Lease Agreement



 





Exhibit
10.4



DALLAS STANDARD OFFICE LEASE AGREEMENT




 









 








TABLE OF CONTENTS

FOR

SUPPLEMENTAL LEASE PROVISIONS




	 	 	 	 	 	 	 
	Description	 	 	 	Page	 
	Article 1
	 	Term and Possession	 	 	1	 
	 
	 	 	 	 	 	 
	Article 2
	 	Rent	 	 	3	 
	 
	 	 	 	 	 	 
	Articles 3
	 	Security Deposit	 	 	5	 
	 
	 	 	 	 	 	 
	Article 4
	 	Occupancy and Use	 	 	5	 
	 
	 	 	 	 	 	 
	Article 5
	 	Utilities and Services	 	 	7	 
	 
	 	 	 	 	 	 
	Article 6
	 	Maintenance, Repairs, Alterations and Improvements	 	 	9	 
	 
	 	 	 	 	 	 
	Article 7
	 	Insurance, Fire and Casualty	 	 	12	 
	 
	 	 	 	 	 	 
	Article 8
	 	Condemnation	 	 	14	 
	 
	 	 	 	 	 	 
	Article 9
	 	Liens	 	 	15	 
	 
	 	 	 	 	 	 
	Article 10
	 	Taxes on Tenant’s Property	 	 	15	 
	 
	 	 	 	 	 	 
	Article 11
	 	Subletting and Assigning	 	 	15	 
	 
	 	 	 	 	 	 
	Article 12
	 	Transfers by Landlord,
Subordination and Tenant’s Estoppel Certificate	 	 	16	 
	 
	 	 	 	 	 	 
	Article 13
	 	Default	 	 	17	 
	 
	 	 	 	 	 	 
	Article 14
	 	Notices	 	 	20	 
	 
	 	 	 	 	 	 
	Article 15
	 	Miscellaneous Provisions	 	 	20	 






LIST OF EXHIBITS AND RIDERS

TO

SUPPLEMENTAL LEASE PROVISIONS




	 	 	 	 	 
	 

	 	Exhibit A
	 	Floor Plan
	 

	 	Exhibit B
	 	Land Legal Description
	 

	 	Exhibit C
	 	Intentionally Omitted
	 

	 	Exhibit D
	 	Work Letter
	 

	 	Exhibit E
	 	Acceptance of Premises Memorandum
	 

	 	Exhibit F
	 	Parking Agreement
	 

	 	Exhibit G
	 	Rules and Regulations
	 

	 	Exhibit H
	 	Janitorial Specifications
	 
	 	 	 	 
	 

	 	Rider 1
	 	Renewal Option
	 

	 	Rider 2
	 	Expansion Option-Fifth Floor
	 

	 	Rider 3
	 	Tenant’s Right of First Refusal
	 

	 	Rider 4
	 	Cap on Certain Operating Expenses
	 

	 	Rider 5
	 	Right to Sublease or Assign to Affiliate
	 

	 	Rider 6
	 	Exterior Building Signage
	 

	 	Rider 7
	 	Generator Rights
	 

	 	Rider 8
	 	Termination Option
	 

	 	Rider 9
	 	Exclusions from Operating Expenses
	 

	 	Rider 10
	 	Antenna Agreement
	 

	 	Rider 11
	 	Right to Audit
	 

	 	Rider 12
	 	Expansion Option-First Floor
	 

	 	Rider H-l
	 	Asbestos Containing Materials and Other Hazardous Substances
	 

	 	Rider H-2
	 	Tenant’s Study, Testing and Inspection Rights






PRUDENTIAL OFFICE LEASE 2003


 









 






OFFICE LEASE AGREEMENT



 




     This Lease Agreement (this “Lease”) is made as of the 8th day of November, 2004,
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (hereinafter called
“Landlord”), and T-NETIX, INC., a Delaware corporation (hereinafter called “Tenant”). This Lease
consists of this paragraph, the Basic Lease Provisions, the Supplemental Lease Provisions and each
exhibit, rider, schedule and addendum attached to the Basic Lease Provisions and Supplemental
Lease Provisions. Each capitalized term used, but not defined, in the Supplemental Lease
Provisions shall have the meaning assigned to such term in the Basic Lease Provisions.



BASIC LEASE PROVISIONS





	1.	 	Building:






a. Name: The Princeton.

   Address: 14651 Dallas Parkway, Dallas, Texas 75240.




b. Agreed Rentable Area: 371,228 square feet.




	2.	 	Premises:






a. Suite #: 600; Floors: the entire 6th floor.





b. Agreed Rentable Area: 51,283 square feet.




	3.	 	a. Basic Rent (See Article 2, Supplemental Lease Provisions):





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rate Per Square	 	 	Basic	 	 	Basic	 
	Rental	 	Foot of Agreed	 	 	Annual	 	 	Monthly	 
	Period	 	Rentable Area	 	 	Rent	 	 	Rent	 
	Lease Months 1 — 12
	 	$	 13.25	 	 	$	679,499.76	 	 	$	56,624.98	 
	Lease Months 13 — 24
	 	$	 13.75	 	 	$	705,141.24	 	 	$	58,761.77	 
	Lease Months 25 — 36
	 	$	 14.25	 	 	$	730,782.72	 	 	$	60,898.56	 
	Lease Months 37 — 48
	 	$	 14.75	 	 	$	756,424.20	 	 	$	63,035.35	 
	Lease Months 49 — 60
	 	$	 15.25	 	 	$	782,065.80	 	 	$	65,172.15	 
	Lease Months 61 — 72
	 	$	 15.75	 	 	$	807,707.28	 	 	$	67,308.94	 
	Lease Months 73 — 84
	 	$	 16.25	 	 	$	833,348.76	 	 	$	69,445.73	 
	Lease Months 85 — 96
	 	$	 16.75	 	 	$	858,990.24	 	 	$	71,582.52	 
	Lease Months 97 — 108
	 	$	 17.25	 	 	$	884,631.72	 	 	$	73,719.31	 
	Lease Months 109 — 120
	 	$	 17.75	 	 	$	910,273.20	 	 	$	75,856.10	 







b. Each “Lease Year” shall be a twelve (12) month period commencing with the Commencement
Date or any anniversary date of the Commencement Date and ending on but not including the next
occurring anniversary date of the Commencement Date; provided, however, the last Lease Year
shall mean the period of time from and including the anniversary date of the Commencement Date
that immediately precedes the Expiration Date to and including the Expiration Date. Each “Lease
Month” shall be a period of time commencing on the same numeric day as the Commencement Date
and ending on (but not including) the day in the next calendar month that is the same numeric
date as the Commencement Date.




	4.	 	Tenant’s Pro Rata Share Percentage: 13.8144% (the Agreed Rentable Area of the Premises
divided by the Agreed Rentable Area
of the Building, expressed in a percentage).
	 
	5.	 	Tenant’s Operating Expense Stop: Equal to actual Operating Expenses for the calendar year
2005, grossed up in accordance with
subsection 2.202 of the Supplemental Lease Provisions (see Article 2, Supplemental Lease
Provisions).
	 
	6.	 	Tenant’s Real Estate Taxes Stop: Equal to actual Real Estate Taxes for the calendar year 2005
(see Article 2, Supplemental Lease
Provisions).
	 
	7.	 	Term: Ten (10) years and no (0) months (see Article 1, Supplemental Lease Provisions).
	 
	8.	 	Commencement Date: April 1, 2005 (see Article 1, Supplemental Lease Provisions).
	 
	9.	 	Expiration Date: March 31, 2015 (see Article 1, Supplemental Lease Provisions).
	 
	10.	 	Security Deposit: $0.00 (see Article 3, Supplemental Lease Provisions).
	 
	11.	 	Tenant’s Broker: DMc Corporate Services (such broker is represented by Dave Besserer).
	 
	12.	 	Permitted Use: General Office Purposes, Call Center, Network Operations Center and Data
Center Only (see Article 4,
Supplemental Lease Provisions).
	 
	13.	 	All payments shall be sent to Landlord in care of PM Realty Group (“Property Manager”) at
14651 Dallas Parkway, Suite 101,
Dallas, Texas 75240 or such other place as Landlord may designate from time to time. All
payments shall be in the form of check
until otherwise designated by Landlord, provided that payment shall not be deemed made if the
check is not duly honored with
good funds.
	 
	14.	 	Parking: See Section 15.17 and Exhibit F, if any, attached to the Supplemental Lease
Provisions.

	 
	15.	 	Addresses for notices due under this Lease (see
Article 14, Supplemental Lease Provisions):





	 	 	 
	Landlord:	 	Tenant:
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	 	PRIOR TO COMMENCEMENT DATE:
	c/o PM Realty Group
	 	 
	14651 Dallas Parkway, Suite 101

	 	T-NETIX, INC.
	Dallas, Texas 75240

	 	8201 Tristar Drive
	Attention: Property Manager

	 	Irving, Texas 75063
	Fax: (972)788-1179

	 	Attention: Bob Rae
	 

	 	Fax:(972)871-9577
	 
	 	 
	AND IF NOTICE OF DEFAULT, COPY TO:

	 	ON AND AFTER COMMENCEMENT DATE:
	The Prudential Insurance Company of America

	 	The Premises.
	8 Campus Drive

	 	Fax: To be determined
	Parsippany, New Jersey 07054-4493
	 	 
	Attention: Legal Department

	 	AND IF NOTICE OF DEFAULT, COPY TO
	 

	 	Applicable address above
	 

	 	Attention: General Counsel





Landlord and Tenant are initialing these Basic Lease Provisions in the appropriate space
provided below as an acknowledgment that they are a part of this Lease.





PRUDENTIAL OFFICE LEASE 2003


 









 








SUPPLEMENTAL LEASE PROVISIONS



ARTICLE 1

TERM AND POSSESSION




SECTION 1.1 LEASE OF PREMISES, COMMENCEMENT AND EXPIRATION.





	1.101	 	Lease of Premises. In consideration of the mutual covenants herein, Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, subject to all the terms and conditions of this Lease, the portion of
the Building (as described in Item 1
of the Basic Lease Provisions) described as the Premises in Item 2 of the Basic Lease
Provisions and that is more
particularly described on Exhibit A attached hereto (hereinafter called the “Premises”). If
the Premises include one or more
floors in their entirety, all corridors and restroom facilities located on such full floor
shall be considered part of the Premises.
The Building, the land (the “Land”) on which the Building is situated (which Land is more
particularly described on Exhibit B
 attached hereto), the parking garage, if any, located on the Land and serving the Building
(the “Garage”) and all other
improvements located on and appurtenances to the Building, the Garage and the Land are
referred to collectively herein as
the “Property”. Subject to the terms and conditions of this Lease, Tenant shall have access
to the Premises twenty-four (24)
hours per day every day of the year.
	 
	1.102	 	Agreed Rentable Area. The agreed rentable area of the Premises is hereby stipulated to be the “Agreed Rentable Area” of
the Premises set forth in Item 2b of the Basic Lease Provisions. The agreed rentable area of
the Building is hereby stipulated
to be the “Agreed Rentable Area” of the Building set forth in Item 1b of the Basic Lease Provisions.
	 
	1.103	 	Initial Term and Commencement. The initial term of this Lease shall be the period of time specified in Item 7 of the Basic
Lease Provisions. The initial term shall commence on the Commencement Date (herein so
called) set forth in Item 8 of the
Basic Lease Provisions (as such Commencement Date may be adjusted pursuant to Section 3 of
the Work Letter attached
hereto as Exhibit D) and, unless sooner terminated pursuant to the terms of this
Lease, the initial term of this Lease shall
expire, without notice to Tenant, on the Expiration Date (herein so called) set forth in
Item 9 of the Basic Lease Provisions
(as such Expiration Date may be adjusted pursuant to Section 3
of the Work Letter).





SECTION 1.2 INSPECTION AND DELIVERY OF PREMISES, CONSTRUCTION OF LEASE SPACE IMPROVEMENTS
AND POSSESSION.





	1.201	 	Delivery. Tenant hereby accepts delivery of the Premises. Tenant acknowledges
that Tenant has inspected the Premises and
the Common Areas (as hereinafter defined) and, except for punch list items and latent
defects discovered and reported to
Landlord by Tenant within one (1) year from the Commencement Date, hereby (i) accepts the
Common Areas in “as is”
condition for all purposes and (ii) subject to Landlord’s completion of its obligations
under the Work Letter, Tenant hereby accepts the Premises (including the suitability of the Premises for the Permitted Use) for all purposes. LANDLORD
MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE
QUALITY, CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF ANY ABOVE-BUILDING
STANDARD IMPROVEMENTS AND/OR EQUIPMENT (SUCH AS SUPPLEMENTAL HEATING AND AIR
CONDITIONING UNITS) PRESENTLY LOCATED IN OR SERVING THE PREMISES, ALL OF SUCH
REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND DENIED.
	 
	1.202	 	Completion. Landlord will perform or cause to be performed the work and/or construction of Tenant’s Improvements (as
defined in the Work Letter) in accordance with the terms of the Work Letter and will use
reasonable efforts to Substantially
Complete (as defined in the Work Letter) Tenant’s Improvements by the date which is thirty
(30) days prior to the
Commencement Date. If Tenant’s Improvements are not Substantially Complete by the date which
is thirty (30) days prior
to the Commencement Date set forth in Item 8 of the Basic Lease Provisions for any reason
whatsoever, Tenant’s sole
remedy, except as set forth below in this Section 1.202, shall be an adjustment of the
Commencement Date and the
Expiration Date to the extent permitted under Section 3 of the Work Letter. Subject to
Section 5 of the Work Letter, Tenant
shall be permitted to occupy the Premises for a period of thirty (30) days prior to the
Commencement Date for the sole
purpose of installing its furniture and communication and data equipment in the Premises.
Such occupancy shall be subject
to all of the terms and provisions of this Lease except for the obligation to pay Rent,
other than the cost of any special
services requested by Tenant during such period (e.g., after hours heating or air
conditioning service). In the event Tenant
occupies the Premises prior to the Commencement Date for purposes of conducting its business
therein, Tenant shall be
obligated to pay Rent for such period at the rate applicable to the first month of the Term,
but such occupancy shall not
accelerate the Commencement Date. Notwithstanding the foregoing, if Substantial
Completion of the Tenant’s
Improvements has not occurred on or before the Outside Completion Date (defined below),
Tenant shall be entitled to one
and one-half (1.5) days abatement of Basic Rent commencing on the Commencement Date for
every day in the period
beginning on the Outside Completion Date and ending on the date of Substantial Completion of
the Tenant’s Improvements
as Tenant’s sole and exclusive remedy. The “Outside Completion Date” shall mean the date
which is 120 days after the later
of (i) Tenant’s approval of the Contract Sum (as defined in Exhibit D) and (ii)
issuance of a building permit for the
construction of the Tenant’s Improvements. Landlord and Tenant acknowledge and agree that:
(i) the determination of the
date of Substantial Completion of the Tenant’s Improvements shall take into consideration
the effect of any Tenant Delays
by Tenant (i.e., the actual date of Substantial Completion shall be adjusted backward, to an
earlier date, by one day for each
day of Tenant Delay); and (ii) the Outside Completion Date shall be postponed by the number
of days Substantial
Completion of the Tenant’s Improvements is delayed due to events of Force Majeure. Further
notwithstanding the
foregoing, if Substantial Completion of the Tenant’s Improvements has not occurred on or
before date which is three (3)
months after the Outside Completion Date (such date, the “Final Completion Date”), Tenant
shall, as its sole and exclusive
remedy (other than abatement of Basic Rent as provided in this Section 1.202), be entitled
to terminate this Lease by
delivering written notice of termination to Landlord within thirty (30) days after the Final
Completion Date. Landlord and
Tenant acknowledge and agree that: (i) the determination of the date of Substantial
Completion of the Tenant’s
Improvements shall take into consideration the effect of any Tenant Delays by Tenant (and
shall be adjusted as set forth







PRUDENTIAL OFFICE LEASE 2003


-1-









 












above for Tenant Delays); and (ii) the Final Completion Date shall be postponed by the
number of days Substantial Completion of the Tenant’s Improvements is delayed due to events
of Force Majeure.




	1.203	 	Acceptance of Premises Memorandum. Upon Substantial Completion (as defined in the Work
Letter) of Tenant’s Improvements, Landlord and Tenant shall execute the Acceptance of
Premises Memorandum (herein so called) attached hereto as
Exhibit E. If Tenant
occupies the Premises for purposes of conducting business therein without executing an
Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted the Premises for
all purposes and Substantial Completion shall be deemed to have occurred on the earlier to
occur of (i) commencement of business operations in the Premises or (ii) the Commencement
Date set forth in Item 8 of the Basic Lease Provisions.





SECTION 1.3 REDELIVERY OF THE PREMISES.





	1.301	 	Obligation to Redeliver. Upon the expiration or earlier termination of this
Lease or upon the exercise by Landlord of its right to re-enter the Premises without
terminating this Lease, Tenant shall immediately deliver to Landlord the Premises free of
offensive odors and in a safe, clean, neat, sanitary and operational condition, together with
all keys and parking and access cards. Tenant shall, by the Expiration Date or, if this Lease
is earlier terminated, within seven (7) days after the termination, at the sole expense of
Tenant (i) remove from the Premises all of Tenant’s Property (hereinafter defined), and (ii)
if requested by Landlord, (a) remove from the Premises all or any part of the improvements
(other than Tenant’s Improvements (excluding any Tenant’s Service Equipment (hereinafter
defined) and other improvements approved by Landlord without the requirement that same be
removed upon expiration or earlier termination of the Lease) made to the Premises by or on
behalf of Tenant, and (b) repair all damage to the Premises and the fixtures, appurtenances,
and equipment of Landlord caused by such removal, including without limitation, patching all
holes in the walls and floors of the Premises. All removals and work described above shall be
accomplished in a good and workmanlike manner and shall be conducted so as to minimize any
damage the Premises or the Building, as so as not to damage the plumbing, electrical lines or
other utilities serving the Building. Tenant shall, at its expense, promptly repair any
damage caused by any such removal or work. If Tenant fails to deliver the Premises in the
condition aforesaid, then Landlord may restore the Premises to such a condition at Tenant’s
expense. All property required to be removed pursuant to this Section not removed within time
period required hereunder shall thereupon be conclusively presumed to have been abandoned by
Tenant and Landlord may, at its option, take over possession of such property and either (a)
declare the same to be the property of Landlord by written notice to Tenant at the address
provided herein or (b) at the sole cost and expense of Tenant, remove and store and/or
dispose of the same or any part thereof in any manner that Landlord shall choose without
incurring liability to Tenant or any other person. Notwithstanding the foregoing or anything
to the contrary in this Lease, Landlord may not make any removal request as to (i)
alterations, additions, improvements, fixtures, equipment (other than data and
telecommunications cable and wiring) installed pursuant to the Work Letter unless Landlord
notified Tenant of such removal obligations at the time Landlord approved the same, and (ii)
any other alterations, additions, improvements or fixtures (other than data and
telecommunications cable and wiring) effected after the Commencement Date with Landlord’s
consent and as to which Landlord did not condition its consent on removal of such items at
the conclusion of the Term.






	1.302	 	Failure to Deliver. Notwithstanding any provision or inference to the contrary
herein contained, in the event that Tenant fails to deliver to Landlord (and surrender
possession of) all of the Premises upon the expiration or earlier termination of this Lease
(or the applicable portion of the Premises if this Lease expires or terminates as to only a
portion of the Premises) on the date of expiration or earlier termination, then Landlord
may, without judicial process and without notice of any kind, immediately enter upon and
take absolute possession of the Premises or applicable portion thereof, expel or remove
Tenant and any other person or entity who may be occupying the Premises or applicable
portion thereof, change the locks to the Premises or applicable portion thereof (in which
event, Tenant shall have no right to any key for the new locks), limit elevator access to
the Premises or applicable portion thereof, and take any other actions as are necessary for
Landlord to take absolute possession of the Premises or applicable portion thereof. The
foregoing rights are without prejudice and in addition to, and shall not in any way limit
Landlord’s rights under, Section 1.4 below. Notwithstanding the foregoing, if the Lease is
terminated prior to the expiration of the Term, Tenant shall have seven (7) days after the
termination to remove Tenant’s property in the Premises (but such removal right shall not
entitle Tenant to possession of the Premises).





SECTION 1.4 HOLDING OVER. In the event Tenant or any party under Tenant claiming rights to this
Lease, retains possession of the Premises after the expiration or earlier termination of this
Lease, such possession shall constitute and be construed as a tenancy at will only, subject,
however, to all of the terms, provisions, covenants and agreements on the part of Tenant
hereunder; such parties shall be subject to immediate eviction and removal and Tenant or any such
party shall pay Landlord as rent for the period of such holdover an amount equal to one and
one-half (1-1/2) times the Basic Annual Rent and Additional Rent (as hereinafter defined) in
effect immediately preceding expiration or termination, as applicable, computed on a monthly basis
for each month or partial month that Tenant remains in possession. Tenant shall also pay any and
all damages sustained by Landlord as a result of such holdover; provided that Tenant shall not be
liable to Landlord for consequential damages arising from Tenant’s holdover unless (i) Landlord
gives written notice (the “Vacancy Notice”) to Tenant after the date Tenant’s right to renew the
Lease pursuant to Rider 1 has occurred stating (x) that Landlord has entered into a letter of
intent, letter or memorandum of understanding or another similar instrument with a proposed tenant
or a third party has accepted a proposal made by Landlord to lease all or part of the Premises and
(y) the date Landlord requires Tenant to vacate the Premises (the “Vacancy Date”), which date
shall be the later of thirty (30) days after Tenant’s receipt of the Vacancy Notice and the
expiration date of this Lease, and (ii) Tenant fails to vacate the Premises on or before the
Vacancy Date. The rent during such holdover period shall be payable to Landlord from time to time
on demand; provided, however, if no demand is made during a particular month, holdover rent
accruing during such month shall be paid in accordance with the
provisions of Article 2. Tenant
will vacate the Premises and deliver same to Landlord immediately upon Tenant’s receipt of notice
from Landlord to so vacate. No holding over by Tenant, whether with or without consent of
Landlord, shall operate to extend the term of this Lease; no payments of money by Tenant to
Landlord after the expiration or earlier termination of this Lease shall reinstate, continue or
extend the term of this Lease; and no extension of this Lease after the expiration or earlier
termination thereof shall be valid unless and until the same shall be reduced to writing and
signed by both Landlord and Tenant. If Landlord elects to cause Tenant to be ejected from the
Premises through judicial process, and without in any way limiting Landlord’s rights under
subsection 1.302 above, Tenant agrees that Landlord will not be required to deliver Tenant more
than three (3) days’ notice to vacate prior to



PRUDENTIAL OFFICE LEASE 2003


-2-









 







Landlord’s
filing of a forcible detainer suit. In addition, Tenant agrees that Landlord shall
be entitled to the payment of its reasonable legal fees in the event that Landlord prevails in a
forcible detainer action brought by Landlord.




ARTICLE 2

RENT




SECTION 2.1 BASIC RENT. Tenant shall pay as annual rent for the Premises the applicable
Basic Annual Rent shown in Item 3 of the Basic Lease Provisions. The Basic Annual Rent shall be
payable in monthly installments equal to the applicable Basic Monthly Rent shown in Item 3 of the
Basic Lease Provisions in advance, without demand, offset or deduction (except as may be expressly
allowed herein). The first monthly installment of Basic Annual Rent shall be payable within three
(3) days after execution of the Lease and will be applied on the Commencement Date to the first
installment of Basic Annual Rent due under the Lease. The remaining monthly installments of Basic
Annual Rent shall commence on the first (1st) day of the calendar month following the Commencement
Date and shall continue on the first day of each calendar month thereafter. If the Commencement
Date occurs on a day other than the first day of a calendar month or the Expiration Date occurs on
a day other than the last day of a calendar month, the Basic Monthly Rent for such partial month
shall be prorated.




SECTION 2.2 ADDITIONAL RENT.





	2.201	 	Definitions. For purposes of this Lease, the following definitions shall
apply:






(a) “Additional Rent”, for a particular calendar year, shall equal the sum of (i) Tenant’s
Pro Rata Share Percentage (as set
forth in Item 4 of the Basic Lease Provisions) multiplied by the amount by which Real Estate
Taxes (as hereinafter defined)
for such year exceeds Tenant’s Real Estate Taxes Stop (as set forth in Item 6 of the Basic
Lease Provisions) plus (ii) Tenant’s
Pro Rata Share Percentage multiplied by the amount by which Operating Expenses (as
hereinafter defined) for such calendar
year exceed Tenant’s Operating Expense Stop (as set forth in Item 5 of the Basic Lease
Provisions) plus (iii) Tenant’s Pro
Rata Share Percentage multiplied by Additional Pass Through Costs (as hereinafter defined)
for such calendar year.




(b) “Operating Expenses” shall mean all of the costs and expenses Landlord incurs, pays or
becomes obligated to pay in
connection with operating, maintaining, insuring and managing the Property for a particular
calendar year or portion thereof
as determined by Landlord in accordance with generally accepted accounting principles,
including, but not limited to, the
following: (i) insurance premiums (“Insurance Premiums”); (ii) water, sewer, electrical and
other utility charges (“Utility)
Expenses”); (iii) service, testing and other charges incurred in the operation and
maintenance of the elevators and th
plumbing, fire sprinkler, security, heating, ventilation and air conditioning system; (iv)
cleaning and other janitorial service
inclusive of window cleaning); (v) tools and supplies costs; (vi) repair costs; (vii) costs
of landscaping, including landscape
maintenance and sprinkler maintenance costs and rental and supply costs in connection
therewith; (viii) security and alarm
services; (ix) license, permit and inspection fees; (x) management fees not to exceed four
percent (4%) of gross revenue
from the Property; (xi) wages and related benefits payable to employees (other than those
above the grade of property
manager), including taxes and insurance relating thereto, provided that to the extent wages,
salaries or other compensation
are billed to the Building for any employee not employed by Landlord full time on behalf of
the Building, Landlord shall
reasonably prorate such employees time and bill to the Building only such time as the
employee reasonably devotes to the
Building or Building operations; (xii) accounting services; (xiii) legal services, unless
incurred in connection with tenant
defaults or lease negotiations; (xiv) trash removal; (xv) garage and parking maintenance,
repair, repaying and operating
costs; and (xvi) the charges assessed against the Property pursuant to any contractual
covenants or recorded declaration
covenants or the covenants, conditions and restrictions of any other similar instrument
affecting the Property.
Notwithstanding the foregoing, Operating Expenses shall not include Real Estate Taxes or
Additional Pass Through Costs.
Costs and expenses to be excluded from Operating Expenses are set forth on Rider 9 attached
hereto. Notwithstanding
anything contained in this Lease to the contrary, in no event shall Landlord collect more
than one hundred percent (100%) of
the total Operating Expenses for any calendar year.




(c) “Real Estate Taxes” shall mean (i) all real estate taxes and other taxes or assessments
which are levied with respect to  the Property or any portion thereof for each calendar year, (ii) any tax, surcharge or
assessment which shall be levied as a
supplement to or in lieu of real estate taxes, (iii) the costs and expenses of a
consultant, if any, or of contesting the validity or
amount of such real estate or other taxes and (iv) any rental, excise, sales, transaction,
privilege or other tax or levy, however
denominated, imposed upon or measured by the rental reserved hereunder or on Landlord’s
business of leasing the Premises.
Notwithstanding the foregoing, Real Estate Taxes shall not include (a) any inheritance,
estate, succession, transfer or gift
taxes imposed upon or assessed against the Property or Landlord, or (b) taxes computed on
the basis of the net income of
Landlord or the owner of any interest therein. Further, Real Estate Taxes shall not include
any penalties or interest resulting
from Landlord’s late payment of Real Estate Taxes.




(d) “Additional Pass Through Costs” shall mean the following costs and expenses incurred by
Landlord from and after
January 1 of the calendar year after the calendar year in which this Lease is executed: (i)
subject to the limitations of clause
(ii) following, the cost of any improvement made to the Properly by Landlord that is
required under any governmental law
or regulation which was not promulgated, or which was promulgated but was not applicable to
the Building, on the
Commencement Date, amortized over such period as Landlord shall reasonably determine,
together with an amount equal to
interest at the rate of twelve percent (12%) per annum (the “Amortization Rate”) on the
unamortized balance thereof; (ii) the
cost of any improvement made to the Common Areas of the Property that is required under
interpretations or regulations
issued after the Commencement Date under, or amendments made after the Commencement Date
to, the provisions of Tex.
Rev. Civ. Stat. Ann. art. 9102 and the provisions of the Americans With Disabilities Act of
1990,42 U.S.C. §§12101-12213
(collectively, the “Disability Acts”), amortized over such period as Landlord shall
reasonably determine, together with a
amount equal to interest at the Amortization Rate on the unamortized balance thereof; (iii)
the cost of any labor-saving or
energy-saving device or other equipment installed in the Building (provided Landlord
reasonably anticipates that the
installation thereof will reduce Operating Expenses), amortized over such period as is
reasonably determined by Landlord,
together with an amount equal to interest at the Amortization Rate on the unamortized
balance thereof; and (iv) all other
capital costs and expenses which would generally be regarded as ownership, operating,
maintenance and management costs



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and expenses which would normally be amortized over a period not to exceed five (5) years.
In the event any special assessments are assessed against the Property, Landlord shall
either pay such assessments over the longest period of time permitted by applicable law or
Landlord shall pay such assessment over a shorter period as elected by Landlord; provided
that in the event Landlord pays over such shorter period, Tenant’s Pro Rata Share thereof
shall be calculated as if Landlord paid such assessment over the longest period of time
permitted by applicable law.




	2.202	 	Gross-Up. If the Building is not at least ninety-five percent (95%) occupied during
any year of the Term (including the Base
Year), Operating Expenses shall be grossed up to include all additional costs and expenses of owning, operating,
maintaining and managing the Building which Landlord reasonably determines that it would have incurred, paid or been
obligated to pay during such year, including the Base Year, if the Building had been ninety-five percent (95%) occupied.
	 
	2.203	 	Payment Obligation. In addition to the Basic Rent specified in this Lease,
Tenant shall pay to Landlord the Additional Rent,
in each calendar year or partial calendar year during the term of this Lease, payable in
monthly installments as hereinafter
provided. On or prior to the Commencement Date and at least thirty (30) days prior to each
calendar year thereafter (or as
soon thereafter as is reasonably possible), Landlord shall give Tenant written notice of
Tenant’s estimated Additional Rent
for the applicable calendar year and the amount of the monthly installment due for each
month during such year. Tenant
shall pay to Landlord on the Commencement Date and on the first day of each month thereafter
the amount of the applicable
monthly installment, without demand, offset or deduction (except as may be expressly
provided herein), provided, however,
if the applicable installment covers a partial month, then such installment shall be
prorated on a daily basis. Within ninety
(90) days after the end of (i) each calendar year and (ii) the Expiration Date or as soon
thereafter as is reasonably possible,
Landlord shall prepare and deliver to Tenant a statement showing Tenant’s actual Additional
Rent for the applicable calendar
year, accompanied by a computation of the difference, if any, between the estimated
Additional Rent and the actual
Additional Rent, provided that with respect to the calendar year in which the Expiration
Date occurs, (x) that calendar year
shall be deemed to have commenced on January 1 of that year and ended on the Expiration Date
(the “Final Calendar Year”)
and (y) Landlord shall have the right to estimate the actual Operating Expenses allocable to
the Final Calendar Year but
which are not determinable within such ninety day period. If Tenant’s total monthly
payments of Additional Rent for the
applicable year are less than Tenant’s actual Additional Rent, then Tenant shall pay to
Landlord the amount of such
underpayment. If Tenant’s total monthly payments of Additional Rent for the applicable year
are more than Tenant’s actual
Additional Rent, then Landlord shall credit against the next Additional Rent payment or
payments due from Tenant the
amount of such overpayment, provided, however, with respect to the Final Calendar Year,
Landlord shall pay to Tenant the
amount of such excess payments, less any amounts then owed to Landlord. Unless Tenant takes
written exception to any
item within forty-five (45) days after the furnishing of an annual statement, such statement
shall be considered as final and
accepted by Tenant Any amount due Landlord as shown on any such statement shall be paid by
Tenant within forty-five
(45) days after it is received by Tenant.
	 
	2.204	 	Billing Disputes. If there exists any dispute as to (i) the amount of Additional
Rent, (ii) whether a particular expense is
properly included in Additional Rent or (iii) Landlord’s calculation of Additional Rent
(each an “Additional Rent Dispute”),
the events, errors, acts or omissions giving rise to such Additional Rent Dispute shall not
constitute a breach or default by
Landlord under this Lease and even if a judgment resolving the Additional Rent Dispute is
entered against Landlord, this
Lease shall remain in full force and effect and Landlord shall not be liable for any
consequential damages resulting from the
event, error, act or omission giving rise to such Additional Rent Dispute. Notwithstanding
the existence of an Additional
Rent Dispute, Tenant shall pay timely the amount of Additional Rent which is in dispute and
will continue to make all
subsequent payments of Additional Rent as and when required under this Lease, provided that
the payment of such disputed
amount and other amounts shall be without prejudice to Tenant’s position. If an Additional
Rent Dispute is resolved in favor
of Tenant, Landlord shall within forty-five (45) days pay to Tenant the amount of Tenant’s
overpayment of Additional Rent.
	 
	2.205	 	Revisions in Estimated Additional Rent. If Real Estate Taxes, Insurance Premiums,
Utility Expenses or Additional Pass
Through Costs increase during a calendar year or if the number of square feet of rentable
area in the Premises increases,
Landlord may revise the estimated Additional Rent during such year by giving Tenant written
notice to that effect and
thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an
additional amount equal to the
amount of such increase in the estimated Additional Rent divided by the number of months remaining in such year.
	 
	2.206	 	Real Estate Tax Protest. Section 41.413 of the Texas Property Tax Code may give Tenant the right to protest before the
appropriate appraisal review board a determination of the appraised value of the Property if
Landlord does not so protest and
requires Landlord to deliver to Tenant a notice of any determination of the appraised value
of the Property. Tenant
acknowledges that the Property is a multi-tenant facility, that any filing of a protest of
appraised value by Tenant will give
the appraisal district discretion to increase or decrease the appraised value, that an
increase in the appraised value will affect
Landlord and the other tenants of the Property, and that an increase in the appraised value
may increase the taxes not only
for the year in question but for future years, potentially beyond expiration of the Lease
Term. Accordingly, to the extent
permitted by applicable law, Tenant hereby waives the provisions of §41.413 of the
Texas Property Tax Code (or any
successor thereto). In the alternative, if §41.413 of the Texas Property Tax Code may not be
waived, Tenant agrees not to
protest any valuation unless Tenant notifies Landlord in writing of Tenant’s intent so to
protest and Landlord fails to protest
the valuation within fifteen (15) days after Landlord receives Tenant’s written notice. If
Tenant files a protest without giving
the written notice required by the preceding sentence, such filing shall be an event of
default under this Lease without the
necessity of any notice from Landlord, regardless of the provisions of Section 13.102 of
this Lease. Furthermore, if Tenant
exercises the right of protest granted by §41.413 of the Texas Property Tax Code, Tenant
shall be solely responsible for, and
shall pay, all costs of such protest. If as a result of any protest filed by Tenant, the
appraised value of the Property is
increased by the appraisal board, Tenant shall be solely responsible for, and shall
pay upon demand by Landlord, all taxes
(not only Tenant’s Pro Rata Share Percentage of Real Estate Taxes) assessed against the
Property in excess of the taxes
which would have been payable in the absence of the protest. Tenant shall continue to pay
such excess taxes until the
determination of appraised value of the Property is changed by the appraisal review board,
 regardless of whether the
increased taxes are incurred during the term of the lease or
thereafter. Landlord agrees,
upon request by Tenant, to
provide to Tenant a copy of the determination of appraised value for any year. The payment
obligations of Tenant under this
Section 2.206 shall survive the expiration or other termination of this Lease.






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SECTION 2.3 RENT DEFINED AND NO OFFSETS. Basic Annual Rent, Additional Rent and all other
sums (whether or not expressly designated as rent) required to be paid to Landlord by Tenant
under this Lease (including, without limitation, any sums payable to Landlord under any
addendum, exhibit, rider or schedule attached hereto) shall constitute rent and are sometimes
collectively referred to as “Rent”. Each payment of Rent shall be paid by Tenant when due,
without prior demand therefor and without deduction or setoff, except as otherwise expressly
set forth herein.




SECTION 2.4 LATE CHARGES. If any installment of Basic Annual Rent or Additional Rent or any
other payment of Rent under this Lease shall not be paid when due, a “Late Charge” of five
cents ($.05) per dollar so overdue may be charged by Landlord to defray Landlord’s
administrative expense incident to the handling of such overdue payments. Each Late Charge
shall be payable on demand. Notwithstanding the foregoing, provided that such payment is made
within five (5) days after the date such payment is due, Landlord shall not charge a Late
Charge for the first late payment in any twelve (12) month period during the Term.




ARTICLE 3

SECURITY DEPOSIT



Intentionally omitted.




ARTICLE 4

OCCUPANCY AND USE




SECTION 4.1 USE OF PREMISES.





	4.101	 	General. The Premises shall, subject to the remaining provisions of this
Section, be used solely for the Permitted Use (herein so called) specified in Item 12 of the
Basic Lease Provisions. Without in any way limiting the foregoing, Tenant will not use,
occupy or permit the use or occupancy of the Premises for any purpose (and the Permitted Use
shall not include any use) which is forbidden by or in violation of any law, ordinance or
governmental or municipal regulation, order, or certificate of occupancy, or which may be
dangerous to life, limb or property; or permit the maintenance of any public or private
nuisance; or do or permit any other thing which may unreasonably disturb the quiet enjoyment
of any other tenant of the Property; or keep any substance or carry on or permit any
operation which might emit offensive odors or conditions from the Premises; or commit or
suffer or permit any waste in or upon the Premises; or sell, purchase or give away, or permit
the sale, purchase or gift of food in any form by or to any of Tenant’s agents or employees
or other parties in the Premises except through vending machines in employee lunch or rest
areas within the Premises for use by Tenant’s employees only; or use any apparatus which
might make undue noise or set up vibrations in the Building; or permit anything to be done
which would increase the fire and extended coverage insurance rate on the Building or
Building contents and, if there is any increase in such rate by reason of acts of Tenant,
then Tenant agrees to pay such increase upon demand therefor by Landlord. Payment by Tenant
of any such rate increase shall not be a waiver of Tenant’s duty to comply herewith. Tenant
shall keep the Premises neat and clean at all times. Tenant shall comply with, and promptly
correct any violation of, each and every governmental law, rule or regulation relating to the
Premises, except to the extent such compliance is Landlord’s obligation under the terms of
this Lease. Tenant shall maintain a ratio of not more than one (1) person per 205 square feet
of Agreed Rentable Area of the Premises. Upon written request by Landlord, Tenant shall,
within five (5) business days after receipt of such request, provide Landlord a written
statement containing the number of employees of Tenant at the Premises and the average number
of visitors occupying the Premises on a daily basis. Tenant acknowledges that increased
numbers of people occupying the Premises causes an increase in wear and tear on the Premises
and the Common Areas and increased demand and use of Building services. The increased cost to
Landlord arising from excessive use and wear and tear that follows from increased occupant
density is difficult or impossible to quantify or measure precisely in dollars. Because the
damages from excessive occupant density are difficult or impossible to calculate or quantify
monetarily, if Tenant’s use of “ the Premises is such that the number of employees and/or
visitors exceeds the ratio of one (I) person per 205 square feet of Agreed Rentable Area of
the Premises for ten (10) business days (whether or not consecutive) in any calendar month,
Tenant shall pay to Landlord additional rent equal to twenty-five percent (25%) of the Basic
Monthly Rent payable hereunder for such calendar month. Such payment shall be made with the
next accruing installment of Basic Annual Rent and shall be payable for each month in which
Tenant exceeds the occupant density ratio for ten (10) business days within such calendar
month. Payment of above-described additional rent shall not be a waiver of Tenant’s duty to
comply with the occupancy density requirements of this subsection 4.101.






	4.102	 	Hazardous and Toxic Materials.






(a) For purposes of this Lease, hazardous or toxic materials shall mean asbestos containing
materials (“ACM”) and all
other materials, substances, wastes and chemicals classified as hazardous or toxic
substances, materials, wastes or chemicals
under then-current applicable governmental laws, rules or regulations or that are subject
to any right-to-know laws or
requirements.




(b) Tenant shall not knowingly incorporate into, or use or otherwise place or dispose of
any hazardous or toxic materials
at or on the Premises or the Property except for use and storage of cleaning and office
supplies used in the ordinary course of
Tenant’s business and then only if (i) such materials are in small quantities, properly
labeled and contained, (ii) such
materials are handled and disposed of in accordance with accepted industry standards for
safety, storage, use and disposal,
(iii) notice of and a copy of the current material safety data sheet is provided to
Landlord, if requested by Landlord, for each
such hazardous or toxic material and (iv) such materials are used, transported, stored,
handled and disposed of in accordance
with all applicable governmental laws, rules and regulations. Landlord shall have the
right to periodically inspect, take
samples for testing and otherwise investigate the Premises for the presence of hazardous or
toxic materials. Landlord shall
not knowingly dispose of any hazardous or toxic materials on the Property and shall
otherwise deal with all hazardous or
toxic materials at the Property in a manner that will not materially and adversely affect
Tenant’s access, use or occupancy of
the Premises. If Landlord or Tenant ever has knowledge of the presence of hazardous or
toxic materials on the Property that




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affect the Premises, the party having knowledge shall notify the other party thereof in
writing promptly after obtaining such knowledge.




(c) Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall
have the right to make
such studies and investigations and conduct such tests and surveys of the Premises from an
environmental standpoint as
permitted under Rider H-2 attached hereto. If Tenant requests that Landlord
commence construction of Tenant’s
Improvements prior to exercising such right, Tenant shall be deemed to have waived the
termination right set forth in Rider
H-2. Based solely on that certain Limited Asbestos Survey dated August 20, 2003
prepared by VATC Associates, Inc. (the
“Asbestos Survey), Landlord is not aware of any materials containing greater than 1% asbestos
located in the Premises,
except as set forth in such Asbestos Survey. Tenant acknowledges its receipt of the Asbestos
Survey.




(d) If Tenant or its employees, agents or contractors shall ever violate the provisions of
paragraph (b) of this subsection
4.102 or otherwise contaminate the Premises or the Property with hazardous or toxic
materials, then Tenant shall clean-up,
remove and dispose of the material causing the violation, in compliance with all applicable
governmental standards, laws,
rules and regulations and then prevalent industry practice and standards and shall repair any
damage to the Premises or
Building within such period of time as may be reasonable under the circumstances after
written notice by Landlord. Tenant
shall notify Landlord of its method, time and procedure for any clean-up or removal and
Landlord shall have the right to
require reasonable changes in such method, time or procedure or to require the same to be
done after normal business hours.
Tenant’s obligations under this subsection 4.102(d) shall survive the termination of this
Lease. Tenant represents to
Landlord that, except as has been disclosed to Landlord, Tenant has never been cited for or
convicted of any hazardous or
toxic materials violations under applicable laws, rules or regulations.



SECTION 4.2 COMPLIANCE WITH LAWS.





	4.201	 	Tenant’s Compliance
Obligation.






(a) Tenant shall comply with all laws, statutes, ordinances, orders, permits and
regulations affecting (i) Tenant’s use and occupancy of the Premises, (ii) any improvements
constructed within the Building by or on behalf of Tenant (other than by Landlord) and (iii)
any equipment installed within the Building by Tenant or installed by a party other than
Landlord on behalf of Tenant, provided, however, Tenant’s compliance obligations with
respect to the Disability Acts shall be governed by paragraph (b) following and the
applicable provisions of the Work Letter. Notwithstanding the foregoing. Tenant shall not be
responsible for compliance with any laws or regulations requiring (i) repairs or
modifications to the utility or building service equipment located outside of or not
exclusively serving the Premises (other than equipment installed by Tenant or on behalf of
Tenant), or (iii) installation of new building service equipment, such as fire detection or
suppression equipment, unless such repairs, modifications, or installations are required (a)
due to Tenant’s work, alterations, or repairs in the Premises or Tenant’s particular manner
of use of the Premises (other than general office use), or (b) due to the negligence or
willful misconduct of Tenant or any agent, employee, contractor, licensee or invitee of
Tenant. Tenant shall have the right to in good faith contest by appropriate legal
proceedings at Tenant’s sole cost and expense and with counsel of Tenant’s choosing, the
validity of any law, ordinance, order, rule, regulation or requirement with which, by the
provisions of this Lease, it is obligated to comply provided that: (a) Landlord
shall not be subject to civil or criminal penalty or to prosecution for a crime, nor shall
the Building or any part thereof be subject to being condemned or vacated, or subject to any
lien or encumbrance by reason of noncompliance or otherwise by reason of such contest; and
(b) Tenant, after request, shall use reasonable efforts to shall keep Landlord regularly
advised as to the status of such proceedings. If by the terms of any such law, ordinance,
order, rule, regulation, or requirement, compliance therewith may be legally held in
abeyance without incurring any lien or charge of record against the Premises, and without
subjecting Landlord to any fines, penalties or any other liability for failure to comply
therewith, Tenant may postpone compliance until the final determination of any such
proceedings, provided that all proceedings shall be prosecuted with due diligence. If upon
final determination Tenant is required to so comply, then Tenant shall promptly pay the cost
of such compliance even if such determination is made after the end of the Term. Tenant’s
obligations under this Section 4.201(a) shall survive the expiration or earlier termination
of this Lease.




(b) From and after the Commencement Date, Tenant shall be obligated to see that the Premises
comply with all existing
requirements of and regulations issued under the Disability Acts for each of the following:
(i) alterations or improvements
to any portion of the Premises performed after the Commencement Date; (ii) obligations or
complaints arising under or out
of Title I of the Americans With Disabilities Act or Tenant’s employer-employee obligations;
(iii) obligations or complaints
arising under or out of the conduct or operations of Tenant’s business, including any
obligations or requirements for barrier
removal to customers or invitees as a commercial facility or as a public accommodation (as
defined in the Disability Acts);
and (iv) any change in the nature of Tenant’s business, or its employees, or financial net
worth, or Tenant’s business
operations that triggers an obligation under the Disability Acts.




(c) If any law, statute, ordinance, order, permit or regulation with which Tenant is
required to comply pursuant to this
Lease is violated, Tenant shall take such corrective action as is necessary to cause
compliance.




	4.202	 	Landlord’s Compliance Obligation.






(a) Landlord shall comply with all laws, statutes, ordinances, orders and regulations (i)
relating to the Property (exclusive,
however, of those with which Tenant is obligated to comply by reason of subsection 4.201)
and (ii) non-compliance with
which would adversely affect Tenant’s use or occupancy of the Premises or Tenant’s rights
under this Lease, provided,
however, Landlord’s compliance obligations with the Disability Acts shall be as provided in
paragraph (b) of this subsection.




(b) From and after the Commencement Date, Landlord shall be responsible for compliance with
the Disability Acts in the
Common Areas.




(c) If any law, statute, ordinance, order, permit or regulation with which Landlord is
required to comply pursuant to this
Lease is violated, Landlord shall take such corrective action as is necessary to cause
compliance.



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SECTION 4.3 RULES AND REGULATIONS. Tenant will comply with such rules and regulations (the
“Rules and Regulations”) generally applying to tenants in the Building as may be adopted from time
to time by Landlord for the management, safety, care and cleanliness of, and the preservation of
good order and protection of property in, the Premises and the Building are attached hereto as
Exhibit G. All such Rules and Regulations are hereby made a part hereof. The Rules and
Regulations in effect on the date hereof are on file with the Property Manager. All changes and
amendments to the Rules and Regulations sent by Landlord to Tenant in writing and conforming to
the foregoing standards shall be carried out and observed by Tenant, provided that any changes to
the Rules and Regulations shall not have a material adverse effect on Tenant’s use of the Premises
or Tenant’s rights hereunder. Landlord hereby reserves all rights necessary to implement and
enforce the Rules and Regulations and each and every provision of this Lease. In the event of any
conflict between the terms and conditions of this Lease and the Rules and Regulations, the terms
and conditions of this Lease shall control. Landlord shall not discriminate against Tenant in
enforcement of the Rules and Regulations. Subject to Tenant’s compliance with the Building rules
regarding vendor’s entry into the Building and the other terms and conditions of this Lease,
Tenant shall have the right, at Tenant’s sole cost, to use a shredding service at the Premises for
shredding of Tenant’s documents.



SECTION 4.4 ACCESS. Without being deemed guilty of an eviction of Tenant and without abatement of
Rent, Landlord and its authorized agents shall have the right to enter the Premises, upon not less
than 24 hours prior notice (which notice may be oral), except in the case of an emergency, in
which case no prior notice shall be required, to inspect the Premises, to show the Premises to
prospective lenders, purchasers or, during the last nine (9) months of the Term, to prospective
tenants and to fulfill Landlord’s obligations or exercise its rights (including without limitation
Landlord’s Reserved Right [as hereinafter defined]) under this Lease. Except in the event of an
emergency, at the election of Tenant, Landlord shall be accompanied by a representative of Tenant
during such entry and if Tenant elects to have a representative accompany Landlord, Tenant agrees
to make such representative available during such entry by Landlord. Tenant hereby waives any
claim for damages for any injury or inconvenience to or interference with Tenant’s business, any
loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned thereby. For
each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to
unlock the doors to and within the Premises, excluding Tenant’s vaults and safes. Landlord shall
have the right to use any and all means which Landlord may deem proper to enter the Premises in an
emergency without liability therefor. During any entry into the Premises, Landlord will use
reasonable efforts not to unreasonably interfere with Tenant’s use of the Premises or the
operation of Tenant’s business.



SECTION 4.5 QUIET POSSESSION. Provided Tenant timely pays Rent and observes and performs all of
the covenants, conditions and provisions on Tenant’s part to be observed and performed hereunder,
Tenant shall have the quiet possession of the Premises for the entire term hereof, subject to all
of the provisions of this Lease and all laws to which the Property is subject



SECTION 4.6 PERMITS. If any governmental license or permit shall be required for the proper and
lawful conduct of Tenant’s business in the Premises or any part thereof, Tenant, at its expense,
shall procure and thereafter maintain such license or permit. Additionally, if any subsequent
alteration or improvement made to the Premises by Tenant or Tenant’s use of the Premises require
any modification or amendment of any certificate of occupancy for the Building or the issuance of
any other permit of any nature whatsoever, Tenant shall, at its expense, take all actions to
procure any such modification or amendment or additional permit.




ARTICLE 5

UTILITIES AND SERVICES




SECTION 5.1 SERVICES TO BE PROVIDED.



Landlord agrees to furnish or cause to be furnished to the Premises, the utilities and
services described in subsections 5.101 through 5.106 below, subject to all other provisions of
this Lease.





	5.101	 	Elevator Service. Except for Holidays (hereinafter defined) and emergencies,
Landlord shall provide automatic elevator
facilities on generally accepted business days from 7:00 a.m. to 6:00 p.m. and on Saturdays
from 8:00 a.m. to 1:00 p.m. and
have at least one (1) elevator available for use at all other times. For purposes of this
Lease, “Holidays” shall mean New
Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
and any other holiday
commonly recognized by other office buildings in the Dallas, Texas area.
	 
	5.102	 	Heat and Air Conditioning. On generally accepted business days from 7:00 a.m. to
6:30 p.m. and on Saturdays (other than
Holidays) from 7:00 a.m. to 1:00 p.m., Landlord shall ventilate the Premises and furnish
heat or air conditioning, at such
temperatures and in such amounts as is customary in buildings of comparable size, quality
and in the general vicinity of the
Building, with such adjustments as Landlord reasonably deems necessary for the comfortable
occupancy of the Premises,
subject to events of force majeure and any governmental requirements, ordinances, rules,
regulations, guidelines or
standards relating to, among other things, energy conservation. Upon request, Landlord
shall make available, at Tenant’s
expense, after hours heat or air conditioning. The minimum charge and the hourly rate for
the use of after hours heat or air
conditioning shall be determined from time to time by Landlord and confirmed in writing to
Tenant. As of the date of this
Lease, the hourly charge for such after hours heat and air conditioning is $35.00 per hour
per floor of the Building.
Landlord agrees that the after-hours charge for heating and air conditioning will only be
increased if the cost to provide such
services increases. Notwithstanding the foregoing, Tenant shall have the right to have
24-hour heating and air conditioning
service in the portion of the Premises to be used as a network operations center, calf
center, data center or computer room,
provided the electricity therefor shall be separately metered, at Tenant’s sole expense,
and the cost of the electricity for such
service (as measured by such separate meter) shall be paid by Tenant in accordance with Section 5.103(d) below.





5.103 Electricity.





(a) Landlord shall furnish to the Premises electric current not in excess of that required
by the office lighting and receptacles included in Tenant’s Improvements, provided,
however, Tenant shall be solely responsible for the costs of electrical consumption
(without duplication) (i) by equipment which requires a voltage other than 120 volts
single phase, (ii) in excess of that currently supplied to the Premises or (iii) by any
single piece of equipment in excess of 0.5 kilowatts at



PRUDENTIAL OFFICE LEASE 2003



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rated capacity (such consumption is herein referred to as “Excess Consumption” and the
costs of Excess Consumption are herein referred to as “Excess Consumption Costs”).




(b) Landlord may, from time to time, engage a reputable consultant to conduct a survey of
electrical usage within the
Premises or install one or more submeters to measure electrical usage within the Premises or a
particular floor of the
Premises. If the survey or submeters reflect Excess Consumption, then (i) Tenant shall be
responsible for the costs of any
such surveys and submeters, (ii) if Tenant does not eliminate the Excess Consumption within
thirty (30) days after receipt of
notice of such Excess Consumption, Landlord shall have the right to install permanent
submeters to measure the electrical
consumption within the Premises (which permanent submeters shall constitute a part of Tenant’s
Submeters, as hereinafter
defined), (iii) Tenant shall pay for the cost of acquiring, maintaining, repairing and reading
such submeters, and (iv) Tenant
shall pay the Excess Consumption Costs.




(c) Tenant shall not (i) without the express prior written consent of Landlord, install or use
or permit the installation or
use of any computer or electronic data processing equipment or any other electrical equipment
which (singly) consumes
more than 0.5 kilowatts at rated capacity or requires a voltage other than 120 volts single
phase or otherwise has high
electrical consumption, (ii) use electric current in excess of the capacity of the feeders or
lines to the Building as of the
Commencement Date or the risers or wiring installation of the Building or the Premises as of
the Commencement Date, or
(iii) install any electrical plugs, connections or outlets which supply a voltage greater than
120 volts single phase without
first notifying Landlord and arranging for the installation of a permanent submeter (which
shall be deemed to be part of
Tenant’s Submeters), at Tenant’s expense, to measure the electrical power consumed by the
equipment and/or machinery
hooked or plugged into such plugs, connections or outlets. All submeters installed by
Landlord or Tenant to measure
electrical usage by certain pieces of equipment located within the Premises together with any
submeters installed by
Landlord pursuant to paragraph (b) of this subsection are herein collectively referred to as
“Tenant’s Submeters”. Landlord
will maintain and repair Tenant’s Submeters, at Tenant’s cost.




(d) Upon the installation of Tenant’s Submeters, Landlord will, at Tenant’s cost, on or about
the first day of each month
during the Term of this Lease, read Tenant’s Submeters and record such readings for purposes
of determining Metered
Electrical Expenses (hereinafter defined). The cost of electricity consumed within each
separately metered portion of the
Premises and by each separately metered piece of equipment within the Premises (“Metered
Electrical Expenses”) shall be
equal to the sum of (i) the kilowatts of electricity consumed within the separately metered
portions of the Premises (as
measured by the applicable Tenant’s Submeters) during the applicable month (or other
applicable period) and (ii) the
kilowatts of electricity consumed by each separately metered equipment within the Premises
(as measured by the applicable
Tenant’s Submeters), multiplied by (iii) the cost per kilowatt of electricity charged
to Landlord by the public utility for
electricity consumed within the Building during the applicable month (or other applicable
period). Landlord may, from time
to time, invoice Tenant for Metered Electrical Expenses (as well as any Excess Consumption
Costs determined by a
reputable consultant) and Tenant shall, within thirty (30) days after receiving an invoice
therefor, pay Landlord the amount
of the Metered Electrical Expenses (and/or, as applicable, any Excess Consumption Costs
determined by a reputable
consultant) covered by such invoice. Each such invoice submitted by Landlord to Tenant shall
include (i) the period of
consumption covered by such invoice, (ii) the beginning and ending readings for each of
Tenant’s Submeters for such period,
(iii) Landlord’s calculations of the Metered Electrical Expenses covered by such invoice, and
(iv) if applicable, the
independent electrical consultant’s calculations of Excess Consumption and the Excess
Consumption Costs.




	5.104	 	Water. Landlord shall furnish water for lavatory purposes and drinking fountains in
Common Areas only. If Tenant desires
water in the Premises for any approved reason, including a private lavatory or kitchen, such
the cost to provide such water
shall be paid by Tenant and Tenant shall be responsible, at its sole cost and expense for
the maintenance of all lines and
pipes connecting to the Building water main, except to the extent such maintenance is
necessary as a result of latent defects
in connection with the Tenant’s Improvements.
	 
	5.105	 	Janitorial Services. Landlord shall provide janitorial services to the Premises in
accordance with the cleaning specifications
attached hereto as Exhibit H or such other reasonably comparable specifications
designated by Landlord from time to time,
in those portions of the Premises used exclusively as offices (including a call center and,
at Tenant’s option, a network
operations center). Landlord shall not provide janitorial services to any data center
located in the Premises.
	 
	5.106	 	Common Areas. Landlord shall perform routine maintenance in the Common Areas
(hereinafter defined) and maintain the
interior Common Areas of the Building in a manner comparable to similar class buildings as
the Building in the North
Dallas Tollway Corridor area.
	 
	5.107	 	Bulbs and Ballasts. Landlord shall provide Building standard bulbs and ballasts as
necessary in the Premises. Landlord
shall also provide non-building standard bulbs and ballasts upon Tenant’s request, provided
Tenant shall pay the cost thereof,
together with an administrative fee equal to five percent (5%) of such cost. All amounts due
under this subsection for such
non-building standard bulbs shall be paid to Landlord within thirty (30) days after receipt
of an invoice therefor.




SECTION 5.2 ADDITIONAL SERVICES. Landlord may impose a reasonable charge for any utilities and
services, including without limitation, air conditioning, electrical current and water, provided
by Landlord by reason of any use of the services at any time other than the standard Building
hours set forth in subsection 5.102 above (except that the cost of electricity for the 24-hour
heating and air conditioning service in the call center area of the Premises shall be paid by
Tenant in the manner set forth in the last sentence of subsection 5.102), or beyond the levels or
quantities that Landlord agrees herein to furnish or because of special electrical, cooling or
ventilating needs created by Tenant’s hybrid telephone equipment, computers or other equipment. In
no event will Landlord be required to provide any additional services during the existence of any
monetary default by Tenant under this Lease.



SECTION 5.3 Intentionally omitted.



SECTION 5.4 SERVICE INTERRUPTION.



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	5.401	 	SERVICE INTERRUPTION/WAIVER OF LANDLORD LIABILITY. LANDLORD SHALL NOT BE
LIABLE FOR AND, EXCEPT AS PROVIDED IN SUBSECTION 5.402 BELOW, TENANT SHALL NOT BE ENTITLED
TO ANY ABATEMENT OR REDUCTION OF RENT BY REASON OF LANDLORD’S FAILURE TO MAINTAIN
TEMPERATURE OR ELECTRICAL CONSTANCY LEVELS OR TO FURNISH ANY OF THE FOREGOING
SERVICES when such failure is caused by accident, breakage, repairs, strikes, lockouts or
other labor disturbance or labor dispute of any character, governmental regulation,
moratorium or other governmental action, inability to obtain electricity, water or fuel, or
by any cause beyond Landlord’s reasonable control (collectively, “Uncontrollable Events”),
NOR SHALL ANY SUCH UNCONTROLLABLE EVENT OR RESULTS OR EFFECTS THEREOF BE CONSTRUED AS AN
EVICTION (CONSTRUCTIVE OF ACTUAL) OF TENANT OR AS A BREACH OF THE IMPLIED WARRANTY OF
SUITABILITY, OR RELIEVE TENANT FROM THE OBLIGATION TO PERFORM ANY COVENANT OR AGREEMENT
HEREIN AND IN NO EVENT SHALL LANDLORD BE LIABLE FOR DAMAGE TO PERSONS OR PROPERTY
(INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION) OR BE IN DEFAULT HEREUNDER, AS A
RESULT OF ANY SUCH UNCONTROLLABLE EVENT OR RESULTS OR EFFECTS THEREOF.
	 
	5.402	 	Limited Right to Abatement of Rent and Limited Termination Right. If any portion
of the Premises becomes unfit for
occupancy because Landlord fails to deliver any service as required under Section 5.101
through 5.104 above (each an
“Essential Service”) for any period (other than a reconstruction period conducted pursuant
to Section 7.1 or Article 8 below)
exceeding five (5) consecutive business days after written notice by Tenant to Landlord and
provided such failure is not
caused by Tenant, Tenant’s Contractors or any of their respective agents or employees,
Tenant shall be entitled to a fair
prorated abatement of Basic Annual Rent and Additional Rent for any such portion of the
Premises from the expiration of
such five (5) consecutive business day period until such portion is again fit for occupancy.
Notwithstanding anything to the
contrary set forth herein, if any portion of the Premises becomes unfit for occupancy
because Landlord fails to deliver an
Essential Service and such failure is reasonably within the control of Landlord to remedy,
and (a) continues for sixty (60)
consecutive days after written notice by Tenant to Landlord, and (b) such failure is not
caused by Tenant, Tenant’s
Contractors or any of their respective agents or employees, then Tenant, as its sole remedy
(in addition to the abatement of
Basic Annual Rent and Additional Rent provided above), shall have the right to elect to
terminate this Lease within ten (10)
days after the expiration of said sixty (60) day period without penalty, by delivering
written notice to Landlord of its election
thereof.
	 
	5.403	 	Exclusive Remedy. Tenant’s sole and exclusive remedy for a failure by Landlord to provide
any Essential Service to the
Premises shall be Tenant’s remedy set forth in subsection 5.402.





SECTION 5.5 MODIFICATIONS. Intentionally omitted.



SECTION 5.6 TELECOMMUNICATION EQUIPMENT. In the event that Tenant wishes at any time to utilize
the services of a telephone or telecommunications provider whose equipment is not then servicing
the Building, no such provider shall be permitted to install its lines or other equipment within
the Building without first securing the prior written approval of the Landlord, which approval
shall include, without limitation, approval of the plans and specifications for the installation
of the lines and/or other equipment within the Building. Landlord’s approval shall not be deemed
any kind of warranty or representation by Landlord, including, without limitation, any warranty
or representation as to the suitability, competence, or financial strength of the provider.
Without limitation of the foregoing standard, unless all of the following conditions are
satisfied to Landlord’s reasonable satisfaction, it shall be reasonable for Landlord to refuse to
give its approval: (i) Landlord shall incur no expense whatsoever with respect to any aspect of
the provider’s provision of its services, including without limitation, the costs of
installation, materials and services; (ii) prior to commencement of any work in or about the
Building by the provider, the provider shall supply Landlord with such written indemnities,
insurance, financial statements, and such other items as Landlord determines to be reasonably
necessary to protect its financial interests and the interests of the Building relating to the
proposed activities of the provider; (iii) the provider agrees to abide by such rules and
regulations, building and other codes, job site rules and such other requirements as are
reasonably determined by Landlord to be necessary to protect the interests of the Building, the
tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to
protect itself and the Building with respect to proposed alterations as described in Section
6.303 of this Lease; (iv) Landlord determines that there is sufficient space in the Building for
the placement of all of the provider’s equipment and materials; (v) the provider agrees to abide
by Landlord requirements, if any, that provider use existing Building conduits and pipes or use
Building contractors (or other contractors approved by Landlord); (vi) Landlord receives from the
provider such compensation as is determined by Landlord to compensate it for space used in the
Building for the storage and maintenance of the provider’s equipment, for the fair
market value of a provider’s access to the Building, and the costs which may reasonably be
expected to be incurred by Landlord; (vii) the provider agrees to deliver to Landlord detailed
“as built” plans immediately after the installation of the provider’s equipment is complete; and
(viii) all of the foregoing matters are documented in a written license agreement between
Landlord and the provider, the form and content of which are reasonably satisfactory to Landlord.
If there is more than one (1) service provider available at the Building, Tenant shall have the
right, in its sole and absolute discretion, to select its own service provider from such
available providers. Landlord agrees to permit at least two (2) fiber providers to access the
Building subject to such providers’ desire to enter the Building upon the terms and conditions
set forth above.




ARTICLE 6

MAINTENANCE, REPAIRS, ALTERATIONS AND IMPROVEMENTS



SECTION 6.1 LANDLORD’S OBLIGATION TO MAINTAIN AND REPAIR. Landlord shall (subject to Section 7.1,
Section 7.4, Article 8 below and Landlord’s rights under Section 2.2 above and except for ordinary
wear and tear) keep and maintain in good repair and working order, consistent with other
comparable buildings of the same age and size in the North Dallas Tollway corridor as the
Building, and make repairs to (i) the structural elements of the Building, (ii) the mechanical
(including HVAC), electrical, plumbing and fire/life safety systems serving the Building in
general (excluding any tie-ins to such systems by Tenant and/or systems serving only the
Premises), (iii) the Common Areas, the Garage, the Service Corridors and the Service Areas, (iv)
the roof of the Building, (v) the exterior windows of the Building, and (vi) the elevators serving
the Building. Except as set forth in this Section 6.101 and as otherwise provided in Section 7.1
below and except for punch list items and latent defects reported to



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Landlord within one (1) year after the Commencement Date, Landlord shall not be required to
maintain or repair any portion of the Premises. Landlord agrees that the management and
maintenance of the Building will be of a quality comparable to buildings of a similar class as the
Building in the North Dallas Tollway corridor area.




SECTION 6.2 TENANT’S OBLIGATION TO MAINTAIN AND REPAIR.




6.201 Tenant’s Obligation.





(a) Subject to Sections 5.107, 6.1, 7.1 and 7.4 and Article 8 of this Lease, Tenant shall,
at Tenant’s sole cost and expense,
(i) maintain and keep the interior of the Premises (including, but not limited to, all
fixtures, walls, ceilings, floors, doors
windows [except replacement of exterior plate glass], appliances and equipment which are a
part of the Premises) in good
repair and condition, (ii) repair or replace any damage or injury done to the Building or
any other part of the Property caused
by Tenant, Tenant’s agents, employees, licensees, invitees or visitors or resulting from a
breach of its obligations under this
Section 6.2 and (iii) indemnify and hold Landlord harmless from, and reimburse Landlord for
and with respect to, any and
all costs, expenses (including reasonable attorneys’ fees), claims and causes of action
arising from or incurred by and/or
asserted by third parties in connection with such maintenance, repairs, replacements, damage
or injury. All repairs and
replacements performed by or on behalf of Tenant shall be performed in a good and
workmanlike manner and in accordance
with the standards applicable to alterations or improvements performed by Tenant. Tenant
shall continue to pay Rent,
without abatement, during any period that repairs or replacements arc performed or required
to be performed by Tenant
under this Section 6.2.




(b) Subject to Sections 7.1 and 7.4 and Article 8 of this Lease, Tenant shall maintain and
repair all supplemental HVAC
units, data and phone cabling, and any and all other installations and equipment installed
in the Premises, above the
acoustical ceiling tiles of the Premises or elsewhere in the Building (such equipment and
installations collectively referred to
as the “Tenant Service Equipment”) installed by or on behalf of Tenant and which service
only the Premises. Tenant shall
notify Landlord prior to performing any repair, maintenance or replacement of the Tenant
Service Equipment and the same
shall be performed in accordance with the standards and conditions applicable to
maintenance, repairs and replacements
performed by Tenant pursuant to subpart (a) of this Section 6.201. Landlord shall have no
liability for any repair,
maintenance or replacement cost incurred in connection with the Tenant Service Equipment.
All Tenant Service Equipment
shall become property of the Landlord at the expiration or earlier termination of the Lease;
provided that, if requested by
Landlord, Tenant shall remove the Tenant Service Equipment on or before the Expiration Date
or, if this Lease is terminated
earlier, within seven (7) days after such termination. All removals shall be accomplished in
accordance with the standards
for removals under Section 1.301 hereof. Tenant shall indemnity and hold Landlord harmless
from, and reimburse Landlord
for and with respect to, any and all costs, expenses (including reasonable attorneys’ fees),
claims and causes of action arising
from or incurred by and/or asserted in connection with the (i) maintenance, repair,
replacement of the Tenant Service
Equipment and (ii) any damage or injury arising out of or resulting from or in connection
with the Tenant Service
Equipment.




	6.202	 	Rights of Landlord. Landlord shall have the same rights with respect to repairs
performed by Tenant as Landlord has with respect to improvements and alterations performed
by Tenant under subsection 6.303 below. In the event Tenant fails, in the reasonable
judgment of Landlord, to maintain the Premises in good order, condition and repair, or
otherwise satisfy its repair and replacement obligations under subsection 6.201 above and
such failure continues for thirty (30) days after notice to Tenant of such failure (except
in the case of emergencies, in which case no prior notice shall be required), Landlord shall
have the right, upon not less than 24 hours prior written notice to Tenant (except in the
case of emergencies, in which case no prior notice shall be required) to perform such
maintenance, repairs and replacements at Tenant’s expense. Tenant shall pay to Landlord
within thirty (30) days after demand any such reasonable, actual cost or expense incurred by
Landlord..





SECTION 6.3 IMPROVEMENTS AND ALTERATIONS.





	6.301	 	Landlord’s Construction Obligation. Landlord’s sole construction obligation
under this Lease is as set forth in the Work
Letter.






	6.302	 	Alteration of Building. LANDLORD HEREBY RESERVES THE RIGHT AND
AT ALL TIMES SHALL HAVE
THE RIGHT TO REPAIR, CHANGE, REDECORATE, ALTER, IMPROVE, MODIFY, RENOVATE, ENCLOSE
OR MAKE ADDITIONS TO ANY PART OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION,
STRUCTURAL ELEMENTS AND LOAD BEARING ELEMENTS WITHIN THE PREMISES) AND TO
ENCLOSE AND/OR CHANGE THE ARRANGEMENT AND/OR LOCATION OF DRIVEWAYS OR PARKING
AREAS OR LANDSCAPING OR OTHER COMMON AREAS OF THE PROPERTY, ALL WITHOUT BEING
HELD GUILTY OF AN ACTUAL OR CONSTRUCTIVE EVICTION OF TENANT OR BREACH OF THE
IMPLIED WARRANTY OF SUITABILITY AND WITHOUT AN ABATEMENT OF RENT (THE “RESERVED
RIGHT”). WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, LANDLORD’S
RESERVED RIGHT SHALL INCLUDE, BUT NOT BE LIMITED TO THE RIGHT TO DO ANY OF THE
FOLLOWING: (i) erect and construct scaffolding, pipe, conduit and other structures on and
within and outside of the
Premises where reasonably required by the nature of the changes, alterations, improvements,
modifications, renovations
and/or additions being performed, (ii) perform within and outside of the Premises all work
and other activities associated
with such changes, alterations, improvements, modifications, renovations and/or additions
being performed, (iii) repair,
change, renovate, remodel, alter, improve, modify or make additions to the arrangement,
appearance, location and/or size of
entrances or passageways, doors and doorways, corridors, elevators, elevator lobbies,
stairs, toilets or other Common Areas
or Service Areas, (iv) temporarily close any Common Area and/or temporarily suspend
Building services and facilities in
connection with any repairs, changes, alterations, modifications, renovations or additions
to any part of the Building, (v)
repair, change, alter or improve plumbing, pipes and conduits located in the Building,
including without limitation, those
located within the Premises (provided that any permanent change or alteration in the
Premises shall not materially and
adversely affect Tenant’s ability to conduct business in the Premises), the Common Areas,
the Service Corridors or the
Service Areas (hereinafter defined) of the Building and (vi) repair, change, modify, alter,
improve, renovate or make




PRUDENTIAL OFFICE LEASE 2003


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	 	 	additions to the Building central heating, ventilation, air conditioning, electrical,
mechanical or plumbing systems. When exercising the Reserved Right, Landlord will interfere
with Tenant’s use and occupancy of the Premises as little as is reasonably practicable.
Notwithstanding the first sentence of this Section 6.302, if any portion of the Premises
becomes unfit for occupancy as a result of Landlord’s exercise of its Reserved Right or
Landlord’s fulfillment of its obligations under this Lease for any period (other than a
reconstruction period pursuant to Section 7.1 or Article 8 below) exceeding five (5)
consecutive business days after written notice by Tenant to Landlord, and provided Tenant,
Tenant’s contractors or any of their respective agents or employees did not cause the
occurrence which necessitates Landlord’s exercise of its reserved right or fulfillment of
its obligations, Tenant shall be entitled to a fair prorated abatement of Basic Annual Rent
and Additional Rent for any such portion of the Premises from the expiration of such five
(5) consecutive business day period until such portion is again fit for occupancy.






	6.303	 	Alterations, Additions, Improvements and Installations by Tenant Tenant shall not,
without the prior written consent of Landlord, make any changes, modifications, alterations,
additions or improvements (other than Tenant’s Improvements under the Work Letter) to, or
install any equipment or machinery (other than office equipment and unattached personal
property) on, the Premises (all such changes, modifications, alterations, additions,
improvements (other than Tenant’s Improvements under the Work Letter) and installations
approved by Landlord are herein collectively referred to as “Installations”) if any such
Installations would (i) affect any structural or load bearing portions of the Building, (ii)
result in a material increase of electrical usage above the normal type and amount of
electrical current to be provided by Landlord, (iii) result in an increase in Tenant’s usage
of heating or air conditioning, (iv) impact mechanical, electrical or plumbing systems in the
Premises or the Building, (v) affect areas of the Premises which can be viewed from Common
Areas, (vi) require greater or more difficult cleaning work (e.g., kitchens, reproduction
rooms and interior glass partitions), (vii) adversely affect Landlord’s ability to deliver
Building services to other tenants of the Building or (viii) violate any provision in Article
4 above or Rider H-1 or Rider H-2 attached hereto. As to Installations not
covered by the preceding sentence, Tenant will not perform same without the prior written
consent of Landlord, which consent shall not be unreasonably withheld or delayed. With
respect to any request by Tenant for approval of an Installation that does not affect any
Building systems (including without limitation, mechanical, electrical, plumbing, or life
safety systems) and does not affect the structure of the Building, Landlord shall respond to
Tenant’s request within two (2) business days after receipt thereof, and such approval shall
not be unreasonably withheld. Notwithstanding the foregoing, Tenant shall be entitled to make
cosmetic improvements to the Premises (i.e., painting, carpeting and changing wall coverings)
without Landlord’s prior consent; provided that Tenant provides Landlord five (5) business
days prior notice of the making such improvements and all contractors performing such work
shall have delivered to Landlord evidence of all insurance required by Landlord of
contractors performing work in the Building. All Installations shall be at Tenant’s sole cost
and expense. Without in any way limiting Landlord’s consent rights, Landlord shall not be
required to give its consent until (a) Landlord approves the contractor or person making such
Installations and approves such contractor’s insurance coverage to be provided in connection
with the work, (b) Landlord approves final and complete plans and specifications for the work
and (c) the appropriate governmental agency, if any, has approved the plans and
specifications for such work. All work performed by Tenant or its contractor relating to the
Installations shall conform to applicable governmental laws, rules and regulations,
including, without limitation, the Disability Acts. Upon completion of the Installations,
Tenant shall deliver to Landlord “as built” plans. If Landlord performs such Installations,
Tenant shall pay Landlord, as additional Rent, the cost thereof plus ten percent (10%) as
reimbursement for Landlord’s overhead. Each payment shall be made to Landlord within thirty
(30) days after receipt of an invoice from Landlord. All Installations that constitute
improvements constructed within the Premises shall be surrendered with the Premises at the
expiration or earlier termination of this Lease, unless Landlord requests that same be
removed pursuant to Section 1.3 above; provided that subject to the other terms and
conditions of this Lease, Tenant may place partitions, trade fixtures and other personal
property and equipment (collectively, the “Tenant’s Property”) in the Premises at Tenant’s
own expense. Tenant’s Property shall remain the property of Tenant, and in the case of damage
or destruction of Tenant’s Property by fire or other causes, Tenant shall have the right to
recover for such damage from any insurance company with which Tenant has insured the same.
Tenant shall indemnify and hold Landlord harmless from and reimburse Landlord for and with
respect to, any and all costs, expenses (including reasonable attorneys’ fees), demands,
claims, causes of action and liens, arising from or in connection with any Installations
performed by or on behalf of Tenant (other than Installations performed by Landlord or
Landlord’s contractors), EVEN IF THE SAME IS CAUSED BY THE NEGLIGENCE OR OTHER TORTIOUS
CONDUCT OF LANDLORD OR LANDLORD IS STRICTLY LIABLE FOR SUCH COSTS, EXPENSES OR CLAIMS. All
Installations performed by or on behalf of Tenant will be performed diligently and in a
first-class workmanlike manner and in compliance with all applicable laws, ordinances,
regulations and rules of any public authority having jurisdiction over the Building and/or
Tenant’s and Landlord’s insurance carriers. Landlord will have the right, but not the
obligation, to inspect periodically the work on the Premises and may require changes in the
method or quality of the work.
	 
	 	 	Subject to (i) the foregoing provisions of this Section 6.303, and (ii) the mutual
agreement on location of the installation and the availability of space in, on or under
the Building, in addition to the supplemental HVAC units existing in the Premises on the
date hereof, Tenant shall be entitled to install in connection with the initial Premises,
at Tenant’s sole cost and expense, up to five (5) self-contained 24 hour a day
supplemental HVAC units (collectively, Tenant’s HVAC Unit); provided that Tenant shall
reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord for
Landlord’s engineering review of the plans therefor within thirty (30) days after receipt
of an invoice therefor. If Tenant leases additional space in the Building, Tenant may
install, at Tenant’s sole cost and expense, additional supplemental HVAC units as are
mutually agreed between Landlord and Tenant. Tenant agrees to operate Tenant’s HVAC Unit
so as to adequately heat or cool the Premises during the hours that Tenant elects. Tenant
shall be responsible for all costs and expenses in connection with Tenant’s HVAC Unit and
shall maintain the same in good repair and condition.






	6.304	 	Approvals. Any approval by Landlord (or Landlord’s architect and/or engineers) of
any of Tenant’s contractors or Tenant’s drawings, plans or specifications which are prepared
in connection with any construction of improvements (including without limitation, Tenant’s
Improvements) in the Premises shall not in any way be construed as or constitute a
representation or warranty of Landlord as to the abilities of the contractor or the adequacy
or sufficiency of such drawings, plans or specifications or the improvements to which they
relate, for any use, purpose or condition.




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ARTICLE 7

INSURANCE, FIRE AND CASUALTY



SECTION 7.1 TOTAL OR PARTIAL DESTRUCTION OF THE BUILDING OR THE PREMISES. In the
event that the Building or the Garage should be totally destroyed by fire or other casualty or in
the event the Building or the Garage
(or any portion of either) should be so damaged that rebuilding or repairs cannot be completed, in
Landlord’s reasonable opinion,
within one hundred eighty (180) days after commencement of repairs to the Building, Landlord may,
at its option, terminate this
Lease, in which event Basic Annual Rent and Additional Rent shall be abated during the unexpired
portion of this Lease effective with
the date of such damage. Landlord shall exercise the termination right pursuant to the preceding
sentence, if at all, by delivering
written notice of termination to Tenant within ten (10) days after determining that the repairs
cannot be completed within such one
hundred eighty (180) day period. In the event that the Premises or the Garage should be so
damaged by fire or other casualty that
rebuilding or repairs cannot be completed, in Landlord’s reasonable opinion, within one hundred
eighty (180) days after the
commencement of repairs to the Premises or the Garage, as the case may be, then Landlord shall
notify Tenant of such fact (such
notice, the “Estimated Repair Notice”), and in such event Tenant may at its option terminate this
Lease, in which event Basic Annual
Rent and Additional Rent shall be abated during the unexpired portion of this Lease, effective the
date of termination. Tenant shall
exercise the termination right pursuant to the preceding sentence, if at all, by delivering
written notice of termination to Landlord
within twenty (20) days after being advised by Landlord that the repairs cannot be completed
within such one hundred eighty (180)
day period. In the event the Building, the Premises or the Garage should be damaged by fire or
other casualty and, in Landlord’s
reasonable opinion, the rebuilding or repairs can be completed within one hundred eighty (180)
days after the commencement of
repairs to the Building, Premises or the Garage, as applicable, or if the damage should be more
serious but neither Landlord nor
Tenant elect to terminate this Lease pursuant to this Section, in either such event Landlord
shall, within sixty (60) days after the date
of such damage, commence (and thereafter pursue with reasonable diligence) repairing the Building,
the Premises (including Tenant’s
Improvements) and/or the Garage, but only to the extent of insurance proceeds actually received by
Landlord for such repairs, to
substantially the same condition which existed immediately prior to the happening of the casualty.
However, if Landlord does not
have sufficient insurance proceeds to substantially complete the restoration of the Premises or
the Garage to substantially the same
condition which existed immediately prior to the happening of the casualty and Landlord elects not
to fund any shortfall, Landlord
shall so notify Tenant and Tenant, within fifteen (15) days thereafter, shall have the right to
terminate this Lease by the giving of
written notice to Landlord. In no event shall Landlord be required to rebuild, repair or
replace any part of the furniture, equipment,
fixtures, inventory, supplies or any other personalty or any other improvements (except Tenant’s
Improvements to the extent set forth
in the preceding sentence), which may have been placed by Tenant within the Building or at the
Premises. Landlord shall allow
Tenant a fair diminution of Basic Annual Rent and Additional Rent during the time the Premises are
unfit for occupancy or the Garage
is substantially unavailable. Notwithstanding Landlord’s restoration obligation, in the event
any mortgagee under a deed of trust,
security agreement or mortgage on the Building should require that the insurance proceeds be used
to retire or reduce the mortgage
debt or if the insurance company issuing Landlord’s fire and casualty insurance policy fails or
refuses to pay Landlord the proceeds
under such policy, Landlord shall have no obligation to rebuild and this Lease shall terminate
upon notice by Landlord to Tenant. Any
insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to
the Premises shall be for the sole
benefit of the party carrying such insurance and under its sole control. Notwithstanding the
foregoing, in the event the Landlord
determined that the rebuilding or repairs to the Premises or the Garage would not take longer than
the one hundred eighty (180) day
period set forth above, Tenant shall have the right to terminate this Lease upon written notice to
Landlord given within ten (10)
business days after the end of such one hundred eighty (180) day period (provided that such one
hundred eighty (180) day period shall
be extended by events of Force Majeure) and prior to substantial completion of such rebuilding or
repairs to the Premises or the
Garage, as applicable, in which event Rent and Tenant’s other obligations under this Lease, other
than those obligations that survive
the expiration or earlier termination of this Lease, shall be abated during the remainder of the
Term, effective as of the date of the
casualty. Further notwithstanding the foregoing, (i) in the event the Estimated Repair Notice
indicates that the rebuilding or repairs to
the Premises or the Garage will exceed one hundred eighty (180) days and neither party elects to
terminate this Lease pursuant to the
foregoing provisions of this Section 7.1, Tenant shall have the right to terminate this Lease in
the event the repairs to the Premises or
the Garage, as applicable , are not substantially complete within thirty (30) days after the
estimated rebuilding period set forth in the
Estimated Repair Notice. In the event Tenant elects to exercise the termination right set forth in
the preceding sentence, Tenant must
notify Landlord in writing of such termination after the expiration of such thirty (30) day period
and prior to substantial completion of
the repairs or rebuilding of the Premises and/or the Garage, and (ii) if the Premises are damaged
by a fire or any other casualty occurs
during the final eighteen (18) months of the Term of this Leased, then unless Tenant has a renewal
option and exercises its renewal
option to extend the Term, the number one hundred eighty (180) in this Section shall be changed to
the number sixty (60) for purposes
of determining the options and rights of the parties pursuant to this Section.




SECTION 7.2 TENANT’S INSURANCE.





	7.201	 	Types of Coverage. Tenant covenants and agrees that from and after the date of
delivery of the Premises from Landlord to Tenant, Tenant will carry and maintain, at its
sole cost and expense, the insurance set forth in paragraphs (a), (b) and (c) of this
subsection.






(a) Commercial General Liability Insurance. Commercial General Liability Insurance
covering the Premises and Tenant’s use thereof against claims for personal or bodily injury
or death or property damage occurring upon, in or about the Premises (including contractual
indemnity and liability coverage), such insurance to insure both Tenant and, as additional
insureds, Landlord and the Property Manager, and to afford protection to the limit of not
less than $2,000,000.00, combined single limit, in respect to injury or death to any number
of persons and all property damage arising out of any one (1) occurrence, with a deductible
reasonably acceptable to Landlord. If the Agreed Rentable Area of the Premises is more than
30,000 square feet, then, in addition to and not in lieu of the above stated coverage,
Tenant shall carry umbrella or so called excess coverage in an amount not less than
$2,000,000.00 over Tenant’s base coverage amount. All insurance coverage required under
this subparagraph (a) shall extend to any liability of Tenant arising out of the
indemnities provided for in this Lease. Additionally, each policy evidencing the insurance
required under this subparagraph shall expressly insure both Tenant and, as additional
named insureds, Landlord and the Property Manager, IT BEING THE INTENT THAT SUCH POLICIES
AFFORD INSURANCE COVERAGE TO LANDLORD AND THE PROPERTY MANAGER AGAINST CLAIMS FOR PERSONAL
OR BODILY INJURY OR DEATH OR PROPERTY DAMAGE OCCURRING UPON, IN OR
ABOUT THE PREMISES AS THE RESULT OF THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE



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OR WILLFUL MISCONDUCT) OF LANDLORD OR THE PROPERTY MANAGER, whether or not required by the
other provisions of this Lease.




(b) Fire and Extended Coverage Insurance. Property insurance on an all-risk
extended coverage basis (including
coverage against fire, wind, tornado, vandalism, malicious mischief, and water damage)
covering all fixtures, equipment and
personalty located in the Premises and endorsed to provide one hundred percent (100%)
replacement cost coverage. Such
policy will be written in the names of Tenant, Landlord and any other parties reasonably
designated by Landlord from time
to time, as their respective interests may appear. The property insurance may provide for a
reasonable deductible.



(c) Workers Compensation and Employer’s Liability Insurance. Worker’s compensation
insurance insuring against and
satisfying Tenant’s obligations and liabilities under the worker’s compensation laws of the
State of Texas, together with
employer’s liability insurance in an amount not less than $500,000.00. The insurance required
by this part (c) shall include
provisions waiving all subrogation rights against Landlord.




	7.202	 	Other Requirements of Insurance. All such insurance will be issued and underwritten
by companies reasonably acceptable
to Landlord and will contain endorsements that (a) such insurance may not lapse with respect
to Landlord or Property
Manager or be canceled or amended with respect to Landlord or Property Manager without the
insurance company giving
Landlord and Property Manager at least thirty (30) days prior written notice of such
cancellation or amendment, (b) Tenant
will be solely responsible for payment of premiums, and (c) Tenant’s insurance is primary in
the event of overlapping
coverage which may be carried by Landlord.
	 
	7.203	 	Proof of Insurance. Tenant shall deliver to Landlord within ten (10) days prior to
the commencement of construction of
Tenant’s Improvements, duplicate originals of all policies of insurance required by this
Section 7.2 or duly executed
originals of the evidence of such insurance (on ACORD Form 27 or a similar form) evidencing
in-force coverage, stating
that Landlord is an additional insured thereunder and agreeing to give Landlord at least
thirty (30) days written notice prior
to termination, cancellation or modification adversely affecting Landlord. Further, Tenant
shall deliver to Landlord
renewals thereof at least thirty (30) days prior to the expiration of the respective policy
terms.





SECTION 7.3 LANDLORD’S INSURANCE.





	7.301	 	Types of Coverage. Landlord covenants and agrees that from and after the date of
delivery of the Premises from Landlord to
Tenant, Landlord will carry and maintain, at its sole cost and expense, the insurance set
forth in paragraphs (a) and (b) of
this subsection.






(a) Commercial General Liability Insurance. Commercial General Liability Insurance
covering the Building and all
Common Areas, but excluding the Premises, insuring against claims for personal or bodily
injury or death or property
damage occurring upon, in or about the Building or Common Areas to afford protection to the
limit of not less than
$2,000,000.00 combined single limit in respect to injury or death to any number of persons
and property damage arising out
of any one (1) occurrence. This insurance coverage shall extend to any liability of Landlord
arising out of the indemnities
provided for in this Lease.




(b) Fire and Extended Coverage Insurance. Landlord shall at all times during the
term hereof maintain in effect a policy
or policies of all risk extended coverage insurance covering the Building (excluding
property required to be insured by
Tenant) endorsed to provide full replacement cost coverage and providing protection against
perils included within the
standard Texas form of fire and extended coverage insurance policy, together with insurance
against sprinkler damage,
vandalism, malicious mischief and such other risks as Landlord may from time to time
determine and with any such
deductibles as Landlord may from time to time determine.




	7.302	 	Self Insurance. Any insurance provided for in subsection 7.301 above may be effected
by self-insurance or by a policy or
policies of blanket insurance covering additional items or locations or assureds, provided
that the requirements of this
Section 7.3 are otherwise satisfied. Tenant shall have no rights in any policy or
policies maintained by Landlord.




SECTION 7.4 WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives any rights it may have
against the other (including, but not limited to, a direct action for damages) on account of any
loss or damage occasioned to Landlord or Tenant, as the case may be (EVEN IF (i) SUCH LOSS OR
DAMAGE IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ACTS OR OMISSIONS OF THE
RELEASED PARTY OR THE RELEASED PARTY’S DIRECTORS, EMPLOYEES, AGENTS OR INVITEES, OR (ii) THE
RELEASED PARTY IS STRICTLY LIABLE FOR SUCH LOSS OR DAMAGE), TO THEIR RESPECTIVE PROPERTY, THE
PREMISES, ITS CONTENTS OR TO ANY OTHER PORTION OF THE BUILDING OR THE PROPERTY ARISING FROM ANY
RISK (WITHOUT REGARD TO THE AMOUNT OF COVERAGE OR THE AMOUNT OF DEDUCTIBLE) COVERED BY THE ALL RISK
FULL REPLACEMENT COST PROPERTY INSURANCE REQUIRED TO BE CARRIED BY TENANT AND LANDLORD,
RESPECTIVELY, UNDER SUBSECTIONS 7.201(b) AND 7.301(b) ABOVE. The foregoing waiver shall be
effective even if either or both parties fail to carry the insurance required by sections 7.201(b)
and 7.301(b) above. If a party waiving rights under this Section is carrying an all risk full
replacement cost insurance policy in the promulgated form used in the State of Texas and an
amendment to such promulgated form is passed, such amendment shall be deemed not a part of such
promulgated form until it applies to the policy being carried by the waiving party. Without in any
way limiting the foregoing waivers and to the extent permitted by applicable law, the parties
hereto each, on behalf of their respective insurance companies insuring the property of either
Landlord or Tenant against any such loss, waive any right of subrogation that Landlord or Tenant or
their respective insurers may have against the other party or their respective officers, directors,
employees, agents or invitees and all rights of their respective insurance companies based upon an
assignment from its insured. Each party to this Lease agrees immediately to give to each such
insurance company written notification of the terms of the mutual waivers contained in this Section
and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of
said insurance coverage by reason of said waivers.



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SECTION 7.5 INDEMNITY.





	7.501	 	Tenant’s Indemnity. Subject to the limitation and exclusions set forth below
in this subsection, Tenant will indemnify and hold harmless Landlord, Property Manager, their
respective officers, directors, and employees and any other parties for whom Landlord and/or
Property Manager are responsible (each a “Landlord Indemnified Party”) from, and shall
reimburse each Landlord Indemnified Party for and with respect to, any and all costs,
expenses (including, without limitation, reasonable attorneys’ fees), claims, demands,
actions, proceedings, judgments, hearings, damages, losses and liabilities brought or
asserted by or payable to any third party, on account of personal injury, death, property
damage or any other form of injury or damage (each a “Claim” and collectively, the “Claims”)
arising out of or relating to (A) an incident or event which occurred within or on the
Premises, (B) the use or occupancy of the Premises or (C) any breach of this Lease by Tenant
and which resulted in a Claim, EVEN IF THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OF ANY LANDLORD INDEMNIFIED PARTY OR THE LANDLORD INDEMNIFIED PARTY IS
STRICTLY LIABLE FOR SUCH CLAIM. The indemnification and reimbursement obligations of Tenant
under this subsection (i) shall be limited to the greater of the amount of Commercial General
Liability Insurance required to be carried by such party under this Lease or $5,000,000 and
(ii) shall not apply to a Claim (a) waived by Landlord under Section 7.4 above or any
other provision of this Lease, (b) related to hazardous or toxic materials and caused by an
act or omission that does not constitute a breach by Tenant of the provisions of subsection
4.102 above or Rider H-1 or Rider H-2 attached hereto, (c) arising out of the gross
negligence or intentional misconduct of the Landlord Indemnified Party or (d) resulting from
host liquor liability from Landlord’s acts. If a third party files a lawsuit or brings any
other legal action asserting a Claim against a Landlord Indemnified Party and that is covered
by Tenant’s indemnity, then Tenant, upon notice from the Landlord Indemnified Party, shall
resist and defend such Claim through counsel reasonably satisfactory to the Landlord
Indemnified Party. Tenant’s obligations under this subsection shall survive the termination
of this Lease.






	7.502	 	Landlord’s Indemnity. Subject to the limitation and exclusions set forth below in
this subsection, Landlord will indemnify and hold harmless Tenant and its officers,
directors, and employees and any other parties for whom Tenant is responsible (each a “Tenant
Indemnified Party”) from, and shall reimburse each Tenant Indemnified Party for and with
respect to, any and all Claims (as defined in subsection 7.501 preceding) arising out of or
relating to (a) an incident or event which occurred within or on the Common Areas, (b) the
use or occupancy of the Common Areas, or (c) any breach of this Lease by Landlord and which
resulted in a Claim, EVEN IF THE CLAIM IS THE RESULT OF OR CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OF ANY TENANT INDEMNIFIED PARTY OR THE TENANT INDEMNIFIED PARTY IS STRICTLY LIABLE
FOR SUCH CLAIM. The indemnification and reimbursement obligations of Landlord under this
subsection (i) shall be limited to the greater of the amount of Commercial General Liability
Insurance required to be carried by such party under this Lease or $5,000,000 and (ii)
shall not apply to a Claim (a) waived by Tenant under Section 7.4 above or any other
provision of this Lease, (b) related to hazardous or toxic materials and caused by an act or
omission that does not constitute a breach by Landlord of the provisions of subsection 4.102
above or Rider H-l or Rider H-2 attached hereto, (c) arising out of the gross negligence or
intentional misconduct of the Tenant Indemnified Party or (d) resulting from host liquor
liability from Tenant’s acts. If a third party files a lawsuit or brings any other legal
action asserting a Claim against a Tenant Indemnified Party and that is covered by Landlord’s
indemnity, then Landlord, upon notice from the Tenant Indemnified Party, shall resist and
defend such Claim through counsel reasonably satisfactory to the Tenant Indemnified Party.
Landlord’s obligations under this subsection shall survive the termination of this Lease.





ARTICLE 8

CONDEMNATION




SECTION 8.1 CONDEMNATION RESULTING IN CONTINUED USE NOT FEASIBLE. If the Property or any
portion thereof that, in Landlord’s reasonable opinion, is necessary to the continued efficient
and/or economically feasible use of the Property shall be taken or condemned in whole or in part
for public purposes, or sold to a condemning authority in lieu of taking, then the term of this
Lease shall, at the option of Landlord, forthwith cease and terminate.




SECTION 8.2 TOTAL CONDEMNATION OF PREMISES. In the event that twenty-five percent (25%) or
more of the Agreed Rentable Area of the Premises or more than fifty percent (50%) of the Garage is
taken or condemned or sold in lieu thereof or Tenant will be unable to use a substantial portion
of the Premises or the Garage for a period of one hundred eighty (180) consecutive days by reason
of a temporary taking or reasonable access to the Premises is denied as a result of such taking,
either Landlord or Tenant may terminate this Lease by delivering written notice thereof to the
other within ten (10) business days after the taking, condemnation or sale in lieu thereof, and
such termination will be effective as of the date of the taking; provided that Tenant shall not be
entitled to terminate this Lease with respect to a condemnation of the Garage if within thirty
(30) days after such condemnation or sale in lieu thereof, Landlord provides Tenant with the
number of parking spaces to which Tenant is entitled under Exhibit F in an alternative
location.




SECTION 8.3 CONDEMNATION WITHOUT TERMINATION. If upon a taking or condemnation or sale in lieu of
the taking of all or less than all of the Property which gives either Landlord or Tenant the right
to terminate this Lease pursuant to Section 8.1 or 8.2 above and neither Landlord nor Tenant elect
to exercise such termination right, then this Lease shall continue in full force and effect,
provided that, if the taking, condemnation or sale includes any portion of the Premises, the Basic
Annual Rent and Additional Rent shall be redetermined on the basis of the remaining square feet of
Agreed Rentable Area of the Premises. Landlord, at Landlord’s sole option and expense, shall
restore and reconstruct the Building and/or the Garage to substantially its former condition to
the extent that the same may be reasonably feasible, but such work shall not be required to exceed
the scope of the work done in originally constructing the Building or the Garage, 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 or damages (over and above amounts going to the mortgagee of
the property taken) for the part of the Building, the Premises or the Garage so taken.




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SECTION 8.4 CONDEMNATION PROCEEDS. Landlord shall receive the entire award (which shall
include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof.
Tenant hereby expressly assigns to Landlord any and all right, title and interest of Tenant now or
hereafter arising in and to any such award. Tenant shall, however, have the right to recover from
such authority through a separate award which does not reduce Landlord’s award, any compensation
as may be awarded to Tenant on account of moving and relocation expenses and depreciation to and
removal of Tenant’s physical property.




ARTICLE 9

LIENS




Tenant
shall keep the Premises and the Property free from all liens arising out of any work
performed, materials furnished or obligations incurred by or for Tenant, except when the
mechanic’s lien is filed by a contractor, subcontractor, materialman, or laborer of Landlord
(including any of the same performing the Tenant’s Improvements), AND TENANT SHALL INDEMNIFY AND
HOLD HARMLESS LANDLORD FROM AND AGAINST, AND REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND
ALL CLAIMS, CAUSES OF ACTION, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), ARISING
FROM OR IN CONNECTION WITH ANY SUCH LIENS. In the event that Tenant shall not, within twenty (20)
days following notification to Tenant of the imposition of any such lien, cause the same to be
released of record by payment or the posting of a bond in amount, form and substance acceptable to
Landlord, Landlord shall have, in addition to all other remedies provided herein and by law, the
right but not the obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such lien. All
reasonable, actual amounts paid or incurred by Landlord in connection therewith shall be paid by
Tenant to Landlord on demand and shall bear interest from the date of demand until paid at the
rate set forth in Section 15.10 below. 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 contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement, alteration or repair of or
to the Building or 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 the filing of any mechanic’s or other liens against the interest
of Landlord in the Property or the Premises.




ARTICLE 10

TAXES ON TENANTS PROPERTY




Tenant shall be liable for and shall pay, prior to their becoming delinquent, any and all
taxes and assessments levied against, and any increases in Real Estate Taxes as a result of, any
personal property or trade or other fixtures placed by Tenant in or about the Premises and any
improvements (other than Tenant’s Improvements) constructed in the Premises by or on behalf of
Tenant. In the event Landlord pays any such additional taxes or increases, Tenant will, within
thirty (30) days after demand, reimburse Landlord for the amount thereof.




ARTICLE 11

SUBLETTING AND ASSIGNING




SECTION 11.1 SUBLEASE AND ASSIGNMENT. Except as set forth in Rider 5 attached hereto, Tenant
shall not assign this Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise (it being agreed that for purposes of this Lease, assignment shall include, without
limitation, the transfer of a majority interest of stock, partnership or other forms of ownership
interests, merger or dissolution) or mortgage or pledge the same, or sublet the Premises or any
part thereof or permit the Premises to be occupied by any firm, person, partnership or corporation
or any combination thereof, other than Tenant, without the prior written consent of Landlord. In
no event shall any assignment or sublease ever release Tenant from any obligation or liability
hereunder. Without limiting Landlord’s consent rights and as a condition to obtaining Landlord’s
consent, (i) each assignee must assume all obligations under this Lease and (ii) each sublessee
must confirm that its sublease is subject and subordinate to this Lease. No assignee or sublessee
of the Premises or any portion thereof may assign or sublet the Premises or any portion thereof.
Consent by Landlord to one or more assignments or sublettings shall not operate as a waiver of
Landlord’s rights as to any subsequent assignments and/or sublettings. Tenant shall deliver to
Landlord a copy of each assignment or sublease entered into by Tenant promptly after the execution
thereof, whether or not Landlord’s consent is required in connection therewith. Any assignment
made by Tenant shall be in recordable form and shall contain a covenant of assumption by the
assignee running to Landlord. All reasonable, actual legal fees and expenses incurred by Landlord
in connection with any assignment or sublease proposed by Tenant will be the responsibility of
Tenant and will be paid by Tenant within thirty (30) days of receipt of an invoice from Landlord.
In addition, Tenant will pay to Landlord an administrative overhead fee of $200.00 in
consideration for Landlord’s review of any requested assignment or sublease.




SECTION 11.2 LANDLORD’S RIGHTS.




11.201 Landlord’s Termination and Consent Rights.





(a) If Tenant desires to sublease any portion of the Premises or assign this Lease, Tenant
shall submit to Landlord (a) in
writing the name of the proposed subtenant or assignee, the nature of the proposed subtenant’s
or assignee’s business and, in
the event of a sublease, the portion of the Premises which Tenant desires to sublease (if the
proposed sublease space is less
than all of the Premises, such portion is herein referred to as the “Proposed Sublease
Space”), (b) a current balance sheet and
income statement for such proposed subtenant or assignee, (c) a copy of the proposed form of
sublease or assignment, and
(d) such other information as Landlord may reasonably request (collectively, the “Required
Information”).




(b) Landlord shall, within fifteen (15) days after Landlord’s receipt of the Required
Information deliver to Tenant a
written notice (each such notice, a “Landlord Response”) in which Landlord either (i)
terminates this Lease, if Tenant desires
to sublease all of the Premises or assign this Lease, (ii) terminates this Lease only as
to the Proposed Sublease Space, if the
Proposed Sublease Space is less than the entire Premises, (iii) consents to the proposed
sublease or assignment, or (iv)
withholds its consent to the proposed sublease or assignment, which consent shall not be
unreasonably withheld so long as
Landlord does not elect to terminate this Lease under subparts (i) or (ii) above and so
long as Landlord has received all




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Required Information. Landlord shall be deemed to have reasonably withheld its consent
to any sublease or assignment if the refusal is based on (i) Landlord’s determination (in
its sole discretion) that such subtenant or assignee is not of the character or quality of a
tenant to whom Landlord would generally lease space of the Building, (ii) the fact that such
sublease or assignment is not in form and of substance reasonably satisfactory to Landlord,
(iii) such sublease or assignment conflicts in any manner with this Lease, including, but
not limited to, the Permitted Use under Item 12 of the Basic Lease Provisions or Section 4.1
of the Supplemental Lease Provisions, (iv) the proposed subtenant or assignee is a
governmental entity or a medical office, (v) the proposed subtenant’s or assignee’s primary
business is prohibited by any non-compete clause then affecting the Building, (vi) the
proposed subtenant or assignee is a tenant of the Building or landlord is negotiating with
the proposed subtenant or assignee to become a tenant of the Building, (vii) the population
density of the proposed subtenant or assignee within the Premises will exceed the general
population density requirement set forth in subsection 4.101 hereof, (viii) the character of
the business to be conducted within the Premises by the proposed subtenant or assignee is
likely to substantially increase the expenses or costs or providing Building services, or
the burden on parking, existing janitorial services or elevators in the Building, (ix) the
sublease or assignment would cause Landlord to breach any recorded covenants or contractual
obligations to which the Property or Landlord is subject or (x) such sublessee or assignee
has a net worth less than that of Tenant at the time Tenant submits the Required
Information.




(c) If Landlord does not timely exercise its termination right with respect to the proposed
sublease or assignment within the required fifteen (15) days period, then Landlord shall be
deemed to have waived its right to terminate this Lease with respect to the applicable
assignment or sublease, but Landlord shall have the right to consent or withhold its consent
to the applicable proposed assignment or sublease, by delivering written notice thereof to
Tenant within such fifteen (15) day period. If Landlord does not exercise its right to
consent or withhold its consent in respect of a proposed assignment or sublease within the
required fifteen (15) day period, then Landlord shall be deemed to have consented to the
proposed assignment or sublease.




	11.202	 	Effect of Termination. If Landlord timely exercises its option to terminate this
Lease as to the entire Premises as provided in subsection 11.201, then this Lease shall
terminate on a date specified by Landlord in the Landlord Response (the “Specified
Termination Date”), which Specified Termination Date shall not be sooner than 30 days after
the date of Landlord’s Response, nor later than 90 days after the date of Landlord’s
Response, and the Basic Rent and Additional Rent shall be paid and apportioned to the
Specified Termination Date. If Landlord timely exercises its option to terminate this Lease
as to only the Proposed Sublease Space, then (i) this Lease shall end and expire with respect
to the Proposed Sublease Space on the applicable Specified Termination Date, (ii) from and
after the applicable Specified Termination Date, the Basic Rent shall be reduced by the
amount of Basic Rent that was being paid in respect of the Proposed Sublease Space as of the
applicable Specified Termination Date, (iii) Tenant’s Pro Rata Share Percentage shall be
recalculated based on the square feet of rentable area included in the Premises (exclusive of
such Proposed Sublease Space), (iv) Tenant’s estimated payments of Additional Rent shall be
recalculated on the basis of the revised Tenant’s Pro Rata Share Percentage, and (v) if the
Proposed Sublease Space adjoins another portion of the Premises, Tenant shall, at Tenant’s
sole cost and expense, construct and finish such demising walls as are necessary to
physically separate the Premises from the Proposed Sublease Space, and (vi) if the Proposed
Sublease Space is part of a floor which is fully included in the Premises, then Landlord
shall have the right, at Tenant’s sole cost and expense, (a) to construct and finish in
accordance with Building standards or to cause Tenant to construct and finish in accordance
with Building standards such demising walls as are necessary (x) to construct a public
corridor so as to convert the floor to a multi-tenant floor and (y) to convert the restrooms
on such floor (including access thereto) to restrooms which will serve the entire floor, as
opposed to only the Premises, and (b) to make such revisions, if any, are necessary, to
properly light, heat, cool and ventilate the public corridor and public restrooms. The
alterations performed by Tenant pursuant to this paragraph shall be deemed Installations and
therefore subject to the provisions of subsection 6.303.




SECTION 11.3 LANDLORD’S RIGHTS RELATING TO ASSIGNEE OR SUBTENANT. To the extent the rentals or
income derived from any sublease or assignment exceed the rentals due hereunder (“Excess Sublease
Rentals”), fifty percent (50%) of the Excess Sublease Rentals shall be the property of and paid
over to Landlord in consideration for Landlord’s consent to the applicable assignment or sublease.
During the continuance of a default of the Lease by Tenant under Section 13.1, Landlord may at its
option collect directly from such assignee or sublessee
all rents becoming due to Tenant under such assignment or sublease Tenant hereby authorizes and
directs any such assignee or sublessee to make such payments of rent direct to Landlord upon
receipt of notice from Landlord and Tenant agrees that any such payments made by an assignee or
sublessee to Landlord shall, to the extent of the payments so made, be a full and complete release
and discharge of rent owed to Tenant by such assignee or sublessee. No direct collection by
Landlord from any such assignee or sublessee shall be construed to constitute a novation or a
release of Tenant or any guarantor of Tenant from the further performance of its obligations
hereunder. Receipt by Landlord of rent from any assignee, sublessee or occupant of the Premises or
any part thereof shall not be deemed a waiver of the above covenant in this Lease against
assignment and subletting or a release of Tenant under this Lease. In the event that, following an
assignment or subletting, this Lease or Tenant’s right to possession of the Premises is terminated
for any reason, including without limitation in connection with default by or bankruptcy of Tenant
(which, for the purposes of this Section 11.2, shall include all persons or entities claiming by
or through Tenant), Landlord may, at its sole option, consider this Lease to be thereafter a
direct lease to the assignee or subtenant of Tenant upon the terms and conditions contained in
this Lease, in which event all rentals payable under such lease after the termination of this
Lease or Tenant’s right to possession of the Premises shall be deemed the property of Landlord.




SECTION 11.4 ASSIGNMENT AND BANKRUPTCY. Intentionally omitted.




ARTICLE 12

TRANSFERS BY LANDLORD, SUBORDINATION AND TENANT’S

ESTOPPEL CERTIFICATE



SECTION 12.1 SALE OF THE PROPERTY. In the event of any transfer of title to the Building,
the transferor shall automatically be relieved and freed of all obligations of Landlord under this
Lease accruing after such transfer, provided that if a



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Security Deposit has been made by Tenant, Landlord shall not be released from liability with
respect thereto unless Landlord transfers the Security Deposit to the transferee.



SECTION 12.2 SUBORDINATION, ATTORNMENT AND NOTICE. This Lease is subject and subordinate to (i)
any ground lease of the Property wherein Landlord is the tenant and to the liens of any and all
mortgages and deeds of trust, regardless of whether such lease, mortgage or deed of trust now
exists or may hereafter be created with regard to all or any part of the Property, (ii) any and
all advances (including interest thereon) to be made under any such lease, mortgage or deed of
trust and (iii) all modifications, consolidations, renewals, replacements and extensions of any
such lease, mortgage or deed of trust; provided that the foregoing subordination in respect of any
mortgage or deed of trust placed on the Property after the date hereof shall not become effective
until and unless the holder of such mortgage or deed of trust delivers to Tenant a non-disturbance
agreement (which may include Tenant’s agreement to attorn as set forth below) permitting Tenant,
if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in
occupancy of the Premises in the event of a foreclosure of any such mortgage or deed of trust.
Tenant also agrees that any lessor, mortgagee or trustee may elect (which election shall be
revocable) to have this Lease superior to any lease or lien of its mortgage or deed of trust and,
in the event of such election and upon notification by such lessor, mortgagee or trustee to Tenant
to that effect, this Lease shall be deemed superior to the said lease, mortgage or deed of trust,
whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or deed of
trust. Tenant shall, in the event of the sale or assignment of Landlord’s interest in the Premises
(except in a sale-leaseback financing transaction), or in the event of the termination of any
lease in a sale-leaseback financing transaction wherein Landlord is the lessee, attorn to and
recognize such purchaser, assignee or mortgagee as Landlord under this Lease. Tenant shall, in the
event of any proceedings brought for the foreclosure of, or in the event of the exercise of the
power of sale under, any mortgage or deed of trust covering the Premises, attorn to and recognize
purchaser at such sale, assignee or mortgagee, as the case may be, as Landlord under this Lease.
The above subordination and attornment clauses shall be self-operative and no further instruments
of subordination or attornment need be required by any mortgagee, trustee, lessor, purchaser or
assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such
lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute and deliver whatever
reasonable instruments may be reasonably required for such purposes and to carry out the intent of
this Section 12.2. Landlord represents that as of the date hereof, there is no mortgage or deed of
trust covering the Building.



SECTION 12.3 TENANTS ESTOPPEL CERTIFICATE. Tenant shall, within fifteen (15) days after the
request of Landlord or any mortgagee of Landlord, without additional consideration, deliver an
estoppel certificate, consisting of reasonable statements required by Landlord, any mortgagee or
purchaser of any interest in the Property, which statements may include but shall not be limited
to the following: this Lease is in full force and effect with rent paid through a specified date;
this Lease has not been modified or amended; Landlord is not in default and Landlord has fully
performed all of Landlord’s obligations hereunder; and such other statements as may reasonably be
required by the requesting party. If Tenant is unable to make any of the statements contained in
the estoppel certificate because the same is untrue, Tenant shall with specificity state the
reason why such statement is untrue. Tenant shall, if requested by Landlord or any such mortgagee,
deliver to Landlord a fully executed instrument in form reasonably satisfactory to Landlord and
Tenant evidencing the agreement of Tenant to the mortgage or other hypothecation by Landlord of
the interest of Landlord hereunder.




ARTICLE 13

DEFAULT




SECTION 13.1. DEFAULTS BY TENANT. The occurrence of any of the events described in subsections
13.101 through 13.108 shall constitute a default by Tenant under this Lease.





	13.101	 	Failure to Pay Rent. With respect to the first three (3) payments of Rent not made
by Tenant when due in any twelve (12)
month period, the failure by Tenant to make any such payment to Landlord within five (5)
days after Tenant receives written
notice specifying that the payment was not made when due. With respect to any other
payment of Rent, the failure by
Tenant to make such payment of Rent to Landlord when due, no notice of any such failure
being required.
	 
	13.102	 	Failure to Perform. Except for a failure covered by
subsection 13.101 above or
13.103 below, any failure by Tenant to
observe and perform any provision of this Lease to be observed or performed by Tenant where
such failure continues for
thirty (30) days after written notice to Tenant, provided that if such failure cannot be
cured within said thirty (30) day period,
Tenant shall not be in default hereunder so long as Tenant commences curative action within
such thirty (30) day period,
diligently and continuously pursues the curative action and fully and completely cures the
failure within ninety (90) days
after such written notice to Tenant.
	 
	13.103	 	Continual Failure to Perform. The third failure by Tenant in any twelve (12)
month period to perform and observe a
particular provision of this Lease to be observed or performed by Tenant (other than the
failure to pay Rent, which in all
instances will be covered by subsection 13.101 above), no notice being required for any
such third failure.
	 
	13.104	 	Bankruptcy, Insolvency, Etc. Tenant or any guarantor of Tenant’s obligations
hereunder (hereinafter called “Guarantor”,
whether one (1) or more), (i) cannot meet its obligations as they become due, (ii) becomes
or is declared insolvent according
to any law, (iii) makes a transfer in fraud of creditors according to any applicable law,
(iv) assigns or conveys all or a
substantial portion of its property for the benefit or creditors or (v) Tenant or Guarantor
files a petition for relief under the
Federal Bankruptcy Code or any other present or future federal or state insolvency,
bankruptcy or similar law (collectively,
“applicable bankruptcy law”); a receiver or trustee is appointed for Tenant or Guarantor or
its property; the interest of Tenant
or Guarantor under this Lease is levied on under execution or under other legal process;
any involuntary petition is filed
against Tenant or Guarantor under applicable bankruptcy law; or any involuntary action is
taken to reorganize or modify
Tenant’s or Guarantor’s capital structure if either Tenant or Guarantor be a corporation or
other entity (provided that no such
levy, execution, legal process or petition filed against Tenant or Guarantor shall
constitute a breach of this Lease if Tenant or
Guarantor shall vigorously contest the same by appropriate proceedings and shall remove or
vacate the same within ninety
(90) days from the date of its creation, service or filing).





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	13.105	 	Abandonment. Intentionally omitted.
	 
	13.106	 	Vacation. Intentionally omitted.
	 
	13.107	 	Loss of Right to do Business. If Tenant is a corporation or limited
partnership, Tenant fails to maintain its right to do
business in the State of Texas or fails to pay any applicable annual franchise taxes as and
when same become finally due and
payable; provided, however, such failure shall not constitute a default if such right is
reinstated, or such tax is paid, within
thirty (30) days after Tenant receives notice of such failure or past-due tax.
	 
	13.108	 	Dissolution or Liquidation. Except in connection with a reorganization permitted
under Rider 5 to the Lease, if Tenant is a
corporation or partnership, Tenant dissolves or liquidates or otherwise fails to maintain its
corporate or partnership structure,
as applicable.




With respect to the defaults described in subsections 13.103 through 13.108, Landlord shall not be
obligated to give Tenant notices of default and Tenant shall have no right to cure such defaults.




SECTION 13.2 REMEDIES OF LANDLORD.





	13.201	 	Termination of the Lease. Upon the occurrence of a default (as set forth in Section
13.1 above) by Tenant hereunder, Landlord may, without judicial process, terminate this Lease
by giving written notice thereof to Tenant (whereupon all obligations and liabilities of
Landlord hereunder shall terminate) and, without further notice, demand or liability, enter
upon the Premises or any part thereof, take absolute possession of the same, by picking or
changing locks if necessary, and lockout, and expel or remove Tenant and any other person or
entity who may be occupying the Premises. Tenant shall have seven (7) days after the
termination to remove Tenant’s property in the Premises (but such removal right shall not
entitle Tenant to possession of the Premises). Landlord shall be entitled to recover all loss
and damage Landlord may suffer by reason of such termination, whether through inability to
relet the Premises on satisfactory terms or otherwise, including without limitation, the
following (without duplication of any element of damages):






(a) accrued Rent to the date of termination and Late Charges, plus interest thereon at the
rate established under Section
15.10 below from the date due through the date paid or date of any judgment or award by any
court of competent
jurisdiction, the unamortized cost of Tenant’s Improvements, brokers’ fees and commissions,
attorneys’ fees, moving
allowances and any other costs incurred by Landlord in connection with making or executing
this Lease, the cost of
recovering the Premises and the costs of reletting the Premises (including, without
limitation, advertising costs, brokerage
fees, leasing commissions, reasonable attorneys’ fees and refurbishing costs and other costs
in readying the Premises for a
new tenant);




(b) the present value of the Rent (discounted at a rate of interest equal to eight percent
[8%] per annum [the “Discount
Rate”]) that would have accrued under this Lease for the balance of the Lease term but for
such termination, reduced by the
reasonable fair market rental value of the Premises for such balance of the Lease term
(determined from the present value of
the actual base rents, discounted at the Discount Rate, received and to be received from
Landlord’s reletting of the Premises
or, if the Premises are not relet, the base rents, discounted at the Discount Rate, that
with reasonable efforts could be
collected by Landlord by reletting the Premises, calculated in accordance with subsection
13.206);




(c) plus any other costs or amounts necessary to compensate Landlord for its actual damages.




If such termination is caused by the failure to pay Rent, Landlord may elect, by sending
written notice thereof to Tenant, to receive liquidated damages in an amount equal to Basic
Annual Rent payable hereunder for the month during which this Lease is terminated times the
lesser of (A) eighteen (18) or (B) the number of full calendar months remaining in the Term
at the time of such termination. Such liquidated damages shall be in lieu of the payment of
loss and damage Landlord may suffer by reason of such termination as provided above but
which shall not be in lieu of or reduce in any way any amount (including accrued Rent) or
damages due to breach of covenant (whether or not liquidated) payable by Tenant to Landlord
which accrued prior to the termination of this Lease. Nothing contained in this Lease shall
limit or prejudice the right of Landlord to provide for and obtain in proceedings for
bankruptcy or insolvency by reason of the
termination of this Lease, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, the damages are to
be proved, whether or not the amount be greater, equal to, or less than the amount of the
loss or damages referred to above.




	13.202	 	Repossession and Re-Entry. Upon the occurrence of a default (as set forth in
Section 13.1 above) by Tenant hereunder, Landlord may, without judicial process, immediately
terminate Tenant’s right of possession of the Premises, but not terminate this Lease, and,
without notice, demand or liability, enter upon the Premises or any part thereof, take
absolute possession of the same, by picking or changing locks if necessary, and lockout, and
expel or remove Tenant and any other person or entity who may be
occupying the Premises. If
Landlord terminates Tenant’s possession of the Premises under this subsection 13.202, (i)
Landlord shall have no obligation whatsoever to tender to Tenant a key for new locks
installed in the Premises, (ii) Tenant shall have no further right to possession of the
Premises and (iii) Landlord will have the right to relet the Premises or any part thereof on
such terms as Landlord deems advisable, taking into account the factors described in
subsection 13.206. Any rent received by Landlord from reletting the Premises or a part
thereof shall be applied first, to the payment of any indebtedness other than Rent due
hereunder from Tenant to Landlord (in such order as Landlord shall designate), second, to the
payment of any reasonable cost of such reletting, including, without limitation, refurbishing
costs, reasonable attorneys’ fees, advertising costs, brokerage fees and leasing commissions
and third, to the payment of Rent due and unpaid hereunder (in such order as Landlord shall
designate), and Tenant shall satisfy and pay to Landlord any deficiency upon demand therefor
from time to time. Landlord shall not be responsible or liable for any failure to relet the
Premises or any part thereof or for any failure to collect any rent due upon any such
reletting. No such re-entry or taking of possession of the Premises by Landlord shall be
construed as an election on Landlord’s part to terminate this Lease unless a written notice
of such termination is given to Tenant pursuant to subsection 13.201 above. If Landlord
relets the Premises,





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	 	 	either before or after the termination of this Lease, all such rentals received from such
lease shall be and remain the exclusive property of Landlord and Tenant shall not be, at any
time, entitled to recover any such rental. Landlord may at any time after a reletting elect
to terminate this Lease.
	 
	13.203	 	Cure of Default. Upon the occurrence of a default (as set forth in Section 13.1
above) hereunder by Tenant, Landlord may,
without judicial process and without having any liability therefor, enter upon the Premises
and do whatever Tenant is
obligated to do under the terms of this Lease and Tenant agrees to reimburse Landlord on
demand for any reasonable
expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this
Lease, and Tenant further
agrees that Landlord shall not be liable for trespass from such action.
	 
	13.204	 	Continuing Obligations. No repossession of or re-entering upon the Premises or any
part thereof pursuant to subsection
13.202 or 13.203 above or otherwise and no reletting of the Premises or any part thereof
pursuant to subsection 13.202
above shall relieve Tenant or any Guarantor of its liabilities and obligations hereunder, all
of which shall survive such
repossession or re-entering. In the event of any such repossession of or re-entering upon the
Premises or any part thereof by
reason of the occurrence of a default, Tenant will continue to pay to Landlord Rent required
to be paid by Tenant provided
this Lease is not terminated.
	 
	13.205	 	Cumulative Remedies. No right or remedy herein conferred upon or reserved to
Landlord is intended to be exclusive of any
other right or remedy set forth herein or otherwise available to Landlord at law or in equity
and each and every right and
remedy shall be cumulative and in addition to any other right or remedy given hereunder or now
or hereafter existing at law
or in equity or by statute. In addition to the other remedies provided in this Lease and
without limiting the preceding
sentence, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive
relief in case of the violation, or
attempted or threatened violation, of any of the covenants, agreements, conditions or
provisions of this Lease, or to a decree
compelling performance of any of the covenants, agreements, conditions or provisions of this
Lease, or to any other remedy
allowed to Landlord at law or in equity. Notwithstanding anything to the contrary set forth
herein, in no event shall Tenant
be liable for special or consequential damages for a breach of or default under this Lease
except as set forth in Section 1.4
above or in this Section 13.2.
	 
	13.206	 	Mitigation of Damages. With respect to the laws of the State of Texas which require
that Landlord use reasonable efforts to
relet the Premises, it is understood and agreed that:






(a) Landlord may elect to lease other comparable, available space in the Building, if any,
before reletting the Premises.




(b) Landlord may decline to out-of-pocket costs to relet the Premises, other than customary
leasing commissions and legal
fees for the negotiation of a lease with a new tenant.




(c) Landlord may decline to relet the Premises at rental rates below then prevailing market
rental rates, because of the
negative impact lower rental rates would have on the value of the Building and because of the
uncertainty of actually
receiving from Tenant the greater damages that Landlord would suffer from and after reletting
at the lower rates.




(d) Before reletting the Premises to a prospective tenant, Landlord may require the
prospective tenant to demonstrate the
same financial wherewithal that Landlord would require as a condition to leasing other space
in the Building to the
prospective tenant.




(e) Identifying a prospective tenant to relet the Premises, negotiating a new lease with such
tenant and making the
Premises ready for such tenant will take time, depending upon market conditions when the
Premises first become available
for reletting, and during such time Landlord cannot reasonably be expected to collect any
revenue from reletting, but
Landlord agrees not to unreasonably delay the process of reletting.




(f) Listing the Premises with a broker in a manner consistent with parts (a) through (e)
above constitutes reasonable efforts on the part of Landlord to relet the Premises.


SECTION 13.3 DEFAULTS BY LANDLORD. Landlord shall be in default under this Lease if Landlord fails
to perform any of its obligations hereunder and said failure continues for a period of thirty (30)
days after Tenant delivers written notice thereof to Landlord (to each of the addresses required
by this Section) and each mortgagee who has a lien against any portion of the Property and whose
name and address has been provided to Tenant, provided that if such failure cannot reasonably be
cured within said thirty (30) day period, Landlord shall not be in default hereunder if the
curative action is commenced within said thirty (30) day period, is thereafter diligently pursued
until cured, and such cure is effected within two hundred seventy (270) days after Landlord’s
receipt of written notice of such default. In no event shall (i) Tenant claim a constructive or
actual eviction or that the Premises have become unsuitable hereunder or (ii) a constructive or
actual eviction or breach of the implied warranty of suitability be deemed to have occurred under
this Lease, prior to the expiration of the notice and cure periods provided under this Section
13.3. Any notice of a failure to perform by Landlord shall be sent to Landlord at the addresses
and to the attention of the parties set forth in the Basic Lease Provisions. Any notice of a
failure to perform by Landlord not sent to Landlord at all addresses and/or to the attention of
all parties required under this Section and to each mortgagee who is entitled to notice or not
sent in compliance with Article 14 below shall be of no force or effect.




SECTION 13.4 LANDLORD’S LIABILITY.





	13.401	 	Tenant’s Rights in Respect of Landlord Default. Tenant is granted no contractual
right of termination by this Lease, except to the extent and only to the extent set forth in
Sections 7.1 and 8.2 above and Rider H-2 attached hereto. If Tenant shall recover a money
judgment against Landlord, such judgment shall be satisfied only out of the right, title and
interest of Landlord in the Property as the same may then be encumbered and Landlord shall not be
liable for any deficiency. If Landlord is found to be in default hereunder by reason of its failure
to give a consent that it is required to give hereunder, Tenant’s sole remedy will be an action for
specific performance or injunction. The foregoing sentence shall in no event be






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construed as mandatorily requiring Landlord to give consents
under this Lease. In no event shall Landlord be liable to Tenant
for consequential or special damages by reason of a failure to
perform (or a default) by Landlord hereunder or otherwise. In no
event shall Tenant have the right to levy execution against any
property of Landlord other than its interest in the Property as
hereinbefore expressly provided. TENANT HEREBY WAIVES ITS STATUTORY
LINE UNDER SECTION 91.004 OF THE TEXAS PROPERTY CODE.




	13.402	 	Certain Limitations on Landlord’s Liability. UNLESS
COVERED BY SUBSECTION 7.502 ABOVE OR CAUSED BY LANDLORD’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AND WITHOUT LIMITING THE PROVISIONS
OF SECTION 7.4, LANDLORD SHALL NOT BE LIABLE TO TENANT FOR ANY
CLAIMS, ACTIONS, DEMANDS, COSTS, EXPENSES, DAMAGE OR LIABILITY OK
ANY KIND (i) arising out of the use, occupancy or enjoyment of the
Premises by Tenant or any person therein or holding under Tenant or
by or through the acts or omissions of any of their respective
employees, officers, agents, invitees or contractors, (ii) caused by
or arising out of fire, explosion, falling sheetrock, gas,
electricity, water, rain, snow or dampness, or leaks in any part of
the Premises, (iii) caused by or arising out of damage to the roof,
pipes, appliances or plumbing works or any damage to or malfunction
of heating, ventilation or air conditioning equipment, (iv) caused
by tenants or any persons either in the Premises or elsewhere in the
Building (other than Common Areas) or by occupants of property
adjacent to the Building or Common Areas or by the public or by the
construction of any private, public or quasi-public work or (v)
caused by any act, neglect or negligence of Tenant. In no event
shall Landlord be liable to Tenant for any loss of or damage to
property of Tenant or of others located in the Premises, the
Building or any other part of the Property by reason of theft or
burglary.





SECTION 13.5 WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES ACT




     TENANT HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE
TRADE PRACTICES -CONSUMER PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE
TEXAS BUSINESS AND COMMERCE CODE (THE “DTPA”), A LAW THAT GIVES CONSUMERS
SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF
TENANT’S OWN SELECTION, TENANT VOLUNTARILY CONSENTS TO THIS WAIVER.



SECTION
13.6 LANDLORD’S LIEN. LANDLORD HEREBY WAIVES ANY STATUTORY LIEN
IT MAY HAVE IN CONNECTION WITH TENANT’S PROPERTY.




ARTICLE 14

NOTICES




Any notice or communication required or permitted in this Lease shall
be given in writing, sent by (a) personal delivery, with proof of
delivery, (b) expedited delivery service, with proof of delivery, (c)
United States mail, postage prepaid, registered or certified mail, return
receipt requested or (d) prepaid telegram (provided that such telegram is
confirmed by expedited delivery service or by mail in the manner
previously described), addressed as provided in Item 15 of the Basic
Lease Provisions and Section 13.3 above or to such other address or to
the attention of such other person as shall be designated from time to
time in writing by the applicable party and sent in accordance herewith.
Any such notice or communication shall be deemed to have been given
either at the time of personal delivery or, in the case of delivery
service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or in the case of telegram,
upon receipt.




ARTICLE 15

MISCELLANEOUS PROVISIONS




SECTION 15.1 BUILDING NAME AND ADDRESS. Tenant shall not, without the
written consent of Landlord, use the name of the Building for any purpose
other than as the address of the business to be conducted by
Tenant in the Premises and in no event shall Tenant acquire any rights in
or to such names. Landlord shall have the right at any time to change the
name, number or designation by which the Building is known.




SECTION 15.2 SIGNAGE. Tenant shall not inscribe, paint, affix or display
any signs, advertisements or notices on or in the Building, except for
such tenant identification information as Landlord permits to be included
or shown on the directory in the main lobby and adjacent to the access
door or doors to the Premises. Tenant shall be permitted install exterior
Building signage pursuant to Rider 6 attached to the Lease.




SECTION 15.3 NO WAIVER. No waiver by Landlord or by Tenant of any
provision of this Lease shall be deemed to be a waiver by either party
of any other provision of this Lease. No waiver by Landlord of any
breach by Tenant shall be deemed a waiver of any subsequent breach by
Tenant of the same or any other provision. No waiver by Tenant of any
breach by Landlord shall be deemed a waiver of any subsequent breach by
Landlord of the same or any other provision. The failure of Landlord or
Tenant to insist at any time upon the strict performance of any covenant
or agreement 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. Landlord’s consent to or approval of any act by
Tenant requiring Landlord’s consent or approval shall not be deemed to
render unnecessary the obtaining of Landlord’s consent to or approval of
any subsequent act of Tenant. Tenant’s consent to or approval of any act
by Landlord requiring Tenant’s consent or approval shall not be deemed
to render unnecessary the obtaining of Tenant’s consent to or approval
of any subsequent act of Landlord. No act or thing done by Landlord or
Landlord’s agents during the term of this Lease shall be deemed an
acceptance of a surrender of the Premises, unless done in writing signed
by Landlord. The delivery of the keys to any employee or agent of
Landlord shall not operate as a termination of this Lease or a surrender
of the Premises. The acceptance of any Rent by Landlord following a
breach of this Lease by Tenant shall not constitute a waiver by
Landlord of such breach or any other breach. The payment of Rent by
Tenant following a breach of this Lease by Landlord shall not constitute
a waiver by Tenant of any such breach or any other breach. No waiver by
Landlord or Tenant of any provision of this Lease shall be deemed to
have been made unless such waiver is expressly stated in writing signed
by the waiving party. 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




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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 which
may be available to Landlord.




SECTION 15.4 APPLICABLE LAW. This Lease shall be governed by and construed in accordance with the
laws of the State of Texas.




SECTION 15.5 COMMON AREAS. “Common Areas” will mean all areas, spaces, facilities and equipment
(whether or not located within the Building) made available by Landlord for the common and joint
use of Landlord, Tenant and others designated by Landlord using or occupying space in the
Building, including but not limited to, tunnels, walkways, sidewalks and driveways necessary for
access to the Building, Building lobbies, landscaped areas, public corridors, public rest rooms,
Building stairs, elevators open to the public, service elevators (provided that such service
elevators shall be available only for tenants of the Building and others designated by Landlord),
drinking fountains and, in addition to the foregoing, any such other areas and facilities, if any,
as are designated by Landlord from time to time as Common Areas. Common Areas shall not include
the Garage. “Service Corridors” shall mean all loading docks, loading areas and all corridors that
are not open to the public but which are available for use by Tenant
and others designated by
Landlord. “Service Areas” will refer to areas, spaces, facilities and equipment serving the
Building (whether or not located within the Building) but to which Tenant and other occupants of
the Building will not have access, including, but not limited to, mechanical, telephone,
electrical and similar rooms and air and water refrigeration equipment. Tenant, for the benefit of
Tenant and its employees, agents, customers, visitors, invitees and licensees, is hereby granted a
nonexclusive right to use the Common Areas and Service Corridors during the term of this Lease for
their intended purposes, in common with others designated by Landlord, subject to the terms and
conditions of this Lease, including, without limitation, the Rules and Regulations. The Building,
Common Areas, Service Corridors and Service Areas will be at all times under the exclusive
control, management and operation of the Landlord. Tenant agrees and acknowledges that the
Premises (whether consisting of less than one floor or consisting of one or more full floors
within the Building) do not include, and Landlord hereby expressly reserves for its sole and
exclusive use, any and all mechanical, electrical, telephone and similar rooms, janitor closets,
elevator, pipe and other vertical shafts and ducts, flues, stairwells, any area above the
acoustical ceiling and any other areas (other than corridors and restroom facilities in Premises
located on full floors) not specifically shown on Exhibit A as being part of the Premises.




SECTION 15.6 SUCCESSORS AND ASSIGNS. Subject to Article 11 hereof, all of the covenants,
conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal representatives, successors and assigns.




SECTION 15.7 BROKERS. Tenant warrants that it has had no dealings with any real estate broker or
agent in connection with the negotiation of this Lease, excepting only the broker named in Item 11
of the Basic Lease Provisions and that it knows of no other real estate brokers or agents who are
or might be entitled to a commission in connection with this Lease by
through or under Tenant.
Tenant agrees to indemnify and hold harmless Landlord from and against any liability or claim,
whether meritorious or not, arising in respect to brokers and/or agents not so named claiming by,
through or under Tenant. Landlord warrants that it has had no dealings with any real estate broker
or agent in connection with the negotiation of this Lease on behalf of Landlord other than PM
Realty Group and that it knows of no other real estate brokers or agents who are or might be
entitled to a commission in connection with this Lease claiming by, through or under Landlord.
Landlord agrees to indemnify and hold harmless Tenant from and against any liability or claim,
whether meritorious or not, arising in respect to brokers and/or agents other than PM Realty Group
claiming by, through or under Landlord. Landlord has agreed to pay the fees of the broker (but
only the broker) named in Item 11 of the Basic Lease Provisions and PM Realty Group to the extent
that Landlord has agreed to do so pursuant to written agreements with such brokers.




SECTION 15.8 SEVERABILITY. If any provision of this Lease or the application thereof to any
person or circumstances shall be invalid or unenforceable to any extent, the application of such
provisions to other persons or circumstances and the remainder of this Lease shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.




SECTION 15.9 EXAMINATION OF LEASE. Submission by Landlord of this instrument to Tenant for
examination or signature does not constitute a reservation of or option for lease. This Lease
will be effective as a lease or otherwise only upon execution by and delivery to both Landlord
and Tenant. Landlord agrees to execute this Lease within seven (7) business days after receipt
thereof from Tenant.




SECTION 15.10 INTEREST ON TENANTS OBLIGATIONS. Any amount due from Tenant to Landlord which is
not paid within thirty (30) days after the date due shall bear interest at the lower of (i)
eighteen percent (18%) per annum or (ii) the highest rate from time to time allowed by applicable
law, from the date such payment is due until paid, but the payment of such interest shall not
excuse or cure the default.




SECTION 15.11 TIME. Time is of the essence in this Lease and in each and all of the provisions
hereof. Whenever a period of days is specified in this Lease, such period shall refer to calendar
days unless otherwise expressly stated in this Lease.




SECTION 15.12 DEFINED TERMS AND MARGINAL HEADINGS. The words “Landlord” and “Tenant” as used
herein shall include the plural as well as singular. If more than one person is named as Tenant,
the obligations of such persons are joint and several. The headings and titles to the articles,
sections and subsections of this Lease are not a part of this Lease and shall have no effect upon
the construction or interpretation of any part of this Lease.




SECTION 15.13 AUTHORITY. Tenant and each person signing this Lease on behalf of Tenant represents
to Landlord as follows: Tenant, if a corporation, is duly incorporated and legally existing under
the laws of the state of its incorporation and is duly qualified to do business in the State of
Texas. Tenant, if a partnership or joint venture, is duly organized under the Texas Uniform
Partnership Act. Tenant, if a limited partnership, is duly organized under the applicable limited
partnership act of the State of Texas or, if organized under the laws of a state other than
Texas, is qualified under said Texas limited partnership act Tenant has all




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requisite power and all governmental certificates of authority, licenses, permits,
qualifications and other documentation to lease the Premises and to carry on its business as now
conducted and as contemplated to be conducted. Each person signing on behalf of Tenant is
authorized to do so. The foregoing representations in this Section 15.13 shall also apply to any
corporation, partnership, joint venture or limited partnership which is a general partner or joint
venturer of Tenant. Landlord represents and warrants to Tenant that Landlord owns fee simple title
to the Property subject to all matters of record; thai it has the right to execute and deliver
this Lease; and that the person executing this Lease on behalf of Landlord has the authority to do
so.




SECTION 15.14 FORCE MAJEURE. Whenever a period of time is herein prescribed for action to be taken
by Landlord or Tenant, the party taking the action shall not be liable or responsible for, and
there shall be excluded from the computation for any such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations
or restrictions or any other causes of any kind whatsoever which are beyond the reasonable control
of such party; provided, however, in no event shall the foregoing apply to the financial
obligations of either Landlord or Tenant to the other under this Lease, including Tenant’s
obligation to pay Basic Annual Rent, Additional Rent or any other amount payable to Landlord
hereunder.




SECTION 15.15 RECORDING. This Lease shall not be recorded. However, Landlord shall have the right
to record a short form or memorandum hereof, at Landlord’s expense, at any time during the term
hereof and, if requested, Tenant agrees (without charge to Landlord) to join in the execution
thereof.




SECTION 15.16 NO REPRESENTATIONS. Landlord and Landlord’s agents have made no warranties,
representations or promises (express or implied) with respect to the Premises, the Building or any
other part of the Property (including, without limitation, the condition, use or suitability of
the Premises, the Building or the Property), except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise except as expressly set
forth in the provisions of this Lease.




SECTION 15.17 PARKING. If the Property includes a Garage, there shall be an Exhibit F
attached hereto, which shall set forth the agreements between Landlord and Tenant relating to
parking. Tenant shall only permit parking by its employees, customers and agents of automobiles in
appropriate designated parking areas.




SECTION 15.18 ATTORNEYS’ FEES. In the event of any legal action or proceeding brought by either
party against the other arising out of this Lease, the prevailing party shall be entitled to
recover reasonable attorneys’ fees and costs incurred in such action (including, without
limitation, all costs of appeal) and such amount shall be included in any judgment rendered in
such proceeding.




SECTION 15.19 NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of light, air or view
by any structure which may be erected on the Property or lands adjacent to the Property shall in
no way affect this Lease or impose any liability on Landlord (even if Landlord is the adjacent
land owner).




SECTION 15.20 RELOCATION. Intentionally omitted.




SECTION 15.21 SURVIVAL OF INDEMNITIES. Each indemnity agreement and hold harmless agreement
contained herein shall survive the expiration or termination of this Lease.




SECTION 15.22 CALCULATION OF CHARGES. Landlord and Tenant agree that each provision of this Lease
for determining charges, amounts and additional rent payments by Tenant (including without
limitation, Article 2 of this Lease) is commercially reasonable, and as to each such charge or
amount, constitutes a “method by which the charge is to be computed” for purposes of Section
93.012 (Assessment of Charges) of the Texas Property Code, as such section now exists or as it
may be hereafter amended or succeeded.




SECTION 15.23 ANTI-TERRORISM REPRESENTATIONS. Tenant and Landlord are not, and shall not during
the Term become, a person or entity with whom the other party is restricted from doing business
under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the “USA
Patriot Act”) and Executive Order Number 13224 on Terrorism Financing, effective September 24,
2001 and regulations promulgated pursuant thereto (collectively, “Anti-Terrorism Laws”),
including without limitation persons and entities named on the Office of Foreign Asset Control
Specially Designated Nationals and Blocked Persons List (collectively, “Prohibited Persons”). To
the best of its knowledge, Tenant is not currently engaged in any transactions or dealings, or
otherwise associated with, any Prohibited Persons in connection with the use or occupancy of the
Premises. Tenant will not in the future during the Term engage in any transactions or dealings,
or be otherwise associated with, any Prohibited Persons in connection with the use or occupancy
of the Premises. To the best of its knowledge, Landlord is not currently engaged in any
transactions or dealings, or otherwise associated with, any Prohibited Persons in connection with
the use or occupancy of the Premises. Landlord will not in the future during the Term engage in
any transactions or dealings, or be otherwise associated with, any Prohibited Persons in
connection with the use or occupancy of the Premises.




SECTION 15.24 FINANCIAL STATEMENTS. Tenant, within fifteen (15) days after written request (but
not more than twice in any 12 month period), shall provide Landlord with a current financial
statement and such other information as Landlord may reasonably request in order to create a
“business profile” of Tenant and determine Tenant’s ability to fulfill its obligations under this
Lease. Landlord, however, shall not require Tenant to provide such information unless Landlord
requires the information in connection with a proposed financing or sale of the Building. Upon
written request by Tenant, Landlord shall enter into a commercially reasonable confidentiality
agreement covering any non-public information that is disclosed by Tenant.




SECTION 15.25 BUILDING ACCESS CARDS. Landlord shall provide Tenant with 215 Building access cards
at no additional charge in connection with Tenant’s lease of the initial Premises. Additionally,
Landlord shall provide Tenant upon Tenant’s request, at Landlord’s then current cost therefor, an
additional number of Building access cards in an amount not to exceed a total of




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one (1) access card for 205 square feet of Agreed Rentable Area of the Premises. In the
event the size of the Premises increases or decreases, the number of access cards available to
Tenant shall proportionately increase or decrease, as applicable, and any additional access cards
in connection with such an increase in the size of the Premises shall be furnished to Tenant at no
additional charge hereunder. However, replacement of any lost access cards shall be subject to
Landlord’s standard charge in effect from time to time therefor.




SECTION 15.26 ENTIRE AGREEMENT. This Lease contains all of the agreements of the parties hereto
with respect to any matter covered or mentioned in this Lease and no prior agreement,
understanding or representation pertaining to any such matter shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in writing signed by
the parties hereto or their respective successors in interest.




     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease, as of the date
first written in this Lease.



	 	 	 	 	 	 	 
	 	 	LANDLORD
	 
	 	 	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,

a New Jersey corporation
	 
	 	 	 	 	 	 
	 	 	By:	 	PM Realty Group,
L.P., a Delaware limited partnership, its duly
authorized agent
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Bernard Deaton
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Bernard Deaton
	 

	 	 	 	Title:
	 	Senior Vice President /Managing director
	 
	 	 	 	 	 	 
	 	 	TENANT
	 
	 	 	 	 	 	 
	 	 	T-NETIX, INC., a Delaware corporation
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Wayne A. Johnson
	 	 	 	 	 
	 	 	Name:	 	Wayne A. Johnson
	 	 	Title:	 	Vice President
	PRUDENTIAL OFFICE LEASE 2003
	 	 	 	 	 	 







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EXHIBIT A




FLOOR PLAN FOR THE PREMISES




     This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, as
Landlord, and T-NETIX, INC., a Delaware corporation, as Tenant.








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EXHIBIT B




LAND LEGAL DESCRIPTION




     This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, as Landlord, and
T-NETIX, INC., a Delaware corporation, as Tenant.


BEING a tract of land out of the Josiah Pancoast Survey, Abstract 1146, Dallas County, Texas and
being all of Lot 1, and a 60-foot Fire Lane, Access and Utility Easement “Wellington Square” as
recorded in Volume 79220, Page 2210, Plat Records Dallas County, Texas, and being all of Lot 4
“Wellington Square” as recorded in Volume 79206, Page 0350, Plat Records, Dallas County, Texas,
and being more particularly described as follows:



BEGINNING at a point in the west line of Dallas Parkway (120 feet wide) said point being the
southeast corner of said 60-foot Fire Lane, Access and Utility Easement;



THENCE S 71 degrees 54'52" W, departing said west line, a distance of 70.12 feet to the point of
tangency of a circular curve to the right having a radius of 200.0 feet, whose chord bears S 80
degrees 18'06” W, a distance of 58.34 feet;



THENCE Southwesterly, along said curve thru a central angle of 16 degrees 46'27" an arc distance of
58.55 feet to its point of tangency;



THENCE S
88 degrees 41'19" W, a distance of 364.22 feet to
a point for a corner;



THENCE S 1 degree 18'41" E, a distance
of 292.0 feet to a point for a corner;



THENCE S 88 degrees 41'19" W, a distance of 512.81 feet to a point for a
corner,



THENCE N 17 degrees 01'00" W, a distance of 490.53
feet to a point for a corner;



THENCE N 88 degrees 41'19" E, a distance of 645.59 feet to a point for a corner,



THENCE S 1 degree 18'41" E, a distance of 120.22 feet to a point for
a corner;



THENCE N 88 degrees 41'19" E, a distance of 364.22 feet to the point of tangency of a circular
curve to the left having a radius of 140.0 feet, whose chord bears N 80 degrees 18'06" E, a
distance of 40.84 feet;



THENCE Northeasterly, along said curve through a central angle of 16 degrees 46'27" an arc
distance of 40.99 feet to its point of tangency;



THENCE N 71 degrees 54'52" E, a distance of 70.12 feet to a point for a corner in the said west
line of Dallas Parkway;



THENCE S 18 degrees 05'08" E, along said west line, a distance of 60.0 feet to the POINT OF
BEGINNING AND CONTAINING 302,554 square feet or 6.946 acres of land more or less.




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EXHIBIT C




[Intentionally Omitted]




 



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EXHIBIT D




WORK LETTER

PLANS TO BE AGREED UPON/FINISH ALLOWANCE




     This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:




	1.	 	Plans.




1.1 Space Plan. Landlord’s designated space planner, at Tenant’s expense, shall within
five (5) business days after full execution of
this Lease, prepare and deliver to Tenant a space plan for the Premises based on the information
received by Tenant as of the date of
execution of this Lease, showing, regardless of the quantities of such items, the location of all
partitions and doors and the lay-out of
the Premises. Tenant will at all times cooperate with Landlord’s space planner, furnishing all
reasonable information and material
concerning Tenant’s organization, staffing, growth expectations, physical facility needs
(including, without limitation, needs arising by
reason of the Disability Acts), equipment, inventory, etc., necessary for the space planner to
efficiently and expeditiously arrive at an
acceptable lay-out of the Premises. Tenant will approve or disapprove in writing the space plan
within five (5) business days after
receipt from Landlord and if disapproved, Tenant shall provide Landlord and Landlord’s space
planner with specific reasons for
disapproval. If Tenant fails to approve or disapprove the space plan on or before the end of such
five (5) business day period, Tenant
shall be deemed to have approved the last submitted space plan. The foregoing process shall be
repeated until Tenant has approved
(which shall include deemed approval) the space plan (such space plan, when approved by Landlord
and Tenant, is herein referred to
as the “Space Plan”). If the space plan is not approved in writing by both Landlord and Tenant by
November 30, 2004, then each day
after November 30, 2004 that the space plan is not approved by Tenant shall constitute one (1) day
of Tenant Delay (hereinafter
defined). Landlord shall promptly and expeditiously administer the transfer of plans and
communications in connection with the Space Plan approval process.



1.2 Compliance With Disability Acts. Tenant shall promptly provide Landlord and Landlord’s space planner and/or architect as
applicable, with all information needed to cause the construction of Tenant’s Improvements to be
completed such that Tenant, the Premises and Tenant’s Improvements (as constructed) will be in compliance with the Disability Acts.
TENANT SHALL BE RESPONSIBLE FOR AND SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD FROM AND AGAINST ANY
AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION REASONABLE
ATTORNEYS’ FEES AND EXPENSES) INCURRED BY OR ASSERTED AGAINST LANDLORD BY REASON OF OR IN
CONNECTION WITH ANY VIOLATION OF THE DISABILITY ACTS ARISING FROM OR OUT OF (x) information or
design and space plans furnished to Landlord by Tenant (or the lack of complete and accurate
information so furnished) concerning Tenant’s Improvements, (y) Tenant’s employer-employee obligations, or (z) after the Commencement
Date, violations by Tenant and/or Tenant’s Improvements or the Premises not being in compliance with the Disability Acts as
the result of changes in regulations or law or interpretations thereof not in effect on the Commencement Date. The foregoing indemnity
shall not include any claims, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of the
negligence or gross negligence of Landlord or Landlord’s employees, agents or contractors. Without limiting the foregoing, if
Landlord constructs Tenant’s Improvements based on any special requirements or improvements required by Tenant, or upon
information furnished by Tenant that later proves to be inaccurate or incomplete resulting in any violation of the Disability Acts,
Tenant shall be solely liable to correct such violations and to bring the improvements into compliance with the Disability Acts as promptly
as is practicable.



1.3 Construction Plans. Upon approval of the Space Plan by Landlord and Tenant,
Landlord’s space planner and engineer, at
Tenant’s expense, will prepare construction plans (such construction plans, when approved, and all
changes and amendments thereto
agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all
of Tenant’s improvements requested
pursuant to the Space Plan (all improvements required by the Construction Plans are herein called
“Tenant’s Improvements”),
including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone
outlets, electrical switches and outlets
and Building standard heating, ventilation and air conditioning equipment and controls. Within
five (5) business days after
construction plans are delivered to Tenant, Tenant shall approve (which approval shall not be
unreasonably withheld) or disapprove
same in writing and if disapproved, Tenant shall provide Landlord and Landlord’s space planner and
engineer specific reasons for
disapproval. The foregoing process shall continue until the construction plans are approved by
Tenant; provided that if Tenant fails to
respond in any five (5) business day period, Tenant shall be deemed to have approved the last
submitted construction plans. If the
construction plans are not approved in writing by both Tenant and Landlord on or before December
31, 2004 for any reason
whatsoever, then each day after December 31, 2004 that the construction plans are not approved by
Tenant shall constitute one (1) day
of Tenant Delay. In addition, if the construction plans are not approved in writing by Landlord
and Tenant on or before March 31,
2005 for any reason, Landlord may, at its sole option, terminate the Lease and this Exhibit,
whereupon Landlord shall have no further
liability or obligation thereunder or hereunder.



1.4 Changes to Approved Plans. If any re-drawing or re-drafting of either the Space Plan
or the Construction Plans is necessitated
by Tenant’s requested changes (all of which shall be subject to reasonable approval by Landlord
and, if applicable, the Texas
Department of Licensing & Regulation and any other governmental agency or authority to which the
plans and specifications are
required to be submitted), the expense of any such re-drawing or re-drafting required in
connection therewith and the expense of any
work and improvements necessitated by such re-drawing or re-drafting will be charged to Tenant.



1.5 Coordination of Planners and Designers. If Tenant shall arrange for interior design services, whether with Landlord’s space
planner or any other planner or designer, it shall be Tenant’s responsibility to cause necessary
coordination of its agents’ efforts with
Landlord’s agents to ensure that no delays are caused to either the planning or construction of
the Tenant’s Improvements.



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	2.	 	 Construction and Costs of Tenant’s Improvements.






	2.1	 	Construction Obligation and Finish Allowance.






	 	(a)	 	Landlord agrees to construct Tenant’s Improvements, at Tenant’s cost and expense;
provided, however, provided Tenant is not in default, Landlord shall provide Tenant with
an allowance of up to $30.00 per square foot of Agreed Rentable Area in the Premises
(the “Finish Allowance”), which allowance shall be disbursed by Landlord, from time to
time, for payment of (in the following priority) (i) the contract sum required to be
paid to the general contractor engaged to construct Tenant’s Improvements, which
contract sum shall include without limitation, the costs of any and all payment and
performance bonds required by Landlord in connection with the construction of Tenant’s
Improvements, any “step up” electrical transformers which are necessary to provide any
electrical service required by Tenant which exceeds the existing Building riser
capacity, and any other costs incurred by such general contractor to comply with the
construction requirements applicable to the Building (the “Contract Sum”), (ii) the fees
of the preparer of the Space Plan and the Construction Plans, (iii) up to $0.50 per
rentable square foot of Agreed Rentable Area in the Premises for Tenant’s signage as
provided in Rider 6 to this Lease; (iv) up to $1.25 per square foot of Agreed Rentable
Area in the Premises for purchase and installation of Tenant’s data and
telecommunications cabling; (v) up to $6.00 per square foot of Agreed Rentable Area in
the Premises for Tenant’s moving costs, equipment, appliances and furnishings (exclusive
of data and telecommunications cabling); and (vi) the fees and expenses of Tenant’s
construction manager, if any, as hereinafter provided (the foregoing costs are
collectively referred to as the “Permitted Costs”). Landlord shall not charge any
construction management fee to Tenant in connection with Landlord’s construction of the
Tenant’s Improvements. In the event Tenant elects to hire its own construction manager,
then (A) Tenant must do so prior to the commencement of the bidding process set forth in
Section 2.2 below, (B) the construction manager selected shall be subject to Landlord’s
reasonable approval, and (C) all fees and expenses of such construction manager shall be
paid by Tenant, provided Tenant may use up to five percent (5%) of the Finish Allowance
(i.e., up to $1.50 per square foot of Agreed Rentable Area in the Premises) to pay such
fees and expenses of its construction manager. Landlord shall not be required to
disburse any of the amounts set forth in (iii) through (vi) above unless Tenant provides
receipts and proof of delivery and/or installation of the item (if applicable) along
with its request for disbursement of the portion of the Finish Allowance allocable
thereto. Further, any disbursements of the Finish Allowance directly to Tenant for the
amounts set forth in (iii) through (vi) above shall not be made until the Commencement
Date has occurred and Tenant is in occupancy of the Premises for the purpose of
conducting its business therein. In the event any Finish Allowance remains unexpended
after payment of the Permitted Costs, such excess shall be the sole property of
Landlord. Space planning and MEP engineering costs shall be charged as set forth in the
attached memo dated October 26, 2004 from The idGROUP; provided that Tenant acknowledges
and agrees that the costs set forth on the attached memo are estimates only (based on
information provided by Tenant regarding Tenant’s intended improvements) and the unit
price per square foot is based on a limited number of revisions by Tenant.






	 	(b)	 	Title to any equipment, appliances, furnishings or personalty installed in the
Premises and purchased with any portion
of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof
and Tenant shall not remove
any such equipment, appliances, furnishings or personalty from the Premises prior to
the expiration of the initial Term
of the Lease without Landlord’s express, prior written consent. Provided that Tenant is
not in default under the Lease
at the expiration of the initial Term, title to any furniture or furnishings (but not
equipment or appliances) purchased
with any portion of the Finish Allowance shall pass to Tenant, WITHOUT ANY
REPRESENTATIONS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, QUALITY,
CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF THE FURNITURE, ALL OF SUCH
REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND DENIED, and
Tenant shall remove the same from the Premises upon the termination of the Lease.
Dining the Term, the risk of loss
for loss, theft, damage or destruction of the equipment, appliances, furnishings or
personalty installed in the Premises
and purchased with any portion of the Finish Allowance shall be borne by Tenant.






	 	(c)	 	Tenant shall have the right to use, at Tenant’s option, any existing light
fixtures, appliances, doors, mini-blinds, door
frames and hardware, HVAC units, ceiling tiles and ceiling grid currently located in
the Premises at no cost to Tenant
provided that the same comply with all applicable laws.




2.2 Bidding Process. Within three (3) business days after approval of the Construction
Plans by Landlord and Tenant, Landlord
will submit the Construction Plans to at least five (5) contractors, including one (1) contractor
designated by Tenant and approved by
Landlord, in order to obtain a bid proposal to construct Tenant’s Improvements and perform the
work in connection therewith.
Without limiting Landlord’s approval rights regarding the contractor designated by Tenant to
submit a bid, such contractor must (i)
maintain the insurance coverage required by Landlord and (ii) submit its bid to Landlord within
the time period designated by
Landlord for all of the bid proposals. The bid proposals will show the items of work and the cost
of the Tenant’s Improvements
required by the Construction Plans. All bid information will be “open book” with Tenant. Within
two (2) business days after the bid
proposals are due from the contractors, Landlord will furnish Tenant the bid proposals received by
Landlord for the construction of
Tenant’s Improvements and all work and services required to perform the same. Tenant shall have
five (5) business days within which
to review and accept one of the submitted bids. If Tenant has not accepted one of the submitted
bids by 5:00 p.m. on the fifth (5th)
business day, then Tenant shall be deemed to have approved and accepted the lowest qualified
submitted bid. Landlord and Tenant
mast approve (or be deemed to have approved) the Contract Sum for the construction of Tenant’s
Improvements prior to the commencement of construction.



2.3 Excess Costs. If the sum of the Permitted Costs exceeds the Finish Allowance, then Tenant shall pay all such excess costs
(“Excess Costs”).



2.4 Liens Arising from Excess Costs. Tenant agrees to keep the Premises free from any
liens arising out of nonpayment of Excess
Costs. In the event that any such lien is filed and Tenant, within twenty (20) days following
such filing fails to cause same to be



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released of record by payment or posting of a proper bond, Landlord shall have, in addition
to all other remedies provided herein and by law, the right, but not the obligation, to cause the
same to be released. All sums paid by Landlord in connection therewith shall constitute Rent
under the Lease and a demand obligation of Tenant to Landlord and such obligation shall bear
interest at the rate provided for in Section 15.10 of the Supplemental Lease Provisions from the
date of payment by Landlord until the date paid by Tenant.



2.5 Construction Deposit. Tenant shall remit to Landlord an amount (the “Prepayment”)
equal to the projected Excess Costs, if any, within five (5) working days after commencement of
construction by Landlord. On or prior to the Commencement Date, Tenant shall deliver to Landlord
the actual Excess Costs, minus the Prepayment previously paid. Failure by Tenant to timely tender
to Landlord the full Prepayment shall permit Landlord to stop all work until the Prepayment is
received. All sums due Landlord under this Section 2.4 shall be considered Rent under the terms of
the Lease and nonpayment shall constitute a default under the Lease and entitle Landlord to any
and all remedies specified in the Lease.



3. Delays. Delays in the completion of construction of Tenant’s Improvements or in
obtaining a certificate of occupancy, if
required by the applicable governmental authority, caused by Tenant, Tenant’s Contractors
(hereinafter defined) or any person, firm or
corporation employed by Tenant or Tenant’s Contractors shall constitute “Tenant Delays”. Without
limitation of the foregoing, the
following shall constitute Tenant Delays: (a) Tenant’s failure to furnish information in accordance
with this Work Letter or to respond
to any request by Landlord for any approval or information within any time period prescribed, or if
no time period is prescribed, then
within two (2) business days of such request; or (b) Tenant’s request for materials, finishes or
installations that have long lead times
after having first been informed by Landlord that such materials, finishes or installations will
cause a Tenant Delay; or, (c) changes in
any approved Space Plans or Construction Plans requested by Tenant. In the event that Tenant’s
Improvements are not Substantially
Complete by the date which is thirty (30) days prior to the Commencement Date referenced in Item 8
of the Basic Lease Provisions,
then the Commencement Date referenced in Item 8 shall be amended to be the date which is thirty
(30) days after the Adjusted
Substantial Completion Date (hereinafter defined) and the Expiration Date referenced in Item 9 of
the Basic Lease Provisions shall be
adjusted forward by the same number of days as is the Commencement Date, so that the Term of the
Lease will be the Term set forth
in Item 7 of the Basic Lease Provisions; provided however, if the Expiration Date, as so adjusted,
falls on a day other than the last day
of a calendar month, then the Expiration Date shall be extended to the last day of the calendar
month in which it otherwise would have
occurred. The Adjusted Substantial Completion Date shall be the date Tenant’s Improvements are
Substantially Complete, adjusted
backward (i.e., to an earlier date), however, by one day for each day of Tenant Delays, if any.
Except for the Rent abatement and
termination right provided in Section 1.202 of the Lease, the foregoing adjustments in the
Commencement Date and the Expiration
Date shall be Tenant’s sole and exclusive remedy in the event Tenant’s Improvements are not
Substantially Complete by the initial
Commencement Date set forth in Item 8 of the Basic Lease Provisions.



4. Substantial Completion and Punch List. The terms “Substantial Completion” and
“Substantially Complete,” as applicable,
shall mean when Tenant’s Improvements are sufficiently completed in accordance with the
Construction Plans so that Tenant can
reasonably use the Premises for the Permitted Use (as described in Item 12 of the Basic Lease
Provisions) and the Premises has passed
all inspections required for lawful occupancy, as evidenced by issuance of a certificate of
occupancy (which may be a temporary
certificate of occupancy) for the Premises. When Landlord considers Tenant’s Improvements to be
Substantially Complete, Landlord
will notify Tenant and within two (2) business days thereafter, Landlord’s representative and
Tenant’s representative shall conduct a
walk-through of the Premises and identify any necessary touch-up work, repairs and minor
completion items as are necessary for final
completion of Tenant’s Improvements. Neither Landlord’s representative nor Tenant’s representative
shall unreasonably withhold his
agreement on punch list items. Landlord will use reasonable efforts to cause the contractor to
complete all punch list items within
thirty (30) days after agreement thereon. In the event the Tenant’s Improvements do no comply with
all applicable federal, state and
local laws for any reason other than Tenant’s breach of Section 1.2 of this Work Letter on the
Commencement Date, upon receipt of
written notice of such non-compliance, Landlord shall cause such compliance at no additional cost
to Tenant.



5. Tenant’s Contractors. If Tenant should desire to enter the Premises or authorize its
agent to do so prior to the Commencement Date of the Lease, to perform approved work not requested of the Landlord, Landlord
shall permit such entry if:





	 	(a)	 	Tenant shall use only such contractors which Landlord shall approve in its
reasonable discretion and Landlord shall
have approved the plans to be utilized by Tenant, which approval will not be
unreasonably withheld; and






	 	(b)	 	Tenant, its contractors, workmen, mechanics, engineers, space planners or such
others as may enter the Premises
(collectively, “Tenant’s Contractors”), work in harmony with and do not in any way
disturb or interfere with
Landlord’s space planners, architects, engineers, contractors, workmen, mechanics or
other agents or independent
contractors in the performance of their work (collectively, “Landlord’s Contractors”),
it being understood and agreed
that if entry of Tenant or Tenant’s Contractors would cause, has caused or is causing a
material disturbance to
Landlord or Landlord’s Contractors, then Landlord may, with notice, refuse admittance
to Tenant or Tenant’s
Contractors causing such disturbance; and






	 	(c)	 	Tenant (notwithstanding the first sentence of subsection 7.201 of the
Supplemental Lease Provisions), Tenant’s
Contractors and other agents shall provide Landlord sufficient evidence that each is
covered under such Worker’s
Compensation, public liability and property damage insurance as Landlord may reasonably
request for its protection.




Landlord shall not be liable for any injury, loss or damage to any of Tenant’s installations or
decorations made prior to the Commencement Date and not installed by Landlord. In connection with
such entry by Tenant or Tenant’s Contractors prior to the Commencement Date, Tenant shall
indemnify and hold harmless Landlord and Landlord’s Contractors from and against any and all
costs, expenses, claims, liabilities and causes of action arising out of or in connection with
work performed in the Premises by or on behalf of Tenant (but excluding work performed by Landlord
or Landlord’s Contractors). Landlord is not responsible for the function and maintenance of
Tenant’s Improvements which are different than Landlord’s standard improvements at the Property or
improvements, equipment, cabinets or fixtures not installed by Landlord. Such entry by Tenant and
Tenant’s Contractors pursuant to this Section 5 shall be deemed to be under all of the terms,
covenants, provisions and conditions of the Lease except the covenant to pay Rent.




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6. Landlord’s Additional Work. In addition to the Tenant’s Improvements, Landlord shall, at
it sole cost and expense (and not
as part of the Finish Allowance), perform the modifications to the 6th floor restrooms and elevator
lobby areas required for such
restrooms and elevator lobbies to meet the accessibility requirements set forth in the Disability
Acts. Landlord shall perform such
modifications during the construction of the Tenant’s Improvements. However, Landlord shall not be
responsible for the cost of any
cosmetic modifications or alterations in such restrooms or elevator lobbies in excess of Building
standard improvements. If Tenant
desires an above Building standard cosmetic appearance for the restrooms and/or elevator lobbies
(subject to Landlord’s reasonable
approval), Tenant shall be responsible for the excess costs associated with such above Building
standard improvements, which costs
may be paid out of the Finish Allowance, if any remains after payment of the Permitted Costs.



7. Construction Representatives. Landlord’s and Tenant’s representatives for coordination
of construction and approval of
change orders will be as follows, provided that either party may change its representative upon
written notice to the other:




	 	 	 	 	 
	LANDLORD’S REPRESENTATIVE:
	 
	 	 	 	 
	 

	 	NAME
	 	Kerry Burden
	 

	 	ADDRESS
	 	8111 LBJ Freeway, Suite 680
	 

	 	 	 	Dallas, Texas 75251
	 

	 	PHONE
	 	(972) 680-0106
	 
	 	 	 	 
	TENANT’S REPRESENTATIVE:
	 
	 	 	 	 
	 

	 	NAME
	 	Bob Rae
	 

	 	ADDRESS
	 	8201 Tristar Drive
	 

	 	 	 	Irving, Texas 75063
	 

	 	PHONE
	 	(972)953-4285





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	 	 	 	Job#: 62-
	 

	 	 	 	Re: Evercom/T-NETIX
	 

	 	 	 	Date: October 26, 2004
	 

	 	 	 	Building Name: The Princeton
	 
	 	 	 	 
	To:

	 	DMC Properties	 	 
	 

	 	Dave Besserer	 	 
	 

	 	17120 N. Dallas Pkwy., Ste. 235
	 	Suite:
	 

	 	Dallas, TX 75248
	 	USF:
	 

	 	 	 	RSF: approx. 51,000






	 	 	 	 	 	 	 	 	 
	Work Authorized	 	Unit
Price             	 	Cost	 
	Basic Services:
	 	 	 	 	 	 	 	 
	 
	Programming
	 	.04/sf	 	$	2,040.00	 
	Original
Space Planning (including one revision)
	 	.08/sf	 	$	4,080.00	 
	Revised Spae Planning
	 	.04/sf	 	$	2,040.00	 
	Design Development/ Finsih Selection
	 	.08/Sf	 	$	4,080.00	 
	Construction
Documents — not including TAS fee
	 	.32/sf	 	$	16,320.00	 
	Above Std Details/Elevations (including restrooms)
	 	hourly (estimate)	 	$	6,500.00	 
	 
	 	 	 	 	 	 	 	 
	MEP fees (standard office area)
	 	.35/sf	 	$	17,850.00	 
	 
	 	 	 	 	 	 	 	 
	Sub total
	 	1.04/sf	 	$	52,910.00	 
	 
	 	 	 	 	 	 	 	 
	Optional or Revision Services:
	 	 	 	 	 	 	 	 
	The following items will involve
above-standard design and co-ordination by The
idGROUP and/or the MEP engineer. The fees for these items will be directly
related to how involved the client wants or needs us to be. A firm fee
will be provided before any work is performed.
	 
	 	 	 	 	 	 	 	 
	Design fees
for NOC/Call Center
	 	 	 	 	 	 	 	 
	AV design coordination
	 	 	 	 	 	 	 	 
	Furniture selection/specification/coordination
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Construction
Administration (8hrs/wk for 6 weeks)
	 	$65/hour- hourly	 	$3,120.00 estimate
	 
	 	 	 	 	 	 	 	 
	Authorized Cost Estimate:
	 	 	 	 	 	 	 	 
	Reimbursable Estimate (including TAS fee):
	 	 	 	 	 	    $ 	5,000.00	 
	 
	 	 	 	 	 	 	 	 
	Total Authorized Cost Estimate:
	 	 	 	 	 	 	 	 






Remarks:




Submitted By: Teri Johnson



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EXHIBIT E




ACCEPTANCE OF PREMISES MEMORANDUM




        This Acceptance of Premises Memorandum is being executed pursuant to that certain
Lease Agreement (the “Lease”) between The Prudential Insurance Company of America, a New Jersey
corporation (“Landlord”), and T-NET1X, INC., a Delaware corporation (“Tenant”), pursuant to
which Landlord leased to Tenant and Tenant leased from Landlord certain space in the office
building located at 14651 Dallas Parkway, in Dallas, Texas (the “Building”). Landlord and
Tenant hereby agree that:




	1.	 	Except for the Punch List Items (as shown on the attached Punch List) and latent defects
reported to Landlord within one (1)
year of the Commencement Date, Landlord has fully completed the construction work required
under the terms of the Lease and the Work Letter attached thereto.
	 
	2.	 	The Premises are tenantable, Landlord has no further obligation for construction (except with
respect to Punch List Items) and
Tenant acknowledges that the Building, the Premises and Tenant’s Improvements are satisfactory
in all respects, except for the
Punch List Items and are suitable for the Permitted Use.
	 
	3.	 	The Commencement Date of the Lease is                                                              ,                     . If the date set forth in Item 8 of the Basic Lease Provisions
is different than the date set forth in the preceding sentence, then Item 8 of the Basic Lease
Provisions is hereby amended to be the Commencement Date set forth in the preceding sentence.
	 
	4.	 	The Expiration Date of the Lease is                                                              ,                     . If the date set forth in Item 9 of the
Basic Lease Provisions is different than the date set forth in the preceding sentence, then Item 9 of the Basic Lease
Provisions is hereby amended to be the Expiration Date set forth in the preceding sentence.
	 
	5.	 	Tenant acknowledges receipt of the current Rules and Regulations for the Building as set forth
in Exhibit G to the Lease.

	 
	6.	 	Tenant represents to Landlord that Tenant has received a final Certificate of Occupancy covering
the Premises.
	 
	7.	 	Tenant’s telephone number at the Premises is                                         . Tenant’s facsimile number at the Premises is                                        .
	 
	8.	 	All capitalized terms not defined herein shall have the meaning assigned to them in the Lease.
	 
	9.	 	Tenant and each person signing this Acceptance of Premises Memorandum on behalf of Tenant
represents to Landlord that (i)
Tenant has the full right and authority to enter into this Acceptance of Premises Memorandum,
and (ii) each person signing on
behalf of Tenant was and continues to be authorized to do so. Landlord represents to Tenant
that (i) Landlord has the full right
and authority to enter into this Acceptance of Premises Memorandum, and (ii) each person
signing on behalf of Landlord was and continues to be authorized to do so.





Agreed and Executed this
               
      day of         
               
               
  ,             
        .




	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,	 	 
	 	 	a New Jersey corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	PM Realty Group, L.P., a Delaware limited partnership, its duly authorized agent
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	T-NETIX, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 





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EXHIBIT F




GARAGE PARKING AGREEMENT

RESERVED AND NON-RESERVED PARKING SPACES




        This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:




	1.	 	Parking Spaces. So long as the Lease remains in effect and the Premises are the
initial Premises, Tenant shall rent on (i) a
reserved basis fifteen (15) designated parking spaces on the first level of the Garage during
the Term of this Lease and (ii) an
unreserved first-come, first-served basis one (1) parking space per 250 square feet of Agreed
Rentable Area in the Premises in,
or on the roof of, the Garage and/or in the surface lots around the Building during the Term
of this Lease. If the size of the
Premises increases or decreases during the Term of this Lease, the number of unreserved
parking spaces rented by Tenant shall
increase or decrease such that Tenant shall lease one (1) unreserved parking space for each
250 square feet of Agreed Rentable
Area in the Premises. If the size of the Premises decreases, the number of reserved parking
spaces which Tenant is entitled to
rent shall decrease proportionately with the decrease in size of the Premises; however, if the
size of the Premises increases,
Tenant shall not have the right to rent an increased number of reserved parking spaces.
	 
	 	 	In addition to the parking spaces specified in the foregoing paragraph, during the initial
Term Tenant may, upon thirty (30) days prior written notice to Landlord, rent up to one (1)
additional unreserved parking space in or on the roof of the Garage and/or in the surface lots
around the Building for each 1,000 square feet of Agreed Rentable Area in the Premises (the
“Additional Spaces”), to the extent such parking spaces are available, which determination
shall be made in Landlord’s sole reasonable determination. Landlord shall have the right to
terminate Tenant’s lease of any or all of the Additional Spaces as of the first day of any
calendar month during the Term by giving sixty (60) days prior written notice thereof.
	 
	2.	 	Parking Rental. The rent for the foregoing parking spaces (including the Additional
Spaces) during the initial Term shall be
$0.00 per space. Thereafter, the rent for such parking spaces shall be the rate determined in
accordance with the Rider 1 to the
Lease, plus applicable sales tax. All payments of rent for parking spaces shall be made (i) at
the same time as Basic Monthly
Rent is due under the Lease and (ii) to Landlord or to such persons (for example but without
limitation, the manager of the
Garage) as Landlord may direct from time to time.
	 
	3.	 	Lost Parking Cards. There will be a replacement charge payable by Tenant equal to the
amount posted from time to time by
Landlord for loss of any magnetic parking card or parking sticker issued by Landlord.
	 
	4.	 	Validation. Tenant may validate visitor parking, by such method or methods as
Landlord or the Garage operator may approve,
at the validation rate from time to time generally applicable to visitor parking. Landlord
expressly reserves the right to
redesignate parking areas and to modify the parking structure for other uses or to any extent;
provided that such modifications
shall not reduce Tenant’s rights under this Exhibit F.
	 
	5.	 	Parking Stickers and Cards. Parking stickers or any other device or form of
identification supplied by Landlord shall remain
the property of Landlord and shall not be transferable.
	 
	6.	 	Damage to or Condemnation of Garage. If Landlord fails or is unable to provide any
parking space to Tenant in the Garage
because of damage or condemnation, such failure or inability shall never be deemed to be a
default by Landlord as to permit
Tenant to terminate the Lease, either in whole or in part, but Tenant’s obligation to pay rent
for any such parking space which is
not provided by Landlord shall be abated for so long as Tenant does not have the use of such
parking space and such abatement
shall constitute full settlement of all claims that Tenant might otherwise have against
Landlord by reason of such failure or
inability to provide Tenant with such parking space. In the event of a casualty affecting the
Garage, provided the Lease is not
terminated pursuant to Article 7 of the Lease, Landlord shall use commercially reasonable
efforts to restore the Garage as soon
as reasonably practicable.
	 
	7.	 	Rules and Regulations. A condition of any parking shall be compliance by the parker
with Garage rules and regulations,
including any sticker or other identification system established by Landlord. Garage managers
or attendants are not authorized
to make or allow any exceptions to these Rules and Regulations. The following rules and
regulations are in effect until notice
is given to Tenant of any change. Landlord reserves the right to modify and/or adopt such
other reasonable and generally
applicable rules and regulations for the Garage as it deems necessary for the operation of the
Garage; provided that such
modifications or new rules shall not reduce the number of parking spaces available to Tenant
under this Exhibit.






	 	(a)	 	Cars must be parked entirely within the stall lines painted on the floor.
	 
	 	(b)	 	All directional signs and arrows must be observed.
	 
	 	(c)	 	The speed limit shall be five (5) miles per hour.
	 
	 	(d)	 	Parking is prohibited in areas not striped for parking, aisles, areas where “no
parking” signs are posted, in cross
hatched areas and in such other areas as may be designated by Landlord or Landlord’s
agent(s) including, but not
limited to, areas designated as “Visitor Parking” or reserved spaces not rented under
this Exhibit F.
	 
	 	(e)	 	Every parker is required to park and lock his own car. All responsibility for
damage to cars or persons or loss of
personal possessions is assumed by the parker.
	 
	 	(f)	 	Spaces which are designated for small, intermediate or full-sized cars shall be so
used. No intermediate or full-size
cars shall be parked in parking spaces limited to compact cars.




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	8.	 	Default. Landlord may refuse to permit any person who violates the rules to park in
the Garage and any violation of the rules shall subject the car to removal at the car owner’s
expense. No such refusal or removal shall create any liability on Landlord or be deemed to
interfere with Tenant’s right to quiet possession of the Premises. If holders of more than fifteen
(15) of Tenant’s parking access cards for unreserved first-come, first served parking spaces are
unable to find a parking space in the Garage for five (5) consecutive business days, then Tenant
shall provide Landlord with a detailed notice specifying the applicable facts. Within thirty (30)
days of receipt of such notice and confirmation of such facts, Landlord shall make commercially
reasonable efforts to locate and provide suitable additional or alternative covered parking to
Tenant for the number of spaces displaced. Landlord shall use its reasonable business judgment in
connection with granting parking rights to tenants in the Building so as to minimize the occasions
that Tenant’s allotted number of parking spaces in the Garage are not available for use by Tenant




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EXHIBITS & RIDERS 1998



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EXHIBIT G




RULES AND REGULATIONS




This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree that the following standards
shall be observed by Tenant for the mutual safety, cleanliness and convenience of all occupants of
the Building, and shall apply, where applicable, to the Premises, the Building, the Garage, the
Land and all appurtenances thereto:



     1. Tenant shall not use the Premises or the Building to sell any items or services at retail
price or cost without written
approval of Landlord. The sale of services for stenography, typewriting, blueprinting,
duplicating, and similar businesses shall not be
conducted from or within the Premises or Building for the service or accommodation of
occupants of the Building without prior
written consent of the Landlord. Tenant shall not conduct any auction on the Premises or store
goods, wares or merchandise on the
Premises, except for Tenant’s own personal use.



     2. Sidewalks,
halls, doorways, vestibules, passageways, stairwells and other similar areas
shall not be obstructed or used
by Tenant for a purpose other than ingress and egress to and from the Premises and Building.



     3. Flammable, explosive or other hazardous liquids and materials shall not be brought on the
Premises or into the Building without prior written notice.



     4. Tenant shall not make any alterations or improvements to the Premises without the written
consent of the Landlord.
All improvements and the methods of installing and constructing such improvements must be
approved in writing by the Landlord
prior to commencement of installation and/or construction. Should Tenant require
telegraphic, telephonic, enunciator or other
communication service, Landlord will direct the electrician where and how wires are to be
introduced and placed, and none shall be
introduced or placed except as Landlord shall direct. All contractors and technicians
performing work for Tenant within the building
shall be referred to Landlord for approval before performing such work.



     5. Movement into or out of the Building of freight, furniture, office-equipment or other
material for dispatch or receipt
by Tenant which requires movement through public corridors or lobbies or entrances to the
Building shall be limited to the use of
service elevators only and shall be done at hours and in a manner approved by Landlord for
such purposes from time to time. Only
licensed commercial movers shall be used for the purpose of moving freight, furniture or
office equipment to and from the Premises
and Building. All hand trucks shall be equipped with rubber tires and rubber side guards.



     6. Requests by Tenant for building services, maintenance or repair shall be made in writing to
the office or the Building Manager.



     7. Tenant shall not change locks or install additional locks on doors without prior written
consent of Landlord. Tenant shall not make or cause to be made duplicates of keys procured from Landlord without prior
approval of Landlord. All keys to the
Premises shall be surrendered to Landlord upon termination of tenancy.



     8. Tenant shall give prompt notice to the office of the Building Manager of any damage to or
defects in plumbing,
electrical fixtures or heating and cooling equipment. Liquids or other materials or substances
which will cause injury to the plumbing,
shall not be put into the lavatories, water closets or other plumbing fixtures by Tenant, its
agents, employees or invitees, and damages
resulting to such fixture or appliances from misuse by Tenant or Tenant’s agents, employees or
invitees, shall be paid by Tenant, and
Landlord shall not in any case be liable therefor.



     9. No food shall be prepared in or distributed from Tenant’s office without prior written
approval of the Building
Manager. Vending machines or dispensing machines of any kind will not be placed in the
Premises by Tenant unless prior written
approval has been obtained from Landlord.



     10. Landlord shall have the power to prescribe the weight and position of safes, filing
cabinets, or other heavy equipment
which may overstress any portion of the floor. Any damage done to the building by the
improper placing of heavy items which
overstress the floor will be repaired at the sole expense of Tenant. Tenant shall notify the
Building Manager when safes or other
heavy equipment are taken in or out of the Building, and the moving shall be done under the
supervision of the Building Manager,
after written permission from Landlord. Persons employed to move such property must be
acceptable to Landlord.



     11. Tenant shall cooperate with Building employees in keeping the Premises neat and clean.
Nothing shall be swept or
thrown into the corridors, halls, elevator shafts or stairways.



     12. Tenant, its employees, or agents, or anyone else who desires to enter the Building after
normal working hours, will be
required to identify themselves and to sign in upon entry and sign out upon leaving, giving
the location during their stay and their time
of arrival and departure. The Building will normally be open for business from 7:00 a.m.
until 6:00 p.m. Mondays through Fridays
and from 7:00 a.m. until 1:00 p.m., except holidays.



     13. Prior written approval, which shall be at Landlord’s sole discretion, must be obtained
for installation of any solar
screen material, window shades, blinds, drapes, awnings, window ventilators, or other similar
equipment and any 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.



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     14. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted
or affixed by Tenant on, about, or
from any part of the Premises or the Building without the prior written consent of the
Landlord. Landlord will provide and maintain a
directory in the building, and no other directory shall be permitted.



     15. Tenant shall not make or permit any improper, objectionable or unpleasant noises or odors
in the Building, nor shall
Tenant permit the operation of any machinery or equipment in the Premises that could in any
way annoy any other Tenant in the
Building, nor shall Tenant otherwise interfere in any way with other Tenants or persons having
business with them.



     16. Smoking of cigarettes, pipes, cigars or other tobacco products is prohibited in the
Building, in any enclosed corridor
on the Property (whether inside or outside of the Building) and in any area within fifty (50)
feet of any Building entrance, parking
garage entrance or entrance to any such corridor. Smoking shall be allowed in any area so
designated by Landlord (designated
smoking area is in the garage) to the extent allowed by applicable law (including without
limitation any ordinance of the Town of Addison).



     17. Corridors doors, when not in use, shall be kept closed.



     18. No portion of the Premises or the Building shall at any time be used or occupied as
sleeping or lodging quarters.



     19. Intentionally omitted.



     20. Tenant agrees to cooperate and assist Landlord in the prevention of canvassing, soliciting
and peddling within the Building.



     21. Animals or birds shall not be kept in or about the Premises or the Building.



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



     23. Landlord reserves the right to rescind any of these rules and regulations and to make such
other further rules and
regulation as in its judgment shall from time to time be needed for the safety, protection,
care and cleanliness of the Building, the
operation thereof, the preservation of good order therein and the protection and comfort of
the Tenants and their agents, employees
and invitees.



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EXHIBITS & RIDERS 1998



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EXHIBIT H




JANITORIAL SPECIFICATIONS




     This Exhibit is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., 3 Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions.



Cleaning services are to be provided five (5) days per week unless otherwise specified. Cleaning
hours are Sunday through Thursday between 6:00 PM and before 7:00 AM, the next day. The cleaning
requirements are as follows:




	I.	 	Office Areas






	 	A.	 	Daily






	 	1.	 	Dust and wipe clean all furniture, fixtures, shelving, cabinets.
However, desks with loose papers on the top will not be cleared.
	 
	 	2.	 	Spot clean all vertical desk surfaces.
	 
	 	3.	 	Ash trays are to be emptied, washed and dried.
	 
	 	4.	 	Hardwood floors will be swept daily.
	 
	 	5.	 	Office wastepaper will be emptied. Liners will be replaced as required.
	 
	 	6.	 	Vacuum all carpet in offices, moving light furniture other than
desks, file cabinets, etc. Remove any spot on carpet, when possible.
	 
	 	7.	 	Dust and spot mop all resilient tile floor areas. All floor edges will be damp
mopped.
	 
	 	8.	 	All telephones will be cleaned and sanitized, if possible.
	 
	 	9.	 	Spot clean all surfaces and columns. All glass partitions will be spot cleaned.
	 
	 	10.	 	Wipe clean all metal door knobs, light switch plates, mirrors,
kick plates, door saddles and directional signs.
	 
	 	11.	 	Vacuum all traffic areas daily.






	 	B.	 	Weekly






	 	1.	 	Dust and clean all paneling, door trim, ornamental work, and
grilles, ventilating louvers, baseboards and
entire doors.
	 
	 	2.	 	Resilient rile floors will be buffed Bi-Monthly.






	 	C.	 	Monthly






	 	1.	 	Complete all high dusting.
	 
	 	2.	 	Dust and wipe clan all air diffusers and ceiling ventilators.






	 	D.	 	Quarterly






	 	1.	 	Scrub and refinish all resilient tile floor areas.






	 	E.	 	Semi-Annually






	 	1.	 	Strip and refinish all resilient floor areas.






	II.	 	RESTROOMS






	 	A.	 	Daily






	 	1.	 	All restroom floors are to be swept and washed with disinfectant.
	 
	 	2.	 	Basins, toilet bowls, and urinals are to be washed and disinfected.
	 
	 	3.	 	Clean and disinfect both sides of every toilet seat.
	 
	 	4.	 	Mirrors, shelves, plumbing work, bright work, and enamel surfaces will be wiped down.




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	 	5.	 	Remove spots, stains, splashes from all wall areas, door frames, light
switches, etc.
	 
	 	6.	 	Waste receptacles will be emptied and cleaned. Soap, toilet paper,
toilet set covers, towel, and sanitary napkin/tampon dispensers will be filled.
	 
	 	7.	 	Tile walls and dividing partitions will be spot cleaned.

	 
	 	8.	 	Dust top of all toilet partitions.






	 	B.	 	Weekly






	 	1.	 	Tile walls and dividing partitions will be washed and disinfected weekly.






	 	C.	 	Monthly






	 	1.	 	Thoroughly scrub floors. Pay special attention to corners and edges, base of walls
and grouting.






	III.	 	COMMON AREAS






	 	A.	 	Daily






	 	1.	 	All hard surface floors are to be swept and/or dust mopped with
dust control treated mops or other effective
tools, and left clean and free of dust (includes cove base and/or carpet caps).
	 
	 	2.	 	Carpets are to be vacuumed, and spot cleaned.
	 
	 	3.	 	Main lobby floors are to be wiped and washed.
	 
	 	4.	 	Spot clean all walls where possible, dust floor to ceiling as needed.
	 
	 	5.	 	Clean entrance glass. Clean entrance doors. Polish thresh plates. (Double doors
in/outside)
	 
	 	6.	 	Clean directory board.
	 
	 	7.	 	Waste receptacles are to be emptied.
	 
	 	8.	 	All water fountains are to be sanitized and polished.
	 
	 	9.	 	Lobby furniture is to be dusted and vacuumed.
	 
	 	10.	 	Remove trash in stairwells.
	 
	 	11.	 	All interior glass is to be spot cleaned.






	 	B.	 	Weekly






	 	1.	 	Dust and clean all paneling, ornamental work, grilles, ventilating
louvers, stairwell banisters, baseboards and entire doors.
	 
	 	2.	 	Resilient tile floors will be buffed Bi-Monthly.
	 
	 	3.	 	Stairwells will be swept and mopped.






	 	C.	 	Monthly






	 	1.	 	Complete all high dusting
	 
	 	2.	 	Dust and wipe clean all air diffusers and ceiling ventilators.






	 	D.	 	Quarterly






	 	1.	 	Scrub and refinish all resilient tile floor areas.






	 	E.	 	Semi-Annaually






	 	1.	 	Strip and refinish all resilient floor areas.






	IV.	 	ELEVATORS






	 	A.	 	Daily






	 	1.	 	Clean and vacuum floors.




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	 	2.	 	Clean walls.
	 
	 	3.	 	Clean ceilings.
	 
	 	4.	 	Clean doors and scrub tracks.






	 	B.	 	Weekly






	 	1.	 	Polish cab walls, control panel, and door.
	 
	 	2.	 	Clean and polish cab walls, control panels, and door of garage elevator cabs.






	 	C.	 	Monthly






	 	1.	 	Thoroughly scrub floors of the garage elevator cabs. Pay special attention to corners and
edges.






	 	D.	 	Semi-Annually






	 	1.	 	Strip and finish resilient floor in the garage elevator cabs.





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RIDER 1




RENEWAL OPTION




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:




	1.	 	If, and only if, on the Expiration Date and the date Tenant notifies Landlord of its
intention to renew the Term of this Lease (as provided below), (i) Tenant is not then in
default under this Lease, (ii) Tenant then occupies and the Premises then consist of at least
51,283 square feet of Agreed Rentable Area and (iii) this Lease is in full force and effect,
then Tenant, but not any assignee (other than an Affiliate, as defined in Rider 5) or
subtenant of Tenant, shall have and may exercise an option to renew this Lease for two (2)
additional terms of three (3) years each (each, a “Renewal Term”) upon the same terms and
conditions contained in this Lease with the exceptions that (x) this Lease shall not be
further available for renewal after the expiration of the second Renewal Term, and (y) the
rental (including parking rent, Additional Rent and Basic Annual Rent) for each Renewal Term
shall be the “Renewal Rental Rate”. The “Renewal Rental Rate” is hereby defined to mean the
then prevailing rents (including, without limitation, those similar to the Basic Annual Rent
and Additional Rent) payable by renewal and new tenants having a credit standing substantially
similar to that of Tenant, for properties of equivalent quality, size, utility and location as
the Premises, including any additions thereto, located within the area described below and
leased for a term approximately equal to the applicable Renewal Term and with a base year for
purposes of determining Additional Rent being calendar year in which the Renewal Term
commences. The Renewal Rental Rate will take into consideration the tenant inducements
offered in the transactions considered by Landlord in determining the Renewal Rental Rate, and
Tenant shall be entitled to receive such inducements and Tenant’s base year shall be adjusted
to the calendar year in which the Renewal Term commences. The parking rent payable by Tenant
shall also be determined in connection with the determination of the Renewal Rental Rate.
	 
	2.	 	If Tenant desires to renew this Lease, Tenant must notify Landlord in writing of its
intention to renew on or before the date which is at least six (6) months but no more than
twelve (12) months prior to the Expiration Date (or expiration date of the first Renewal Term,
as applicable). Landlord shall, within the next thirty (30) days, notify Tenant in writing
of Landlord’s determination of the Renewal Rental Rate and Tenant shall, within the next
twenty (20) days following receipt of Landlord’s determination of the Renewal Rental Rate,
notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of
the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of
Landlord’s determination of the Renewal Rental Rate, this Lease shall be extended as provided
herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the
extension of the Term and changes in Rent in accordance with this Rider; but an otherwise
valid exercise of the renewal option shall be fully effective whether or not such amendment is
executed. If Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of
Landlord’s determination of the Renewal Rental Rate within such twenty (20) day period, this
Lease shall end on the Expiration Date (or expiration date of the first Renewal Term, as
applicable) and Landlord shall have no further obligations or liability under this Rider. If
Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination
of the Renewal Rental Rate, the parties shall work together to agree on the Renewal Rental
Rate and if the parties do not reach an agreement within thirty (30) days after Tenant’s
rejection notice, Tenant, by written notice to Landlord (the “Arbitration Notice”) within ten
(10) days after the expiration of such thirty (30) day period, shall have the right to have
the Renewal Rental Rate determined in accordance with the arbitration procedures described in
paragraph 4 below. If the Renewal Rental Rate has not been determined by the commencement
date of the applicable Renewal Term, Tenant shall pay Rent upon the terms and conditions in
effect during the last month of the immediately preceding Term (or Renewal Term, as
applicable) for the Premises until such time as the Renewal Rental Rate has been determined.
Upon such determination, the Rent for the Premises shall be retroactively adjusted to the
commencement of the applicable Renewal Term. If such adjustment results in an underpayment of
Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30)
days after the determination thereof. If such adjustment results in an overpayment of Rent
by Tenant, Landlord shall credit the overpayment against the next Rent due under the Lease. In
the event an Affiliate assignee of Tenant exercises the Renewal Option set forth herein,
Tenant shall remain liable under the Lease for all of the obligations of the tenant hereunder
during such Renewal Term, whether or not Tenant has consented to or is notified of such
renewal and Landlord shall have no obligation to obtain the consent of Tenant or to notify
Tenant of such renewal.
	 
	3.	 	The market area with respect to which the Renewal Rental Rate will be determined is the
portion of the North Dallas Tollway Corridor in Dallas, Texas which lies within a two-mile
radius of the Building.
	 
	4.	 	If Tenant timely delivers an Arbitration Notice, then:






	 	(i)	 	Landlord and Tenant shall each appoint a real estate broker who is a member of the
Commercial Board of Realtors of Dallas, Texas (who shall not be required to be a
disinterested broker) with at least ten (10) years experience who is familiar with rental
values for properties in the vicinity of the Building. Each party will make the
appointment no later than ten (10) days after Landlord’s receipt of the Arbitration
Notice. The agreement of the two brokers as to the Renewal Rental Rate for the applicable
Renewal Term will be binding upon landlord and Tenant. If the two (2) brokers cannot
agree upon the Renewal Rental Rate within fifteen (15) days following their appointment,
they shall within ten (10) days thereafter agree upon a real estate broker (the
“Independent Broker”) with the qualifications set forth in subparagraph (ii) below.
Immediately thereafter, each of the brokers will submit his best estimate of the Renewal
Rental Rate for the applicable Renewal Term (together with a written report supporting
such estimate) to the Independent Broker and such broker will choose between the two
estimates. The estimate of the Renewal Rental Rate chosen by the Independent Broker as
the closest to the Renewal Rental Rate will be binding upon Landlord and Tenant.
Notification in writing of this estimate shall be made to Landlord and Tenant within
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	 	(ii)	 	If either Tenant or Landlord fails to appoint a broker or fails to notify the other party
of such appointment within five (5) days after receipt of notice that the prescribed time for
appointing the brokers has passed, then the other party’s broker will determine the Renewal
Rental Rate for the Renewal Term which must be reasonable within the context of the market.
The Independent Broker must be a disinterested, reputable, qualified real estate broker who is
a member of the Commercial Board of Realtors of Dallas, Texas with at least ten (10) years
experience who is familiar with rental values from properties in the vicinity of the Building.
	 
	 	(iii)	 	If an Independent Broker must be chosen under the procedure set out above, he will be
chosen on the basis of objectivity and competence, not on the basis of his relationship with
the brokers or the parties to this Lease, and the brokers will be so advised. Although the
brokers will be instructed to attempt in good faith to agree upon the broker, if for any
reason they cannot agree within the prescribed time, either Landlord or Tenant may require
the brokers to immediately submit its top choice for the Independent Broker to the then
highest ranking officer of the Dallas County Bar Association who wilt agree to help and who
has no attorney/client or other significant relationship to either Landlord or Tenant or the
brokers. Such officer will have complete discretion to select the most objective and
competent independent broker from between the choice of each of the brokers, and will do so
within twenty (20) days after such choices are submitted to him.
	 
	 	(iv)	 	Either Landlord or Tenant may notify the broker selected by the other party to demand the
submission of an estimate of the Renewal Rental Rate or a choice of the Independent Broker as
required under the procedure described above; and if the submission of such an estimate or
choice is required but the other party’s broker fails to comply with the demand within ten
(10) days after receipt of such notice, then the Renewal Rental Rate or choice of the
Independent Broker, as the case may be, selected by the other broker (i.e., the notifying
party’s broker) will be binding upon Landlord and Tenant.
	 
	 	(v)	 	Landlord and Tenant shall each bear the expense, if any, of the broker appointed by it, and
the expense of the Independent Broker and of any officer of the Dallas County Bar Association
who participates in the appraisal process described above will be shared equally by Landlord
and Tenant.
	 
	 	(vi)	 	If for any reason the Renewal Rental Rate has not been determined prior to the commencement
of the applicable Renewal Term, then during such Renewal Term until the Renewal Rental Rate
is determined in accordance with the procedure described above, Tenant shall pay Basic Annual
Rent at the rate that is 125% of the rate of Basic Annual Rent which applied prior to such
Renewal Term. Later, when the Renewal Rental Rate for the Renewal Term is determined, an
adjustment will be made between Landlord and Tenant for any overpayment or underpayment of
the Renewal Rental Rate resulting from the operation of this subparagraph. Any underpayment
of the Renewal Rental Rate for the period prior to such determination will be paid with the
installment of Basic Annual Rent next due after such determination, and any overpayment of
the Renewal Rental Rate shall be applied as an offset by Landlord against Tenant’s next
maturing installments of Rent.





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RIDER 2




EXPANSION OPTION

FIFTH FLOOR




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:




	A.	 	Subject to the remaining provisions of this Rider, Tenant shall have the option and right
(the “Expansion Option”) to lease from Landlord all or any portion of the area of the
Building consisting of the entire fifth (5th) floor of the Building and more particularly
described on Schedule A attached hereto (the “Expansion Space”). Tenant shall
exercise the Expansion Option, if at all, by delivering written notice of such exercise (such
notice, the “Notice”), which Notice shall contain a description of the size and location of
the portion of the Expansion Space desired by Tenant (or stating that it desires to expand by
the entire Expansion Space, as the case may be), on or before the date which is six (6)
months following the Commencement Date. If Tenant properly exercises the Expansion Option as
to a portion of the Expansion Space (such portion, the “Initial Expansion Space”), the
configuration of the Initial Expansion Space must not, in Landlord’s reasonable judgment,
cause the adjacent area to be a non-leasable configuration or non-leasable amount of useable
area, and the locations of demising walls, corridors and exit locations in the Initial
Expansion Space must meet all applicable laws, codes and ordinances. Further, if Tenant
exercises the Expansion Option within the six (6) month period stated above with respect to
any Initial Expansion Space, then Tenant shall have the option and right (the “Second
Expansion Option”) to lease an additional portion of the total Expansion Space contiguous to
the Initial Expansion Space, up to the size of the Initial Expansion Space (or the size of
the total remaining Expansion Space, whichever is less) (the “Second Expansion Space”), by
delivering a Notice to Landlord within nine (9) months after the expiration of the initial
six (6) month notice period stated above. The configuration of the Second Expansion Space
must meet the standards stated above for the configuration of the Initial Expansion Space. If
Tenant fails to exercise the Expansion Option or the Second Expansion Option as set forth
herein, then the Expansion Option and/or the Second Expansion Option, as applicable, shall be
of no further force or effect; provided however, Tenant shall have a Right of First Refusal
pursuant to Rider 3 to this Lease with respect to any Expansion Space not leased by
Tenant hereunder. Notwithstanding anything to the contrary set forth herein, in no event
shall Tenant be permitted to exercise the Expansion Option during the continuance of a
default under the Lease.
	 
	B.	 	The applicable Expansion Space shall be leased to Tenant upon all terms and conditions of
this Lease with the following exceptions:






	 	(a)	 	All Expansion Space (or portions thereof) leased by Tenant shall be delivered to Tenant in
“as is” condition.
	 
	 	(b)	 	Basic Annual Rent for the applicable Expansion Space will be equal to the product of
the Agreed Rentable Area per square foot rent applicable to the Premises, as the same is
adjusted from time to time, under Item 3 of the Basic Lease Provisions, multiplied by the
Agreed Rentable Area of the applicable Expansion Space, it being the intent of the parties
that the Basic Annual Rent for the Expansion Space will be the same rate per square foot
as the Basic Annual Rent for the initial Premises at all times during
the initial Term.
	 
	 	(c)	 	Basic Monthly Rent for the applicable Expansion Space will be equal to one-twelfth
(l/12th) of the Basic Annual Rent for the Expansion Space.
	 
	 	(d)	 	Basic Annual Rent and Additional Rent for the applicable Expansion Space shall
commence on the earlier to occur of (i) the date on which the improvements in the
Expansion Space are substantially completed, provided that the initial date determined
under this clause (i) shall be adjusted backward (i.e., to an earlier date) by one (1) day
for each day of Tenant Delays (as such term is defined in the Expansion Space work
letter), (ii) the date that Tenant commences use of the Expansion Space, and (iii) the
date which is ninety (90) days after the date of the Notice applicable to such Expansion
Space.
	 
	 	(e)	 	Tenant’s Pro Rata Share Percentage for the entire Premises shall each be recalculated
based on the rentable area of the Premises following the addition of the applicable
Expansion Space to the Premises.
	 
	 	(f)	 	The dates for submission of the initial space plan and construction plans for the
leasehold improvements to be constructed in the applicable Expansion Space shall be agreed
to by Landlord and Tenant within five (5) days after Tenant elects to lease the applicable
Expansion Space.
	 
	 	(g)	 	Tenant shall be entitled to a finish allowance equal to the product of (i) the per
square foot Finish Allowance provided by Landlord with respect to the initial Premises (as
set forth in Exhibit D to this Lease), multiplied by (ii) the number of square
feet of the applicable Expansion Space, multiplied by (iii) a fraction, the numerator of
which is the number of full calendar months which remain in the initial Term from and
after the date Basic Annual Rent commences with respect to the applicable Expansion Space
and the denominator of which is the number of full calendar months in the initial Term.
	 
	 	(h)	 	Tenant shall have no right to occupy any portion of the Expansion Space and in no
event shall Tenant occupy any Expansion Space prior to (i) Substantial Completion of the
leasehold improvements to be constructed in the applicable Expansion Space, (ii)
issuance of a certificate of completion or other document or permit issued by the
applicable governmental authority authorizing Tenant’s occupancy of the applicable
Expansion Space and (iii) Landlord’s receipt of an Acceptance of Premises Memorandum
executed by Tenant and covering the applicable Expansion Space.






	C.	 	Within fifteen (15) days after Landlord’s receipt of a Notice, Tenant and Landlord will
enter into a work letter substantially in the form of Exhibit D attached to this
Lease, provided that such form shall be amended to (i) set forth appropriate dates, (ii)
amend the finish allowance to be the amount of finish allowance calculated in accordance with
clause (g) of Paragraph B of this Rider and (iii) provide for such other matters as are
necessary to reflect the agreements of the parties with respect to the





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	 	 	finish out of the applicable Expansion Space. Pursuant to the work letter, Landlord shall
construct or cause to be constructed improvements in the Expansion Space in substantial
accordance with construction plans agreed to by Landlord and Tenant.






	D.	 	Upon Substantial Completion of the applicable Expansion Space improvements, Landlord and
Tenant shall execute an Acceptance of Premises Memorandum in
substantially the form of Exhibit E attached to this Lease. If Tenant occupies any Expansion Space without executing the
Acceptance of Premises Memorandum, Tenant shall be deemed to have accepted such Expansion
Space for all purposes.
	 
	E.	 	Within fifteen (15) days after Landlord’s receipt of a Notice, Landlord and Tenant will enter
into an amendment to this Lease reflecting (i) the addition of the applicable Expansion Space
to the Premises, (ii) the increase in Basic Annual Rent and Additional Rent payable under this
Lease, (iii) the increase in Tenant’s Pro Rata Share Percentage and (iv) such other amendments
as are necessary; provided however, an otherwise valid exercise of the Expansion Option or
Second Expansion Option shall be fully effective whether or not such amendment is executed.
	 
	F.	 	The Landlord shall not be liable for the failure to give possession of any Expansion Space by
reason of force majeure as defined in the Lease. Any rent otherwise due by Tenant with respect
to such Expansion Space shall, however, be abated until possession is delivered to Tenant and
such abatement shall constitute full settlement of all claims that Tenant might otherwise have
against Landlord by reason of any failure of Landlord to timely give possession of such
Expansion Space to Tenant during such time period as such force majeure is continuing.
	 
	G.	 	Notwithstanding any other provision or inference herein to the contrary, Tenant’s rights and
Landlord’s obligations under this Rider shall expire and be of no further force or effect on
the earliest of (i) an assignment of this Lease by Tenant other than pursuant to a Permitted
Transfer (as defined in Rider 5), (ii) a sublease of all or any portion of the Premises by
Tenant other than pursuant to a Permitted Transfer, (iii) with respect to the Expansion Option
only, the date which is six (6) months following the Commencement Date, or (iv) with respect
to the Second Expansion Option only, the date which is fifteen (15) months following the
Commencement Date.





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SCHEDULE A TO RIDER 2




EXPANSION SPACE









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RIDER 3




TENANT’S RIGHT OF FIRST REFUSAL

(ALL TERMS, EXCEPT LEASE TERM, BASED ON THIRD PARTY STATEMENT)




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:




	A.	 	If (i) Tenant does not exercise its Expansion Option set forth in Rider 2 of this Lease
within the six (6) month notice period provided therein, or (ii) Tenant exercises its
Expansion Option but does not exercise its Second Expansion Option set forth in Rider 2
within the nine (9) month notice period provided therein, then prior to leasing any of the
Expansion Space (as defined in Rider 2) as to which Tenant’s Expansion Option or Second
Expansion Option, as applicable, has expired (herein called the “Right of First Refusal
Space”) to a prospective tenant that has made a bona fide offer to Landlord that Landlord is
willing accept other than the existing tenant, Landlord shall deliver to Tenant a written
statement (“Statement”) pursuant to which Landlord shall offer to lease to Tenant the
applicable Right of First Refusal Space upon the terms and conditions set forth in the
Statement, with the exception that, except as set forth below, the term of the lease of the
applicable Right of First Refusal Space shall be coterminous with the Term of this Lease. The
Statement shall set forth all relevant business terms regarding the offer. Notwithstanding
the foregoing, if the remaining Term of this Lease as of the date of commencement of Tenant’s
obligation to pay Basic Annual Rent for the Right of First Refusal Space is less than five
(5) years, then the term of the lease of the Right of First Refusal Space shall be extended
to expire on the date which is five (5) years after the date on which Tenant’s Basic Annual
Rent obligation commences for the Right of First Refusal Space. Tenant shall have seven (7)
business days after receipt of the Statement within which to notify Landlord in writing that
it desires to lease the applicable Right of First Refusal Space upon the terms and conditions
set forth in the Statement (with the exception that the term will be determined as set forth
above). Failure by Tenant to notify Landlord within such seven (7) business day period shall
be deemed an election by Tenant not to lease the applicable Right of First Refusal Space and
Landlord shall have the right to lease such space to the prospective tenant upon the terms
and conditions set forth in the Statement. If Landlord enters into such a lease with the
prospective tenant within 180 days after the expiration of such seven (7) business day period
on substantially the terms set forth in the Statement, Tenant shall have no further rights
under this Rider with respect to the Right of First Refusal Space covered by such lease. If
Tenant properly exercises its Right of First Refusal as set forth herein, Landlord and Tenant
will enter into an amendment to this Lease reflecting (i) the addition of the applicable
Right of First Refusal Space to the Premises, (ii) the increase in Basic Annual Rent and
Additional Rent payable under this Lease, (iii) the increase in Tenant’s Pro Rata Share
Percentage, (iv) the extension of the Term of the Right of First Refusal Space, if
applicable, and (v) such other amendments as are necessary; provided however, an otherwise
valid exercise of the Right of First Refusal shall be fully effective whether or not such
amendment is executed. Notwithstanding anything to the contrary set forth herein, Landlord
shall not be obligated to deliver a Statement to Tenant during the existence of a default
(after expiration of all applicable notice and cure periods) by Tenant under the Lease and
Landlord shall be entitled to lease the Right of First Refusal Space to a Prospect without
being subject to the terms set forth in this Rider.
	 
	 	 	Notwithstanding anything to the contrary set forth above, in the event there is less than
three (3) years remaining in the Term of the Lease at the time Basic Annual Rent would
commence under the lease described in the Statement, Tenant’s lease of such Refusal Space set
forth in the Statement shall be for the term described in the Statement and shall not be
coterminous with the Term of the Lease and Tenant shall be entitled to the finish allowance
and concessions set forth in the Statement.
	 
	B.	 	If the term for the Right of First Refusal Space set forth in the Statement is longer than
the remaining Term of the Lease and Tenant leases the Right of First Refusal Space for the
remaining Term of the Lease pursuant to Paragraph A above, then the allowance(s) provided to
Tenant in connection with such Right of First Refusal Space shall equal the allowance(s) set
forth in the Statement, if any, multiplied by a fraction, the numerator of which is the number
of full calendar months of the term for the Right of First Refusal Space from and after the
date Basic Annual Rent commences with respect to the Right of First Refusal Space, and the
denominator of which is the number of full calendar months of the term offered in the
Statement.
	 
	C.	 	If the term for the Right of First Refusal Space set forth in the Statement is shorter than
the remaining Term of the Lease and Tenant leases the Right of First Refusal Space for the
remaining Term of the Lease pursuant to Paragraph A above, then Tenant shall be entitled to
the allowance(s) set forth in the Statement, if any; however, the Basic Annual Rent for
Tenant’s lease of the Right of First Refusal Space over the portion of the Term not covered by
the Statement shall be at the net effective rate (i.e., the average rate) of the Basic Rent
payable pursuant to the Statement.
	 
	D.	 	If Tenant leases the Right of First Refusal Space for a term of five (5) years from the
commencement of Tenant’s Basic Rent obligation for the Right of First Refusal Space as
described in Paragraph A above, then:






	 	(i)	 	If such term is longer than the term described in the Statement, the Basic Annual Rent for
the period not covered by
the Statement shall be at the net effective rate of the Basic Annual Rent payable by the
prospective tenant and Tenant shall be entitled to the allowance(s) set forth in the
Statement.
	 
	 	(ii)	 	If such term is shorter than the term described in the Statement, the Basic Annual
Rent for such term shall be at the net effective rate of the Basic Annual Rent described
in the Statement for such period, and the allowance(s) provided to Tenant in connection
with the Right of First Refusal Space shall equal the allowance(s) set forth in the
Statement, if any, multiplied by a fraction, the numerator of which is the number of full
calendar months of the term for the Right of First Refusal Space from and after the date
Basic Annual Rent commences with respect to the Right of First Refusal Space [i.e., sixty
(60)], and the denominator of which is the number of full calendar months of the term
offered in the Statement.





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	E.	 	Notwithstanding any provision or inference in this Rider to the contrary, the Right of First
Refusal shall expire and be of no further force or effect on the earlier of (i) the expiation or
earlier termination of the initial Term of this Lease, (ii) an assignment of this Lease by
Tenant to any party other than pursuant to a Permitted Transfer, or (iii) a sublease of all or
any portion of the Premises by Tenant to any party other than pursuant to a Permitted Transfer.





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RIDER 4




CAP ON CERTAIN OPERATING EXPENSES




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”), Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:



     For the purpose of determining Additional Rent, Operating Expenses (exclusive of the
Non-Capped Operating Expenses, as hereinafter defined) for any calendar year shall not be increased
over the amount of Operating Expenses (exclusive of Non-Capped Operating Expenses) during the
calendar year in which the term of this Lease commences by more than six percent (6%) per year on a
cumulative basis, compounded annually. For example, if Operating Expenses (exclusive of Non-Capped
Operating Expenses) during the calendar year in which the term of this Lease commences were
$100,000, the cap on Operating Expenses (exclusive of Non-Capped Operating Expenses) for the fourth
full calendar year would be $126,247.70 ($100,000 times 1.06 times 1.06 times 1.06 times 1.06). It
is understood and agreed that there shall be no cap on Non-Capped Operating Expenses, which are
hereby defined to mean all Utility Expenses and Insurance Premiums.



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RIDER 6




RIGHT TO SUBLEASE OR ASSIGN TO AFFILIATE




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:



     Notwithstanding the prohibition against assignment and subleasing contained in Section 11.1 of
the Supplemental Lease Provisions, Tenant may, without the prior written consent of Landlord, (i)
sublet the Premises or any part thereof to an Affiliate or assign this Lease to an Affiliate or
permit occupancy of any portion of the Premises by an Affiliate or (ii) assign this Lease to a
successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the
following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is not
in default under this Lease; (2) Tenant shall give Landlord written notice at least fifteen (15)
days prior to the effective date of the proposed Permitted Transfer (provided that, if prohibited
by confidentiality in connection with a proposed purchase, merger, consolidation or reorganization,
then Tenant shall give Landlord written notice within ten (10) days after the effective date of the
proposed purchase, merger, consolidation or reorganization); (3) with respect to a purchase,
merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing
to exist as a separate legal entity, (a) Tenant’s successor shall own all or substantially all of
the assets of Tenant, and (b) Tenant’s successor shall have a net worth which is at least equal to
the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day
prior to the proposed purchase, merger, consolidation or reorganization. Tenant’s notice to
Landlord shall include reasonable information and documentation showing that each of the above
conditions has been satisfied. If Tenant is a partnership, the term “Affiliate” shall mean (i) any
corporation which, directly or indirectly, controls or is controlled by or is under common control
with the general partner of Tenant, (ii) any corporation not less than fifty percent (50%) of whose
outstanding stock shall, at the time be owned directly or indirectly by Tenant’s general partner or
(iii) any partnership or joint venture in which Tenant or the general partner of Tenant is a
general partner or joint venturer (with joint and several liability for all of the partnership’s or
venture’s obligations). If Tenant is a corporation or individual, the term “Affiliate” shall mean
(i) any corporation which, directly or indirectly, controls or is controlled by or is under common
control with Tenant or (ii) any corporation not less than fifty percent (50%) of whose outstanding
stock shall, at the time, be owned directly or indirectly by Tenant or Tenant’s parent corporation.
For purposes of this Rider, “control” shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such corporation, whether
through the ownership of voting securities or by contract or otherwise and ownership of the
liabilities, losses, profits and tax benefits for such entity.



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RIDER 6




EXTERIOR BUILDING SIGNAGE




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:




	A.	 	So long as (i) Tenant’s right to possession of the Premises has not been terminated; (ii)
Tenant is in occupancy of the Premises and the Premises contains at least 51,283 square feet
of Agreed Rentable Area; and (iii) Tenant has not assigned the Lease or sublet any part of the
Premises other than pursuant to a Permitted Transfer, Tenant shall have the right, at Tenant’s
expense (subject to the Finish Allowance [as defined in the Work Letter attached to this Lease
as Exhibit D], as hereinafter provided), to have a corporate identification sign
installed on the highest level of the exterior face of the Building, the exact dimensions and
location of which sign shall be subject to Landlord’s approval (the “Building Sign”); provided
that (w) Tenant obtains all necessary approvals from any governmental authorities having
jurisdiction over Tenant, the Property, or the Building Sign, (x) the Building Sign conforms
to all applicable laws, rules and regulations of any governmental authorities having
jurisdiction over the Building Sign or the Property and all restrictive covenants, if any,
applicable to the Property, (y) the Building Sign conforms to the signage specifications for
the Property, and (z) Tenant obtains Landlord’s written consent to any proposed signage and
lettering prior to its fabrication and installation. Subject to the conditions contained
herein, Landlord shall install such Building Sign, using a contractor selected by Landlord,
provided that Landlord obtains at least two competitive bids for such work and uses reasonable
discretion in its selection. Tenant shall pay all actual costs associated with the Building
Sign, including without limitation, installation expenses, maintenance and repair costs,
utilities and insurance; provided however, Tenant shall be entitled to apply a portion of the
Finish Allowance equal to up to $0.50 per square foot of Agreed Rentable Area in the Premises
toward the costs incurred in connection with the Building Sign, subject to the terms of the
Work Letter. Tenant agrees that, subject to inclusion in Operating Expenses, Landlord shall
have the right, after notice to Tenant, to temporarily remove and replace the Building Sign in
connection with and during the course of any repairs, changes, alterations, modifications,
renovations or additions to the Building. Tenant shall maintain the Building Sign in good
condition throughout the Term.
	 
	B.	 	To obtain Landlord’s consent to the Building Sign, Tenant shall submit design drawings to
Landlord showing the type and sizes of all lettering; the colors, finishes and types of
materials used. Upon expiration or earlier termination of the Lease, Tenant shall, at its
sole cost and expense, remove the Building Sign and repair all damage caused by such removal.
If during the Term (and any extensions thereof) (a) Tenant’s right to possession of the
Premises has not been terminated; or (b) Tenant vacates the Premises for a period of 120 or
more consecutive days; or (c) Tenant assigns the Lease or subleases any part of the Premises
other than pursuant to a Permitted Transfer; or (d) the Premises contains less than 51,283
square feet of Agreed Rentable Area, then Tenant’s rights granted herein with respect to the
Building Sign will terminate and Landlord may remove the Building Sign at Tenant’s sole cost
and expense.





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RIDER 7




GENERATOR RIGHTS




     This Rider is attached to and a part of that certain Lease Agreement executed by and between
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and T-NETIX,
INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein shall
have the meaning assigned to it in the provisions designated in the Lease as the Supplemental
Lease Provisions. Landlord and Tenant mutually agree as follows:



     Tenant shall have the right to use the existing 80-kilowatt Cummins ONAN GenSet Model #80DGDA
power generator which is currently connected to the sixth (6th) floor of the Building (the
“Existing Generator”), and which generator is situated on a pad (the “Generator Pad”) in the Garage
in the location shown on Schedule A attached hereto. Further, subject to all of the terms
and conditions of Section 6.303 of the Lease, Tenant, at Tenant’s option and at Tenant’s sole
expense, may (i) remove the Existing Generator and install one (1) new emergency power generator
(subject to Landlord’s approval of such generator) (the “Replacement Generator”) on the Generator
Pad, and may expand the Generator Pad by up to five lineal feet (5’), as shown on Schedule
A; and (ii) may in addition to use of the Existing Generator or the Replacement Generator,
install one (1) additional emergency power generator (subject to Landlord’s approval of such
generator) on a new pad to be installed in the location shown on Schedule A for the
Additional Generator (such additional generator, the “Additional Generator”, and together with the
Replacement Generator, collectively, the “New Generator”). Tenant’s right to install the New
Generator and extend the Generator Pad of install a new generator pad is subject to the following
conditions: (i) Tenant receipt all necessary approvals from all governmental authorities having
jurisdiction over Tenant, the Property and the New Generator, and (ii) the compliance of the New
Generator, the Generator Pad (as expanded) and the new generator pad with all applicable laws,
rules and regulations of any governmental authorities having jurisdiction over the New Generator or
the Property. Tenant acknowledges that the Existing Generator is Landlord’s property and if Tenant
removes the Existing Generator from the Generator Pad as permitted herein, Tenant shall immediately
deliver the same into Landlord’s possession. Tenant shall further be responsible for the repair of
any damage to the Existing Generator caused by or during its removal. For purposes of this Lease,
the Existing Generator or the New Generator, as applicable, and the Generator Pad and the new
generator pad shall be considered Installations under Section 6.303. Tenant, at its sole cost and
expense, shall be responsible for the removal of the Existing Generator, the installation of the
New Generator, any expansion of the Generator Pad and installation of the new generator pad
permitted hereunder, which shall include without limitation, reasonable environmental hazard
protection and pollution prevention. LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER
EXPRESS OR IMPLIED, AS TO THE QUALITY, CONDITION OR FITNESS FOR A PARTICULAR USE OR USES OF THE
EXISTING GENERATOR, ALL OF SUCH REPRESENTATIONS OR WARRANTIES BEING HEREBY EXPRESSLY EXCLUDED AND
DENIED. Tenant, at its sole cost and expense, shall be responsible for (i) compliance with
applicable laws, and (ii) the maintenance, repair, replacement, and removal, with respect to the
Existing Generator and/or the New Generator, as applicable (provided if Tenant has not installed
the Replacement Generator, Tenant shall not be entitled to remove the Existing Generator at the end
of the Term). At the expiration or earlier termination of the Term, if Tenant has installed a
Replacement Generator or an Additional Generator, Tenant shall remove the same if requested by
Landlord, and repair any damage caused by such removal; provided that at Landlord’s election,
Landlord shall be entitled to keep the Replacement Generator and in such event, title to such
Replacement Generator shall automatically pass to Landlord at the expiration or earlier termination
of the Lease. In the event Tenant installs the Replacement Generator, or the Additional Generator
and/or expands the Generator Pad as permitted hereunder, Tenant shall reimburse Landlord within
thirty (30) days after Tenant’s receipt of an invoice, for the reasonable costs of landscaping
and/or fencing installed by Landlord to screen the Replacement Generator and/or the Additional
Generator from public view, if necessary in Landlord’s sole discretion.



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SCHEDULE
A TO RIDER 7




LOCATION OF GENERATOR PAD

AND PERMISSIBLE EXPANSION OF GENERATOR PAD

AND APPROVED LOCATION OF ADDITIONAL GENERATOR









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RIDER 8




TERMINATION OPTION




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:




	A.	 	Tenant shall have the right to accelerate the Expiration Date of the Lease (the “Termination
Option”), with respect to the
entire Premises only, to the last day of the eighty-fourth (84th) full calendar month of the
Term (the “Accelerated
Termination Date”), if:






	 	1.	 	Tenant is not in default under the Lease at the date Tenant provides Landlord
with a Termination Notice (hereinafter
defined); and
	 
	 	2.	 	no part of the Premises is sublet for a term extending past the Accelerated Termination
Date; and
	 
	 	3.	 	the Lease has not been assigned other than pursuant to a Permitted Transfer; and
	 
	 	4.	 	Landlord receives notice of termination (“Termination Notice”) not less than six
(6) full calendar months prior to the
Accelerated Termination Date.






	B.	 	If Tenant exercises its Termination Option, Tenant, simultaneously with delivery of the
Termination Notice, shall pay to
Landlord an amount equal to the unamortized portion of any concessions, commissions,
allowances (including without
limitation the Finish Allowance, as defined in the Work Letter attached to the Lease as
Exhibit D), or other expenses incurred
by Landlord in connection with this Lease or the Premises, as it may have been expanded, plus
an amount equal to the
difference between the Basic Annual Rent due for the Premises under this Lease for the
portion of the Term prior to the
Accelerated Termination Date and Basic Annual Rent that would have been payable at the rate
of $15.50 per square foot of
Agreed Rentable Area in the Premises (the “Termination Fee”). The parties acknowledge and
agree that the Termination Fee
is being paid in consideration for Tenant’s right to accelerate the Termination Date and not
as a penalty. Tenant shall remain
liable for all Basic Annual Rent, Additional Rent and other sums due under the Lease up to
and including the Accelerated
Termination Date even though billings for such may occur subsequent to the Accelerated
Termination Date. The
“unamortized portion” of any of the foregoing shall be determined using an interest rate of
six percent (6%) per annum and an
amortization period of the initial Term of the Lease (or, with respect to any additions to
the Premises, the period from the
date Tenant’s Rent obligation commences for such additional space to the Expiration Date).
	 
	C.	 	If Tenant fails to timely pay the Termination Fee due hereunder, Tenant’s exercise of the
Termination Option shall be null
and void and of no force or effect.
	 
	D.	 	As of the date Tenant provides Landlord with a Termination Notice, any unexercised rights or
options of Tenant to renew the
Term of the Lease or to expand the Premises (whether expansion options, rights of first or
second refusal, rights of first or
second offer, or other similar rights), and any outstanding tenant improvement allowance not
claimed and properly utilized
by Tenant in accordance with the Lease as of such date, shall immediately be deemed
terminated and no longer available or
of any further force or effect.





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RIDER 9




EXCLUSIONS FROM OPERATING EXPENSES




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:



     Notwithstanding any contrary provision in subsection 2.201 of the Supplemental Lease
Provisions, Operating Expenses shall not include any of the following:




	(i)	 	costs of Landlord’s executive salaries;
	 
	(ii)	 	costs of fixturing, furnishing, renovating or otherwise improving, decorating or
redecorating other tenant space within the Building (including permit, license and inspection
costs);
	 
	(iii)	 	leasing commissions, legal fees, marketing costs (other than costs of signs in or on
the Building or Property; provided, that to the extent the costs of signs in or on the
Building or Property are specifically for the benefit of a particular tenant pursuant to its
lease of space in the Building, such costs shall not be included as Operating Expenses) and
other expenses incurred in leasing space within the Building or in connection with another
tenant in the Building;
	 
	(iv)	 	income, capital stock, estate, inheritance, franchise or other taxes payable by
Landlord unless the same shall have been levied as a substitute for or supplement of Real
Estate Taxes;
	 
	(v)	 	outside legal fees and other costs incurred in connection with enforcing defaults by
other tenants of the Building;
	 
	(vi)	 	expenses in connection with services that are not offered to Tenant or for which Tenant is
charged for directly but that are provided to another tenant or occupant of the Building at
no additional cost;
	 
	(vii)	 	Landlord’s charitable and political contributions;
	 
	(viii)	 	costs for repair, replacements and general maintenance to the extent paid by proceeds of
insurance or by another tenant (other than through Operating Expenses) or other third
parties;
	 
	(ix)	 	rent under any ground leases affecting the Building;
	 
	(x)	 	costs for services provided by Landlord’s affiliates to the extent in excess of that which
would be incurred in the absence of such relationship;
	 
	(xi)	 	tax fines or penalties incurred as a result of Landlord’s failure to make payments and/or to
file any income tax or informational returns when due;
	 
	(xii)	 	costs for correcting any original design defects or latent defects in the original
construction or renovation of the Building;
	 
	(xiii)	 	costs for construction, materials or equipment or costs necessary to make the Building
comply with the any applicable laws in effect and applicable to the Building prior to the
Commencement Date of this Lease, including without limitation, the Disability Acts in effect
prior to the Commencement Date of this Lease;
	 
	(xiv)	 	any wages, salaries or other compensation paid to any employee not employed for or on
behalf of the Building. To the extent wages, salaries or other compensation are billed to
the Building for any employee not employed by Landlord full time on behalf of the Building,
Landlord shall reasonably prorate such employees time and bill to the Building only such
time as the employee reasonably devotes to the Building or Building operations;
	 
	(xv)	 	costs arising from the presence of hazardous or toxic materials, asbestos, PCB’s or toxic
mold in or about the Building prior
to the Commencement Date that are necessary to make the Building comply with applicable
laws in existence prior to the Commencement Date of this Lease;
	 
	(xvi)	 	expenses incurred by Landlord for the replacement of any item which are reimbursed
pursuant to a warranty claim;
	 
	(xvii)	 	non-cash items such as depreciation of the Building or Landlord’s personal property at the
Building (except for amortization of expenditures, if any, specifically included in
Operating Expenses);
	 
	(xviii)	 	costs of any services sold or otherwise charged to tenants for which Landlord is
separately reimbursed by such tenants as an additional charge or rental.
	 
	(xix)	 	costs of repairs or other work occasioned by any casualty or condemnation which is paid
for through insurance or condemnation proceeds,
	 
	(xx)	 	costs of performing work expressly provided for in this Lease to be performed at no
cost to Tenant; and
	 
	(xxi)	 	damages or penalties incurred because of Landlord’s gross negligence or due to violation
by Landlord of any of its obligations under this Lease or any other lease for the Building
or due to Landlord indemnity obligations to third parties.





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RIDER 10




ANTENNA AGREEMENT




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:



1. License. Landlord licenses to Tenant the non-exclusive right to install, operate,
maintain, repair, replace and remove the
Communications Equipment (hereinafter defined) on the roof of the Building at the location approved
by Landlord (the “Roof
Space”). For purposes hereof, Communications Equipment shall mean up to four (4) two-way
“send/receive” satellite dishes or
antennas, and related cabling, wiring and accessories used therewith approved by Landlord for
installation, operation and
maintenance on the Roof Space. The Roof Space will be used solely by Tenant in the ordinary course
of its business. Tenant is
specifically prohibited from selling, reselling, or distributing services associated with the
Communications Equipment to tenants,
subtenants or other occupants of the Building or to third parties. Tenant’s use of the Roof Space
will be subject to the terms and
conditions of this Rider 10. Tenant accepts the Roof Space in its “as is” condition and
acknowledges that Landlord makes no
representations or warranties whatsoever with respect thereto. Tenant acknowledges that Landlord
has previously granted rights to
use the roof of the Building and risers to others and that the rights granted to Tenant hereunder
are expressly subject and
subordinate to the rights previously granted to others, and the Communications Equipment shall not
interfere with any rooftop
equipment now or hereafter installed pursuant to any such rights. Tenant further acknowledges that
Landlord shall have the right
hereafter to grant similar or other rights to third parties to use the roof or other space at the
Building for antennae, antenna dish or
other devices for the reception or transmission of communications, data or other signals, however
any such rights granted
subsequent to the date hereof shall be subject and subordinate to Tenant’s rights hereunder.



2. License Fee and Other Charges. Tenant shall pay Landlord a license fee in the amount of
Three Hundred and no/100
Dollars ($300.00) per month for each antenna or satellite dish installed by Tenant. The license fee
shall be (a) payable in advance
on the first day of each and every calendar month during the term of the Lease, without deduction
or set off, and (b) prorated for any
partial calendar month at the beginning or end of the term based upon the number of days in the
applicable month. Additionally,
Tenant shall pay for all utilities consumed to install, maintain, operate and remove the
Communications Equipment, together with the
reasonable cost of any engineers or consultants employed by Landlord to review or monitor same.
Tenant shall be responsible for all
costs associated with such metering electrical consumption of the Communications Equipment,
including, but not limited to, the cost
of installing, maintaining, repairing and reading the metering devices and subpanels.



3. Design. Not less than fifteen (15) days prior to the date on which Tenant desires to
commence installation of the
Communications Equipment, Tenant will submit for Landlord’s approval detailed drawings and
specifications, including without
limitation, (a) the proposed location, (b) dimensions, weight, material composition and frequency,
(c) methods of installation,
attachment to the roof of the Building and delivery to the roof, and (d) the routing of cabling
from the Communications Equipment to
the Premises (“Tenant’s Plans”). Landlord’s right of approval will extend to all aspects of the
design and installation of the
Communications Equipment, including without limitation, the aesthetic appearance of any
Communications Equipment visible from
the exterior of the Building. Landlord’s approval of Tenant’s Plans will not constitute a
representation or warranty by Landlord that
Tenant’s Plans comply with any Operational Requirements (defined below). Tenant shall not cause
any roof penetrations in
connection with the installation of the Communications Equipment. If Landlord elects to hire
structural, mechanical, roofing and/or
other engineers or consultants to review such plans and specifications, Tenant shall reimburse
Landlord for the reasonable costs
thereof within thirty (30) days after demand from Landlord. Installation of the Communications
Equipment shall be subject to and in
compliance with Section 6.303 of the Lease and shall be considered an Installation under Section
6.303 of the Lease.



4. Installation. Prior to the installation of the Communications Equipment, Tenant shall
secure and shall at all times thereafter
maintain all required approvals and permits of the Federal Communications Commission and all other
government authorities having
jurisdiction over the Communications Equipment, the Property and/or Tenant’s business, including it
communications, operations and
facilities. Tenant shall at all time comply with all laws and ordinances and all rules and
regulations of municipal, state and federal
governmental authorities relating to the installation, maintenance, height, location, use,
operations, and removal of the
Communications Equipment and shall fully indemnify Landlord against any loss, cost, or expense
which may be sustained or incurred
by its as a result of the installation, maintenance, operation, or removal of the Communications
Equipment. Landlord makes no
representation that applicable laws, ordinances or regulations permit the installation or operation
of the Communications Equipment at
the Building. Tenant’s installation of the Communications Equipment in the Roof Space will be
performed (a) at the sole cost of
Tenant, (b) in a good and workmanlike manner, (c) in accordance with Tenant’s Plans, all
Operational Requirements, the instructions
of Landlord and the Building roofing contractor, and (d) without interfering with the use of any
portion of the Building by the
occupants thereof.



5. Tenant’s Covenants.



     (a) Operational Requirements. Tenant will, at its expense, perform all acts
necessary to insure that Tenant, the Communications Equipment (including the installation,
maintenance, operation and removal), and the Roof Space (and access thereto) are at all times in
strict compliance with (i) all applicable laws, including without limitation the OSHA Standards
of Roof Access, (ii) the requirements of Landlord’s insurance carriers, and (iii) the rules and
regulations of the Building. Items (i) — (iii) of the preceding sentence, as the same may be
amended from time to time, being the “Operational Requirements”. To THE FULLEST EXTENT
permitted by Applicable Law, Tenant will Indemnify and Defend Landlord and Landlord’s agents
and employees against all Claims arising from any failure by Tenant or the Communications
Equipment to comply with all Operational Requirements.



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     (b) Condition of Communications Equipment; Repairs. Tenant will (i) maintain
and operate the Communications Equipment in a good and safe condition; (ii) keep the Roof Space
free from all trash, debris and waste resulting from the use thereof by Tenant; and (iii) maintain
the Roof Space and repair all damage to the Roof Space, the Building (including the roof)
occurring in connection with the installation, use, maintenance, relocation or removal of the
Communications Equipment. To the extent any penetrations of the roof of the Building are made by
Tenant’s contractors during the installation, maintenance, repair, replacement or removal of the
Communications Equipment (without implying any right to make such penetrations), Tenant will
install and maintain water proofing materials around all such penetrations and will provide
waterproofing certification with respect to such penetrations from Landlord’s roofing contractor
so that Landlord is assured that any such penetrations do not void, limit or reduce any roof
warranty in effect. If Tenant fails to perform any of the foregoing obligations within five (5)
days after Landlord’s written request, Landlord may perform such obligations on Tenant’s behalf,
and Tenant will reimburse Landlord for all reasonable costs incurred in connection therewith (plus
10% for Landlord’s overhead) within thirty (30) days after receipt of Landlord’s invoice.



     (c) Costs; Liens. Tenant will pay or cause to be paid all costs for materials provided
or work performed by or at the
direction of Tenant related to the Communications Equipment or the Roof Space. Tenant will,
within five (5) days after notice from
Landlord, discharge or bond around any mechanic’s lien filed against the Building as a result
of such claim.



     (d) Taxes. Tenant will pay all sales, use and personal property taxes assessed
against or attributable to the
Communications Equipment. As an additional license fee, Tenant will pay any increases in real
property taxes levied against the
Building which are directly attributable to the Communications Equipment or Tenant’s use of
the Roof Space.



     (e) Surrender; Removal of Equipment. Upon expiration or earlier termination of the
Lease or Tenant’s right of
possession of the Premises, Tenant will remove the Communications Equipment from the Building
and peaceably surrender the Roof
Space to Landlord in the same condition it was in as of the date hereof, ordinary wear and
tear excepted. Upon final removal of the
Communications Equipment, Tenant will repair and restore all roof penetrations, if any, and
provide waterproofing certification from
the Building roofing contractor. If Tenant fails to remove the Communications Equipment from
the Building within thirty (30) days
after the termination of Tenant’s right to possess the Roof Space, Landlord may remove and
store or dispose of the Communications
Equipment in any manner Landlord deems appropriate. Tenant will reimburse Landlord for all
reasonable costs incurred by Landlord
in connection therewith within fifteen (15) days after Landlord’s request. If Tenant fails to
remove its Communications Equipment
from the Roof Space after expiration or earlier termination of the Lease, Tenant will, at the
option of Landlord, be deemed in holdover
as to this Rider and the Roof Space only, subject to all provisions of this Rider except the
License Fee will be double the amount
payable during the last month of the term. Landlord may terminate such holdover by written
notice at any time.



     (f) Access. Except in the event of an emergency (including equipment malfunctions,
lost traffic, and revenue-affecting malfunctions, in which event Tenant will be permitted
immediate access to the Roof Space), all maintenance, repair, replacement and removal work on the
portion of the Communications Equipment located outside the Premises will be scheduled 24 hours
in advance with Landlord. All roof access by Tenant will be subject to Landlord’s supervision and
control and Tenant may be required to compensate Landlord for reasonable trip charges and
overtime resulting from employees or agents of Landlord making trips to the Building to provide
access to the Roof Space after normal Building business hours.




	6.	 	Certain Rights Reserved by Landlord.





     (a) Right to Relocate. Landlord may, upon fifteen (15) days’ prior written notice,
relocate the portion of the
Communications Equipment located outside the Premises, including Tenant’s cabling and/or
conduit, to other space in the Building
(the “Substitute Space”), provided such relocation does not materially and adversely affect
the operation of the Communications
Equipment. In such event, the Substitute Space will be deemed to be the Roof Space for all
purposes hereunder. Landlord will
reimburse Tenant for Tenant’s reasonable out-of-pocket costs in connection with such
relocation. If any repair or maintenance to the
Building necessitates the temporary relocation of the Communications Equipment, such
temporary relocation will be performed at
Landlord’s expense.



     (b) Screening of Equipment. Landlord may require Tenant to install, at its sole
expense, a device screening the
Communications Equipment in the Roof Space from public view. Such screening device will be
installed in accordance with plans
and specifications approved in writing in advance by Landlord and will otherwise comply with
all Operational Requirements and
Landlord’s requirements regarding construction, maintenance and removal.




	7.	 	Interference.





     (a) Procedure. If, at any time during the term, (i) any electrical output,
electromagnetic output, radio frequency or
other interference (collectively, “Interference”) resulting from the operation of the
Communications Equipment, in the sole opinion of
Landlord, adversely affects the equipment, machinery, or systems of Landlord or other
licensees or tenants of the Building or the roof
of the Building, and (ii) Tenant does not correct the Interference within 48 hours after
receipt of telephonic or written notice from
Landlord, Landlord may, at Landlord’s option, shut down or disconnect the Communications
Equipment until the Interference is
remedied. Tenant will immediately cease operations (except for intermittent testing on a
schedule approved by Landlord) until the
Interference has been corrected to the satisfaction of Landlord.



     (b) Emergency
If, in the reasonable opinion of Landlord, an emergency situation
exists and Landlord reasonably
determines that the Interference is attributable to the Communications Equipment, Landlord
will give verbal notice (either in person or
by telephone) of the emergency situation to Tenant, who will act immediately to remedy the
emergency situation, and Landlord will
have the right to shut down the Communications Equipment immediately until the emergency
situation is resolved.



     (c) Waiver. To the fullest extent permitted by applicable law and in addition to any
waivers contained in the Lease,
Tenant waives all claims against Landlord and Landlord’s agents, employees and contractors
arising, or alleged to arise, out of any
shutdown of the Communications Equipment, even if the shutdown was caused solely or in part
by the negligence of a Landlord



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Party, but not to the extent the shutdown was caused by the gross negligence or willful
misconduct of Landlord or its agents or contractors.



8. Service Interruptions; Equipment Malfunctions. Landlord will not be liable or
responsible to Tenant for any of the
following (collectively, “Equipment Malfunction”) (a) interruption or suspension of electrical
service to the Communications
Equipment; (b) malfunction or non-functioning of the Communications Equipment; or (c) repair,
maintenance or loss of or damage to
the Communications Equipment. Tenant will be responsible for providing its own backup power supply
and power surge protection.
To the fullest extent permitted by applicable Law and in addition to any waivers, indemnities or
obligations to
defend contained in the Lease, Tenant waives all Claims against the Landlord and Landlord’s
agents, employees or
representatives arising, or alleged to arise, from an Equipment Malfunction, even if due to the
negligence of
Landlord or Landlord’s agents, employees or representatives, but not to the extent caused by
the gross
negligence or willful misconduct of landlord or its agents, employees or representatives.
However, under no
circumstances will Landlord or its agents, employees or representatives be liable for
consequential or special
damage arising out of an interruption or Equipment Malfunction.



9. Indemnities, Insurance. The Roof Space will be considered to be part of the Premises
for the purposes of any waiver
contained in the Lease or any insurance policy carried by Tenant. The Roof Space is not a Common
Area under the Lease.



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RIDER 11




RIGHT TO AUDIT




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:



Tenant shall have the right to perform an annual audit at Tenant’s expense on Landlord’s books and
records to the extent necessary to verify Landlord’s calculation of actual Additional Rent for the
prior calendar year, provided that such audit shall be conducted by a certified public accountant
and farther provided that the auditor’s report reflecting the results of such audit shall be
promptly delivered to Landlord. Any such audit shall be conducted, if at all, (i) within sixty (60)
days after Tenant notifies Landlord that Tenant will conduct such audit, which notice must be
received by Landlord within ninety (90) days after Tenant’s receipt of the annual statement of
actual Additional Rent from Landlord, (ii) during Landlord’s normal business hours, (iii) at the
place where Landlord maintains its records (or such other place in the Dallas, Texas area as
Landlord shall deliver the appropriate records) and (iv) only after Landlord has received ten (10)
days prior written notice. If the audit report reflects that estimated Additional Rent was
overcharged or undercharged in the audited calendar year and provided Landlord agrees with such
audit (which agreement shall not be unreasonably withheld), Tenant shall within twenty (20) days
after receipt of such report pay to Landlord the amount of any underpayment or, if applicable,
Landlord shall, at Tenant’s option, either credit against the next Additional Rent payment or
payments due from Tenant the amount of any overpayment or pay to Tenant the amount of such
overpayment, less any amounts then owed to Landlord. The result of any audit by Tenant and all
information obtained by Tenant or its auditor shall be treated as confidential, except as otherwise
required by applicable law, and Tenant’s only obligation was to its auditor shall be to include a
confidentiality requirement in Tenant’s contract with such auditor. Notwithstanding the foregoing,
if Landlord and Tenant determine that Operating Expenses for the year in question were less than
stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid
invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to
third parties in connection with such audit by Tenant.


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RIDER 12




EXPANSION OPTION

FIRST FLOOR




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:




	A.	 	Subject to the remaining provisions of this Rider, Tenant shall have the option and right
(the “First Floor Expansion Option”) to
lease from Landlord in its entirety the approximately 2,445 square feet of Agreed Rentable
Area on the first (1st) floor of the
Building described on Schedule A attached hereto (the “First Floor Expansion Space”).
Tenant shall exercise the First Floor
Expansion Option, if at all, by delivering written notice of such exercise (such notice, the
“First Floor Notice”), on or before the
Commencement Date. If Tenant fails to exercise the First Floor Expansion Option as set forth
herein, then the First Floor
Expansion Option shall be of no further force or effect. Notwithstanding anything to the
contrary set forth herein, in no event
shall Tenant be permitted to exercise the First Floor Expansion Option during the continuance
of a default under the Lease.
	 
	B.	 	The First Floor Expansion Space shall be leased to Tenant upon all terms and conditions of
this Lease with the following
exceptions:






	 	(a)	 	The First Floor Expansion Space shall be delivered to Tenant in “as is” condition.
	 
	 	(b)	 	Basic Annual Rent for the First Floor Expansion Space will be equal to the product
of the Agreed Rentable Area per
square foot rent applicable to the Premises, as the same is adjusted from time to time,
under Item 3 of the Basic Lease
Provisions, multiplied by the Agreed Rentable Area of the First Floor Expansion Space,
it being the intent of the
parties that the Basic Annual Rent for the First Floor Expansion Space will be the same
rate per square foot as the
Basic Annual Rent for the initial Premises at all times during the initial Term.
	 
	 	(c)	 	Basic Monthly Rent for the applicable First Floor Expansion Space will be equal to
one-twelfth (l/12th) of the Basic
Annual Rent for the First Floor Expansion Space.
	 
	 	(d)	 	Basic Annual Rent and Additional Rent for the First Floor Expansion Space shall
commence on the earlier to occur of
(i) the date on which the improvements in the First Floor Expansion Space are
substantially completed, provided that
the initial date determined under this clause (i) shall be adjusted backward (i.e., to
an earlier date) by one (1) day for
each day of Tenant Delays (as such term is defined in the First Floor Expansion Space
work letter), (ii) the date that
Tenant commences use of the First Floor Expansion Space, and (iii) the date which is
forty-five (45) days after the
date of the First Floor Notice applicable to such Expansion Space.
	 
	 	(e)	 	Tenant’s Pro Rata Share Percentage for the entire Premises shall each be
recalculated based on the rentable area of the
Premises following the addition of the First Floor Expansion Space to the Premises.
	 
	 	(f)	 	The dates for submission of the initial space plan and construction plans for the
leasehold improvements to be
constructed in the First Floor Expansion Space shall be agreed to by Landlord and Tenant
within five (5) days after
Tenant elects to lease the First Floor Expansion Space.
	 
	 	(g)	 	Tenant shall be entitled to a finish allowance equal to the product of (i) the per
square foot Finish Allowance provided
by Landlord with respect to the initial Premises (as set forth in Exhibit D to
this Lease), multiplied by (ii) the number
of square feet of the First Floor Expansion Space, multiplied by (iii) a traction, the
numerator of which is the number
of full calendar months which remain in the initial Term from and after the date Basic
Annual Rent commences with
respect to the First Floor Expansion Space and the denominator of which is the number
of full calendar months in the
initial Term.
	 
	 	(h)	 	Tenant shall have no right to occupy any portion of the First Floor Expansion
Space and in no event shall Tenant occupy any portion of the First Floor Expansion
Space prior to (i) Substantial Completion of the leasehold improvements to be
constructed in the First Floor Expansion Space, (ii) issuance of a certificate of
completion or other document or permit issued by the applicable governmental authority
authorizing Tenant’s occupancy of the First Floor Expansion Space and (iii) Landlord’s
receipt of an Acceptance of Premises Memorandum executed by Tenant and covering the
First Floor Expansion Space.






	C.	 	Within fifteen (15) days after Landlord’s receipt of the First Floor Notice, Tenant and
Landlord will enter into a work letter
substantially in the form of Exhibit D attached to this Lease, provided that such
form shall be amended to (i) set forth
appropriate dates, (ii) amend the finish allowance to be the amount of finish allowance
calculated in accordance with clause (g)
of Paragraph B of this Rider and (iii) provide for such other matters as are necessary to
reflect the agreements of the parties
with respect to the finish out of the First Floor Expansion Space. Pursuant to the work
letter, Landlord shall construct or cause
to be constructed improvements in the First Floor Expansion Space in substantial accordance
with construction plans agreed to
by Landlord and Tenant.
	 
	D.	 	Upon substantial completion of the First Floor Expansion Space improvements, Landlord and
Tenant shall execute an
Acceptance of Premises Memorandum in substantially the form of Exhibit E attached to
this Lease. If Tenant occupies any
portion of the First Floor Expansion Space without executing the Acceptance of Premises
Memorandum, Tenant shall be
deemed to have accepted such First Floor Expansion Space for all purposes.
	 
	E.	 	Within fifteen (15) days after Landlord’s receipt of a Notice, Landlord and Tenant will enter
into an amendment to this Lease
reflecting (i) the addition of the First Floor Expansion Space to the Premises, (ii) the
increase in Basic Annual Rent and
Additional Rent payable under this Lease, (iii) the increase in Tenant’s Pro Rata Share
Percentage and (iv) such other




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	 	 	amendments as are necessary; provided however, an otherwise valid exercise of the First
Floor Expansion Option shall be fully effective whether or not such amendment is executed.
	 
	F.	 	The Landlord shall not be liable for the failure to give possession of the First Floor
Expansion Space by reason of force majeure as defined in the Lease. Any rent otherwise due by
Tenant with respect to the First Floor Expansion Space shall, however, be abated until
possession is delivered to Tenant and such abatement shall constitute full settlement of all
claims that Tenant might otherwise have against Landlord by reason of any failure of Landlord
to timely give possession of such First Floor Expansion Space to Tenant during such time
period as such force majeure is continuing.







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SCHEDULE A TO RIDER 12




FIRST FLOOR EXPANSION SPACE








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RIDER
H-1




ASBESTOS CONTAINING MATERIALS AND OTHER HAZARDOUS SUBSTANCES




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:



     A copy of the hazardous substances survey or surveys of the Building or portions thereof
prepared by independent contractor(s) (whether one or more, the “Hazardous Substance Survey”) are
available for Tenant’s inspection at the office of the Property Manager. The purpose of the
Hazardous Substance Survey is to indicate the presence or absence of hazardous or toxic materials
(as defined in the Lease) at the Building based on the present levels or content of said hazardous
or toxic materials as presently set by the U.S. Environmental Protection Agency (“EPA”) or the U.S.
Occupational Safety and Health Administration (“OSHA”). However, Landlord has been advised by its
third-party consultants that such presence does not violate lawful levels for such materials or
require removal or controls beyond those already implemented by Landlord. Landlord has implemented
an Operations and Maintenance Program (the “O&M Program”) with respect to any ACM located in the
Building, which is set forth in a written document located in the Property Manager’s office. To
reduce the risk that the ACM at the Building is not improperly disturbed or handled by untrained
persons, all maintenance, repairs and/or renovations by Tenant to any area of the Premises or
Building shown on the survey to contain ACM must be coordinated with and approved in advance by
Landlord. Tenant shall cause all contractors and subcontractors engaged by Tenant agree in writing
to be bound by and will perform their work subject to the O&M Program. Tenant agrees to cooperate
with Landlord in all reasonable procedures or actions necessary for the conduct of the O&M Program.
Landlord makes no representations or warranties whatsoever (express or implied) to Tenant
regarding: (x) the Hazardous Substance Survey (including, without limitation, the contents,
accuracy and/or scope thereof) and Landlord has informed Tenant that said Hazardous Substance
Survey is not a comprehensive survey of the Building for all forms of hazardous or toxic materials,
including but not limited to asbestos and ACM and cannot be relied upon as a representation that
there are no other hazardous or toxic materials, including but not limited to asbestos and ACM, at
the Premises or Building, whether addressed therein or not or (y) the presence or absence of other
hazardous or toxic materials in, at, or under the Premises, the Building or the Land. Tenant (a)
shall not rely on and has not relied on the Hazardous Substance Survey, the same having been
provided for informational purposes only and (b) acknowledges that Tenant has taken such actions as
Tenant deems appropriate to fairly evaluate the Premises and has otherwise satisfied itself that
the Premises are acceptable and suitable from an environmental perspective. Tenant shall furnish
Landlord with a complete and legible copy of any study, report, test, survey or investigation
performed by or on behalf of Tenant at any time involving hazardous or toxic materials the Premises
and shall fully restore all areas and improvements where samples were taken or work performed and
repair all damage resulting from any of the same. TENANT SHALL INDEMNIFY AND HOLD HARMLESS LANDLORD
FROM, AND SHALL REIMBURSE LANDLORD FOR AND WITH RESPECT TO, ANY AND ALL CLAIMS, ACTIONS,
LIABILITIES, DAMAGES, LOSSES, INJURIES OR DEATHS IN CONNECTION WITH OR ARISING OUT OF OR FROM ANY
INSPECTION, TESTING SAMPLING OR SIMILAR ACTIVITY CONDUCTED BY TENANT, TENANT’S AGENTS OR
CONTRACTORS AT THE PREMISES OR THE BUILDING FOR HAZARDOUS OR TOXIC MATERIAL, WHETHER UNDER THIS
RIDER OR OTHERWISE UNDER OR IN CONNECTION WITH THIS LEASE.



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RIDER H-2




TENANT’S STUDY, TESTING AND INSPECTION RIGHTS




     This Rider is attached to and a part of that certain Lease Agreement executed by and
between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”), and
T-NETIX, INC., a Delaware corporation (“Tenant”). Any capitalized term used but not defined herein
shall have the meaning assigned to it in the provisions designated in the Lease as the
Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:



     Prior to commencement of any tenant finish work to be performed by Landlord, Tenant shall have
the right to make such studies and investigations and conduct such tests and surveys of the
Premises from an environmental standpoint as Tenant deems necessary or appropriate, subject to the
condition that all such studies and investigations shall be completed prior to the commencement of
any tenant finish work to be performed by Landlord. Tenant shall indemnify and hold harmless
Landlord from, and reimburse Landlord for and with respect to, any and all loss, damages and claims
resulting from or relating to Tenant’s studies, tests and investigations. If such study, test,
investigation or survey evidences hazardous or toxic materials which affect the Premises, Tenant
shall have the right to terminate this Lease provided such right shall be exercised, if at all,
prior to the commencement of any tenant finish work to be performed by Landlord and, in any event,
within five (5) business days after Tenant receives the evidence of hazardous or toxic materials.
If Tenant does not exercise such right prior to commencement of any such tenant finish work and
within such five (5) business day period, Tenant’s right to terminate this Lease shall be null and
void and of no further force or effect.


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