Exhibit 10.26


 


LEASE


 


1.             Parties.  This
Lease, dated, for reference purposes only August 5, 2005, is made by and
between 47 Limited,  LLC,
with address of 2000 Clay Street, Suite 200, Denver, Colorado 80211,
(herein called “Lessor”) and Local
Matters, Inc. with
address of 1517 Black St, Ste 200 Denver,
Colorado (herein called “Lessee”).


 


2.             Premises.  Lessor hereby leases to Lessee and Lessee leases from Lessor for the
term, at the rental, and upon all of the terms and conditions set for herein,
the real property and improvements known as 12221 Auraria Parkway, Denver, Colorado
80204. Said property including the land and all improvements thereon, is herein
called the “Premises.”


 


3.                                       Term.


 


3.1           Term.  The term of this Lease shall be for a period
of five (5) years, commencing on September 1, 2005, and terminating
on August 31, 2010, unless sooner terminated pursuant to any provision
hereof.


 


3.2           Delay in Commencement.
 Notwithstanding said commencement date,
if for any reason Lessor cannot deliver
possession of the Premises to Lessee on said date, Lessor shall
not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or the obligations of Lessee hereunder or extend the
term hereof, but in such case Lessee shall
not be obligated to pay rent until possession of the Premises
is tendered to Lessee; provided, however, that if
Lessor shall not have delivered
possession of the Premises within
sixty (60) days from said commencement date, Lessee
may, at Lessee’s option, by notice in writing
to Lessor within ten (10) days
thereafter, cancel this Lease, in which
event the parties shall be discharged from all obligations hereunder.  If Lessee occupies
the Premises prior to said commencement
date, such occupancy shall be subject to all provisions hereof, such occupancy
shall not advance the termination date, and Lessee
shall pay rent for such period at the initial monthly rates set forth below,
unless otherwise provided herein.


 


4.             Rent.  Lessee shall pay to Lessor as rent
for the Premises the rental set forth on ADDENDUM ONE, attached and incorporated herein by this
reference.  The rental shall be paid in
advance, on the first day of each month during the term hereof.  Lessee shall
pay Lessor upon the execution hereof  $19,146.88 for September, 2005.  The rent shall be payable in lawful money of
the United States to Lessor at the
address stated herein or to such other persons or at such other places as Lessor may designate in writing.


 


5.             Security Deposit.  Lessee shall deposit with Lessor
upon execution hereof the Letter of Credit as identified in Addendum One, as security for Lessee’s
faithful performance of Lessee’s
obligations hereunder.  If Lessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Lease,
Lessor may call upon the Letter of
Credit for the payment of any rent or other charge in default or for the
payment of any other sum to which Lessor may
become obligated by reason of Lessee’s
default, or to compensate Lessor for any
loss or damage which Lessor may
suffer thereby.  If Lessor
calls upon the Letter of Credit as provided for herein and receive payment
there from, Lessee shall within ten (10) days
after written demand therefore from Lessor, restore
the Letter of Credit to the full amount required under the terms stated in this
Lease and Lessee’s
failure to do so shall be a material breach of this Lease.  If Lessee performs
all of Lessee’s obligations hereunder, said
Letter of Credit, or so much thereof as has not theretofore been applied by Lessor, shall be released from the terms and conditions of
this Lease to Lessee within sixty (60) days
after expiration of the term hereof, and after Lessee
has vacated the Premises.


 


6.             Use.


 


6.1           Use.  The Premises shall be used and occupied only for general office
use and ancillary uses related thereto.


 


6.2           Compliance with Law.  Lessee shall, at Lessee’s
expense, comply promptly with all applicable statutes, ordinances, rules,
regulations, orders and requirements in effect during the term or any part of
the term hereof regulating the use by Lessee of the Premises.  Lessee shall not use or permit the use of the Premises in any manner that will tend to create waste or a
nuisance or, if there shall be more than one tenant of the building containing
the Premises, which shall tend to disturb
such other tenants.


 


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6.3           Condition of Premises.  Lessee hereby accepts the Premises
in its condition existing as of the date of the execution hereof, subject to
the terms and conditions of ADDENDUM ONE,
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use of the Premises,
and accepts this Lease subject thereto and to all
matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor
nor Lessor’s agent has made any
representation or warranty as to the suitability of the Premises
for the conduct of Lessee’s
business.


 


7.             Maintenance, Repairs and Alterations.


 


7.1           Lessor’s Obligations.  Subject to the terms and conditions of this Lease, specifically without limitation the provisions of Section 7.2,
Article 9 and except for damage caused by any negligent or intentional
act, or omission of Lessee, Lessee’s agents, employees, or invitees, Lessor, at Lessor’s
expense, shall keep in good order, condition and repair the Premises.  Lessor
shall have no obligation to make repairs under this Paragraph 7.1 until a
reasonable time after receipt of written notice of the need for such repairs.  Lessee
expressly waives the benefits of any stature now or hereafter in effect which
would otherwise afford Lessee the
right to make repairs at Lessor’s
expense or to terminate this Lease because
of Lessor’s failure to keep the Premises in good order, condition and repair.


 


7.2           Lessee’s Obligations.


 


(a)           Subject to the provision of Paragraph 9 and
Paragraph 7.1, Lessee, at Lessee’s
expense, shall keep in clean and good order the Premises.
 Lessee’s
obligations hereunder shall include providing janitorial service.


 


(b)           If Lessee fails to
perform Lessee’s obligations under this
Paragraph 7.2, Lessor may at Lessor’s
option enter upon the Premises after (a) five
(5) days prior written notice to Lessee, which
notice shall provide Lessee ten
(10) days to cure the failure to perform, (b) Lessee
fails to cure the failure to perform within said ten (10) days, and put
the same in good order and condition and the cost thereof together with
interest thereon at the rate of 18% per annum shall be due and payable as
additional rent to Lessor together
with Lessee’s next rental installment.


 


(c)           On the last day of the term hereof, or on any
sooner termination, Lessee shall
surrender the Premises to Lessor
in the same condition as received, broom clean, ordinary wear and tear excepted.
 Lessee shall
repair any damage to the Premises
occasioned by the removal of its trade fixtures, furnishings and equipment
pursuant to Paragraph 7.3(c), which repair shall include the patching and
fitting of holes and repair of structural damage.


 


7.3           Alterations and Additions.


 


(a)           Lessee shall not, without Lessor’s
prior written consent, make any alterations, improvements, additions, or
utility installations in, on or about the Premises,
except for non-structural
alterations not exceeding $1,000.00 in cost.  As used in this Paragraph 7.3, the term “utility installations” shall
include bus ducting, power panels, fluorescent fixtures, space heaters,
conduits and wiring.  As a condition to
giving such consent, Lessor may
require Lessee to provide Lessor,
at Lessee’s sole cost and expense, a lien
and completion bond in an amount equal to one and one-half times the estimated
cost of such improvements, to insure Lessor against
any liability for mechanics’ and material men’s liens
and to insure completion of the work.  As
an additional condition to giving consent Lessor may
require all such work be done by contractors hired by Lessor,
for which Lessee shall be responsible for all
costs.


 


(b)           Lessee shall pay, when due, all claims for labor or
material furnished or alleged to have been furnished to or for Lessee at or for use in the Premises,
which claims are or may be secured by mechanics’ or material men’s lien against
the Premises or any interest therein.  Lessee shall
give Lessor not less than ten (10) days’
notice prior to the commencement of any work in the Premises,
and Lessor shall have the right to post
notices of non-responsibility in or on the Premises as
provided by law.


 


(c)           All alterations, improvements, additions and
utility installations (whether or not such utility installations
constitute trade fixtures of Lessee), which
may be made on the Premises, shall
become the property of Lessor and
remain upon and be surrendered with the Premises at the
expiration of the term.  Notwithstanding
the provisions of this Paragraph 7.3(c), Lessee’s
machinery and equipment, other than that which is affixed to the Premises so that it cannot be removed without material
damage to the Premises, shall remain the
property of Lessee and may be removed by Lessee subject to
the provisions of Paragraph 7.2(c).


 


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8.             Insurance; Indemnity.


 


8.1           Liability Insurance.  Lessee shall, at Lessee’s sole
expense, obtain and keep in force during the term of this Lease
a policy of comprehensive public liability insurance insuring Lessor and Lessee against
any liability arising out of the ownership, use, occupancy or maintenance of
the Premises and all areas appurtenant
thereto.  Such insurance shall be in an
amount of not less than $1.0 million for injury to or death of one person in
any one accident or occurrence and in an amount of not less than $1.0 million
for injury to or death of more than one person in any one accident or
occurrence.  Such insurance shall further
insure Lessor and Lessee
against liability for property damage of at least $1.0 million.  The limits of said insurance shall not,
however, limit the liability of Lessee
hereunder.  If Lessee
shall fail to procure and maintain said insurance, Lessor may but shall not be
required to procure and maintain the same, but if Lessor
does so, the liability insurance costs shall be at the expense of Lessee.


 


8.2           Property Insurance.  Lessor shall obtain and keep in force during the term of
this Lease a policy or policies of insurance covering loss or damage to the Premises, in the amount of the full replacement value
thereof, providing protection against all perils included within the
classification of fire, extended coverage, vandalism, malicious mischief,
special extended perils (all risk).


 


8.3           Insurance Policies.  Insurance
required hereunder shall be with companies rated AAA or better in “Best’s Insurance
Guide.” Lessee shall deliver to Lessor copies of policies of liability insurance required
under paragraph 8.1 or certificates evidencing the existence, coverages and
amounts of such insurance with loss payable clauses satisfactory to Lessor.  No such
policy shall be cancelable or subject to reduction of coverage or other
modification except after fifteen (15) days advance written notice to Lessor.  Lessee shall, within fifteen (15) days prior to the
expiration of such policies, furnish Lessor with
renewals or “binders” thereof, or Lessor may
order such insurance and charge the cost thereof to Lessee,
which amount shall be payable by Lessee upon
demand.  Lessee
shall not do or permit to be done anything which shall invalidate the insurance
policies referred to hereinabove.


 


8.4           Indemnity.  Lessee shall indemnify and hold harmless Lessor from and against any and all claims arising from Lessee’s possession and use of the Premises,
or from the conduct of Lessee’s
business or from any activity, work or things done, permitted or suffered by Lessee in or about the Premises or
elsewhere and shall further indemnify and hold harmless Lessor
from and against any and all claims arising from any breach or default in the
performance of any contractors, or employees and from and against all costs,
attorney’s fees, expenses and liabilities incurred in the defense of any such
claim or any action or proceeding brought thereon; and in case any action or
proceeding be brought against Lessor by
reason of any such claim, Lessee upon
notice from Lessor shall defend the same at Lessee’s expense by counsel satisfactory to Lessor.  Lessee, as a
material part of the consideration to Lessor, hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises arising from any cause and Lessee hereby waives all claims in respect thereof against Lessor.


 


8.5           Exemption of Lessor from Liability.  Lessee hereby
agrees that Lessor shall not be liable for
injury to Lessee’s business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of Lessee, Lessee’s
employees, invitees, customers, or any other person in or about the Premises, nor shall Lessor be
liable for injury to the person of Lessee, Lessee’s employees, agents or contractors, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said
damage or injury results from conditions arising upon the Premises
or upon other portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is
inaccessible to Lessee.  Lessor shall
not be liable for any damage arising from any act or neglect of any other
tenant, if any, of the building in which the Premises
are located.


 


9.             Damage or
Destruction.


 


9.1           Partial Damage-Insured.  Subject to the provisions of Paragraph 9.4, if
the Premises are damaged and such damage
was caused by a casually covered under an insurance policy maintained pursuant
to Paragraph 8.2, Lessor shall at Lessor’s
expense repair such damages as soon as reasonable possible and this Lease shall continue in full force and effect.


 


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9.2           Partial Damage-Uninsured. 
Subject to the provisions of Paragraph 9.4, if at anytime during the
term hereof the Premises are damaged, except by a
negligent or willful act of Lessee, and
such damage was caused by a casualty not covered under an insurance policy
maintained by Lessor pursuant to Paragraph 8.2, Lessor may at Lessor’s option
(i) repair such damage as soon as reasonably possible at Lessor’s expense, in which event this Lease shall continue
in full force and effect, or (ii) give written notice to Lessee within thirty (30) days after the date of the
occurrence of such damage of Lessor’s
intention to cancel and terminate this Lease as of the
date of the occurrence of such damage.  In
the event Lessor elects to give such Notice of Lessor’s intention to cancel and terminate this Lease, Lessee shall have the right within ten (10) days
after the receipt of such notice to give written notice to Lessor
of Lessee’s intention to repair such
damage at Lessee’s
expense, without reimbursement from Lessor, in
which event this Lease shall continue in full force
and effect, and Lessee shall proceed to make such
repairs as soon as reasonable possible.  If
Lessee does not give such notice within
such 10-day period this Lease shall be
canceled and terminated as of the date of the occurrence of such damage.


 


9.3           Total Destruction.  If
at any time during the term hereof the Premises are
totally destroyed from any cause whether or not covered by the insurance
maintained by Lessor pursuant to Paragraph 8.2 (including
any total destruction required by any authorized public authority) this Lease shall automatically terminate as of the date of such
total destruction.


 


9.4           Damage Near End of Term.  If
the Premises are partially destroyed or
damaged during the last one month of the term of this Lease,
Lessor may at Lessor’s
option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of Lessor’s
election to do so within 10 days after the date of occurrence of such damage.


 


9.5           Abatement of Rent; Lessee’s
Remedies.


 


(a)           If the Premises are
partially destroyed or damaged and Lessor or Lessee repairs or restores them pursuant to the provisions
of this Article, the rent payable hereunder for the period during which such
damage, repair or restoration continues shall be abated in proportion to the
degree to which Lessee’s use of the Premises is impaired. Except for abatement of rent, if any, Lessee shall have no claim against Lessor for any damage suffered by reason of
any such damage, destruction, repair or restoration.


 


(b)           If Lessor shall be
obligated to repair or restore the Premises under
the provisions of this Paragraph 9 and shall not commence such repair or
restoration within 90 days after such obligations shall accrue, Lessee may at Lessee’s option cancel and terminate this Lease by giving Lessor written
notice of Lessee’s election to do so at any time
prior to the commencement of such repair or restoration.  In such event this Lease
shall terminate as of the date of such notice.  Any abatement in rent shall be computed as
provided in Paragraph 9.5(a).


 


9.6           Termination-Advance Payments.  Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee
to Lessor, and the Letter of Credit shall
be released provided Lessee is not
in default under any of the terms
and conditions hereof.


 


10.           Personal Property Taxes.


 


10.l          Payment of Real Property Tax.  Lessor shall pay all real property taxes applicable to the Premises during the term of the Lease.


 


10.2         Personal Property Taxes.


 


(a)           Lessee shall pay prior to delinquency all taxes
assessed against and levied upon trade fixtures, furnishings, equipment and all
other personal property of Lessee,
including without limitation the furniture being used by Lessee
pursuant to Addendum One, contained in the Premises.  When
possible, Lessee shall cause said trade fixtures,
furnishings, equipment and all other personal property to be assessed and
billed separately from the real property and fixtures of Lessor.


 


(b)           If any of Lessee’s
said personal property shall be assessed with Lessor’s
real property, Lessee shall pay Lessor the taxes attributable to Lessee
within 10 days after receipt of a written statement setting forth the taxes applicable
to Lessee’s property.


 


11.           Utilities.  Lessee shall pay for all water, gas, heat, light, power, and
other utilities and services supplied to the Premises,
together with any taxes thereon.


 


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12.           Lessor’s Consent Required.


 


12.1         Lessor’s Consent Required.  Lessee shall not voluntarily or by operation of law assign,
transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee’s
interest in this Lease or in the Premises, without Lessor’s prior
written consent, which consent may not be unreasonably conditioned or withheld.
 Any attempted assignment, transfer, mortgage,
encumbrance or subletting without such consent shall be void, and shall
constitute a breach of this Lease.  Lessor
acknowledges it is the intent of the Lessee to
sublease on a short term basis one floor for which Lessee
shall be paying rent consistent with Section 4.0.


 


12.2         No Release of Lessee.  Regardless
of Lessor’s consent, no subletting or
assignment shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations
to be performed by Lessee
hereunder.  The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver
by Lessor of any provision hereof.  Consent to one assignment or subletting shall
not be deemed consent to any subsequent assignment or subletting.


 


12.3         Attorney’s Fees.  In
the event that Lessor shall consent to a sublease
or assignment under Paragraph 12.1, Lessee shall
pay Lessor’s reasonable attorneys’ fees not
to exceed $1000 incurred in connection with giving such consent.


 


13.           Defaults; Remedies.


 


13.1         Defaults.  The
occurrence of any one or more of the following events shall constitute a
material default and breach of this Lease by Lessee:


 


(a)           The
vacating or abandonment of the Premises by Lessee.


 


(b)           The failure by Lessee
to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall
continue for a period of three (3) days after written notice thereof from Lessor to Lessee.


 


(c)           The failure by Lessee
to observe or perform any of the covenants, conditions or provisions of the Lease to be observed or performed by Lessee,
other than described in paragraph (b) above, where such failure shall
continue for a period of three (3) days after written notice hereof from Lessor to Lessee;
provided, however, that if the nature of Lessee’s
default is such that more than three (3) days are reasonable required for
its cure, then Lessee shall not be deemed to be
in default if Lessee commenced such cure within
a 10-day period and thereafter diligently prosecutes such cure to completion.


 


(d)(i)       The making by Lessee
of any general assignment, or general arrangement for the benefit of creditors;
(ii) the filing by or against Lessee of a
petition to have Lessee adjudged a bankrupt or a
petition or reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Lessee,
the same is dismissed within 60 days; (iii) the appointment of a trustee
or receiver to take possession of substantially all of Lessee’s
assets located at the Premises or of Lessee’s interest in this Lease,
where possession is not restored to Lessee within
30 days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee’s assets
located at the Premises or of Lessee’s interest in this Lease,
where such seizure is not discharged within 30 days.


 


13.2         Remedies.  In
the event of and during the continuance of any such material default or breach
by Lessee, Lessor
may at any time thereafter, with or without additional notice or demand and
without limiting Lessor in the exercise of any
right or remedy which Lessor may have
by reason of such default or breach:


 


(a)           Terminate Lessee’s
right to possession of the Premises by any
lawful means, in which case this Lease shall
terminate and Lessee shall immediately surrender
possession of the Premises to Lessor.  In such event
Lessor shall be entitled to recover
from Lessee all damages incurred by Lessor by reason of Lessee’s
default including, but not limited to, the cost of recovering possession of the
Premises; expenses of re-letting,
including neccessary repairs to the Premises,
reasonable attorney’s fees, and any real estate commission actually paid to
relet the Premises; the balance of rent due or to
become due for the balance of the term of this Lease,
subject to Lessor’s obligation to mitigate
damages by make all reasonable efforts to relet the Premises;
that portion of the leasing commission paid by Lessor
applicable to the unexpired term of this Lease.  Unpaid installments of rent or other sums
shall bear interest from the date due at the rate of 18% per annum.  In the event Lessee
shall have abandoned the Premises, Lessor shall have the option of (i) retaking possession
of the Premises and recovering from Lessee the amount specified in the Paragraph 13.2(a), or (ii) proceeding
under Paragraph 13.2(b).


 


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(b)           Maintain Lessee’s right
to possession in which case this Lease shall
continue in effect whether or not Lessee shall
have abandoned the Premises.  In such event Lessor
shall be entitled to enforce all of Lessor’s rights
and remedies under this Lease, including the right to recover the rent as it becomes
due hereunder.


 


(c)           Pursue any other remedy now or hereafter
available to Lessor under the laws or judicial
decisions of the State of Colorado.


 


13.3         Default by Lessor.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a
reasonable time, but in no event later than thirty (30) days after written
notice by Lessee to Lessor
specifying wherein Lessor has
failed to perform such obligation; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) days
are required for performance then Lessor shall
not be in default if Lessor commences
performance within such 30-day period and thereafter diligently prosecutes the
same to completion.


 


13.4         Late Charges.  Lessee hereby acknowledges that late payment by Lessee to Lessor of rent
and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering
the Premises.  Accordingly, if any installment of rent or
any other sum due from Lessee shall
not be received by Lessor or Lessor’s designee within the (10) days after such amount
shall be due, Lessee shall pay to Lessor a late charge equal to 18% of such overdue amount.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor
will incur by reason of late payment by Lessee.  Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, to
prevent Lessor from exercising any of the other
rights and remedies granted hereunder.


 


14.           Condemnation.  If
the Premises or any portion thereof are
taken under the power of eminent domain, or sold under the threat of the
exercise of said power (all of which are herein called “condemnation”), this Lease shall terminate as to the part so taken as of the date
the condemning authority takes title or possession, whichever first occurs.  If more than 10% of the floor area of the
improvements on the Premises, or
more than 25% of the land area of the Premises which
is not occupied by any improvements, is taken by condemnation, Lessee may, at Lessee’s
option, to be exercised in writing only within ten (10) days after Lessor shall have given Lessee written
notice of such taking (nor in the absence of such notice, within ten (10) days
after condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such
possession.  If Lessee does not
terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force
and effect as to the portion of the Premises
remaining, except that the rent shall be reduced in the proportion that the
floor area taken bears to the total floor area of the building situated on the Premises.  Any award
for taking of all or any part of the Premises under
the power of eminent domain or any payment made under threat of the exercise of
such power shall be the property of Lessor, whether
such award shall be made as compensation
for diminution in value of the leasehold or for the taking of the fee, or as
severance damages.  In the event that
this Lease is not terminated by reason of
such condemnation, Lessor shall,
to the extent of severance damages received by Lessor
in connection with such condemnation, repair any damage to the Premises caused by such condemnation except to the extent
that Lessee has been reimbursed therefor by
the condemning authority.  Lessee shall pay any amount in excess of such severance
damages required to complete such repair.


 


15.           General Provisions.


 


15.1         Estoppel Certificate.


 


(a)           Lessee shall at any time upon not less than ten (10) days’
prior written notice from Lessor execute,
acknowledge and deliver to Lessor a
statement in writing (1) certifying that this Lease
is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease,
as so modified, is in full force and effect) and the date to which the rent and
other charges are paid in advance, if any, and (ii) acknowledging that there
are not, to Lessee’s knowledge, any uncured
defaults on the party of Lessor
hereunder or specifying such defaults if any are claimed.  Any such statement may be conclusively relied
upon by any prospective purchaser or encumbrancer of the Premises.


 


(b)           Lessee’s failure to deliver such statement within
such time shall be conclusive upon Lessee (i) that
this Lease is in full force and effect,
without modification except as may be represented by Lessor,
(ii) that there are no uncured defaults in Lessor’s
performance, and (iii) that not more than one months’s rent has been paid in
advance.


 


(c)           If Lessor desires
to finance or refinance the Premises, or
any part thereof, Lessee agrees
to deliver to any lender designated by Lessor such
financial statements of Lessee as may
be reasonable required by such lender.  Such


 


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statements shall include the past three years’
financial statements of Lessee.  All such financial statements shall be
received by Lessor in confidence and shall be
used only for the purposes herein set forth.


 


15.2         Lessor’s Liability.  The
term “Lessor” as used herein shall mean only
the owner or owners at the time in question of the fee title or a lessee’s
interest in a ground lease of the Premises, and except as expressly provided in Paragraph
15, in the event of any transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers
the then grantor) shall be relieved from and after the date of such transfer of
all liability as respects Lessor’s obligations
thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in
which Lessee has an interest, shall be
delivered to the grantee.  The
obligations contained in this Lease to be performed
by Lessor shall, subject as aforesaid, be
binding on Lessor’s successors and assigns,
only during their respective periods of ownership.


 


15.3         Severability.  The
invalidity of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect the validity
of any other provision hereof.


 


15.4         Interest on Past-due Obligations.  Except
as expressly herein provided, any amount due to Lessor
not paid when due shall bear interest at 18% per annum from the date due.  Payment of such interest shall not excuse or
cure any default by Lessee under
this Lease.


 


15.5         Time of Essence.  Time
is of the essence.


 


15.6         Captions.  Article and
paragraph captions are not a part hereof.


 


15.7         Incorporation of Prior Agreements;
Amendments.  This Lease contains
all agreements of the parties with respect to any matter mentioned herein.  No prior agreement or understanding pertaining
to any such matter shall be effective.  This
Lease may be modified in writing only,
signed by the parties in interest at the time of the modification.


 


15.8         Notices.  Any
notice required or permitted to be given hereunder shall be in writing and may
be served personally or by regular mail, addressed to Lessor
and Lessee respectively at the addresses
set forth after their signatures at the end of this Lease.


 


15.9         Waivers.  No
waiver by Lessor of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by Lessee of the same or any other provision.  Lessor’s
consent to or approval of any act shall not be deemed to render unnecessary the
obtaining of Lessor’s consent to or approval of
any subsequent act by Lessee. The
acceptance of rent hereunder by Lessor shall
not be a waiver of any preceding breach by Lessee of any provision hereof, other than the
failure of Lessee to pay the particular rent
to so accepted, regardless of Lessor’s
knowledge of such preceding breach at the time of acceptance of such rent.


 


15.10       Recording.  Lessee shall not record this Lease
without Lessor’s prior written consent, and
such recordation shall at the option of Lessor,
constitute a non-curable default of Lessee
hereunder.


 


15.11       Holding Over.  If Lessee remains in possession of the Premises
or any part thereof after the expiration of the term hereof without the express
written consent of Lessor, such
occupancy shall be a tenancy at will, at a rental in the amount of the 150% of
the last monthly rental plus all other charges payable hereunder, and upon all
the terms hereof applicable to a tenancy at will.


 


15.12       Cumulative Remedies.  No
remedy or election hereunder shall be deemed exclusive but shall, wherever possible,
be cumulative with all other remedies at law or in equity.


 


15.13       Covenants and Conditions.  Each
provision of this Lease
performable by Lessee shall be deemed both a covenant
and a condition.


 


15.14       Binding Effect; Choice of Law.  Subject to any provisions hereof restricting
assignment or subletting by Lease and
subject to the provisions of Paragraph 16.2, this Lease
shall bind the parties, their personal representatives, successors and assigns.
 This Lease
shall be governed by the laws of the State of Colorado.


 


15.15       Subordination.


 


(a)           This Lease, at Lessor’s option, shall be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the real property of which the Premises
are a part and to any and all advances made on the security thereof and to all
renewals, modifications, consolidations, replacements and extensions thereof.  Notwithstanding such subordination, Lessee’s right to quiet possession of the Premises shall not be disturbed if Lessee
is not in default and so long as Lessee shall
pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is
otherwise terminated pursuant to its terms.  If any mortgagee, trustee or ground lessor
shall elect to have this Lease prior to lien of its mortgage, deed of trust or ground
lease, and shall give written notice thereof to Lessee,
this Lease shall be deemed prior to such
mortgage, deed of trust, or ground lease, whether this Lease
is date prior or subsequent to the date of said mortgage, deed of trust or
ground lease or the date of recording thereof.


 


7

















 


(b)           Lessee agrees to execute any documents required to
effectuate such subordination or to make this Lease
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be, and failing to do so within ten (10) days after written demand,
does hereby make, constitute and irrevocably appoint Lessor
as Lessee’s attorney in fact and in Lessee’s name, place and stead, to do so.


 


15.16       Attorney’s Fees.  If
either party brings an action to enforce the terms hereof or declare rights
hereunder, the prevailing party in any such action, on trial or appeal, shall
be entitled to his reasonable attorney’s fees to be paid by the losing party as
fixed by the court.


 


15.17       Lessor’s Access.  Lessor and Lessor’s agents
shall have the right to enter the Premises at
reasonable times for the purpose of inspecting the same, showing the same to
prospective purchasers, or lenders, and making such alterations, repairs,
improvements or additions to the Premises or to
the building of which they are a part as Lessor may deem
necessary or desirable.  Lessor may at any time place on or about the Premises any ordinary “For Sale” signs and Lessor may at any time during the last 120 days of the term
hereof place on or about the Premises any
ordinary “For Lease” signs, all without rebate or rent or liability to Lessee.


 


15.18       Signs and Auctions.  Lessee shall not place any sign upon the Premises or conduct any auction thereon without prior
written notice to Lessor.  All signs shall comply with applicable
government regulations.  Lessee shall have exclusive right to utilize the maximum
allowed signage, at Lessee’s sole
expense, on the Premises.


 


15.19       Merger.  The
voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a
merger, and shall, at the option of Lessor,
terminate all or any existing sub-tenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such sub-tenancies.


 


15.20       Hazardous Materials.  Lessee shall not generate, use, store or dispose of any
Hazardous Material in, on, or about the Premises except
as specifically provided for herein.  Hazardous
Materials shall mean: (a) “hazardous waste” as defined by the Resource
Conservation and Recovery Act of 1976 (RCRA) as amended, (b) “hazardous
substances” as defined by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA) as amended, (c) “toxic
substances” as defined by the Toxic Substances Control Act, as amended, (d) “hazardous
materials,” as defined by the Hazardous Materials Transportation Act, as
amended, (e) oil or other petroleum products, and (f) any substance whose
presence could be detrimental to health or to the environment.  This provision shall not prohibit Lessee from using or storing such products as may be necessary
for the conduct of its business, provided that a) such substances are used and stored
in the minimum amounts necessary for such business, and b) Lessee
indemnifies and holds Lessor harmless
for any and all soil and/or groundwater contamination resulting directly or
indirectly there from, and c) paints and solvents are stored in the locker
provided by Lessor.


 


15.21       Parking Spaces.  Lessee shall be allowed parking as provided in ADDENDUM ONE.


 


15.22       Corporate Authority.  If Lessee is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants
that he is duly authorized to
execute and deliver this Lease on behalf
of said corporation in accordance with a duly adopted resolution of the Board
of Directors of said corporation or in accordance with the Bylaws of said
corporation, and that this Lease is
binding upon said corporation in accordance with its terms.  If Lessee is a
corporation Lessee shall, within thirty (3) days
after execution of this Lease, deliver
to Lessor a certified copy of a resolution
of the Board of Directors of said corporation authorizing or ratifying the
execution of this Lease.


 


8

















 


The parties hereto have
executed this Lease at the place and on the
dates specified immediately adjacent to their respective signatures.


 


Executed on the 5 day of August, 2005.


 


	
  Lessor:

  	
  Lessee:

  
	
  47 Limited, LLC

  	
  Local
  Matters, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
  /s/ Bruce S. Scott

  	
   

  	
  by

  	
  /s/ Perry Evans

  	
   

  
	
  Bruce S. Scott

  	
  Name: Perry Evans

  
	
  Managing Member

  	
  Title: CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
  /s/ Terence J. Brown

  	
   

  	
   

  
	
  Terence J. Brown

  	
   

  
	
  Managing Member

  	
   

  



 


9

















 


	
  EXHIBIT

  	
   

  	
   

  
	
  Section 2 - Premises Drawing

  
	
  Lease

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  August   , 2005

  
	
  Lessor:

  	
   

  	
  47 Limited, LLC

  
	
  Lessee:

  	
   

  	
  Local Matters, Inc.

  
	
  Premises:

  	
   

  	
  1221 Auraria Parkway

  Denver, Colorado

  



 

















 





 

















 


ADDENDUM ONE


 


	
  Date:

  	
   

  	
  August  , 2005
  

  
	
  Document:  

  	
   

  	
  Lease

  
	
   

  	
  Lessor:

  	
   

  	
  47 Limited, LLC

  
	
   

  	
  Lessee:

  	
   

  	
  Local Matters, Inc.

  
	
   

  	
  Premises:

  	
   

  	
  1221 Auraria Parkway

  
	
   

  	
   

  	
   

  	
  Denver, Colorado

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


This ADDENDUM ONE is
incorporated into the Lease by this
reference.


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Square Footage

  	
   

  	
  The improvements located
  on the property consist of one (1) four (4) story building 

  with a basement, which building totals 23,660 rentable square feet.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Early Possession

  	
   

  	
  Lessee shall be entitled to early possession of
  the Premises as of August 1, 2005,
  for purposes including but not limited to:

  installing
  cable - telephone, data

  furniture move in and set up

  office equipment installation

  preparation for opening for business.

  
	
   

  	
   

  	
   

  	
   

  	
  Lessee may commence office use on the fourth
  floor for a small group of executives and administrative staff prior to
  September 1, 2005, provided such use does interfere with tenant
  improvements to be constructed. 

  Lessee shall not be obligated to pay
  rent for the period of early possession (prior to 

  September 1, 2005).

  



 

















 


ADDENDUM ONE


Page 2


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
   

  	
  Base Annual Rent

  



 


	
  Months

  	
   

  	
  Floors

  	
   

  	
  Rate/RSF

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1 thru 12

  	
   

  	
  1,3,4

  	
   

  	
  $

  	
  16.50

  	
   

  	
  $

  	
  19,146.88

  	
   

  	
  $

  	
  229,762.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13 thru 24

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  17.00

  	
   

  	
  $

  	
  26,249.42

  	
   

  	
  $

  	
  314,993.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25 thru 36

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  17.50

  	
   

  	
  $

  	
  31,297.29

  	
   

  	
  $

  	
  375,567.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37 thru 48

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  33,613.42

  	
   

  	
  $

  	
  403,361.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49 thru 60

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  19.50

  	
   

  	
  $

  	
  34,385.46

  	
   

  	
  $

  	
  412,625.50

  	
   

  



 


In
the event Lessee shall commence the use of the
following floors in advance of the date stated above for commencement of
rent,ie:


 


	
  Floor

  	
   

  	
  Commencement Date

  
	
  B

  	
   

  	
  September 1, 2007

  
	
  2

  	
   

  	
  September l, 2006

  



 


Lessee shall
commence paying rent from date of commencement of use at the rate provided
above.


 


	
  4.2

  	
   

  	
  Operating

  Expenses

  	
   

  	
  

  Except as provided in Sections 7 and 11, all operating expenses and real
  property taxes for the Premises for
  the first year (Base Year-September 1, 2005 thru August 31, 2006) and all
  subsequent years of the Term hereof, shall be the obligation of Lessor. For each subsequent year to the Base Year,
  increases, if any in operating expenses and taxes over the Base Year as
  identified above shall be the responsibility of Lessee.
  Lessor shall be responsible for payment of all operating expenses
  and taxes.

  



 


2

















 


ADDENDUM ONE


Page
3


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lessor shall provide invoices, billings and proof
  of payment within thirty (30) days after each anniversary date of this Lease. Lessee
  shall remit to Lessor amounts due hereunder within forty five (45) days
  after receipt of the documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Letter of
  Credit

  	
   

  	
  Lessee shall deposit with Lessor
  upon execution hereof, a Letter of Credit approved as to form by Lessor in advance, in the principal amount of $185,000.00
  to secure Lessee’s performance of all of
  the terms and conditions in this Lease. The
  Letter of Credit shall provide for Lessor to
  make call(s) upon a default by Lessee under
  this Lease. The Letter of Credit shall
  decrease by $37,000.00 on each anniversary date of this Lease,
  provided Lessee is not in default under
  the terms of this Lease.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Tenant
  Improvements

  	
   

  	
  Lessor shall provide the sum of one hundred
  eighty five thousand dollars($185,000.00) for tenant improvement allowance.
  The tenant finish scope specifications are identified on the attached
  exhibits:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Exhibit One

  	
  Tenant
  Improvement Drawings

  
	
   

  	
   

  	
   

  	
   

  	
  Exhibit Two

  	
  Tenant
  Improvement Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The tenant improvements
  shall be completed in accordance with all drawings, plans and specifications
  and any amendments thereto approved in advance by Lessor.

  Tenant finish shall be completed according to the following schedule:

  
	
   

  	
   

  	
   

  	
   

  	
  Floors l,3,4

  	
  on or before September 1,
  2005. Priority assigned to server room and fourth floor improvements.

  
							



 


3

















 


ADDENDUM ONE


Page 4


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Floor 2

  	
  thirty (30)
  days before scheduled occupancy as provided above.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lessor
  shall provide all mechanical systems including without limitation the HVAC
  and the freight and passenger elevators are and remain in good working order.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.21

  	
   

  	
  Parking

  	
   

  	
  On Site.
  Lessee shall lease from Lessor
  commencing on September 1, 2005, for the full term of this Lease the existing thirty (30) (approximate) parking
  spaces on site of the Premises.
  Rental at commencement shall be $60.00 per space per month, subject to annual
  increases upon receipt of thirty (30) day advance written notice of market
  rate increases from Lessor.  Lessee shall have use of the spaces Monday through Friday,
  6:00am to 6:00pm.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Off
  Site.  Lessee may
  lease up to an additional thirty-five (35) spaces through Lessor on the Pepsi Center site immediately north and
  adjacent to the Premises.  Lessee shall give Lessor ninety
  (90) days advance written notice of its desire to lease off-site spaces. Lessee may increase the number of off-site spaces with
  additional advance written notice to Lessor, but
  may not decrease the number of spaces leased by previous notice.

  Rental shall be at market rate (as established by the Pepsi Center) and is
  subject to increases on thirty (30) day advance written notice. Off-site
  spaces will be available 6:00am to 6:00pm, Monday through Friday. In the
  event of a daytime Pepsi Center event during the available time/date, the
  Pepsi Center has reserved the right to relocate the spaces to another
  location on the Pepsi Center site.

  



 


4

















 


ADDENDUM ONE


Page 5


 


	
  15.23

  	
   

  	
  Furniture

  	
   

  	
  Lessee shall be entitled to use the existing
  office furniture presently located on the Premises,
  which furniture is the property of Lessor. The
  furniture is inventoried on the attached Exhibit Three.
  Lessee upon termination of this Lease, shall leave the furniture on the Premises, in the same or better condition at commencement,
  reasonable wear and tear excluded.

  



 


5

















 


EXHIBIT ONE


Tenant Improvement Drawings


Lease


	
  Dated:

  	
  August   , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado

  



 

















 


EXHIBIT TWO


Tenant Improvement Specifications


Lease


	
  Dated:

  	
  August   , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado

  



 

















 


EXHIBIT THREE


Furniture Inventory - as of August 1, 2005


Lease


	
  Dated:

  	
  August   , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado