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Exhibit 10.9
 LEASE AGREEMENT
 BETWEEN
 PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.
  AND
 HYPERION SOLUTIONS CORPORATION
  5450 and 5470 Great America Parkway
Santa Clara, California




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TABLE OF CONTENTS
 ARTICLE
    
    PAGEARTICLE 1BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS
    
    
    1ARTICLE 2PREMISES AND QUIET ENJOYMENT
    
    
    1ARTICLE 3TERM; COMMENCEMENT DATE; DELIVERY AND ACCEPTANCE OF
PREMISES
    
    
    2ARTICLE 4RENT
    
    
    2ARTICLE 5TAXES
    
    
    3ARTICLE 6OPERATING COSTS
    
    
    5ARTICLE 7SERVICES
    
    
    8ARTICLE 8ASSIGNMENT AND SUBLETTING
    
    
    9ARTICLE 9REPAIRS
    
    
    11ARTICLE 10ALTERATIONS
    
    
    13ARTICLE 11LIENS
    
    
    15ARTICLE 12USE AND COMPLIANCE; HAZARDOUS SUBSTANCES
    
    
    16ARTICLE 13DEFAULT AND REMEDIES
    
    
    18ARTICLE 14INSURANCE
    
    
    20ARTICLE 15DAMAGE BY FIRE OR OTHER CAUSE
    
    
    23ARTICLE 16CONDEMNATION
    
    
    24ARTICLE 17INDEMNIFICATION
    
    
    25ARTICLE 18SUBORDINATION
    
    
    26ARTICLE 19SURRENDER OF THE PREMISES AND HOLDOVER
    
    
    27ARTICLE 20[INTENTIONALLY OMITTED.]
    
    
    28ARTICLE 21MISCELLANEOUS
    
    
    28




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PAGEARTICLE 22RENEWAL OPTIONS
    
    
    33ARTICLE 23RIGHT OF FIRST OFFER TO LEASE BUILDING 10
    
    
    36ARTICLE 24RIGHT OF FIRST OFFER TO PURCHASE
    
    
    38ARTICLE 25RIGHT OF FIRST OFFER FOR NEW IMPROVEMENTS
    
    
    39ARTICLE 26CAFETERIA
    
    
    42ARTICLE 27PERSONAL PROPERTY
    
    
    43ARTICLE 28SIGNAGE
    
    
    44ARTICLE 29COMPETITION
    
    
    45ARTICLE 30SATELLITE DISH
    
    
    45
 EXHIBITS AND RIDERS
  SCHEDULE 1.1
    
    DEFINITIONSEXHIBIT A
    
    FLOOR PLAN OF THE PREMISESEXHIBIT B
    
    THE LANDEXHIBIT C
    
    RENT SCHEDULEEXHIBIT D
    
    WORK LETTEREXHIBIT E
    
    FORM OF COMMENCEMENT NOTICEEXHIBIT F
    
    INVENTORY LISTEXHIBIT G
    
    LAND COSTS, DEVELOPMENT FEES, RETURN RATE AND TENANT CREDIT ADJUSTMENTEXHIBIT H
    
    BROKERAGE COMMISSION AGREEMENTRIDER NO. 1
    
    RULES AND REGULATIONS




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BASIC LEASE INFORMATION
 (Basic Lease Information)
 A.
    
    Additional Rent:
    
    The Additional Rent shall be all sums, other than Base Rent, due and payable by Tenant under the Lease,
including, but not limited to, Tenants Share of Operating Costs.B.
    
    Base Rent:
    
    The Base Rent shall be the amounts set forth on the Base Rent Schedule attached hereto as Exhibit C.C.
    
    Brokers:
    
    Cornish & Carey Commercial and Cushman & Wakefield.D.
    
    Buildings:
    
    The buildings commonly known as 5450 and 5470 Great America Parkway, Santa Clara, California.E.
    
    Commencement Date:
    
    July 1, 2004, subject to the provisions of Article 3 hereof.F.
    
    Expiration Date:
    
    December 31, 2014, unless sooner terminated or extended pursuant to the terms hereof.G.
    
    Land:
    
    That certain parcel of real estate described in Exhibit B attached hereto.H.
    
    LandlordS Address for Notice:
    
    Prentiss Properties Acquisition Partners, L.P.3890 W. Northwest Highway, Suite 400Dallas, Texas 75220Attention: PresidentWith a copy to:Prentiss Properties Trust1901 Harrison Street, Suite 100Oakland, California 94612Attention: Managing DirectorI.
    
    Landlords Address for Payment:
    
    Prentiss Properties Acquisition Partners, L.P.P.O. Box 100435Pasadena, CA 91189-0435




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J.
    
    Landlords Contribution:
    
    $2,197,210.00.K.
    
    Lease Year:
    
    The first Lease Year shall be the period from the  Commencement  Date to the last day of the twelfth
(12th)  full  calendar  month  following  the  calendar  month in which the  Commencement  Date  occurs.
Thereafter,  each  consecutive  twelve (12) calendar  month period shall  constitute one (1) Lease Year.
Notwithstanding  anything contained herein to the contrary, if the Commencement Date occurs on the first
(1st) day of a calendar month, the first Lease Year shall be twelve (12) full calendar months.L.
    
    Premises:
    
    The  Buildings  other than the  Underground  Parking Area marked on the floor plans  attached  hereto as
Exhibit A and the Cafeteria marked on the floor plans attached hereto as Exhibit A.M.
    
    Project:
    
    The Land and all  improvements  now or in the future  thereon,  including  the  Buildings and all Common
Areas, commonly known as 5450, 5470 and 5480 Great America Parkway, Santa Clara, California.N.
    
    Rent:
    
    The Base Rent and the Additional Rent.O.
    
    Rentable Area of the Project:
    
    Landlord and Tenant agree that for all purposes of this Lease the Rentable  Area of the Project shall be
deemed to be 306,412 square feet.P.
    
    Rentable Area of the Premises:
    
    Landlord and Tenant agree that for all  purposes of this Lease the Rentable  Area of the Premises  shall
be deemed to be 219,721 square feet.Q.
    
    Security Deposit:
    
    None.




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R.
    
    Tenants Address for Notice:
    
    Hyperion Solutions Corporation900 Long Ridge RoadStamford, Connecticut 06902Attn: Real Estate DirectorWith a copy to:Hyperion Solutions Corporation5450 Great American ParkwaySanta Clara, CA 95054Attn: General CounselWith a courtesy copy to:Hopkins & Carley,A Law Corporation70 S. First StreetSan Jose, CA  95113-2406Attn:          Garth E. Pickett, Esq.Julie A. Frambach, Esq.S.
    
    Tenants Permitted Use:
    
    All aspects of a computer software company, including, but not limited to development,  sales, marketing
and general administration  and all other legally  permitted uses, all of which uses must be consistent
with the operation of a first-class office building.T.
    
    Tenants Share:
    
    71.71%U.
    
    Term:
    
    Ten (10) Lease Years and six (6) full calendar months.




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LEASE AGREEMENT
 THIS LEASE AGREEMENT
 ARTICLE 1
 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS
  ARTICLE 2
 PREMISES AND QUIET ENJOYMENT
    1




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ARTICLE 3
 TERM; COMMENCEMENT DATE;  DELIVERY AND ACCEPTANCE OF PREMISES
   ARTICLE 4
 RENT
  2




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st
 ARTICLE 5
 TAXES
   3




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4




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ARTICLE 6
 OPERATING COSTS
   5




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6




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7




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ARTICLE 7
 SERVICES
    8




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ARTICLE 8
 ASSIGNMENT AND SUBLETTING
  9




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10




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ARTICLE 9
 REPAIRS
  11




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12




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th
  ARTICLE 10
 ALTERATIONS
  13




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14




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ARTICLE 11
 LIENS
  15




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ARTICLE 12
 USE AND COMPLIANCE; HAZARDOUS SUBSTANCES
    16




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17




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ARTICLE 13
 DEFAULT AND REMEDIES
    18




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(i)
    
    The Worth at the Time of Award of the unpaid Rent which had
been earned at the time of termination; plus(ii)
    
    The Worth at the Time of Award of the amount by which the
unpaid Rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus(iii)
    
    The Worth at the Time of Award of the amount by which the
unpaid Rent for the balance of the Term after the time of award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided; plus(iv)
    
    Any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenants failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom; plus(v)
    
    At Landlords election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by the laws of the
State in which the Project is located.
      19




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ARTICLE 14
 INSURANCE
  20




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21




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22




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ARTICLE 15
 DAMAGE BY FIRE OR OTHER CAUSE
    23




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ARTICLE 16
 CONDEMNATION
   24




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ARTICLE 17
 INDEMNIFICATION
  25




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ARTICLE 18
 SUBORDINATION
   26




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ARTICLE 19
 SURRENDER OF THE PREMISES AND HOLDOVER
  27




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ARTICLE 20
 [INTENTIONALLY OMITTED.]
 ARTICLE 21
 MISCELLANEOUS
 Professional Fees
 Reimbursements
 Severability
 Non-Merger
 28




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Landlords Liability
 Force Majeure
 Headings
 Successors and Assigns
 Landlords Representations
 Entire Agreement; Amendments
 29




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Tenants Authority
 Governing Law
 Tenants Use of Name of the Project
 Ancient Lights
 Changes to Project by Landlord
 30




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Time of Essence
 Landlords Acceptance of Lease
 Estoppel Certificates
 Financial Statements
 31




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WAIVER OF JURY TRIAL EACH PARTY WAIVES TRIAL BY JURY IN THE EVENT OF ANY LEGAL
PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS LEASE. EACH PARTY SHALL BRING ANY ACTION
AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN A FEDERAL OR STATE COURTS LOCATED IN THE
DISTRICT WHERE THE PROJECT IS LOCATED, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY
RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR
INCONVENIENT FORUM.
 Accord and Satisfaction
 Counterparts
 Waiver
 Landlords Right to Inspect
 32




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Brokerage
 Notices
 ARTICLE 22
 RENEWAL OPTIONS
   33




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34




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35




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ARTICLE 23
 RIGHT OF FIRST OFFER TO LEASE BUILDING 10
  36




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37




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ARTICLE 24
 RIGHT OF FIRST OFFER TO PURCHASE
   38




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ARTICLE 25
 RIGHT OF FIRST OFFER FOR NEW IMPROVEMENTS
  39




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40




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41




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ARTICLE 26
 CAFETERIA
  42




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ARTICLE 27
 PERSONAL PROPERTY
  43




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ARTICLE 28
 SIGNAGE
    44




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ARTICLE 29
 COMPETITION
  ARTICLE 30
 SATELLITE DISH
  45




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46




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IN WITNESS WHEREOF
 LANDLORD:PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnershipBy:
    
    Prentiss Properties, Inc., a Delaware corporation, general partnerBy:Name:Title:By:Name:Title:
 TENANT:HYPERION SOLUTIONS CORPORATION, a Delaware corporationBy:Name:Title:By:Name:Title:
 47




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SCHEDULE 1.1
 DEFINITIONS
                   Schedule 1.1-1




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Schedule 1.1-2




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Schedule 1.1-3




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Schedule 1.1-4




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Schedule 1.1-5




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Schedule 1.1-6




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Schedule 1.1-7




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Schedule 1.1-8




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Schedule 1.1-9




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Schedule 1.1-10




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EXHIBIT A
 FLOOR PLAN OF THE PREMISES
 
  A-1




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A-2




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A-3




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A-4




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A-5




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A-6




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A-7




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A-8




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A-9




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EXHIBIT B
 THE LAND




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EXHIBIT C
 RENT SCHEDULE
 Period
    
    Base Rent Per MonthJuly 1, 2004  December 31, 2004
    
    None.January 1, 2005  June 30, 2005
    
    $
    208,734.95July 1, 2005  June 30, 2006
    
    $
    219,721.00July 1, 2006  June 30, 2007
    
    $
    230,707.05July 1, 2007  June 30, 2008
    
    $
    241,693.10July 1, 2008  June 30, 2009
    
    $
    252,679.15July 1, 2009  June 30, 2010
    
    $
    263,665.20July 1, 2010  June 30, 2011
    
    $
    274,651.25July 1, 2011  June 30, 2012
    
    $
    285,637.30July 1, 2012  June 30, 2013
    
    $
    296,623.35July 1, 2013  June 30, 2014
    
    $
    307,609.40July 1, 2014  December 31, 2014
    
    $
    318,595.45




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EXHIBIT D
 WORK LETTER
 ARTICLE 1
 LEASEHOLD IMPROVEMENTS
  ARTICLE 2
 CONDITION OF THE PREMISES
  ARTICLE 3
 PRE-CONSTRUCTION ACTIVITIES
  (i)
    
    An estimated construction schedule including
the scheduled commencement date of construction of the Leasehold
Improvements, milestone dates and the estimated date of completion of
construction.(ii)
    
    An itemized statement of estimated construction
costs, including permits and architectural and engineering fees.(iii)
    
    The names and addresses of Tenants
contractors (and the Tenants contractors subcontractors and vendors)
to be engaged by Tenant for the Leasehold Improvements (collectively,
Tenants
 D-1




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Contractors). Landlord has the right to reasonably approve or
disapprove Tenants Contractors.(iv)
    
    The name and address of the architect to be
engaged by Tenant for the Leasehold Improvements (Tenants
Architect), and Tenants Architects written statement that Tenants
Architect has visited the site, inspected and verified existing
conditions as such conditions affect the Plans and construction of the
Leasehold Improvements. Landlord has the right to reasonably approve
or disapprove Tenants Architect. Landlord hereby approves Reel
Grobman & Associates as Tenants Architect.(v)
    
    Copies of insurance certificates or binders of
insurance as hereinafter described. Tenant shall not permit Tenants
Contractors to commence work until the required insurance has been
obtained and verification has been delivered to Landlord.(vi)
    
    The Plans for the Leasehold Improvements, which
Plans shall be subject to Landlords reasonable approval in accordance
with Paragraph 3(b) below.
   D-2




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(i)
    
    The Plans for the Premises have been submitted
to and approved by Landlord pursuant to the terms hereof.(ii)
    
    All necessary building permits have been
obtained by Tenant.(iii)
    
    All required insurance coverages have been
obtained by Tenant, it being understood that failure of Landlord to
receive evidence of such coverage upon commencement of the Leasehold
Improvements shall not waive Tenants obligations to obtain such
coverages.
 ARTICLE 4
 CHARGES AND FEES
  D-3




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ARTICLE 5
 CHANGE ORDERS
  ARTICLE 6
 STANDARDS OF DESIGN AND CONSTRUCTION AND  CONDITIONS OF TENANTS PERFORMANCE
       D-4




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ARTICLE 7
 INSURANCE AND INDEMNIFICATION
  (i)
    
    Tenant Workmens Compensation and Employers
Liability Insurance with limits of not less than $500,000.00, or such
higher amounts as may be required from time to time by any employee
benefit acts or other statutes applicable where the work is to be
performed, and in any event sufficient to protect Tenants Contractors
from liability under the aforementioned acts.
 D-5




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(ii)
    
    Comprehensive General Liability Insurance
including Broad Form Contractual, Broad Form Property Damage, Personal
Injury, Completed Operations and Products coverages (such Completed
Operations and Products shall be provided for a period of three (3)
years after the date of final acceptance of the Leasehold
Improvements), and deletion of any exclusion pertaining to explosion,
collapse and underground property damage hazards, with limits of not
less than $5,000,000.00 combined single limit for bodily injury and
property damage for each general contractor and $2,000,000 combined
single limit for bodily injury and property damage for each
subcontractor.(iii)
    
    Comprehensive Automobile Liability Insurance
including Owned, Non-Owned and Hired Car coverages, with limits of not
less than $1,000,000.00 combined single limit for both bodily injury
and property damage.(iv)
    
    All-risk builders risk insurance upon the
entire Leasehold Improvements to the full insurable value thereof.
This insurance shall include the interests of Landlord and Tenant (and
their respective contractors and subcontractors of any tier to the
extent of any insurable interest therein) in the Leasehold Improvements
and shall insure against the perils of fire and extended coverage and
shall include all-risk builders risk insurance for physical loss or
damage including, without duplication of coverage, theft, vandalism and
malicious mischief. If portions of the Leasehold Improvements are
stored off the site of the Buildings or in transit to said site and are
not covered under said all-risk builders risk insurance, then Tenant
shall secure and maintain similar property insurance on such portions
of the Leasehold Improvements. Any loss insured under said all-risk
builders risk insurance is to be adjusted between Landlord and Tenant,
as their interests may appear.
  D-6




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ARTICLE 8
 LANDLORDS CONTRIBUTION
   D-7




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ARTICLE 9
 MISCELLANEOUS
       D-8




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SCHEDULE A TO EXHIBIT D
 Description of Scope of Leasehold Improvements
 
    
    Construction of approximately 120 private offices, distributed throughout each floor of
the Buildings constituting the Premises. Offices will be located along the window line and
internal portions of the buildings. The majority of the offices will be approximately 110
to 150 square feet, with Executive offices of approximately 200 sq. ft. Each office will
include a sidelight window and HVAC controls designed for 1 thermostat per 2 offices.
    
    Construction of 4 to 5 training rooms in a consolidated location. Each training room
will be approximately 500 sq. ft., with two of those rooms partitioned to allow a combined
space when open. Each training room will be equipped with drop down projection screens,
marker boards, and individual thermostats, as well as sound proofing in the walls and
ceiling.
    
    Construction of a Corporate Briefing Center of approximately 3-4,000 sq. ft., to include
a large presentation room with state of the art AV equipment, an adjacent small conference
room, kitchen and lounge area. The center will be designed for presentations to clients
and will be finished with the very high quality materials.
    
    Construction of a Fitness Center of approximately 2,000 sq. ft., to include restrooms,
showers, lockers and workout area.




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EXHIBIT E
 FORM OF COMMENCEMENT NOTICE
 
 W
I T N E S S E T H:
   
 
 Period
    
    Base Rent Per Month




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Prentiss Properties Acquisition Partners, L.P.P.O. Box 100435Pasadena, CA 91189-0435
  IN WITNESS WHEREOF
 LANDLORD:PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P., a Delaware limited partnershipBy:
    
    Prentiss Properties, Inc., a Delaware corporation, general partnerBy:Name:Title:By:Name:Title:
 E-2




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EXHIBIT F
 INVENTORY LIST
 TEKNION WORKSTATION SUMMARY QUANTITIES ARE APPROXIMATE
 Location
    
    Quantity
    
    DescriptionBldg 8 1st Floor
    
    18
    
    6x8 Teknion Contributor Cube41
    
    8x8 Teknion Contributor Cube4
    
    8x10 Teknion Contributor Cube12
    
    8x12 Teknion Mgr. Cube13
    
    Storage Cube4
    
    Printer StationsBldg 8 2nd Floor
    
    54
    
    8x8 Teknion Contributor Cube6
    
    8x10 Teknion Contributor Cube7
    
    8x12 Teknion Mgr. Cube7
    
    Printer StationsBldg 8 3rd Floor
    
    118
    
    8x8 Teknion Contributor Cube42
    
    8x12 Teknion Mgr. Cube2
    
    Storage Cube23
    
    Printer Stations17
    
    4x4 CubesBldg 8 4th Floor
    
    155
    
    8x8 Teknion Contributor Cube42
    
    8x12 Teknion Mgr. Cube2
    
    Storage Cube23
    
    Printer Stations17
    
    4x4 CubesBldg 9 1st Floor
    
    1
    
    Teknion Reception Cube120
    
    8x8 Teknion Contributor Cube20
    
    8x12 Teknion Mgr. Cube1
    
    9x20 Teknion Bullpen24
    
    Printer StationBldg 9 2nd Floor
    
    122
    
    8x8 Teknion Contributor Cube29
    
    8x12 Teknion Mgr. Cube23
    
    Printer Station
 F-1




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ANCILLARY FURNITURE SUMMARY QUANTITIES ARE APPROXIMATE
 Location
    
    Quantity
    
    DescriptionBldg 8 1st Floor

Lobby Area
    
    2
    
    Coffee Tables with Lounge ChairsConference Rooms
    
    6
    
    Conference Rooms with Tables and ChairsBldg 8 2nd Floor
Conference Rooms
    
    2
    
    Conference Rooms with Tables and ChairsData CenterBldg 8 3rd Floor
Conference Rooms
    
    14
    
    Conference Rooms with Tables and ChairsBldg 8 4th Floor
Conference Rooms
    
    12
    
    Conference Rooms with Tables and ChairsBldg 9 1st Floor
Lobby Area
    
    4
    
    Lounge ChairsConference Rooms
    
    6
    
    Conference Rooms with Tables and ChairsBldg 9 2nd Floor
Conference Rooms
    
    9
    
    Conference Rooms with Tables and Chairs
 F-2




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MISCELLANEOUS EQUIPMENT QUANTITIES ARE APPROXIMATE
 Conference Facilities Quantities are approximate
 Other
Furniture and Equipment  Quantities are approximate  approximate  includes art located in
Building 10 which is not a part)   approximate  includes tables located in Building 10 which are not a part)   approximate  includes plants located in Building 10 which are not a part)
 Security System Components  Quantities are approximate
 Building 8
 Building 9
 F-3




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EXHIBIT G
 LAND COSTS, DEVELOPMENT FEES, RETURN RATE  AND TENANT CREDIT ADJUSTMENT
 LAND COSTS
  DEVELOPMENT FEE
  RETURN RATE
  TENANT CREDIT ADJUSTMENT
 Credit Rating
    
    Return Rate ReductionBBB-
    
    0BBB
    
    15 Basis PointsBBB+
    
    35 Basis PointsA-
    
    60 Basis PointsA/A+
    
    85 Basis PointsAA-
    
    110 Basis PointsAA+
    
    135 Basis PointsAAA
    
    150 Basis Points
 G-1




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EXAMPLE
  
   G-2




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EXHIBIT H
 BROKERAGE COMMISSION AGREEMENT
 
  
 RE:
    
    Lease (Lease) with Hyperion Solutions Corporation (Tenant) for space in the building
commonly known as 5450 (Building 8) & 5470 (Building 9) Great America Parkway, Santa
Clara, California (Building).
  
  (a)
    
    The Commission for the space initially leased to Tenant under the Lease shall be an amount
equal to $0.75 per square foot per year for years 1  10, the
Initial Lease Term (excluding all
renewals). This Commission shall be deemed earned and shall be payable 50% within 30 days
after the date the Lease is fully executed and delivered to Tenant and the remaining 50%
within 30 days after the date the Initial Term has commenced provided that Tenant has
accepted the initial space and is not in default under the Lease.(b)
    
    You shall be entitled to an additional Commission with
respect to any expansion space leased
to Tenant, under the Lease, if, at the time of the leasing of such expansion space, you are
actively involved in the negotiations between us and Tenant for such expansion, and you are,
during such times, the Person authorized on behalf of Tenant for such
expansion (i.e. you
have either delivered a new authorization letter signed by Tenent or
you have otherwise evidenced to us your control of Tenant for
purposes of negotiating the expansion).
 Prentiss Properties.  1901 Harrison Street, Suite
100 Oakland, CA 94612  5108399974 Fax:
5104522050
 H-1




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This additional Commission shall be in an amount equal to $0.75 per square foot per year
for any expansion space added within the first 24 months of the Initial Lease Term.
Commission for any expansion space added after month 24 of the Initial Lease Term will be
paid at the then full market commission rate. The Commission shall be deemed earned and
shall be payable, in full, within 30 days after the commencement date for such additional
space.(c)
    
    You shall also be entitled to an additional Commission with respect to any renewal of the
term, under the Lease, if, at the time of the exercise of such renewal term, you are
actively
involved in the negotiations between us and Tenant for such renewal, and you are, during
such time, the person authorized on behalf of Tenant for such renewal (i.e. you have either
delivered a new authorization letter signed by Tenant or you have otherwise evidenced to us
your control of Tenant for purposes of negotiating the renewal). This additional
Commission shall be in an amount equal to one-half of the then full market commission
rate. This Commission shall be deemed earned and shall be payable, in full, within 30 days
after the commencement date for such renewal.(d)
    
    In the event the Lease grants Tenant a right or option to
cancel the Lease for all or any
portion of the space prior to the commencement of the term, then no portion of the
Commission shall be earned or paid until Tenants right to cancel is waived or expires
without being exercised, at which time the Commission shall be paid. If the Lease provides
that Tenant may cancel the Lease for all or any portion of the space after the commencement
of the term, the Commission shall be earned and paid on only the years of the uncancellable
portion of the term, plus the amount of any termination penalty set
forth in the Lease,
until
Tenants right to cancel is waived or expires without being exercised, at which time, the
balance of the Commission shall be paid. No Commission shall be paid on any portion of
the Lease where Rental Abatement is being provided to the Tenant.
   H-2




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Very truly yours,LANDLORD:Accepted and agreed thisBy:
    
    /s/ Daniel K. Cushing
    
    
    
    21st day of May, 2004.Name:
    
    Daniel K. CushingTitle:
    
    Senior Vice PresidentBROKER:By:
    
    /s/ Eric AndersonName:
    
    Eric AndersonTitle:
    
    Vice PresidentBrokers License No.
 H-3




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RIDER NO. 1
 RULES AND REGULATIONS
          1




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2




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3