, transferee, or holder of all or any of the Liabilities, shall have
the right to enforce this Guaranty, by suit or otherwise for
the benefit of such assignee, transferee or holder, as fully as if such
assignee, transferee or holder were herein by name specifically given such
rights, powers and benefits.  Landlord
shall have an unimpaired right, prior and superior to that of any such
assignee, transferee or holder, to enforce this Guaranty for the benefit of
Landlord, as to so much of the Liabilities as it has not sold, assigned, or
transferred.


 


No delay or failure on the part of Landlord in the exercise of any
right or remedy shall operate as a waiver thereof and no single or partial
exercise by Landlord of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy contained herein.
 No action of Landlord permitted
hereunder shall in any way impair
or affect this Guaranty, No right or power of Tenant or anyone else to assert
any claim or defense as to the invalidity or unenforceability of the Lease or
of the Liabilities shall impair or affect the obligations of Guarantor
hereunder.  Until all of the Liabilities
shall have been paid to Landlord in full.  Guarantor shall have no right to subrogation,
and until such time Guarantor waives any right to enforce any remedy which
Landlord now has or may hereafter have against Tenant, and waives any benefit
of any right to participate in any security now or hereafter held by Landlord.


 


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Until each and every one of the covenants and agreements of this
Guaranty are fully performed, Guarantor’s obligations shall not be released, in
whole or in part, by any action or thing which might, but for this provision of
this instrument, be deemed a legal or equitable discharge of a surety or
guarantor, or by reason of any waiver, extension, modification, forbearance or
delay or other act or omission of Landlord or its failure to proceed promptly
or otherwise, or by reason of any action taken or omitted by Landlord, whether
or not such action or failure to act varies or increases the risk of, or
affects the rights or remedies of Guarantor or by reason of any further
dealings between Tenant, Landlord or any other guarantor.  Guarantor hereby expressly waives and
surrenders any defense to its liability hereunder based upon any of the
foregoing acts, omissions, things, agreements or waivers or any of them; it
being the purpose and intent of the parties hereto that the covenants,
agreements and all obligations hereunder are absolute, unconditional and
irrevocable.


 


Any notice, demand or request by Landlord, its successors or assigns,
to Guarantor shall be in writing, and shall be deemed to have been duly given
or made if either delivered personally to Guarantor or mailed by certified or
registered mail, addressed to Guarantor at the following address: Donald F. Jones, YP Web Partners, LLC, 3445 North Causeway Boulevard, Suite 401,
Metairie, Louisiana 70002 and to Landlord at the following address:
Corporate Realty, 3445 N. Causeway Boulevard, Suite 637, Metairie,
Louisiana, 70002 Attention: Property Manager


 


Landlord shall be entitled to assign this Guaranty and all of its
rights, privileges, interests, and remedies hereunder to any other person,
firm, entity, bank or corporation whatsoever without notice to or consent by
Guarantor, and such assignee shall be entitled to the benefits of this Guaranty
and to exercise all such rights, interests and remedies as fully as Landlord.  This Guaranty shall inure to the benefit of
Landlord, its successors and assigns, and shall bind Guarantor jointly and
severally, together with its heirs, representatives,
successors and assigns. If more than one party shall execute this Guaranty, the
term “Guarantor” shall mean all parties executing this Guaranty, and all such
parties shall be jointly and severally obligated hereunder.


 


This Guaranty shall be construed in accordance with the laws of the
state in which the Premises are located, and such laws shall govern the
interpretation, construction and enforcement hereof.  Wherever possible each provision of this
Guaranty shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


Guarantor hereby (a) submits to the nonexclusive jurisdiction of
the United States District Court for the District in which the Premises are
located and of any state court sitting in the District for the purposes of all
legal proceedings arising out of or relating to this Guaranty; and (b) irrevocably
waives, to the fullest extent permitted by law, any objection which it may now
or


 


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hereafter
have to the laying of the venue of any such proceeding brought in such court
and any claim that any such proceeding brought in such court has been brought
in an inconvenient forum.  Notwithstanding
anything herein to the contrary, nothing herein to the contrary, nothing herein
shall limit the right of Landlord to bring proceedings against Guarantor in the
courts of any other jurisdiction.


 


To the extent permitted by law, Guarantor expressly waives and
relinquishes any and all rights and remedies of surety, including but not
limited to, any statutory rights related thereto.  This
Guaranty supercedes and replaces all previous guarantees by the Guarantor for
the Lease, more specifically the Guaranty signed and dated May 27, 2004.


 


	
   

  	
  SIGNED, SEALED AND DELIVERED as of
  the       day
  of          , 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  6-28-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 


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