**EXHIBIT 10.2****SECOND AMENDMENT TO LEASE**THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of the 1st day ofDecember, 2004, between IRRADIO HOLDINGS, LTD.**,**a Florida limited partnership, (“Landlord”)and SPANISH BROADCASTING SYSTEM, INC., a Florida corporation (“Tenant”).**PRELIMINARY STATEMENTS**     A. Landlord and Tenant entered into that certain Lease Agreement dated December 14, 2000 (the“Original Lease”), under which Tenant leases certain premises known as Penthouse II,stipulated to consist of 13,953 square feet of leasable space, and Storage Space No. 12(“Storage Space No. 12”) (together the “Original Premises”) in the building locatedat 2601 South Bayshore Drive, Miami, Florida 33133 (the “Building”). The Original Leaseincorporates that certain First Addendum to Lease, dated as of the date of the Original Lease(“First Addendum”).     B. Landlord and Tenant entered into that certain Second Addendum to Lease dated August 16,2001 (the “Second Addendum”) for the purpose of substituting the provisions set forththerein with respect to storage space for the provisions with respect to storage space set forth inthe First Addendum.     C. Landlord and Tenant entered into that certain Amendment to Lease dated November, 2003 (the“First Amendment”) for the purpose of expanding the Original Premises to include Suite 2010in the Building, stipulated to consist of 725 rentable square feet (“Suite 2010”), and forthe other purposes set forth therein. The Original Lease, the First Addendum, the Second Addendumand the First Amendment are together referred to herein as the “Lease”. The Lease currentlyexpires on October 31, 2010. The Original Premises and Suite 2010 are together referred to hereinas the “Existing Premises”, and are stipulated to consist of 14,678 square feet of leasablearea.     D. Landlord and Tenant wish to enter into this Second Amendment the purpose of expanding theExisting Premises, for the purpose of extending the Lease Term, and for the other purposes setforth herein.**TERMS**     **NOW, THEREFORE**, for Ten Dollars ($10.00) and for the covenants and conditions of this FirstAmendment, the receipt and sufficiency of which are hereby conclusively acknowledged, Landlord andTenant agree as follows:     1. Recitals. The above recitals are true and correct and are agreed to by Landlordand Tenant as if such recitals were fully set forth herein.     2. Terms. All undefined capitalized terms herein shall have the same meanings asdefined in the Lease.     3. Lease Term. The Lease Term is hereby extended until April 30, 2015. The periodbetween November 1, 2010 and April 30, 2015 is referred to herein as the “Extension Term”.     4. Existing Premises Extension Term Fixed Minimum Annual Rent. Tenant shall pay FixedMinimum Annual Rent for the Existing Premises, for the Extension Term, on or before the firstcalendar day of each month, without notice or demand, in the amounts set forth in the followingschedule, plus sales tax thereon:
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       **Period** **Fixed Minimum Annual** **Fixed Minimum Annual** **Fixed Minimum Annual**  **Rent/S.F.** **Rent** **Rent/Month**11/1/2010-10/31/2011 $39.50  $579,781.00  $48,315.08 11/1/2011-10/31/2012 $40.00  $587,120.00  $48,926.67 11/1/2012-10/31/2013 $40.50  $594,459.00  $49,538.25 11/1/2013-10/31/2014 $41.00  $601,798.00  $50,149.83 11/1/2014-04/30/2015 $41.50  $304,568.52 (6 months) $50,761.42      5. Existing Premises Extension Term Proportionate Share. As of the first day of theExtension Term, Tenant’s obligation to pay its Proportionate Share of Operating Expenses withrespect to the Existing Premises shall be amended to provide that Tenant shall pay itsProportionate Share of Operating Expenses to the extent that Landlord’s actual cost of OperatingExpenses exceed Landlord’s cost thereof in the calendar year 2011 (the “Existing Premises BaseYear”). Landlord agrees that increases in the Controllable Portion of Operating Expenses shallnot exceed five percent (5%) from the Existing Premises Base Year to the following calendar yearbetween other calendar years in the Extension Term, applied on a non-cumulative basis. For purposeshereof, the “Controllable Portion of Operating Expenses” shall not include real estatetaxes and other governmental charges, utilities, insurance, increases in the wages of employeesactually performing work or services at the Building to the extent that such increases arecontractually or by law tied to increases in the minimum wage, and commercially reasonable costsassociated with any increased security provided by Landlord based upon responses to changes inexternal factors. In the event that Tenant exercises the Option to Renew set forth herein, theforegoing limitation on increases in the Controllable Portion of Operating Expenses shall not beapplicable to the increase in Operating Expenses between the last year of the Extension Term andthe first year of any renewal term, but shall instead first be applicable to the increase in theControllable Portion of Operating Costs between the first and second calendar years within therenewal term and between calendar years thereafter.     6. Condition of Existing Premises. Tenant accepts the Existing Premises in AS-IScondition, except only, however, that Landlord shall reimburse Tenant in up to the amount of OneHundred Thirty-Nine Thousand Five Hundred Thirty and 00/100 Dollars ($139,530.00) (“ExistingPremises Alterations Allowance”) for Alterations (as defined in Article IX of the OriginalLease) to the Original Premises, performed by Tenant in accordance with the requirements of theOriginal Lease on or following January 1, 2010 (“Reimbursable Alterations”). Landlord shallreimburse Tenant, up to the amount of the Existing Premises Alterations Allowance, within thirty(30) days following Landlord’s receipt of Tenant’s submittal to Landlord of an invoice togetherwith paid invoices totaling the amount requested, together with final releases of lien andcontractor’s final payment affidavit in the form required under Florida Statute 713.06. In theevent that Tenant has not submitted invoices for Reimbursable Alterations up to the full amount ofthe Existing Premises Reimbursement Allowance on or before October 31, 2011, that any such amountshall be applied against Fixed Minimum Annual Rent due following the date of such request.     7. Expansion. The Existing Premises shall be expanded on December 1, 2004 to includethe following additional premises in the Building: (i) Suite 400 in the Building, depicted on*Exhibit “A-1”*hereto and stipulated to consist of 16,744 square feet of leasable area (“Suite400”), and (ii) Suite 500 in the Building, depicted on *Exhibit “A-2”*hereto and stipulated toconsist of 17,051 square feet of leasable area (“Suite 500”).
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Suite 400 and Suite 500 are together referred to herein as the “Second Amendment ExpansionSpace” and are together stipulated to consist of 33,795 square feet of leasable area.     8. Condition of Second Amendment Expansion Space. Tenant has inspected the SecondAmendment Expansion Space and accepts the Second Amendment Expansion Space in AS-IS condition.Landlord agrees that it shall not demolish or otherwise remove the tenant improvements existing inthe Second Amendment Expansion Space as of the date hereof. In the event that Tenant wishes toconstruct additional improvements in the Second Amendment Expansion Space or modify theimprovements previously constructed therein, Tenant shall follow the requirements set forth inArticle IX of the Original Lease as affected by Paragraph I of the First Addendum. With respect tothe two (2) twenty (20) ton and one (1) ten (10) ton Liebert air conditioning units installed inthe Second Amendment Expansion Space and/or any replacement or new air conditioning units installedto serve solely the Existing Premises or the Second Amendment Expansion Space, (i) Tenant shall,within thirty (30) days following Landlord’s written request, be required to install separateelectrical submeters and pay the actual cost of electrical service as measured by such submeter ormeter to Landlord, and any other associated fees, taxes and charges imposed by the utilitysupplier, as additional rent, but Landlord shall not impose its own fees or charges for such use;(ii) Tenant shall cause such units to be duly maintained under the terms of a service agreementwith a duly licensed HVAC contractor; in the event that Tenant fails to provide evidence of suchcontract within ten (10) business days following Landlord’s written request, then Landlord shall bepermitted to secure such maintenance contract, and Tenant shall reimburse Landlord, as additionalrent, for the commercially reasonable cost thereof. Tenant shall not be required to remove any suchunits at the expiration or earlier termination of the Lease. In the event that any such unit hasreached the end of its useful life, however, Tenant shall either cease using such unit or, if itdesires to use such unit, be required to remove any such unit that has reached the end of itsuseful life and replace such unit with a new one under plans and specifications reasonably approvedby Landlord.     9. Alterations. Article IX of the Original Lease is hereby modified to provide thatTenant shall not be required, at the expiration or earlier termination of the Lease, to removeAlterations to the Existing Premises or the Second Amendment Expansion Space. Landlord specificallyagrees that Tenant shall not be required to remove Alterations in connection with the Main StudioLocation, as hereafter defined, upon the expiration or earlier termination of the Lease. Tenantagrees that, with respect to Alterations requiring a building permit to perform, it shall use anarchitect and engineer approved by Landlord in writing. Landlord hereby approves Initial Engineersas Tenant’s engineer with respect to such Alterations. Further, Tenant agrees that its generalcontractor for Alterations to the Building shall be subject to Landlord’s prior written consent.Tenant acknowledges and agrees that the obligation to comply with all laws, regulations andordinances of all public authorities set forth in Article IX of the Original Lease requires that itcomplies with the Americans with Disabilities Act, as amended from time to time, with respect toall Alterations.     10. Second Amendment Expansion Space Term. Tenant’s lease of the Second AmendmentExpansion Space shall commence on December 1, 2004 and shall expire on April 30, 2015. The periodbetween December 1, 2004 and April 30, 2015 is referred to herein as the “Second AmendmentExpansion Space Term”. The Second Amendment Expansion Space Term is, however, subject to thetermination right set forth in Paragraph 14 hereof.     11. Second Amendment Expansion Space Fixed Minimum Annual Rent. Section 2.01 of theOriginal Lease, as modified by Paragraph O of the First Addendum and Paragraph G of the FirstAmendment, are hereby modified to provide that, in addition to the sums set forth therein, Tenantshall pay Fixed Minimum Annual Rent for the Second Amendment Expansion Space, on or before thefirst calendar day of each month, without notice or demand, in the amounts set forth in thefollowing schedule, plus sales tax thereon. As set forth in the following schedule, however,Tenant’s obligation to pay Fixed Minimum Annual Rent for the
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Second Amendment Expansion Space shall be abated for the period from December 1, 2004 untilApril 30, 2005.             **Period** **Fixed Minimum Annual** **Fixed Minimum Annual** **Fixed Minimum Annual**  **Rent/S.F.** **Rent** **Rent/Month**12/1/04-4/30/05  N/A   N/A  Abated5/1/05-4/30/06 $29.00  $980,055.00  $81,671.25 5/1/05-4/30/07 $29.50  $996,952.50  $83,079.38 5/1/05-4/30/08 $30.00  $1,013,850.00  $84,487.50 5/1/05-4/30/09 $30.50  $1,030,747.50  $85,895.63 5/1/05-4/30/10 $31.00  $1,047,645.00  $87,303.75 5/1/05-4/30/11 $31.50  $1,064,542.50  $88,711.88 5/1/05-4/30/12 $32.00  $1,081,440.00  $90,120.00 5/1/05-4/30/13 $32.50  $1,098,337.50  $91,528.13 5/1/05-4/30/14 $33.00  $1,115,235.00  $92,936.25 5/1/05-4/30/15 $33.50  $1,132,132.50  $94,344.38      12. Second Amendment Expansion Space Proportionate Share. Commencing on January 1,2007 and for the remainder of the Second Amendment Expansion Space Term, the Lease shall be revisedto provide that, in addition to paying its Proportionate Share for the Existing Premises, Tenantshall pay its Proportionate Share for the Second Amendment Expansion Space to the extent thatLandlord’s actual cost of Operating Expenses exceed Landlord’s cost thereof in the calendar year2006. Tenant’s Proportionate Share for the Second Amendment Expansion Space is 11.49489% of theBuilding. The foregoing Proportionate Share has been calculated by dividing the 33,795 square feetof leasable area within the Second Amendment Expansion Space by the 294,000 square feet within theBuilding as set forth in Section 2.02(a)(1) of the Original Lease.     13. Signage. Paragraph P of the First Addendum is hereby deleted, and the followingreplacement Section P shall be substituted in its place. It is the intention of this substitutionthat the signage rights granted under Section P be confirmed, ratified and expanded as set forth inthe following Substitute Paragraph P. This substituted language shall in no respect be interpretedto require Tenant to remove any Building signage installed as of the date hereof under theauthority of Paragraph P of the First Addendum, and Landlord hereby confirms its approval of allsignage installed as of the date hereof.P. Provided that Tenant is not in default of any term, condition or covenant of theLease beyond all applicable notice and grace periods, Tenant shall have the right,at its sole cost and expense, to install the following signs. The permission grantedherein is subject to Tenant having obtained and provided to Landlord all requiredbuilding permits and municipal approvals, and to maintaining such permits andapprovals and permits in full force and effect throughout the Lease Term. Tenantshall be required, throughout the Lease Term, to maintain such signage in firstclass condition. In addition, if Landlord gives Tenant written notice of suchrequest, Tenant shall remove all such signage at the expiration or earliertermination of the Lease and restore the Building from the effects of such removal:
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(1) Tenant shall be permitted to install a sign panel bearing its name in the topposition of the Building’s multi-tenant monument sign; the design and materials forsuch panel shall be subject to Landlord’s approval, which shall not be unreasonablywithheld or delayed.(2) Tenant shall be permitted to install rooftop signage on the south and northfaces of the Building. Prior to installation, Tenant shall submit its proposedsignage plans (including design, content, location and electrical plans) forLandlord’s approval, which approval Landlord may withhold in its sole and absolutediscretion.(3) Tenant shall be permitted to install one (1) sign above the valet entranceportico to the Building.(4) Landlord shall install, at its cost and expense, Building standard signageoutside of the entrance to Suite 400 and Suite 500, and shall reflect Tenant’soccupancy of Suite 400 and Suite 500 in the Building’s lobby directory.     13. Right of First Offer. Tenant shall have the Right of First Offer set forth in*Exhibit “B”*hereof.     14. Main Studio Location. Provided that all required municipal and regulatoryapprovals for such use are first obtained, Landlord hereby consents to Tenant’s use of a portion ofthe Premises consisting of up to twenty percent (20%) of the Second Amendment Expansion Space forTenant’s radio station studios, which shall operate in accordance with all required codes, laws,ordinances and applicable regulations (the “Main Studio Location”). Tenant shall not usethe Building as a transmission station for the Main Studio Location, as its transmission station isnot appurtenant to the Building. Landlord will reasonably consent to Alterations to the Premisesrequired to conduct the Main Studio Location. Landlord and Tenant have previously agreed uponcounsel and a Miami zoning consultant (together the “Radio Programming Consultants”) toprovide services in connection with applying and obtaining permits required under the zoning andbuilding code of the City of Miami, if any, that may be applicable to the Building and Premises inorder to operate the Main Studio Location (“Required Municipal Approvals”).Any suchapplication and parts thereof shall be subject to the prior written approval of Landlord andTenant, whose approval shall not be unreasonably withheld. Landlord and Tenant each agree to signany reasonable and necessary owner consent forms of the City of Miami that are required in order toapply for and obtain the Required Municipal Approvals. Landlord shall pay for all commerciallyreasonable fees and commercially reasonable costs associated with the application fees for theRequired Municipal Approvals and the Radio Programming Consultants to prepare any application forand to obtain the Required Municipal Approvals provided, however, that Tenant shall reimburseLandlord, as additional rent, for fifty percent (50%) of the fees and expenses of the RadioProgramming Consultants and associated permitting, application, and other related third party feesand expenses and costs within thirty (30) days following Landlord’s submittal of its invoices forsuch third-party fees and costs to Tenant. Landlord agrees, within thirty (30) days following thedate hereof, to give Tenant written notice of its determination of the Required Municipal Approvalsnecessary for the Main Studio Location, and, thereafter, to promptly respond to Tenant’s inquirieswith respect to the status of the Required Municipal Approvals. Landlord’s obligation to seek theRequired Municipal Approvals shall include, without limitation, the obligation to seek anddiligently pursue any applicable zoning and building code approvals that may be required to conductthe business of the Main Studio Location. In the event that Landlord receives a final,non-appealable denial of the Required Municipal Approvals (the “Denial”) within a period ofsix (6) months has elapsed from the date this Second Amendment has been executed by Landlord andTenant (the “Application Period”) it shall promptly provide Tenant with notice thereof.Tenant may, not later than thirty (30) days following its receipt of the Denial or the end of theApplication Period, whichever is earlier (the “Termination Deadline”), elect to terminatethe modifications to the Lease accomplished by this Second Amendment by tendering written notice
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of such election to Landlord (“Termination Notice”), together with a termination fee(the “Termination Fee”) which shall be the amount of the Fixed Minimum Annual Rent for theTemporary Premises for the period of Tenant’s occupancy thereof (and double such rate for anyholdover period under Paragraph 18 hereof) at Landlord’s then current market rate for premises inthe Building such as the Temporary Premises (“Temporary Premises Termination Rent”). Incomputing the Termination Fee, however, Tenant shall receive a credit against the TemporaryPremises Termination Rent in the amount of any Fixed Minimum Annual Rent that had been paid byTenant for the Second Amendment Expansion Space prior to Tenant’s delivery to Landlord of theTermination Notice.     15. Option to Renew. The Lease as amended herein is scheduled to expire on April 30,2015. Landlord and Tenant agree that the Option to Renew set forth in Paragraph N. of the FirstAddendum shall be applicable to Tenant’s option to renew following the foregoing expiration dateprovide, however, that Paragraph N. of the First Addendum is hereby modified as follows: (i) suchoption shall be for one (1) additional five (5) year period; and (ii) Tenant’s written notice toLandlord of its irrevocable election to exercise the option to renew shall be given to Landlord notlater than 5:00 p.m. on July 31, 2014. The Fixed Minimum Rent for Tenant’s then existing Premisesunder the Lease as amended herein, including the Existing Premises, the Second Amendment ExpansionSpace, and any subsequent premises leased by Tenant (whether under the Right of First Offer orotherwise) shall be established under the procedures set forth in Paragraph N. of the FirstAddendum.     16. Parking. For a period expiring on March 31, 2006, Tenant shall be given theopportunity to obtain from Landlord and/or the Garage operator the right to park a maximum of onehundred fifteen (115) unassigned parking spaces in the Garage under the terms set forth in ArticleXIV of the Original Lease, and, in addition, the right to ten (10) assigned parking spaces in theGarage under the terms set forth in Article XIV of the Original Lease. In addition, Tenant shall bepermitted to use twenty-five (25) additional unassigned parking spaces, under the terms set forthin Article XIV of the Original Lease, but such additional parking spaces shall be on amonth-to-month basis, and Landlord reserves the right to cancel Tenant’s right to use any or allsuch additional parking spaces on thirty (30) days prior written notice to Tenant. Further, Tenantshall be permitted to park up to three (3) passenger vans, at no additional cost to Tenant, in alocation appurtenant to the Building determined from time to time by Landlord. Landlordacknowledges that such passenger vans will not be accommodated by a standard size passenger vehicleparking space.     17. Roof Rights. Tenant, at its sole cost and expense, shall have the non-exclusiveright (it being understood that Landlord may grant, extend or renew similar rights to others) toinstall, maintain, and from time to time replace satellite dish(s) and or antennae (the“Rooftop Equipment”) on the roof of the Building, provided that prior to commencing anyinstallation or maintenance, Tenant shall (i) obtain Landlord’s prior approval of the proposedsize, weight and location of the Rooftop Equipment and method for fastening the Rooftop Equipmentto the roof, which approval Landlord shall not unreasonably withhold provided that the RooftopEquipment will not damage the Building or the Building’s roof and is not of such size or weightthat it can be reasonably deemed unsuitable for the Building’s roof, (ii) such installation and/orreplacement shall comply strictly with all Laws and the conditions of any bond or warrantymaintained by Landlord on the roof, (iii) use the Rooftop Equipment solely for its internal use,(iv) not grant any right to use of the Rooftop Equipment to any other party, and (v) obtain, atTenant’s sole cost and expense, any necessary federal, state, and municipal permits, licenses andapprovals, and deliver copies thereof to Landlord. Landlord may supervise or perform any roofpenetration related to the installation of Rooftop Equipment and Landlord may charge thecommercially reasonable cost thereof to Tenant. Tenant agrees that all installation, constructionand maintenance shall be performed in a neat, responsible, and workmanlike manner, using generallyacceptable construction standards, consistent with such reasonable requirements as shall be imposedby Landlord. Tenant further agrees to label each cable or wire placed by Tenant in thetelecommunications pathways of the
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Building, with identification information as required by Landlord. Tenant shall repair anydamage to the Building caused by Tenant’s installation, maintenance, replacement, use or removal ofthe Rooftop Equipment. The Rooftop Equipment shall remain the property of Tenant, and Tenant mayremove the Rooftop Equipment at its cost at any time during the Term. Tenant shall remove theRooftop Equipment at Tenant’s cost and expense upon the expiration or termination of this Lease.Tenant agrees that the Rooftop Equipment, and any wires, cables or connections relating thereto,and the installation, maintenance and operation thereof shall in no way interfere with the use andenjoyment of the Building, or the operation of communications (including, without limitation, othersatellite dishes) or computer devices by Landlord or by other tenants or occupants of the Projectinstalled under written agreement with Landlord prior to the date hereof. If such interferenceshall occur, Landlord shall give Tenant written notice thereof and Tenant shall commence to correctthe same within twenty-four (24) hours of receipt of such notice and diligently and continuouslypursue such correction to completion with all possible dispatch. Landlord makes no warranty orrepresentation that the Building or any portions thereof are suitable for the use of RooftopEquipment, it being assumed that Tenant has satisfied itself thereof. Tenant shall protect,defend, indemnify and hold harmless Landlord and Landlord’s Agents from and against claims,damages, liabilities, costs and expenses of every kind and nature, including attorneys’ fees,incurred by or asserted against Landlord arising out of Tenant’s installation, maintenance,replacement, use or removal of the Rooftop Equipment. Landlord hereby ratifies and confirms itsconsent to the Rooftop Equipment installed by Tenant prior to the date hereof. Landlord agrees thatit shall, with respect to any rooftop equipment installed subsequent to the date hereof, includethe covenant against interference against Tenant’s Rooftop Equipment set forth in this Paragraph13.     18. Temporary Premises. Tenant shall occupy the following “Temporary Premises” underthe terms and conditions set forth in this Paragraph 14. For this purpose, “TemporaryPremises” shall mean the following premises: Suite 625 in the Building, stipulated to contain3,057 square feet of leasable area (“Suite 625”); Suite 865 in the Building, stipulated toconsist of 1,655 square feet of leasable area (“Suite 865”); and Suite 2000 in theBuilding, stipulated to contain 9,664 leasable square feet (“Suite 2000”). Tenant hasinspected the Temporary Premises and accepts the Temporary Premises in AS-IS condition. Tenantshall be permitted to occupy the Temporary Premises under all of the terms and conditions of theLease as amended herein. In the event that Tenant does not timely exercise the termination rightset forth in Paragraph 14 hereof, Tenant shall not be required to pay Fixed Annual Rent or itsProportionate Share for the Temporary Premises unless Tenant fails to vacate the Temporary Premiseson or before the “Temporary Premises Expiration Date”, namely nine (9) months followingreceipt of the Required Municipal Approvals or, if Tenant has delivered the Termination Notice toLandlord, then ten (10) business days following Tenant’s delivery to Landlord of the TerminationNotice. In the event that Landlord enters into a lease with a third party tenant for Suite 625 orSuite 865, then Landlord may relocate Tenant’s temporary use for such portion (s) of the TemporaryPremises to other comparable vacant premises in the Building. Landlord shall not, however, bepermitted to relocate Tenant’s use of Suite 2000 as a portion of the Temporary Premises. In theevent that Tenant requires additional temporary premises prior to Tenant’s occupancy of the SecondAmendment Expansion Space and has not tendered the Termination Notice, Landlord will reasonablyendeavor to accommodate such requirement.     19. Suite 2000 Condition. In anticipation of Landlord’s and Tenant’s entry into thisSecond Amendment, Landlord has previously spent approximately $48,230.00 in recarpeting andrepainting Suite 2000 and in conforming Suite 2000 to the premises plan set forth as *Exhibit “C”*.Tenant accepts Suite 2000 in AS-IS condition. For so long as Tenant occupies Suite 2000, it shallhave the right to use the furniture and furnishings listed in *Exhibit “D”*hereto (the “Suite2000 Furnishings”), which Landlord makes available to Tenant whereis, as-is, and without anywarranty with respect to serviceability or fitness. Tenant bears all risks of use of the Suite 2000Furnishings to the same extent that the Suite 2000 Furnishings were Tenant’s property. In the eventthat Tenant assigns the Lease as amended herein or subleases Suite 2000, however, its right to usethe Suite 2000 Furnishings shall be deemed to have expired on the effective date of such assignmentor
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sublease, and Landlord shall be permitted to remove the Suite 2000 Furnishings from Suite2000. On the Temporary Premises Expiration Date, or on the expiration or earlier termination ofTenant’s lease of the Second Amendment Premises if Tenant exercises the option to include Suite2000 part of the Second Amendment Premises, or on the date of any assignment of the Lease orsublease of Suite 2000, Tenant shall return the Suite 2000 Furnishings to Landlord in theircondition as of the date hereof, reasonable wear and tear only excepted.     20. Suite 2000 Expansion. With respect to Suite 2000 in the Building, Tenant may, bywritten notice to Landlord not later than the Temporary Premises Expiration Date, elect to makeSuite 2000 a part of its Premises under the Lease. In the event of such timely written notice toLandlord, Tenant shall commence paying Fixed Minimum Annual Rent for Suite 2000 on the datefollowing the Temporary Premises Expiration Date at the rate per square foot (as adjusted from timeto time) applicable to the Existing Premises under the Lease      , and Tenant’s Proportionate Shareand allocated parking spaces shall be proportionately adjusted to reflect the addition of Suite2000 to the Second Amendment Expansion Space; in the event Tenant elects to include Suite 2000 inthe Second Amendment Expansion Space Landlord and Tenant shall, within thirty (30) days followingthe Temporary Premises Expiration Date, enter into an amendment to the Lease confirming the mattersset forth in this paragraph and confirming the date that Tenant’s lease of Suite 2000 hascommenced.     21. Storage Space No. 12. Tenant’s lease of Storage Space No. 12 shall be extendeduntil April 30, 2015 under the terms and conditions set forth in the Original Lease.     22. Access to Premises. With respect to any portion of the Existing Premises or theSecond Amendment Expansion Space that comprises a full floor in the Building Landlord shall, at itssole cost and expense, install card readers in the Building’s elevators that limit access to suchfull floors so that employees of the other tenants in the Building shall not have access to suchfull floors.     23. Holdover. Section 8.09 of the Original Lease is hereby modified to provide that,in the event that Tenant holds over following the expiration or earlier termination of the Lease,it shall, for the first month of any such holdover period, pay Fixed Minimum Annual Rent and itsProportionate Share of Operating Expenses in an amount equal to one hundred twenty-five percent(125%) of the amounts due for the last month prior to the expiration date, for the second month onehundred fifty percent (150%) of the amounts due for the last month prior to the expiration dateand, thereafter, holdover rent equal to two hundred percent (200%) of the last month prior to theexpiration date.     24. Subordination and Attornment. Landlord shall use its best efforts, following thedate hereof, to obtain in favor of Tenant a subordination, nondisturbance and attornment agreementin favor of Tenant on the standard form of the mortgagee of the Building.     25. Assignment and Subletting. Section 15.04(d) of the Original Lease is herebydeleted, and the following replacement Section 15.04(d) shall be substituted in its place:15.04(d) Notwithstanding anything to the contrary contained herein, Tenant,without Landlord’s prior consent, but upon notice to Landlord includingevidence that such transferee has obtained the insurance required of Tenantherein and that such entity qualifies under the terms of this Section15.04(d), may (i) assign this Lease to, or sublet all or part of thePremises to, or permit a portion of the Premises to be occupied by, anycorporation or other business entity which controls, is controlled by, or isunder common control with Tenant (herein referred to as a “RelatedEntity”). Any assignment, subletting or occupancy by a Related Entityof Tenant shall not be deemed to relieve, release, impair or discharge anyof Tenant’s obligations hereunder.
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For the purposes hereof, “control” shall be deemed to mean possession,directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such corporation or other business entity,through the ownership of voting securities; and (ii) assign this Lease andthe leasehold estate hereby created to a Successor Entity of Tenant (ashereinafter defined). A “Successor Entity,” as used herein shallmean (x) a corporation or other business entity into which or with whichTenant, its successors or assigns, is merged or consolidated, in accordancewith applicable statutory provisions for the merger or consolidation ofcorporations, provided that by operation of law or by effective provisionscontained in the instruments of merger or consolidation, the liabilities ofthe corporations or other business entities participating in such merger orconsolidation are assumed by the corporation or other business entitysurviving such merger or consolidation, or (y) a corporation or otherbusiness entity acquiring all or substantially all of the assets oroutstanding shares of stock of Tenant, its corporate successors or assigns,including the leasehold estate created by this Lease, and assuming theobligations of Tenant under this Lease, or (z) any corporate successor orother business entity successor to a successor entity becoming such byeither of the methods described in subdivisions (x) and (y) above; providedthat (1) such merger or consolidation, or such acquisition and assumption,as the case may be, is not principally for the purpose of transferring theleasehold estate created hereby, and (2) immediately after giving effect toany such merger or consolidation, or such acquisition and assumption, as thecase may be, the successor corporation surviving such merger or created bysuch consolidation or acquiring such assets and assuming such liabilities,as the case may be, shall have a net worth, as determined in accordance withgenerally accepted accounting principles consistently applied, equal to orgreater than the net worth of Tenant as of the date of this SecondAmendment, as determined by Tenant’s audited financial statements for theyear ended December 31, 2004. The transfer of the outstanding capital stockof any corporate tenant (including but not limited to Tenant) shall not bedeemed an assignment of this Lease if such transfer shall be affected by thesale of stock through the “over-the-counter-market” or through anyrecognized domestic or foreign stock exchange.     26. Security Deposit. Section 15.21 of the Original Lease is hereby modified toprovide that Tenant shall deposit upon its execution hereof, a cash security deposit in the amountof $174,776.48.     27. Brokers. Landlord and Tenant each hereby warrants that they have had no dealingswith any real estate broker or agent in connection with the negotiation of this Second Amendmentother than CB Richard Ellis, Inc., which has represented Landlord (“Landlord’s Broker”),and MK Real Estate Group, which has represented Tenant (“Tenant’s Broker”). Tenant shall beresponsible for the compensation of Tenant’s Broker. Landlord and Tenant further warrant that theyknow of no other real estate broker or agent, other than that named above, who is entitled to areal estate commission in connection with this Second Amendment, and Tenant agrees to indemnifyLandlord against any claims for commission and expenses created by such claim by any other realestate broker or agent with whom the Tenant may have dealt or communicated.     28. Effect of Delivery. Landlord has delivered a copy of this Second Amendment toTenant for Tenant’s review only and the delivery hereof does not constitute an offer to Tenant oran option to lease. This Second Amendment shall not be effective until a copy executed by Landlordand Tenant, is returned to Tenant.
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     29. Ratification of Lease. Unless expressly modified herein, all terms and conditionsof the Lease are hereby ratified and reaffirmed in their entirety.     30. Lease in Full Force and Effect. Tenant represents, warrants and acknowledges thatthe Lease is unmodified, other than pursuant to the terms of this Second Amendment, and is in fullforce and effect as modified herein; that all rent has been paid through the date hereof; thatLandlord is not in default in the performance of any covenant, agreement or condition contained inthe Lease, as modified; and that Tenant has no defense to the payment of any amounts due under theLease, as modified.     31. Confidentiality. Landlord and Tenant will maintain the confidentiality of thisSecond Amendment and will not divulge the economic or other terms of this Second Amendment to anypersons, other than their officers, directors, partners or shareholders; attorneys, accountants andother professional consultants (all of which parties shall be bound by this confidentialityobligation); any governmental agencies; pursuant to subpoena or other legal process, or inaccordance with their legal or regulatory financial reporting requirements.(Execution page follows)
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     IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and yearfirst written above.
Signed, sealed and delivered