Exhibit
10.29


 


FOUNDERS
TOWER OFFICE LEASE


 


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


 


RECITALS:


 


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


 


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


 


AGREEMENT:


 


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


 


Article 1


DEFINITIONS


 


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


 


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


 


“Actual Expense Increase”: The
amount by which Operating Expenses in any particular calendar year exceed
Operating Expenses incurred in the Base Expense Year.


 


“Additional Rent”: All
sums payable by Tenant under or pursuant to this Lease, whether to Landlord or
others, other than Base Rent.


 


“Base Expense Year”: Shall
mean the calendar year 2003. 


 


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


 


“Commencement Date”: The
date determined pursuant to Article 3 of this Lease.


 


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


 


“Estimated Expense Increase”: Landlord’s
estimate of the amount by which Operating Expenses for any particular calendar
year will exceed Operating Expenses for the Base Expense Year.


 

















 


“Expiration Date”:    December 31. 2004


 


“Guarantor(s)”:  Not
applicable.


 


“Legal Requirements”: All
federal state, and local laws (whether imposed by statute, ordinance,
regulation, administrative or judicial order, any other governmental authority,
or common law), rules and regulations of utility companies, and all restrictive
covenants and Rules and Regulations now or hereafter in effect which are
applicable to the construction, modification, use or occupancy of the Premises,
Building and areas adjacent and appurtenant thereto, including, without
limitation, zoning ordinances, development and subdivision regulations,
building (including the Americans With Disabilities Act), fire and safety
codes, parking and traffic regulations, and environmental requirements.


 


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


 


“Operating Expenses”: See
definition attached as Exhibit B hereto.


 


“Permitted Use”: General
office use.


 


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


 


“Rent”: All
Base Rent and Additional Rent.


 


“Rentable Area of  the
Building”: 175,277 square feet.


 


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


 


“Scheduled Commencement Date”:  January
1. 2003.


 


“Security Deposit”:
   $10,000 deposited with lease dated
January 1, 2000.


 


“Tenant’s Pro-Rata Share”:  7.13%.


 


“Term”: The
period beginning on the Commencement Date and ending on the Expiration Date, or
any earlier date on which the Term is terminated pursuant to the terms of this
Lease.


 


Article 2


LEASE OF PREMISES


 


2.1             Lease.  In consideration of the
payment of Rent and the performance of the covenants and agreements by Tenant
hereinafter set forth, Landlord hereby leases and demises to Tenant the
Premises, together with the non-exclusive right, subject to the provisions
hereof, to use all appurtenances thereto, including the Building Common Areas
and parking facilities designated from time to time by Landlord for the
exclusive or non-exclusive use of the tenants of the Building.


 


2.2             Quiet
Enjoyment. So  long as Tenant is not in default under
this Lease, Tenant shall be entitled to the quiet enjoyment and peaceful
possession of the Premises, subject to the terms and provisions of the Lease,
including, without limitation, the Rules and Regulations.


 


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Article 3


TERM


 


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


 


3.2             Surrender;
Holding Over.  Upon
the expiration or other termination of the Term, Tenant shall promptly quit the
Premises and surrender the same to Landlord in good order and condition,
ordinary wear and tear and loss by fire or other casualty excepted, unless due
to the negligence of Tenant, and Tenant shall remove all of its movable
furniture, trade fixtures and other personal property. The parties agree that
their respective rights and obligations regarding goods, furniture,
furnishings, trade fixtures and any other personal property belonging to Tenant
which is left in the Premises at the end of the Term will be governed by the
provisions of Section 52 of Title 41 of the Oklahoma Statutes, as the same may
be amended from time to time. If Tenant remains in possession of the Premises
after the expiration of the Term and continues to pay Rent, and Landlord
accepts such Rent, without any express written agreement as to such holding
over, then such holding over shall be deemed to be a tenancy from
month-to-month, subject to all the terms and conditions hereof on the part of
Tenant to be observed and performed and at a monthly Base Rent equivalent to
two hundred percent (200%) of the monthly Base Rent payable by Tenant
immediately prior to such expiration, plus all other Additional Rent payable
hereunder. All such Rent shall be payable in advance on the same day of each
calendar month. Nothing contained herein shall be construed as obligating
Landlord to accept any rental tendered by Tenant after the expiration of the
Term or to relieve Tenant of its obligation as set forth above to surrender the
Premises at the end of the Term and any holdover without Landlord’s consent
shall be deemed a default hereunder entitling Landlord to all of its rights and
remedies set forth in Article 15 below, including, without limitation, its
right to recover consequential damages resulting from said holdover.


 


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


 


Article 4


RENT


 


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


 


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


 


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


 


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acceptance of subsequent
installments of Rent without having received any accrued late charges or
interest will not waive Landlord’s right to collect such late charges and
interest at any’ time thereafter, including if applicable, at the expiration or
sooner termination of the Term.


 


4.4             Payments
Under Lease.  Except
as otherwise specifically provided in this Lease, Tenant agrees to pay all Rent
provided for herein without demand. The obligation of the Tenant to pay Rent
under this Lease is an independent covenant and no act or circumstance
whatsoever (whether constituting a default by Landlord or not) will release
Tenant from the obligation to pay Rent timely or give rise to any deduction
from or setoff against Rent payable hereunder.


 


Article 5


TENANT IMPROVEMENTS


 


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


 


5.2             Acceptance
of Premises. Except as provided in the Work Letter,
taking possession of the Premises by’ Tenant shall be conclusive evidence as
against Tenant that the Premises were in the condition agreed upon between
Landlord and Tenant and acknowledgment of satisfactory completion of any’ work
to be performed by Landlord.


 


Article 6


USE OF PREMISES


 


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


 


6.2             Compliance
With Legal Requirements. Tenant, at Tenant’s expense, shall comply with all Legal Requirements now
in effect, or which may hereafter be in effect, which shall impose any duty
upon Landlord or

Tenant with respect to the occupation or alteration of the Premises. For
instance, as between Landlord and Tenant, Tenant shall bear responsibility for
the compliance of the Premises with the Americans With Disabilities Act. The
foregoing responsibilities shall be limited, however, to compliance required by
the unique character of any alterations undertaken by Tenant or by the unique
character of Tenant’s use (i.e., which distinguishes the same from ordinary
office usage). Consequently, to the extent Legal Requirements are imposed on
office usage in general, the cost of such compliance will be paid by
Landlord.  To the extent Legal
Requirements are imposed solely by reason of the unique character of Tenant’s
alterations, as described above, the cost of compliance will be paid by Tenant.


 


6.3             No
Waste;
Compliance With Insurance and Environmental Requirements.


Tenant shall not commit
waste or suffer or permit waste to be committed or permit any nuisance on or in
the Premises. Tenant agrees that it will not store, keep, use, sell, dispose of
or offer for


 


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


 


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


 


Article 7


OPERATING EXPENSES


 


7.1             Payment
of Tenant’s Pro-Rata Share of  Operating Expenses.


 


(a)           Tenant agrees to pay its Pro Rata
Share of Operating Expenses to the extent that Operating Expenses in any
particular year exceed Operating Expenses incurred in the Base Expense Year.
The payment of Tenant’s Pro Rata Share of Operating Expenses pursuant to the
provisions of this Article shall be made as follows: Beginning with the first
rental payment due in the calendar year following the Commencement Date and
continuing each month until the first comparative statement is submitted to
Tenant (and continuing each succeeding year), Tenant shall pay Landlord, as
additional rent, an amount equal to one-twelfth of Tenant’s Pro-Rata Share of
the Estimated Expense Increase. In the event that a comparative statement
evidences that the Actual Expense Increase was greater than the Estimated
Expense Increase, then Tenant shall pay Landlord the amount of such excess as
Additional Rent with the next monthly installment of Base Rent. In the event
that a comparative statement shall show that the Actual Expense Increase amount
was less than the Estimated Expense Increase amount, then Tenant shall receive
a credit for such amount from Landlord to the extent that Tenant has paid the
Estimated Expense Increase amount pursuant to this Paragraph.


 


(b)           Landlord’s and Tenant’s
responsibilities with respect to the Operating Expense adjustment described
herein shall survive the expiration or early termination of this Lease. If
Tenant shall dispute the amount of an adjustment submitted by Landlord or any
proposed estimated increase or decrease in the Estimated Operating Expenses, or
comparative statement, Tenant shall give Landlord written notice of such
dispute within thirty (30) days after Landlord advises of such comparative
statement, adjustment or proposed increase or decrease.  If Tenant does not give Landlord such notice
within such time, Tenant shall have waived its right to dispute the amounts so
determined.  If Tenant timely objects,
Tenant shall have the right, at its own expense, to engage its own accountants
for the purpose of verifying the accuracy of the statement complained of or the
reasonableness of the estimated increase or decrease.  If Tenant identifies an error has been made that is 3% or
more in excess of the Additional Rent due, Landlord and Tenant shall endeavor
to agree upon the matter, failing which the parties shall submit such matter to
an independent certified public accountant selected by Landlord and reasonably
acceptable to Tenant, for a determination which shall be final, conclusive and
binding upon Landlord and Tenant. Notwithstanding the pendency of any dispute
over any particular statement, Tenant shall continue to pay Landlord the amount
of the monthly installments of Tenant’s Pro Rata Share of Operating Expenses
determined by Landlord until the adjustment has been determined to be
incorrect.  If it shall be determined
that any portion of the Operating Expenses were not properly chargeable to
Tenant, then Landlord shall promptly credit or refund the appropriate sum to
Tenant and, if Landlord’s statement for any year exceeds the amount actually
due by more than 3% Landlord shall pay for the independent certified public accountant’s
determination, otherwise Tenant shall pay for the independent certified public
accountant’s determination.


 


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


 


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Article 8


LANDLORD SERVICES; MAINTENANCE


 


8.1             Services
Provided By Landlord. Subject to the provisions of
Section 8.3 below, Landlord, without charge, except as provided herein, and in
accordance with standards from time to time prevailing for the Building, agrees
to:


 


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


 


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


 


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


 


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


 


(e)         furnish janitorial
service, as contracted for by Landlord, five (5) days per week, exclusive of
normal holidays; provided, however, if Tenant’s flooring, other improvements or
furniture upholstery’ require special treatment, Tenant shall pay to Landlord
the additional cleaning cost attributable thereto upon presentation of a
statement therefor by Landlord;


 


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


 


(g)                   provide one annual exterior
window washing; and


 


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


 


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


 


8.3             Notification
of Accidents or Defects.  Tenant
agrees tonotify promptly the Landlord or its representative of any accidents
or defects in the Building of which Tenant becomes aware including defects in
pipes, electric wiring, and HVAC equipment. In addition, Tenant shall provide
Landlord with prompt notification of any matter or condition, which may cause
injury or damage to the Building, Common Areas or any person or property
therein.


 


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8.4             Maintenance
and Improvements.  Unless
otherwise expressly provided herein. Landlord shall not be required to make any
improvements or repairs of any kind or character including plumbing which
exclusively serves the Leased Premises, to the Premises during the Term,
except: (a) such repairs to HVAC, mechanical, plumbing, life safety and
electrical systems in the Premises (to the extent such systems are building
standard) as may be deemed necessary by Landlord for normal maintenance
operations of the Building; and (b) upkeep, maintenance, and repairs to all
Common Areas so long as the need for any such repair is not the result of
Tenant’s negligence.


 


8.5             Landlord’s
Re-entry; Alterations. Tenant covenants and agrees to
permit Landlord upon reasonable notice, and at any time in the event of an
emergency, to enter the Premises to examine and inspect the same or, if Landlord
so elects, to perform any obligations of Tenant hereunder, at the expense of
Tenant, which Tenant shall fail to perform or to perform such cleaning,
maintenance, janitorial services, repairs, additions, or alterations as
Landlord may deem necessary or proper for the safety, improvement, or
preservation of the Premises or of other portions of the Building or as may be
required by any governmental authorities through any Legal Requirement. Any
such re-entry shall not constitute an eviction or entitle Tenant to abatement
of Rent. Furthermore, Landlord shall at all times have the right at Landlord’s
election to make such alterations or changes in other portions of the Building
as Landlord may from time to time deem necessary.


 


8.6             Repairs.  In the event of the need for any repair which is the responsibility of
the Landlord herein. Tenant may notify Landlord in writing of such needed
repair and Landlord shall undertake reasonable efforts to make such repair
within fifteen (15) days from the date of such notice.  If and to the extent the need for such
repair renders any portion of the Premises unusable for normal office usage
then, from and after 15 days from the date of such notice to Landlord, no Rent
shall be payable with respect to such unusable space until such repair has been
completed.


 


 


Article 9


SECURITY DEPOSIT


 


9.1             Payment
and Application of  Security Deposit.  Concurrently with the execution of this Lease,
Tenant agrees to deposit with Landlord and keep on deposit at all times during
the Term, the Security Deposit described in Section 1.2, as security for
the payment by Tenant of all Rent and for the faithful performance of all the
terms, conditions, and covenants of this Lease. If, at any time during the
Term, an Event of Default shall have occurred under this Lease, Landlord shall
have the right to use the Security Deposit, or so much thereof as necessary, in
payment of any Rent, in reimbursement of any expense incurred by Landlord, and
in payment of any damages incurred by Landlord by reason of Tenant’s
default.  In such event, Tenant shall,
within five (5)  days after written demand by Landlord, remit to Landlord a
sufficient amount in cash to restore the Security Deposit to its original
amount. At the end of the Term, and provided all covenants and agreements of
this Lease have been fully performed, Landlord shall refund to Tenant or to
whomever is then the holder of Tenant’s interest in this Lease, any unused
portion of the Security Deposit, without interest. Landlord shall have the
right to commingle the Security Deposit with other funds of Landlord.  If Landlord’s interest in the Building or
Premises is sold or transferred after the date of this Lease, Landlord agrees
to deliver the Security Deposit to the purchaser or transferee and obtain
the purchaser’s or transferee’s assumption of the Landlord’s obligation
hereunder, and thereupon, Landlord shall be discharged from further
liability with respect to the Security Deposit.  Tenant agrees that if a mortgagee succeeds to Landlord’s interest
in the Premises by reason of foreclosure or deed in lieu of foreclosure, Tenant
shall have no claim against said mortgagee for the Security Deposit, or any
portion thereof, unless such mortgagee has actually received (and acknowledged
receipt of) the same from Landlord. Landlord shall be under no obligation to
use the Security Deposit to cure a default by Tenant. If Landlord does elect to
use the Security Deposit. Tenant shall remain liable for any claims of
Landlord, which exceed the amount of the Security Deposit used.


 


9.2                                                            


 


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Article 10


TENANT’SALTERATIONS, FIXTURES AND
EQUIPMENT


 


10.1           Permissible
Alterations. Subject to obtaining Landlord’s prior
written consent, which consent may be withheld in Landlord’s reasonable
discretion, and Tenant’s compliance with the restrictions and conditions set
forth in this Article 10, Tenant may, at its cost, make non-structural alterations
to the interior of the Premises:


 


10.1.1        Restrictions. Tenant shall make no
structural alterations to the Premises (including the exterior thereof). Any
other alterations approved by Landlord in accordance with Section 10.1 above
which are made by Tenant shall not (i) result in an undue burden or excessive
use being placed on the electrical, gas, plumbing. sanitary sewer, heating,
ventilating or air conditioning systems servicing the Building, or require
changes, replacements or additions to such systems; or (ii) result in higher
insurance premiums for the remainder of the Building.


 


10.1.2        Plans. Tenant shall submit to
Landlord for approval reasonably detailed final plans and specifications of the
proposed alterations and the name of its contractor at least thirty (30) days
before the date it intends to commence the alterations.


 


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


 


10.1.4        Permits.  The
alterations shall be approved by all appropriate government agencies, and all
applicable licenses, permits and authorizations shall be obtained before
commencement of the alterations.


 


10.1.5        Compliance. All alterations shall be
completed with due diligence in compliance with the plans and specifications
and working drawings and all applicable laws and in a good and workmanlike
manner, using new materials and equipment at least equal in quality to the
original installations in the Premises.


 


10.1.6                       Insurance.  Before commencing the alterations and at
all times during the construction, Tenant’s


contractor shall maintain
builder’s risk insurance in an amount reasonably satisfactory to Landlord and
provide Landlord with evidence thereof.


 


10.2           Fixtures
and Equipment.  Tenant,
or its subtenants, may install in or upon the Premises such fixtures, trade
fixtures, furniture and equipment as Tenant or such subtenants deem desirable
provided such fixtures, trade fixtures, furniture and equipment do not place an
unreasonable burden on, or exceed the capacity of, the systems specified in
clause (i) of Section 10.1.1 or require changes, replacements or additions
to such systems, or exceed the safe load bearing capacity of the floors of the
Building.


 


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10.3          Ownership;
Removal; Restoration.  All
alterations and fixtures installed pursuant to Sections 10.1 and 10.2 above
shall remain the property of Tenant until the expiration or termination of the
Term, or any earlier termination of tenant’s right to possession as provided in
Article
15 below, at which time all such alterations and fixtures (excluding
trade fixtures) will become the property of the Landlord. All trade fixtures,
furniture and moveable equipment will at all times remain the property of
Tenant. Tenant shall remove any’ trade fixtures, furniture, moveable equipment
and other personal property upon the expiration or termination of the Term or
any earlier termination of Tenant’s right to possession. Notwithstanding any of
the foregoing. Tenant shall not remove any property if such removal would cause
structural or irreparable damage to the Premises. After removing any property
from the Premises, which Tenant is permitted to remove, Tenant shall promptly,
at its expense, repair or restore any damage to the Premises caused by the
removal.


 


10.4           No
Liens; Indemnity.  Tenant
shall keep the Premises and Tenant’s interest therein free from any liens
arising out of any work performed on the Premises, materials furnished thereto
or obligations incurred by Tenant and shall cause the same to be released or
bonded off within thirty (30) days of the filing of the same.  Tenant shall indemnify, defend and hold
Landlord harmless against liability, loss, damage, cost, and all other expenses
(including without limitation, reasonable attorney’s fees) arising out of
claims of liens for obligations incurred by, or work performed or materials or
supplies furnished to or for the benefit of, Tenant or persons claiming under
Tenant or with regard to Tenant’s failure to comply with Sections 10.1.4 and
10.1.5 above.


 


 


Article 11


ASSIGNMENT AND SUBLETTING


 


11.1          Assignment
or Subletting.  Tenant
will not assign or encumber this Lease, or any interest herein, nor sublease
the Premises or any portion thereof, without Landlord’s prior written consent,
which consent will not be unreasonably withheld. If permitted by Landlord, no
such assignment, sublease or encumbrance will release Tenant or any Guarantor
of the Lease from its obligations hereunder or thereunder.


 


Article 12


CONDEMNATION


 


12.1          Condemnation.  If the entire Premises, or
any substantial part of the Premises or any portion of the Building
which shall render the Premises untenantable, shall be taken by right of
eminent domain or shall be conveyed in lieu of any such taking, then either
Landlord or Tenant may, at its option, terminate this Lease by giving the other
party written notice of such election within thirty (30) days after such taking
or conveyance. In such event, this Lease shall cease and terminate and the Rent
shall be duly apportioned as of the date of such taking or conveyance. Tenant
thereupon shall surrender the Premises and all interest therein under this
Lease to Landlord, and Landlord may reenter and take possession of the Premises
or remove Tenant therefrom. In the event less than all of the Premises shall be
taken by eminent domain or conveyance in lieu thereof, Landlord shall promptly
repair the Premises as nearly as possible to its condition immediately prior to
such taking, unless Landlord elects not to reconstruct or rebuild as described
in Section
14.3 below.  In the event of  any
such taking or conveyance, Landlord shall receive the entire award or
consideration for the portion of the Building so taken. Notwithstanding the
foregoing, Landlord’s use of condemnation proceeds may be subject to the
control of its first mortgage lender and, if those proceeds are not made
available for restoration of the Premises, or if they are not sufficient to
restore the Premises, Landlord shall not be obligated to restore the Premises.
This Lease shall continue in any such event unless the inability to effect such
a restoration renders the Premises untenantable.


 


Article 13


INDEMNITY OF LANDLORD;


LIABILITY AND CASUALTY INSURANCE


 


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


 


9

















 


to any other person rightfully in said Building for any purpose
whatsoever, where the injuries are caused by the negligence, misconduct or
breach of this Lease by the Tenant. Tenant’s agents, servants, or employees or
of any other person entering upon the Premises under express or implied
invitation of Tenant or where such injuries are the result of the violation of
the provisions of this Lease by any of such persons. This indemnity shall
survive termination or earlier expiration of this Lease.


 


13.2          Tenant’s
Liability and Casualty Insurance.  In  addition
to providing the indemnity referenced above, Tenant shall obtain and maintain
throughout the Term a commercial general liability policy, including protection
against death, personal injury and property damage and issued by an insurance
company qualified to do business in the State of Oklahoma, with a single limit
of not less than One Million Dollars ($1,000,000.00). Any such policy shall
name Landlord as an additional insured. Each such policy shall provide that the
same may not be canceled or modified without at least twenty (20) days’ prior
written notice to Landlord. Tenant shall also provide adequate casualty
insurance coverage on all of its personal property, including trade fixtures,
located in the Premises. Prior to occupancy of the Premises, and thereafter
from time to time, Tenant shall deliver certificates evidencing that such
insurance is in force and effect. The limits of said insurance shall not, under
any circumstances, limit the liability of Tenant hereunder with regard to Section
13.1 above.


 


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


 


Article 14


CASUALTY; RESTORATION OF PREMISES


 


14.1           Damage
to Premises.  If
the Premises or the Building shall be so damaged by fire or other casualty as
to render the Premises wholly untenantable and if such damage shall be so great
that a competent architect, in good standing, selected by Landlord shall
certify in writing to Landlord and Tenant within sixty (60) days of said
casualty that the Premises, with the exercise of reasonable diligence, cannot
be made fit for occupancy within one hundred twenty (120) working day’s from
the happening thereof, then Landlord may, at its option, terminate this Lease.
If Landlord so elects to terminate this Lease, Tenant shall thereupon surrender
to Landlord the Premises and all interest therein hereunder, and Landlord may
reenter and take possession of the Premises and remove Tenant therefrom. Tenant
shall pay Rent, duly apportioned, up to the time of such termination of this
Lease. If Landlord does not so elect to terminate this Lease then, Landlord
shall repair the damage so done (to the extent of the Tenant Improvements identified
in Exhibit D, the “Work Letter”, if any, provided by Landlord to Tenant) with
all reasonable speed and this Lease shall continue in effect. Landlord shall
not have any obligation to rebuild in the event of major damage to the Premises
during the last Twelve (12) months of the term.  The reference in the foregoing to Rent being “duly
apportioned” shall mean that Rent allocable to Rentable Square Feet of the
Premises that is rendered unusable by the casualty shall be abated as of  the
date of  the casualty and Rent allocable to the Rentable Square Feet of
the Premises which remains usable following such casualty being payable
until the Lease Expiration Date or until earlier termination of  the
Lease as provided for herein.


 


14.2          Minor
Damage.  If the
Premises shall be slightly damaged by fire or other casualty, but not so as to
render the same wholly untenantable or to require a repair period in excess of
one hundred twenty (120) days, then, Landlord, after receiving notice in
writing of the occurrence of the casualty, except as hereafter provided, shall
cause the same to be repaired with reasonable promptness and this lease shall
continue in effect.


 


10

















 


14.3           Damage
to Building.  In
case the Building shall be so injured or damaged, whether by fire or otherwise
(though the Premises may not be affected, or if affected, can be repaired
within said one hundred twenty (120) days), but not so as to require a repair
period in excess of one hundred twenty (120) days, then Landlord, after
receiving notice in writing of the occurrence of the casualty, except as
provided in Section 14.4, shall cause the same to be repaired with reasonable
promptness and this lease shall continue in effect.


 


14.4          Insurance
Proceeds Not Sufficient or Available. Landlord shall
never have an obligation to rebuild if its insurance proceeds are insufficient
to permit restoration or if they are not made available by Landlord’s lender.
Landlord shall terminate this Lease if it elects not to rebuild in
either event, by giving Tenant written notice of its election to do so within
sixty (60) day’s after determining the non-availability or insufficiency of
such proceeds. In such event, Tenant shall pay the Rent, properly apportioned
up to the date of termination, and neither party shall have any further rights
or obligations under this Lease, except for any obligations, which specifically
survive any such termination.


 


14.5           Waiver
of Subrogation.  Landlord
and Tenant hereby waive any and all rights of recovery against the other, their
officers, agents, and employees occurring out of the use and occupancy of the
Premises for loss or damage to their respective real and/or personal property
arising as a result of a casualty or condemnation contemplated by this Lease.
Each of the parties shall, upon obtaining the policies of insurance required by
this Lease, notify the insurance carrier that the foregoing waiver is contained
in this Lease and shall require such carrier to include an appropriate waiver
of subrogation provision in the policies.


 


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


 


Article 15


TENANT’S DEFAULT; LANDLORD’S REMEDIES


 


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


 


15.2           No  Waiver.  No action  by Landlord during the Term
will be deemed an acceptance of an attempted surrender of the Premises. No
reentry or taking possession of the Premises by Landlord will be construed as
an election by Landlord to terminate this Lease, unless a written notice of
termination is given to Tenant. Landlord may accept late or partial payments of
Rent without prejudice to its right to require prompt payment in the future or
to enforceits remedies hereunder for failure to make payment in full. Any
forbearance by Landlord in exercising any right or remedy hereunder or
otherwise provided by law shall not be a waiver of or preclude the exercise of
any such right or remedy unless expressly waived. Any express waiver of any
default by Tenant hereunder shall not constitute a waiver of any other or
future default.


 


15.3           Remedies.  On  the occurrence of any event
of default, Landlord will have the following remedies, in addition to any other
rights or remedies provided by this Lease or by applicable law, all of which
may be exercised without any further notice or demand on Tenant.


 


11

















 


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


 


15.3.2          Termination.   Landlord may terminate this Lease, in which event Tenant
will immediately surrender the Premises to Landlord, but if Tenant fails to do
so. Landlord may, without notice and without prejudice to any other remedy
Landlord might have, enter and take possession of the Premises and remove
Tenant, anyone claiming under Tenant and any property therefrom without being
subject to any claim for damages therefor. Tenant shall pay Landlord all costs
incurred by Landlord in any such action, including the costs of taking
possession of and repairing any damage to the Premises, and all other damages
caused by Tenant’s default.


 


15.3.3          Reletting.  If
Landlord does not terminate this Lease, then Landlord may, at its option,
reenter the Premises and remove any persons or property therein, and may relet
the Premises for the benefit of Tenant, in which event Tenant shall pay
Landlord all costs incurred by Landlord in taking such action including,
without limitation, the costs of taking possession of and repairing the Premises,
the cost of preparing the same for reletting, attorneys’ fees, brokerage
commissions, and all other damages caused by Tenant’s default. Tenant shall
remain obligated to Landlord for the difference between any rent received by
Landlord as a result of such reletting and the Rent for which Tenant is
obligated hereunder. Landlord shall have no duty to relet the Premises and the
failure of Landlord to relet the Premises will not release or affect Tenant’s
liability for Rent or for damages. In the event any such reletting results in
payment of rent thereunder to Landlord in excess of the Rent for which Tenant
is obligated hereunder, Landlord shall retain such excess.


 


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


 


15.3.5          Option to Perform. Landlord may
perform or cause to be pe1formed the unperformed obligations of
Tenant under this Lease and may enter the Premises to accomplish such purpose
without being subject to any claim for damages therefor.  Tenant agrees to reimburse Landlord on
demand for any expense which Landlord might incur in effecting compliance with
this Lease on behalf of Tenant, together with interest at the rate specified in
Section
15.3.1 above until paid, and Tenant further agrees that Landlord
will not be liable for any damages resulting to Tenant from such action,
whether caused by negligence of Landlord or otherwise.


 


Article 16


DEFAULT BY LANDLORD


 


16.1           Default
By Landlord.   In
the event of any alleged default on the part of Landlord hereunder, Tenant
shall give written notice to Landlord and Landlord’s first mortgage lender if
lender has provided Tenant written notice of its interest, in the manner
provided herein and shall afford Landlord and such lender a reasonable
opportunity, but at least thirty (30) days, to cure any such default. If said
default is not cured within a reasonable time, Tenant shall be entitled to
pursue a suit for damages or injunctive relief (but no other form of relief);
provided, however, in no event shall (i) the Lease be terminated by Tenant or
(ii) Landlord be responsible for any consequential damages incurred by Tenant
as a result of any default, including, without limitation, lost profits or
interruption of business as a result of any alleged default by Landlord
hereunder. Landlord’s obligations under this Lease shall cease to accrue upon
any transfer by it of the Premises to a transferee assuming Landlord’s
obligations hereunder and Tenant shall look solely to its new landlord for
performance of all obligations accruing hereunder after the transfer.
Landlord’s liability hereunder shall be limited to its interest in the
Building. No mortgage lender shall be required to cure any such default.


 


Article 17


SUBORDINATION; ESTOPPEL


 


17.1           Subordination.   This Lease and all rights
of Tenant hereunder shall be subject and subordinate to any encumbrance
perfected against the Premises or Landlord’s interest in this


 


12

















 


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


 


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


 


18.             Telecommunications.


 


18.1                                 Limitation
of Responsibility.   Tenant
acknowledges and agrees that all telephone and telecommunications services
desired by Tenant shall be ordered and utilized at the sole expense of Tenant.
Unless Landlord otherwise requests or consents in writing, all of Tenant’s
telecommunications equipment shall be and remain solely in the Leased Premises
and, in accordance with the rules and regulations adopted by the Landlord from
time to time, the telephone closet(s) on the floor(s) on which the Leased
Premises is located. Unless otherwise specifically agreed in writing, Landlord
shall have no responsibility for the maintenance of Tenant’s telecommunications
equipment, including wiring, nor for any wiring or other infrastructure to
which Tenant’s telecommunications equipment may be connected. Tenant agrees
that to the extent any such service is interrupted, curtailed or discontinued,
Landlord shall have no obligation or liability with respect thereto and it
shall be the sole obligation of Tenant at its expense to obtain substitute
service.


 


18.2                                 Necessary  Service
Interruptions.  Landlord
shall have the right, upon reasonable prior notice to Tenant, to interrupt or
turn off telecommunications facilities in the event of emergency or as
necessary in connection with repairs to the Building or installation of
telecommunications equipment for other tenants of the Building.


 


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


 


13

















 


and related
infrastructure, or selected components thereof, whether located in the Leased
Premises or elsewhere in the Building.


 


18.4                               New
Provider
Installations.    In
the event that Tenant wishes at any time to utilize the services of a telephone
or telecommunications provider whose equipment is not then servicing the
Building, no such provider shall be permitted to install its lines or other
equipment within the Building without first securing the prior written approval
of the Landlord. Landlord’s approval shall not be deemed any kind of warranty
or representation as to the suitability, competence, or financial strength of
the provider. Without limitation of the foregoing standard, unless all of the
following conditions are satisfied to Landlord’s satisfaction, it shall be
reasonable for Landlord to refuse to give its approval; (i) Landlord shall
incur no expense whatsoever with respect to any aspect of the provider’s
provision of its services, including without limitation, the costs of
installation, materials and services; (ii) prior to commencement of any work in
or about the Building by provider, the provider shall supply Landlord with
written indemnities, insurance, financial statements, and such other items as
Landlord reasonably determines to be necessary to protect its financial
interests and the interests of the Building relating to the proposed activities
of the provider; (iii) the provider agrees in writing to abide by such rules
and regulations, building and other codes, job site rules and such other
requirements as are reasonably determined by Landlord to be necessary to
protect the interests of the Building, the tenants in the Building and
Landlord, in the same or similar manner as Landlord has the right to protect
itself and the Building with respect to proposed alterations as described in
Article Ten of this Lease; (iv) Landlord reasonably determines that there is
sufficient space in the Building for the placement of all of the provider’s
equipment and materials; (x) Landlord receives from the provider such
compensation as is reasonably determined by Landlord to compensate it for space
used in the Building for the storage and maintenance of the provider’s
equipment, for the fair market value of a provider’s access to the building,
and the costs which may reasonably be expected to be incurred by Landlord; and
(vi) all of the foregoing matters are documented in a written agreement between
Landlord and the provider, the form and content of which is reasonably
satisfactory to Landlord.


 


18.5                                 Limit of Default or Breach.  Notwithstanding any provision of the
preceding paragraphs to the contrary, the refusal of Landlord to grant its
approval to any prospective provider shall not be deemed a default or breach by
Landlord of its obligation under this Lease unless and until Landlord is
adjudicated to have acted recklessly or maliciously with respect to Tenant’s
request for approval, and in that event, Tenant shall still have no right to
terminate the Lease or claim an entitlement to rent abatement, but may assert a
claim for its direct damages. The provisions of this paragraph may be enforced
solely by Tenant and Landlord, are not for the benefit of any other party, and
specifically but without limitation, no telephone or telecommunications
provider shall be deemed a third party beneficiary of this Lease.


 


18.6                                 Installation
and Usage of  Wireless Technologies.  Tenant shall not utilize any wireless communications equipment
(other than usual and customary cellular telephones), including antenna and
satellite receiver dishes, within the Leased Premises or the Building, without
Landlord’s prior written consent. Such consent shall not be unreasonably
withheld, but may be conditioned in such a manner so as to protect Landlord’s
financial interests and the interests of the Building, and the other tenants
therein, in a manner similar to the arrangements described in the immediately
preceding paragraph.


 


If Tenant obtains
permission and installs any of the above items, Tenant agrees to make no
changes, alterations or modifications to said installed items without prior
written consent of Landlord, and Tenant at its expense shall maintain said
items in a neat and orderly manner at all times.


 


14

















 


Article 19


MISCELLANEOUS


 


19.1           Time.   Time is of the essence of
each provision of this Lease.


 


19.2           Successors.  This Lease shall be
binding on and inure to the benefit of the parties and their respective
successors and permitted assigns.


 


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


 


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


 


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


 


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


 


19.7          Entire
Agreement.  Tenant
agrees  that
there are no representations, understandings, stipulations, or other agreements
relating to the Premises, which are not incorporated herein. This Lease may not
be altered, waived, or amended, except by a written agreement signed by
Landlord and Tenant.


 


19.8           Governing
Law, Severability.   The  interpretation
and enforcement of this Lease will be governed by Oklahoma law.  If any clause or provision of this Lease is
illegal, invalid or unenforceable under any present or future law, the
remainder of this Lease will not be affected thereby.


 


15

















 


19.8          Governing
Law, Severability. The interpretation and enforcement of
this Lease will be governed by Oklahoma law. If any clause or provision of this
Lease is illegal, invalid or unenforceable under any present or future law, the
remainder of this Lease will not be affected thereby.


 


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


 


19.10        Force
Majeure.   Whenever
a period of time  is provided for herein for the performance of any obligation
and the performance of such obligation is made impossible by strikes, riots,
acts of God or other causes reasonably outside of the control of the party bound
by the obligation, a reasonable extension of time will he provided for said
performance to compensate for the temporary impossibility of performing during
such event.


 


19.11         Attorncy’s
Fees.   The
prevailing party shall be entitled to reasonable attorney fees and costs of
litigation in connection with the enforcement of this Lease or in connection
with any dispute hereunder.


 


19.12                          Tenant
Execution. The person executing this Lease in a representative capacity
on behalf of the Tenant warrants that he/she is authorized to bind the Tenant
by virtue of that execution.


 


 


	
   

  	
  “Landlord”:

  	
   

  	
  HEBRON COMMUNICATIONS  CORPORATION

  5900 N. Mosteller Dr. #115O, OKC, OK 73112

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John E. Telling

  
	
   

  	
   

  	
   

  	
  John E. Telling,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
   

  	
  AMERIVISION COMMUNICATIONS, INC.

  5900 N. Mosteller Dr. #1600, OKC, OK 
  73112

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David W. Clark

  
	
   

  	
   

  	
   

  	
  David W. Clark

  
	
   

  	
   

  	
   

  	
  Chairman of the Board
  of Directors

  



 


 


Exhibits


 


A - Floor  Plan


B - Operating Expense
Definition


C - Commencement
Certificate


D - Work Letter (may not
apply)


E - Rules and Regulations


C  -
Legal Description


 


16

















 


Exhibit B


 


Operating Expenses


 


“Operating Expenses” shall
mean all operating expenses of any kind or nature, which are necessary,
ordinary, or customarily incurred in connection with the operation and
maintenance of the Building. Operating Expenses shall include, but not be
limited to:


 


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


 


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


 


(c)                 Costs incurred in connection
with obtaining and providing energy for the Building, including, but not
limited to, costs of propane, butane, natural gas, steam, electricity,
solar energy and fuel oils, coal or any other energy sources:


 


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


 


(e)                 Costs of janitorial and
security services;


 


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


 


(g)                 Costs of maintenance and
replacement of landscaping;


 


(h)                                                 Insurance
premiums, including fire and all-risk or multiperil coverage, together with
loss of rent


endorsement, if
applicable; public liability insurance; and any other insurance carried by
Landlord on the Building


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


 


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


 


(j)                  Professional building
management fees, costs and expenses, including costs of office space and
storage space required by management for performance of its services as
contemplated herein;


 


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


 


17

















 


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


 


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


 


“Operating Expenses” shall
not include:


 


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


 


ii)      Costs of repairs or other work occasioned
by fire, windstorm or other insured casualty to the extent of insurance
proceeds received;


 


iii)     Leasing commissions, advertising
expenses, and other costs incurred in leasing space in the Building;


 


iv)     costs of repairs or rebuilding necessitated
by condemnation;


 


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


 


vi)              Depreciation on the
Building;


 


vii)    Except as expressly set forth above, any
capital expense.


 


18

















 


Exhibit
C


 


COMMENCEMENT  CERTIFICATE


 


 


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


 


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


 


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


1600. Oklahoma City, OK
73112.


 


3.                The Commencement Date of the
Lease is January 1,2003, and the Expiration Date of the Term is December
31, 2004.  In accordance with the
provisions of the Lease, Tenant’s obligation to pay Rent shall commence on the
Commencement Date.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Commencement Certificate to be
executed the day and year first above written.


 


 


	
   

  	
  “Landlord”:

  	
  HEBRON COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
  5900 N. Mosteller Dr.
  41150, OKC, OK 73112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
  AMERIVISION COMMUNICATIONS, INC.

  
	
   

  	
   

  	
  5900 Mosteller Dr.
  #1150, OKC, OK 73112

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


19

















 


Exhibit “D”, Work Letter


 


The Landlord
agrees to provide, at the sole cost and expense of the Landlord, the following
improvements to the Leased Premises:


 


 


	
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Exhibit “E”


 


FOUNDERS TOWER
Office Building


 


RULES
AND REGULATIONS


 


 


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


 


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


 


3.             No Tenant shall employ any person or persons other than
the janitorial service of the Landlord for the purposes of cleaning or taking
charge of the demised premises, without the written consent of the Landlord; It
being understood and agreed that the Landlord shall be in no way responsible to
any Tenant for any loss of property from the demised premises, however
occurring, or for any damage to the furniture by the janitor or any of his
employees, or by any other person or persons whatsoever. Any person or persons
employed by the Tenant, with the written consent of the Landlord, must be
subject to and under the control and direction of the management of the
building, in all things, in the building and outside of said demised premises.


 


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


 


5.             No additional locks shall be placed upon any doors
without the written consent of the Landlord, nor shall any duplicate keys be
made. The Landlord shall furnish all necessary keys, and the same shall be
surrendered upon the termination of this lease, and the Tenant shall then give
to the Landlord or his agents, explanation of the combination of all locks upon
the doors of his vaults.


 


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


 


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


 


8.             No
bicycles or similar vehicles will be allowed in the building.


 


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


 


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


 


21

















 


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


 


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


 


13.           Movement in or out of the Building of
furniture or office equipment. or dispatch or receipt by Tenant of any
merchandise or materials, which requires use of elevators or stairways, or
movement through Building entrances or lobby shall be restricted to hours
designated by landlord. All such movement shall be under supervision of
Landlord and in the manner agreed between Tenant and Landlord by pre-arrangement
before performance. Such pre-arrangement initiated by Tenant will include
determination by Landlord and subject to his decision and control of the time,
method and routing of movement, and limitations imposed by safety or other
concerns which may prohibit any article, equipment or any other item from being
brought into the Building.  Tenant is to
assume all risk as to damage to articles moved and injury to persons or public
engaged or not engaged in such movement, including equipment, property and
personnel of Landlord if damaged or injured as a result of acts in connection
with carrying out this service for Tenant from time of entering the tract on
which the Building stands to completion of work; and Landlord shall not be
liable for acts of any person engaged in, or any damage or loss to any of said
property or persons resulting from any act in connection with such service
performed for Tenant.


 


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


 


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


 


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


 


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


 


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


 


19.           Tenant shall store all its trash and
garbage within its demised premises. No materiel shall be placed in the trash
boxes or receptacles if such material is such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of
trash and garbage and with out being in violation of any law or ordinance
governing such disposal. All garbage and refuse disposal shall be made only
through entryways and elevators provided for such purposes and at such times as
Landlord shall designate.


 


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


 


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


 


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


 


#


 


23

















 


ADDENDUM


 


 


THIS ADDENDUM is made
this 26th day of Jan., 2003 between HEBRON COMMUNICATIONS
CORPORATION, a Florida corporation (the “Landlord”) and AMERIVISION
COMMUNICATIONS INC., an Oklahoma corporation (the “Tenant”).


 


WITNESSETH


 


WHEREAS, the Landlord and
the Tenant have executed that certain Office Lease (the “Lease”) dated November
18, 2002 attached hereto, covering a portion of the space in the Building;


 


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


 


WHEREAS, unless
specifically defined herein, the capitalized terms used in this Addendum will
have the meanings defined in the Lease; and


 


WHEREAS, the section
numbers, which follow, correspond with the same section numbers as are
contained in the Lease.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, the
Landlord and the Tenant agree as follows:


 


 


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


 


 


	
   

  	
  “Landlord”:

  	
   

  	
  HEBRON COMMUNICATIONSCORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
  5900 N. Mosteller Dr. #1150, OKC, OK 73112

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John E. Telling

  	
   

  
	
   

  	
   

  	
   

  	
  John E. Telling,
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
   

  	
  AMERIVISION COMMUNICATIONS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
  5900 N. Mosteller Dr., #1600, OKC, OK  73112

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David W. Clark

  	
   

  
	
   

  	
   

  	
   

  	
  David W. Clark, Chairman of the Board

  	
   

  



 


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