Exhibit 10.14


 


OFFICE
LEASE


 


PRINCIPAL LIFE INSURANCE COMPANY,


an Iowa corporation,


 


Landlord


 


AND


 


POLICY STUDIES INC.,


a Colorado corporation


 


Tenant


 


 


Regarding
the Premises Located at:


 


1875
Lawrence Street

Suite 1200

Denver, Colorado 80202


 

















 


TABLE
OF CONTENTS


 


	
  1.

  	
  Basic Lease Terms

  	
  Page 1

  
	
  2.

  	
  Demise, Term, Relocation

  	
  Page 3

  
	
  3.

  	
  Rent

  	
  Page 4

  
	
  4.

  	
  Taxes and Operating Expense
  Adjustment

  	
  Page 4

  
	
  5.

  	
  Building Services

  	
  Page 8

  
	
  6.

  	
  Tenant Repair

  	
  Page 10

  
	
  7.

  	
  Assignment and Subletting

  	
  Page 11

  
	
  8.

  	
  Transfer by Landlord

  	
  Page 13

  
	
  9.

  	
  Use of Premises

  	
  Page 13

  
	
  10.

  	
  Insurance 

  	
  Page 14

  
	
  11.

  	
  Observance of Law

  	
  Page 15

  
	
  12.

  	
  Waste and Nuisance

  	
  Page 16

  
	
  13.

  	
  Entry by Landlord 

  	
  Page 16

  
	
  14.

  	
  Release, Waiver and
  Indemnification

  	
  Page 16

  
	
  15.

  	
  Alterations

  	
  Page 17

  
	
  16.

  	
  Signs and Advertising

  	
  Page 18

  
	
  17.

  	
  Subordination to Mortgages
  and Deeds of Trust

  	
  Page 19

  
	
  18.

  	
  Estoppel Certificate

  	
  Page 19

  
	
  19.

  	
  Quiet Enjoyment

  	
  Page 20

  
	
  20.

  	
  Fixtures

  	
  Page 20

  
	
  21.

  	
  Damage or Destruction

  	
  Page 20

  
	
  22.

  	
  Condemnation

  	
  Page 21

  
	
  23.

  	
  Loss and Damage and Delay

  	
  Page 21

  
	
  24.

  	
  Default and Remedies

  	
  Page 22

  
	
  25.

  	
  Holding Over

  	
  Page 25

  
	
  26.

  	
  Notice

  	
  Page 25

  
	
  27.

  	
  Security Deposit

  	
  Page 25

  
	
  28.

  	
  Real Estate Brokers

  	
  Page 26

  
	
  29.

  	
  Miscellaneous Provisions

  	
  Page 26

  
	
  Execution Page

  	
  Page 29

  
	
  Rider to Lease

  	
  Page 30

  
	
  Exhibit A - Premises

  	
  Page 35

  
	
  Exhibit B - Legal
  Description

  	
  Page 36

  
	
  Exhibit C – Work
  Letter Agreement

  	
  Page 37

  
	
  Exhibit C-I – Space
  Plans by Waring

  	
  Page 41

  
	
  Exhibit D –
  Rules and Regulations

  	
  Page 43

  
	
  Exhibit E – Janitorial
  and Cleaning Services

  	
  Page 47

  
	
  Exhibit F – Parking

  	
  Page 48

  
	
  Exhibit G –
  Confirmation of Lease

  	
  Page 49

  



 

















 


STANDARD
OFFICE LEASE


 


(1875
Lawrence Street, Denver, Colorado)


 


THIS LEASE (“Lease”) is dated
for identification purposes only as of March 1, 2005, by and between
Principal Life Insurance Company, an Iowa Corporation (“Landlord”) and Policy
Studies Inc., a Colorado corporation (“Tenant”).


 


W
I T N E S S E T H:


 


ARTICLE I – BASIC LEASE TERMS


 


1.1           Landlord and Landlord’s Address for Notice:


 


Principal Capital Management


801 Grand Ave.


Des Moines, Iowa 50392-1370


Attn: Commercial Real Estate
Equities


 


With a copy to:


 


Trammell Crow
Services, Inc.


1875 Lawrence Street,
Suite 730


Denver, Colorado 80202


Attn: Cyndi Murren


Tel:             303-296-7622


Fax:            303-846-3237


 


1.2           Tenant and Tenant’s Address for Notice:


 


Policy Studies Inc.


1899 Wynkoop St.,


Suite 300, Denver CO
80202


ATTN: Facilities Director


 


1.3           Guarantor: None.


 


1.4           Premises: Suite No. 1200 of the Building
as shown on the floor plan attached hereto as Exhibit A.


 


1.5           Building: That certain property, building and
other improvements located at 1875 Lawrence Street, Denver, Colorado 80202. The
legal description of the Building is set forth in Exhibit B hereto.


 


1.6           Area of Premises: The Premises shall be deemed
to be 13,595 rentable square feet of space, which includes all leasable areas
of the twelfth floor of the Building.


 


1.7           Lease Term: Sixty-three (63) full calendar months and any partial month.


 


1.8           Commencement Date: The later of
(a) June 1, 2005, or (b) the Date of Substantial Completion of
the Initial Space, as provided in the Work Letter attached hereto as Exhibit C.


 


1.9           Expiration Date: August 31, 2010.


 


1

















 


1.10         Base Rent:


 


	
  Dates

  	
   

  	
  Approx. Rate/RSF/Year

  	
   

  	
  Monthly Installment

  	
   

  
	
  06/01/05 – 08/31/05

  	
   

  	
  $

  	
  0.00

  	
  *

  	
  $

  	
  0.00

  	
  *

  
	
  09/01/05 – 05/31/06

  	
   

  	
  $

  	
  17.00

  	
   

  	
  $

  	
  19,259.58

  	
   

  
	
  06/01/06 – 05/31/07

  	
   

  	
  $

  	
  17.50

  	
   

  	
  $

  	
  19,826.04

  	
   

  
	
  06/01/07 – 05/31/08

  	
   

  	
  $

  	
  18.00

  	
   

  	
  $

  	
  20,392.50

  	
   

  
	
  06/01/08 – 05/31/09

  	
   

  	
  $

  	
  18.50

  	
   

  	
  $

  	
  20,958.96

  	
   

  
	
  06/01/09 – 08/31/10

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  21,525.42

  	
   

  
										



 






*Such abatement shall apply solely to payment
of the monthly installments of Base Rent, and shall not be applicable to any
other charges, expenses or costs payable by Tenant under this Lease. Landlord
and Tenant agree that the abatement of rental and other payments contained in
this Section is conditional and is made by Landlord in reliance upon
Tenant’s faithful and continued performance of the terms, conditions and
covenants of this Lease and the payment of all monies due Landlord hereunder.
In the event that Tenant defaults under the terms and conditions of the Lease
beyond any applicable notice and cure period, all conditionally abated rental
and other payments shall become fully liquidated and immediately due and
payable at the rate of $17.00 per rentable square foot of space (without
limitation and in addition to any and all other rights and remedies available
to Landlord provided herein or at law and in equity).


 


1.11         Tenant’s Proportionate Share:           7.32%.


 


Estimates (subject to change)
of Tenant’s Proportionate Share of Operating Expenses and Taxes are as follows:


 


Calendar year 2004: $8.40

Calendar year 2005: $8.49


 


1.12         Base Year: Calendar year 2005.


 


1.13         Security Deposit: Ten Thousand Five Hundred
and No/100ths Dollars ($10,500.00).


 


1.14         Brokers:


 


	
  Landlord’s Broker:

  	
   

  	
  Trammell Crow
  Services, Inc.

  
	
   

  	
   

  	
  Crescent VII

  
	
   

  	
   

  	
  8390 East Crescent Parkway,
  Suite 300

  
	
   

  	
   

  	
  Greenwood Village, Colorado
  80111

  
	
   

  	
   

  	
  Attn: Jeff Castleton

  
	
   

  	
   

  	
   

  
	
  Tenant’s Broker:

  	
   

  	
  Oberndorf Properties LTD

  
	
   

  	
   

  	
  50 South Steele,
  Suite 510

  
	
   

  	
   

  	
  Denver, CO 80209

  



 


1.15         Landlord’s Management Agent and Address:


 


Trammell Crow
Services, Inc.


1875 Lawrence Street,
Suite 730


Denver, Colorado 80202


 


2

















 


1.16         Rent Payment Address:


 


Principal Life Insurance
Company


c/o Trammell Crow Denver, Inc.


Dept. 688


1875 Lawrence Street


Denver, Colorado 80291-0688


 


1.17         Parking Spaces: Thirteen (13) parking spaces
in such areas of the parking facilities associated with the Building as may be
reasonably designated by Landlord from time to time. None of the Parking Spaces
shall be assigned or reserved.


 


1.18         Monthly Parking Rent: $90.00 per month for the
Parking Spaces during the two (2) year period following the Commencement
Date. At any time thereafter Monthly Parking Rent may increase upon thirty (30)
days’ prior written notice to Tenant to Landlord’s then standard rate.


 


1.19         Permitted Uses: General office uses related to
business consulting in keeping with the first class nature of the Building.


 


1.20         Allowance: Two Hundred Ninety-Nine Thousand Ninety
and No/100ths Dollars ($299,090.00) (i.e., approximately $22.00 per rentable
square foot of space in the Premises), as more fully set forth in the Work
Letter, attached hereto as Exhibit C and incorporated herein by this reference.


 


ARTICLE 2 – DEMISE, TERM, RELOCATION


 


2.1           Demise. Landlord does hereby
lease to Tenant and Tenant hereby leases from Landlord the Premises, which
Premises are situated in the Building, together with a non-exclusive right
subject to the provisions hereof, to use all appurtenances thereto, including,
but not limited to, any plazas, common areas, walkways or other areas in the
Building or on the Property designated by Landlord for the exclusive or
non-exclusive use of tenants of the Building, all of which inclusive of the Building
are hereinafter collectively called the “Building”. Such letting and hiring is
upon and subject to the terms, conditions and covenants herein set forth, and
Tenant covenants as a material part of the consideration for this Lease to keep
and perform each and all of said terms, conditions and covenants by it to be
kept and performed and that this Lease is made upon the condition of such
performance.


 


2.2           Term. The term of this Lease
shall commence on the Commencement Date and expire on the Expiration Date
unless sooner terminated as provided in this Lease and except as provided in
the Work Letter attached hereto as Exhibit C.
If Landlord shall he unable to deliver possession of the Premises to Tenant on
the Commencement Date for any reason whatsoever, this Lease shall not be void
or voidable and Landlord shall not be subject to any liability for the failure
to deliver possession on said date nor shall such failure to deliver possession
on the Commencement Date affect the validity of this Lease or the obligations
of Tenant hereunder. Tenant’s entry into or occupancy of the Premises prior to
the Commencement Date for any purpose (including construction) shall be
governed by the terms and conditions of this Lease.


 


2.3           Supplemental Agreement. Within five (5) days
after the commencement of the term of this Lease, Tenant agrees to execute a
Supplemental Agreement to become a part hereof, setting forth the commencement
and termination dates of the term of this Lease.


 


2.4           Landlord’s Work.
Other than as set forth in Exhibit C, Landlord shall have no obligation for the
completion of the Premises and Tenant shall accept the Premises in its “AS IS”
condition as of the date Landlord delivers possession thereof in accordance
with the provisions hereof.


 


3

















 


2.5           Landlord’s Failure to Complete. Notwithstanding anything to the contrary
herein, if this Lease has not commenced on or before two (2) years from
the date hereof, then this Lease shall be automatically terminated without
notice. In the event of the termination of this Lease pursuant to the terms hereof,
neither party shall have any liability or obligation whatsoever to the other
except that any deposit of Tenant shall be promptly refunded, without interest,
by Landlord.


 


ARTICLE
3 - RENT


 


3.1           Base Rent. Tenant agrees to pay as Base Rent, Base Real Estate Taxes and
Operating Expenses, as defined in Article 4, without notice, deduction,
set-off or abatement to Landlord at the Building, or such other address as
Landlord may notify Tenant of in writing, in lawful money of the United States
payable in advance on the first day of each month. If the Lease Term commences
or terminates on a day other than the first or last day of a calendar month
respectively, then the installments of Base Rent for such month or months shall
be prorated and the installments so prorated shall be paid in advance.


 


3.2           Additional Rent. Any other sums of money or charges to be
paid by Tenant pursuant to the provisions of this Lease may be designated as “Additional
Rent”. All Additional Rent shall be paid without offset or demand, unless
otherwise specifically set forth herein. A failure to pay Additional Rent shall
be treated in all events as the failure to pay rent.


 


3.3           Prepayment of First Month’s Rent. Simultaneously with the execution hereof
Tenant has deposited with Landlord a sum equal to the Base Rent for the first
full month of the Lease Term, which shall be applied to the first month’s Rent
as same becomes due and payable.


 


ARTICLE
4 - TAXES AND OPERATING EXPENSE ADJUSTMENT


 


4.1           Definitions. The following terms shall have the following meanings with respect to
the provisions of this Section 4.1:


 


(a)           “Base Real Estate Taxes and Operating
Expenses” shall mean the actual operating expenses and real estate taxes for
the Base Year.


 


(b)           “Tenant’s Proportionate Share” shall be as set
forth in Section 1.11 above. At such time, if ever, any space is added to
the Premises as hereinbelow provided, Tenant’s Proportionate Share shall be
increased accordingly.


 


(c)           “Real Estate Taxes” shall include (a) any
form of assessment (including any 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 the Premises, the Building or Property or any legal
or equitable interest of Landlord therein; (b) any tax on Landlord’s right
to rent or other income from the Premises or against Landlord’s business of
leasing the Premises; and (c) any assessments, tax, fee, levy or charge in
substitution, partially or totally, of or in addition to any assessment, tax,
fee, levy or charge previously included within the definition of Real Estate
Taxes which may be imposed by governmental agencies for such services as fire
protection, street, sidewalk and road maintenance, refuse removal and for other
governmental services formerly provided without charge to property owners or
occupants. It is the intention of Landlord and Tenant that all such new and
increased assessments, taxes, fees, levies and charges be included within the
definition of Real Estate Taxes for purposes of this Lease. The following shall
also be included within the definition of Real Estate Taxes for purposes of
this Lease, provided, however, that Tenant shall pay Landlord the entire amount
thereof: (i) any tax allocable to or measured by the area of the Premises
or the rental payable hereunder, including without limitation, any gross
income, privilege, sales or excise tax levied by the State, any political


 


4

















 


subdivision thereof, city,
municipal or federal government, with respect to the receipt of such rental, or
upon or with respect to the possession, leasing, operating, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any
portion thereof; and (ii) any tax upon this transaction or any document to
which Tenant is a party, creating or transferring an interest or an estate in the
Premises. “Real Estate Taxes” shall not include Landlord’s federal or state
income, franchise, inheritance or estate taxes. “Real Estate Taxes” included in
this definition mean taxes or assessments in the year assessed, without regard
to the year in which same become due or payable.


 


(d)           “Operating Expenses” shall mean any and all
costs, liabilities and expenses of any kind or nature related directly or
indirectly to the ownership, operation, repair, and/or maintenance of the
Building. Without limitation to the generality of the foregoing, Operating
Expenses shall specifically include the cost of the following: building
supplies, window cleaning, energy for the Building such as propane, butane,
natural gas, steam, electricity, solar energy and fuel oil; the costs of water
and sewer service, janitorial services, both interior and exterior; general
maintenance and repair of the Building, including the heating and air
conditioning systems and structural components of the Building; landscaping;
maintenance, repair and striping of all parking areas; insurance, including
fire and extended coverage and public liability insurance and any rental
insurance and all risk insurance carried by Landlord; labor for the operation
and maintenance of the Building, including wages, benefits and other payments;
costs to Landlord for Worker’s Compensation and disability insurance; payroll
taxes and welfare fringe benefits; professional management, legal, accounting,
inspection and consultation fees incurred in connection with the Building; new
capital improvements to the Building, provided that the same are for the
purpose of reducing operating expenses (such as energy conservation) or as may
be required by governmental entities and shall be amortized over the applicable
useful life with interest in accordance with such reasonable life and
amortization schedules as shall be determined by Landlord in accordance with
generally accepted accounting principles. Notwithstanding the foregoing,
Operating Expenses shall not include:


 


(1)             Principal or interest payments with respect to
mortgages against the Building;


 


(2)             Ground lease payments or any other payments
under any superior lease;


 


(3)             Depreciation and amortizations, except as
provided herein all as determined in accordance with generally accepted
accounting principles and sound real estate practices, consistently applied,
and when depreciation or amortization is permitted or required, the item shall
be amortized over its reasonably anticipated useful life;


 


(4)             Capital improvements or replacements to the
extent not amortized over the applicable useful life, or new capital
improvements other than those allowed above;


 


(5)             Charges for special items or services billed
separately to (and in addition to Expense Adjustment Statements) and paid by
tenants of the Building;


 


(6)             Costs of any items to the extent Landlord
receives reimbursement from insurance proceeds from Landlord’s or Tenant’s
insurance carriers or from a third party;


 


(7)             The cost of providing any service directly to
and paid directly by any tenant (other than through Operating Expense pass
through provisions), and the cost of services provided selectively to one or
more tenants of the Building (other than Tenant) without reimbursement;


 


(8)             Marketing costs, including leasing
commissions, attorneys’ fees (in connection with the negotiation and
preparation of letters, deal memos, letters of intent, leases, subleases and/or
assignments), space planning costs, and other costs and expenses incurred in
connection with lease, sublease and/or


 


5

















 


assignment negotiations and transactions with
present or prospective tenants or other occupants of the Building;


 


(9)           Costs, including permit, license and
inspection costs, incurred with respect to the installation of tenant
improvements made for new tenants in the Building, or incurred in renovating or
otherwise improving, modifying, decorating, painting or redecorating vacant
space for occupancy by tenants or other occupants of the Building;


 


(10)         Costs associated with the operation of the
business of the ownership or entity which constitutes “Landlord”, as the same
are distinguished from the costs of operating the Building including, but not
limited to, costs of defending any lawsuits with any mortgagee, legal fees
incurred in the negotiation and enforcement of tenant leases and costs of
selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s
interest in the Building;


 


(11)         The wages of any employee above the grade of
building manager;


 


(12)         The cost of services provided by Landlord’s
affiliates to the extent that such costs would exceed the costs of such
services rendered by unaffiliated third parties on a competitive basis;


 


(13)         Fines, penalties and interest incurred as a
result of Landlord’s negligence or willful misconduct;


 


(14)         Any bad debt loss, rent loss, or reserves for
bad debts or rent loss; or


 


(15)         Landlord’s cost of electricity and other
services which it has sold to tenants and for which Landlord has been
reimbursed.


 


(e)           “Lease Year” shall mean each twelve month
period subsequent to the Commencement Date.


 


(f)            “Variable Operating Expenses” shall mean those
Operating Expenses which vary with occupancy levels or which vary with areas
serviced based upon occupied Rentable Area.


 


4.2           Payments of Taxes and Operating Expenses.
In addition to Base Rent, Tenant shall reimburse Landlord for Real Estate Taxes
and Operating Expenses for the Building as hereinafter set forth. It is hereby
agreed that during each Lease Year of the Lease Term hereof, Tenant shall pay
to Landlord Tenant’s Proportionate Share of the amount of increase in the
Operating Expenses and Real Estate Taxes over Tenant’s Proportionate Share of
the Base Real Estate Taxes and Base Operating Expenses. It is agreed that
Tenant shall, during each calendar year in which the term of this Lease
commences pay to Landlord an estimate of Tenant’s Proportionate Share of such
increased Real Estate Taxes and Operating Expenses, if any, as hereinafter set
forth. Beginning with the first calendar year following the year in which this
Lease commenced, Tenant shall pay to Landlord each month on the first day of
the month an amount equal to one-twelfth (1/12) of the increase, if any, in
Tenant’s Proportionate Share of the Operating Expenses for the new calendar
year as reasonably estimated by Landlord over Tenant’s Proportionate Share of
the Base Real Estate Taxes and Operating Expenses, with an adjustment to be
made between the parties at a later date as hereinafter provided. Furthermore,
Landlord may from time to time but no more than three (3) times during any
Lease Year furnish Tenant with notice of a re-estimation of the Real Estate
Taxes and Operating Expenses and Tenant shall commence paying its re-estimated
Proportionate Share on the first day of the month following receipt of said
notice. As soon as practicable following the end of any calendar year, Landlord
shall submit to Tenant a statement setting forth the exact amount of the
increase, if any, in Tenant’s Proportionate Share of the Real Estate Taxes and
Operating Expenses for the calendar year just completed over Tenant’s
Proportionate Share of the Base Real Estate Taxes and Operating Expenses, and
the difference, if any, between Tenant’s actual Proportionate Share of the Real
Estate Taxes and Operating Expenses for the calendar year just completed and


 


6

















 


the  estimated amount of Tenant’s Proportionate
Share of the Real Estate Taxes and Operating Expenses (which was paid in accordance with this subparagraph)
for such year. Such statement shall also set forth the amount of the estimated
Real Estate Taxes and Operating Expenses reimbursement for the new calendar
year computed in accordance with
the foregoing provisions. To the extent that Tenant’s Proportionate Share of
the actual Real Estate Taxes and Operating Expenses for the period covered by
such statement are higher than the estimated increases which Tenant previously
paid during the calendar year just completed, Tenant shall pay to Landlord the
difference in cash within thirty (30) days following receipt of said statement
from Landlord. To the extent that Tenant’s Proportionate Share of the actual
Real Estate Taxes and Operating Expenses for the period covered by the
Statements are less than the estimated increases which Tenant previously paid
during the calendar year just completed, Landlord may at its option either
refund said amount in cash to Tenant or credit the difference against Tenant’s
next accruing Base Rent or Additional Rent. In addition, with respect to the
monthly reimbursement, until Tenant receives such statement, Tenant’s monthly
reimbursement for the new calendar year shall continue to be paid at the then
current rate, but Tenant shall commence payment to Landlord of the monthly
installments of reimbursement on the basis of the statement beginning on the
first day of the month following the month in which Tenant receives such
statement.


 


Tenant’s obligation with respect to its
proportionate share of the Real Estate Taxes and Operating Expenses shall
survive the expiration or early termination of this Lease and Landlord shall
have the right to retain the Security Deposit, or so much thereof as it deems
necessary, to secure payment of Tenant’s Proportionate Share of the actual Real
Estate Taxes and Operating Expenses for the portion of the final year of the Lease
during which Tenant was obligated to pay such expenses. If Tenant occupies the
Premises for less than a full calendar year during the first or last calendar
years of the term hereof, Tenant’s Proportionate Share for such partial year
shall be calculated by proportionately reducing the Base Real Estate Taxes and
Operating Expenses to reflect the number of months in such year during which
Tenant occupied the Premises (the “Adjusted Base Real Estate Taxes and
Operating Expenses”). The Adjusted Base Real Estate Taxes and Operating
Expenses shall then be compared with the actual Real Estate Taxes and Operating
Expenses for said partial year to determine the amount, if any, of any
increases in the actual Real Estate Taxes and Operating Expenses for such partial
year over the Adjusted Base Real Estate Taxes and Operating Expenses. Tenant
shall pay its Proportionate Share of any such increases within thirty (30) days
following receipt of notice thereof.


 


Tenant shall have the right but not more than
once per annum, at any time within one hundred twenty (120) days after a
statement of actual Real Estate Taxes and Operating Expenses for a particular
calendar year has been rendered by Landlord as provided herein, at Tenant’s
sole cost and expense, to examine Landlord’s books and records during normal
business hours, at Landlord’s office relating to the determination of such Real
Estate Taxes and Operating Expenses. Unless Tenant objects to the statement
herein within said one hundred twenty (120) days following receipt of
Landlord’s statement, such statement and adjustment shall be deemed conclusive.


 


4.3           Gross Up of Operating Expenses.
If at any time the Building is not fully occupied or Landlord is not supplying
services to all rentable areas of the Building during an entire calendar year,
then Landlord may adjust actual Operating Expenses to Landlord’s reasonable
estimate of that amount, which would have been paid or incurred by Landlord as
Operating Expenses had the Building been fully occupied or serviced, and the
Operating Expenses as so adjusted shall be deemed to be the actual Operating
Expenses for such calendar year, provided that in such case that a similar
adjustment is also made to the Base Year Operating Expenses. If Landlord does
not furnish during any applicable period any particular work or service (the
cost of which, if performed by Landlord, would constitute an Operating Expense)
to a tenant which has undertaken to perform such work or service in lieu of the
performance thereof by Landlord, then Operating Expenses shall be deemed to be
increased by an amount equal to the additional expense which would reasonably
have been incurred during such period by Landlord if it had, at its cost,
furnished such work or service to such tenant. The provisions of the preceding
sentences will apply only to those Operating Expenses that either vary with
occupancy or by reason of one or more tenants not receiving goods or services
the cost of which constitutes all or part of such Operating Expenses.


 


7
















 


4.4                                 Reimbursement Survives Termination. In the event of the termination of this
Lease by expiration of the stated term or for any other cause or
reason whatsoever prior to the determination of rental adjustment as hereinafter
set forth, Tenant’s agreement to reimburse Landlord up to the time of
termination shall survive termination of the Lease and Tenant shall pay any
amount due to Landlord within fifteen (15) days after being billed therefor. In
the event of the termination of this Lease by expiration of the stated term or
for any other cause or reason whatsoever, except default by Tenant of any of
the terms or provisions of this Lease, prior to the determination of rental
adjustments as hereinabove set forth, Landlord’s agreement to refund any excess
additional rental paid by Tenant up to the time of termination shall survive
termination of the Lease and Landlord shall pay the amount due to Tenant within
fifteen (15) days of Landlord’s determination of such amount. This covenant
shall survive the expiration or termination of this Lease.


 


If
the last year of the term of this Lease ends on any day other than the last day
of December, any payment due to Landlord by reason of any increase in Real
Estate Taxes and Operating Costs shall be prorated on the basis by which the
number of days in such partial year bears to 365.


 


Any
failure of Landlord to furnish Tenant with an estimate of its Proportionate
Share of Real Estate Taxes and Operating Expenses or any statements as set
forth in  this Article 4 shall not act to relieve Tenant
of its liability therefor; and with respect to any deficiencies, Tenant agrees
to pay same within thirty (30) days of written demand from Landlord.


 


ARTICLE
5 - BUILDING SERVICES


 


5.1                                 Standard Services. Landlord agrees to furnish to the Premises
during regular business hours from 7:00 a.m. to 6:00 p.m. Mondays through
Fridays and from 8:00 a.m. to 1:00 p.m. Saturdays, except for
holidays as the  same are determined by Landlord,
and subject to the rules and regulations of the Building, heat and air
conditioning for the use and occupancy of the Premises, passenger elevator
service and freight elevator service, subject to scheduling by Landlord
provided, however, that a passenger elevator shall always be available to
Tenant. Landlord shall also furnish: (i) electric current to be supplied
for lighting the Premises and public halls, and for the operation of ordinary
office equipment, exclusive of equipment that is not standard or is in
above-standard quantities generally for tenants of the Building, (ii) janitorial
and cleaning services substantially as set forth in Exhibit E,
and (iii) domestic water in reasonable quantity. Elevator service shall
mean service either by non-attended automatic elevators or elevators with
attendants at the option of Landlord. Landlord shall also furnish, at rates set
from time to time as solely determined by Landlord, heating and air
conditioning and such other items as are not provided for herein, provided
Tenant gives Landlord not less than forty-eight (48) hours notice of Tenant’s
needs for such additional heating or air conditioning. The current over-time HVAC
service rate is $75 per hour per floor, which amount is subject to change.
Landlord shall also, at said times, maintain and keep lighted the common
stairs, entries, and toilet rooms in the Building that would reasonably be
subject to use by Tenant, its agents and employees during other than regular
business hours. Landlord also has the right to charge Tenant for energy costs
incurred because of Tenant’s above Building average usage or by reason of usage
of the Premises or the Building during other than regular business hours.


 


5.2                                 Interruption of Standard Services. Tenant agrees that Landlord shall not be
liable for failure to supply any heating, air conditioning, elevator,
janitorial services, electric current, or any other service described in this
Lease during any period when Landlord uses reasonable diligence to restore or
to supply such services or electric current, it being further agreed that
Landlord reserves the right to temporarily discontinue such services or any of
them, or electric current at such times as may be necessary by reason of
accident, unavailability of employees, repairs, alterations, or improvements,
or whenever by reason of strikes, lockouts, riots, acts of God or any other
happening or occurrence beyond the reasonable control of Landlord. If Landlord
is unable to furnish such services or electric current, Landlord shall not be
liable for damages to persons or property for any such discontinuance, nor
shall such discontinuance in any way be construed as a constructive or actual
eviction of Tenant or cause an abatement of rent or operate to release Tenant
from any of Tenant’s obligations


 


8

















 


hereunder.
Landlord’s obligation to furnish services or electric current shall be
conditioned upon the availability of adequate energy sources from the public
utility companies presently serving the Building. Landlord shall have the right
to reduce heating, cooling or lighting within the Premises and in the public
area in the Building as required by any mandatory or voluntary fuel or
energy-saving program. Furthermore, due to Colorado Energy Code Design Requirements,
Tenant hereby acknowledges that it may on certain days experience discomfort
with the heating and air conditioning cycle, and Landlord shall have no
responsibility or liability therefor.


 


If
Landlord fails to provide any essential Building services specifically required
to be provided by Landlord under the lease (i.e., water, electricity, sewer,
elevator service, HVAC, restrooms, loss of life safety systems, failure of fire
code compliance), and such interruption of service
renders the Premises or any portion of the Premises untenantable for a period
of five (5) consecutive business days following Landlord’s receipt of written
notice from Tenant of such interruption of service, the Rent shall abate in
proportion to the area of the Premises that is rendered untenantable. Such
abatement period shall commence upon the expiration of said five (5) business
day period. No such abatement shall be provided if such interruption of service
is caused by the negligence or willful misconduct of Tenant, its agents,
employees, contractors, subtenants, invitees or assignees or by an act of God,
or by matters not within the control of Landlord (including without limitation
the interruption of electrical service to the Building through no fault of
Landlord). The Premises shall be considered untenantable if Tenant cannot use
the Premises or portion thereof affected in the conduct of its normal business
operations as a result of said interruption of service to the Premises. It is
agreed and understood that Tenant shall not use or be entitled to use the Premises or portion thereof affected to conduct its normal business
operations during any day for which Landlord is obligated to abate rent
hereunder. The abatement herein provided shall he Tenant’s sole and exclusive
remedy for interruption of service. Landlord agrees to use its reasonable
efforts to restore such services as soon as possible. Tenant agrees to fully
cooperate with Landlord in remedying any such interruption of essential
Building services. The terms and conditions of this Section 5 shall not
apply to situations contemplated under provisions of the Lease pertaining to
condemnation, eminent domain, damage or destruction elsewhere described in the
Lease.


 


5.3                                 Services Paid by Tenant.
Unless otherwise provided by Landlord, Tenant shall separately arrange with the
applicable local public authorities or utilities, as the case may be, for the
furnishing of and payment for all telephone services as may be required by
Tenant in the use of the Premises. Tenant shall directly pay for such telephone
services, including the establishment and connection thereof, at the rates
charged for such services by said authority or utility, and the failure of
Tenant to obtain or to continue to receive such services for any reason whatsoever shall not relieve Tenant of any of its obligations
under this Lease.


 


5.4                                 Above-Standard Service Requirements.
if heat - generating machines or equipment, including telephone equipment,
cause the temperature in the Premises, or any part thereof, to exceed the
temperatures the Building’s air conditioning system would be able to maintain
in such Premises were it not for such heat generating equipment, then Landlord
reserves the right to install supplementary air conditioning units in the
Premises, and the cost thereof, including the cost of installation and the cost
of operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord.


 


Tenant
shall not, without the written consent of Landlord, not to be unreasonably
withheld, use any apparatus or device which will in any way increase the amount
of electricity or water which Landlord determines to be reasonable for use of
the Premises as general office space, nor connect with electric current (except
through existing electrical outlets in the Premises) or water pipes any apparatus
or device for the purposes of using electric current, other energy or water.
Landlord shall have the right to install one or more separately submetered
electrical circuits to serve all of Tenant’s equipment, machinery or appliances
which equipment, machinery or appliances requires electrical current supplied
to the Premises for general office purposes as the same is determined by Landlord
which costs of submetering shall be payable by Tenant to Landlord upon demand.
Tenant agrees to reimburse Landlord for the submetered
electrical current utilized by Tenant at the rates charged to
Landlord to purchase electrical current for the Building, such reimbursement to
be made


 


9

















 


within
fifteen (15) days of the date of the billing therefor; such billing to occur no
more frequently than monthly.


 


5.5                                 Cleaning. Tenant shall not provide
any janitorial or cleaning services without Landlord’s written consent not to be unreasonably withheld, and then only subject to supervision of Landlord,
at Tenant’s sole responsibility, and by a janitorial or cleaning contractor or employees at all times satisfactory to Landlord.
Landlord shall provide janitorial and cleaning services substantially as set
forth on Exhibit E.


 


5.6                                 Re-Lamping. Landlord shall have the exclusive right to make any replacement of
electric light bulbs, fluorescent tubes and ballasts in the Building throughout
the Primary Lease Term and any renewal thereof. Landlord may adopt a system of
relamping and reballasting periodically on a group basis in accordance with
good management practice.


 


ARTICLE
6 - TENANT REPAIR


 


6.1                                 Damage by Tenant.
If the Building, the Premises or any portion thereof including but not limited
to the elevators, boilers, engines, pipes and other apparatus, or members of
elements of the Building (or any of them) used for the purpose of climate
control of the Building or operating the elevators, or if the water pipes,
drainage pipes, electric lighting or other equipment of the Building or the roof
or outside walls of the Building or parking facilities of Landlord and also
Tenant Finish including but not limited to the carpet, wall covering, doors and
woodwork, become damaged or are destroyed through the negligence, carelessness
or misuse of Tenant, its servants, agents, employees or anyone permitted by
Tenant to be in the Building, or through him or them, then the cost of the
necessary repairs, replacements or alterations shall be borne by Tenant who
shall forthwith pay the same on demand to Landlord as Additional Rent. Landlord
shall have the exclusive right, but not the obligation, to make any repairs
necessitated by such damage.


 


6.2                                 Maintenance. Tenant shall keep the
Premises in as good order, condition and repair as when they were entered upon,
ordinary wear and tear excepted. If
Tenant fails to keep the Premises
in such good order, condition and repair as required hereunder to the
satisfaction of Landlord, Landlord may restore the Premises to such good order
and condition and make such repairs without liability to Tenant for any loss or
damage that may accrue to Tenant’s property or business by reason thereof, and
upon completion thereof, Tenant shall pay to Landlord, as Additional Rent, upon
demand, the cost of restoring the Premises to such good order and condition and
of the making of such repairs.


 


6.3                                 Good Condition.
Tenant shall leave the Premises at the end of each Business Day in a reasonably
tidy condition for the purpose of allowing the performance of Landlord’s
cleaning services hereinafter described.


 


6.4                                 Surrender. Tenant shall deliver, at
the expiration of the Term hereof or upon sooner termination of the Term, the
Premises in good repair as aforesaid and in a state of broom cleanliness,
reasonable wear and tear excepted. At all times during the term of this Lease,
Tenant shall ensure that all wiring and cabling that it installs within the
Premises or Building complies with all provisions of local fire and safety
codes, as  well as with the National Electric Code. Further, upon the expiration or
sooner termination of the Term, Tenant shall remove all wiring and cabling
within the Premises and the Building (including the plenums, risers and
rooftop) placed there by or at the direction of Tenant, unless excused in
writing by Landlord. Without limitation to the remedies available to Landlord
in the event that Tenant fails to comply with the terms and conditions of this
subsection, Tenant shall forfeit such sums from the Security Deposit (or
otherwise pay to Landlord) an amount that Landlord reasonably believes
necessary for the removal and disposal of any such wires and cabling.


 


6.5                                 Broken Glass. Tenant shall pay on
demand the cost of replacement with identical quality, size and characteristics
of glass broken on the Premises, including glass windows and doors of the
Premises (excluding perimeter windows in the exterior walls) during the
continuance of this Lease, unless the glass shall be broken by Landlord, its
servants, employees or agents acting on its behalf.


 


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ARTICLE
7 - ASSIGNMENT AND SUBLETTING


 


7.1                                 Landlord’s Consent. Tenant shall not sell, assign, encumber,
mortgage or transfer this Lease or any interest therein, sublet or permit the
occupancy or use by others of the Premises or any part thereof, or allow any
transfer hereof of any lien upon Tenant’s interest by operation of law or
otherwise (collectively, a “Transfer”) without the prior written consent
of Landlord, which consent shall not be unreasonably withheld. Without limiting
Landlord’s right to withhold such consent, the withholding of such consent may
be based upon, but not limited to, the following:


 


(a)                                  In the reasonable judgment of Landlord, the
subtenant or assignee (A) is of a character or engaged in a business, or
proposes to use the Premises in a manner which is not in keeping with the
standards of Landlord for the Building, or (B) has an unfavorable
reputation or credit standing;


 


(b)                                 Either the area of the Premises to be sublet
or the remaining area of the Premises is not regular in shape with appropriate
means of ingress or egress suitable for normal renting purposes;


 


(c)                                  Tenant is in Default under this Lease;


 


(d)                                 [Intentionally Omitted];


 


(e)                                  The proposed sublessee or assignee is a person
or entity with whom Landlord is then negotiating to lease space in the
Building; or


 


(f)                                    The proposed assignment or sublease instrument
does not have the substance or form which is reasonably acceptable to Landlord.


 


If
Landlord consents to such sublet or assignment, such consent shall be expressly
contingent upon Tenant’s payment to Landlord, as Rent, Landlord’s costs and
expenses incurred in connection therewith, including, but not limited to,
reasonable attorney’s fees and Landlord’s construction supervision fee, if
applicable. Any Transfer which is not in compliance with the provisions of this
Article shall, at the option of Landlord, be void and of no force or
effect.


 


7.2                                 Notice to Landlord.  Tenant
shall provide written notice of the proposed assignee, sublettee or transferee,
as applicable, which notice shall provide Landlord with (i) the name and
address of the proposed subtenant, assignee, pledgee, mortgagee or transferee, (ii) a
reasonably detailed description of such person or entity’s business, (iii) detailed
financial references for such person or entity, (iv) a true and complete
copy of the proposed sublease, assignment, pledge, mortgage or other conveyance
and all related documentation, and (v) such other information as Landlord
may reasonably require.


 


7.3                                 Landlord’s Right of Recapture.  Tenant
shall, by written notice in the form specified in the following sentence,
advise Landlord of Tenant’s intention on a stated date (which shall not be less
than thirty (30) days after date of Tenant’s notice) to sublet, assign, mortgage
or otherwise Transfer any part or all of the Premises or its interest therein
for the balance or any part of the Term, and, in such event, Landlord shall
have the right, to be exercised by giving written notice to Tenant within ten (10) business
days after receipt of Tenant’s notice, to recapture the space described in
Tenant’s notice and such recapture notice shall, if given, cancel and terminate
this Lease with respect to the space therein described as of the date stated in
Tenant’s notice. If Tenant’s notice shall cover all of the space hereby
demised, and Landlord shall elect to give the aforesaid recapture notice with
respect thereto, then the Term shall expire and end on the date stated in
Tenant’s notice as fully and completely as if that date had been herein
definitely fixed for the expiration of the Term. If, however, this Lease is
terminated pursuant to the foregoing with respect to less than the entire
Premises, the Base Rent and Additional Rent then in effect shall be adjusted on
the basis of the number of rentable square feet retained by


 


11

















 


Tenant
in proportion to the original Rentable Area of the Premises, and this Lease as
so amended shall continue thereafter in full force and effect. In such event,
Tenant shall pay the cost of erecting demising walls and public corridors and
making other required modifications to physically separate the portion of the
Premises remaining subject to this Lease from the rest of the Premises. If
Landlord, upon receiving Tenant’s notice that it intends to sublet or assign
any such space, shall not exercise its right to recapture the space described
in Tenant’s notice, Landlord will, as hereinabove provided, determine whether
to approve Tenant’s request to sublet or assign the space covered by its notice.
Notwithstanding the above, Landlord’s right of recapture shall not apply to any
entity Tenant desires to sublease to who may be a related or affiliated entity
or entity with whom Tenant does mutual business activity.


 


7.4                                 Excess Rent. If Tenant individually, or as debtor or debtor in possession or if a
trustee in bankruptcy acting on behalf of Tenant pursuant to the Bankruptcy
Code, 11 U.S.C. 101 et seq., shall sublet or assign the Premises or any part
thereof or assign any interest in this Lease at a rental rate (or additional
consideration) in excess of the then current Monthly Base Rent and Adjustments
per rentable square foot, fifty percent (50%) of said excess Rent (or
additional consideration) shall be and become the property of Landlord and
shall be paid to Landlord as it is received by Tenant, less Tenant’s reasonable
brokerage (excluding commissions paid to brokers who are Tenant’s affiliates),
legal and other expenses (“Tenant’s Costs”) incurred in connection with such
assignment or, in the case of a sublease, less the monthly Proportionate Share
of such Tenant’s Costs as determined by dividing such Tenant’s Costs by the
number of months in the term of such sublease. If Tenant shall sublet the
Premises or any part thereof, Tenant shall be responsible for all actions and
neglect of the subtenant and its officers, partners, employees, agents, guests
and invitees as if such subtenant and such persons were employees of Tenant.
Nothing in this Section shall be construed to relieve Tenant from the
obligation to obtain Landlord’s prior written consent to any proposed sublease.


 


7.5                                 Included Transfers. If Tenant is a partnership, a withdrawal or
change, whether voluntary, involuntary or by operation of law or in one or more
transactions, of partners owning a controlling interest in Tenant shall be
deemed a voluntary assignment of this Lease and subject to the provisions of
this Article. If Tenant is a corporation, any dissolution, merger,
consolidation or other reorganization of Tenant, or the sale, transfer or
redemption of a controlling interest of the capital stock of Tenant in one or
more transactions, shall be deemed a voluntary assignment of this Lease and
subject to the provisions of this Article. However, the preceding sentence
shall not apply to corporations the stock of which is traded through a national
or regional exchange or over-the-counter. Neither this Lease nor any interest
therein nor any estate created thereby shall pass by operation of law or otherwise
to any trustee, custodian or receiver in bankruptcy of Tenant or any assignee
for the assignment of the benefit of creditors of Tenant.


 


7.6                                 No Waiver. The consent by Landlord to any Transfer shall not be construed as a
waiver or release of Tenant from liability for the performance of all covenants
and obligations to be performed by Tenant under this Lease, and Tenant shall
remain liable therefor, nor shall the collection or acceptance of Rent from any
assignee, subtenant or occupant constitute a waiver or release of Tenant from
any of its obligations or liabilities under this Lease. Any consent given
pursuant to this Article shall not he construed as relieving Tenant from
the obligation of obtaining Landlord’s prior written consent to any subsequent
assignment or subletting.


 


7.7                                 [Intentionally Omitted]


 


7.8
                              Document Review. All documents utilized by Tenant to evidence
any subletting or assignment for which Landlord’s consent has been requested,
shall be subject to prior approval by Landlord or its attorney. Tenant shall
pay on demand all of Landlord’s costs and expenses, including reasonable
attorney’s fees, incurred in determining whether or not to consent to any
requested subletting or assignment and for the review and approval of such
documentation.


 


12

















 


ARTICLE
8 - TRANSFER BY LANDLORD. In the event of a sale,
conveyance, or assignment by Landlord of Landlord’s interest in the Building
(other than a transfer for security purposes only), Landlord shall be relieved
from and after the date specified in any such notice of transfer or assignment
of all of Landlord’s obligations and liabilities accruing thereafter on the
part of Landlord, and Tenant agrees to look only toward such assignee or
transferee of Landlord’s interest, provided Landlord has transferred Tenant’s
security deposit (if any).


 


ARTICLE
9 - USE OF PREMISES


 


9.1                                 Use. Except as expressly permitted by prior written consent of Landlord,
the Premises shall not be used other than for the purposes set forth in Article 1.
All use of the Premises shall comply with the terms of this Lease and all
applicable laws, ordinances, regulations or other governmental ordinances from
time to time in existence.


 


9.2                                 Compliance with Rules and Regulations.
Tenant and employees and all persons visiting or doing business with Tenant in
the Premises shall be bound by and shall observe the reasonable Rules and
Regulations as set forth in Exhibit D,
attached hereto and made a part hereof, which may, at Landlord’s sole discretion,
be promulgated, amended, or expanded from time to time in a non-discriminatory
manor during the Lease term by Landlord relating to the Building and/or the
Premises of which notice in writing shall be given to Tenant within thirty (30)
days of such clause at which time they will become effective and all such rules and
regulations as changed from time to time shall be deemed to be incorporated
into and form a part of this Lease. Any default in the performance or
observance of such rules and regulations shall be a default hereunder and
Landlord shall have all remedies provided for in this Lease in the event of default by Tenant, Landlord however, shall not be responsible
to Tenant for nonobservance by any other tenant or person of any
tenant or person of any such rules and regulations. Landlord shall enforce
such rules and regulations on a non-discriminatory basis.


 


9.3                                 Hazardous Substance.
The term “Hazardous Substances,” as used in this lease shall mean
pollutants, contaminates, toxic or hazardous wastes, or any other substances
the use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any
“Environmental Law,” which term shall mean any federal, state or
local law, ordinance or other statute of a governmental or
quasi-governmental authority relating to pollution or protection of the
environment. Tenant hereby agrees that (i) no activity will be conducted
on the Premises that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course of Tenant’s business activities
(the “Permitted Activities”) provided said Permitted Activities are conducted
in accordance with all Environmental Laws and have been approved in advance in
writing by Landlord; Tenant shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (ii) the Premises
will not be used in any manner
for the storage of any Hazardous Substances except for the temporary storage of
such materials that are used in the ordinary course of Tenant’s business (the
“Permitted Materials”) provided such Permitted Materials are properly stored in
a manner and location meeting all Environmental Laws and approved in advance in
writing by Landlord; Tenant shall be responsible for obtaining any required
permits and paying any fees and providing any testing required by any
governmental agency; (iii) no portion of the Premises will be used
as a landfill or a dump; (iv) Tenant will not install any underground
tanks of any type; (v) Tenant will not allow any surface or subsurface
conditions to exist or come into existence that constitute, or with the passage
of time may constitute a public or private nuisance; (vi) Tenant will not
permit any Hazardous Substances to be brought into the Premises, except for the
Permitted Materials described below, and if so brought or found located
thereon, the same shall be immediately removed, with proper
disposal, and all required cleanup procedures shall be diligently undertaken
pursuant to all Environmental Laws. Landlord or Landlord’s representative shall
have the right but not the obligation to enter the Premises for the purpose of
inspecting the storage, use and disposal of Permitted Materials to ensure
compliance with all Environmental Laws. Should it be  determined, in Landlord’s sole opinion, that said Permitted Materials
are being improperly stored, used, or disposed of, then Tenant shall
immediately take such corrective action as requested by Landlord. Should Tenant
fail to take such


 


13

















 


corrective
action within 24 hours. Landlord shall have the right to perform such work and
Tenant shall promptly reimburse Landlord for any and all costs associated with
said work. If at any time during or after the term of the lease, the Premises
is found to be so contaminated or subject to said conditions that were
introduced by Tenant or its agents, employees or contractors, Tenant shall
diligently institute proper and thorough cleanup procedures at Tenant’s sole
cost, and Tenant agrees to indemnify and hold Landlord harmless from all claims,
demand, actions, liabilities, costs, expenses, damages and obligations of any
nature arising from or as a result of the use of the Premises by Tenant. The
foregoing indemnification and the responsibilities of Tenant shall survive the
termination or expiration of this Lease.


 


Landlord
will indemnify, defend and hold Tenant harmless from and against any claim,
cost, damage, expense (including without limitation reasonable attorneys’ fees
and costs of defense but excluding indirect or consequential damages), loss,
liability, or judgment now or hereafter arising as a result of any claim
associated with any required clean-up or other actions arising from the
existence or release of Hazardous Material on, in or under the Premises
released by Landlord or a person or entity acting under the authority of
Landlord, or otherwise accruing prior to the Commencement Date, to the extent
not otherwise caused or aggravated by the act or neglect of Tenant or Tenant’s
agents, employees or contractors.


 


ARTICLE
10 - INSURANCE


 


10.1                         Tenant’s Insurance.
Tenant shall, during the Lease Term, procure at its expense and keep in force
the following insurance:


 


(a)                                  Commercial general liability insurance naming
Landlord as an additional insured against any and all claims for bodily injury
and property damage occurring in, or about the Premises arising out of Tenant’s
use and occupancy of the Premises. Such insurance shall have a combined single
limit of not less than One Million Dollars ($1,000,000) per occurrence with a
Two Million Dollar ($2,000,000) aggregate limit and excess umbrella liability
insurance in the amount of Two Million Dollars ($2,000,000). If Tenant has
other locations that it owns or leases the policy shall include an aggregate
limit per location endorsement. Such liability insurance shall be primary and
not contributing to any insurance available to Landlord and Landlord’s
insurance shall be in excess thereto. In no event shall the limits of such
insurance be considered as limiting the liability of Tenant under this lease.


 


(b)                                 Personal property insurance insuring all
equipment, trade fixtures, inventory, fixtures and personal property located on
or in the Premises for perils covered by the causes of loss - special form (all
risk) and in addition, coverage for flood, earthquake and boiler and machinery
(if applicable). Such insurance shall be written on a replacement cost basis in
an amount equal to one hundred percent (100%) of the full replacement value of
the aggregate of the foregoing.


 


(c)                                  Workers’ compensation insurance in accordance
with statutory law and employers’ liability insurance with a limit of not less than
$100,000 per employee and $500,000 per occurrence.


 


(d)                                 Business interruption insurance in such
amounts as will reimburse Tenant for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises or to the Building as a
result of such perils.


 


(e)                                  If Tenant performs any work on the Premises,
prior to the commencement of any such work, Tenant shall deliver to Landlord
certificates issued by insurance companies qualified to do business in the
State of Colorado, evidencing that workmen’s compensation and public liability
insurance and property damage insurance, all in the amounts satisfactory to
Landlord, are in force and effect and maintained by all contractors and
subcontractors engaged by Tenant to perform such work.


 


(f)                                    Such other insurance as Landlord deems
necessary and prudent or required by Landlord’s


 


14

















 


beneficiaries
or mortagagees of any deed of trust of mortgage encumbering the Premises.


 


The
policies required to be maintained by Tenant shall be with companies rated AX
or better in the most current issue of Best’s Insurance Reports. Insurers shall
be licensed to do business in the state in which the Premises are located and
domiciled in the USA. Any deductible amounts under any insurance policies required
hereunder shall not exceed $1,000. Certificates of insurance (certified copies
of the policies may be required) shall be delivered to Landlord prior to the
commencement date and annually thereafter at least thirty (30) days prior to
the expiration date of the old policy. Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms hereof
in a blanket policy, provided such blanket policy expressly affords coverage to
the Premises and to Landlord as required by this Lease. Each policy of
insurance shall provide notification to Landlord at least thirty (30) days
prior to any cancellation or modification to reduce the insurance coverage.


 


10.2                             Waiver of Subrogation. The parties
hereto agree that any and all fire, extended coverage and/or property damage
insurance which is required to be carried by either shall be endorsed with a
subrogation clause, substantially as follows: “This insurance shall not be invalidated
should the insured waive, in writing prior to a loss, any and all right of
recovery against any party for loss occurring to the property described
therein”; and each party hereto waives all claims for recovery from the other
party, its officers, agents or employees for any loss or damage (whether or not
such loss or damage is caused by negligence of the other party), and
notwithstanding any provisions contained in this Lease to the contrary to any
of its real or personal property insured under valid and collectible insurance
policies to the extent of the collectible recovery under such insurance.


 


10.3                           Insurance By Landlord. Landlord shall, during the Lease Term,
procure and keep in force the following insurance, the cost of which shall be
deemed as Additional Rent and payable as an Operating Expense:


 


(a)                                Property insurance insuring the building and
improvements and rental value insurance for perils covered by the causes of
loss - special form (all risk) and in addition coverage for flood, earthquake
and boiler and machinery (if applicable). Such coverage (except for flood and
earthquake) shall be written on a replacement cost basis equal to ninety
percent (90%) of the full insurable replacement value of the foregoing and
shall not cover Tenant’s equipment, trade fixtures, inventory, fixtures or
personal property located on or in the Premises.


 


(b)                               Commercial general liability insurance against
any and all claims for bodily injury and property damage occurring in or about
the Building or the Land. Such insurance shall have a combined single limit of
not less than One Million Dollars ($1,000,000) per occurrence per location with
a Two Million Dollar ($2,000,000) aggregate limit.


 


(c)                                Such other insurance as Landlord deems
necessary and prudent or required by Landlord’s beneficiaries or mortgagees of
any deed of trust or mortgage encumbering the Premises.


 


ARTICLE 11
- OBSERVANCE OF LAW


 


11.1                           Law. Tenant, at Tenant’s sole expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state,
county and municipal authorities now in force or which may hereafter be in
force, which shall impose any duty upon Landlord or Tenant with respect to the
use, occupation or alteration of the Premises, and that Tenant shall use all
reasonable efforts to fully comply with the Americans With Disabilities Act
(“ADA”) within the Premises. Landlord shall be responsible for compliance with
the ADA in the common areas of the Building.


 


Notwithstanding
the foregoing, Landlord shall make all alterations so that the bathrooms
associated


 


15

















 


with
the Premises comply with the ADA. If such alterations are necessitated by
Tenant’s use, occupation or alteration of the Premises, then Tenant shall pay
the reasonable costs of Landlord’s work within thirty (30) days following
demand therefor. If such alterations are not necessitated by use, occupation or
alteration of the Premises (i.e., are generally applicable to the Building),
then Landlord shall include the applicable costs as an Operating Expense shared
generally among the tenants of the Building.


 


11.2                           Taxes. Tenant shall fully and
timely pay all business and other taxes, charges, rates, duties, assessments
and license fees levied, rates imposed, charged or assessed against or in
respect of Tenant’s occupancy of the Premises or in respect of the personal
property, trade fixtures, furniture and facilities of Tenant or the business or
income of Tenant on and from the Premises, if any, as and when the same shall
become due, and to indemnify and hold Landlord harmless from and against all
payment of such taxes, charges, rates, duties, assessments and license fees and
against all loss, costs, charges and expenses occasioned by or arising from any
and all such taxes, rates, duties, assessments and license fees, and to
promptly deliver to Landlord for inspection, upon written request of Landlord,
evidence satisfactory to Landlord of any such payments.


 


ARTICLE 12 - WASTE AND NUISANCE


 


Tenant
shall not commit, suffer or permit any waste or damage or disfiguration or
injury to the Premises or common areas in the Building or the fixtures and
equipment located therein or thereon, or permit or suffer any overloading of
the floors thereof and shall not place therein any safe, heavy business
machinery, computers, data processing machines, or other heavy things without
first obtaining the consent in writing of Landlord and, if requested, by
Landlord’s superintending architect, and not use or permit to be used any part
of the Premises for any dangerous, noxious or offensive trade or business, and
shall not cause or permit any nuisance, noise or action in, at or on the
Premises.


 


ARTICLE 13 - ENTRY BY LANDLORD


 


Landlord
and its agents shall have the right to enter the Premises with notice, unless
in case of an emergency situation, at all reasonable times for the purpose of
examining or inspecting the same, to supply janitorial services and any other
services to be provided by Landlord to Tenant hereunder, to show the same to
prospective purchasers or tenants (within the last six (6) months of the
lease term) of the Building, and to make such alterations, repairs,
improvements or additions, whether structural or otherwise, to the Premises or
to the Building as Landlord may deem necessary or desirable. Landlord may enter
by means of a master key without liability to Tenant except for any failure to
exercise due care for Tenant’s property and without affecting this Lease.


 


ARTICLE 14 - RELEASE, WAIVER AND INDEMNIFICATION


 


14.01                     Release. To the extent not
expressly prohibited by law, Tenant releases Landlord, its beneficiaries, mortgagees,
stockholders, agents (including, without limitation, management agents),
partners, officers, servants and employees, and their respective agents,
partners, officers, servants and employees (“Related Parties”), from and waives
all claims for damages to person or property sustained by Tenant or by any
occupant of the Premises or the Building, or by any other person, resulting
directly or indirectly from fire or other casualty, any existing or future
condition, defect, matter or thing in the Premises, the Building or any part
thereof, or from any equipment or appurtenance therein, or from any accident in
or about the Building, or from any act of neglect of any tenant or other
occupant of the Building or of any other person, other than Landlord or its
agents.


 


14.02
                  Tenant’s Indemnification.
To the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Related Parties from and against
claims and liabilities, including reasonable attorneys’ fees, (i) for
injuries to all persons and damage to or theft or misappropriation or


 


16

















 


loss
of property occurring in or about the Premises arising from Tenant’s occupancy
of the Premises or the conduct of its business, or from activity, work, or
thing done, permitted or suffered by Tenant, its employees, agents, guests or
invitees in or about the Premises and the Building, or (ii) from any
breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed pursuant to the terms of this
Lease, or (iii) due to any other act or omission of Tenant, its agents,
employees, guests or invitees, or (iv) if any person, not a party to this
Lease, shall institute an action against Tenant in which Landlord or Landlord’s
Related Parties shall be made a party. Landlord may, at its option, repair such
damage or replace such loss, and Tenant shall upon demand by Landlord reimburse
Landlord for all costs of such repairs, replacement and damages in excess of
amounts, if any, paid to Landlord under insurance covering such damages. In the
event any action or proceeding is brought against Landlord or Landlord’s
Related Parties by reason of any such claims, then, upon notice from Landlord,
Tenant covenants to defend such action or proceeding by counsel reasonably
satisfactory to Landlord.


 


14.03
                  Tenant’s Fault.
If any damage to the Building or any equipment or appurtenance therein, whether
belonging to Landlord or to other tenants in the Building, results from any act
or neglect of Tenant, its agents, employees, guests or invitees, Tenant shall
be liable therefor and Landlord may, at Landlord’s option repair such damage,
and Tenant shall, upon demand by Landlord, reimburse Landlord the total cost of
such repairs and damages to the Building. If Landlord elects not to repair such
damage, Tenant shall promptly repair such damages at its own cost and in
accordance with the alteration and lien provisions of this Lease. Broken glass
shall be subject to Section 6.5 above.


 


14.04
                  Landlord’s Indemnification.
Subject only to Sections 14.01 above and 14.05 below, Landlord agrees to indemnify,
defend and hold Tenant and its officers, directors, partners and employees
harmless from and against all liabilities, losses, demands, actions, expenses
or claims, including attorneys’ fees and court costs but excluding
consequential damages, for injury to or death of any person or for damage to
any property to the extent such are determined to be caused by the gross
negligence or willful misconduct of Landlord, its agents, employees, or
contractors in or about the Premises or Building. None of the events or
conditions set forth in this paragraph shall be deemed a constructive or actual
eviction or entitle Tenant to any abatement or reduction of rent.


 


14.05
                  Limitation on Landlord’s Liability.
Tenant agrees that in the event Tenant shall have any claim against Landlord or
Landlord’s Related Parties under this Lease arising out of the subject matter
of this Lease, Tenant’s sole recourse shall be against Landlord’s interest in
the Building, for the satisfaction of any claim, judgment or decree requiring
the payment of money by Landlord or Landlord’s Related Parties as a result of a
breach hereof or otherwise in connection with this Lease, and no other property
or assets of Landlord, Landlord’s Related Parties or their successors or
assigns, shall be subject to the levy, execution or other enforcement procedure
for the satisfaction of any such claim, judgment, injunction or decree.


 


ARTICLE
15 - ALTERATIONS


 


15.1                           Alterations by Tenant.
Tenant shall not make, install or erect in or to the Premises any installations,
alterations, additions or partitions without submitting the drawings and
specifications to Landlord and obtaining Landlord’s prior written consent in
each instance, which consent may be given or withheld in Landlord’s reasonable
discretion. Furthermore, Tenant shall obtain Landlord’s prior written consent
to any change or changes in such drawings or specifications submitted as
aforesaid, subject to the payment of the cost to Landlord or having its
architects review such plans and changes thereto prior to proceeding with any
work based on such drawings or specifications. All such work shall be performed
free and clear of all mechanic’s liens and Landlord shall have no liability for
the performance of such work, notwithstanding its consent to any plans and
specifications. Provided nevertheless that Landlord may, at its option, at
Tenant’s expense, require that Landlord’s contractors be engaged for any
mechanical, electrical work or other leasehold improvement. Without limiting
the generality of the foregoing, any work performed by or for Tenant shall be
performed by competent workmen whose labor union affiliations are not
incompatible with those of any workmen who may


 


17
















 


be
employed in the Building by Landlord, its contractors or subcontractors. In
addition to the above all contractors and subcontractors must meet Landlord’s
specifications, as solely determined by Landlord, for minimum requirements for
insurance, bonds, quality of work, experience and such other reasonably
applicable factors. Tenant, shall provide Landlord upon request with financial
assurances prior to the commencement of alterations, and promptly pay to
Landlord’s or Tenant’s subcontractors, as the case may be, when due, the costs
of all such work and of all materials, labor and services involved therein and of all decoration and all changes in the Building, its
equipment or services necessitated thereby. Tenant covenants that Tenant will
not suffer or permit during the Lease Term hereof any mechanics’ or other liens
for work, labor, services or materials ordered by Tenant or for the cost of
which Tenant may be in any obligated, to attach to the Premises or to the
Building and that whenever and so often as any such liens shall attach or
claims therefor shall be filed, Tenant shall, within twenty (20) days after
Tenant has notice of the claim for lien, procure the discharge thereof by
payment or by giving security or in such other manner as is or may be required
or permitted by law or which shall otherwise satisfy Landlord. Tenant shall, at
its own cost and expense, take out or cause to be taken out any additional
insurance or bonds reasonably required by Landlord to protect Landlord’s and
Tenant’s interest during the period of alteration.


 


At
least five (5) days prior to the commencement of any work permitted to be
done by persons requested by Tenant on the Premises, Tenant shall notify
Landlord of the proposed work and the names and addresses of the persons supplying
labor and materials for the proposed work so that Landlord may avail itself of
the provisions of statutes such as Section 38-22-105(2) of the
Colorado Revised Statutes (1973). During any such work on the Premises,
Landlord, or its representatives, shall have the right to go upon and inspect
the Premises at all reasonable times, and shall have the right to post and keep
posted thereon notices such as those provided for by Section 38-22-105(2) C.R.S.
(1973) or to take any further action which Landlord may deem to be proper for
the protection of Landlord’s interest in the Premises.


 


15.2         Alterations by Landlord. Landlord hereby reserves the right at any
time and from time to time to make changes in, additions to, subtractions from
or rearrangements of the Building, including, without limitation, all
improvements at any time thereof, all entrances and exits thereto, and to
grant, modify and terminate easements or other agreements pertaining to the use
and maintenance of all or parts of the Building, including, but not limited to,
the entrance foyer and lobby, and the common corridors and to make changes or
additions to the pipes, conduits, ducts, utilities and other necessary building
services in the Premises which serve other portions of the Building, provided
that prior to the Commencement Date, Landlord may alter the Premises to the
extent found necessary by Landlord to accommodate changes in construction
design or facilities including major alterations but provided always that the
Premises, as altered, shall be in all material aspects comparable to the
Premises as defined herein.


 


ARTICLE
16 - SIGNS AND ADVERTISING


 


Tenant
shall not install, paint, display, inscribe, place or affix any sign, picture,
advertisements, notice, lettering or direction on any part of the Building or
in the interior of the Premises or other portion of the Building. Landlord will
prescribe a uniform pattern of identification signs for tenants to be placed on
the outside corridor wall which is near the door leading into the Premises and
other than such identification signs, Tenant shall not install, paint, display,
inscribe, place or affix, or otherwise attach, any sign, picture,
advertisement, notice, lettering or direction on the inside or outside of the
Premises for exterior view without the written consent of Landlord.


 


Landlord
will permit Tenant to place its signage in the lobby area of any full-floor
that Tenant leases. Additionally, Landlord will permit Tenant to place its
signage on the glass in the main lobby area of the Building (on a basis of joint
identification with other tenants and occupants) after (i) Tenant is
operating from an entire floor, and (ii) additional space on such glass
area becomes available. All costs associated with the fabrication,
installation, maintenance, removal and replacement of such signage shall be the
sole responsibility of Tenant. Tenant shall remove such signage and repair any
damage caused thereby, at its sole cost and


 


18

















 


expense,
upon the expiration or sooner termination of the Lease. The color, content, size
and other specifications of any such signage shall be in accordance with the
terms and conditions of the Lease, and shall be subject to Landlord’s prior approval,
which approval shall not be unreasonably withheld, conditioned or delayed. Futher,
Tenant shall ensure that all signage complies with any and all applicable local
zoning codes and building regulations. Tenant’s rights for signage on the glass
in the main lobby shall be subject and subordinate to any agreements between
Landlord and other tenants, owners or occupants of the Building which are in
effect as of the date of this Lease.


 


ARTICLE
17 - SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST


 


17.1         This Lease and the rights
of Tenant hereunder shall be and are hereby made subject and subordinate to the
lien of any mortgages or deeds of trust now or hereafter existing against the
Building and to all renewals, modifications, consolidations, replacements and
extensions thereof and to all advances made, or hereafter to be made, upon the
security thereof. Although such subordination shall be self-operating, Tenant, or
its successors in interest, shall upon Landlord’s request, execute and deliver
upon the demand of Landlord any and all instruments desired by Landlord, subordinating,
in the manner reasonably requested by Landlord, this Lease to any such mortgage
or deed of trust. If Tenant requests any modifications to such instrument(s), other
than corrections, Tenant shall pay any reasonable fee required by the lender or
other third party. Tenant will execute said instruments within ten (10) days
after notice from Landlord demanding the execution thereof.


 


Should
any mortgage or deed of trust affecting the Building be foreclosed, then:


 


(a)           The
liability of the mortgagee, beneficiary or purchaser at such foreclosure sale
shall exist only so long as such mortgagee, beneficiary or purchaser is the
owner of the Building and such liability shall not continue or survive after
further transfer of ownership; and


 


(b)           Tenant
shall be deemed to have attorned, as Tenant under this Lease, to the purchaser
at any foreclosure sale thereunder, and this Lease shall continue in full force
and effect as a direct lease between and binding upon Tenant and such purchaser
at any foreclosure sale.


 


As used in this Section “mortgagee” and “beneficiary” shall include
successors and assigns of any such party, whether immediate or remote, the
purchaser of any mortgage or deed of trust, whether at foreclosure or otherwise,
and the successors, assigns and mortgagees and beneficiaries ofsuch purchaser,
whether immediate or remote.


 


Landlord,
at the written request of Tenant, agrees to request any mortgagee or
beneficiary to enter into a non-disturbance agreement with Tenant, in a form
satisfactory to such mortgagee or beneficiary, stating that Tenant’s right to
the continued use and possession of the Premises shall be under the same terms
and conditions as set forth in this Lease provided that at such time Tenant is
not in default of its obligations herein. However, notwithstanding such request,
Landlord makes no representations or warranties that such non-disturbance
agreement will be entered into by any beneficiary or mortgagee.


 


ARTICLE
18 - ESTOPPEL CERTIFICATE


 


Tenant
agrees that it will from time to time, upon request by Landlord, execute and
deliver to Landlord within ten (10) days after demand therefor an estoppel
certificate in Landlord’s form certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified).


 


19

















 


ARTICLE
19 - QUIET ENJOYMENT


 


Subject
to the terms and provisions of this Lease, Landlord covenants and agrees that
Tenant shall peaceably and quietly enjoy the Premises and Tenant’s rights
hereunder during the term hereof, without hindrance by Landlord.


 


ARTICLE
20 - FIXTURES


 


Any
or all installations, alterations, additions, partitions and fixtures other than
Tenant’s trade fixtures in or upon the Premises, whether placed there by Tenant
or Landlord, shall, immediately upon such placement, become the property of
Landlord without compensation therefor to Tenant. Notwithstanding anything
herein contained, Landlord shall be under no obligation to repair, maintain or
insure such installations, alterations, additions, partitions and fixtures or
anything in the nature of a leasehold improvement made or installed by or on
behalf of Tenant. As a condition to Landlord’s consent to any improvement (other
than the initial improvements made by Landlord pursuant to the Work Letter; provided,
however, Tenant must remove all cabling upon the expiration or sooner
termination of the Term, as more fully set forth in Section 6.4 above), Landlord
may elect that any or all installations made or installed by or on behalf of
Tenant be removed at the end of the Lease Term and, if Landlord so elects, it
shall be Tenant’s obligation to restore the Premises to the conditions they
were in previous to such alterations, installations, partitions and fixtures on
or before the termination of this Lease. Such removal and restoration shall be
at the sole expense of Tenant. Under no circumstances shall Landlord require
that Tenant remove Building-standard improvements (such as paint, carpet and
walls).


 


ARTICLE
21 - DAMAGE OR DESTRUCTION


 


21.1         Casualty. In the event that the Building should be totally destroyed by fire, tornado
or other casualty, or should be so damaged that rebuilding or repairs cannot be
completed within one hundred eighty (180) days after the date of such damage, Landlord
may, at its option, terminate this Lease in which event the rent shall be
abated during the unexpired portion of this Lease effective with the date of
such damage, or Landlord may proceed to rebuild the Building and the Premises. In
the event the Building should be damaged by fire, tornado or other casualty, but
only to such extent that rebuilding or repairs in Landlord’s reasonable
estimation can be completed within one hundred eighty (180) days after the date
of such damage, or if the damage cannot be repaired within such time frame but
Landlord does not elect to terminate this Lease, in either such event, Landlord
shall, within sixty (60) days after the date of such damage commence to rebuild
or repair the Building and shall proceed with reasonable diligence to restore
the Building to substantially the same condition in which it was immediately
prior to the happening of the casualty, except that Landlord shall not be
required to rebuild, repair or replace any part of the partitions, fixtures and
other improvements which may have been placed by Tenant or other tenants within
the Building. In the event any mortgagee under a deed of trust, security
agreement or mortgage on the Building should require that the insurance
proceeds be used to retire the mortgage debt, Landlord shall have no obligation
to rebuild and if Landlord so elects, this Lease shall terminate upon notice to
Tenant. Unless otherwise provided in this Lease, any insurance which may be
carried by Landlord or Tenant against loss or damage to the Building or to the
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control. Tenant may terminate this Lease if such damage occurs
during the last year of the Term (as may be extended), such damage was not
caused by Tenant, and in Landlord’s reasonable opinion such damage causes the
Premises to be untenable for a period of in excess of ninety (90) days.


 


21.2         Casualty Caused by Tenant. If fire or other casualty causing injury to
the Premises or other parts of the Building shall have been caused by the
negligence or misconduct of Tenant, its agents, servants or employees, such
injury may be repaired by Landlord at the expense of Tenant.


 


20

















 


ARTICLE
22 - CONDEMNATION


 


22.1         Eminent Domain. If
more than twenty percent (20%) of the Rentable Area of the Premises is taken by
eminent domain, or by conveyance in lieu thereof, and if such taking interferes
substantially with Tenant’s use of the Premises, then this Lease, at the option
of either party evidenced by notice to the other given within thirty (30) days
from such taking conveyance, shall forthwith cease and terminate entirely. In
the event of such termination of this Lease, then rental shall be due and payable
to the actual date of such termination. If less than twenty percent (20%) of
the Rentable Area of the Premises is taken, or if more than twenty percent (20%)
of the Premises is taken and neither party terminates this Lease, this Lease
shall cease and terminate as to that portion of the Premises so taken as of the
date of such taking, and the rental thereafter payable under this Lease shall
be abated Proportionate from the date of such taking in an amount by which that
portion of the Rentable Area of the Premises so taken shall bear to the
Rentable Area of the Premises prior to such taking. If any part of the Building
shall be taken by eminent domain, or by conveyance in lieu thereof, and if such
taking substantially interferes with Landlord’s ownership or use of the
Building, Landlord, at its option, may upon thirty (30) days’ notice to Tenant,
terminate this Lease as of the date of such taking.


 


22.2         Damages. All compensation awarded
for any taking (or the proceeds of private sale in lieu thereof) of the
Premises or Building shall be the property of Landlord and Tenant hereby
assigns its interest in any such award to Landlord; provided, however, Landlord
shall have no interest in any award made to Tenant for the taking of Tenant’s
fixtures and other personal property or moving expenses if a separate award for
such items is made to Tenant.


 


22.3         Restoration. If both Landlord and
Tenant elect not to terminate this Lease, Tenant shall remain in that portion
of the Premises which shall not have been appropriated or taken as herein
provided, and Landlord agrees, at Landlord’s sole cost and expense, to, as soon
as reasonably possible, restore the remaining portion of the Premises to a
complete unit of like quality and character as existed prior to such
appropriation or taking.


 


ARTICLE
23 - LOSS AND DAMAGE AND DELAY


 


23.1         Loss and Damage. Landlord
shall not be liable or responsible in any way for:


 


(a) any
death or injury arising from or out of any occurrence in, upon or at the
Building or for damage to property of Tenant or others located on the Premises,
nor shall it be responsible in any event for damage to any property of Tenant
or others from any cause whatsoever, unless such damage, loss, injury or death
results from the intentional misconduct or sole negligence of Landlord, its
agents, servants or employees. Without limiting the generality of the foregoing,
Landlord shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain, snow or leaks from any part of the Premises or from the pipes, appliances,
plumbing works, roof, street, or subsurface of any floor or ceiling or from any
other place or because of dampness or climatic conditions from any other cause
of whatsoever kind, except to the extent caused by Landlord’s negligence or
willful misconduct (subject to applicable limitations on liability and waivers
of subrogation). Landlord shall not be liable for any damage whatsoever caused
by any other tenant or persons in or about the Building, or by an occupant of
adjacent property thereto, or the public, or construction of any private, public
or quasi-public work. All property of Tenant kept or stored on the Premises
shall be kept or stored at the risk of Tenant only and Tenant shall indemnify
Landlord in the event of any claims arising out of damages to the same, including
any subrogation claim by Tenant’s insurers;


 


(b) any
act or omission (including theft, malfeasance or negligence) on the part of any
agent, contractor or person from time to time employed by Landlord to perform
janitor services or security services, or repairs or maintenance services, in
or about the Premises or the Building, except to the extent caused by
Landlord’s negligence or willful misconduct (subject to applicable limitations
on liability and waivers of subrogation) (Landlord will act in a commercially
reasonable manner when engaging contractors); or


 


21

















 


(c) loss
or damage, however caused, to money, securities, negotiable instruments, papers
or other valuables of Tenant, except to the extent caused by Landlord’s negligence
or willful misconduct (subject to applicable limitations on liability and waivers
of subrogation).


 


23.2         Delays. Whenever and to the
extent that Landlord shall be unable to fulfill, or shall be delayed or restricted
in the fulfillment of, any obligation hereunder in respect to the supply of or
provision for, any service or utility or the doing of any work or the making of
any repairs by reason of being unable to obtain the material, goods, equipment,
service, utility or labor required to enable it to fulfill such obligation or
by reason of any statute, law or any regulation or order passed or made
pursuant thereto or by reason of the order or direction of any administrator, controller
or board, or any governmental department or officer or other authority, or by
reason of not being able to obtain any permission or authority required thereby,
or by reason of any other cause beyond its control, whether of the foregoing
character or not, Landlord shall be entitled to extend the time for fulfillment
of such obligation by a time equal to the duration of such delay or restriction,
and Tenant shall not be entitled to compensation for any inconvenience, nuisance
or discomfort thereby occasioned.


 


ARTICLE
24 - DEFAULT AND REMEDIES


 


24.1         Default by Tenant. The
following events shall be deemed to be events of default by Tenant under this Lease:


 


(a)           Tenant shall fail to pay any installment of rent or any other sum due to
Landlord as herein provided and such failure shall continue for a period of
five (5) days after notice.


 


(b)           Tenant shall fail to comply with any term, provision or covenant of this
Lease, other than payment of rent or other sums due to Landlord, and shall not
cure such failure within fifteen (15) days after written notice thereof to
Tenant; provided, however, Tenant shall be granted such additional cure period
(not to exceed sixty (60) days, provided that Landlord is not prejudiced by
such extension and Tenant promptly commences and diligently pursues such cure
to completion.


 


(c)           Tenant or any guarantor of Tenant’s obligations under this Lease shall die, cease to exist as a corporation or partnership or be
otherwise dissolved or liquidated or become insolvent, or shall make a transfer
in fraud of creditors, or shall make an assignment for the benefit of
creditors.


 


(d)           Tenant or any guarantor of Tenant’s obligations under this Lease shall
file a petition under any section or chapter of the national bankruptcy act as
amended or under any similar law or statute of the United States or any state
thereof; or Tenant or any guarantor of Tenant’s obligations under this Lease
shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or
any guarantor of Tenant’s obligations under this Lease.


 


(e)           A receiver or trustee shall be appointed for all of the Premises or for
all or substantially all of the assets of Tenant or any guarantor of Tenant’s
obligations under this Lease.


 


(f)            Tenant shall abandon or vacate any portion of
the Premises.


 


24.2         Remedies of Landlord. Upon
the occurrence of any such event of default as set forth in Section 24.1, Landlord
shall have the option to pursue any one or more of the remedies listed below or
elsewhere in this Lease, or any other remedy available to Landlord at law or in
equity, without prejudice to any other such remedy:


 


(a)           Terminate this Lease, in which event Tenant shall immediately surrender
the Premises to


 


22

















 


Landlord,
and if Tenant fails to do so, Landlord may, without prejudice to any other
remedy which it may have for possession or arrearages in rent, enter upon and
take possession of the Premises and expel or remove Tenant and any other person
who may be occupying such Premises or any part thereof, by force if necessary, without
being liable for prosecution of any claim of damages therefor.


 


(b)           Enter upon and take possession of the Premises and expel or remove
Tenant and any other person who may be occupying such Premises or any part
thereof, by force if necessary, without being liable for prosecution of any
claim for damages therefor, and relet the Premises and receive the rent
therefor.


 


(c)           Enter upon the Premises, by force if necessary, without being liable for
prosecution of any claim for damages therefor, and do whatever Tenant is
obligated to do under the terms of this Lease; and Tenant agrees to reimburse
Landlord on demand for any expenses which Landlord may incur in thus effecting
compliance with Tenant’s obligations under this Lease, and Tenant further
agrees that Landlord shall not be liable for any damages resulting to Tenant
from such action, whether caused by the negligence of Landlord or otherwise.


 


(d)           Alter all locks and other security devices at the Premises without
terminating this Lease.


 


In
the event Landlord may elect to regain possession of the Premises by forcible
detainer proceeding, Tenant hereby specifically waives, to the extent permitted
by law, any statutory notice which may be required prior to such proceeding, and
agrees that Landlord’s execution of this Lease is in part consideration for
this waiver.


 


Exercise
by Landlord of any one or more of the remedies hereunder granted or otherwise
available shall not be deemed to be an acceptance of surrender of the Premises
by Tenant, whether by agreement or by operation of law, it being understood
that such surrender can be effected only by the written agreement of Landlord
and Tenant. No such alteration of locks or other security devices and no
removal or other exercise of dominion by Landlord over the property of Tenant
or others at the Premises shall be deemed unauthorized or constitute a
conversion, Tenant hereby consenting, after any event of default, to the
aforesaid exercise of dominion over Tenant’s property within the Premises. All
claims for damages by reason of such reentry and/or repossession and/or
alteration of locks or other security devices are hereby waived, as all claims
for damages by reason of any distress warrant, forcible detainer proceedings, sequestration
proceedings or other legal process, to the extent permitted by law. Tenant
agrees that any reentry by Landlord may be pursuant to judgment obtained in
forcible detainer proceedings or other legal proceedings or without the
necessity for any legal proceedings, as Landlord may elect, and Landlord shall
not be liable in trespass or otherwise.


 


In
the event Landlord elects to terminate the Lease by reason of an event of
default then notwithstanding such termination, Tenant shall be liable for and
shall pay to Landlord, at the address specified for notice to Landlord herein, the
sum of all rental and other indebtedness accrued to date of such termination, plus,
as damages, an amount equal to the total rental hereunder for the remaining
portion of the Lease term (had such term not been terminated by Landlord prior
to the date of expiration as stated herein).


 


In
the event that Landlord elects to repossess the Premises without terminating
the Lease, then Tenant shall be liable for and shall pay to Landlord at the
address specified for notice to Landlord herein, all rental and other
indebtedness accrued to the date of such repossession, plus rent required to
paid by Tenant to Landlord during the remainder of the Lease term until the
date of expiration of the term as stated herein diminished by any net sums
thereafter received by Landlord through reletting the Premises during such
period (after deducting expenses incurred by Landlord as provided below). In no
event shall Tenant be entitled to any excess of any rental obtained by
reletting over and above the rental herein reserved. Actions to collect amounts
due by Tenant to Landlord under this subparagraph may be brought from time to
time, on one or more occasions, without the necessity of Landlord’s waiting
until expiration of the Lease term.


 


In the event of any default or breach by Tenant, or threatened or
anticipatory breach or default, Tenant shall 


 


23

















 


also
be liable and shall pay to Landlord, in addition to any sums provided to be
paid above, broker’s fees incurred by Landlord in connection with reletting the
whole or any part of the Premises; the costs of removing and storing Tenant’s
or other occupants’ property; the costs of repairing, altering, remodeling, or
otherwise putting the Premises into condition acceptable to a new tenant or
tenants; and all reasonable expenses incurred by Landlord in enforcing or
defending Landlord’s rights and/or remedies, including reasonable attorney’s fees
whether suit was actually filed or not.


 


In
the event of termination or repossession of the Premises for an event or default,
Landlord shall not have any obligation to relet or attempt to relet the
Premises or any portion thereof, or to collect rental after reletting; and in the event of reletting, Landlord may relet the whole or any portion of
the Premises for any period to any Tenant and for any use or purpose.


 


24.3         Landlord’s Performance of Tenant’s Duties. If
Tenant shall fail to make any payment or cure any default hereunder within the
time herein permitted, Landlord, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Tenant (and enter
the Premises for such purpose), and thereupon Tenant shall be obligated to, and
hereby agrees to pay Landlord upon demand all costs. expenses and disbursements,
including reasonable attorney’s fees incurred by Landlord in taking such
remedial action.


 


24.4         No Prejudice. Landlord is entitled to
accept, receive in cash or deposit any payment made by Tenant for any reason or
purpose or in any amount whatsoever, and apply the same at Landlord’s option to
any obligation of Tenant and the same shall not constitute payment of any
amount owed except that to which Landlord has applied the same. No endorsement
or statement on any check or letter of Tenant shall be deemed an accord and
satisfaction or recognized for any purpose whatsoever. The acceptance of any
such check or payment shall be without prejudice to Landlord’s rights to
recover any and all amounts owed by Tenant hereunder and shall not be deemed to
cure any other default nor prejudice Landlord’s rights to pursue any other
available remedy.


 


24.5         Interest on Late Payments. Any rent (whether Base
Rent or Additional Rent) or other amount due from Tenant to Landlord under this
Lease not paid when due shall bear interest from the date due until the date
paid at the rate of two percent (2%) per month or the maximum available per
usury law, but the payment of such interest shall not excuse or cure any
default by Tenant under this Lease. Failure to charge or collect such interest
in connection with any one or more such late payments shall not constitute a
waiver of Landlord’s right to charge and collect such interest in connection
with any other or similar or like late payments.


 


24.6         Late Payment Charge. In
addition to interest and other amounts, in the event any rent or other amounts owing
hereunder are not paid within five (5) days after the due date, then
Landlord and Tenant agree that Landlord will incur additional administrative
expenses, the amount of which will be difficult if not impossible to determine.
Notwithstanding the foregoing, Tenant shall be entitled to written notice and a
five (5) day cure period on two (2) occasions during any twelve (12) month
period, not to exceed a total of five (5) such notices, before such late fee
is assessed. Accordingly, in addition to such required payment, Tenant shall
pay to Landlord an additional one time late charge for any such late payment in
the amount of five percent (5%) of the amount of such late payment.


 


24.7         Remedies Cumulative. All
of Landlord’s rights and remedies under this Lease shall be cumulative with and
in addition to any and all rights and remedies which Landlord may have at law
or equity. Any specific remedy provided for in any provision of this Lease
shall not preclude the concurrent or consecutive exercise of a remedy provided
for in any other provision hereof.


 


24.8         Landlord’s Default. Landlord shall not be deemed in default hereunder
unless Tenant shall have given Landlord written notice of such default
specifying such default with particularity and Landlord shall thereupon have
thirty (30) days in which to cure any default unless such default cannot
reasonably be cured within such 


 


24

















 


period wherein Landlord shall not be in default if it commences to cure
the default within the thirty (30) day period and diligently pursues completion of same. In the event of any default, Tenant agrees
that its exclusive remedy shall be an action for damages.


 


24.9         Personal Property Lien. Policy Studies Inc. (the “Borrower”) has entered into a Credit and
Security Agreement with Key Bank National Association (the “Lender”) under
which the Lender holds a first priority security interest in all of the
Borrower’s personal property of every kind and nature including without
limitation all inventory, accounts, equipment, general intangibles, instruments,
documents, and investment property of the Borrower, whether now owned or
hereafter acquired, all together with all substitutions and replacements for
and products and proceeds thereof (the “Collateral”). The interests of the
Landlord under the lease, if any, in the personal property of the Borrower are
subject to the Lender’s prior interest in the Collateral under the Credit
Agreement. Landlord’s obligations to the Lender with respect to the Collateral
on the Premises under the lease are not greater than the Landlord’s obligation
to the Borrower with respect to the Collateral under the terms of the Lease. Under
no circumstances shall the term “Collateral” be deemed to include any leasehold
improvements, including, without limitation, light fixtures, floor coverings, plumbing,
HVAC, and other similar items.


 


ARTICLE 25 - HOLDING OVER


 


25.1         If Tenant shall continue to occupy and
continue to pay rent for the Premises after the expiration of this Lease with
or without the consent of Landlord, and without any further written agreement, Tenant
shall be a tenant from month to month at a monthly Base Rent equal to one
hundred fifty percent (150%) of the last full monthly base rent payment due
hereunder, and subject to all of the  additional rentals, terms and conditions
herein set out except as to expiration of the Lease Term. Such holding over may
be terminated by Landlord or Tenant upon fifteen (15) days’ notice. In the
event that Tenant fails to surrender the Premises upon termination or
expiration of this Lease or such month to month tenancy, then Tenant shall
indemnify Landlord against loss or liability resulting from any delay of Tenant
in not surrendering the Premises, including, but not limited to, any amounts
required to be paid to third parties who were to have occupied the Premises and
any attorney’s fees related thereto.


 


ARTICLE 26 - NOTICE


 


26.1         Notice. Any notice, request, statement
or other writing pursuant to this Lease shall be deemed to have been given if
sent by registered or certified mail, postage prepaid, return receipt requested
or delivered by hand to the party at the addresses set forth in Article 1.
Such notice shall be deemed to have been received by Landlord or Tenant, as the
case may be, on the second business day after the date on which it shall have
been so mailed.


 


26.2         Change of Address. Any
party may, by notice to the other, from time to time, designate another address
in the  United States, which notices mailed more than ten (10) days
thereafter shall be addressed.


 


ARTICLE 27 - SECURITY DEPOSIT


 


Tenant
has deposited the Security Deposit with Landlord as security for the  performance by Tenant of all of the terms, covenants, and conditions
required to be performed by it hereunder. The undisputed portion of such sum
shall be returned to Tenant within thirty (30) days following the expiration of
the Lease Term and delivery of possession of the Premises to Landlord if, at
such time, Tenant has fully performed all such terms, covenants and conditions.
Prior to the time when Tenant is entitled to the return of the Security Deposit,
Landlord shall be entitled to intermingle such deposit with its own funds and to
use same for such purposes as Landlord may determine. Tenant shall not be
entitled to any interest on the security deposit. In the event of default by
Tenant in performing any of its obligations under this Lease, Landlord may, in
addition to any other right or remedy available to Landlord hereunder, use, apply,
or retain all or any part of this Security Deposit for the


 


25

















 


payment
of any unpaid rent or for any other amount which Landlord may he required to expend
by reason of the default of Tenant. including any damages or deficiency in the
reletting of the Premises or any attorney’s fees associated therewith, regardless
of whether the accrual of such damages or deficiency occurs before or after an
eviction. If a portion of the Security Deposit is used or applied by Landlord
during the term hereof, Tenant shall, upon five (5) days written demand, deposit
with Landlord an amount sufficient to restore the Security Deposit to its
original amount.


 


ARTICLE
28 - REAL ESTATE BROKERS


 


Tenant
represents and warrants that Tenant has dealt directly with (and only with) the
real estate brokers listed in Article I above in connection with this
Lease, and that insofar as Tenant knows, no other broker, real estate agent, or
similar individual or entity negotiated or participated in the negotiations of
this Lease, or submitted or showed the Premises, or is entitled to any
commission in connection herewith and Tenant agrees to indemnify Landlord
against any liability arising therefrom including reasonable attorney’s fees.


 


ARTICLE
29 - MISCELLANEOUS PROVISIONS


 


29.1         Captions. The captions used herein
are for convenience only and do not limit or amplify the provisions hereof. Whenever
the singular is used the same shall include the plural, and words of any gender
shall include the other gender.


 


29.2         Waiver. One or more waivers of
any covenant, term or condition of this Lease by either party should not be
construed as a waiver of a subsequent breach of the same covenant, term or condition.
The consent or approval by either party shall not be construed as a waiver of a
subsequent breach of the same covenant, term or condition. The consent or
approval by either party to or of any act by the other party requiring such
consent or approval should not be deemed to waive or render unnecessary consent
to or approval of any subsequent similar act.


 


29.3         Entire Agreement. This
Lease contains the entire agreement between the parties and no agreement shall
be effective to change, modify or terminate this Lease in whole or in part
unless such agreement is in writing and duly signed by the parties hereto.


 


29.4         Severability. The invalidity or
unenforceability of any provision hereof shall not affect or impair any other
provision.


 


29.5         Modification. Should any mortgagee or
beneficiary under a deed of trust require a modification of this Lease, which
modification will riot bring about any increased cost or expense to Tenant or
will in any way substantially change the rights and obligations of Tenant
hereunder, then and in such event, Tenant agrees that this Lease may be so
modified.


 


29.6         Governing Law. This
Lease shall be governed by and construed pursuant to the laws of the State of Colorado.


 


29.7         Successors and Assigns. The
covenants and conditions herein contained shall inure to and bind the respective
heirs, permitted successors, executors, administrators and assigns of the
parties hereto, and the terms “Landlord” and “Tenant” shall include the
permitted successors and assigns of either such party, whether immediate or
remote, except as otherwise specifically set forth in this Lease to the
contrary.


 


29.8         Authorization to Execute. In
the event Tenant hereunder shall be a corporation, the parties executing this
Lease on behalf of Tenant hereby covenant and warrant that Tenant is a duly
qualified corporation and all steps have been taken prior to the date hereof to
qualify Tenant to do business in the State of Colorado; all franchise and
corporate taxes have been paid to date, and all future forms, reports, fees and
other documents


 


26

















 


necessary
to comply with applicable laws will be filed.


 


29.9         Guaranty of Lease. This
Lease shall be guaranteed by such guarantor or guarantors as specified by Landlord,
which guarantee(s) shall be on form(s) approved by Landlord and
attached hereto as Exhibit F.


 


29.10       Approval of Documents. Landlord’s
approval of Tenant’s plans for work performed by Landlord or Tenant in the
Premises shall create no responsibility or liability on the part of Landlord
for their completeness, design, sufficiency, or compliance with any laws, rules,
or regulations of governmental agencies or authorities.


 


29.11       Financial Statements. Tenant
shall, when requested by Landlord from time to time, furnish a true and accurate
audited statement of its financial condition prepared in conformity with
generally accepted accounting principles (“GAAP”) and in a form reasonably
satisfactory to Landlord. If Tenant does not use GAAP, such financial statements
must be certified by an officer of Tenant as true, accurate and complete. Without
limitation to the generality of the foregoing, Landlord may request such
financial information in the event of any default by Tenant, if requested by
any potential or actual lender or purchaser, or for any other legitimate
business purpose.


 


29.12        Force Majeure.  Neither Landlord nor Tenant shall be
considered in default or breach of any of the terms, covenants and conditions
of this Lease on either party’s part to be performed (other than Tenant’s
obligation to pay Base Rent or Additional Rent) if either party fails to timely
perform same and such failure is due in whole or in part to any strike, lockout,
labor trouble (whether legal or illegal), civil disorder, inability to procure
materials, failure of power, restrictive governmental laws and regulations, riots,
insurrections, war, fuel shortages, accidents, actualities, Acts of God, acts
caused directly or indirectly by the other party or any other cause beyond the
reasonable control of either party.


 


29.13
      Attorneys’ Fees. In
the event either party institutes legal proceedings against the other for
breach of or interpretation of any of the terms, conditions or covenants of
this Lease, the party against whom a judgment is entered, shall pay all
reasonable costs and expenses relative thereto, including reasonable attorneys’
fees of the prevailing party.


 


29.14
      Irrevocable Offer. Tenant acknowledges and agrees that by
executing and delivering this Lease to Landlord or Landlord’s agent Tenant has
made an offer to Landlord which offer may not be revoked, altered or modified
for a period of ten (10) business days and, thereafter, only if Landlord has
failed to countersign a copy of this Lease prior to Landlord’s receipt of a written
revocation.


 


29.15
      Confidentiality. Tenant shall at all times keep the terms and
conditions of this Lease confidential and shall not disclose the terms thereof
to any third party, except for its accountants, attorneys and
other professionals who have a legitimate business reason to know the terms of
this Lease. Without limitation to the generality of the foregoing, Tenant shall
specifically not release any information about lease rates, concessions, options
or rights to any current or prospective tenant or occupant of the Building. Tenant
hereby acknowledges that Landlord may suffer damages in the event of the breach
of this paragraph.


 


29.16       OFAC.


 


(a) Tenant
represents and warrants that (a) Tenant and each person or entity owning
an interest in Tenant is (i) not currently identified on the Specially
Designated Nationals and Blocked Persons List maintained by the Office of
Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other
similar list maintained by OFAC pursuant to any authorizing statute, executive
order or regulation (collectively, the “List”), and (ii) not a person or
entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of United
States law, regulation, or Executive Order of the President of the United
States, (b) none of the
funds or other assets of Tenant constitute property of, or are beneficially
owned, directly or indirectly, by any Embargoed Person (as


 


27

















 


hereinafter
defined), (c) no Embargoed Person has any interest of any nature
whatsoever in Tenant (whether directly or indirectly), (d) none of the
funds of Tenant have been derived from any unlawful activity with the result
that the investment in Tenant is prohibited by law or that the Lease is in
violation of law, and (e) Tenant has implemented procedures, and will
consistently apply those procedures, to ensure the foregoing representations
and warranties remain true and correct at all times. The term “Embargoed Person”
means any person, entity or government subject to trade restrictions under U.S.
law, including but not limited to, the International Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1
et seq., and any Executive Orders or regulations promulgated thereunder with
the result that the investment in Tenant is prohibited by law or Tenant is in
violation of law.


 


(b)     Tenant covenants and agrees (a) to comply
with all requirements of law relating to money laundering, anti-terrorism. trade
embargos and economic sanctions, now or hereafter in effect, (b) to
immediately notify Landlord in writing if any of the representations, warranties
or covenants set forth in this paragraph or the preceding paragraph are no
longer true or have been breached or if Tenant has a reasonable basis to
believe that they may no longer be true or have been breached, (c) not to
use funds from any “Prohibited Person” (as such term is defined in the September
24, 2001 Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any
payment due to Landlord under the Lease and (d) at the request of Landlord,
to provide such information as may be requested by Landlord to determine
Tenant’s compliance with the terms hereof.


 


(c)     Tenant hereby acknowledges and agrees that
Tenant’s inclusion on the List at
any time during the Lease Term shall be a material default of the Lease. Notwithstanding
anything herein to the contrary, Tenant
shall not permit the Premises or any portion thereof to be used or occupied by
any person or entity on the List or by any Embargoed Person (on a permanent, temporary
or transient basis), and any such use or occupancy of the Premises by any such person or entity shall be a material default of the Lease.


 


[Remainder of Page Intentionally Left Blank]


 


28
















 


IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the date set forth on page 1 of this Lease.


 


LANDLORD:


 


PRINCIPAL
LIFE INSURANCE COMPANY, an Iowa corporation, 


for
its Principal U.S. Property Separate Account,


formerly
known as Principal Life Insurance Company, an Iowa corporation, 


for
its Real Estate Separate Account


 


	
  By:

  	
  PRINCIPAL
  REAL ESTATE INVESTORS, LLC,

  
	
   

  	
  a
  Delaware limited liability company, its authorized signatory

  
	
   

  
	
  By:

  	
  /s/ John H. Root

  	
   

  
	
  Name:

  	
  John H. Root

  	
   

  
	
  Title:

  	
  Investment Director

  Asset Management

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert T. Klinkner

  	
   

  
	
  Name:

  	
  Robert T. Klinkner

  	
   

  
	
  Title:

  	
  Investment Director

  Asset Management

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANT:

  
	
   

  
	
  POLICY
  STUDIES INC.,

  a Colorado corporation

  
	
   

  
	
  By:

  	
  /s/ Mark A. Levy

  	
   

  
	
  Name:

  	
  Mark A. Levy

  	
   

  
	
  Title:

  	
  President/COO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


29

















 


RIDER TO LEASE


 


Landlord and Tenant hereby agree that the following provisions are
hereby added to the Lease: 


 


1.             Expansion Option.


 


(a)           Expansion
Space. Subject to the provisions hereinafter set
forth, Landlord hereby grants to Tenant an option (“Expansion Option”) to lease
all space on either or both the fourteenth (14th)
or fifteen (15th) floors of the Building, as Tenant may so
choose (“Expansion Space”), on the same terms and conditions as set forth in
this Lease, except as otherwise provided in this Section 1.


 


(b)           Subordination.
Tenant’s rights under this Section 1 shall be conditioned upon AT&T
surrendering the 14th or 15th floor, as applicable to Landlord.


 


(c)           Exercise
Notice. Tenant may exercise the Expansion Option by
giving Landlord written notice (“Exercise Notice”) of its desire to lease the
Expansion Space. Such Exercise Notice must be received by Landlord no later
than August 31, 2005, but if AT&T does not terminate effective December 31,
2005, then the Expansion Option for Tenant will extend to the later to occur
of: (i) sixty (60) days after notice to Tenant of the termination of the
AT&T lease (and effective date of termination), or (ii) October 31,
2006. If the Exercise Notice is not received in the required time period, then
the Expansion Option shall be deemed null, void and of no further force or
effect.


 


(d)           Expansion
Amendment. After receipt of the Exercise Notice,
Landlord and Tenant shall enter into an amendment (“Expansion Amendment”) of
this Lease acceptable to Landlord and Tenant. Such Expansion Amendment shall
provide that from and after the date on which the improvements to be made by
Landlord (which improvements shall be mutually acceptable and consistent with
the improvements to be made by Landlord to the original Premises) (“Expansion
Commencement Date”), this Lease shall be deemed modified as follows:


 


(1)          The term “Premises” shall be deemed to include
the Expansion Space;


 


(2)          The term of the lease of the Expansion Space
shall be sixty (60) full calendar months and any partial month following the
Expansion Commencement Date, unless sooner terminated pursuant to Subsection (e) below;


 


(3)          Base Rent shall be increased by an amount
determined by multiplying the number of rentable square feet in the Expansion
Space, as reasonably determined by Landlord using BOMA standards, times the
square foot rate for the Base Rent contained in Section 1.10 of the Lease
in effect from time to time during the Term (without any abatement) (and if the
term of the lease of the Expansion Space exceeds the term of the original
Premises, then annual increases of $0.50 shall continue on the same schedule as
set forth in the rent schedule set forth in Section 1.10 of the Lease);


 


(4)          Tenant’s Proportionate Share, as set forth in Section 1.11
of the Lease, shall be increased as reasonably determined by Landlord (with a
Base Year of calendar year 2005);


 


(5)          Tenant shall accept the Expansion Space “as is,”
except that Landlord shall contribute to the planning and construction of the
initial alterations and improvements to such Expansion Space in an amount equal
to the lesser of (i) $22.00 multiplied by the number of rentable square
feet in the Expansion Space (which may be increased by up to a maximum of $5.00
per rsf to be amortized and repaid an annual interest rate of 8%), or (ii) the
actual cost and expense of such initial alterations and improvements; and


 


30

















 


(6)           Parking Spaces shall be increased by 1 space
per 1,000 rentable square feet of space in the Expansion Space and shall be at the rate of $90 per space per month
through April 30, 2007, and thereafter at the Building-standard rate as
more fully set forth in Section 1.18 of the Lease.


 


Other
than the modifications set forth herein, the terms and conditions hereof shall
govern Tenant’s lease of the Expansion Space.


 


(e)          Termination. Provided that Tenant is not then in default beyond any applicable notice
and cure period and Tenant has not exercised the Extension Option as set forth
in Section 4 below, Tenant shall have the right to terminate the lease of
the Expansion Space on August 31, 2010, provided that Tenant has given
written notice of termination on or before September 1, 2009, and paid a
termination fee to Landlord on or before July 31, 2010, equal to the
unamortized costs of brokerage commissions, allowances and other costs relating
to the Expansion Space (based on a five year term) as reasonably determined by
Landlord and relayed to Tenant in writing.


 


(f)          Not Transferable. Tenant acknowledges and agrees that the
Expansion Option granted herein shall be deemed personal to Tenant and if
Tenant subleases, assigns or otherwise transfers any interests hereunder prior
to the exercise of Expansion Option, such option shall lapse.


 


(g)         No Default. Tenant may exercise the Expansion Option, and an exercise thereof
shall only be effective, provided that at the time of Tenant’s exercise of the
Expansion Option and on the Expansion Commencement Date Tenant is not in
default following any applicable notice and the expiration of any applicable
cure period hereunder.


 


2.             One Time Right of Refusal.


 


(a)   Grant of Right of Refusal. PROVIDED THAT THE EXPANSIONS OPTION AS SET
FORTH IN SECTION 1 ABOVE HAS LAPSED IS OF NO FURTHER FORCE OR EFFECT, and
subject to the provisions as hereinafter set forth, Landlord hereby grants to
Tenant a right of refusal (“Right of Refusal”) to lease from Landlord that
space located comprised of either the entire fourteenth (14th)
or the entire fifteenth (15th) floor of the Building or both (“Refusal
Space”).


 


(b)   Third
Party Offer; Exercise Notice.
At any time prior to June 30, 2006 (or March 31, 2007, if AT&T
does not vacate early), if Landlord desires to accept a bona fide offer from a
third party (“Third Party Offer”) to lease the Refusal Space or a portion
thereof, Landlord shall first give to Tenant notice that Landlord has received
such Third Party Offer and describing the terms and conditions of such Third
Party Offer (“Third Party Offer Notice”). Tenant may exercise the Right of
Refusal by giving Landlord written notice (“Exercise Notice”) within five (5) business
days after the date of the Third Party Offer Notice of Tenant’s desire to lease
that portion of the Refusal Space set forth in the Third Party Offer.
Hereinafter the term “Refusal Space” shall be and shall mean the Refusal Space
or portion thereof set forth in the Third Party Offer.


 


(c)           Expansion
Amendment. After receipt of
the Exercise Notice, Landlord and Tenant shall enter into an amendment of the
Lease “Expansion Amendment” acceptable to Landlord and Tenant. Such Expansion
Amendment shall provide that from and after the applicable date on which the
Refusal Space is leased by Tenant (“Expansion Commencement Date”), the Lease
shall be deemed modified as follows.


 


(i)            Base Rent for the Refusal Space shall be as
set forth in the Third Party Offer;


 


(ii)           Tenant’s Share applicable to the Refusal Space shall be a fraction, the
numerator of which shall be the number of rentable square feet in the Refusal
Space and the denominator of which shall be the number of rentable square feet
in the Building (as both shall be reasonably determined by Landlord);


 


31

















 


(iii)  The Base Year applicable to the Refusal Space
shall be as set forth in the Third Party Offer;


 


(iv)  Tenant shall accept the Refusal Space in the
time, condition and manner described in the Third Party Offer;


 


(v)   Tenant’s lease of the Refusal Space shall be
for the term set forth in the Third Party Offer;


 


(vi)  Other applicable terms and conditions of the
Third Party Offer shall modify the Lease; and


 


(vii)   For all purposes under the Lease, other than
for the applicable calculations set forth above, the term “Premises” shall be
deemed to include the Refusal Space.


 


(d)     Subordination. Tenant’s Right of Refusal shall be
subordinate to any and all existing rights or interests conferred to AT&T
for all or any portion of the Refusal Space, as contained in any lease, or
otherwise, in effect on the effective date of this Lease, including, without
limitation, (i) options or rights regarding renewal, extension or
expansion and/or (ii) subleases.


 


(e)     Failure
to Exercise. If Tenant does
not exercise its Right of Refusal in the time and manner set forth herein, the
Right of Refusal shall be deemed terminated and of no further force or effect.


 


(f)      No
Default. Tenant may exercise
the Right of Refusal, and an exercise thereof shall only be effective, provided
that Tenant has never been in default of any term or condition of this Lease
beyond any applicable notice or cure period.


 


(g)     Not
Transferable. Tenant
acknowledges and agrees that the Right of Refusal shall be deemed personal to
Tenant and if Tenant subleases, assigns or otherwise transfers any interests
hereunder to any person or entity prior to the exercise of the Right of
Refusal, the Right of Refusal shall lapse and be forever waived.


 


3.             Tenant’s Continuing Right of
Opportunity.


 


(a)           Opportunity
Space. PROVIDED THAT THE
EXPANSION OPTION AS SET FORTH IN SECTION 1 ABOVE AND THE RIGHT OF REFUSAL
AS SET FORTH IN SECTION 2 ABOVE HAVE BOTH LAPSED AND ARE OF NO FURTHER
FORCE OR EFFECT, then if at any time during the initial four (4) years of
the Term (or five (5) years if Tenant exercises the Extension Option as
set forth in Section 4 below) Landlord desires to actively market any
space that is horizontally adjacent to the Premises, Landlord shall give Tenant
written notice (“Opportunity Space Notice”) of such event. Such notice shall
identify the location, configuration and size of the space (“Opportunity
Space”), as well as the applicable business terms under which Landlord is
willing to lease such space (such as duration, commencement date, concessions,
base rent, and additional rent). Within five (5) business days after the
date the Opportunity Space Notice is given to Tenant, the time of giving of
such notice to be of the essence of this Section, Tenant shall give Landlord
written notice (“Opportunity Acceptance Notice”) of its election to lease the
entire Opportunity Space.


 


(b)           Amendment. After receipt of any such Opportunity
Acceptance Notice, Landlord and Tenant shall enter into an amendment to this
Lease acceptable to Landlord and Tenant to amend the Lease pursuant to the
terms and conditions of the Opportunity Space Notice. Except as set forth in
the Opportunity Space Notice, the terms and conditions of the Lease as they
apply to the Premises shall govern Tenant’s lease of the Opportunity Space.


 


(c)           Failure
to Exercise. In the event
that Tenant fails to exercise its right as aforesaid within five (5) business
days of the date the Opportunity Space Notice is given to Tenant or, in the
event Tenant shall have exercised its right and Tenant shall not have executed
an amendment of this Lease as aforesaid within five (5)


 


32

















 


business
days from the date the Tenant is given such an Amendment, Tenant shall be
deemed to have waived its right under this Section with respect to the
Opportunity Space for a period of one hundred eighty (180) days beginning on
the expiration of the applicable five (5) business day period. Except for
such waiver, Tenant’s rights under this Section are continuous and, therefore,
if the lease in favor of a third party of the Opportunity Space expires or
otherwise terminates, and Landlord desires to accept an Opportunity to lease
such Opportunity Space after the expiration of the above-referenced one hundred
eighty (180) day period, Landlord shall again give Tenant notice of its right
to lease such Opportunity Space.


 


(d)           Subordination. Tenant’s right of opportunity granted
hereunder shall be subordinate to any and all existing rights or interests
conferred to other tenants for all or any portion of the Opportunity Space, as
contained in any lease, or otherwise, in effect on the date of execution of
this Lease including, without limitation, (i) options or rights regarding
renewal, extension or expansion, (ii) subleases and (iii) assignments.


 


(e)           Not
Transferable. Tenant
acknowledges and agrees that any right of opportunity granted herein shall be
deemed personal to Tenant and if Tenant subleases, assigns or otherwise
transfers any interests under this Lease prior to the exercise of any right of
opportunity granted under this Section, such right shall lapse and be of no
further force or effect.


 


(f)            No
Default. Tenant shall be
deemed to have waived its rights under this Section in the event that
Tenant is ever in default under the Lease beyond any applicable notice and
grace period.


 


4.             Extension Option. Tenant shall have the right and option
(“Extension Option”) to renew this Lease for one (1) additional and
consecutive period of five (5) years under the same terms and conditions
as stated in the Lease (each a “Extension Option”), with the exceptions that (a) no
further renewal options shall exist and (b) monthly rental for such
renewal term shall be based on the then prevailing market rental rate as
determined by Landlord in good faith based on then recent lease renewals within
the Building and taking into consideration Tenant’s use and financial strength,
but in no event shall be less than the monthly rental in effect for the last
month of the Term immediately prior to the renewal. Tenant may reject the
extension option granted herein within ten (10) days following Tenant’s receipt
of Landlord’s determination of the prevailing market rental. The Extension
Option shall be exercisable by Tenant, if at all, only by timely delivery to
Landlord of written notice of election on or before twelve (12) months prior to
the expiration of the then current Lease Term, but no earlier than eighteen
(18) months prior to the expiration of the then current Lease Term. The option
herein granted shall be deemed to be personal to Tenant, and if Tenant
subleases any portion of the Premises or otherwise assigns or transfers any
interest thereof to another party, such option shall lapse. In the event that
Tenant is in default of any term or condition of the Lease beyond any
applicable notice and grace period, then there shall be no extension of this
Lease as provided herein.


 


5.                Satellite Dish. Provided this Lease shall be in full force
and effect and Tenant shall not be in default hereunder beyond any applicable
grace period, Tenant may, at its sole cost and expense, install and operate
during the Term, a small (not to exceed eighteen (18) inches in diameter)
satellite dish (hereinafter the “Satellite Dish”) on the roof of the Building
at a location to be designated by Landlord, and reasonably acceptable to Tenant
(hereinafter the “Installation Area”). The installation of such Satellite Dish
shall be subject to the following:


 


(a)           Tenant shall not install or operate the
Satellite Dish until it receives prior written approval from Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed. Without
limitation to the generality of the preceding sentence, it shall not be
unreasonable for Landlord to withhold approval if the installation or operation
of the Satellite Dish may (i) damage the Building or roof membrane, (ii) limit
or void the roof warranty, and/or (iii) not be in keeping with the
aesthetics of the Building. Prior to commencing installation, Tenant shall
provide Landlord with (1) detailed plans and specifications for the
installation of the Satellite Dish, (2) copies of all required permits,
licenses and authorizations, which Tenant will obtain at its own expense and
which Tenant will maintain at all times during the operation of the Satellite
Dish, and (iii) a


 


33

















 


Certificate
of Insurance evidencing insurance coverage as required by this Lease and any
other insurance reasonably required by Landlord for the installation and operation
of the Satellite Dish.


 


(b)           Tenant
warrants and represents that (i) Tenant shall repair in a good and
workmanlike manner any damage to the roof of the Building caused by the
installation of the Satellite Dish, (ii) the maintenance of the Satellite
Dish on the roof or the operation thereof shall not cause interference with any
telecommunications, mechanical or other systems either located at or servicing
the Building (whether belonging to or utilized by Landlord or any other tenant
or occupant of the Building) or located at or servicing any building, premises
or location in the vicinity of the Building limited however to that permissible
under applicable F.C.C. regulations to the extent that such regulations apply, (iii) the
installation, existence, maintenance and operation of the Satellite Dish shall
not constitute a violation of any applicable laws, ordinances, rules, orders,
regulations, etc. of any Federal, State, county and municipal authorities
having jurisdiction thereover.


 


(c)           The
installation of the Satellite Dish shall be made subject to and in accordance
with all of the provisions of this Lease. The contractors performing the
installation of the Satellite Dish and/or performing any work on or to the roof
of the Building shall be approved or designated by Landlord prior to the
commencement of any work.


 


(d)           Tenant
covenants and agrees that the installation, operation and removal of the
Satellite Dish will be at its sole risk. Tenant agrees to indemnify and defend
Landlord against all claims, actions, damages, liabilities and expenses
including reasonable attorney’s fees and disbursements in connection with the
loss of life, personal injury, damage to property or business or any other loss
or injury or as a result of any litigation arising out of the installation,
operation or removal of the Satellite Dish.


 


(e)           Landlord,
at its sole option, may require Tenant, at any time prior to the Expiration
Date, to terminate the operation of the Satellite Dish if it is causing
physical damage to the structural exterior of the Building, interfering with
any other service provided to other tenants in the Building, interfering with
any other tenant’s business, in excess of that permissible under F.C.C.
regulations to the extent that such regulations apply and such regulations
shall not require such tenants or those providing such services to correct such
interference. Notwithstanding the foregoing, if Tenant can correct the damage
or disturbance caused by the Satellite Dish to Landlord’s reasonable satisfaction,
Tenant may restore its operation. If the Satellite Dish is not corrected and
restored to operation within thirty (30) days, Landlord, at its sole option,
may require that Tenant remove the Satellite Dish at its own expense.


 


(f)            At
the expiration or sooner termination of this Lease, or upon termination of the
operation of the Satellite Dish, or revocation of any license issued, Tenant
shall remove the Satellite Dish (and all associated wiring and other
appurtenances) from the Building and repair and damage caused thereby, at Tenant’s
sole cost and expense. Tenant shall leave the Installation Area in good order
and repair. If Tenant does not remove the Satellite Dish when so required,
Tenant hereby authorizes Landlord to remove and dispose of the Satellite Dish
and to charge Tenant for all reasonable costs and expenses incurred.


 


6.             Conflict. In the event of any express conflict or
inconsistency between the terms of this Rider and the terms of the Lease, the
terms of this Rider shall control and govern.


 


[Remainder of Page Intentionally Left Blank]


 


34

















 


FIRST AMENDMENT TO LEASE


 


(Policy Studies Inc - 1875 Lawrence Street, Denver, Colorado)


 


THIS
FIRST AMENDMENT TO LEASE
(“Amendment”) is dated for identification purposes as of August 15, 2005,
and is made by and between Principal Life Insurance Company, an Iowa
Corporation (“Landlord’ ) and Policy Studies Inc , a Colorado corporation ( ‘Tenant”)


 


RECITALS


 


WHEREAS,
Landlord and Tenant entered into that certain Standard Office Lease Agreement
dated March 1, 2005 (the “Lease”), pertaining to the premises currently
comprised of a total of approximately 13,595 rentable square feet of space,
commonly referred to as Suite 1200 (“Premises”), of the building located
at 1875 Lawrence Street, Denver, Colorado 80202 (“Building”), and


 


WHEREAS,
Landlord and Tenant desire to enter into this Amendment to expand the area of
the Premises and provide for certain other matters as more fully set forth
herein,


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein, the parties agree that the Lease shall be amended in accordance with
the terms and conditions set forth below


 


1              Definitions


 


(a)           Generally   The capitalized terms used herein shall have the same
definition as set forth in the Lease, unless otherwise defined herein


 


(b)           Expansion Premises   The term ‘Expansion Premises” is
hereby defined to be and to mean that certain space located on the 15th floor of the Building commonly
referred to as Suite 1500, consisting of approximately 13,595 rentable
square feet of space (which is the final agreement of the parties and not
subject to adjustment), as outlined on Exhibit A,
attached hereto and incorporated herein by this reference Accordingly, effective
as of the Expansion Commencement Date, the Premises, as expanded, shall be
deemed to consist of a collective total of approximately 27,190 rentable square
feet of space


 


(c)           Expansion Commencement Date   The term ‘Expansion Commencement
Date” is hereby defined to be and to mean the earlier of (i) March 1,
2006,* or (ii) the Substantial Completion Date as set forth in the Work
Letter, attached hereto as Exhibit B and incorporated herein by this reference If
Tenant is allowed to occupy, use, work in or otherwise enter the Expansion
Premises prior to the applicable Expansion Commencement Date, the terms and
conditions of the Lease as hereby amended shall apply, except that Tenant shall
not be required to pay rent for any period(s) prior to the applicable Expansion
Commencement Date for the Expansion Premises


 






*
Such date (and the Expansion Expiration Date, as well as all other applicable
dates) shall be delayed day-for-day in the event that either (i) AT&T
fails to surrender the Expansion Premises on or before January 1, 2006,
and such delay causes a delay in the Substantial Completion Date as defined in
the Work Letter, or (ii) Landlord or its agents, employees or contractors cause
a delay that delays the Substantial Completion Date


 


1

















 


(d)           Expansion Term The term “Expansion Term” is hereby defined
to be and to mean that period of time commencing on the Expansion Commencement
Date and expiring on the sixtieth (60th)
full calendar month following the Expansion Commencement Date (“Expansion
Expiration Date”) Accordingly, the Expiration Date applicable to the Expansion
Premises is not coterminous with the Expiration Date applicable to the original
Premises


 


2              Expansion of the Original Premises   Effective on the Expansion
Commencement Date, Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, on the terms and conditions set forth in the Lease and herein,
the Expansion Premises Tenant shall accept the Expansion Premises in its
present “as is” condition, except for the performance of Landlord’s Work as set
forth in the Work Letter, attached hereto as Exhibit B and incorporated herein by this reference


 


3              Base
Rent   During the Expansion Term, Tenant shall pay
to Landlord Base Rent for the Expansion Premises, which shall be payable in
monthly installments as follows


 


EXPANSION PREMISES


 


	
  Dates

  	
   

  	
  Approx Rate/RSF/Year

  	
   

  	
  Monthly Installment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expansion Commencement Date – 05/31/06

  	
   

  	
  $

  	
  17 00

  	
   

  	
  $

  	
  19,259 58

  	
   

  
	
  06/01/06 – 05/31/07

  	
   

  	
  $

  	
  17 50

  	
   

  	
  $

  	
  19,826 04

  	
   

  
	
  06/01/07 – 05/31/08

  	
   

  	
  $

  	
  18 00

  	
   

  	
  $

  	
  20,392 50

  	
   

  
	
  06/01/08 – 05/31/09

  	
   

  	
  $

  	
  18 50

  	
   

  	
  $

  	
  20,958 96

  	
   

  
	
  06/01/09 – 08/31/10

  	
   

  	
  $

  	
  19 00

  	
   

  	
  $

  	
  21,525 42

  	
   

  
	
  09/01/10 – Expansion Expiration Date

  	
   

  	
  $

  	
  19 50

  	
   

  	
  $

  	
  22,091 88

  	
   

  



 


Except
as otherwise expressly set forth herein, Base Rent shall be payable pursuant to
the terms and conditions of Section 3 of the Lease


 


4              Tenant’s Proportionate Share   For so long as Tenant leases the
Expansion Premises, Tenant’s Proportionate Share, as defined in Section 1
11 of the Lease, shall be increased by 7 32% (to 14 64%)


 


5              Tenant’s Parking Spaces


 


(a)           For so long as Tenant leases the Expansion Premises, the number of
Parking Spaces to which Tenant is entitled under Section 1 17 of the Lease shall increase by thirteen (13) parking spaces (to a total
of twenty-six (26) parking spaces) in such areas of the parking facilities
associated with the Building as may be reasonably designated by Landlord from
time to time None of the Parking Spaces shall be assigned or reserved


 


(b)           Monthly parking rent, as set forth in Section 1 18 of the Lease,
shall be $90 00 per month per parking space until April 30, 2007
Thereafter, monthly parking rent may increase upon thirty (30) days’ prior
written notice to Tenant to Landlord’s then standard rate


 


6              Termination   Provided that Tenant is not then
in default beyond any applicable notice and cure period and Tenant has not
exercised the Extension Option as set forth in Section 4 of the Rider to


 


2

















 


Lease,
Tenant shall have the right to terminate the lease of the Expansion Premises on
August 31, 2010, provided that Tenant has given written notice of
termination on or before September 1, 2009, and paid a termination fee to
Landlord on or before July 31, 2010, equal to the unamortized costs of
brokerage commissions, allowances and other costs relating to the Expansion
Premises (based on a five year term) as reasonably determined by Landlord and
relayed to Tenant in writing


 


7              Tenant Improvement Allowance
Overage
  Landlord and Tenant
hereby acknowledge and agree
that Tenant exceeded the Allowance as set forth in Exhibit C of the Lease
by Eighty-Nine Thousand Three Hundred Eighty-Eight and No/100ths Dollars
Landlord hereby waives such amount for so long as Tenant is not in default under
the Lease as hereby amended beyond any applicable notice or cure period Upon
such a default, the entire amount conditionally waived shall become fully
liquidated and immediately due and payable, in addition and without limitation
to any and all other rights and remedies of Landlord For purposes of this Section 7,
“waives” means the amount by which Tenant exceeded the Allowance shall not
constitute “Additional Allowance” and shall not be added to the Base Rent, and
Tenant shall not in any manner be required to reimburse or pay Landlord for
such amount except as specifically provided in the third sentence of this Section 7


 


8              Brokers  Tenant
hereby represents and warrants to Landlord that Tenant has not dealt with any
real estate brokers or leasing agents, except Trammell Crow Services, Inc , and
Oberndorf Properties, Ltd (collectively, “Brokers”), in the negotiation of this
Amendment, and that no commissions are payable to any party claiming through
Tenant as a result of the consummation of the transaction contemplated by this
Amendment, except to Brokers, if applicable Tenant hereby agrees to indemnify
and hold Landlord harmless from any and all loss, costs, damages or expenses,
including, without limitation, all attorneys’ fees and disbursements by reason
of any claim of or liability to any other broker, agent, entity or person
claiming through Tenant (other than Brokers) and arising out of or in
connection with the negotiation and execution of this Amendment


 


9              Miscellaneous   With the exception of those
matters set forth in this Amendment, Tenant’s leasing of the Premises (as
expanded) shall be subject to all terms, covenants and conditions of the Lease
In the event of any express conflict or inconsistency between the terms of this
Amendment and the terms of the Lease, the terms of this Amendment shall control
and govern Except as expressly modified by this Amendment, all other terms and
conditions of the Lease are hereby ratified and affirmed The parties
acknowledge that the Lease is a valid and enforceable agreement and that Tenant
holds no claims against Landlord or its agents which might serve as the basis
of any other set-off against accruing rent and other charges or any other
remedy at law or in equity


 


[Remainder
of Page Intentionally Left Blank]


 


3
















 


IN
WITNESS WHEREOF, the foregoing First Amendment to Lease is dated effective as
of the date and year first written above


 


LANDLORD


 


PRINCIPAL
LIFE INSURANCE COMPANY, an Iowa corporation,


for
its Principal U S Property Separate Account,

formerly known as Principal Life Insurance Company, an Iowa corporation,

for its Real Estate Separate Account


	
  By

  	
  PRINCIPAL
  REAL ESTATE INVESTORS, LLC,

  
	
   

  	
  a
  Delaware limited liability company, its authorized signatory

  



 


 


	
  By

  	
  /s/ Douglas A. Kintzie

  	
   

  
	
  Name

  	
  Douglas A. Kintzie

  	
   

  
	
  Title

  	
  Assistant Managing Director

  Asset Management

  	
   

  



 


 


	
  By

  	
  /s/ John H. Root

  	
   

  
	
  Name

  	
  John H. Root

  	
   

  
	
  Title

  	
  Investment Director

  Asset Management

  	
   

  



 


TENANT


 


POLICY
STUDIES INC,

a Colorado corporation


 


 


	
  By

  	
  /s/ Mark A. Levy

  	
   

  
	
  Name

  	
  Mark A. Levy

  	
   

  
	
  Title

  	
  President

  	
   

  



 


4

















 


SECOND AMENDMENT TO LEASE


 


(Policy Studies Inc. - 1875 Lawrence Street, Denver, Colorado)


 


THIS
SECOND AMENDMENT TO LEASE (“Amendment”) is dated for identification purposes as
of July 15, 2006, and is made by and between Principal Life Insurance Company,
an Iowa Corporation (“Landlord”) and Policy Studies Inc., a Colorado
corporation (“Tenant”).


 


RECITALS:


 


WHEREAS,
Landlord and Tenant entered into that certain Standard Office Lease Agreement
dated March 1, 2005, as amended by that certain First Amendment to Lease dated August
15, 2005 (collectively, the “Lease”), pertaining to the premises currently
comprised of a total of approximately 27,190 rentable square feet of space,
commonly referred to as Suites 1200 and 1500 (“Premises”), of the building
located at 1875 Lawrence Street, Denver, Colorado 80202 (“Building”); and


 


WHEREAS,
Landlord and Tenant desire to enter into this Amendment to expand the area of
the Premises and provide for certain other matters as more fully set forth
herein;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained
herein, the parties agree that the Lease shall be amended in accordance with
the terms and conditions set forth below.


 


1.             Definitions.


 


(a)      Generally. The capitalized
terms used herein shall have the same definition as set forth in the Lease,
unless otherwise defined herein.


 


(b)      Expansion Premises. The
term “Expansion Premises” is hereby defined to be and to mean that certain space
located on the 9th floor
of the Building commonly referred to as Suite 900, consisting of approximately
13,595 rentable square feet of space (which is the final agreement of the
parties and not subject to adjustment), as outlined on Exhibit A, attached hereto and
incorporated herein by this reference. Accordingly, effective as of the
Expansion Commencement Date, the Premises, as expanded, shall be deemed to
consist of a collective total of approximately 40,785 rentable square feet of
space.


 


(c)      Expansion Commencement Date.
The term “Expansion Commencement Date” is hereby defined to be and to mean January
1, 2007, which date is not subject to extension due to delays in delivery,
provided that Landlord uses commercially reasonable efforts to deliver the
same. Tenant shall be allowed to occupy, use, work in or otherwise enter the
Expansion Premises following the Date of Substantial Completion as set forth in
the Work Letter, attached hereto as Exhibit B
and incorporated herein by this reference. Landlord and Tenant shall commence
the design and construction process following the full execution of this
Amendment. In the event that Tenant transacts business or otherwise occupies
the Premises prior to the date of substantial completion, the terms and conditions
of the Lease as hereby amended shall apply, including, without limitation,
Tenant’s obligation to pay Base Rent (at the rate of $22,091.88 per month),
Operating Expenses, and Taxes applicable to the Expansion Premises, prorated on
a per diem basis for any partial month.


 


1

















 


(d)           Expansion Term.  The term “Expansion Term” is hereby defined to
be and to mean that period of time commencing on the Expansion Commencement
Date (January 1, 2007) and expiring on February 28, 2011 (“Expansion
Expiration Date”). Accordingly, the Expiration Date applicable to the Expansion
Premises is not coterminous with the Expiration Date applicable to the original
Premises.


 


2.             Expansion
of the Original Premises.  Effective on the Expansion
Commencement Date, Landlord hereby leases to Tenant and Tenant hereby leases
from Landlord, on the terms and conditions set forth in the Lease and herein,
the Expansion Premises. Tenant shall accept the Expansion Premises in its
present “as is” condition, except for the performance of Landlord’s Work as set
forth in the Work Letter, attached hereto as  Exhibit B and incorporated herein by this reference.


 


3.             Base Rent.  During the Expansion Term, Tenant shall pay to Landlord Base Rent for the
Expansion Premises, which shall be payable in monthly installments as follows:


 


EXPANSION PREMISES


 


	
  Dates

  	
   

  	
  Approx. Rate/RSF/Year

  	
   

  	
  Monthly Installment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  01/01/07 – 05/31/07 (5 months)

  	
   

  	
  $

  	
  19.50

  	
   

  	
  $

  	
  22,091.88

  	
   

  
	
  06/01/07 – 05/31/08 (12 months)

  	
   

  	
  $

  	
  20.00

  	
   

  	
  $

  	
  22,658.33

  	
   

  
	
  06/01/08 – 05/31/09 (12 months)

  	
   

  	
  $

  	
  20.50

  	
   

  	
  $

  	
  23,224.79

  	
   

  
	
  06/01/09 – 08/31/10 (15 months)

  	
   

  	
  $

  	
  21.00

  	
   

  	
  $

  	
  23,791.25

  	
   

  
	
  09/01/10 – 02/28/11 (6 months)

  	
   

  	
  $

  	
  21.50

  	
   

  	
  $

  	
  24,357.71

  	
   

  



 


Except
as otherwise expressly set forth herein, Base Rent shall be payable pursuant to
the terms and conditions of Section 3 of the Lease.


 


4.             Tenant’s Proportionate Share.


 


(a)           For so long as Tenant
leases the Expansion Premises, Tenant’s Proportionate Share, as defined in Section 1.11
of the Lease, shall be increased to 21.96% (Tenant’s Proportionate Share
applicable to the Expansion Premises is 7.32%).


 


(b)           The Base Year, as
defined in Section 1.12 of the Lease, applicable to the Expansion Premises
is calendar year 2007 (but shall remain calendar year 2005 for the remainder of
the Premises).


 


5.             Tenant’s Parking Spaces.


 


(a)           For so long as Tenant
leases 40,785 rentable square feet of space, the number of Parking Spaces to
which Tenant is entitled under Section 1.17 of the Lease shall increase to
a total of forty (40) parking spaces in such areas of the parking facilities
associated with the Building as may be reasonably designated by Landlord from
time to time. None of the Parking Spaces shall be assigned or reserved.


 


2

















 


(b)           Monthly parking rent,
as set forth in Section 1.18 of the Lease, applicable to the Expansion
Premises shall be at market rates for the Building per parking
space. Monthly parking rent may increase upon thirty (30) days’ prior written
notice to Tenant to Landlord’s then standard rate; provided, however, the
original twenty-six (26) parking spaces shall continue to be $90.00 per month
per parking space until April 30, 2007.


 


6.             Termination.  Tenant’s right to terminate the
expansion space on the 15th floor
of the Building as more fully set forth in Section 6 of the First Amendment to Lease is hereby deleted in its
entirety. However, provided that Tenant is not then in default beyond any
applicable notice and cure period, and further provided that Tenant has not
exercised the Extension Option as set forth in Section 4 of the Rider to
Lease, then Tenant shall have the right to terminate the lease of that portion
of the Premises consisting of the entire 9th and 15th floors of the Building on August 31, 2010.
In order to exercise such option, Tenant must first give written notice of
termination on or before September 1, 2009, and pay a termination fee to
Landlord on or before July 31, 2010, equal to the unamortized costs of
brokerage commissions, allowances and other costs relating to both the 9th and 15th floors of the Building (based on a five year
term) as reasonably determined by Landlord
and relayed to Tenant in writing. Time is of the essence.


 


7.             Risers.  Provided this Lease shall be in full force and effect and Tenant shall not be
in default hereunder beyond any applicable grace period, Tenant may, at its
sole cost and expense, install and operate during the Term, wiring a cabling
within the risers of the Building. The use of the risers shall be subject to
the following:


 


(i)         Tenant shall not
install such wiring or cabling, or use the risers, until it receives prior
written approval from Landlord, which approval shall not be unreasonably
withheld, conditioned or delayed.


 


(ii)        The contractors
performing work within the risers shall
be approved (which approval shall not be unreasonably withheld, conditioned or
delayed) or designated by Landlord prior to the commencement of any work.


 


(iii)       Tenant covenants and
agrees that the installation, operation and removal of the wiring and cabling
will be at its sole risk. Tenant agrees to indemnify and defend Landlord
against all claims, actions, damages, liabilities and expenses including
reasonable attorney’s fees and disbursements in connection with the loss of life,
personal injury, damage to property or business or any other loss or injury or
as a result of any litigation arising out of the installation, operation or
removal of the wiring and cabling, or use of the risers. Tenant acknowledges
that other tenants and occupants also use the risers; accordingly, Tenant shall
not over-burden the risers or damage any property of other tenants or
occupants.


 


(iv)      At the expiration or
sooner termination of this Lease, or upon termination of the operation of the
use of the wiring and cabling with the risers, Tenant shall remove all
applicable wiring and cabling from within the risers and repair and damage
caused thereby, at Tenant’s sole cost and expense. Tenant shall leave the
risers in good order and repair. If Tenant does not remove the wiring and
cabling from the risers when so required, Tenant hereby authorizes Landlord to
remove and dispose of the wiring and cabling and to charge Tenant for all
reasonable costs and expenses incurred.


 


3

















 


8.             Brokers.  Tenant hereby represents and warrants to
Landlord that Tenant has not dealt with any real estate brokers or leasing agents, except Trammell Crow Services, Inc.,
and Oberndorf Properties, Ltd. (collectively, “Brokers”), in the negotiation of
this Amendment, and that no commissions are payable to any party claiming
through Tenant as a result of the consummation of the transaction contemplated
by this Amendment, except to Brokers, if applicable. Tenant hereby agrees to
indemnify and hold Landlord harmless from any and all loss, costs, damages or
expenses, including, without limitation, all attorneys’ fees and disbursements
by reason of any claim of or liability to any other broker, agent, entity or
person claiming through Tenant (other than Brokers) and arising out of or in
connection with the negotiation and execution of this Amendment.


 


9.             Miscellaneous.  With the exception of those matters set
forth in this Amendment, Tenant’s leasing of the Premises (as expanded) shall
be subject to all terms, covenants and conditions of the Lease. In the event of
any express conflict or inconsistency between the terms of this Amendment and
the terms of the Lease, the terms of this Amendment shall control and govern.
Except as expressly modified by this Amendment, all other terms and conditions
of the Lease are hereby ratified and affirmed. The parties acknowledge that the
Lease is a valid and enforceable agreement and that Tenant holds no claims
against Landlord or its agents which might serve as the basis of any other
set-off against accruing rent and other charges or any other remedy at law or
in equity.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the foregoing Second Amendment to Lease is dated effective
as of the date and year first written above.


 


LANDLORD:


 


PRINCIPAL
LIFE INSURANCE COMPANY, an Iowa corporation,

for its Principal U.S. Property Separate Account,

formerly known as Principal Life Insurance Company, an Iowa corporation,

for its Real Estate Separate Account 


	
  By:

  	
  PRINCIPAL
  REAL ESTATE INVESTORS, LLC,

  
	
   

  	
  a
  Delaware limited liability company, its authorized signatory

  



 


 


JUL 24 2006


 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
  [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  Investment Director

  Asset Management

  	
   

  



 


 


JUL 24 2006


 


	
  By:

  	
  /s/ Brett A. Cassabaum

  	
   

  
	
  Name:

  	
  Brett A. Cassabaum

  	
   

  
	
  Title:

  	
  Assistant Director

  Financial Reporting

  	
   

  



 


TENANT:


 


POLICY
STUDIES INC.,

a Colorado corporation


 


 


	
  By:

  	
  /s/ Mark A. Levy

  	
   

  
	
  Name:

  	
  Mark A. Levy

  	
   

  
	
  Title:

  	
  President/COO

  	
   

  



 


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