**Exhibit10.29**

** **

**FOUNDERSTOWER OFFICE LEASE**

 

THIS OFFICE LEASEAGREEMENT (this “Lease”) is made as of the 18th day of November,2002, and is by and between HEBRON COMMUNICATIONS CORPORATION, a FloridaCorporation whose notice address is 5900 N. Mosteller Drive, Suite 1150,Oklahoma City, Oklahoma 73112 **(“Landlord”)**and AmerivisionCommunications Inc. an Oklahoma Corporation whose notice address is 5900Mosteller Drive. Suite 1600. Oklahoma City. Oklahoma 73112**(“Tenant”).**Capitalizedterms used herein are either defined in the text of this Lease, in **Article 1**below (which contains certain definitions used herein and the basic economicterms of this Lease), or in the Exhibits attached hereto.

 

**RECITALS:**

 

A.              Landlord is the owner of theBuilding commonly known as the “Founders Tower” (herein the **“Building”)**locatedat 5900 N. Mosteller Drive in Oklahoma City, Oklahoma.

 

B.               Landlord desires to lease toTenant and Tenant desires to lease from Landlord, the Premises, as hereinafterdefined, on the terms and conditions stated in this Lease.

 

**AGREEMENT:**

 

**NOW, THEREFORE,**inconsideration of the mutual covenants contained herein and for other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Landlord and Tenant agree as follows:

 

**Article 1**

**DEFINITIONS**

 

**1.1             Lease;Landlord.**The term “Lease” and such terms as “herein,”“hereof,” “hereby,” “hereunder,” “hereto” and the like will mean this OfficeLease Agreement, together with all exhibits and schedules now or hereafterattached hereto, and all modifications, amendments, extensions and renewals ofthis Office Lease Agreement. The term **“Landlord”**shall be deemed to include, asapplicable, any successor in interest to Founders Tower as owner of theBuilding.

 

**1.2**             **Definition of Basic Lease Terms**.When used in this Lease, the following terms shall have the meanings set forthbelow, unless the context of this Lease clearly requires otherwise.

 

**“Actual Expense Increase”:**Theamount by which Operating Expenses in any particular calendar year exceedOperating Expenses incurred in the Base Expense Year.

 

**“Additional Rent”:**Allsums payable by Tenant under or pursuant to this Lease, whether to Landlord orothers, other than Base Rent.

 

**“Base Expense Year”:**Shallmean the calendar year 2003. 

 

**“Base Rent”:**Thesum of $10,935.75 per month or $131,229.00 per year, plus anyadditional amounts payable with respect to any partial month at the beginningof the Term, as provided in **Section 4.1**below. 

 

**“Commencement Date”:**Thedate determined pursuant to **Article 3**of this Lease.

 

**“Common Areas”:**Thoseareas in the Building consisting of corridors, elevator foyers, restrooms,plaza areas and other similar facilities provided for the common use andbenefit of the tenants of the Building or patrons thereof.

 

**“Estimated Expense Increase”:**Landlord’sestimate of the amount by which Operating Expenses for any particular calendaryear will exceed Operating Expenses for the Base Expense Year.

 

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**“Expiration Date”:   **December 31. 2004

 

**“Guarantor(s)”:**Notapplicable.

 

**“Legal Requirements”:**Allfederal state, and local laws (whether imposed by statute, ordinance,regulation, administrative or judicial order, any other governmental authority,or common law), rules and regulations of utility companies, and all restrictivecovenants and Rules and Regulations now or hereafter in effect which areapplicable to the construction, modification, use or occupancy of the Premises,Building and areas adjacent and appurtenant thereto, including, withoutlimitation, zoning ordinances, development and subdivision regulations,building (including the Americans With Disabilities Act), fire and safetycodes, parking and traffic regulations, and environmental requirements.

 

**“Normal Business****Hours”****:**7:30a.m. to 6:30 p.m. Monday through Friday, and 8:00 a.m. to 1:00 p.m. Saturday,legal holidays excepted.

 

**“Operating Expenses”:**Seedefinition attached as **Exhibit**B hereto.

 

**“Permitted Use”:**Generaloffice use.

 

**“Premises”:**The tenant space located in the Building and known as Suite/Suites Floors 13and 16 and depicted on **Exhibit A** hereto.

 

**“Rent”:**AllBase Rent and Additional Rent.

 

**“Rentable Area oftheBuilding”:**175,277 square feet.

 

**“Rules and Regulations”**:The rules and regulations relating to the use and occupancy of the Premises andthe Common Areas as set forth on **Exhibit E**attached hereto and as the samemay be amended from time to time by Landlord.

 

**“Scheduled Commencement Date”:**** **January1. 2003.

 

**“Security Deposit”:   **$10,000 deposited with lease datedJanuary 1, 2000.

 

**“Tenant’s Pro-Rata Share”:**** **7.13%.

 

**“Term”:**Theperiod beginning on the Commencement Date and ending on the Expiration Date, orany earlier date on which the Term is terminated pursuant to the terms of thisLease.

 

**Article 2**

**LEASE OF PREMISES**

 

**2.1             Lease. **In consideration of thepayment of Rent and the performance of the covenants and agreements by Tenanthereinafter set forth, Landlord hereby leases and demises to Tenant thePremises, together with the non-exclusive right, subject to the provisionshereof, to use all appurtenances thereto, including the Building Common Areasand parking facilities designated from time to time by Landlord for theexclusive or non-exclusive use of the tenants of the Building.

 

**2.2             QuietEnjoyment.**So****long as Tenant is not in default underthis Lease, Tenant shall be entitled to the quiet enjoyment and peacefulpossession of the Premises, subject to the terms and provisions of the Lease,including, without limitation, the Rules and Regulations.

 

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**Article 3**

**TERM**

 

**3.1****                                        Term.**This Lease shall be effective as of the date first written above.  The Term shall end without notice on theExpiration Date.

 

**3.2             Surrender;Holding Over. **Uponthe expiration or other termination of the Term, Tenant shall promptly quit thePremises and surrender the same to Landlord in good order and condition,ordinary wear and tear and loss by fire or other casualty excepted, unless dueto the negligence of Tenant, and Tenant shall remove all of its movablefurniture, trade fixtures and other personal property. The parties agree thattheir respective rights and obligations regarding goods, furniture,furnishings, trade fixtures and any other personal property belonging to Tenantwhich is left in the Premises at the end of the Term will be governed by theprovisions of Section 52 of Title 41 of the Oklahoma Statutes, as the same maybe amended from time to time. If Tenant remains in possession of the Premisesafter the expiration of the Term and continues to pay Rent, and Landlordaccepts such Rent, without any express written agreement as to such holdingover, then such holding over shall be deemed to be a tenancy frommonth-to-month, subject to all the terms and conditions hereof on the part ofTenant to be observed and performed and at a monthly Base Rent equivalent totwo hundred percent (200%) of the monthly Base Rent payable by Tenantimmediately prior to such expiration, plus all other Additional Rent payablehereunder. All such Rent shall be payable in advance on the same day of eachcalendar month. Nothing contained herein shall be construed as obligatingLandlord to accept any rental tendered by Tenant after the expiration of theTerm or to relieve Tenant of its obligation as set forth above to surrender thePremises at the end of the Term and any holdover without Landlord’s consentshall be deemed a default hereunder entitling Landlord to all of its rights andremedies set forth in Article 15 below, including, without limitation, itsright to recover consequential damages resulting from said holdover.

 

**3.3             Rightof Entry**. After reasonable prior notice to the Tenant,Landlord may enter the Premises to exhibit the Premises to prospective tenants,purchaser or mortgagee.

 

**Article 4**

**RENT**

 

**4.1             BaseRent.**Tenant agrees to pay Landlord the applicable BaseRent specified in **Section 1.2 above. **All****Base Rent shall be paid in advancecommencing on the Commencement Date and on the first (1st) day of each calendarmonth thereafter during the Term. If the Commencement Date is on other than thefirst day of a calendar month, the first installment of Base Rent shall beprorated based on the number of days from the Commencement Date to the firstday of the next succeeding calendar month, based upon a 30-day month.

 

**4.2             AdditionalRent.**In addition to Base Rent, Tenant agrees to pay thevarious items of Additional Rent at the times required under this Lease,including specifically increases in Operating Expenses as referenced in Article7 below.

 

**4.3             DelinquentRent. **If any BaseRent is not paid within five****(5)**days of the day on which it becomes due(i.e. the first of each month), Landlord may collect a late charge in an amountequal to ten percent (10%) of the delinquent sum. Late charges shall beconsidered Additional Rent and failure to pay the same shall be considered adefault hereunder. Any Rent which remains unpaid for more than thirty (30) daysfollowing its due date shall bear interest from the date due until paid at therate of eighteen percent (18%) per annum (the **‘Default Rate”)**based on a360-day year. Payment of such late charges and/or interest shall, at Landlord’soption, be a condition precedent to curing any default hereunder. Landlord’s

 

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acceptance of subsequentinstallments of Rent without having received any accrued late charges orinterest will not waive Landlord’s right to collect such late charges andinterest at any’ time thereafter, including if applicable, at the expiration orsooner termination of the Term.

 

**4.4             PaymentsUnder Lease. **Exceptas otherwise specifically provided in this Lease, Tenant agrees to pay all Rentprovided for herein without demand. The obligation of the Tenant to pay Rentunder this Lease is an independent covenant and no act or circumstancewhatsoever (whether constituting a default by Landlord or not) will releaseTenant from the obligation to pay Rent timely or give rise to any deductionfrom or setoff against Rent payable hereunder.

 

**Article 5**

**TENANT IMPROVEMENTS**

 

**5.1             Constructionand Installation of the Tenant Improyements.**The****constructionand installation of tenant improvements shall be governed by the Work Letter,if any, attached to this Lease as Exhibit D. Except as may be specifically set forth in any such Work Letter,Landlord shall have no obligation for the construction and installation oftenant improvements or the completion or remodeling of the Premises. Tenantagrees to accept the Premises in their “as is” condition after completion ofany portion of the work to be performed by Landlord. If Landlord is delayed indelivering the Premises to Tenant due to the failure of a prior occupant tovacate or remove its property from the same, then Landlord’s obligation tocommence its portion of its work if any, shall be delayed by a like period oftime. The postponement of Tenant’s obligation to pay Rent and other sumshereunder shall be in full settlement of all claims which Tenant may otherwisehave by reason of such delay of delivery.

 

**5.2             Acceptanceof Premises.**Except as provided in the Work Letter,taking possession of the Premises by’ Tenant shall be conclusive evidence asagainst Tenant that the Premises were in the condition agreed upon betweenLandlord and Tenant and acknowledgment of satisfactory completion of any’ workto be performed by Landlord.

 

**Article 6**

**USE OF PREMISES**

 

**6.1             Characterof Occupancy. **Tenant covenants and agrees to occupy thePremises for the Permitted Use and for no other purpose, unless Landlordotherwise consents in writing, which consent may be withheld in Landlord’s solediscretion. Tenant agrees to use the Premises consistent with the Rules andRegulations and in a careful, safe, and proper manner and to pay, on demand,for any damage to the Premises caused by misuse or abuse thereof by Tenant.Tenant’s agents or employees, or by any other person entering upon the Premisesunder express or implied invitation of Tenant. Tenant agrees not to use thePremises in a manner which would create a nuisance or which would disturb theother tenants of the Building.

 

**6.2             ComplianceWith Legal Requirements.**Tenant, at Tenant’s expense, shall comply with all Legal Requirements nowin effect, or which may hereafter be in effect, which shall impose any dutyupon Landlord orTenant with respect to the occupation or alteration of the Premises. Forinstance, as between Landlord and Tenant, Tenant shall bear responsibility forthe compliance of the Premises with the Americans With Disabilities Act. Theforegoing responsibilities shall be limited, however, to compliance required bythe unique character of any alterations undertaken by Tenant or by the uniquecharacter of Tenant’s use (i.e., which distinguishes the same from ordinaryoffice usage). Consequently, to the extent Legal Requirements are imposed onoffice usage in general, the cost of such compliance will be paid byLandlord.  To the extent LegalRequirements are imposed solely by reason of the unique character of Tenant’salterations, as described above, the cost of compliance will be paid by Tenant.

 

**6.3             No****Waste;Compliance With Insurance and Environmental Requirements****.**

Tenant shall not commitwaste or suffer or permit waste to be committed or permit any nuisance on or inthe Premises. Tenant agrees that it will not store, keep, use, sell, dispose ofor offer for

 

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sale in, upon or from thePremises any article or substance which may be prohibited by any insurancepolicy in force from time to time covering the Building, nor shall Tenant keep,store, dispose of, or produce on, in or from the Premises or the Building anysubstance which may be deemed a hazardous substance under any Legal Requirementas may be promulgated or amended from time to time. Tenant agrees to indemnifyand hold harmless Landlord against any cost, loss, claim or expense, includingreasonable attorneys’ fees and expenses, suffered by Landlord as a result ofTenant’s breach of any covenant set forth in this Article 6.

 

**6.4             Rulesand Regulations.**The Rules and Regulations set forth onExhibit E attached hereto shall be and are hereby made a part of this Lease.Tenant agrees that Tenant’s employees and agents or any others permitted byTenant to occupy or enter the Premises will at all times abide by said Rulesand Regulations. A breach of any of such Rules or Regulations shall be deemed adefault under this Lease. Landlord agrees to apply the Rules and Regulations ina non-discriminatory manner towards all tenants of the Building. Landlord inits sole discretion may reasonably amend the Rules and Regulations uponthirty days written notice.

 

**Article**7

**OPERATING EXPENSES**

 

**7.1             Paymentof Tenant’s Pro-Rata Share ofOperating Expenses.**

 

(a)           Tenant agrees to pay its Pro RataShare of Operating Expenses to the extent that Operating Expenses in anyparticular year exceed Operating Expenses incurred in the Base Expense Year.The payment of Tenant’s Pro Rata Share of Operating Expenses pursuant to theprovisions of this Article shall be made as follows: Beginning with the firstrental payment due in the calendar year following the Commencement Date andcontinuing each month until the first comparative statement is submitted toTenant (and continuing each succeeding year), Tenant shall pay Landlord, asadditional rent, an amount equal to one-twelfth of Tenant’s Pro-Rata Share ofthe Estimated Expense Increase. In the event that a comparative statementevidences that the Actual Expense Increase was greater than the EstimatedExpense Increase, then Tenant shall pay Landlord the amount of such excess asAdditional Rent with the next monthly installment of Base Rent. In the eventthat a comparative statement shall show that the Actual Expense Increase amountwas less than the Estimated Expense Increase amount, then Tenant shall receivea credit for such amount from Landlord to the extent that Tenant has paid theEstimated Expense Increase amount pursuant to this Paragraph.

 

(b)           Landlord’s and Tenant’sresponsibilities with respect to the Operating Expense adjustment describedherein shall survive the expiration or early termination of this Lease. IfTenant shall dispute the amount of an adjustment submitted by Landlord or anyproposed estimated increase or decrease in the Estimated Operating Expenses, orcomparative statement, Tenant shall give Landlord written notice of suchdispute within thirty (30) days after Landlord advises of such comparativestatement, adjustment or proposed increase or decrease.  If Tenant does not give Landlord such noticewithin such time, Tenant shall have waived its right to dispute the amounts sodetermined.  If Tenant timely objects,Tenant shall have the right, at its own expense, to engage its own accountantsfor the purpose of verifying the accuracy of the statement complained of or thereasonableness of the estimated increase or decrease.  If Tenant identifies an error has been made that is 3% ormore in excess of the Additional Rent due, Landlord and Tenant shall endeavorto agree upon the matter, failing which the parties shall submit such matter toan independent certified public accountant selected by Landlord and reasonablyacceptable to Tenant, for a determination which shall be final, conclusive andbinding upon Landlord and Tenant. Notwithstanding the pendency of any disputeover any particular statement, Tenant shall continue to pay Landlord the amountof the monthly installments of Tenant’s Pro Rata Share of Operating Expensesdetermined by Landlord until the adjustment has been determined to beincorrect.  If it shall be determinedthat any portion of the Operating Expenses were not properly chargeable toTenant, then Landlord shall promptly credit or refund the appropriate sum toTenant and, if Landlord’s statement for any year exceeds the amount actuallydue by more than 3% Landlord shall pay for the independent certified public accountant’sdetermination, otherwise Tenant shall pay for the independent certified publicaccountant’s determination.

 

(c)           If during any calendar year,including the Base Expense Year of this Lease and any subsequent calendaryears, during any part of which this lease shall be in effect there is anyBuilding vacancy; Operating Expenses shall be adjusted at the end of the yearas though the Building had 5%**vacancy/95% occupancy during such year.

 

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**Article 8**

**LANDLORD SERVICES; MAINTENANCE**

 

**8.1             ServicesProvided By Landlord.**Subject to the provisions ofSection 8.3 below, Landlord, without charge, except as provided herein, and inaccordance with standards from time to time prevailing for the Building, agreesto:

 

(a)                 furnish cold running water atthose points of supply for general use of tenants of the Building;

 

(b)                 furnish to public areas of theBuilding heated or cooled air (as applicable), lighting, electrical current(120 Volt 20 amp), janitorial services, and maintenance to the extent Landlordreasonably deems necessary;

 

(c)                 furnish, during Normal BusinessHours, such heated or cooled air to the Premises as may, in the good faithjudgment of Landlord, be reasonably required for the comfortable use and occupancyof the Premises, provided that the reasonable recommendations ofLandlord’s engineer regarding occupancy and use of the Premises are compliedwith by Tenant and, with respect to cooled air, provided the same is used onlyfor standard office use;

 

(d)                 list on existing lobby andLeased Premises floor directories in the Common Areas. Tenant’s name and suitenumber;

 

(e)         furnish janitorialservice, as contracted for by Landlord, five (5) days per week, exclusive ofnormal holidays; provided, however, if Tenant’s flooring, other improvements orfurniture upholstery’ require special treatment, Tenant shall pay to Landlordthe additional cleaning cost attributable thereto upon presentation of astatement therefor by Landlord;

 

(f)                 furnish standard building gradefluorescent bulb replacement in the Premises necessary to maintain the lightingprovided as a part of standard building improvements; provided, however. Tenantshall be responsible for lighting bulb/tube replacement in special,non-standard fixtures and/or equipment:

 

(g)                   provide one annual exteriorwindow washing; and

 

(h)                 keep Common Areas & exteriorof the Building in a neat & orderly condition.

 

8.2              **Interruption of Services**.Tenant agrees that Landlord shall not be liable for failure to supply any suchheating, air conditioning, electrical, exterior window washing, janitorialservice, lighting or other services, or to supply such services during anyperiod Landlord is required to reduce or curtail such services pursuant to anyapplicable Legal Requirement, including regulations of any utility now orhereafter in force or effect.  It isunderstood that Landlord may discontinue, reduce, or curtail such services, orany of them (either temporarily or permanently), at such times as it may benecessary by reason of accident, repairs, alterations, improvements, strikes,lockouts, riots, acts of terrorism, acts of God, application of applicableLegal Requirements or due to any other happening beyond the reasonable controlof Landlord. In the event of any interruption, reduction, or discontinuance ofLandlord’s services (either temporary or permanent), Landlord shall not beliable for damages to person or property as a result thereof nor shall theoccurrence of any such event in any way be construed as an eviction of Tenant;or cause or permit an abatement, reduction or setoff of rent; or operate torelease Tenant from any of Tenant’s obligations hereunder.

 

**8.3             Notificationof Accidents or Defects. **Tenantagrees tonotify promptly the Landlord or its representative of any accidentsor defects in the Building of which Tenant becomes aware including defects inpipes, electric wiring, and HVAC equipment. In addition, Tenant shall provideLandlord with prompt notification of any matter or condition, which may causeinjury or damage to the Building, Common Areas or any person or propertytherein.

 

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**8.4             Maintenanceand Improvements. **Unlessotherwise expressly provided herein. Landlord shall not be required to make anyimprovements or repairs of any kind or character including plumbing whichexclusively serves the Leased Premises, to the Premises during the Term,except: (a) such repairs to HVAC, mechanical, plumbing, life safety andelectrical systems in the Premises (to the extent such systems are buildingstandard) as may be deemed necessary by Landlord for normal maintenanceoperations of the Building; and (b) upkeep, maintenance, and repairs to allCommon Areas so long as the need for any such repair is not the result ofTenant’s negligence.

 

**8.5             Landlord’sRe-entry; Alterations.**Tenant covenants and agrees topermit Landlord upon reasonable notice, and at any time in the event of anemergency, to enter the Premises to examine and inspect the same or, if Landlordso elects, to perform any obligations of Tenant hereunder, at the expense ofTenant, which Tenant shall fail to perform or to perform such cleaning,maintenance, janitorial services, repairs, additions, or alterations asLandlord may deem necessary or proper for the safety, improvement, orpreservation of the Premises or of other portions of the Building or as may berequired by any governmental authorities through any Legal Requirement. Anysuch re-entry shall not constitute an eviction or entitle Tenant to abatementof Rent. Furthermore, Landlord shall at all times have the right at Landlord’selection to make such alterations or changes in other portions of the Buildingas Landlord may from time to time deem necessary.

 

**8.6             Repairs. **In the event of the need for any repair which is the responsibility ofthe Landlord herein. Tenant may notify Landlord in writing of such neededrepair and Landlord shall undertake reasonable efforts to make such repairwithin fifteen (15) days from the date of such notice.  If and to the extent the need for suchrepair renders any portion of the Premises unusable for normal office usagethen, from and after 15 days from the date of such notice to Landlord, no Rentshall be payable with respect to such unusable space until such repair has beencompleted.

 

 

**Article 9**

**SECURITY DEPOSIT**

 

**9.1             Paymentand Application ofSecurity Deposit. **Concurrently with the execution of this Lease,Tenant agrees to deposit with Landlord and keep on deposit at all times duringthe Term, the Security Deposit described in **Section 1.2**, as security forthe payment by Tenant of all Rent and for the faithful performance of all theterms, conditions, and covenants of this Lease. If, at any time during theTerm, an Event of Default shall have occurred under this Lease, Landlord shallhave the right to use the Security Deposit, or so much thereof as necessary, inpayment of any Rent, in reimbursement of any expense incurred by Landlord, andin payment of any damages incurred by Landlord by reason of Tenant’sdefault.  In such event, Tenant shall,within five (5)**days after written demand by Landlord, remit to Landlord asufficient amount in cash to restore the Security Deposit to its originalamount. At the end of the Term, and provided all covenants and agreements ofthis Lease have been fully performed, Landlord shall refund to Tenant or towhomever is then the holder of Tenant’s interest in this Lease, any unusedportion of the Security Deposit, without interest. Landlord shall have theright to commingle the Security Deposit with other funds of Landlord.  If Landlord’s interest in the Building orPremises is sold or transferred after the date of this Lease, Landlord agreesto deliver the Security Deposit to the purchaser or transferee and obtainthe purchaser’s or transferee’s assumption of the Landlord’s obligationhereunder, and thereupon, Landlord shall be discharged from furtherliability with respect to the Security Deposit.  Tenant agrees that if a mortgagee succeeds to Landlord’s interestin the Premises by reason of foreclosure or deed in lieu of foreclosure, Tenantshall have no claim against said mortgagee for the Security Deposit, or anyportion thereof, unless such mortgagee has actually received (and acknowledgedreceipt of) the same from Landlord. Landlord shall be under no obligation touse the Security Deposit to cure a default by Tenant. If Landlord does elect touse the Security Deposit. Tenant shall remain liable for any claims ofLandlord, which exceed the amount of the Security Deposit used.

 

**9.2****                                                           **

 

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**Article 10**

**TENANT’SALTERATIONS, FIXTURES ANDEQUIPMENT**

 

**10.1           PermissibleAlterations.**Subject to obtaining Landlord’s priorwritten consent, which consent may be withheld in Landlord’s reasonablediscretion, and Tenant’s compliance with the restrictions and conditions setforth in this **Article 10,**Tenant may, at its cost, make *non-structural*alterationsto the interior of the Premises:

 

**10.1.1        Restrictions.**Tenant shall make nostructural alterations to the Premises (including the exterior thereof). Anyother alterations approved by Landlord in accordance with Section 10.1 abovewhich are made by Tenant shall not (i) result in an undue burden or excessiveuse being placed on the electrical, gas, plumbing. sanitary sewer, heating,ventilating or air conditioning systems servicing the Building, or requirechanges, replacements or additions to such systems; or (ii) result in higherinsurance premiums for the remainder of the Building.

 

**10.1.2        Plans.**Tenant shall submit toLandlord for approval reasonably detailed final plans and specifications of theproposed alterations and the name of its contractor at least thirty (30) daysbefore the date it intends to commence the alterations.

 

**10.1.3        Notice.**The alterations shall not becommenced until three (3) days after Landlord has received notice from Tenantstating the date the installation of the alterations is to commence so thatLandlord can send, post and/or record appropriate notices of  “non-­responsibility”.

 

**10.1.4        Permits. **Thealterations shall be approved by all appropriate government agencies, and allapplicable licenses, permits and authorizations shall be obtained beforecommencement of the alterations.

 

**10.1.5**        **Compliance.**All alterations shall becompleted with due diligence in compliance with the plans and specificationsand working drawings and all applicable laws and in a good and workmanlikemanner, using new materials and equipment at least equal in quality to theoriginal installations in the Premises.

 

**10.1.6****                       Insurance. **Before commencing the alterations and atall times during the construction, Tenant’s

contractor shall maintainbuilder’s risk insurance in an amount reasonably satisfactory to Landlord andprovide Landlord with evidence thereof.

 

**10.2           Fixturesand Equipment. **Tenant,or its subtenants, may install in or upon the Premises such fixtures, tradefixtures, furniture and equipment as Tenant or such subtenants deem desirableprovided such fixtures, trade fixtures, furniture and equipment do not place anunreasonable burden on, or exceed the capacity of, the systems specified inclause (i) of **Section 10.1.1**or require changes, replacements or additionsto such systems, or exceed the safe load bearing capacity of the floors of theBuilding.

 

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**10.3          Ownership;Removal; Restoration. **Allalterations and fixtures installed pursuant to **Sections 10.1 and 10.2**aboveshall remain the property of Tenant until the expiration or termination of theTerm, or any earlier termination of tenant’s right to possession as provided in**Article15** below, at which time all such alterations and fixtures (excludingtrade fixtures) will become the property of the Landlord. All trade fixtures,furniture and moveable equipment will at all times remain the property ofTenant. Tenant shall remove any’ trade fixtures, furniture, moveable equipmentand other personal property upon the expiration or termination of the Term orany earlier termination of Tenant’s right to possession. Notwithstanding any ofthe foregoing. Tenant shall not remove any property if such removal would causestructural or irreparable damage to the Premises. After removing any propertyfrom the Premises, which Tenant is permitted to remove, Tenant shall promptly,at its expense, repair or restore any damage to the Premises caused by theremoval.

 

**10.4           NoLiens; Indemnity. **Tenantshall keep the Premises and Tenant’s interest therein free from any liensarising out of any work performed on the Premises, materials furnished theretoor obligations incurred by Tenant and shall cause the same to be released orbonded off within thirty (30) days of the filing of the same.  Tenant shall indemnify, defend and holdLandlord harmless against liability, loss, damage, cost, and all other expenses(including without limitation, reasonable attorney’s fees) arising out ofclaims of liens for obligations incurred by, or work performed or materials orsupplies furnished to or for the benefit of, Tenant or persons claiming underTenant or with regard to Tenant’s failure to comply with Sections 10.1.4 and10.1.5 above.

 

 

**Article 11**

**ASSIGNMENT AND SUBLETTING**

 

**11.1          Assignmentor Subletting. **Tenantwill not assign or encumber this Lease, or any interest herein, nor subleasethe Premises or any portion thereof, without Landlord’s prior written consent,which consent will not be unreasonably withheld. If permitted by Landlord, nosuch assignment, sublease or encumbrance will release Tenant or any Guarantorof the Lease from its obligations hereunder or thereunder.

 

**Article 12**

**CONDEMNATION**

 

**12.1          Condemnation. **If the entire Premises, orany substantial part of the Premises or any portion of the Buildingwhich shall render the Premises untenantable, shall be taken by right ofeminent domain or shall be conveyed in lieu of any such taking, then eitherLandlord or Tenant may, at its option, terminate this Lease by giving the otherparty written notice of such election within thirty (30) days after such takingor conveyance. In such event, this Lease shall cease and terminate and the Rentshall be duly apportioned as of the date of such taking or conveyance. Tenantthereupon shall surrender the Premises and all interest therein under thisLease to Landlord, and Landlord may reenter and take possession of the Premisesor remove Tenant therefrom. In the event less than all of the Premises shall betaken by eminent domain or conveyance in lieu thereof, Landlord shall promptlyrepair the Premises as nearly as possible to its condition immediately prior tosuch taking, unless Landlord elects not to reconstruct or rebuild as describedin **Section14.3 below. **In the event of****anysuch taking or conveyance, Landlord shall receive the entire award orconsideration for the portion of the Building so taken. Notwithstanding theforegoing, Landlord’s use of condemnation proceeds may be subject to thecontrol of its first mortgage lender and, if those proceeds are not madeavailable for restoration of the Premises, or if they are not sufficient torestore the Premises, Landlord shall not be obligated to restore the Premises.This Lease shall continue in any such event unless the inability to effect sucha restoration renders the Premises untenantable.

 

**Article 13**

**INDEMNITY OF LANDLORD;**

**LIABILITY AND CASUALTY INSURANCE**

 

**13.1          Indemnity.**Tenant hereby agrees to indemnify, defend, and save Landlordharmless of and from all liability, loss, damages, costs, or expenses,including attorneys fees, on account of injuries to the person or property ofLandlord or of any other tenant in the Building or

 

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to any other person rightfully in said Building for any purposewhatsoever, where the injuries are caused by the negligence, misconduct orbreach of this Lease by the Tenant. Tenant’s agents, servants, or employees orof any other person entering upon the Premises under express or impliedinvitation of Tenant or where such injuries are the result of the violation ofthe provisions of this Lease by any of such persons. This indemnity shallsurvive termination or earlier expiration of this Lease.

 

**13.2          Tenant’sLiability and Casualty Insurance. **In****additionto providing the indemnity referenced above, Tenant shall obtain and maintainthroughout the Term a commercial general liability policy, including protectionagainst death, personal injury and property damage and issued by an insurancecompany qualified to do business in the State of Oklahoma, with a single limitof not less than One Million Dollars ($1,000,000.00). Any such policy shallname Landlord as an additional insured. Each such policy shall provide that thesame may not be canceled or modified without at least twenty (20) days’ priorwritten notice to Landlord. Tenant shall also provide adequate casualtyinsurance coverage on all of its personal property, including trade fixtures,located in the Premises. Prior to occupancy of the Premises, and thereafterfrom time to time, Tenant shall deliver certificates evidencing that suchinsurance is in force and effect. The limits of said insurance shall not, underany circumstances, limit the liability of Tenant hereunder with regard to **Section****13.1**above.

 

**13.3           Damageto Tenant’s Property**. Tenant shall neither hold nor attempt to hold Landlord liable for any injuryor damage, either proximate or remote, occurring through or caused by fire,water, steam, or any repairs, alterations, injury, accident, or any other causeto the Premises, to any furniture, fixtures, Tenant alterations, or otherpersonal property of Tenant kept or stored in the Premises, or in other partsof the Building not herein demised, whether by reason of the negligence ordefault of the owners or occupants thereof or any other person or otherwise andthe keeping or storing of all property of Tenant in the Building and/orPremises shall be at the sole risk of Tenant. Tenant shall obtain and maintainthroughout the term of this Lease “all risk” or “multi-peril” insurance on andfor the full cost of replacement of all of Tenant’s property and betterments inthe Premises, including, without limitation all furniture, fixtures, personalproperty and all tenant improvements not paid for by Landlord pursuant to anywork letter attached hereto.

 

**Article 14**

**CASUALTY; RESTORATION OF PREMISES**

 

**14.1           Damageto Premises. **Ifthe Premises or the Building shall be so damaged by fire or other casualty asto render the Premises wholly untenantable and if such damage shall be so greatthat a competent architect, in good standing, selected by Landlord shallcertify in writing to Landlord and Tenant within sixty (60) days of saidcasualty that the Premises, with the exercise of reasonable diligence, cannotbe made fit for occupancy within one hundred twenty (120) working day’s fromthe happening thereof, then Landlord may, at its option, terminate this Lease.If Landlord so elects to terminate this Lease, Tenant shall thereupon surrenderto Landlord the Premises and all interest therein hereunder, and Landlord mayreenter and take possession of the Premises and remove Tenant therefrom. Tenantshall pay Rent, duly apportioned, up to the time of such termination of thisLease. If Landlord does not so elect to terminate this Lease then, Landlordshall repair the damage so done (to the extent of the Tenant Improvements identifiedin Exhibit D, the “Work Letter”, if any, provided by Landlord to Tenant) withall reasonable speed and this Lease shall continue in effect. Landlord shallnot have any obligation to rebuild in the event of major damage to the Premisesduring the last Twelve (12) months of the term.  The reference in the foregoing to Rent being “dulyapportioned” shall mean that Rent allocable to Rentable Square Feet of thePremises that is rendered unusable by the casualty shall be abated as ofthedate ofthe casualty and Rent allocable to the Rentable Square Feet ofthe Premises which remains usable following such casualty being payableuntil the Lease Expiration Date or until earlier termination oftheLease as provided for herein.

 

**14.2          MinorDamage. **If thePremises shall be slightly damaged by fire or other casualty, but not so as torender the same wholly untenantable or to require a repair period in excess ofone hundred twenty (120) days, then, Landlord, after receiving notice inwriting of the occurrence of the casualty, except as hereafter provided, shallcause the same to be repaired with reasonable promptness and this lease shallcontinue in effect.

 

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**14.3           Damageto Building. **Incase the Building shall be so injured or damaged, whether by fire or otherwise(though the Premises may not be affected, or if affected, can be repairedwithin said one hundred twenty (120) days), but not so as to require a repairperiod in excess of one hundred twenty (120) days, then Landlord, afterreceiving notice in writing of the occurrence of the casualty, except asprovided in Section 14.4, shall cause the same to be repaired with reasonablepromptness and this lease shall continue in effect.

 

**14.4          InsuranceProceeds Not Sufficient or Available.**Landlord shallnever have an obligation to rebuild if its insurance proceeds are insufficientto permit restoration or if they are not made available by Landlord’s lender.Landlord shall terminate this Lease if it elects not to rebuild ineither event, by giving Tenant written notice of its election to do so withinsixty (60) day’s after determining the non-availability or insufficiency ofsuch proceeds. In such event, Tenant shall pay the Rent, properly apportionedup to the date of termination, and neither party shall have any further rightsor obligations under this Lease, except for any obligations, which specificallysurvive any such termination.

 

**14.5           Waiverof Subrogation. **Landlordand Tenant hereby waive any and all rights of recovery against the other, theirofficers, agents, and employees occurring out of the use and occupancy of thePremises for loss or damage to their respective real and/or personal propertyarising as a result of a casualty or condemnation contemplated by this Lease.Each of the parties shall, upon obtaining the policies of insurance required bythis Lease, notify the insurance carrier that the foregoing waiver is containedin this Lease and shall require such carrier to include an appropriate waiverof subrogation provision in the policies.

 

**14.6           Abatementof Rent.**Provided that the casualty is not the fault ofTenant, Tenant’s agents, servants, or employees, the Rent shall be equitablyabated taking into consideration all relevant factors, including, without limitation,whether or not the Premises can be partially used during the period of repairand restoration, and the relative square footages of the usable and non-usableareas.

 

**Article 15**

**TENANT’S DEFAULT; LANDLORD’S REMEDIES**

 

**15.1           Eventsof Default. **The occurrenceof any of the following will constitute an event of default by Tenant underthis Lease: (i) failure to pay any Rent when due; (ii) failure to comply withany other provision of this Lease within any time period specified in thisLease or, if no time period is specified, within twenty (20) days after writtennotice from Landlord or if such failure cannot reasonably be cured withintwenty (20) days, tenant’s failure to commence action designed to cure suchfailure and diligently pursue such action to completion; (iii) the filingby or against Tenant or any Guarantor of Tenant’s obligations under this Leaseof any proceedings under the federal bankruptcy act or any similar law and thefailure to secure a discharge of the same within sixty (60) days; (iv)the adjudication of Tenant or any Guarantor as bankrupt or insolvent inproceedings filed under the federal bankruptcy act or any similar law; (v) theinsolvency of Tenant or any Guarantor or the making of a transfer in fraud ofcreditors or an assignment for the benefit of creditors; (vi) the appointmentof a receiver or trustee for Tenant or any Guarantor of the assets of Tenant orany Guarantor; or (vii)****Tenant’s abandonment of the Premises orfailure to do business in any substantial portion thereof (including failure totake occupancy at the commencement of the Term).

 

15.2           **No****Waiver****. **No action****by Landlord during the Termwill be deemed an acceptance of an attempted surrender of the Premises. Noreentry or taking possession of the Premises by Landlord will be construed asan election by Landlord to terminate this Lease, unless a written notice oftermination is given to Tenant. Landlord may accept late or partial payments ofRent without prejudice to its right to require prompt payment in the future orto enforceits remedies hereunder for failure to make payment in full. Anyforbearance by Landlord in exercising any right or remedy hereunder orotherwise provided by law shall not be a waiver of or preclude the exercise ofany such right or remedy unless expressly waived. Any express waiver of anydefault by Tenant hereunder shall not constitute a waiver of any other orfuture default.

 

**15.3           Remedies. **On****the occurrence of any eventof default, Landlord will have the following remedies, in addition to any otherrights or remedies provided by this Lease or by applicable law, all of whichmay be exercised without any further notice or demand on Tenant.

 

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**15.3.1          Past Due Rent.  **Landlord may collect from Tenant all past due Rent,including interest thereon and late charges as referenced in Article 4 above,and all other damages caused by Tenant’s default, together with interest at therate of eighteen percent (18%) per year, until paid.

 

**15.3.2**          **Termination.  **Landlord may terminate this Lease, in which event Tenantwill immediately surrender the Premises to Landlord, but if Tenant fails to doso. Landlord may, without notice and without prejudice to any other remedyLandlord might have, enter and take possession of the Premises and removeTenant, anyone claiming under Tenant and any property therefrom without beingsubject to any claim for damages therefor. Tenant shall pay Landlord all costsincurred by Landlord in any such action, including the costs of takingpossession of and repairing any damage to the Premises, and all other damagescaused by Tenant’s default.

 

**15.3.3          Reletting. **IfLandlord does not terminate this Lease, then Landlord may, at its option,reenter the Premises and remove any persons or property therein, and may reletthe Premises for the benefit of Tenant, in which event Tenant shall payLandlord all costs incurred by Landlord in taking such action including,without limitation, the costs of taking possession of and repairing the Premises,the cost of preparing the same for reletting, attorneys’ fees, brokeragecommissions, and all other damages caused by Tenant’s default. Tenant shallremain obligated to Landlord for the difference between any rent received byLandlord as a result of such reletting and the Rent for which Tenant isobligated hereunder. Landlord shall have no duty to relet the Premises and thefailure of Landlord to relet the Premises will not release or affect Tenant’sliability for Rent or for damages. In the event any such reletting results inpayment of rent thereunder to Landlord in excess of the Rent for which Tenantis obligated hereunder, Landlord shall retain such excess.

 

**15.3.4          Election Not to Relet.  **If Landlord elects not to terminate thisLease, and does not reenter and relet the Premises for the benefit of Tenant,Tenant shall remain obligated to Landlord for all Rent for which it isobligated hereunder for the remainder of the Term, together with all damagescaused by Tenant’s default.

 

**15.3.5          Option to Perform.**Landlord mayperform or cause to be pe1formed the unperformed obligations ofTenant under this Lease and may enter the Premises to accomplish such purposewithout being subject to any claim for damages therefor.  Tenant agrees to reimburse Landlord ondemand for any expense which Landlord might incur in effecting compliance withthis Lease on behalf of Tenant, together with interest at the rate specified in**Section15.3.1**above until paid, and Tenant further agrees that Landlordwill not be liable for any damages resulting to Tenant from such action,whether caused by negligence of Landlord or otherwise.

 

**Article 16**

**DEFAULT BY LANDLORD**

 

**16.1           DefaultBy Landlord.  **Inthe event of any alleged default on the part of Landlord hereunder, Tenantshall give written notice to Landlord and Landlord’s first mortgage lender iflender has provided Tenant written notice of its interest, in the mannerprovided herein and shall afford Landlord and such lender a reasonableopportunity, but at least thirty (30) days, to cure any such default. If saiddefault is not cured within a reasonable time, Tenant shall be entitled topursue a suit for damages or injunctive relief (but no other form of relief);provided, however, in no event shall (i) the Lease be terminated by Tenant or(ii) Landlord be responsible for any consequential damages incurred by Tenantas a result of any default, including, without limitation, lost profits orinterruption of business as a result of any alleged default by Landlordhereunder. Landlord’s obligations under this Lease shall cease to accrue uponany transfer by it of the Premises to a transferee assuming Landlord’sobligations hereunder and Tenant shall look solely to its new landlord forperformance of all obligations accruing hereunder after the transfer.Landlord’s liability hereunder shall be limited to its interest in theBuilding. No mortgage lender shall be required to cure any such default.

 

**Article 17**

**SUBORDINATION; ESTOPPEL**

 

**17.1           Subordination.  **This Lease and all rightsof Tenant hereunder shall be subject and subordinate to any encumbranceperfected against the Premises or Landlord’s interest in this

 

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Lease after the date of this Lease. Tenant agrees to attorn to anypurchaser at any foreclosure or other sale enforcing such encumbrance. If anyholder of a mortgage or deed of trust shall elect to have this Lease superiorto the lien of the holder’s mortgage or deed of trust and shall give writtennotice thereof to Tenant, this Lease shall be deemed prior to such mortgage ordeed of trust, whether this Lease is dated prior or subsequent to the date ofsaid mortgage or deed of trust or the date of recording thereof

 

**17.2**           **Estoppel.**   Tenant agrees, within ten (10) days after request by Landlord,to execute in favor of any prospective purchaser or encumbrancer of thePremises or an interest in this Lease, an estoppel agreement (a) confirming thesubordination of this Lease to any such encumbrance on the terms set forthin paragraph 17.1, and (b) stating (i) whether this Lease is in full forceand effect and listing any modifications, assignments or subleases, (ii)whether Tenant has accepted possession of the Premises, (iii) the commencementdate and expiration date of the Term, (iv) the amount of the monthlyinstallments of Base Rent then payable, (v) an itemization of any AdditionalRent paid during the preceding twelve (12) months, (vi) whether Tenant claimsan offset against Rent due or to become due hereunder (provided nothing herein shallbe construed to create such a right of offset except as expressly set forthin this Lease), (vii) whether Rent has been paid more than one (1) month inadvance of its due date (and containing an agreement by Tenant not to pay Rentmore than one month in advance of its due date), (viii) the address for noticesto be sent to Tenant, (ix) that Tenant will look only to Landlord forobligations accruing prior to the time any such purchaser, encumbrancer, orpurchaser at foreclosure acquires title to the Premises, (x) whether Landlordis then in default (specifying the exact nature of any claimed default). (xi)that Tenant will riot surrender the Premises prior to the expiration of theTerm or consent to a written modification or termination of this Lease withLandlord without the approval of any first mortgage lender which has advisedTenant of its interest, and (xii) such other factual matters as maybe reasonably requested by Landlord including matters related to any Guarantor.

 

**18.**             **Telecommunications.**

 

**18.1****                                 Limitationof Responsibility.  **Tenantacknowledges and agrees that all telephone and telecommunications servicesdesired by Tenant shall be ordered and utilized at the sole expense of Tenant.Unless Landlord otherwise requests or consents in writing, all of Tenant’stelecommunications equipment shall be and remain solely in the Leased Premisesand, in accordance with the rules and regulations adopted by the Landlord fromtime to time, the telephone closet(s) on the floor(s) on which the LeasedPremises is located. Unless otherwise specifically agreed in writing, Landlordshall have no responsibility for the maintenance of Tenant’s telecommunicationsequipment, including wiring, nor for any wiring or other infrastructure towhich Tenant’s telecommunications equipment may be connected. Tenant agreesthat to the extent any such service is interrupted, curtailed or discontinued,Landlord shall have no obligation or liability with respect thereto and itshall be the sole obligation of Tenant at its expense to obtain substituteservice.

 

**18.2**                                 **Necessary****ServiceInterruptions****. **Landlordshall have the right, upon reasonable prior notice to Tenant, to interrupt orturn off telecommunications facilities in the event of emergency or asnecessary in connection with repairs to the Building or installation oftelecommunications equipment for other tenants of the Building.

 

**18.3****                                 Removalof Equipment, Wiring, and Other Facilities.  **Any and all telecommunications equipment installed in theLeased Premises or elsewhere in the Building by or on behalf of Tenant,including wiring, or other facilities for telecommunications transmittal, shallbe removed prior to the expiration or earlier termination of the Lease term, byTenant at its sole cost or, at Landlord’s election, by Landlord at Tenant’ssole cost, with the cost thereof to be paid as additional rent. Landlord shallhave the right, however, upon written notice to Tenant given no later thatthirty (30) day(s) prior to the expiration or earlier termination of the Leaseterm, to require Tenant to abandon and leave in place, without additionalpayment to Tenant or credit against rent, any and all telecommunications wiring

 

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and relatedinfrastructure, or selected components thereof, whether located in the LeasedPremises or elsewhere in the Building.

 

**18.4****                              New****ProviderInstallations.****   **Inthe event that Tenant wishes at any time to utilize the services of a telephoneor telecommunications provider whose equipment is not then servicing theBuilding, no such provider shall be permitted to install its lines or otherequipment within the Building without first securing the prior written approvalof the Landlord. Landlord’s approval shall not be deemed any kind of warrantyor representation as to the suitability, competence, or financial strength ofthe provider. Without limitation of the foregoing standard, unless all of thefollowing conditions are satisfied to Landlord’s satisfaction, it shall bereasonable for Landlord to refuse to give its approval; (i) Landlord shallincur no expense whatsoever with respect to any aspect of the provider’sprovision of its services, including without limitation, the costs ofinstallation, materials and services; (ii) prior to commencement of any work inor about the Building by provider, the provider shall supply Landlord withwritten indemnities, insurance, financial statements, and such other items asLandlord reasonably determines to be necessary to protect its financialinterests and the interests of the Building relating to the proposed activitiesof the provider; (iii) the provider agrees in writing to abide by such rulesand regulations, building and other codes, job site rules and such otherrequirements as are reasonably determined by Landlord to be necessary toprotect the interests of the Building, the tenants in the Building andLandlord, in the same or similar manner as Landlord has the right to protectitself and the Building with respect to proposed alterations as described inArticle Ten of this Lease; (iv) Landlord reasonably determines that there issufficient space in the Building for the placement of all of the provider’sequipment and materials; (x) Landlord receives from the provider suchcompensation as is reasonably determined by Landlord to compensate it for spaceused in the Building for the storage and maintenance of the provider’sequipment, 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; and(vi) all of the foregoing matters are documented in a written agreement betweenLandlord and the provider, the form and content of which is reasonablysatisfactory to Landlord.

 

**18.5**                                 **Limit of Default or Breach.**  Notwithstanding any provision of thepreceding paragraphs to the contrary, the refusal of Landlord to grant itsapproval to any prospective provider shall not be deemed a default or breach byLandlord of its obligation under this Lease unless and until Landlord isadjudicated to have acted recklessly or maliciously with respect to Tenant’srequest for approval, and in that event, Tenant shall still have no right toterminate the Lease or claim an entitlement to rent abatement, but may assert aclaim for its direct damages. The provisions of this paragraph may be enforcedsolely by Tenant and Landlord, are not for the benefit of any other party, andspecifically but without limitation, no telephone or telecommunicationsprovider shall be deemed a third party beneficiary of this Lease.

 

**18.6****                                 Installationand Usage ofWireless Technologies.**  Tenant shall not utilize any wireless communications equipment(other than usual and customary cellular telephones), including antenna andsatellite receiver dishes, within the Leased Premises or the Building, withoutLandlord’s prior written consent. Such consent shall not be unreasonablywithheld, but may be conditioned in such a manner so as to protect Landlord’sfinancial interests and the interests of the Building, and the other tenantstherein, in a manner similar to the arrangements described in the immediatelypreceding paragraph.

 

If Tenant obtainspermission and installs any of the above items, Tenant agrees to make nochanges, alterations or modifications to said installed items without priorwritten consent of Landlord, and Tenant at its expense shall maintain saiditems in a neat and orderly manner at all times.

 

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**Article 19**

**MISCELLANEOUS**

 

**19.1           Time.  **Time is of the essence ofeach provision of this Lease.

 

**19.2           Successors. **This Lease shall bebinding on and inure to the benefit of the parties and their respectivesuccessors and permitted assigns.

 

**19.3           Brokerage.  **Except as may bespecifically set forth in writing prior to the execution hereof each partyrepresents that it has not dealt with any real estate broker, finder or otherperson, with respect to this Lease in any manner, Tenant shall holdharmless the Landlord from all damages resulting from any claims thatmay be asserted against the Tenant by any broker, finder, or other person, with whom the Tenant hasor purportedly has dealt. Likewise, Landlord shall hold harmless the Tenantfrom all damages resulting from any claims that may be asserted againstLandlord by any broker, finder or other person. with whom the Landlord has orpurportedly has dealt.

 

**19.4**          **Recording.  **Landlord and Tenant agree that neither this Lease nor anymemorandum hereof will be recorded.

 

**19.5          Jointand Several Obligations. **“Party”shall mean Landlord or Tenant; and if more than one person or entity isLandlord or Tenant, the obligations imposed on that party shall be joint andseveral.

 

**19.6           Notices. **Except as otherwiseprovided herein, any notices or other communications required or permittedhereunder shall be sufficient if made in writing and (i) delivered personally,or (ii) sent by certified mail, return receipt requested, and addressed to theappropriate party at its address stated below or to such other address as suchparty may substitute by written notice to the other.  All notices shall be deemed received upon receipted personaldelivery or, if mailed, upon the earlier of (i) actual receipt, or (ii) three(3) days after being mailed.

 

**19.7          EntireAgreement. **Tenantagrees****thatthere are no representations, understandings, stipulations, or other agreementsrelating to the Premises, which are not incorporated herein. This Lease may notbe altered, waived, or amended, except by a written agreement signed byLandlord and Tenant.

 

**19.8           GoverningLaw, Severability.  **The****interpretationand enforcement of this Lease will be governed by Oklahoma law.  If any clause or provision of this Lease isillegal, invalid or unenforceable under any present or future law, theremainder of this Lease will not be affected thereby.

 

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**19.8          GoverningLaw, Severability.**The interpretation and enforcement ofthis Lease will be governed by Oklahoma law. If any clause or provision of thisLease is illegal, invalid or unenforceable under any present or future law, theremainder of this Lease will not be affected thereby.

 

**19.9          Captions.  **The captions used in thisLease are for reference purposes****only and shall not in any way affect themeaning or interpretation of this Lease.

 

**19.10        ForceMajeure.  **Whenevera period of time****is provided for herein for the performance of any obligationand the performance of such obligation is made impossible by strikes, riots,acts of God or other causes reasonably outside of the control of the party boundby the obligation, a reasonable extension of time will he provided for saidperformance to compensate for the temporary impossibility of performing duringsuch event.

 

**19.11         Attorncy’sFees.  **Theprevailing party shall be entitled to reasonable attorney fees and costs oflitigation in connection with the enforcement of this Lease or in connectionwith any dispute hereunder.

 

**19.12****                          TenantExecution.**The person executing this Lease in a representative capacityon behalf of the Tenant warrants that he/she is authorized to bind the Tenantby virtue of that execution.

 

 
|   | **“Landlord”:** |    | **HEBRON COMMUNICATIONS****CORPORATION  5900 N. Mosteller Dr. #115O, OKC, OK 73112**    |
|--------|---------------------------|---------|-----------------------------------------------------------------------------------------|
|   |                      |    |                                                                                    |
|   |                      | **By:** | /s/ John E. Telling                                                                     |
|   |                      |    | John E. Telling,  President                                                             |
|   |                      |    |                                                                                    |
|   | **“Tenant”:**   |    | **AMERIVISION COMMUNICATIONS, INC.  5900 N. Mosteller Dr. #1600, OKC, OK   73112** |
|   |                      |    |                                                                                    |
|   |                      | **By:** | /s/ David W. Clark                                                                      |
|   |                      |    | David W. Clark                                                                          |
|   |                      |    | Chairman of the Board  of Directors                                                     |

 

 

**Exhibits**

 

A - Floor****Plan

B - Operating ExpenseDefinition

C - CommencementCertificate

D - Work Letter (may notapply)

E - Rules and Regulations

C****-Legal Description

 

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**Exhibit B**

 

**Operating Expenses**

 

**“Operating Expenses”**shallmean all operating expenses of any kind or nature, which are necessary,ordinary, or customarily incurred in connection with the operation andmaintenance of the Building. Operating Expenses shall include, but not belimited to:

 

(a)                 All realproperty taxes and assessments levied against the Building by any governmentalor quasi-governmental authority. The foregoing shall include any taxes,assessments, surcharges, or service or other fees of a nature not presently ineffect which shall hereafter be levied on the Building as a result of the use,ownership or operation of the Building or for any other reason, whether in lieuof or in addition to, any current real estate taxes and assessments; provided,however, any taxes which shall be levied on the rentals of the Building shallbe determined as if the Building were Landlord’s only property and, provided,further, that in no event shall the term “taxes or assessments,” as usedherein, include any net federal or state income taxes levied or assessed onLandlord, unless such taxes are a specific substitute for real property taxes.Such term shall, however, include gross taxes on rentals. Expenses incurred byLandlord for tax consultants and in contesting the amount or validity of anysuch taxes or assessments shall be included in such computations (all of theforegoing are collectively referred to herein as the “Taxes”). “Assessment”shall include so-called special assessments, license tax, business license fee,business license tax, commercial rental tax, levy, charge penalty or tax,imposed by any authority having the direct power to tax, including any city,county, state or federal government, or any school, agricultural, lighting,water, drainage or other improvement or special district thereof, against thePremises, the Building or any legal or equitable interest of Landlord therein.For the purposes of this Lease, any special assessments shall be deemed payablein such number of installments as is permitted by law, whether or not actuallyso paid, and shall include any applicable interest on such installments;

 

(b)                 Costs of supplies, including,but not limited to, the cost of relamping and replacing ballasts in allBuilding standard tenant lighting as the same may be required from time to time(provided, however, that Landlord reserves the right to directly bill Tenantfor replacement of lighting in the Premises):

 

(c)                 Costs incurred in connectionwith obtaining and providing energy for the Building, including, but notlimited to, costs of propane**,**butane, natural gas, steam, electricity,solar energy and fuel oils, coal or any other energy sources:

 

(d)                 Costs of water and sanitary andstorm drainage services;

 

(e)                 Costs of janitorial andsecurity services;

 

(f)                  Costs of general maintenanceand repairs, including costs under HVAC and other mechanical maintenancecontracts: and repairs and replacements of equipment used in connection withsuch maintenance and repair work;

 

(g)                 Costs of maintenance andreplacement of landscaping;

 

(h)                                                 Insurancepremiums, including fire and all-risk or multiperil coverage, together withloss of rent

endorsement, ifapplicable; public liability insurance; and any other insurance carried byLandlord on the Building

or any component partsthereof (all such insurance shall be in such amounts as may be required by anymortgagee or as Landlord may reasonably determine);

 

(i)                  Laborcosts, including wages and other payments, costs to Landlord of workmen’scompensation and disability insurance, payroll taxes. welfare fringe benefits,and all legal fees and other costs or expenses incurred in resolving any labordispute;

 

(j)                  Professional buildingmanagement fees, costs and expenses, including costs of office space andstorage space required by management for performance of its services ascontemplated herein;

 

(k)                 Legal, accounting, inspection,and other consultation fees (including, without limitation, fees charged byconsultants retained by Landlord for services that are designed to produce areduction in Operating Expenses or to reasonably improve the operation,maintenance or state of repair

 

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of the Building) incurred in the ordinary course of operating theBuilding; (excluding, however, any such costs in connection with Landlord’sfinancing or resulting from any tenant’s default):

 

(l)  The costs of capital improvements andstructural repairs and replacements made in or to the Building in order toconform to changes subsequent to the date of issuance of the certificate ofoccupancy for the Building in any applicable laws, ordinances, rules,regulations, or orders of any governmental or quasi-governmental authorityhaving jurisdiction over the Building (herein “Required Capital Improvements”);and the costs of any capital improvements and structural repairs andreplacements designed primarily to reduce Operating Expenses (herein “CostSavings Improvements”). The expenditures for Required Capital Improvements andCost Savings Improvements shall be amortized at a market rate of return overthe useful life of such capital improvement or structural repair or replacement(as determined by Landlord’s Accountants); provided that the amortized amountof any Cost Savings Improvements shall be limited in any year to the reductionin Operating Expenses as a result thereof;

 

**“Operating Expenses”**shallnot include:

 

i**)      **Costs of work, includingpainting and decorating and tenant change work, which Landlord performs for anytenant or in any tenant’s space in the Building other than work of a kind andscope which Landlord would be obligated to furnish to all tenants whose leasescontain a rental adjustment provision similar to this one;

 

ii)      Costs of repairs or other work occasionedby fire, windstorm or other insured casualty to the extent of insuranceproceeds received;

 

iii)**    **Leasing commissions, advertisingexpenses, and other costs incurred in leasing space in the Building;

 

iv)     costs of repairs or rebuilding necessitatedby condemnation;

 

v)      Any interest on borrowed money or debtamortization, except as specifically set forth above; or

 

vi)              Depreciation on theBuilding;

 

vii)    Except as expressly set forth above, anycapital expense.

 

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# **ExhibitC**

 

**COMMENCEMENTCERTIFICATE**

 

 

THIS COMMENCEMENTCERTIFICATE is attached to and made a part of that certain FOUNDERS TOWEROffice Lease dated as of the 30th day of September. 2002, between HebronCommunications Corporation, **(“Landlord”),**and **Amerivision****Communications.Inc.****, (“Tenant”).**Unless otherwise defined inthis Commencement Certificate or unless otherwise required by the context ofthis Commencement Certificate, capitalized terms used in this CommencementCertificate will have the meanings ascribed to those terms in the Lease.Landlord and Tenant agree as follows with respect to the Premises:

 

I.                The tenant improvements, if any,required to be constructed and installed in, on or about the Premises inaccordance with the terms of the Lease have been satisfactorily completed andare acceptable to Tenant, subject to the completion of any punch list items.

 

2.                The Premises have a street addressof 5900 N. Mosteller Dr.. Suites 900. 1300. 1400 and

1600. Oklahoma City, OK73112.

 

3.                The Commencement Date of theLease is January 1,2003, and the Expiration Date of the Term is December31, 2004.  In accordance with theprovisions of the Lease, Tenant’s obligation to pay Rent shall commence on theCommencement Date.

 

IN WITNESSWHEREOF, the parties hereto have caused this Commencement Certificate to beexecuted the day and year first above written.

 

 
|   | “Landlord”: | **HEBRON COMMUNICATIONS CORPORATION**       |
|--------|-----------------------|---------------------------------------------|
|   |                  | 5900 N. Mosteller Dr.  41150, OKC, OK 73112 |
|   |                  |                                        |   |   |
|   |                  | By:                                         |   |   |
|   |                  |                                        |   | Name: |   |   |
|   |                  |                                        |   | Title: |   |   |
|   |                  |                                        |   |   |   |   |
|   |                  |                                        |   |   |   |   |
|   | “Tenant”:   | **AMERIVISION COMMUNICATIONS, INC.**        |
|   |                  | 5900 Mosteller Dr.  #1150, OKC, OK 73112    |
|   |                  |                                        |   |   |   |
|   |                  | By:                                         |   |   |
|   |                  |                                        | Name: |   |   |
|   |                  |                                        | Title: |   |   |
|        |                       |                                             |  |  |  |  |  |

 

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**Exhibit “D”, Work Letter**

 

The Landlordagrees to provide, at the sole cost and expense of the Landlord, the followingimprovements to the Leased Premises:

 

 
| THIS   |   | PAGE   |   | IS     |   | ITENTIONALIY |   | LEFT   |   | BLANK. |
|--------|--------|--------|--------|--------|--------|--------------|--------|--------|--------|--------|
|   |   |   |   |   |   |         |   |   |   |   |
|   |   |   |   |   |   |         |   |   |   |   |

 

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**Exhibit “E”**

 

FOUNDERS TOWEROffice Building

 

**RULESAND REGULATIONS**

 

 

1.             All safes or other heavy articles shall be carried up orinto the premises only at such times and in such manner as shall be prescribedby the Landlord, and the Landlord shall in all cases have the right to specifythe proper weight and position of any such safe or other heavy article.Structural analysis required by Landlord shall be at the sole cost of theTenant. Any damage done to the building by taking in or removing any safe fromoverloading any floor in any way shall be paid by the Tenant. Defacing orinjuring, in any way any, part of the building, by the Tenant its agents orservants, shall be paid for by the Tenant.

 

2.             No additional signage or other showcases shall be placedin front of the building or in the court or corridor, without written consentof the Landlord.

 

3.             No Tenant shall employ any person or persons other thanthe janitorial service of the Landlord for the purposes of cleaning or takingcharge of the demised premises, without the written consent of the Landlord; Itbeing understood and agreed that the Landlord shall be in no way responsible toany Tenant for any loss of property from the demised premises, howeveroccurring, or for any damage to the furniture by the janitor or any of hisemployees, or by any other person or persons whatsoever. Any person or personsemployed by the Tenant, with the written consent of the Landlord, must besubject to and under the control and direction of the management of thebuilding, in all things, in the building and outside of said demised premises.

 

4.             The janitorial service of the building shall at alltimes keep a pass key, as well as other agents of the Landlord, and shall atall times be allowed admittance to said demised premises.

 

5.             No additional locks shall be placed upon any doorswithout the written consent of the Landlord, nor shall any duplicate keys bemade. The Landlord shall furnish all necessary keys, and the same shall besurrendered upon the termination of this lease, and the Tenant shall then giveto the Landlord or his agents, explanation of the combination of all locks uponthe doors of his vaults.

 

6.             The water closets and other water fixtures shall not beused for any purpose other than those for which they were constructed, and anydamage resulting to them from misuse or the defacing or injury of any part ofthe building shall be borne by the person who shall occasion it. No personshall waste water by interfering with the faucets or otherwise.

 

7.             No dogs or other animals will be allowed in thebuilding, except qualified therapy animals and then only if approved by theLandlord in writing.

 

8.**            **Nobicycles or similar vehicles will be allowed in the building.

 

9.             Nothing shall be****thrown out of the windows of the building,off the balconies, or down the stairways or other passages. No items of anykind, including antennas shall be placed on balconies. Tenant should use thebalconies only at their sole risk. Use of the balconies shall not subject theLandlord to any liability. Further, the Landlord makes no warranties as to thesafety of the balconies for any use whatsoever.

 

10.           The Landlord or his agents shall havethe right to enter the demised premises to examine the same or to make suchrepairs, alterations or additions as the Landlord shall deem necessary for thesafety, preservation or improvement of the building; and the Landlord or hisagents may show said demised premises.

 

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11.           Tenants, their employees, clerks orservants, shall not use the demised premises for the purpose of lodging rooms,or for any immoral or unlawful purposes.

 

12.           Neither Tenant, his agents oremployees shall disturb the occupants of the building by the use of musicalinstruments, making unseemly noises, or by interference in any way.

 

13.           Movement in or out of the Building offurniture or office equipment. or dispatch or receipt by Tenant of anymerchandise or materials, which requires use of elevators or stairways, ormovement through Building entrances or lobby shall be restricted to hoursdesignated by landlord. All such movement shall be under supervision ofLandlord and in the manner agreed between Tenant and Landlord by pre-arrangementbefore performance. Such pre-arrangement initiated by Tenant will includedetermination by Landlord and subject to his decision and control of the time,method and routing of movement, and limitations imposed by safety or otherconcerns which may prohibit any article, equipment or any other item from beingbrought into the Building.  Tenant is toassume all risk as to damage to articles moved and injury to persons or publicengaged or not engaged in such movement, including equipment, property andpersonnel of Landlord if damaged or injured as a result of acts in connectionwith carrying out this service for Tenant from time of entering the tract onwhich the Building stands to completion of work; and Landlord shall not beliable for acts of any person engaged in, or any damage or loss to any of saidproperty or persons resulting from any act in connection with such serviceperformed for Tenant.

 

14.           No signs will be allowed in any formon exterior of Building or windows inside or out, and no signs except inuniform location and uniform styles fixed by Landlord will be permitted in thepublic corridors or on corridor doors or entrances to Tenant’s space.  All signs will be contracted for by Landlordfor Tenant at the rate fixed by Landlord from time to time, and Tenant will bebilled and pay for such service accordingly. Except as otherwise provided for in this Lease.

 

15.           No draperies, shutter, or otherwindow covering shall be installed on exterior windows or walls or windows anddoors facing public corridors without landlord’s prior written approval.

 

16.           Tenant shall not place, install oroperate on the demised premises or in any part of the Building, any engine,stove, or machinery, or conduct mechanical operations or cook thereon ortherein (microwave oven excepted), or place or use in or about premises anyexplosives, gasoline, kerosene, oil, acids, caustics, or any other inflammable,explosive, or hazardous materials without written consent of Landlord. Candlesand electric space heaters are fire hazards and are prohibited from use in theBuilding.

 

17.           Landlord will not be responsible forlost or stolen personal property, equipment, money, jewelry, documentation orfiles from the demised premises or public rooms regardless of whether such lossoccurs when area is locked against entry or not.

 

18.           None of the entries, passages, doors,elevators, elevator doors, hallways, or stairways shall be blocked orobstructed or any rubbish, litter, trash, or material of any nature placed,emptied or thrown into these areas, or such areas be used at any time exceptfor ingress by Tenant, Tenant’s agents, employees, or invitees.

 

19.           Tenant shall store all its trash andgarbage within its demised premises. No materiel shall be placed in the trashboxes or receptacles if such material is such nature that it may not bedisposed of in the ordinary and customary manner of removing and disposing oftrash and garbage and with out being in violation of any law or ordinancegoverning such disposal. All garbage and refuse disposal shall be made onlythrough entryways and elevators provided for such purposes and at such times asLandlord shall designate.

 

20.           The Tenant will not mark, paint,drill into or in any way deface any part of the Leased Premises or the Building.  No boring, cutting, or stringing of wireswill be permitted except with the prior written consent of the Landlord and asthe Landlord might direct. The Tenant will not install any tile or othersimilar floor covering without the prior written consent of the Landlord. TheTenant will refer all contractors, representatives and installation techniciansrendering any service to the Tenant to the Landlord for the Landlord’ssupervision, approval and control before the performance of any such service(the foregoing provisions will apply to all work performed in the Building atthe Tenant’s request, including, but not limited to, installations oftelephones,

 

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telegraph equipment,electrical devices and all installations of every nature affecting floors,walls, woodwork, trim, windows, ceilings, equipment and any other portion ofthe Building).

 

21.           These Rules and Regulations are inaddition to, and shall not be construed to in any way modify, alter or amend, inwhole or in part, the terms, covenants, agreements and conditions of any leasecovering premises in the Building.

 

**#**

 

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**ADDENDUM**

 

 

THIS ADDENDUM is madethis 26th day of Jan., 2003 between HEBRON COMMUNICATIONSCORPORATION, a Florida corporation (the “Landlord”) and AMERIVISIONCOMMUNICATIONS INC., an Oklahoma corporation (the “Tenant”).

 

WITNESSETH

 

WHEREAS, the Landlord andthe Tenant have executed that certain Office Lease (the “Lease”) dated November18, 2002 attached hereto, covering a portion of the space in the Building;

 

WHEREAS, the Landlord andthe Tenant have reached certain agreements. which are not reflected by theLease, and to the extent the provisions of this Addendum are inconsistent withthe Lease, the terms of this Addendum will control;

 

WHEREAS, unlessspecifically defined herein, the capitalized terms used in this Addendum willhave the meanings defined in the Lease; and

 

WHEREAS, the sectionnumbers, which follow, correspond with the same section numbers as arecontained in the Lease.

 

NOW, THEREFORE, inconsideration of the premises and the mutual agreements herein contained, theLandlord and the Tenant agree as follows:

 

 

ARTICLE 20, STORAGE SPACE.  Add the following new paragraph to theLease. During the initial Term of this Lease, Tenant shall be allowed to storeoffice items in 1,136 Usable Square Feet in the lower level of the annexbuilding as depicted on Exhibit A-2 attached hereto.  In lieu of Rent on said Storage Space, Tenant shall provide toHebron Communications Corporation seven (7) telephones and seven (7) businesslines on Tenant’s telephone network within the Building. Landlord’s obligationto provide said Storage Space at no charge shall terminate upon the ExpirationDate of this Lease Agreement. Tenant’s obligation to provide said telephonesand business shall terminate at the earlier of the Expiration Date of thisLease or upon the date that Hebron Communications Corporation ceases to occupyspace within the Building.

 

 
|   | **“Landlord”:** |   | **HEBRON COMMUNICATIONSCORPORATION**                  |   |
|--------|---------------------------|--------|-------------------------------------------------------|--------|
|   |                      |   | **5900 N. Mosteller Dr. #1150, OKC, OK 73112**        |   |
|   |                      |   |                                                  |   |
|   |                      | By:    | /s/ John E. Telling                                   |   |
|   |                      |   | John E. Telling,  President                           |   |
|   |                      |   |                                                  |   |
|   |                      |   |                                                  |   |
|   | **“Tenant”:**   |   | **AMERIVISION COMMUNICATIONS, INC.**                  |   |
|   |                      |   | **5900 N. Mosteller Dr., #1600, OKC, OK  73112** |   |
|   |                      |   |                                                  |   |
|   |                      | By:    | /s/ David W. Clark                                    |   |
|   |                      |   | David W. Clark, Chairman of the Board                 |   |

 

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