Exhibit 10.30


 


CANYONS CENTER


SUMMERLIN


LAS VEGAS, NEVADA


LEASE AGREEMENT


between


HOWARD HUGHES PROPERTIES,

LIMITED PARTNERSHIP


and


VENDING DATA CORPORATION


Dated December 29, 2006


 

















 


LEASE AGREEMENT


 


	
  TABLE OF CONTENTS

  	
   

  	
  PAGE

  
	
  ARTICLE 1 DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 LEASE GRANT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 LEASE TERM

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1
  DELIVERY OF POSSESSION

  	
   

  	
   

  
	
  3.2
  SUBSTANTIAL COMPLETION OF PREMISES

  	
   

  	
   

  
	
  3.3
  LANDLORD DELAYS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 USE OF PREMISES AND COMMON AREAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1
  PREMISES

  	
   

  	
   

  
	
  4.2
  COMMON AREAS OF BUILDING

  	
   

  	
   

  
	
  4.3
  LANDLORD’S RIGHTS IN COMMON AREAS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 BASE RENT AND ADDITIONAL RENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1
  BASE RENT

  	
   

  	
   

  
	
  5.2
  INTENTIONALLY OMITTED

  	
   

  	
   

  
	
  5.3
  ADDITIONAL RENT

  	
   

  	
   

  
	
  5.4
  INTEREST ON LATE PAYMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 BASE RENT ADJUSTMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 SERVICES TO BE FURNISHED BY LANDLORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 IMPROVEMENTS TO BE MADE BY LANDLORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 GRAPHICS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 CARE OF THE PREMISES BY TENANT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 REPAIRS AND ALTERATIONS BY TENANT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 USE OF ELECTRICAL SERVICES BY TENANT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 LAWS AND REGULATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1
  GENERAL

  	
   

  	
   

  
	
  14.2
  HAZARDOUS MATERIALS

  	
   

  	
   

  
	
  14.3
  CERTAIN INSURANCE RISKS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 BUILDING RULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16 ENTRY BY LANDLORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 17 ASSIGNMENT AND SUBLETTING

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 18 LIENS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 19 INSURANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1
  PROPERTY INSURANCE

  	
   

  	
   

  
	
  19.2
  LIABILITY INSURANCE

  	
   

  	
   

  
	
  19.3
  REQUIREMENTS FOR INSURANCE POLICIES

  	
   

  	
   

  
	
  19.4
  WAIVER OF SUBROGATION RIGHTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 20 INDEMNITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 21 PROPERTY DAMAGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 22 CONDEMNATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 23 DAMAGES FROM CERTAIN CAUSES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 24 EVENTS OF DEFAULT

  	
   

  	
   

  



 


2

















 


	
  ARTICLE 25 LANDLORD’S REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 26 LANDLORD’S DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 27 PEACEFUL ENJOYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 28 HOLDING OVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 29 SUBORDINATION TO MORTGAGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 30 LANDLORD’S LIEN

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 31 ATTORNEYS’ FEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 32 NO IMPLIED WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 33 PERSONAL LIABILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 34 SECURITY DEPOSIT/LETTER OF CREDIT

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 35 NOTICE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 36 SEVERABILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 37 RECORDATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 38 GOVERNING LAW

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 39 FORCE MAJEURE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 40 TIME OF PERFORMANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 41 TRANSFERS BY LANDLORD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 42 COMMISSIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 43 EFFECT OF DELIVERY OF THIS LEASE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 44 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 45 JOINT AND SEVERAL LIABILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 46 INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 47 INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 48 WAIVER OF JURY TRIAL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 49 NO MERGER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 50 COUNTERPARTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 51 EXHIBITS

  	
   

  	
   

  



 


3

















 


LIST OF EXHIBITS 


 


	
  Exhibit

  	
   

  	
  Description

  	
   

  	
  Principal Reference

  “In Section/Article”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “A”

  	
   

  	
  Legal Description

  	
   

  	
  1.4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “B”

  	
   

  	
  Floor Plan of the Premises

  	
   

  	
  1.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “C”

  	
   

  	
  Parking Agreement

  	
   

  	
  4.2(ii)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “D”

  	
   

  	
  Work Letter

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “E”

  	
   

  	
  Rules and Regulations

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “F”

  	
   

  	
  Commencement Memorandum

  	
   

  	
  1.22

  	
   

  



 


4

















 


CANYONS CENTER


 


LEASE AGREEMENT


 


THIS
LEASE AGREEMENT (the “Lease”), is made and entered into as of the 29th
day of December, 2006, between HOWARD HUGHES PROPERTIES, LIMITED
PARTNERSHIP, a Delaware limited partnership (“Landlord”), and VENDING DATA
CORPORATION, a Nevada corporation (“Tenant”).


 


W  I  T  N
E  S  S
E  T  H:


ARTICLE 1


 


DEFINITIONS


 


1.1
Intentionally omitted.


 


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


 


1.3
“Base Rent” shall be determined as follows:


 


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


 


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


 


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


 


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


 


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


 


The
Base Rent due for the first full calendar month during the Lease Term has been
paid to Landlord by Tenant contemporaneously with Tenant’s execution hereof.


 


1.4
“Building” shall mean (a) the parcel of real property described in Exhibit
“A” attached hereto and incorporated herein, (b) the office building and
parking structure built or to be built on such parcel of real property, and
(c) any and all other improvements thereon and appurtenances thereto. The
street address of the Building is 1120 Town Center Drive, Las Vegas, Nevada
89144; such street address may be modified by Landlord from time to time during
the Lease Term.


 


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


 


5

















 


1.6 “Building Shell” shall mean the condition of the Building completed
with the following improvements: (a) outside walls (not including
drywall), core walls, and elevator lobby areas completed to building standard
condition for public areas; (b) unfinished concrete floors throughout the
Premises, broom clean; (c) building standard 110 volt 220 amp. power
supplied to the Building Core along with 277/480 volt fluorescent lighting
power supplied to the Building Core; (d) men’s and ladies’ restroom facilities
with building standard finished located on each floor on which the Premises are
located; (e) building standard voice communication speakers and smoke
detectors in accordance with applicable building codes and provided only at the
core; and (f) mechanical, electrical, plumbing, life safety, heating, air
conditioning and ventilation in Building Core area as required to connect to
and service the Premises.


 


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


 


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


 


1.9 “Index” shall mean the Consumer Price Index,
Urban Wage Earners and Clerical Workers for Los Angeles, Anaheim and Riverside
Area, all items (1982-1984=100), as published by the Bureau of Labor Statistics
of the United States Department of Labor. In the event that the Index is
discontinued or is revised to substantially alter the calculations under
Section 5.2, Landlord shall select such other government index which provides
substantially the same result as would have been obtained if the Index had not
been so discontinued or revised.


 


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


 


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


 


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


 


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


 


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


 


6

















 


any Mortgagee deems necessary or prudent; (e) any costs levied,
assessed or imposed pursuant to any applicable Laws; (f) the cost
(amortized over such period as Landlord reasonably determines together with
interest at the Lease Interest Rate on the unamortized balance) of any capital
improvements to the Building or equipment replacements made by Landlord after
the Commencement Date that are intended to reduce other Operating Expenses or
are required by any Laws or are necessary in order to operate the Building at
the same quality level as prior to such replacement; (g) costs and
expenses of operation, repair and maintenance of all structural and mechanical
portions and components of the Building including, without limitation,
plumbing, communication, heating, ventilating and air-conditioning (“HVAC”),
elevator, and electrical and other common Building systems; (h) a pro rata
portion of the costs of the rental payments for the management office that is
servicing the Canyons Center; (i) all costs incurred in the management and
operation of the Building including, without limitation, gardening and
landscaping, maintenance of all parking areas, structures and garages,
maintenance of signs, resurfacing and repaving, painting, lighting, cleaning,
and provision of Building security; (j) all personal property taxes levied
on or attributable to personal property used in connection with the Building;
(k) depreciation on personal property owned by Landlord which is consumed
in the operation or maintenance of the Building; (l) rental or lease
payments paid by Landlord for rented or leased personal property used in the
operation or maintenance of the Building; (m) management fees, wages,
salaries and other labor costs incurred in the management and operation of the
Building; (n) fees for required licenses and permits; (o) reasonable
legal, accounting and other professional fees; (p) reasonable and
appropriate reserves for repair and replacement; and (q) a reasonable
allowance to Landlord for supervision of all of the foregoing not to exceed
five percent (5%) of the total of all other Operating Expenses. If the Building
is not 95% occupied during any portion of the Lease Term, Landlord shall make
an appropriate adjustment to Operating Expenses for such period employing sound
accounting and management principles, to determine the amount of Operating
Expenses that would have been incurred had the Building been 95% occupied
during such period (collectively referred to as “Grossed-Up”). Operating
Expenses shall not include depreciation of the Building or equipment therein,
commissions of real estate brokers and leasing agents, nor any amounts expended
for tenant improvements. Increases in controllable Operating Expenses shall not
exceed four percent (4%) annually. Controllable Operating Expenses shall
include any Operating Expenses other than Real Property Taxes, insurance and
utility charges.


 


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


 


1.16
“REA” shall mean that certain Canyons Center’s Conditions and Restrictions
recorded with the Clark County Recorder on December 11, 1996 in Book
961211 and Instrument No. 00521 as such document may be further amended or
supplemented from time to time; provided, however, that no such further amendment
or supplement shall in any event decrease Tenant’s rights, materially increase
Tenant’s financial obligations, or increase Tenant’s non-financial obligations
under this Lease.


 


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


 


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


 


1.18
“Rentable Area” of the Premises shall mean the total of the following
measurements to be determined by Landlord: (a) the entire area included
within the Premises, being the area bounded by the inside surface of any
exterior glass walls (or the inside surface of the permanent exterior wall where
there


 


7

















 


is
no glass) of the Building bounding the Premises, the exterior of all walls
separating the Premises from any public corridors or other public areas, and
the centerline of all walls separating the Premises from other areas leased or
to be leased to other tenants, (b) a pro rata portion based on the space
occupied on the floor or floors on which the Premises is located (the “Floor(s)”)
of the areas covered by the elevator lobbies, corridors, restrooms, and by
mechanical rooms, electrical rooms and telephone closets situated on the
Floor(s) (such pro rata portion shall be the same percentage that the amount of
Rentable Area in the Premises bears to the Rentable Area on the Floor(s) on
which the Premises is located), other than those servicing the entire Building,
and (c) a pro rata portion of the lobby area on the ground floor of the
Building and of the area of the Building containing the electrical/emergency
equipment, fire pump equipment, electrical switching gear, telephone equipment,
mail delivery room and other facilities serving the Building (such pro rata
portion shall be the same percentage that the amount of Rentable Area of the
Premises bears to the total Rentable Area in the entire Building). The Building
is stipulated for all purposes to contain one hundred three thousand eight
hundred forty-nine (103,849) square feet of Rentable Area.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 2

LEASE GRANT


 


Subject
to and upon the terms and conditions herein set forth, Landlord leases to
Tenant and Tenant leases from Landlord the Premises.


 


ARTICLE 3

LEASE TERM


 


3.1 Delivery of Possession.


 


Landlord
will be deemed to have delivered possession of the Premises to Tenant on the
Commencement Date, as it may be adjusted pursuant to Section 3.3 and the
Work Letter. Landlord will construct or install in the Premises the
Improvements (hereinafter defined) to be constructed or installed by Landlord
according to the Work Letter. Tenant acknowledges that neither Landlord nor its
agents or employees have made any representations or warranties as to the
suitability or fitness of the Premises for the conduct of Tenant’s business or
for any other purpose, nor has Landlord or its agents or employees agreed to
undertake any alterations or construct any tenant improvements to the Premises
except as expressly provided in this Lease and the Work Letter. If for any
reason Landlord cannot deliver


 


8

















 


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


 


3.2 Substantial Completion of Premises.


 


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


 


3.3 Landlord Delays.


 


If
the Premises are not substantially completed by the fixed date specified in
Section 1.7 due to default on the part of Landlord (as determined in
accordance with Article 26 below), then as Tenant’s sole remedy for the
delay in Tenant’s occupancy of the Premises, the fixed date component of the
definition of the Commencement Date shall be delayed for the period of delay in
substantial completion of the Premises resulting from Landlord’s default. The
Premises shall be deemed “substantially completed” when (i) Landlord has
provided reasonable access to the Premises to Tenant, (ii) Landlord has
completed the work covered by the Work Letter other than details of
construction which do not materially interfere with Tenant’s use of the
Premises, and (iii) Landlord has obtained a permanent or temporary certificate
of occupancy for the Premises (or its equivalent).


 


ARTICLE 4

USE OF PREMISES AND COMMON AREAS


 


4.1 Premises.


 


The
Premises shall be used for general office purposes and for no other purposes.
Tenant will use the Premises in a careful, safe, and proper manner. Tenant
agrees not to use or permit the use of the Premises for any purpose which is
illegal or prohibited by any applicable Laws, or which, in Landlord’s opinion,
creates a nuisance or would increase the cost of insurance coverage with
respect to the Building. Tenant shall not use or occupy the Premises in
violation of such rules and regulations described in Article 15 below nor
in violation of the REA or any other recorded covenants, conditions or
restrictions affecting the Building. Tenant shall not place a load upon the
Premises exceeding the average pounds live load per square foot of floor area
specified for the Building by Landlord’s architect, with the partitions to be
considered part of the live load. Landlord reserves the right to prescribe the
weight and position of all safes, files and heavy equipment which Tenant
desires to place in the Premises so as to distribute properly the weight
thereof.


 


4.2 Common Areas of Building.


 


Tenant
shall have the nonexclusive right to use in common with other tenants in the
Building, and subject to the rules of the Building referred to in
Article 15 below, the following areas (“Common Areas”) appurtenant to the
Premises:


 


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


 


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


 


4.3 Landlord’s Rights in Common Areas.


 


Landlord
reserves the right from time to time without unreasonable interference with
Tenant’s use:


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


ARTICLE 5

BASE RENT AND ADDITIONAL RENT


 


5.1 Base Rent.


 


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


 


5.2 Intentionally Omitted.


 


5.3 Additional Rent.


 


All
charges payable by Tenant hereunder other than Base Rent (including, without
limitation, Operating Expenses payable pursuant to Article 6 below) are
called “Additional Rent.” Unless this Lease provides otherwise, all Additional
Rent shall be paid with the next monthly installment of Base Rent. Base Rent
and Additional Rent are sometimes referred to collectively as “Rent.”


 


5.4 Interest on Late Payments.


 


All
installments of Rent not paid when due and payable shall bear interest at the
Lease Interest Rate from the date due until paid. In addition, if any
installment of Rent is not received by Landlord within five (5) days after
notice that said amount is past due from Landlord to Tenant, Tenant shall pay
to Landlord, as Additional Rent, five percent (5%) of the overdue amount as a
late charge. Landlord’s acceptance of any late charge or interest shall not
constitute a waiver of Tenant’s default with respect to the overdue amount nor
prevent Landlord from exercising any of the other rights and remedies available
to Landlord under this Lease or any law now or hereafter in effect.


 


ARTICLE 6

BASE RENT ADJUSTMENT


 


The
Base Rent payable hereunder shall be adjusted upward from time to time in
accordance with the following provisions:


 


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


 


10

















 


the
current calendar year. Landlord shall have the right to adjust such amount no
more than once a year to reflect any changes in Landlord’s estimate of
Operating Expenses.


 


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


 


(c)
In the event of any good faith dispute as to the amount of the Excess as set
forth in the statement of actual Operating Expenses, Tenant shall have the
right, no more frequently than once per calendar year, after reasonable notice
to Landlord and at reasonable times, to inspect and photocopy Landlord’s
Operating Expenses records at Landlord’s offices. If, after such inspection and
photocopy, Tenant continues, in good faith, to dispute the amount of the Excess
as set forth in said statement, Tenant shall be entitled not later than one
(1) year following Tenant’s receipt of an Actual Statement to retain a
national, independent, certified public accountant who is not contracted on a
contingency fee basis and is mutually acceptable to Landlord and Tenant to
audit Landlord’s Operating Expenses records with respect to the calendar year
covered by Actual Statement to determine the proper amount of the Excess.
Landlord shall be entitled to review the results of such audit promptly after
completion of same. If such audit proves that Landlord has overcharged Tenant,
then within fifteen (15) days after the results of the audit are made
available to Landlord, Landlord shall credit Tenant the amount of such
overcharge toward the payments of Base Rent and Additional Rent next coming due
under this Lease. If the results of such audit prove that Landlord has
undercharged Tenant, then within fifteen (15) days after the results of
the audit are made available to Tenant, Tenant shall pay to Landlord the amount
of any such undercharge. Tenant agrees to pay the cost of such audit, provided
that Landlord shall reimburse Tenant the amount of such cost if the results of
such audit prove that Landlord’s determination of the Excess (as set forth in
the Actual Statement) was in error by more than six percent (6%). If Tenant
does not request an audit in accordance with the provisions of this Section
6(c) within one (1) year after Tenant’s receipt of an Actual Statement,
such Actual Statement shall be conclusively binding upon Tenant. Landlord shall
be required to maintain records of all Operating Expenses for three
(3) years following the issuance of the Operating Expense statement for
such Operating Expenses. The payment by Tenant of any amounts pursuant to this
Article shall not preclude Tenant from questioning the correctness of any such
statement.


 


ARTICLE 7

SERVICES TO BE FURNISHED BY LANDLORD


 


Landlord
agrees to furnish Tenant the following services as an Operating Expense for the
Building (except as specifically provided below):


 


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


 


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


 


(c)
Janitorial service, five (5) days a week, exclusive of federally recognized
holidays; provided, however, if Tenant’s floor covering or other improvements
require special treatment, Tenant shall pay the additional cleaning cost
attributable thereto as Additional Rent upon presentation of a statement
therefor by Landlord.


 


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


 


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


 


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


 


The
failure by Landlord to any extent to furnish, or the interruption or
termination of these defined services in whole or part, resulting from causes
beyond the reasonable control of Landlord shall not render Landlord liable in
any respect nor be construed as an eviction of Tenant, nor work an abatement of
Rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement hereof. Should any of the equipment or machinery used in the
provision of such services for any cause cease to function properly, Tenant
shall have no claim for offset or abatement or rent or damages on account of an
interruption in service resulting therefrom.


 


ARTICLE 8

IMPROVEMENTS TO BE MADE BY LANDLORD


 


Except
as otherwise provided in the Work Letter attached hereto as Exhibit “D,” all
installations and improvements now or hereafter placed on the Premises shall be
for Tenant’s account and at Tenant’s cost (and Tenant shall pay ad valorem taxes
and the cost of any increased insurance premiums thereon or attributable
thereto), which cost shall be payable by Tenant to Landlord upon demand as
Additional Rent.


 


ARTICLE 9

MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD


 


Except
as otherwise expressly provided herein, Landlord shall not be required to
perform any maintenance or to make any repairs to the Premises.


 


ARTICLE 10

GRAPHICS


 


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


 


ARTICLE 11

CARE OF THE PREMISES BY TENANT


 


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


 


ARTICLE 12

REPAIRS AND ALTERATIONS BY TENANT


 


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


 


12

















 


agrees
with Landlord not to make or allow to be made any alterations to the Premises,
install any vending machines on the Premises, or place signs on the Premises
which are visible from outside the Premises, without first obtaining the
written consent of Landlord in each such instance, which consent may be given
on such conditions as Landlord may elect. Tenant shall deliver to Landlord, for
Landlord’s approval prior to the construction of any alterations, a complete set
of plans and specifications for the proposed alterations, additions or
improvements, copies of contracts with general contractors, evidence of
contractor’s insurance and bonds, and all necessary permits for such
construction. Landlord may require Tenant to provide demolition and/or lien and
completion bonds in form and amount satisfactory to Landlord. All alterations,
additions, and improvements will be accomplished in a good and workmanlike
manner, in conformity with all applicable laws, and by a contractor approved by
Landlord. Landlord’s approval of the plans, specifications and working drawings
for Tenant’s alterations shall create no responsibility or liability on the
part of Landlord for their completeness, design, sufficiency, or compliance
with all laws, rules and regulations of governmental agencies or authorities.
Upon completion of any such work, Tenant shall provide Landlord with “as built”
plans, copies of all construction contracts, and proof of payment for all labor
and materials. Any and all alterations to the Premises shall become the
property of Landlord upon termination of this Lease (except for movable
equipment or furniture owned by Tenant). Landlord may, nonetheless, require
Tenant to remove any and all fixtures, equipment and other improvements
installed on the Premises. In the event that Landlord so elects, and Tenant
fails to remove such improvements, Landlord may remove such improvements at
Tenant’s cost, and Tenant shall pay Landlord on demand the cost of restoring
the Premises to the condition that existed immediately prior to the
construction of such improvements.


 


ARTICLE 13

USE OF ELECTRICAL SERVICES BY TENANT


 


Tenant’s
use of electrical services furnished by Landlord shall be subject to the
following:


 


(a)
Landlord agrees to furnish to the Premises five (5) watts of electric
current, connected load, per square foot of Usable Area during Normal Business
Hours within the Premises on an annualized basis for normal lighting, normal
fractional horsepower office machines, and HVAC as required in Landlord’s
judgment for the use and occupation of the Premises.


 


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


 


ARTICLE 14

LAWS AND REGULATIONS


 


14.1 General.


 


At
its sole cost and expense, Tenant will promptly comply with all Laws, statutes,
ordinances, and governmental rules, regulations, or requirements now in force
or in force after the Commencement Date, with the requirements of any board of
fire underwriters or other similar body constituted now or after the date, with
any direction or occupancy certificate issued pursuant to any law by any public
officer or officers, as well as with the provisions of all recorded documents
affecting the Premises, insofar as they relate to the condition, use, or
occupancy of the Premises.


 


14.2 Hazardous Materials.


 


(a)
For purposes of this Lease, “Hazardous Materials” means any explosives,
radioactive materials, hazardous wastes, or hazardous substances, including
without limitation substances defined as “hazardous substances” in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. ## 9601-9657; the Hazardous Materials Transportation Act
of 1975, 49 U.S.C. ## 1801-1812; the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ## 6901-6987; or any other federal, state, or local statute,
law, ordinance, code, rule, regulation, order, or decree regulating, relating
to, or imposing liability or standards of conduct concerning hazardous
materials, waste, or substances now or at any time hereafter in effect
(collectively, “Hazardous Materials Laws”).


 


13

















 


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


 


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


 


14.3 Certain Insurance Risks.


 


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


 


ARTICLE 15

BUILDING RULES


 


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


 


ARTICLE 16

ENTRY BY LANDLORD


 


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


 


ARTICLE 17

ASSIGNMENT AND SUBLETTING


 


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


 


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


 


14

















 


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


 


17.4
No assignment, sublease or other transfer consented to by Landlord, shall
release Tenant or change Tenant’s primary liability to pay the rent and to
perform all other obligations of Tenant under this Lease. Upon the occurrence
of any default under this Lease, Landlord may proceed directly against Tenant
without the necessity of exhausting any remedies against any subtenant or
assignee. Upon termination of this Lease, any permitted subtenant shall, at
Landlord’s option, attorn to Landlord and shall pay all Rent directly to
Landlord. Landlord’s acceptance of Rent from any other person shall not
constitute a waiver of any provision of this Article 17. Consent to one
transfer shall not constitute a consent to any subsequent transfer. Landlord
may consent to subsequent assignments or modifications of this Lease by Tenant’s
transferee, without notifying Tenant or obtaining its consent. Such action
shall not relieve Tenant of its liability under this Lease.


 


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


 


ARTICLE 18

LIENS


 


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


 


ARTICLE 19

INSURANCE


 


19.1 Property Insurance.


 


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


 


19.2 Liability Insurance.


 


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


 


15

















 


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


 


19.3 Requirements for Insurance Policies.


 


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


 


19.4 Waiver of Subrogation Rights.


 


Tenant
and Landlord shall obtain from the issuer of the insurance policies referred to
in Section 19.1 a waiver of subrogation provision in said policies and
Tenant and Landlord hereby release, relieve and waive any and all rights of
recovery against Landlord or Tenant, or against the employees, officers, agents
and representatives of Landlord or Tenant, for loss or damage arising out of or
incident to the perils insured against under Section 19.1 which perils
occur in, on or about the Premises or the Building, whether due to the
negligence of Landlord or Tenant or their agents, employees, contractors or
invitees. The extent of the waiver described in the immediately preceding
sentence is limited to the extent of insurance carried by Landlord and Tenant
pursuant to Section 19.1 of this Lease.


 


ARTICLE 20

INDEMNITY


 


Tenant
shall indemnify and hold harmless Landlord and all agents, servants and
employees of Landlord from and against all claims, losses, damages,
liabilities, expenses (including reasonable attorneys’ fees), penalties and
charges arising from or in connection with (i) Tenant’s use of the Premises
during the Lease Term, or (ii) the conduct of Tenant’s business, or
(iii) any activity, work or things done, permitted or suffered by Tenant
in or about the Premises during the Lease Term. Tenant shall further indemnify
and hold harmless Landlord from and against any and all claims, loss, damage,
liability, expense (including reasonable attorneys’ fees), penalty or charge
arising from any default in the performance of any obligation on Tenant’s part
to be performed under the terms of this Lease, or arising from any negligence
of Tenant, or any of Tenant’s agents, contractors, or employees, and from and
against all costs, attorneys’ fees, expenses and liabilities incurred in the
defense of any such claim or any action or proceeding brought thereon. If any
action or proceeding be brought against Landlord by reason of any such claim,
Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by
legal counsel reasonably satisfactory to Landlord. Tenant, as a material part
of its consideration to Landlord, hereby assumes all risk of damage to property
or injury to persons in or upon the Premises arising from any cause and Tenant
hereby waives all claims in respect thereof against Landlord. Notwithstanding
the foregoing, Tenant shall not be required to defend, save harmless or
indemnify Landlord from any liability for injury, loss, accident or damage to
any person or property resulting from Landlord’s negligence or willful acts or
omissions, or those of Landlord’s officers, agents, contractors or employees.
Tenant’s indemnity is not intended to nor shall it relieve any insurance
carrier of its obligations under policies required to be carried by Tenant
pursuant to the provisions of this Lease to the extent that such policies cover
the results of negligent acts or omissions of Landlord, its officers, agents,
contractors or employees, or the failure of Landlord to perform any of its
obligations under this Lease.


 


ARTICLE 21

PROPERTY DAMAGE


 


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


 


16

















 


condition
in which it was immediately prior to the occurrence of the peril. When the
Building Shell has been restored by Landlord, Tenant shall complete the
restoration of the Premises, including the reconstruction of all improvements
in order to complete the Premises and restore the Premises to the same
condition and build-out as prior to the casualty, including all improvements
constructed pursuant to Exhibit “D.” Any plans and specifications for such
restoration and reconstruction and the contractor retained by Tenant for such
restoration and reconstruction shall be subject to the approval of Landlord.
All insurance proceeds payable pursuant to policies maintained by Tenant
pursuant to Section 19.1 shall be applied by Tenant to such
reconstruction. Landlord shall not be liable for any inconvenience or annoyance
to Tenant or injury to the business of Tenant resulting in any way from such
damage or the repair thereof, except that, subject to the provisions of the
next sentence, Landlord shall allow Tenant a fair diminution of rent to the
extent the Premises are unfit for occupancy during the period commencing as of
the date of the casualty and continuing for the period of time, as determined
by Landlord, required for Tenant and Landlord to complete the repairs described
in this Article 21. If the Premises or any other portion of the Building is
damaged by fire or other peril resulting from the fault or negligence of Tenant
or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not
be diminished during the repair of such damage and Tenant shall be liable to
Landlord for the cost of the repair and restoration of the Building caused
thereby to the extent such cost and expense are not covered by insurance
proceeds.


 


ARTICLE 22

CONDEMNATION


 


If
the whole or substantially the whole of the Building or the Premises shall be
taken for any public or quasi-public use, by right of eminent domain or
otherwise or shall be sold in lieu of condemnation, then this Lease shall
terminate as of the date when physical possession of the Building or the
Premises is taken by the condemning authority. If less than the whole or
substantially the whole of the Building or the Premises is thus taken or sold,
Landlord (whether or not the Premises are affected thereby) may terminate this
Lease by giving written notice thereof to Tenant, in which event this Lease shall
terminate as of the date when physical possession of such portion of the
Building or Premises is taken by the condemning authority. If the Lease is not
so terminated upon any such taking or sale, the Base Rent payable hereunder
shall be diminished by an equitable amount, and Landlord shall, to the extent
Landlord deems feasible, restore the Building and the Premises to substantially
their former condition, but such work shall not exceed the scope of the work
done by Landlord in originally constructing the Building and installing
Building Standard Improvements in the Premises, nor shall Landlord in any event
be required to spend for such work an amount in excess of the amount received
by Landlord as compensation for such taking. All amounts awarded upon a taking
of any part or all of the Building or the Premises shall belong to Landlord,
and Tenant shall not be entitled to and expressly waives all claims to any such
compensation.


 


ARTICLE 23

DAMAGES FROM CERTAIN CAUSES


 


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


 


ARTICLE 24

EVENTS OF DEFAULT


 


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


 


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


 


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


 


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


 


(d)
If (i) Tenant makes a general assignment or general arrangement for the
benefit of creditors; (ii) a petition for adjudication of bankruptcy or
for reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days;


 


17

















 


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


 


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


 


ARTICLE 25

LANDLORD’S REMEDIES


 


Upon
the occurrence of any Event of Default by Tenant, Landlord may, at any time
thereafter, with or without notice or demand and without limiting Landlord in
the exercise of any right or remedy which Landlord may have:


 


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


 


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


 


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


 


Landlord’s
exercise of any right or remedy shall not prevent it from exercising any other
right or remedy.


 


18

















 


ARTICLE 26

LANDLORD’S DEFAULT


 


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


 


ARTICLE 27

PEACEFUL ENJOYMENT


 


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


 


ARTICLE 28

HOLDING OVER


 


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


 


ARTICLE 29

SUBORDINATION TO MORTGAGE


 


Tenant
accepts this Lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter arising upon the Premises, upon the
Building as a whole, and to any renewals, refinancing and extensions thereof,
but Tenant agrees that any such Mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such Mortgagee may deem appropriate in
its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other
lien now existing or hereafter placed upon the Premises, or the Building as a
whole, and Tenant agrees upon demand to execute such further instruments
subordinating this Lease or attorning to the holder of any such liens as
Landlord may request. In the event that any mortgage or deed of trust is
foreclosed or conveyance in lieu of foreclosure is made for any reason, Tenant
shall, if requested by the Mortgagee, attorn to and become the Tenant of the
successor-in-interest to Landlord and in such event Tenant hereby waives its
right under any current or future law which gives or purports to give Tenant
any right to terminate or otherwise adversely affect this Lease and the
obligations of Tenant hereunder. If in connection with obtaining construction,
interim or permanent financing for the Building, the lender shall request
modifications to this Lease as a condition to such financing, Tenant will not
withhold or delay its consent thereto, provided that such modifications do not
increase the obligations of Tenant hereunder and


 


19

















 


do not otherwise materially adversely affect Tenant’s
rights hereunder. In the event that Tenant should fail to execute any
instrument described in this Article 29 promptly as requested, Tenant
hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such
instrument in Tenant’s name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to time
within ten (10) business days following a request by Landlord execute and
deliver to such persons as Landlord shall request a statement in recordable
form certifying that this Lease is unmodified and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
so modified), stating the dates to which rent and other charges payable under
the Lease have been paid, stating that Landlord is not in default hereunder (or
if Tenant alleges a default stating the nature of such alleged default) and
further stating such other matters as Landlord shall reasonably require. Tenant
acknowledges that any such statement may be relied upon by any Mortgagee,
prospective Mortgagee, purchaser or prospective purchaser of the Building or
any interest therein.


 


ARTICLE 30

LANDLORD’S LIEN


 


Tenant
hereby grants to Landlord a lien and security interest on all property of
Tenant now or hereafter placed in or upon the Premises, and such property shall
be and remain subject to such lien and security interest of Landlord for
payment of all rent and other sums agreed to be paid by Tenant herein. The
provisions of this paragraph relating to such lien and security interest shall
constitute a security agreement under and subject to the Nevada Uniform
Commercial Code so that Landlord shall have and may enforce a security interest
on all property of Tenant now or hereafter placed in or on the Premises, in
addition to and cumulative of the Landlord’s liens and rights provided by law
or by the other terms and provisions of this Lease. Tenant agrees to execute as
debtor such financing statement or statements as Landlord now or hereafter may
request. Landlord may at its election at any time file a copy of this Lease as
a financing statement. Notwithstanding the above, Landlord shall neither sell
nor withhold from Tenant, Tenant’s business records.


 


ARTICLE 31

ATTORNEYS’ FEES


 


If
either party commences litigation or arbitration against the other for the
specific performance of any provision of this Lease, for damages for the breach
hereof or otherwise for enforcement of any remedy hereunder, the prevailing
party shall be entitled to recover from the other party such costs and reasonable
attorney fees as may have been incurred.


 


ARTICLE 32

NO IMPLIED WAIVER


 


The
failure of Landlord to insist at any time upon the strict performance of any
covenant or agreement herein, or to exercise any option, right, power or remedy
contained in this Lease, shall not be construed as a waiver or a relinquishment
thereof for the future. No payment by Tenant or receipt by Landlord of a lesser
amount than the monthly installment of Rent due under this Lease shall be
deemed to be other than on account of the earliest Rent due hereunder, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment as Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord’s right to recover
the balance of such rent or pursue any other remedy in this Lease provided.


 


ARTICLE 33

PERSONAL LIABILITY


 


The
liability of Landlord to Tenant for any default by Landlord under the terms of
this Lease shall be limited to the lesser of (i) the interest of Landlord
in the Building, or (ii) the interest Landlord would have in said Building if
the same were encumbered by third party debt in an amount equal to eighty
percent (80%) of the value of said Building (as such value is determined by Landlord)
and Tenant agrees to look solely to such amount for recovery of any judgment
from Landlord, it being intended that Landlord shall not be personally liable
for any judgment or deficiency.


 


ARTICLE 34

SECURITY DEPOSIT/LETTER OF CREDIT


 


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


 


20

















 


prior
to execution of the Lease for Landlord’s review and approval. Tenant
acknowledges and agrees that it shall keep the Letter of Credit in full force
and effect throughout the Term of this Lease (and any extension or renewal
thereof) and for thirty (30) days following the end thereof. In the event
the term of the Letter of Credit must be renewed annually, then not less than
thirty (30) days prior to any expiration date of the Letter of Credit (“Renewal
Deadline”), Tenant shall provide Landlord with a replacement Letter of Credit
or extension amendment.


 


Said
Letter of Credit shall contain terms whereby it can be drawn on by Landlord at
sight on any date during its term on which issuer shall receive from Landlord a
certification signed by Landlord stating that an Event of Default has occurred
by Tenant under this Lease or that Tenant has failed to provide a replacement
Letter of Credit, as required under the Lease. Tenant acknowledges that the
Landlord is the beneficiary of the Letter of Credit and the proceeds thereof
are not the property of the Tenant. Landlord shall have the right, but not the
obligation, to apply the proceeds against any or all amounts then due and owing
by Tenant hereunder and/or against sums expended by Landlord, including
attorneys fees. Such actions by Landlord do not negate Tenant’s obligations to
pay Rental thereafter. Any balance left of the sum received from drawing on the
Letter of Credit, after the curing of defaults and/or the payment of amounts
due by Tenant, shall be held by Landlord, as beneficiary, until the earlier of
the replacement of the Letter of Credit, as required below, or thirty (30) days
following the end of the Term of this Lease (and any extension or renewal
thereof).


 


The
original Letter of Credit or any portion of the proceeds which are not utilized
by Landlord for any purpose permitted under this Lease shall be returned to the
issuing banking institution within thirty (30) days after the end of the
Term provided Tenant has performed all of the remaining obligations imposed
upon Tenant pursuant to this Lease.


 


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


 


ARTICLE 35

NOTICE


 


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


 


ARTICLE 36

SEVERABILITY


 


If
any term or provision of this Lease, or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and enforced to the fullest extent permitted by law
notwithstanding the invalidity of any other term or provision hereof.


 


ARTICLE 37

RECORDATION


 


Tenant
agrees not to record this Lease or any memorandum hereof.


 


ARTICLE 38

GOVERNING LAW


 


This
Lease and the rights and obligations of the parties hereto shall be
interpreted, construed, and enforced in accordance with the laws of the State
of Nevada.


 


21
















ARTICLE 39

FORCE MAJEURE


 


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


 


ARTICLE 40

TIME OF PERFORMANCE


 


Except
as expressly otherwise herein provided, with respect to all required acts of
Tenant, time is of the essence of this Lease.


 


ARTICLE 41

TRANSFERS BY LANDLORD


 


Landlord
shall have the right to transfer and assign, in whole or in part, all its
rights and obligations hereunder and in the Building and property referred to
herein, and in such event and upon such transfer Landlord shall be released
from any further obligations hereunder, and Tenant agrees to look solely to
such successor in interest of Landlord for the performance of such obligations.


 


ARTICLE 42

COMMISSIONS


 


Except
for a commission to be paid by Landlord to CB Richard Ellis (“Broker”) in
accordance with a separate commission agreement to be entered into by Landlord
and Broker, Landlord and Tenant hereby indemnify and hold each other harmless
against any loss, claim, expense or liability with respect to any commissions
or brokerage fees claimed on account of the execution and/or renewal of this
Lease due to any action of the indemnifying party.


 


ARTICLE 43

EFFECT OF DELIVERY OF THIS LEASE


 


Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only, and the
delivery hereof does not constitute an offer to Tenant or option. This Lease
shall not be effective until a copy executed by both Landlord and Tenant is
delivered to and accepted by Landlord.


 


ARTICLE 44

CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY


 


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


 


ARTICLE 45

JOINT AND SEVERAL LIABILITY


 


All parties
signing this Lease as Tenant shall be jointly and severally liable for all
obligations of Tenant.


 


ARTICLE 46

INTERPRETATION


 


The
captions of the Articles of this Lease, and each specific Section within the
respective Articles, are to assist the parties in reading this Lease and are
not a part of the terms or provisions of this Lease. Whenever required by the
context of this Lease, the singular shall include the plural and the plural
shall include the singular. The masculine, feminine and neuter genders shall
each include the other. In any provision relating to the conduct, acts or
omissions of Tenant, the term “Tenant” shall include Tenant’s agents,
employees, contractors, invitees, successors or others using the Premises with
Tenant’s expressed or implied permission.


 


22

















 


ARTICLE 47

INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS


 


This
Lease is the only agreement between the parties pertaining to the lease of the
Premises and no other agreements are effective. All amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.


 


ARTICLE 48

WAIVER OF JURY TRIAL


 


Landlord
and Tenant by this Article 48 waive trial by jury in any action,
proceeding, or counterclaim brought by either of the parties to this Lease
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant’s
use or occupancy of the Premises, or any other claims (except claims for
personal injury or property damage), and any emergency statutory or any other
statutory remedy.


 


ARTICLE 49

NO MERGER


 


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


 


ARTICLE 50

COUNTERPARTS


 


This
Lease may be executed in counterparts, and, when all counterpart documents are
executed, the counterparts shall constitute a single binding instrument.


 


ARTICLE 51

EXHIBITS


 


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


 


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


 


Address:


 


10000
West Charleston Boulevard, Suite 200

Las Vegas, Nevada 89135

Attention: Property Management


 


LANDLORD:


HOWARD
HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership


 


By
its sole general partner:


THE
HOWARD HUGHES CORPORATION, a Delaware corporation


 


	
  By:

  	
  /s/
  Kevin T. Orrock

  
	
   

  	
   

  
	
  Print Name:

  	
  Kevin
  T. Orrock

  
	
   

  	
   

  
	
  Print Title:

  	
  Top
  Division Executive

  



 


Address:


6830
Spencer Street

Las Vegas, Nevada 89119

Attention: Arnaldo Galassi

agalassi@vendingdata.com


 


TENANT:


VENDING
DATA CORPORATION, a Nevada corporation


 


	
  By:

  	
  /s/
  Arnaldo F. Galassi

  
	
   

  	
   

  
	
  Print Name:

  	
  Arnaldo
  F. Galassi

  
	
   

  	
   

  
	
  Print Title:

  	
  VP
  & CFO

  



 


23

















 


LEGAL DESCRIPTION FOR BUILDING — EXHIBIT A


 


EXHIBIT “A”


CANYONS CENTER


LEGAL DESCRIPTION FOR BUILDING


 


THAT
PORTION OF SECTION 30, TOWNSHIP 20 SOUTH, RANGE 60 EAST, M.D.M., CITY OF LAS
VEGAS, CLARK COUNTY, NEVADA.


 


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


 


CONTAINING
APPROXIMATELY 6.80 ACRES.


 


Landlord, from time to time, shall have the right to amend
this legal description to accurately reflect the legal parcel if and when it
becomes necessary to adjust the legal description to accommodate the
development of other adjacent buildings.


 


24

















 


FLOOR PLAN OF PREMISES — EXHIBIT B


 


EXHIBIT “B”


CANYONS CENTER


FLOOR PLAN OF PREMISES


 





 


25

















 


PARKING AGREEMENT — EXHIBIT C


 


EXHIBIT “C”


CANYONS CENTER


PARKING AGREEMENT


 


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


 


1. Parking
Facilities. The parking facilities appurtenant to the Building include
asphalt surface parking with some covered spaces (“Parking Area”). Tenant shall
be entitled to use six (6) vehicle parking spaces within the covered
portions of the Parking Area and fifteen (15) vehicle parking spaces within the
uncovered portions of the Parking Area for the monthly parking of Tenant’s
employees. Tenant’s use of the Parking Area shall be based upon a non-exclusive
use in common with Landlord, other tenants of the Building, and their guests
and invitees. Tenant shall not use more parking spaces than said number, or any
spaces (a) which have been specifically assigned by Landlord to other
tenants or for such other uses as visitor parking or (b) which have been
designated by governmental entities of competent jurisdiction as being
restricted to certain uses. Landlord reserves the right to erect such security
and access and egress control devices as it may reasonably deem to be
appropriate (including, without limitation card controlled gates) and Tenant
agrees to cooperate fully with Landlord in such matters. Tenant shall not
permit or allow any vehicles that belong to or are controlled by Tenant or
Tenant’s employees, suppliers, shippers, customers, or invitees to be loaded,
unloaded, or parked in areas other than those designated by Landlord for such
activities. If Tenant permits or allows any of such prohibited activities, then
Landlord shall have the right, without notice, in addition to such other rights
and remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Tenant, which cost shall be immediately payable upon demand
by Landlord.


 


2. Parking
Fee. Tenant shall pay, throughout the entire Term, an amount equal to the
number of parking spaces Tenant is entitled to use times the applicable fees
(the “Parking Fees”) which Landlord is charging for use of the parking
facilities. Currently, Landlord is charging Forty and 00/100 Dollars ($40.00)
per space per month for covered parking and Zero Dollars ($0.00) per space per
month for uncovered parking. Landlord shall have the right from time to time to
increase the Parking Fees being charged Tenant upon thirty (30) days prior
written notice, which Parking Fees shall in no event exceed the rates then
being charged for parking in comparable parking areas having a comparable
method of operation. Tenant agrees and acknowledges that Tenant shall be
obligated to pay such rates regardless of whether or not Tenant actually uses
or needs the parking spaces which Tenant is entitled to use. Such Parking Fees
shall be payable monthly commencing with the first installment of Base Rent due
under the Lease. If the Commencement Date is other than the first day of a
calendar month, the first installment of the Parking Fees shall be prorated on
the basis of a thirty (30) day calendar month.


 


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


 


26

















 


WORK LETTER — EXHIBIT D


 


EXHIBIT “D”


CANYONS CENTER


WORK LETTER


 


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


 


1.
Construction of Building.


 


1.1
Base Building Improvements.


 


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


 


	
  (a)

  	
   

  	
  outside
  walls (not including drywall), core walls which are unfinished on tenant’s
  side, elevator lobby and corridor which connect exit stairwells on multi-tenant
  floors (but not an elevator lobby or corridor on floors with a single
  tenant);

  
	
  (b)

  	
   

  	
  unfinished
  concrete floors throughout the Premises, broom clean;

  
	
  (c)

  	
   

  	
  building
  standard 110-volt service power and 277-volt and/or 110-volt florescent
  lighting power at the core;

  
	
  (d)

  	
   

  	
  men’s
  and women’s restroom facilities with building-standard finishes located on
  each floor on which the Premises are located;

  
	
  (e)

  	
   

  	
  building
  standard fire alarms and smoke detectors in public areas in accordance with
  applicable building code on an unoccupied basis and provided only at the core
  of the Building;

  
	
  (f)

  	
   

  	
  plumbing
  systems stubbed at the core of the Building;

  
	
  (g)

  	
   

  	
  primary
  fire and life safety in a general pattern sprinkler loop throughout the
  Premises ready for expansion and adjustment when the ceiling for the Premises
  is installed; and

  
	
  (h)

  	
   

  	
  primary
  heating ventilating and air conditioners loop (but not including branch
  distribution controls and mixing boxes).

  



 


1.2
Tenant Improvements Descriptions.


 


Without
limiting the generality of the foregoing description of Base Building
Improvements, tenant improvements (“Tenant
Improvements”) shall include the following items: 


 


	
  (a)

  	
   

  	
  ceiling
  and lighting in the Premises;

  
	
  (b)

  	
   

  	
  floor
  finishes in the Premises;

  
	
  (c)

  	
   

  	
  interior
  finishes of any kind within the Premises;

  
	
  (d)

  	
   

  	
  interior
  partitions, demising walls, doors and hardware within the Premises;

  
	
  (e)

  	
   

  	
  terminal
  boxes and reheat coils or other heating, ventilating and air conditioning or
  air distribution devices, including distribution duct work and controls or
  supplemental systems;

  
	
  (f)

  	
   

  	
  distribution
  of electrical services, plumbing services and sprinklers from the core
  (except primary sprinkler loop as specified in base building description);

  
	
  (g)

  	
   

  	
  fire
  and life safety systems throughout the Premises, including without limitation
  exit signs, horn/strobe or intercoms and extinguishers (except as provided in
  Base Building Improvements);

  
	
  (h)

  	
   

  	
  window
  coverings;

  
	
  (i)

  	
   

  	
  architectural
  and engineering preparation of plans and specifications for the Tenant
  Improvements to conform to building standards;

  
	
  (j)

  	
   

  	
  permits
  and fees to local jurisdictions; and

  
	
  (k)

  	
   

  	
  construction
  costs related to obtaining final approval of government agencies in order to
  obtain the Certificate of Occupancy.

  



 


2.
Plans and Specifications for Tenant
Improvements


 


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


 


27

















 


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


 


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


 


2.3
Tenant shall cause the Architect to prepare from Tenant’s Preliminary Space
Plans (approved by Landlord in accordance with Section 2.2 above) complete
architectural plans, drawings and specifications and, utilizing Landlord’s
mechanical, electrical and structural engineers, complete engineered and cross
coordinated mechanical, electrical and structural working drawings for
(i) all of the Premises, showing the subdivision, layout, finish and
decoration work (including carpeting and other floor coverings) desired by
Tenant therefor, and (ii) any internal or external communications or
special utility facilities which will require conduiting or other improvements
within common areas, all in such form and in such detail as may be reasonably
required by Landlord. Such complete plans, drawings and specifications are
referred to herein as the “Final Plans”.
Tenant’s Final Plans shall (i) be compatible with the Base Building
Improvements, (ii) comply with all applicable laws and ordinances, and the
rules and regulations of all governmental authorities having jurisdiction, and
(iii) comply with Landlord’s insurance company requirements. Tenant shall
submit the Final Plans for the approval of Landlord in the same manner as
provided in Section 2.2 above for approval by Landlord of Tenant’s
Preliminary Space Plans.


 


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


 


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


 


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


 


3.
Allowance for Work and Work Costs.


 


3.1
Tenant shall receive from Landlord the Allowance as specified in the Lease,
which Allowance shall be used solely for “Work Costs” (as that term is defined
in Section 3.2 below). All Tenant Improvements, whether or not the cost
thereof is covered by the Allowance, shall become the property of Landlord upon
expiration or earlier termination of the Lease and shall remain on the Premises
at all times during the Lease Term. Tenant shall be entitled to no other
payment or rent reduction for any part of the Allowance not utilized by Tenant.
The Allowance must be utilized by Tenant within one (1) year of the
Commencement Date. If the Allowance or any portion thereof is not utilized
within such time period Tenant shall forfeit its right to receive the unpaid
portion of the Allowance whether or not the Tenant Improvements have been
completed, and Landlord shall have no obligation to make payment thereof.


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.
Construction.


 


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


 


29

















 


Contractor
shall submit to Landlord a set of conformed reproducible “as-built” plans
incorporating all field changes made and all changes and/or revisions that have
been made subsequent to Landlord’s approval of the Final Plans.


 


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


 


5.
Punch List.


 


On
or before the date upon Tenant occupies the Premises, Landlord shall cause the
General Contractor to inspect the Premises with Landlord’s Construction
Representative and Tenant’s Construction Representative and to complete a
written punch list of unfinished items of Tenant Improvements prior to Tenant’s
move into the Premises. Tenant’s Construction Representative shall execute said
written punch list to indicate approval thereof, and Landlord shall cause the
General Contractor to correct all such punch list items with reasonable
diligence.


 


6.
Schedule.


 


Preparation
and approval of Tenant’s Preliminary Space Plans, Final Plans and the Work
Costs Estimate shall proceed as indicated below and each action shall be
completed on or before the date herein specified. Time is of the essence. 


 


	
   

  	
   

  	
  Action

  	
   

  	
  Responsibility

  	
   

  	
  Due Date

  
	
  (i)

  	
   

  	
  Executed
  Lease or Reimbursement Agreement

  	
   

  	
  Tenant

  	
   

  	
  November 22,
  2006

  
	
  (ii)

  	
   

  	
  Submission
  of Tenant’s Preliminary Space Plans to Landlord

  	
   

  	
  Tenant

  	
   

  	
  Complete

  
	
  (iii)

  	
   

  	
  Delivery
  of written approval of Tenant’s Space Plans by Landlord (including any
  necessary design revision comments)

  	
   

  	
  Landlord

  	
   

  	
  Complete

  
	
  (iv)

  	
   

  	
  Delivery
  of Work Costs Estimate to Tenant

  	
   

  	
  Landlord

  	
   

  	
  November 27,
  2006

  
	
  (v)

  	
   

  	
  Delivery
  of written approval of Work Costs Estimate to Landlord

  	
   

  	
  Tenant

  	
   

  	
  November 29,
  2006

  
	
  (vi)

  	
   

  	
  Delivery
  of Over-Allowance, if any, as approved on Work Costs Estimate to Landlord

  	
   

  	
  Tenant

  	
   

  	
  December 1,
  2006

  
	
  (vii)

  	
   

  	
  Substantial
  Completion of Premises

  	
   

  	
  Landlord

  	
   

  	
  December 31,
  2006

  



 


7.
Delays.


 


If
Landlord shall be delayed in substantially completing the Tenant Improvements
as a result of any of the following (“Tenant
Delays”):


 


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


 


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


 


30

















 


WORK LETTER — EXHIBIT D


 


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


 


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


 


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


 


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


 


8.
Miscellaneous.


 


Any
default by Tenant under the terms of this Work Letter shall constitute a
default under the Lease and shall entitle Landlord to exercise all remedies set
forth therein. Both Landlord and Tenant agree to use reasonable diligence in
performing all of their respective obligations and duties under this Work
Letter and in proceeding with the construction and completion of the Building
and all Tenant Improvements in the Premises. 


 


TENANT:


 


VENDING
DATA CORPORATION,


a
Nevada corporation


 


	
  By:

  	
  /s/
  Arnaldo F. Galassi

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Name:

  	
  Arnaldo
  F. Galassi

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Title:

  	
  VP
  & CFO

  



 


LANDLORD:


 


HOWARD
HUGHES PROPERTIES, LIMITED PARTNERSHIP,


a
Delaware limited partnership


 


By
its sole general partner:


THE
HOWARD HUGHES CORPORATION,


a
Delaware corporation


 


	
  By:

  	
  /s/
  Kevin T. Orrock

  	
   

  
	
   

  	
   

  
	
  Print

  	
  Kevin
  T. Orrock

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Print

  	
  Top
  Division Executive

  
	
  Title:

  	
   

  



 


31

















 


RULES AND REGULATIONS — EXHIBIT E


 


EXHIBIT “E”


CANYONS CENTER


RULES AND REGULATIONS


 


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


 


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


 


3. No
signs, directories, posters, advertisements, or notices shall be painted or
affixed on or to any of the windows or doors, or in corridors or other parts of
the Building, except in such color, size, and style, and in such places, as
shall be first approved in writing by Landlord in its discretion. Building
standard suite identification signs will be prepared by Landlord at Tenant’s
expense. Landlord shall have the right to remove all unapproved signs without
notice to Tenant, at the expense of Tenant.


 


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


 


5. Landlord
shall have the power to prescribe the weight and position of heavy equipment or
objects which may overstress any portion of the floor. All damage done to the
Building by the improper placing of such heavy items will be repaired at the
sole expense of the responsible Tenant.


 


6. 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 after written
permission is obtained from Landlord on such conditions as Landlord shall
require.


 


7. Corridor
doors, when not in use, shall be kept closed.


 


8. All
deliveries must be made via the service entrance and service elevator, when
provided, during normal working hours. Landlord’s written approval must be
obtained for any delivery after normal working hours.


 


9. Tenant
shall cooperate with Landlord’s employees in keeping the Premises neat and
clean.


 


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


 


11. No
animals shall be brought into or kept in or about the Building.


 


12. When
conditions are such that Tenant must dispose of crates, boxes, etc. on the
sidewalk, it will be the responsibility of Tenant to dispose of same prior to
7:30 a.m., or after 5:30 p.m.


 


13. No
machinery of any kind, other than ordinary office machines such as typewriters
and calculators, shall be operated on Premises without the prior written
consent of Landlord, nor shall Tenant use or keep in the Building any
inflammable or explosive fluid or substance (including Christmas trees and
ornaments), or any illuminating materials, except candles. No space heaters or
fans shall be operated in the Building.


 


14. No
bicycles, motorcycles or similar vehicles will be allowed in the Building.


 


15. No
nails, hooks, or screws shall be driven into or inserted in any part of the
Building except as approved by Building maintenance personnel.


 


16. Landlord
has the right to evacuate the Building in the event of an emergency or
catastrophe.


 


32

















 


17. No
food and/or beverages shall be distributed from Tenant’s office without the
prior written approval of the Building Manager.


 


18. No
additional locks shall be placed upon any doors without the prior written
consent of Landlord. All necessary keys shall be furnished by Landlord, and the
same shall be surrendered upon termination of this lease, and Tenant shall then
give Landlord or its agent an explanation of the combination of all locks on
the doors or vaults. Tenant shall initially be given two (2) keys to the
Premises by Landlord. No duplicates of such keys shall be made by Tenant.
Additional keys shall be obtained only from Landlord, at a fee to be determined
by Landlord.


 


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


 


20. Tenant
shall comply with parking rules and regulations as may be posted and
distributed from time to time.


 


21. No
portion of the Building shall be used for the purpose of lodging rooms.


 


22. Vending
machines or dispensing machines of any kind will not be placed in the Premises
by Tenant.


 


23. Prior
written approval, which shall be at Landlord’s sole discretion, must be
obtained for installation of window shades, blinds, drapes, or any other window
treatment of any kind whatsoever. Landlord will control all internal lighting
that may be visible from the exterior of the Building and shall have the right
to change any unapproved lighting, without notice to Tenant, at Tenant’s
expense.


 


24. No
Tenant shall make any changes or alterations to any portion of the Building
without Landlord’s prior written approval, which may be given on such
conditions as Landlord may elect. All such work shall be done by Landlord or by
contractors and/or workers approved by Landlord, working under Landlord’s
supervision.


 


25. Tenant
shall provide plexiglass or other pads for all chairs mounted on rollers or
casters.


 


26. Landlord
reserves the right to rescind any of these rules and make such other and
further rules and regulations as in its judgment shall from time to time be
needful for the operation of the Building, which rules shall be binding upon
each Tenant upon delivery to such Tenant of notice thereof in writing.


 


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


 


33

















 


COMMENCEMENT MEMORANDUM — EXHIBIT F


 


EXHIBIT “F”


CANYONS CENTER


COMMENCEMENT MEMORANDUM


 


	
  [TENANT]:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


	
  Re:

  	
  Commencement Memorandum

  



 


Dear
                       :


 


With
reference to that certain lease (the “Lease”), dated
                    ,
200     , between HOWARD HUGHES PROPERTIES, LIMITED
PARTNERSHIP, a Delaware limited partnership (“Landlord”), and, a
                                        
(“Tenant”), you are hereby notified of the following. All capitalized terms not
otherwise defined herein shall have the same meaning as set forth in the Lease.


 


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


 


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


 


3. The
prorated amount of Base Rent and Additional Rent for Operating Expenses for the
partial month of                          
is
$                                        
and
$                                        ,
respectively.


 


4. The
amount of Base Rent and Additional Rent for Operating Expenses for the first
full month is
$                                       
and
$                                        ,
respectively.


 


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


 


	
   

  	
  Very
  truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [LANDLORD]

  	
   

  



 


 


 


Acknowledged
and agreed to by         
            


                                                                                           ,


this           
         
day           
                              
of, 200 


	
  By:

  	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  
	
  Print
  Title:

  	
   

  	
   

  
					



 


 


34

















 





 


DATE: DEC. 21, 2006


 


DECEMBER
21, 2006


BENEFICIARY:

HOWARD HUGHES PROPERTIES LP

10000 W. CHARLESTON BLVD,

SUITE 200

LAS VEGAS, NV 89135

ATTN: CLAUDINE KOSLER


LETTER
OF CREDIT NO. 61 61656922


GENTLEMEN:


 


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


 


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


 


“WE
HEREBY CERTIFY THAT THE AMOUNT OF ANY DRAFT(S) DRAWN HEREUNDER REPRESENTS FUNDS
DUE AND PAYABLE BECAUSE APPLICANT HAS FAILED TO PAY RENT AS DESCRIBED THE
LEASE.”


 


WE
HEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS
AND CONDITIONS OF THIS LETTER OF CREDIT IF PRESENTED, AS SPECIFIED, AT OUR
OFFICE ON OR BEFORE EXPIRATION DATE.


 


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


 


EXCEPT
AS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS
SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBER
OF COMMERCE,


 

















 


PUBLICATION
NO. 590, AND AS TO MATTERS NOT GOVERNED BY THE ISP98, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE
U.S. FEDERAL LAW.


 


	
  

  	
   

  
	
  AUTHORIZED SIGNATURE(S)

  	
   

  
	
  CITIBANK,N.A.