**505
      WATERFORD PARK**




**505
      HIGHWAY 169**




**PLYMOUTH,
      MINNESOTA**













**LEASE**







BETWEEN







**FSP
      505 WATERFORD CORP.** ,


a
      Delaware corporation




as
      Landlord







and




**CAPITAL
      GROWTH SYSTEMS, INC** .,


a
      Florida
      Corporation




as
      Tenant







Date:
      April ___ ,
      2007





**TABLE
      OF CONTENTS**







1.
            Definitions:
            12.
            Lease
                Grant.
            43.
            Lease
                Term; Acceptance of Premises.
            54.
            Use.
            55.
            Payment
                of Rent.
            66.
            Basic
                Operating Costs.
            67.
            Late
                Payments; Dishonored Checks.
            128.
            Security
                Deposit.
            129.
            Services
                to be Furnished by Landlord.
            1410.
            Graphics;
                Signage.
            1711.
            Telecommunications.
            1712.
            Repairs
                and Maintenance by Landlord
            1813.
            Maintenance
                by Tenant.
            1814.
            Repairs
                by Tenant.
            1815.
            Alterations,
                Additions, Improvements.
            1916.
            Laws
                and Regulations; Disability Laws; Building Rules and
                Regulations.
            2017.
            Rights
                Reserved to Landlord
            2318.
            Assignment
                and Subletting.
            2319.
            Mechanic's
                Liens.
            2420.
            Property
                Insurance
            2421.
            Liability
                Insurance.
            2422.
            **INDEMNITY.**
            2523.
            **WAIVER
                OF SUBROGATION RIGHTS**
            2624.
            Casualty
                Damage.
            2725.
            Condemnation.
            2726.
            **DAMAGES
                FROM CERTAIN CAUSES.**
            2827.
            Default
                by Tenant.
            2928.
            Default
                by Landlord
            3129.
            Quiet
                Enjoyment
            3230.
            Holding
                Over
            3231.
            Change
                of Building Name or Common Areas.
            3232.
            Subordination
                to Mortgage; Estoppel Agreement.
            3233.
            Landlord's
                Lien; Security Interest.
            3334.
            Attorney's
                Fees
            33




i




35.
            No
                Implied Waiver.
            3436.
            Independent
                Obligations.
            3437.
            Recourse
                Limitation
            3438.
            Notices
            3439.
            Severability
            3540.
            Recordation
            3541.
            Governing
                Law
            3542.
            Force
                Majeure
            3543.
            Time
                of Performance
            3544.
            Transfers
                by Landlord
            3545.
            Commissions.
            3546.
            Financial
                Statements.
            3547.
            Tenant’s
                Standing and Authority
            3648.
            Effect
                of Delivery of Lease
            3649.
            **WAIVER
                OF WARRANTIES AND ACCEPTANCE OF CONDITION**
            3650.
            Merger
                of Estates
            3751.
            Survival
                of Indemnities and Covenants
            3752.
            Headings
            3753.
            Entire
                Agreement; Amendments
            3754.
            Exhibits
            3755.
            Joint
                and Several Liability
            3756.
            Multiple
                Counterparts
            3757.
            Mail
            3758.
            Relocation
            3759.
            Anti-Terrorism
                Certification
            38







EXHIBIT
      “A” - Property Description


EXHIBIT
      “B” - Floor Plan


EXHIBIT
      “C” - Rules and Regulations


EXHIBIT
      “D” - Intentionally Omitted


EXHIBIT
      “E” - Location of Parking Areas


EXHIBIT
      “F” - Form of Confidentiality Agreement


EXHIBIT
      “G” - Intentionally Omitted


EXHIBIT
      "H" - Intentionally Omitted


ii




**LEASE**




THIS
      LEASE (“ **Lease** ”)
      is
      entered into as of April  ,
      2007
      (the “ **Effective
      Date** ”),
      between **FSP
      505 WATERFORD CORP.** ,
      a
      Delaware corporation, (“ **Landlord** ”),
      and **CAPITAL
      GROWTH SYSTEMS, INC** ., a
      Florida
      Corporation (“ **Tenant** ”).




W
      I T N E
      S S E T H:




1.  Definitions: As used
      in this Lease, the following terms shall have the meanings set forth
      below:




(a)  " **Alterations** "
      will
      have the meaning provided in Section
      15(a).




(b)  “ **Base
      Rental** ”
means
      the following monthly rental installments:




Month
                (1) through Month (12)
            $3,607.50per
                month NNN
              $15.00
                PSFMonth
                (13) through Month (24)
            $3,727.75
                per month NNN
              $15.50
                PSF







(c)  “ **Basic
      Operating Costs** ”
shall
      have the meaning given to such term in Section 6 .




(d)  “ **Broker** ”
means
      United Properties Brokerage LLC, representing Landlord, and Wayzata
      Properties ,
      representing Tenant.




(e)  “ **Building** ”
means
      the building situated on the Land, known as “505 Waterford Park” and having an
      address of (505 North U.S. Highway 169 in the City of Plymouth, County of
      Hennepin, State of Minnesota (the Land, building and all equipment, machinery
      and fixtures contained therein and forming a part thereof being hereinafter
      collectively referred to as the “ **Building** ”).




(f)  “ **Building
      Standard** ”
means
      the level of service or type of equipment standard in the Building or the type,
      brand and/or quality of materials Landlord designates from time to time to
      be
      the minimum type, brand and/or quality to be used in the Building or the
      exclusive type, grade or quality of material to be used in the
      Building.




(g)  “ **Commencement
      Date** ”
means
      April 15, 2007.




(h)  “ **Common
      Areas** ”
means
      all areas, spaces, facilities and equipment (whether or not located within
      the
      Building or on the Land) made available by Landlord for the common and joint
      use
      of Landlord, Tenant and others designated by Landlord using or occupying space
      in the Building, including, but not limited to, tunnels, loading docks,
      walkways, sidewalks and driveways necessary for access to the Building, Parking
      Areas, Building lobbies, atriums, landscaped areas, public corridors, public
      rest rooms, Building stairs, elevators open to the public, service elevators
      (provided that such service elevators shall be available only for tenants of
      the
      Building and others designated by Landlord), drinking fountains and any such
      other areas and facilities, if any, as are designated by Landlord from time
      to
      time as Common Areas, including, but not limited to, any such areas so
      designated by Landlord on a single-tenant floor of the Building. Included as
      Common Areas are the Building's conference room, the workout facilities and
      showers in the Building, and the pond and walking trails on the
      Land.







(i)  “ **Default
      Rate** ”
means
      the lesser of (1) the Prime Rate plus five percent (5%) per annum or
      (2) the maximum rate of interest then permissible for a commercial loan to
      Tenant in the State of Minnesota.




(j)  " **Disability
      Laws** "
      will
      have the meaning set forth in Section
      15 .




(k)  “ **Effective
      Date** ”
means
      the date set forth in the initial paragraph of this Lease.




(l)  Intentionally
      Deleted **.**




(m)   Intentionally
      Deleted




(n)  “ **Initial
      Improvements** ”
Tenant
      shall accept the Premises in its current “as-is” “where-is” condition. Landlord
      shall have no obligation to make any improvements or alterations other than
      those tenant improvements being constructed pursuant to the Tenant Improvements
      Agreement attached hereto as ***Exhibit
      “D”***




(o)  " **Insurance
      Costs** ”
will
      have the meaning set forth in Section
      6(d)(5) .




(p)  " **Land** "
      means
      the parcel of land more fully described on ***Exhibit
      "A"*** .




(q)  “ **Landlord’s
      Premises** ”
means
      the Land, the Building, the Parking Areas and all appurtenances, improvements,
      equipment and fixtures thereon and therein owned by Landlord.




(r)  “ **Landlord
      Related Party** ”
means
      any officer, director, partner, employee, agent or contractor of
      Landlord.




(s)  “ **Lease
      Term** ”
means
      twenty-four (24) months.




(t)  “ **Lease
      Year** ”
means
      a
      period of twelve (12) consecutive calendar months. Notwithstanding the
      foregoing, the first Lease Year shall begin on the Commencement Date and end
      on
      the last day of the month which is twelve full calendar months from the
      Commencement Date. (By way of example only, if the Commencement Date is January
      15, 2007, the first Lease Year would end on January 31, 2008).




(u)  “ **Leasehold
      Improvements** ”
means
      those improvements that have been made to the Premises by Tenant.




(v)  “ **Market
      Area** ”
means
      the West office sub-market of the Minneapolis-St.Paul, Minnesota metropolitan
      area.




2


(w)  “ **Normal
      Business Holidays** ”
means
      New Years Day, Memorial Day, July 4 th (Independence Day), Labor Day, Thanksgiving, Christmas Day and any other day
      which shall be recognized by office tenants generally (excluding federal or
      state banking institutions) as a national holiday on which employees are not
      required to work.




(x)  “ **Normal
      Business Hours** ”
for
      the
      Building means 7:00 a.m. to 6:00 p.m. on Monday through Friday and
      Saturdays from 8:00 a.m. to 1 p.m., exclusive of Normal Business
      Holidays.




(y)  “ **Parking
      Areas** ”
means
      any and all areas located upon the Land from time to time designated for the
      parking of vehicles. The Parking Areas include the " **Deck
      Parking Area** ,"
      the
      reserved area beneath the Deck Parking Area and the " **Underground
      Parking Area** ,"
      each
      as shown on ***Exhibit
      "E"*** .




(z)  “ **Premises** ”
means
      Suite 175 located on the First floor of the Building, being outlined on the
      floor plan(s) attached to this Lease as ***Exhibit “B”*** and
      incorporated herein by reference.




(aa)  “ **Prime
      Rate** ”
means
      the per annum rate of interest announced or published from time to time by
      Bank
      of America, N.A. (or its successors or assigns) as its prime commercial lending
      rate.




(bb)  “ **Rent** ”
means,
      collectively, the Base Rental, the Tenant's Share of Basic Operating Costs
      (as
      provided in Section 6 )
      and all
      other sums of money becoming due and payable to Landlord under this
      Lease.




(cc)  “ **Rentable
      Area of the Building** ”
means
      (and is hereby conclusively agreed by Landlord and Tenant to deemed to be)
      251,165 square feet, irrespective of whether the same should be more or less
      as
      a result of variations resulting from later re-measurement.




(dd)  “ **Rentable
      Area of the Premises** ”
means
      (and is hereby conclusively agreed by Landlord and Tenant to be deemed to be)
      two thousand, eight hundred and eighty-six (2,886) square feet, irrespective
      of
      whether the same should be more or less as a result of variations resulting
      from
      later re-measurement or actual construction and completion of the Premises
      for
      occupancy. Any reference to " **Rentable
      Square Foot** "
      refers
      to the Rentable Area of the Premises.




(ee)  “ **Rules
      and Regulations** ”
means
      the rules and regulations for Landlord’s Premises set forth on ***Exhibit “C”*** attached
      hereto and incorporated herein by reference, and any rules and regulations
      that
      be adopted or altered by Landlord in accordance with Section 26 or ***Exhibit “C”*** .




(ff)  “ **Security
      Deposit** ”.
      Security Deposit means the sum of ($12,289.55) which shall be paid to Landlord
      by Tenant contemporaneously with Tenant’s delivery of an executed copy of this
      Lease to Landlord and which shall be paid, delivered, held and disbursed subject
      to and in accordance with the provisions of Section
      8 below.




3


(gg)  “ **Service
      Areas** ”
means
      those areas, spaces, facilities and equipment serving the Building (whether
      or
      not located within the Building), but to which Tenant and other occupants of
      the
      Building will not have access, including, but not limited to, service elevators,
      mechanical, telephone, electrical, janitorial and similar rooms and air and
      water refrigeration equipment.




(hh)  " **State** "
      means
      the State of Minnesota.




(ii)  " **Substantial
      Completion** "
      shall
      have the meaning ascribed thereto in Section 9 of the Tenant Improvements
      Agreement attached hereto as *Exhibit
      “D”* .




(jj)  “ **Taxes** ”
means
      all taxes, assessments and governmental charges, whether federal, state, county
      or municipal, and whether they be by taxing districts or authorities presently
      taxing Landlord’s Premises or by others, subsequently created or otherwise and
      any other taxes, association dues and assessments attributable to Landlord’s
      Premises or its operation, excluding, however, federal and state income taxes,
      franchise taxes, inheritance, estate, gift, corporation, net profits or any
      similar tax for which Landlord becomes liable and/or which may be imposed upon
      or assessed against Landlord.




(kk)  “ **Tenant
      Related Party** ”
means
      any officer, director, partner, employee, agent or contractor of
      Tenant.




(ll)  “ **Tenant's
      Share** ”
means
      1.15%, which is the proportion which the Rentable Area of the Premises bears
      to
      the Rentable Area of the Building.




(mm)  “ **Tenant's
      Share of Basic Operating Costs** ”
means
      the Tenant's Share of the Basic Operating Costs, as more fully described in
      Section 6 of this Lease.




2.  Lease
      Grant .




(a)  Upon
      the
      terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord,
      the Premises and the non-exclusive right to use the Common Areas, subject to
      all
      of the terms and conditions of this Lease (including the Rules and
      Regulations).




(b)  Except
      as
      provided in ***Exhibit
      "K”*** to this
      Lease, there is no parking reserved for Tenant or the Premises. The Deck Parking
      Area (excluding the underground portion thereof) is provided for the
      non-exclusive and common use of Landlord, all tenants of the Building, and
      their
      respective employees, agents, subtenants, licensees, visitors, guests and
      invitees. Tenant will be entitled to the use of the unreserved Deck Parking
      Area
      without additional charge or fee, as part of the Common Area, but without
      assurance as to any specific number of available spaces. Reserved parking spaces
      under the Deck Parking Area may be leased at the then applicable rate, subject
      to availability. Reserved parking spaces in the Underground Parking Area may
      be
      leased at the then-applicable rate, subject to availability. No preferences
      or
      priorities will be given to Tenant as opposed to any other tenants of the
      Building in securing either form of premium parking and the use of the premium
      spaces will be subject to the terms of the parking license and any applicable
      rules and regulations issued in connection with such space. **




4


(c)  Tenant
      will have no right of access to the roof of the Building and shall not install,
      repair or replace any aerial, fan, air conditioner, or other device on the
      roof
      of the Building without the prior written consent of Landlord.




(d)  Except
      as
      provided in ***Exhibit
      "L”*** to this
      Lease, there is no storage space reserved for Tenant or the Premises. Storage
      space may be leased at the then applicable rate, subject to availability. No
      preferences or priorities will be given to Tenant as opposed to any other
      tenants of the Building in securing storage space and the use of storage space
      will be subject to the terms of the storage space license and any applicable
      rules and regulations issued in connection with such storage space.




3.  Lease
      Term; Acceptance of Premises. (a)  This
      Lease shall continue in force during a period beginning on the Effective Date
      of
      this Lease and ending on the expiration of the Lease Term, unless this Lease
      is
      terminated early (pursuant to a right to so terminate specifically set forth
      in
      this Lease) or extended to a later date pursuant to any other term or provision
      hereof.




(b)  Tenant
      accepts the Premises as-is where-is and acknowledges that the Premises are
      currently vacant, but otherwise in acceptable condition for Tenant to make
      the
      Initial Improvements, which will be performed in accordance with the Tenant
      Improvements Agreement attached hereto as ***Exhibit
      "D"*** .




(c)  The
      completion of the Initial Improvements is not a condition precedent to the
      Commencement Date or the obligation to pay Rent in accordance with the terms
      of
      this Lease.




4.  Use.




(a)  The
      Premises shall be used solely for general office purposes and for no other
      purpose. Tenant shall (i) secure the doors providing access to the Premises
      and
      take other reasonable steps to secure the Premises and the personal property
      of
      all Tenant Related Parties and any of Tenant’s transferees, contractors or
      licensees in the Common Areas and Landlord’s Premises, from unlawful intrusion,
      theft, fire and other hazards; (ii) keep and maintain in good working order
      all
      security and safety devices installed in the Premises by or for the benefit
      of
      Tenant (such as locks, smoke detectors and burglar alarms); and (iii) cooperate
      with Landlord and other tenants in the Building on Building safety matters.
      Tenant acknowledges that Landlord is not a guarantor of the security or safety
      of Tenant, its employees and invitees or their property; and that such security
      and safety matters are the responsibility of Tenant and the local law
      enforcement authorities, subject, however, to Landlord’s obligation to provide
      the services set forth in Section
      9(a) below.





(b)  Tenant
      agrees not to overburden the unrestricted Parking Areas. Landlord reserves
      the
      right in its absolute discretion to determine whether the Parking Areas are
      becoming overburdened and to allocate and assign parking spaces among Tenant
      and
      other tenants, and to reconfigure the Parking Areas as Landlord deems
      appropriate.





5


5.  Payment
      of Rent.




(a)  Except
      as
      otherwise expressly provided in this Lease, the Rent shall be due and payable
      to
      Landlord in advance in monthly installments on the first (1 st )
      day of
      each calendar month during the Lease Term, at Landlord's address as provided
      on
      the signature page of this Lease or to such other person or at such other
      address as Landlord may from time to time designate in writing. Landlord may,
      at
      its option, bill Tenant for Rent, but no delay or failure by Landlord in
      providing such a bill shall relieve Tenant from the obligation to pay the Base
      Rental and Tenant's Share of Basic Operating Costs on the first (1 st )
      day of
      each month as provided herein. All payments shall be in the form of a check
      unless otherwise agreed by Landlord, provided that payment by check shall not
      be
      deemed made if the check is not duly honored with good funds. The Rent shall
      be
      paid without notice, demand, abatement, deduction or offset, except as otherwise
      expressly provided in this Lease.




(b)  If
      the
      Lease Term commences on other than the first (1 st )
      day of
      a calendar month, then the Base Rental for such partial month shall be prorated
      and paid at the rental rate applicable during the first full month of the Lease
      Term. Any such prorated Base Rental, plus the Base Rental for the first full
      month of the Lease Term for which Base Rental is payable, is being deposited
      with Landlord by Tenant contemporaneously with the delivery by Tenant to
      Landlord of an executed copy of this Lease and shall be applied to the payment
      of Base Rental by Landlord for the appropriate periods without any further
      notice by Tenant. If the Lease Term commences or ends at any time other than
      the
      first day of a calendar year, the Tenant's Share of Basic Operating Costs shall
      be prorated for such year according to the number of days of the Lease Term
      in
      such year.




(c)  Tenant
      will deliver to Landlord, with the executed copy of this Lease, (i) the initial
      monthly payment for Month one (1) of Base Rental of $3,607.50, and (ii) the
      initial monthly payment for Month one (1) of the estimated Tenant's Share of
      Basic Operating Costs, which will be based on calendar year 2007 estimates
      until
      subsequently adjusted as hereinafter provided, and Landlord has estimated to
      be
      $2,537.28 per month, for a total payment to be made with delivery of the Lease
      of $6144.78.




6.  Basic
      Operating Costs.




(a)  Landlord
      shall arrange for the services and utilities described in Section
      9 to be
      available for use by Tenant.




(b)  Tenant
      shall also pay to Landlord Tenant's Share of Basic Operating Costs, as
      additional rental, in monthly installments in accordance with Section
      5 .
      Beginning on the Commencement Date (which amount will be delivered with the
      executed Lease, as provided in Section
      5 ),
      Tenant
      will pay to Landlord each month on the first day of the month an amount equal
      to
      one-twelfth (1/12) of Tenant's Share of Basic Operating Costs for the calendar
      year in question as reasonably estimated by Landlord, with an adjustment to
      be
      made between the parties at a later date as hereinafter provided. [If the
      Commencement Date is not the first day of a calendar month, Tenant will pay
      a
      pro-rated portion of Tenant’s Share of Basic Operating Costs for such partial
      month with the initial payment. Furthermore,] Landlord may from time to time,
      but not more than three (3) times during any Lease Year, furnish Tenant with
      notice of a re-estimation of the amount of Tenant's Share of Basic Operating
      Costs, and Tenant shall commence paying its re-estimated Tenant's Share of
      Basic
      Operating Costs on the first day of the month following receipt of said notice.
      The failure of Landlord to estimate Basic Operating Costs and bill Tenant on
      a
      monthly basis shall in no event relieve Tenant of its obligation to pay Tenant's
      Share of Basic Operating Costs. In the event the Building is not at least
      ninety-five percent (95%) occupied during any year of the Lease Term (including
      the calendar year in which the Lease Term commences), the Basic Operating Costs
      shall be “grossed up” by increasing the variable components of Basic Operating
      Costs to the amount which Landlord projects would have been incurred had the
      Building been ninety-five percent (95%) occupied during such year, such amount
      to be annualized for any partial year.




6


(c)  By
      April 1 of each calendar year during Tenant's occupancy (including the
      calendar year following the year in which the Lease Term is terminated), or
      as
      soon thereafter as possible, Landlord shall furnish to Tenant a statement of
      Tenant's Share of Basic Operating Costs (the “ **Statement** ”).
      In
      the event of an underpayment by Tenant because of any difference between the
      amount, if any, collected by Landlord from Tenant for the estimated Tenant's
      Share of Basic Operating Costs and the actual amount of Tenant's Share of Basic
      Operating Costs, Tenant shall pay the amount of such underpayment to Landlord
      within thirty (30) days following delivery of the Statement. In the event of
      an
      overpayment by Tenant because of any difference between the amount, if any,
      collected by Landlord from Tenant for the estimated Tenant's Share of Basic
      Operating Costs and the actual amount of Tenant's Share of Basic Operating
      Costs, Landlord shall credit such overpayment against the next succeeding
      monthly installments of Tenant’s Share of Basic Operating Costs or, if this
      Lease shall have terminated, pay the amount of such overpayment to Tenant with
      delivery of Statement to Tenant. This provision shall survive the expiration
      or
      other termination of this Lease.




(d)  “ **Basic
      Operating Costs** ”
means
      all costs and expenses incurred in each calendar year of operating, maintaining,
      repairing, managing and owning Landlord’s Premises, including, without
      limitation, the following:




(1)  Reasonable
      wages, salaries and other compensation of all employees engaged in the direct
      operation and maintenance of Landlord’s Premises, employer's social security
      taxes, unemployment taxes or insurance and any other taxes which may be levied
      on such wages, salaries and other compensation, and the cost of medical,
      disability and life insurance and pension or retirement benefits for such
      employees; provided, however, with respect to employees engaged in the operation
      and maintenance of other buildings owned by Landlord (or an affiliate of
      Landlord), other than Landlord’s Premises, such items shall be fairly
      apportioned among all such buildings;




(2)  Cost
      of
      leasing or purchasing all supplies, tools, equipment and materials used in
      the
      operation, maintenance, repair and management of Landlord’s Premises;




(3)  Except
      to
      the extent the same are paid directly or separately by Tenant (in which case
      the
      equivalent costs attributable to any other tenant shall be excluded so that,
      for
      example, if Tenant pays separately for electricity used in the Premises, there
      shall be excluded from Basic Operating Costs, the cost of electricity furnished
      to all other tenants) to the applicable provider or to Landlord, the cost of
      all
      utilities for Landlord’s Premises (both interior and exterior), including,
      without limitation, the cost of water and power, electrical utilities, sewage,
      heating, lighting, air conditioning and ventilation for Landlord’s
      Premises;




7


(4)  Cost
      of
      all maintenance and service agreements for Landlord’s Premises and surrounding
      grounds, including, but not limited to, janitorial service, pest control,
      security service, equipment leasing, energy management system leasing, landscape
      maintenance, alarm service, window cleaning, metal finishing and elevator
      maintenance;




(5)  Cost
      of
      all insurance relating to Landlord’s Premises (collectively, “ **Insurance
      Costs** ”),
      including, but not limited to, fire and extended coverage insurance, rental
      interruption insurance and liability insurance applicable to Landlord’s Premises
      and Landlord's personal property used in connection therewith, plus the cost
      of
      all deductible payments made by Landlord in connection therewith (but only
      to
      the extent not already deducted as a Basic Operating Cost);




(6)  All
      Taxes
      (if the amount of Taxes payable for any calendar year is changed by final
      determination of legal proceedings, settlement, or otherwise, such changed
      amount shall be the Taxes for such year);




(7)  Cost
      of
      repairs and general maintenance for Landlord’s Premises (excluding such repairs
      and general maintenance paid by insurance proceeds or by Tenant or other third
      parties);




(8)  Costs
      of
      performing responsibilities allocable to Landlord’s Premises and costs of
      contributions allocable to Landlord’s Premises in connection with the common
      elements and operation of the Project;




(9)  Legal
      expenses incurred with respect to Landlord’s Premises which relate directly to
      the operation of Landlord’s Premises and which benefit all of the tenants of
      Landlord’s Premises generally, such as legal proceedings to abate offensive
      activities or uses or reduce property taxes, but excluding legal expenses
      related to the collection of Rent or to the sale, leasing or financing of
      Landlord’s Premises;




(10)  Fees
      for
      reasonable and customary management services, whether provided by an independent
      management company, by Landlord or by any affiliate of Landlord, but only to
      the
      extent that the costs of such services do not exceed competitive costs for
      comparable services in comparable buildings of the class, type, size, age and
      location of the Building in the Market Area;




(11)  Expenses
      incurred in order to comply with any federal, state or municipal law, code
      or
      ordinance, or regulation which was not promulgated, or which was promulgated
      but
      not in effect or applicable to Landlord’s Premises, as of the Effective Date of
      this Lease;




8


(12)  Amortization
      of the cost of installation of capital investment items which (A) Landlord
      reasonably believes will either (i) reduce (or avoid increases in) Basic
      Operating Costs, or (ii) promote safety, or (B) may be required in
      order to comply with any federal, state or municipal law, code or ordinance,
      or
      regulation which was not promulgated, or which was promulgated but was not
      in
      effect or applicable to Landlord’s Premises, as of the Effective Date of this
      Lease. All costs of such capital investment items shall be amortized, together
      with an amount equal to interest at twelve percent (12%) per annum, with the
      amortization schedule being determined in accordance with generally accepted
      accounting principles and in no event to extend beyond the remaining useful
      life
      of the Building; and




(13)  Costs
      of
      ad valorem tax consultants.




(e)  Notwithstanding
      anything to the contrary in this Lease, Basic Operating Costs shall not include
      any expenses or costs for the following items:




(1)  Except
      as
      provided in Section 6(d)(11) ,
      costs
      that under generally accepted accounting principles are required to be
      classified as capital expenditures, and related amortization
      thereof;




(2)  Except
      as
      provided in Section 6(d)(11) ,
      depreciation or amortization of the Building or its contents or
      components;




(3)  Expenses
      for the preparation of space (including tenant finish out costs) or other
      similar type work which Landlord performs for any tenant or prospective tenant
      of the Building;




(4)  Expenses
      incurred in leasing or obtaining new tenants or retaining existing tenants,
      including, but not limited to, marketing costs and leasing
      commissions;




(5)  Except
      as
      provided in Section 6(d)(9) or Section
      6(d)(13) ,
      legal
      expenses;




(6)  Interest,
      amortization or other costs associated with any mortgage, loan or refinancing
      of
      Landlord’s Premises; or




(7)  Any
      ground rent incurred for Landlord’s Premises.




(8)  Expenses
      in connection with services or other benefits which are not offered to Tenant
      or
      which are provided exclusively to another tenant or occupant of the Building
      or
      Project;




9


(f)  If
      there
      exists any dispute as to the calculation of Tenant's Share of Basic Operating
      Costs (a “ **Dispute** ”),
      the
      events, errors, acts or omissions giving rise to the Dispute shall not
      constitute a breach or default by Landlord nor shall Landlord be liable to
      Tenant, except as specifically provided below. If there is a Dispute, Tenant
      shall so notify Landlord in writing within thirty (30) days after receipt of
      the
      Statement. Such notice shall specify the items in Dispute. Notwithstanding
      the
      existence of a Dispute, Tenant shall timely pay the amount in dispute as and
      when required under this Lease, provided such payment shall be without prejudice
      to Tenant's position. Upon receipt of such payment, Landlord shall thereafter
      provide Tenant with such supplementary information regarding the items in
      Dispute as may be reasonably requested by Tenant in an effort to resolve such
      Dispute; provided, however, that Landlord shall not be required to provide
      any
      supplementary information to Tenant unless all sums shown to be due by Tenant
      on
      the Statement are paid in full. If Landlord and Tenant are unable to resolve
      such Dispute, such Dispute shall be referred to a mutually satisfactory third
      party certified public accountant for final resolution, subject to the audit
      rights of Tenant contained in Section 6(g) .
      The
      cost of such certified public accountant shall be paid by the party found to
      be
      least accurate (in terms of dollars in dispute). If a Dispute is resolved in
      favor of Tenant, Landlord shall, within thirty (30) days thereafter, refund
      any
      overpayment to Tenant, together with interest from the time of such overpayment
      at ten percent (10%) per annum. The determination of such certified public
      accountant shall be final and binding, subject to the audit rights of Tenant
      contained in Section 6(g) ,
      and
      final settlement shall be made within thirty (30) days after receipt of such
      accountant's decision. If Tenant fails to dispute the calculation of Tenant's
      Share of Basic Operating Costs in accordance with the procedures and within
      the
      time periods specified in this Section 6(f) ,
      or
      request an audit of the Basic Operating Costs in accordance with the procedures
      and within the time periods specified in Section 6(g) ,
      the
      Statement shall be considered final and binding for the calendar year in
      question.




(g)  Tenant,
      at Tenant's expense, shall have the right, no more frequently than once per
      calendar year, following thirty (30) days' prior written notice (such written
      notice to be given within thirty (30) days following Tenant's receipt of
      Landlord's Statement delivered in accordance with Section 6(c) )
      to
      Landlord, to audit Landlord's books and records relating to Basic Operating
      Costs for the immediately preceding calendar year only; provided that such
      audit
      must be concluded within sixty (60) days after Tenant's receipt of Landlord's
      Statement for the year to which such audit relates; and provided further that
      the conduct of such audit must not unreasonably interfere with the conduct
      of
      Landlord's business. Without limitation upon the foregoing, Tenant's right
      to
      audit Landlord's books and records shall be subject to the following
      conditions:




(1)  No
      audit
      shall be allowed unless Basic Operating Costs for the calendar year in question
      have increased by more than five percent (5%) over Basic Operating Costs for
      the
      immediately preceding calendar year;




(2)  Such
      audit shall be conducted during Normal Business Hours and at the location where
      Landlord maintains its books and records;




(3)  Tenant
      shall deliver to Landlord a copy of the results of such audit within five (5)
      days after its receipt by Tenant;




10


(4)  No
      audit
      shall be permitted if an Event of Default by Tenant has occurred and is
      continuing under this Lease, including any failure by Tenant to pay an amount
      in
      Dispute;




(5)  Provided
      such audit does not result in a credit or refund for overpaid Basic Operating
      Costs Tenant shall reimburse Landlord within ten (10) days following written
      demand for the cost of all copies requested by Tenant's auditor;




(6)  Such
      audit must be conducted by an independent, nationally-recognized accounting
      firm
      or a local accounting firm reasonably acceptable to Landlord that is not being
      compensated by Tenant on a contingency fee basis and which has agreed with
      Landlord in writing to keep the results of such audit confidential by executing
      and delivering to Landlord a confidentiality agreement in the form of ***Exhibit “F”*** attached
      to this Lease, such confidentiality agreement to also be signed and delivered
      to
      Landlord by Tenant;




(7)  No
      subtenant shall have the right to audit;




(8)  If,
      for
      any calendar year, an assignee of Tenant (as permitted by this Lease) has
      audited or given notice of an audit, Tenant will be prohibited from auditing
      such calendar year, unless in the case of an audit having been noticed but
      not
      yet performed by such assignee, the assignee withdraws its audit notice, and,
      similarly, if Tenant has audited such calendar year or given such notice, the
      foregoing restrictions of this Section 6(g)(8) will
      apply to the assignee's right to audit; and




(9)  Any
      assignee's audit right will be limited to the period after the effective date
      of
      the assignment.




Unless
      Landlord in good faith disputes the results of such audit, an appropriate
      adjustment shall be made between Landlord and Tenant to reflect any overpayment
      or underpayment of Tenant's Share of Basic Operating Costs within thirty (30)
      days after delivery of such audit to Landlord. In the event of an overpayment
      by
      Tenant, within thirty (30) days following the delivery of such audit, Landlord
      shall, if no Event of Default exists hereunder, make a cash payment to Tenant
      in
      the amount of such overpayment, or, if an Event of Default exists hereunder,
      credit such overpayment against delinquent Rent and make a cash payment to
      Tenant for the balance. In the event Landlord in good faith disputes the results
      of any such audit, the parties shall in good faith attempt to resolve any
      disputed items. If Landlord and Tenant are able to resolve such dispute, final
      settlement shall be made within thirty (30) days after resolution of the
      dispute. If the parties are unable to resolve any such dispute, any sum on
      which
      there is no longer dispute shall be paid and any remaining disputed items shall
      be referred to a mutually satisfactory third party certified public accountant
      for final resolution. The cost of such certified public accountant shall be
      paid
      by the party found to be least accurate (in terms of dollars in dispute). The
      determination of such certified public accountant shall be final and binding
      and
      final settlement shall be made within thirty (30) days after receipt of such
      accountant's decision.




11


(h)  Landlord
      may at any time designate a fiscal year in lieu of a calendar year and in such
      event, at the time of such a change, there may be a billing for the fiscal
      year
      which is less than twelve (12) calendar months.





(i)  Landlord
      reserves, and Tenant hereby assigns to Landlord, the sole and exclusive right
      to
      contest, protest, petition for review, or otherwise seek a reduction in
      Taxes.





(j)  Landlord
      and Tenant are knowledgeable and experienced in commercial transactions and
      agree that the provisions of this Lease for determining charges, amounts and
      rent payable by Tenant (including without limitation, payments Tenant’s Share of
      Basic Operating Costs) are commercially reasonable and valid even though such
      methods may not state a precise mathematical formula for determining such
      charges.





7.  Late
      Payments; Dishonored Checks.




(a)  In
      the
      event any installment of Rent is not received within ten (10) days after the
      date due (without in any way implying Landlord's consent to such late payment),
      Tenant, to the extent permitted by law, agrees to pay, in addition to said
      installment of Rent, a late payment charge equal to seven percent (7%) of the
      installment of Rent due, it being understood that said late payment charge
      shall
      be for the purpose of reimbursing Landlord for the additional costs and expenses
      which Landlord presently expects to incur in connection with the handling and
      processing of late payments. In the event of any such late payment(s) by Tenant,
      the additional costs and expenses so resulting to Landlord will be difficult
      to
      ascertain precisely and the foregoing charge constitutes a reasonable and good
      faith estimate by the parties of the extent of such additional costs and
      expenses. Acceptance of such late charge by Landlord shall in no event
      constitute a waiver of Tenant's default with respect to such overdue amount,
      nor
      prevent Landlord from exercising any other rights or remedies granted hereunder
      unless such default is otherwise cured within the time period provided in this
      Lease.




(b)  In
      addition to the late payment charge contained in Section 7(a) ,
      all
      Rent, if not paid within thirty (30) days of the date due, shall, at the option
      of Landlord, and to the extent permitted by law, bear interest from the date
      due
      until paid at the Default Rate.




(c)  If
      any
      check is tendered by Tenant and not duly honored with good funds, Tenant shall,
      in addition to any other remedies available to Landlord under this Lease, pay
      Landlord a “NSF” fee of $25.00.




8.  Security
      Deposit.




(a)  The
      Security Deposit shall be deposited with Landlord by Tenant contemporaneously
      with the delivery by Tenant to Landlord of this Lease. The Security Deposit
      shall be held by Landlord, without liability for interest, as security for
      the
      performance by Tenant of Tenant's covenants and obligations under this Lease.
      The Security Deposit may be co-mingled with other funds generally held by
      Landlord in connection with the operation of Landlord’s Premises. If Tenant
      fails to pay Rent or any other amount owed to Landlord under this Lease,
      Landlord may, from time to time, without prejudice to any other remedy, recoup
      from the Security Deposit the amount necessary to make good any such arrearages
      of Rent or to satisfy any other covenant or obligation of Tenant hereunder.
      Following any such application of the Security Deposit (and specifically
      excluding the application of the Security Deposit in accordance with paragraph
      (b) below), Tenant shall pay to Landlord on demand the amount so applied in
      order to restore the Security Deposit to its original amount. If Landlord
      transfers its interest in Landlord’s Premises during the term of this Lease,
      Landlord shall assign the Security Deposit to the transferee and upon assumption
      by such transferee of liability for the Security Deposit, Landlord shall have
      no
      further liability for the return of such Security Deposit.




12


(b)  If
      The
      Security Deposit is to be in the form of a letter of credit, the following
      additional provisions shall apply:




(i)  Tenant
      shall deliver to Landlord concurrent with Tenant’s execution of this Lease, an
      unconditional, clean, irrevocable standby letter of credit (the “ **L-C** ”)
      in the
      initial amount of the Security Deposit, which L-C shall be issued by a
      money-center bank which is acceptable to Landlord, and which L-C may be
      presented for payment in a U.S. location acceptable to Landlord. The L-C shall
      be in form and content as attached hereto as ***Exhibit
      "H"*** for an
      initial term of not less than one year, automatically renewing for one year
      periods until a final expiry not earlier than ninety (90) days after the
      expiration of the original Term. Tenant shall pay all expenses, points and/or
      fees incurred by Tenant in obtaining the L-C.




(ii)  If
      Tenant
      fails to renew or replace the L-C at least thirty (30) days before its
      expiration, Landlord may, but shall not be required to, draw upon all or any
      portion of the L-C, and hold the proceeds of such draw as the Security Deposit
      (such proceeds, “ **L-C
      Security Deposit** ”).




(ii)  If
      Tenant
      defaults with respect to any provisions of this Lease, including, but not
      limited to, the provisions relating to the payment of Rent, Landlord may, but
      shall not be required to, draw upon all or any portion of the L-C for payment
      of
      any Rent or any other sum in default, or for the payment of any amount that
      Landlord may spend or may become obligated to spend by reason of Tenant’s
      default; or to compensate Landlord for any other loss, cost or damage that
      Landlord may suffer by reason of Tenant’s default. The use, application or
      retention of the L-C, or any portion thereof, by Landlord shall not prevent
      Landlord from exercising any other right or remedy provided by this Lease or
      by
      law, it being intended that Landlord shall not first be required to proceed
      against the L-C and shall not operate as a limitation on any recovery to which
      Landlord may otherwise be entitled. Any amount of the L-C which is drawn upon
      by
      Landlord, but is not used or applied by Landlord, shall be held by Landlord
      and
      deemed an L-C Security Deposit. If any portion of the L-C is drawn upon, Tenant
      shall, within five (5) days after written demand therefor, either (i) deposit
      cash with Landlord (which cash shall be applied by Landlord to the L-C Security
      Deposit) in an amount sufficient to cause the sum of the L-C Security Deposit
      and the amount of the remaining L-C to be equivalent to the amount of the
      Security Deposit required under this Lease or (ii) reinstate the L-C to the
      amount then required under this Lease. If any portion of the L-C Security
      Deposit is used or applied, Tenant shall, within two (2) days after written
      demand therefor, deposit cash with Landlord (which cash shall be applied by
      Landlord to the L-C Security Deposit) in an amount sufficient to restore the
      L-C
      Security Deposit to the amount required under this Lease, and Tenant’s failure
      to do so shall be a default under this Lease. If Tenant shall fully and
      faithfully perform every provision of this Lease to be performed by it, the
      L-C
      Security Deposit and/or the L-C, or any balance thereof, shall be returned
      to
      Tenant within sixty (60) days following the later of the expiration of the
      Term
      or the vacating of the Premises by Tenant.




13


9.  Services
      to be Furnished by Landlord.




(a)  So
      long
      as no Event of Default exists under this Lease beyond any applicable grace
      period, Landlord agrees to furnish Tenant the following services:




Facilities
      for hot and cold water at those points of supply provided for general use of
      other tenants in the Building and as necessary to service any kitchen facilities
      within the Premises approved by Landlord and provided solely for the use of
      Tenant and its employees, and central heat and air conditioning in season (the
      cost of such service to be paid by Tenant and other tenants of Landlord’s
      Premises in accordance with Section 6(d)(3) ,
      and the
      cost of such service during other than Normal Business Hours to be paid as
      set
      forth in Section 9(a)(8) ),
      during
      Normal Business Hours, at such temperatures and in such amounts as are
      considered to be standard for similar class office buildings within a three
      (3)
      mile radius of the Building or as required by governmental authorities
      (including energy conservation requirements).




(1)  Routine
      maintenance for all Common Areas and Service Areas of the Building in the manner
      and to the extent deemed by Landlord to be standard.




(2)  Janitorial service at a level comparable to that provided in similar class
      office buildings within a three (3) mile radius of the Building.




(3)  All
      Building Standard fluorescent and incandescent bulb and ballast replacement
      in
      the Premises, the Common Areas and the Service Areas.




(4)  Tenant
      shall have access to the Building at all times provided, however, except during
      Normal Business Hours, access to the Building (or to the floor on which the
      Premises are located) shall be limited through the use of master entry cards,
      a
      card reader entry system and/or keys. Tenant shall receive five (5) master
      entry
      cards and/or keys. Tenant shall reimburse Landlord for the cost of each
      additional card and/or key and for each replacement card and/or key for any
      card
      and/or key lost by or stolen from Tenant. The cost of additional keys shall
      be
      $3.50 per key and the cost of additional cards shall be $10.00 per card. Tenant
      agrees to surrender all master entry cards and/or keys in its possession upon
      the expiration or earlier termination of this Lease. Any lost cards and/or
      keys
      shall be canceled. **TENANT
      SHALL INDEMNIFY AND HOLD LANDLORD AND ANY LANDLORD RELATED PARTY HARMLESS FROM,
      AND REIMBURSE LANDLORD AND ANY LANDLORD RELATED PARTY FOR AND WITH RESPECT
      TO,
      ANY AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), DEMANDS,
      CLAIMS, CAUSES OF ACTION AND LIENS ARISING FROM AND IN CONNECTION WITH ANY
      THEFT
      OR BURGLARY OR FROM DAMAGES DONE BY UNAUTHORIZED PERSONS IN THE PREMISES OR
      ON
      LANDLORD'S PREMISES THAT GAIN ACCESS TO THE BUILDING WITH ANY OF TENANT’S MASTER
      ENTRY CARDS AND/OR KEYS EXCEPT TO THE EXTENT ARISING FROM THE GROSSLY NEGLIGENT
      ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD RELATED
      PARTY.** **** Tenant
      shall cooperate fully in Landlord's efforts to control access in the Building
      and shall follow all regulations promulgated by Landlord with respect thereto
      which are adopted in accordance with ***Exhibit “C”*** .
      Tenant
      may, at its sole cost and expense, install its own card-key access system to
      the
      Premises and other security devices within the Premises, provided Tenant affords
      Landlord the ability to gain access to the Premises in circumstances expressly
      permitted by this Lease.




14


(5)  Electricity
      and proper facilities to furnish (A) Building Standard lighting, and
      (B) sufficient electrical power for normal office machines (including
      electric typewriters, desk-top computer facilities and desk-top word processing
      facilities) and other machines of similar electrical consumption (“ **Miscellaneous
      Power** ”).
      In
      the event Landlord determines that Tenant will require, or is consuming, special
      lighting or Miscellaneous Power in excess of Building Standard, Tenant shall
      reimburse Landlord for the cost of any additional equipment, such as
      transformers, risers and supplemental air conditioning equipment, which
      Landlord's engineer reasonably deems necessary to accommodate such
      above-standard consumption (without implying any obligation on the part of
      Landlord to accommodate such use), and Landlord may install separate meters
      to
      all or a portion of the Premises at the cost of Tenant. In the event separate
      utility meters are provided to the Premises, Landlord may elect to have all
      charges for the utilities separately metered to the Premises billed directly
      to
      Tenant and Landlord shall make a corresponding adjustment to Tenant's Share
      of
      Basic Operating Costs.




(6)  Passenger elevator service in common with other tenants of the Building for
      ingress to and egress from the floor(s) upon which the Premises are situated,
      twenty-four (24) hours a day, seven (7) days a week, and non-exclusive freight
      elevator service to the Premises during Normal Business Hours and at other
      times
      upon reasonable prior notice to Landlord and approval of the Building manager.
      Any passenger or freight elevator use shall be subject to the Rules and
      Regulations for the Building and shall be subject to temporary cessation for
      ordinary repair and maintenance and during times when life safety systems
      override normal Building operating systems.




15


(7)  Heating
      and air conditioning during other than Normal Business Hours shall be furnished
      only upon the prior request of Tenant made in accordance with such procedures
      as
      are, from time to time, prescribed by the Building manager, and Tenant shall
      bear the cost of such heating and air conditioning service at a rate equal
      to
      the cost incurred by Landlord to provide such service; provided, however, there
      shall be a two (2) hour minimum charge when such service is requested and the
      after-hours HVAC rate may be adjusted, from time to time, to reflect increases
      in the costs incurred by Landlord in providing such service. In the event any
      other tenant within the same HVAC zone as the Premises also requests after-hours
      heating or air conditioning during the same period as Tenant, Landlord shall
      equitably allocate the cost thereof among all tenants within the same HVAC
      zone
      requesting such service.




(b)  In
      the
      event Landlord agrees to provide any additional services at the specific request
      of Tenant, other than after-hours HVAC, without implying any obligation on
      the
      part of Landlord to do so, the provision of such services shall, unless
      otherwise specifically agreed in writing, be subject to the availability of
      Building personnel, and, if the provision of any such service requires Landlord
      to incur any out-of-pocket cost, Tenant shall reimburse Landlord for the cost
      of
      providing such service plus an administrative charge equal to ten percent (10%)
      of such cost, plus applicable sales tax, within ten (10) days following receipt
      of an invoice from Landlord. Unless Landlord has agreed with Tenant to the
      contrary in writing, Landlord may discontinue the provision of such additional
      service at any time upon thirty (30) days advance written notice (or immediately
      upon the occurrence of an Event of Default).




(c)  The
      unintentional failure by Landlord, to any extent, to furnish services required
      to be furnished by Landlord hereunder, or any cessation thereof, shall not
      render Landlord liable in any respect for damages (including, without
      limitation, business interruption damages) to persons or property, nor be
      construed as an eviction of Tenant, nor work an abatement of Rent, nor relieve
      Tenant from fulfillment of any covenant or agreement set forth in this Lease.
      Should any of such services be interrupted, Landlord shall use reasonable
      diligence to restore the same promptly, but Tenant shall have no claim for
      rebate of Rent, damages or eviction on account thereof. Notwithstanding the
      foregoing, subject to Section 24 (Casualty Damage) and Section 25 (Condemnation), if any portion of the Premises becomes unfit for occupancy
      because Landlord fails to deliver any service required under this Section 9 for any
      period exceeding three (3) consecutive business days (excluding Normal Business
      Holidays) after receipt of notice of such failure from Tenant, and provided
      such
      failure is not caused by Tenant or any Tenant Related Party, Landlord shall
      allow Tenant an equitable abatement of Rent (based on the severity of the
      interruption and the amount of space unfit for occupancy) effective from the
      fourth (4 th )
      business day (excluding Normal Business Holidays) following the earlier to
      occur
      of (i) the date on which Tenant first provided Landlord with written notice
      of the interruption of such service, and (ii) the date on which Landlord
      first acquired actual knowledge of the interruption of such service, until
      such
      portion of the Premises is again fit for occupancy and such service is
      restored.




16


10.  Graphics;
      Signage .
      Landlord reserves full right of approval and rejection of any and all of
      Tenant's signs on the Premises, however, Landlord will not unreasonably withhold
      approval of such signs as are not visible from the exterior of the Building.
      Landlord will maintain a directory of all tenants of the Building in the main
      lobby of the Building, and Tenant will be entitled to be listed in the directory
      in a manner consistent with the listing of other tenants. In addition, Landlord
      will install a suite sign with Tenant's name outside the main entrance to the
      Premises. The design of all signage will be Building Standard.




11.  Telecommunications .




(a)  Tenant
      has been advised of the Building's access to, or ability to connect into,
      specific or particular fiber optic lines, T1 lines and DSL lines. In the event
      that Tenant wishes to utilize the services of a telephone or telecommunications
      provider whose equipment is not servicing the Building as of the date of
      Tenant's execution of this Lease (“ **Provider** ”),
      such
      Provider shall be required to obtain the prior written consent of Landlord,
      which consent shall not be unreasonably withheld or delayed, before installing
      its lines or equipment within Landlord’s Premises. In no event shall the
      Provider be permitted to provide service to any occupant of Landlord’s Premises
      other than Tenant, without the prior written consent of Landlord, which consent
      shall not be unreasonably withheld or delayed.




(b)  Landlord's
      refusal to give its consent to the installation of lines or equipment by the
      Provider shall be deemed reasonable unless all of the following conditions
      are
      satisfied to Landlord's reasonable satisfaction, the satisfaction of such
      conditions to be evidenced by a written agreement between Provider and Landlord
      or by any other means acceptable to Landlord in its reasonable
      judgment:




(1)  Landlord
      shall incur no expense whatsoever with respect to any aspect of Provider's
      provision of its services, including, without limitation, the costs of
      installation, materials, utilities (including the cost of any separate meters)
      and service;




(2)  Prior
      to
      commencement of any work in or about the Building by Provider, Provider shall
      supply Landlord with such written indemnities, insurance verifications,
      financial statements, and such other items as Landlord reasonably deems to
      be
      necessary to protect its financial interests and the interests of the Building
      relating to the proposed activities of the Provider;




(3)  Prior
      to
      the commencement of any work in or about the Building by the Provider, the
      Provider shall agree to abide by the Rules and Regulations 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 the Landlord,
      including, without limitation, providing security in such form and amount as
      determined by Landlord;




(4)  Landlord
      reasonably determines that there is sufficient space in the Building for the
      placement of all of the Provider's equipment and materials;




(5)  The
      Provider is licensed and reputable; and




17


(6)  The
      Provider agrees to compensate Landlord for space used in the Building for the
      storage and maintenance of the Provider's equipment and for all costs that
      may
      be incurred by Landlord in arranging for access by the Provider's personnel,
      security for Provider's equipment, and any other such costs as Landlord may
      reasonably expect to incur, and to deliver to Landlord a security deposit
      covering the cost of removal of Provider’s equipment (including wiring) prior to
      the commencement of any such installation.




(c)  Landlord's
      consent under this section shall not be deemed any kind of warranty or
      representation by Landlord, including, without limitation, any warranty or
      representation as to the suitability, competence, or financial strength of
      Provider.




(d)  Tenant
      acknowledges and agrees that all telephone and telecommunications services
      desired by Tenant shall be ordered and utilized at the sole risk and expense
      of
      Tenant.




(e)  Tenant
      agrees that, to the extent service by Provider 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.




(f)  The
      provisions of this Section 11 may be
      enforced solely by the Tenant and Landlord, and are not for the benefit of
      any
      other party. No Provider shall be deemed a third party beneficiary of this
      Lease.




12.  Repairs
      and Maintenance by Landlord . Except
      as provided in Section 14 ,
      Landlord shall be responsible for the maintenance and repair of exterior and
      load-bearing walls, floor slabs, mechanical, electrical, plumbing and HVAC
      systems and equipment which are Building Standard, the roof of the Building,
      the
      Common Areas (including restrooms located on any full floors leased by Tenant),
      the Service Areas and the Parking Areas. In no event shall Landlord be
      responsible for the maintenance or repair of improvements made by or at the
      request of Tenant which are not Building Standard. All requests for repairs
      must
      be submitted to Landlord in writing, except in the case of an emergency. Repairs
      and maintenance by Landlord pursuant to this Section 12 are
      included in Basic Operating Costs, except to the extent excluded by Section 6(e) .




13.  Maintenance
      by Tenant .
      Tenant
      shall maintain the Premises in a clean and orderly condition and shall not
      commit or allow any waste to be committed on any portion of the Premises. At
      the
      expiration or early termination of this Lease, Tenant shall deliver up the
      Premises to Landlord in as good condition as at the Commencement Date, ordinary
      wear and tear and damage by fire or casualty loss (unless caused by Tenant)
      excepted.




14.  Repairs
      by Tenant .
      Tenant
      shall, at Tenant's cost, repair or replace any damage to the Premises (including
      doors and door frames, interior windows, flooring above the floor slab and
      any
      kitchen equipment, such as dishwashers, sinks, refrigerators, trash compactors
      and plumbing and other mechanical systems related thereto) that is not due
      to
      normal wear and tear and is not caused by Landlord, and any damage to Landlord’s
      Premises, or any part thereof, caused by Tenant or any employee, officer,
      contractor, agent, Tenant, guest, licensee or invitee of Tenant (except that
      with respect to any such damage outside of the Premises or below floor
      coverings, above ceilings or behind walls or columns, such damage shall be
      repaired by Landlord, and Tenant shall reimburse Landlord for the cost of such
      repairs or replacements, plus an administrative charge equal to ten percent
      (10%) of the cost of such repairs or replacements). If Tenant fails to make
      such
      repairs or replacements within thirty (30) days after receipt of written notice
      from Landlord, Landlord may, at Landlord's option, make such repairs or
      replacements, and Tenant shall reimburse Landlord for the cost of such repairs
      or replacements, plus an administrative charge equal to ten percent (10%) of
      the
      cost of such repairs or replacements. Reimbursement for all repairs performed
      by
      Landlord pursuant to this Section 14 shall be
      payable as additional Rent by Tenant to Landlord within ten (10) days following
      Tenant's receipt of an invoice from Landlord. Notwithstanding anything contained
      herein to the contrary, if any such damage is covered by Landlord's insurance,
      in whole or in part, Tenant's liability under this Section 14 shall be
      limited to the deductible payable by Landlord and any portion of the cost of
      repairing such damage not covered by Landlord's insurance. In connection with
      repairs or replacements made by Tenant, Tenant shall provide Landlord with
      a
      copy of the contractor agreement regarding such repairs, copies of certificates
      of insurance evidencing contractor coverage satisfactory to Landlord, copies
      of
“as-built” plans and specifications and other information or documentation
      reasonably required by Landlord, including evidence of the lien-free completion
      of such repairs or replacements.




18


15.  Alterations,
      Additions, Improvements.




(a)  Tenant
      will make no alteration, change, improvement, replacement or addition to the
      Premises (collectively, “ **Alterations** ”),
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld with respect to interior Alterations which will not
      affect, in any way, the mechanical, electrical, plumbing, HVAC, structural
      and/or fire and life safety components of the Building and are not visible
      from
      outside of the Building or the Premises (“ **Non-Structural
      Alterations** ”).
      Landlord may, at its option, require Tenant to submit plans and specifications
      to Landlord for approval prior to commencing any Alterations. All approved
      Alterations (other than Non-Structural Alterations) shall be performed by a
      contractor on Landlord's approved list (a copy of which may be obtained from
      the
      Building manager). All Alterations shall be done in a good and workmanlike
      manner and in compliance with all applicable laws and ordinances, including,
      but
      not limited to, Title III of The Americans With Disabilities Act of 1990
      and similar state laws and local ordinances (collectively, the “ **Disability
      Laws** ”).
      Tenant shall require that any contractors used by Tenant carry a comprehensive
      liability (including builder's risk) insurance policy in such amounts as
      Landlord may reasonably require and provide proof of such insurance to Landlord
      prior to the commencement of any Alterations. **TENANT
      SHALL INDEMNIFY AND HOLD LANDLORD AND ANY LANDLORD RELATED PARTY HARMLESS FROM,
      AND REIMBURSE LANDLORD AND ANY LANDLORD RELATED PARTY FOR AND WITH RESPECT
      TO,
      ANY AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), DEMANDS,
      CLAIMS, CAUSES OF ACTION AND LIENS ARISING FROM AND IN CONNECTION WITH ANY
      ALTERATIONS PERFORMED BY TENANT EXCEPT TO THE EXTENT ARISING FROM THE GROSSLY
      NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD
      RELATED PARTY.** **** All
      persons performing work in the Building at the request of Tenant shall register
      with the Building manager prior to initiating any work. Upon completion of
      any
      Alterations, Tenant shall provide Landlord with a copy of its building permit,
      final inspection tag and, if plans and specifications were required by Landlord,
      final “as built” plans and specifications, together with evidence of the
      lien-free completion of such Alterations. Except for Finish Out Work described
      on ***Exhibit
      “D”*** hereto,
      all Alterations now or hereafter placed or constructed on the Premises at the
      request of Tenant shall be at Tenant's cost. If Landlord performs such
      Alterations on Tenant's behalf, the cost of such Alterations (plus a
      construction management fee equal to five percent 5% of hard costs) shall be
      payable as additional Rent by Tenant to Landlord within ten (10) days following
      Tenant's receipt of an invoice from Landlord.




19


(b)  Upon
      the
      expiration or early termination of this Lease, Tenant shall remove its trade
      fixtures, office supplies and movable office furniture and equipment not
      attached to the Building (including all wiring and cabling, whether or not
      attached to the Building, placed or installed by or for the benefit of Tenant
      in
      the Premises or the Common Areas, unless otherwise directed in writing by
      Landlord). Such removal must be completed prior to the termination or expiration
      of the Lease Term. Tenant shall repair all damage caused by such removal. All
      other property at the Premises, any Alterations to the Premises, and any other
      articles attached or affixed to the floor, wall, or ceiling of the Premises
      shall, immediately upon installation, be deemed the property of Landlord and
      shall be surrendered with the Premises at the termination or expiration of
      this
      Lease, without payment or compensation therefor. If, however, Landlord so
      requests in writing, Tenant will, at Tenant's sole cost and expense, prior
      to
      the termination or expiration of the Lease Term, remove any and all Alterations
      to the Premises (other than the Initial Improvements) installed by Tenant or
      installed by Landlord at Tenant's request in the Premises, and will repair
      any
      damage caused by such removal.




16.  Laws
      and Regulations; Disability Laws; Building Rules and
      Regulations.




(a)  Tenant,
      at Tenant's sole cost and expense, shall comply with all current and future
      federal, state, municipal and other laws and ordinances applicable to the use
      of
      the Premises, the employees, agents, visitors and invitees of Tenant, and the
      business conducted in the Premises by Tenant, including, without limitation,
      all
      environmental laws and regulations; will not engage in any activity which would
      cause Landlord's fire and extended coverage insurance to be canceled or the
      rate
      increased (or, at Landlord's option, Landlord may allow Tenant to engage in
      such
      activity provided Tenant pays for any such increase in the insurance rate);
      and
      will not commit any act which is a nuisance or annoyance to Landlord or to
      other
      tenants in the Building or which might, in the reasonable judgment of Landlord,
      appreciably damage Landlord's goodwill or reputation, or tend to injure or
      depreciate the value of the Building. Without limiting the foregoing, Tenant
      shall not place or permit to remain within the Premises any “ **hazardous
      materials** ”
as
      such
      term is now or hereafter defined under applicable environmental laws, except
      cleaning supplies, copier toner or other similar type products commonly found
      in
      commercial office space, provided such items are properly labeled, stored and
      disposed of in accordance with all applicable governmental requirements.
      Notwithstanding the foregoing, nothing in this Section 16(a) shall be
      construed as requiring Tenant to be responsible for any legal requirements
      applicable to the structural portions of the Premises, any restrooms within
      the
      Building (other than restrooms constructed by or at the special request of
      Tenant) or the Building Standard mechanical, electrical, plumbing or HVAC
      systems, unless the failure to comply with any such legal requirements is caused
      by Tenant or anyone acting for Tenant. Tenant
      covenants and agrees to indemnify, protect and save Landlord and any Landlord
      Related Party harmless against and from any and all damages, losses,
      liabilities, obligations, fines, penalties, claims, causes of action,
      litigation, demands, defenses, judgments, suits, proceedings, liens,
      encumbrances, costs, disbursements or expenses of any kind or of any nature
      whatsoever (including, without limitation, reasonable attorneys and experts
      fees
      and disbursements), known or unknown, foreseen or unforeseen, contingent or
      otherwise, which may at any time be imposed upon, incurred by or asserted or
      awarded against Landlord, any Landlord Related Party or the Premises (which
      for
      purposes of this Section 16(a) shall be deemed to include any parking and/or
      storage space) or any portion thereof and arising from or out of any **hazardous
      materials** on, in,
      under or affecting all or any portion of the Premises, introduced by Tenant
      or
      any Tenant Related Party including, without limitation, (i) the costs of removal
      of any and all **hazardous
      materials** from all
      or any portion of the Premises, (ii) additional costs required to take necessary
      precautions to protect against the release of **hazardous
      materials** on, in,
      under or affecting the Premises, into the air, any body of water, any other
      public domain or any surrounding areas, and (iii) any costs incurred to comply
      with all federal, state and local environmental requirements. The foregoing
      indemnity shall not apply to **hazardous
      materials** which
      (i) were not introduced by Tenant or any Tenant Related Party and/or (ii) may
      be
      located in the Premises at or prior to the occupancy of the Premises or any
      other part of the Building by Tenant or any Tenant Related Party or, if sooner,
      the initial commencement (heretofore or hereafter) of any work, construction,
      repairs or alterations therein by Tenant or any Tenant Related
      Party.




20


(b)  Tenant,
      at its sole cost, shall be responsible for compliance with Disability Laws
      with
      respect to (1) the Premises (excluding the Initial Improvements, if any, if
      Landlord engaged the architect that prepared the Plans and Specifications (as
      defined in ***Exhibit
      “D”*** to this
      Lease), (2) the Initial Improvements, if any, if Tenant engaged the
      architect that prepared the Plans and Specifications (as defined in ***Exhibit
      “D”*** to this
      Lease), (3) all Alterations made to the Premises or any other acts of
      Tenant after the Commencement Date, (4) all requirements of Disability Laws
      that relate to the employer-employee relationship or that are necessitated
      by
      the special needs of any employee, agent, visitor or invitee of Tenant and
      that
      are not required to be provided generally, including, without limitation,
      requirements related to auxiliary aids and graphics installed by or on behalf
      of
      Tenant (other than Base Building Signage), and (5) all requirements of
      Disability Laws that relate to private restrooms constructed by or at the
      special request of Tenant. Landlord, at its sole cost, shall be responsible
      for
      compliance with Disability Laws with respect to the Common Areas (including
      restrooms located upon full floors leased by Tenant) and the Service Areas
      and
      the Initial Improvements, if Landlord engaged the architect that prepared the
      Plans and Specifications (as defined in ***Exhibit
      “D”*** to this
      Lease). Neither party shall be in default under this Section 16(b) for its
      failure to comply with Disability Laws so long as the responsible party is
      either contesting in good faith, and by legal means, the enforcement of
      Disability Laws, or is undertaking diligent efforts to comply with Disability
      Laws.




(c)  Tenant
      shall comply with the Rules and Regulations and shall cause all of its agents,
      employees, contractors, invitees and visitors to do so. All changes to such
      Rules and Regulations shall be sent by Landlord to Tenant in writing. Landlord
      shall have no liability to Tenant or any other person for its failure to enforce
      the Rules and Regulations.




21


(d)  Tenant,
      at its sole cost and expense, will regularly monitor the Premises for the
      presence of mold or any conditions that reasonably can be expected to give
      rise
      to mold, such as by way of example but not limitation, water damage, mold
      growth, repeated complaints of respiratory ailments or eye irritation by persons
      occupying the Premises or any notice from a governmental authority of complaints
      of indoor air quality at the Premises. If Tenant discovers the existence of
      any
      mold or conditions referred to above, Tenant will notify Landlord and, if
      requested by Landlord, retain an industrial hygienist or other professional
      mold
      consultant to conduct an inspection and prepare a report for Tenant and
      Landlord. If the inspection report concludes that mold is present in the
      Premises, Tenant, at its sole cost and expense, will hire a contractor that
      specializes in mold remediation to prepare a remediation plan for the Premises.
      If the inspection report concludes that mold is present in the Premises due
      in
      whole or in part to actions, omissions or negligence of Tenant, Tenant will
      be
      responsible for the cost of such inspection and the cost of remediation to
      the
      extent of Tenant’s responsibility for the presence of mold at or within the
      Premises. If the inspection report concludes that mold is present in the
      Premises due in whole or in part to actions, omissions or negligence of Landlord
      or, that the mold was present prior to Tenant’s occupancy, Landlord will be
      responsible for the cost of such inspection and the cost of remediation to
      the
      extent of Landlord’s responsibility for the presence of mold at or within the
      Premises. Any remediation plan will be subject to the approval of Landlord,
      which approval will not be unreasonably withheld or delayed. Upon Landlord’s
      approval of the plan, the contractor will promptly carry out the work
      contemplated in the plan in accordance with applicable laws. To the extent
      required by applicable state or local health or safety requirements, occupants
      and visitors to the Premises will be notified of the conditions and the schedule
      for the remediation. Landlord will have a reasonable opportunity to inspect
      the
      remediated portion of the Premises after completion of the remediation. The
      contractor performing the remediation will provide a written certification
      to
      Landlord and Tenant that the remediation has been completed in accordance with
      applicable laws. Tenant
      covenants and agrees to indemnify, protect and save Landlord and any Landlord
      Related Party harmless against and from any and all damages, losses,
      liabilities, obligations, fines, penalties, claims, causes of action,
      litigation, demands, defenses, judgments, suits, proceedings, liens,
      encumbrances, costs, disbursements or expenses of any kind or of any nature
      whatsoever (including, without limitation, reasonable attorneys and experts
      fees
      and disbursements), known or unknown, foreseen or unforeseen, contingent or
      otherwise, which may at any time be imposed upon, incurred by or asserted or
      awarded against Landlord, any Landlord Related Party or the Premises (which
      for
      purposes of this Section 16(d) shall be deemed to include any parking and/or
      storage space) or any portion thereof and arising from or out of any mold on,
      in, under or affecting all or any portion of the Premises, introduced by Tenant
      or any Tenant Related Party including, without limitation, (i) the costs of
      removal of any and all mold from all or any portion of the Premises, (ii)
      additional costs required to take necessary precautions to protect against
      the
      release of mold on, in, under or affecting the Premises, into the air, any
      body
      of water, any other public domain or any surrounding areas, and (iii) any costs
      incurred to comply with all federal, state and local environmental requirements.
      The foregoing indemnity shall not apply to mold which (i) was not introduced
      by
      Tenant or any Tenant Related Party and/or (ii) may be located in the Premises
      at
      or prior to the occupancy of the Premises or any other part of the Building
      by
      Tenant or any Tenant Related Party or, if sooner, the initial commencement
      (heretofore or hereafter) of any work, construction, repairs or alterations
      therein by Tenant or any Tenant Related Party.




22


17.  Rights
      Reserved to Landlord . Provided
      that the exercise of such rights does not unreasonably interfere with Tenant's
      occupancy of the Premises, Landlord shall have the following
      rights:




(a)  To
      decorate and to make inspections, repairs, alterations, additions, changes,
      or
      improvements, whether structural or otherwise, in and about the Building, or
      any
      part thereof; for such purposes, to enter upon the Premises and, during the
      continuance of any such work, to temporarily close doors, entryways, public
      space, and corridors in the Building; to interrupt or temporarily suspend
      Building services and facilities; and to change the arrangement and location
      of
      entrances or passageways, doors, and doorways, corridors, elevators, stairs,
      restrooms, or other public parts of the Building, all with the Landlord using
      its best efforts to minimize any adverse impact to Tenant's operations on the
      Premises;




(b)  To
      take
      such reasonable measures as Landlord deems advisable for the security of the
      Building and its occupants, including without limitation searching all persons
      entering or leaving the Building; evacuating the Building for cause, suspected
      cause, or for drill purposes; temporarily denying access to the Building; and
      closing the Building after normal business hours and on Saturdays, Sundays,
      and
      holidays, subject, however, to Tenant's right to enter when the Building is
      closed after normal business hours under such reasonable regulations as Landlord
      may prescribe from time to time which may include by way of example, but not
      of
      limitation, that persons entering or leaving the Building, whether or not during
      normal business hours, identify themselves to a security officer by registration
      or otherwise and that such persons establish their right to enter or leave
      the
      Building;




(c)  To
      change
      the name by which the Building is designated;




(d)  To
      make
      revisions to the site plan and in the Building so as to provide additional
      leasing area or otherwise, or to construct additional buildings on the
      Land;




(e)  To
      have
      full rights to all airspace above, below and all sides of the Premises;
      and




(f)  To
      enter
      the Premises to show the Premises to prospective purchasers, lenders, or
      tenants; provided, however, Landlord shall use reasonable efforts to minimize
      any disruption to the conduct’s of Tenant’s business by reason of such entry.
      With respect to this paragraph, except in the case of emergencies Landlord
      shall
      make efforts to provide Tenant with reasonable notice.




18.  Assignment
      and Subletting .
      Except
      as specifically permitted in this Section
      18 ,
      Tenant
      shall not assign, sublease, transfer or encumber this Lease or any interest
      therein (any assignment, sublease, transfer, or encumbrance is referred to
      herein as a “ **Transfer** ”)
      without Landlord's prior written consent, which consent shall not be
      unreasonably withheld, and any such purported Transfer without such consent
      shall be null and void ab  initio .
      Landlord's consent to a Transfer shall not release Tenant from performing its
      obligations under this Lease, but rather Tenant and its transferee shall be
      jointly and severally liable therefor. Landlord's consent to any Transfer shall
      not waive Landlord's rights as to any subsequent Transfers. With respect to
      any
      assignment and any subletting, Tenant shall pay to Landlord, immediately upon
      receipt thereof, one-half of all compensation received by Tenant for such
      Transfer that exceeds the Base Rental allocable to the portion of the Premises
      covered thereby after Tenant recovers from such excess Tenant's reasonable
      and
      actual out-of-pocket expenses incurred in assigning or subletting the space
      for
      brokerage commissions, legal fees, advertising costs, tenant improvements and
      other customary tenant inducements




23


19.  Mechanic's
      Liens .
      Tenant
      will not permit any mechanic's liens, materialmen's liens or other liens to
      be
      placed upon the Premises or Landlord’s Premises for any work performed by or at
      the request of Tenant, or any assignee, subtenant or licensee of Tenant, and
      nothing in this Lease shall be deemed or construed in any way as constituting
      the consent or request of Landlord, express or implied, by inference or
      otherwise, to any person for the performance of any labor or the furnishing
      of
      any materials to the Premises, or any part thereof, nor as giving Tenant any
      right, power, or authority to contract for or permit the rendering of any
      services or the furnishing of any materials that would give rise to any
      mechanic's or other liens against the Premises or Landlord’s Premises. In the
      event any such lien is attached to the Premises or Landlord’s Premises and not
      discharged by payment, bonding or otherwise within fifteen (15) days after
      receipt of written notice from Landlord, then, in addition to any other right
      or
      remedy of Landlord, Landlord may, but shall not be obligated to, discharge
      the
      same. Any amount paid by Landlord for the aforesaid purpose shall be paid by
      Tenant to Landlord on demand as additional Rent and shall bear interest at
      the
      Default Rate from the date paid by Landlord until reimbursed by
      Tenant.




20.  Property
      Insurance . Landlord
      shall maintain fire and extended coverage insurance on the Building and the
      Premises in such amounts as Landlord's mortgagees shall require but in no event
      shall such amounts be less than eighty percent (80%) of the full insurance
      replacement value of the Building, building systems, fixtures and equipment
      owned by Landlord. Such insurance shall be maintained at the expense of Landlord
      (as a part of the Insurance Costs), and payments for losses thereunder shall
      be
      made solely to Landlord or the mortgagees of Landlord as their interests shall
      appear. Tenant shall maintain at its expense, in an amount equal to full
      replacement cost, fire and extended coverage insurance on all of its personal
      property, including removable trade fixtures, located in the Premises and in
      such additional amounts as are required to meet Tenant's obligations pursuant
      to Section 24 hereof.
      Tenant shall, at Landlord's request from time to time, provide Landlord with
      current certificates of insurance evidencing Tenant's compliance with this Section 20 and Section 21 .
      Tenant
      shall obtain the agreement of Tenant's insurers to notify Landlord that a policy
      is due to expire at least thirty (30) days prior to such
      expiration.




21.  Liability
      Insurance .




(a)  Tenant
      shall keep in force throughout the Term: (i) a Commercial
      General Liability insurance policy or policies to protect the Landlord Entities against liability
      to the public or to any invitee of Tenant or any Tenant Related Party incidental
      to the use of or resulting from any accident occurring in or upon the Premises
      with a limit of not less than $3,000,000.00 combined single limit, or such
      larger amount as Landlord may require from time to time that in Landlord's
      reasonable judgment is then being customarily required by landlords of buildings
      comparable to the Building, covering bodily injury and property damage liability
      and $1,000,000 products/completed operations aggregate, and covering contractual
      liability; (ii) Business
      Auto Liability covering
      owned, non-owned and hired vehicles with a limit of not less than $1,000,000
      per
      accident; (iii) insurance protecting against liability under Worker’s
      Compensation Laws with
      limits at lease as required by statue; (iv) Employers
      Liability with
      limits of $1,000,000 each accident, $1,000,000 disease policy limit, $1,000,000
      disease-each employee; (v) All
      Risk or Special Form coverage
      protecting Tenant against loss of or damage to Tenant’s alterations, additions,
      improvements, carpeting, floor coverings, paintings, decorations, fixtures,
      inventory and other business personal property located in or about the Premises
      to the full replacement value of the property so insured; and
      (vi) Business
      Interruption Insurance with
      limit of liability representing loss of at lease approximately six months of
      income.




24


(b)  Each
      of
      the aforesaid policies shall (i) be provided at Tenant’s expense;
      (ii) name the Landlord, its mortgagee, if any, and the building management
      company, if any, as additional insureds; (iii) be issued by an insurance
      company authorized to issue insurance in the State and rated in Best's Insurance
      Guide or any successor thereto as having a “Best’s Rating” of at least “A” and a
“Financial Size Category” of at least “VII” during the Term; and
      (iv) provide that said insurance shall not be cancelled unless thirty (30)
      days prior written notice (ten days for nonpayment of premium) shall have been
      given to Landlord; and said policy or policies or certificates thereof shall
      be
      delivered to Landlord by Tenant upon the Commencement Date and at lease thirty
      (30) days prior to each renewal of said insurance.




(c)  Whenever
      Tenant shall undertake any Alterations in, to or about the Premises the
      aforesaid insurance protection must extend to and include injuries to persons
      and damage to property arising in connection with such Alterations, without
      limitation including liability under any applicable structural work, act, and
      such other insurance as Landlord shall require; and the policies of or
      certificates evidencing such insurance must be delivered to Landlord prior
      to
      the commencement of any such Alterations.




(d)  Landlord
      may maintain a policy of comprehensive general liability insurance with respect
      to the Land and the Building and the costs of such insurance shall be included
      in the Insurance Costs.




22.  **INDEMNITY** **.**




(a)  **TENANT
      SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD AND LANDLORD RELATED PARTY
      FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, DAMAGES, CLAIMS, SUITS,
      LOSSES, CAUSES OF ACTION, LIENS, JUDGMENTS AND EXPENSES (INCLUDING COURT COSTS,
      REASONABLE ATTORNEY'S FEES AND COSTS OF INVESTIGATION) OF ANY KIND, NATURE
      OR
      DESCRIPTION RESULTING FROM ANY INJURIES TO OR DEATH OF ANY PERSON OR ANY DAMAGE
      TO PROPERTY WHICH ARISES, OR IS CLAIMED TO ARISE FROM: (1) AN INCIDENT OR
      EVENT WHICH OCCURRED WITHIN OR ON THE LANDLORD’S PREMISES; (2) AN INCIDENT OR
      EVENT OCCURRING ELSEWHERE WITHIN THE PROJECT INVOLVING TENANT, ITS OFFICERS,
      EMPLOYEES, CONTRACTORS, AGENTS AND INVITEES, IN EACH CASE OF ITEMS (1) AND
      (2)
      ABOVE EXCEPT TO THE EXTENT ARISING FROM THE GROSSLY NEGLIGENT ACTS OR OMISSIONS
      OR WILLFUL MISCONDUCT OF LANDLORD, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR
      AGENTS, AND (3) THE OPERATION OR CONDUCT OF TENANT'S BUSINESS WITHIN THE
      LANDLORD’S PREMISES (COLLECTIVELY, THE “** ***CLAIMS*** **”).
      IF ANY SUCH CLAIM IS MADE AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY, TENANT
      SHALL, AT TENANT'S SOLE COST AND EXPENSE, DEFEND SUCH CLAIM BY OR THROUGH
      ATTORNEYS REASONABLY ACCEPTABLE TO LANDLORD.**




25


(b)  **LANDLORD
      SHALL INDEMNIFY, DEFEND (UNLESS SECTION 22(a) APPLIES) AND HOLD HARMLESS TENANT
      AND TENANT RELATED PARTY FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
      DAMAGES, CLAIMS, SUITS, LOSSES, CAUSES OF ACTION, LIENS, JUDGMENTS AND EXPENSES
      (INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION) OF ANY
      KIND,
      NATURE OR DESCRIPTION RESULTING FROM ANY INJURIES TO OR DEATH OF ANY PERSON
      OR
      ANY DAMAGE TO PROPERTY TO THE EXTENT THE SAME ARISES, OR IS CLAIMED TO ARISE
      FROM THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF LANDLORD,
      ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS.**




23.  **WAIVER
      OF SUBROGATION RIGHTS** **.** **NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE CONTRARY, TO THE EXTENT THAT
      AND
      SO LONG AS THE SAME IS PERMITTED UNDER THE LAWS AND REGULATIONS GOVERNING THE
      WRITING OF INSURANCE WITHIN THE STATE, ALL INSURANCE CARRIED BY EITHER LANDLORD
      OR TENANT SHALL PROVIDE FOR A WAIVER OF RIGHTS OF SUBROGATION AGAINST LANDLORD
      AND TENANT ON THE PART OF THE INSURANCE CARRIER. UNLESS THE WAIVERS CONTEMPLATED
      BY THIS SENTENCE ARE NOT OBTAINABLE FOR THE REASONS DESCRIBED IN THIS
      SECTION 23, LANDLORD AND TENANT EACH HEREBY WAIVE ANY AND ALL RIGHTS OF
      RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION AGAINST THE OTHER, ITS AGENTS,
      OFFICERS, OR EMPLOYEES, FOR ANY LOSS OR DAMAGE TO PROPERTY OR ANY INJURIES
      TO OR
      DEATH OF ANY PERSON WHICH IS COVERED OR WOULD HAVE BEEN COVERED UNDER THE
      INSURANCE POLICIES REQUIRED UNDER THIS LEASE. THE FOREGOING RELEASE SHALL NOT
      APPLY TO LOSSES OR DAMAGES IN EXCESS OF ACTUAL OR REQUIRED POLICY LIMITS
      (WHICHEVER IS GREATER) NOR TO ANY DEDUCTIBLE APPLICABLE UNDER ANY POLICY
      OBTAINED BY THE WAIVING PARTY. THE FAILURE OF EITHER PARTY (THE
“** ***DEFAULTING
      PARTY*** **”)
      TO TAKE OUT OR MAINTAIN ANY INSURANCE POLICY REQUIRED UNDER THIS LEASE SHALL
      BE
      A DEFENSE TO ANY CLAIM ASSERTED BY THE DEFAULTING PARTY AGAINST THE OTHER PARTY
      HERETO BY REASON OF ANY LOSS SUSTAINED BY THE DEFAULTING PARTY THAT WOULD HAVE
      BEEN COVERED BY ANY SUCH REQUIRED POLICY. THE WAIVERS SET FORTH IN THE
      IMMEDIATELY PRECEDING SENTENCE SHALL BE IN ADDITION TO, AND NOT IN SUBSTITUTION
      FOR, ANY OTHER WAIVERS, INDEMNITIES, OR EXCLUSIONS OF LIABILITIES SET FORTH
      IN
      THIS LEASE.**




26


24.  Casualty
      Damage .
      If the
      Premises or any part thereof shall be damaged by fire or other casualty, Tenant
      shall give prompt written notice thereof to Landlord. In case the Building
      shall
      be so damaged by fire or other casualty that substantial alteration or
      reconstruction of the Building shall, in the judgment of an independent
      architect selected by Landlord, be required (whether or not the Premises shall
      have been damaged by such fire or other casualty), or in the event any mortgagee
      under a first mortgage or first deed of trust covering the Building should
      require that the insurance proceeds payable as a result of said fire or other
      casualty be used to retire the mortgage debt, or in the event of the occurrence
      of a casualty which is not insured under the “all risk” extended coverage
      insurance required to be carried by Landlord pursuant to the terms of Section 20 ,
      Landlord may, at its option, terminate this Lease by notifying Tenant in writing
      of such termination within fifteen (15) days after the date of Landlord's
      receipt of the estimated cost of reconstruction or determination by a mortgagee
      to take the proceeds, in which event the Rent hereunder shall be abated as
      of
      the date of such damage. If Landlord does not elect to terminate this Lease,
      Landlord shall, as soon as practicable, but no more than ninety (90) days after
      the date of such damage, commence to repair and restore the Building and shall
      proceed with reasonable diligence to restore the Building to substantially
      the
      same condition which it was in immediately prior to the occurrence of the fire
      or other casualty, except that Landlord shall not be required to rebuild,
      repair, or replace any part of Tenant's furniture, fixtures and equipment
      removable by Tenant under the provisions of this Lease or any Alterations to
      the
      Premises made by Tenant following the Commencement Date which were not approved
      by Landlord in writing, and Landlord shall not in any event be required to
      spend
      for such work an amount in excess of the insurance proceeds actually received
      by
      Landlord as a result of the fire or other casualty, plus any deductible amounts
      thereunder. If Landlord determines that insurance proceeds will be insufficient
      to restore the Building as required by this Section 24 ,
      Landlord may, at its option, elect to either (1) terminate this Lease by
      written notice to Tenant, or (2) provide the extra funds necessary to
      complete the restoration. In the event Landlord did not originally construct
      any
      Alterations to be repaired, the time for Landlord to commence and complete
      such
      repairs shall be extended by the amount of time necessary for Landlord to obtain
      detailed working drawings of the Alterations to be repaired. In the event
      Landlord does not either commence the repairs to the Building within the time
      required herein, or complete the repairs to the Building within two hundred
      seventy (270) days after the date of such damage, Tenant may terminate the
      Lease
      by written notice thereof to Landlord given no later than thirty (30) days
      following the date on which Landlord was to commence or complete such repairs,
      as the case may be. Landlord shall not be liable for any inconvenience or
      annoyance to Tenant or injury to the business of Tenant resulting in any way
      from such damage or the repair thereof, except that, subject to the provisions
      of the next sentence, Landlord shall allow Tenant an equitable abatement of
      Rent
      during the time and to the extent the Premises are inaccessible or unfit for
      occupancy and vacated by Tenant. If the Premises or any other portion of
      Landlord’s Premises is damaged by fire or other casualty resulting from the
      intentional acts of Tenant or any employee, officer, contractor, agent,
      subtenant, or licensee of Tenant, the Rent hereunder shall not be abated during
      the repair of such damage, and Tenant shall remain liable for the payment
      thereof.




25.  Condemnation .
      If
      (i) the whole or substantially the whole of Landlord’s Premises, or
      (ii) the whole or such portion of the Premises as shall render the
      remainder reasonably unfit for Tenant's use, shall be taken for any public
      or
      quasi-public use, by right of eminent domain or otherwise, or sold in lieu
      of
      condemnation, then this Lease shall terminate as of the date when physical
      possession of the Building or the Premises are taken by the condemning
      authority. If this Lease is not so terminated upon any such taking or sale,
      the
      Base Rental payable hereunder shall be diminished by an amount representing
      that
      portion of Base Rental applicable to the portion of the Premises subject to
      such
      taking or sale, and Landlord shall to the extent Landlord deems feasible,
      restore the Building and the Premises to substantially their former condition,
      except that Landlord shall not be required to rebuild, repair, or replace any
      Alterations to the Premises made by Tenant following the Commencement Date
      which
      were not approved by Landlord in writing, nor shall Landlord in any event be
      required to spend for such work an amount in excess of the amount received
      by
      Landlord as compensation for such taking. All amounts awarded upon a taking
      of
      any part or all of the Property, Building or the Premises shall belong to
      Landlord, and Tenant shall not be entitled to and expressly waives all claims
      to
      any such compensation, except that Tenant may make a separate claim upon the
      condemning authority for expenses related to relocation and the unamortized
      cost
      of leasehold improvements paid for by Tenant.




27


26.  **DAMAGES
      FROM CERTAIN CAUSES** . **NOTWITHSTANDING
      ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, AND SUBJECT TO THE TERMS
      OF
      SECTION 23, NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE LIABLE
      FOR DAMAGES TO TENANT OR ANY PARTY CLAIMING THROUGH TENANT FOR ANY INJURY TO
      OR
      DEATH OF ANY PERSON OR DAMAGE TO PROPERTY OR FOR INTERRUPTION OR DAMAGE TO
      BUSINESS RESULTING FROM ANY OF THE FOLLOWING REASONS: (a) ANY ACT, OMISSION
      OR NEGLIGENCE OF TENANT OR TENANT'S EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS,
      SUBTENANTS, ASSIGNEES, LICENSEES, INVITEES OR CUSTOMERS; (b) ANY ACT,
      OMISSION OR NEGLIGENCE OF ANY OTHER TENANT WITHIN THE BUILDING, OR ANY OF THEIR
      RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, TENANTS, ASSIGNEES, LICENSEES,
      INVITEES OR CUSTOMERS; (c) THE REPAIR, ALTERATION, MAINTENANCE, DAMAGE OR
      DESTRUCTION OF THE PREMISES OR ANY OTHER PORTION OF THE BUILDING (INCLUDING
      THE
      CONSTRUCTION OF LEASEHOLD IMPROVEMENTS FOR OTHER TENANTS OF THE BUILDING),
      EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD
      OR ANY LANDLORD RELATED PARTY; (d) VANDALISM, THEFT, BURGLARY AND OTHER
      CRIMINAL ACTS (OTHER THAN THOSE COMMITTED BY LANDLORD'S EMPLOYEES); (e) ANY
      DEFECT IN OR FAILURE OF EQUIPMENT, PIPES, WIRING, HEATING OR AIR CONDITIONING
      EQUIPMENT, STAIRS, ELEVATORS, OR SIDEWALKS, THE BURSTING OF ANY PIPES OR THE
      LEAKING, ESCAPING OR FLOWING OF GAS, WATER, STEAM, ELECTRICITY, OR OIL, BROKEN
      GLASS, OR THE BACKING UP OF ANY DRAINS, EXCEPT TO THE EXTENT CAUSED BY THE
      NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ANY LANDLORD RELATED PARTY;
      (f) INJURY DONE OR OCCASIONED BY WIND, SNOW, RAIN OR ICE, FIRE, ACT OF
      GOD, PUBLIC ENEMY, INJUNCTION, RIOT, STRIKE, INSURRECTION, WAR, COURT ORDER,
      REQUISITION, ORDER OF ANY GOVERNMENTAL BODY OR AUTHORITY, OR (g) ANY OTHER
      CAUSE BEYOND THE REASONABLE CONTROL OF LANDLORD. UNDER NO CIRCUMSTANCES SHALL
      LANDLORD BE LIABLE FOR DAMAGES RELATED TO BUSINESS INTERRUPTION OR LOSS OF
      PROFITS. THE PROVISIONS OF THIS SECTION 26 SHALL NOT LIMIT THE OBLIGATIONS
      OF LANDLORD OR THE RIGHTS OF TENANT UNDER THIS LEASE NOT INVOLVING A CLAIM
      FOR
      DAMAGES.**




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27.  Default
      by Tenant.




(a)  The
      following events shall be deemed to be events of default by Tenant under this
      Lease (hereinafter called an “ **Event
      of Default** ”):




(1)  Tenant
      shall fail to timely pay any Rent and such failure shall continue for a period
      of five (5) days after written notice of such default shall have been delivered
      to Tenant; provided, however, once Landlord has given Tenant two (2) such
      notices during any twelve (12) month period (whether as to one or more than
      one
      failure to pay), Landlord shall not be required to give further notice and
      thereafter the failure or refusal by Tenant to timely make any payment of Rent
      when due hereunder within the following twelve (12) months shall be an Event
      of
      Default without notice or grace period;




(2)  Tenant
      shall fail to comply with any terms, provisions or covenants of this Lease
      or
      any other agreement between Landlord and Tenant not requiring the payment of
      Rent, all of which terms, provisions and covenants shall be deemed material,
      and
      such failure shall continue for a period of thirty (30) days after written
      notice of such failure is delivered to Tenant or, if such failure cannot
      reasonably be cured within such thirty (30) day period, Tenant shall fail to
      commence to cure such failure within such thirty (30) day period and/or shall
      thereafter fail to prosecute such cure diligently and continuously to completion
      within sixty (60) days of the date of Landlord's notice of default;




(3)  Tenant
      takes any action to, or notifies Landlord that Tenant intends to, file a
      petition under any section or chapter of the United States Bankruptcy Code,
      as
      amended from time to time, or under any similar law or statute of the United
      States or any state thereof; or a petition shall be filed against Tenant under
      any such statute and shall not be dismissed within sixty (60) days
      thereafter;




(4)  a
      receiver or trustee shall be appointed for Tenant's leasehold interest in the
      Premises or for all or a substantial part of the assets of Tenant;
      or




(5)  Tenant
      abandons all or any substantial portion of the Premises, or refuses to take
      occupancy thereof.




(b)  Upon
      the
      occurrence of any Event of Default, Landlord may, at its option and without
      further notice to Tenant and without judicial process, in addition to all other
      remedies given hereunder or by law or equity, do any one or more of the
      following: (1) terminate this Lease, in which event Tenant shall
      immediately surrender possession of the Premises to Landlord; (2) enter
      upon and take possession of the Premises and expel or remove Tenant therefrom,
      with or without having terminated this Lease; (3) apply all or any portion
      of the Security Deposit to cure such Event of Default; (4) change or re-key
      all locks to entrances to the Premises, and Landlord shall have no obligation
      to
      give Tenant a new key to the Premises until such Event of Default is cured;
      and
      (5) remove from the Premises any furniture, fixtures, equipment or other
      personal property of Tenant, without liability for trespass or conversion,
      and
      store such items either in Landlord’s Premises or elsewhere at the sole cost of
      Tenant and without liability to Tenant. Any of such furniture, fixtures,
      equipment or personal property not claimed within thirty (30) days from the
      date
      of removal shall be deemed abandoned.




29


(c)  Exercise
      by Landlord of any one or more remedies hereunder shall not constitute
      forfeiture or an acceptance of surrender of the Premises by Tenant, it being
      understood that such surrender can be effected only by the written agreement
      of
      Landlord and Tenant.




(d)  If
      Landlord terminates this Lease by reason of an Event of Default, Tenant shall
      pay to Landlord the sum of (1) the cost of recovering the Premises,
      (2) the unpaid Rent and all other indebtedness accrued hereunder to the
      date of such termination, (3) the amounts stated in Section 27(f) ,
      and
      (4) the total Rent which Landlord would have received under this Lease for
      the remainder of the Lease Term minus the Fair Market Rental Value (hereinafter
      defined) of the Premises for the same period, both discounted to present value
      at the Prime Rate (hereinafter defined) in effect upon the date of
      determination, and (5) any other damages or relief which Landlord may be
      entitled to at law or in equity. For the purposes of this section, “ Fair
      Market Rental Value ”
shall
      be the rental rate that would be received from a comparable tenant for a
      comparable lease for premises and other properties of equivalent quality, size,
      condition and location as the Premises, taking into account any free rent or
      other concessions, that are generally prevailing in the market place at the
      time
      of Tenant's default, market conditions and the period of time the Premises
      may
      reasonably be expected to remain vacant before Landlord is able to re-let the
      Premises to a suitable new tenant.




(e)  If
      Landlord repossesses the Premises without terminating this Lease, then Tenant
      shall pay to Landlord (1) the cost of recovering the Premises, (2) the
      unpaid Rent and other indebtedness accrued to the date of such repossession,
      (3) the amounts stated in Section 27(f)(2) ,
      and
      (4) the total Rent which Landlord would have received under this Lease for
      the remainder of the Lease Term minus any net sums thereafter received by
      Landlord through re-letting the Premises during said period after deducting
      expenses incurred by Landlord in connection with such re-letting for advertising
      costs, brokerage commissions, architectural fees, tenant improvement costs
      and
      allowances and any other allowances or concessions provided by Landlord
      (amortized pro rata over the term of such new lease). Re-entry by Landlord
      will
      not affect the obligations of Tenant for the unexpired term of this Lease.
      Tenant shall not be entitled to any excess of rent obtained by re-letting over
      the Rent required to be paid by Tenant hereunder. Actions to collect amounts
      due
      by Tenant may be brought one or more times, without the necessity of Landlord's
      waiting until the expiration of the Lease Term. In addition, Landlord may,
      at
      any time following repossession of the Premises without termination of the
      Lease, elect to terminate the Lease and pursue the remedies available to
      Landlord pursuant to Section 27(d) above in
      lieu of the remedies available to Landlord pursuant to this Section 27(e) .




(f)  In
      the
      case of an Event of Default, Tenant shall also pay to Landlord: (1) if
      Landlord has terminated this Lease pursuant to Section 27(d) ,
      the
      unamortized portion (assuming level amortization at twelve percent (12%)
      interest over the Lease Term) upon the date of termination of all leasing
      commissions, tenant improvement costs and allowances, architectural costs and
      allowances, any other allowances provided by Landlord and all other
      out-of-pocket costs of Landlord related to this Lease; and (2) all other
      expenses reasonably incurred by Landlord in enforcing Landlord's remedies,
      including reasonable attorneys' fees and court costs.




30


(g)  Upon
      termination of this Lease or repossession of the Premises due to the occurrence
      of an Event of Default, Landlord shall use commercially reasonably efforts
      to
      re-let the Premises upon such terms and conditions as Landlord, in Landlord's
      sole discretion, deems prudent. However, Landlord shall not be required to
      show
      preference in leasing the Premises over any other space in the Building or
      any
      other office buildings owned by Landlord or any affiliate of Landlord in the
      Market Area.




(h)  If
      Tenant
      should fail to make any payment, perform any obligation, or cure any default
      hereunder within ten (10) days after receipt of written notice thereof,
      Landlord, without obligation to do so and without thereby waiving such failure
      or default, may make such payment, perform such obligation, and/or remedy such
      other default for the account of Tenant (and enter the Premises for such
      purpose), and Tenant shall, within ten (10) days following written demand,
      pay
      all reasonable costs, expenses and disbursements (including all reasonable
      attorneys' fees) incurred by Landlord in taking such remedial action, plus,
      at
      the option of Landlord, interest thereon at the Default Rate.




(i)  Nothing
      in this Lease will be construed as imposing any duty upon Landlord to re-let
      the
      Premises.




(j)  Any
      grant
      herein by Landlord of an abatement of Base Rental or Basic Operating Costs
      is
      conditioned upon the non-occurrence of an Event of Default. Upon the occurrence
      of an Event of Default resulting in Landlord’s termination of the Lease, any and
      all amounts of previously abated Base Rental and Basic Operating Costs shall
      become immediately due and payable by Tenant to Landlord as Rent and any
      provision in this Lease that contemplates the future abatement of Base Rental
      or
      Basic Operating Costs shall be immediately terminated and of no further force
      or
      effect.




(k)  The
      specific remedies to which Landlord may resort under the terms of this Lease
      are
      cumulative and are not intended to be exclusive of any other remedies or means
      of redress to which it may be lawfully entitled in case of any breach or
      threatened breach by Tenant of any provisions of this Lease. Without limiting
      the foregoing, in addition to the other remedies provided in this Lease,
      Landlord shall be entitled to the restraint by injunction of the violation
      or
      attempted or threatened violation of any of the covenants, conditions or
      provisions of this Lease or to a decree compelling specific performance of
      any
      such covenants, conditions or provisions.




28.  Default
      by Landlord . Landlord
      shall be in default under this Lease if Landlord fails to perform any of its
      obligations hereunder and such failure continues for a period of thirty (30)
      days after Tenant delivers written notice of such failure to Landlord and to
      the
      holder(s) of any indebtedness or other obligations secured by any mortgage
      or
      deed of trust affecting the Premises (so long as the name and address of any
      such holder(s) have been provided to Tenant in writing), provided that if such
      failure cannot reasonably be cured within such thirty (30) day period, Landlord
      shall not be in default hereunder as long as Landlord or such holder(s)
      commences the remedying of such failure within such thirty (30) day period
      and
      diligently prosecutes the same to completion, during which time Landlord and
      such holder(s), or either of them, or their agents or employees, shall be
      entitled to enter upon the Premises and do whatever may be necessary to remedy
      such failure. In no event shall Landlord be liable to Tenant for consequential,
      special or punitive damages by reason of a failure to perform (or a default)
      by
      Landlord under this Lease.




31


29.  Quiet
      Enjoyment . Tenant,
      on paying all sums herein called for and performing and observing all of its
      covenants and agreements hereunder, shall and may peaceably and quietly occupy
      and use the Premises during the Lease Term, subject to the provisions of this
      Lease, all matters of record affecting Landlord’s Premises and applicable
      governmental laws, rules, and regulations; and Landlord agrees to warrant and
      forever defend Tenant's right to such occupancy against the claims of any and
      all persons whomsoever lawfully claiming the same or any part thereof by,
      through or under Landlord, subject only to the provisions of this Lease, all
      matters of record affecting Landlord’s Premises and all applicable governmental
      laws, rules, and regulations.




30.  Holding
      Over . Should
      Tenant continue to occupy the Premises after the expiration of the Lease Term
      without the prior written consent of Landlord, such occupancy shall be a tenancy
      at sufferance under all of the terms, covenants and conditions of this Lease,
      but at a daily Base Rental equal to the sum determined by dividing one hundred
      and fifty percent (150%) of the Base Rental, plus any sums due pursuant to Section 6 ,
      for the
      final month of the Lease Term by thirty (30). Tenant shall also pay any and
      all
      costs, expenses or damages sustained by Landlord as a result of such holdover.
      If Tenant consists of more than one person or entity, and if any of the persons
      or entities comprising Tenant continue to occupy the Premises after the
      expiration of the Lease Term, all other persons or entities comprising Tenant
      shall be deemed to have consented to such occupancy and shall continue to be
      jointly and severally liable for all of the terms, covenants and conditions
      contained in this Lease during the holdover term.




31.  Change
      of Building Name or Common Areas.




(a)  Landlord
      reserves the right at any time to change the name of the Building upon thirty
      (30) days advance written notice.




(b)  Landlord
      hereby reserves the right to repair, change, redecorate, alter, improve, or
      renovate any part of the Common Areas (including, but not limited to, those
      located on any full floor leased by Tenant), without being held guilty of an
      actual or constructive eviction of Tenant or breach of any express or implied
      warranty and without any abatement or reduction of Rent. In exercising such
      right, Landlord will use reasonable efforts to minimize any interruption of
      Tenant's business conducted in the Premises.




32.  Subordination
      to Mortgage; Estoppel Agreement.




(a)  This
      Lease shall be subordinate to any mortgage, deed of trust or other lien now
      existing or hereafter placed upon the Premises or upon Landlord’s Premises, and
      to any renewals, modifications, consolidations, refinancing, and extensions
      thereof, but Tenant agrees that any such mortgagee or deed of trust beneficiary
      shall have the right at any time to subordinate such mortgage, deed of trust
      or
      other lien to this Lease on such terms and subject to such conditions as such
      mortgagee or deed of trust beneficiary may deem appropriate, in its discretion.
      In the event any proceedings are brought for the foreclosure of, or in the
      event
      of the exercise of the power of sale under, any such mortgage, deed of trust
      or
      other lien, Tenant agrees, without further action hereunder, to attorn to the
      purchaser upon such foreclosure (or any deed in lieu of foreclosure) and
      recognize such purchaser as the Landlord under this Lease. Landlord is hereby
      irrevocably vested with full power and authority to subordinate this Lease
      to
      any mortgage, deed of trust or other lien now existing or hereafter placed
      upon
      the Premises or Landlord’s Premises and Tenant agrees upon demand to execute
      such further instruments subordinating this Lease or attorning to the holder
      of
      any such liens as Landlord may reasonably request.




32


(b)  Upon
      Tenant's written request, Landlord agrees to use reasonable efforts to obtain
      from Landlord's lender, a subordination, non-disturbance and attornment
      agreement on such lender's form and otherwise reasonably satisfactory to
      Landlord, Tenant and such lender. By making such written request, Tenant
      obligates itself to pay all fees, costs and expenses incurred by Landlord in
      connection therewith, including, but not limited to, reasonable attorney's
      fees;
      provided, however, such obligation of Tenant will not exceed Two Thousand Five
      Hundred and No/100 Dollars ($1,500.00) per request.




(c)  Tenant
      agrees that it will, from time to time, within ten (10) days after written
      request by Landlord, execute and deliver to such persons as Landlord shall
      designate, an estoppel agreement in recordable form certifying that this Lease
      is unmodified and in full force and effect (or if there have been modifications,
      that this Lease is in full force and effect as so modified), stating the dates
      to which Rent and other charges payable under this Lease have been paid, stating
      that the Landlord is not in default hereunder (or if Tenant alleges a default,
      stating the nature of such alleged default) and further stating such other
      matters as Landlord shall reasonably require.




33.  Landlord's
      Lien; Security Interest .
      Intentionlly Omitted.




34.  Attorney's
      Fees




(a)  Tenant
      must pay to Landlord on demand all reasonable attorney's fees, costs and
      expenses incurred by Landlord in recovery of any Rent or enforcement of
      Landlord's rights under this Lease. Furthermore, if Landlord or Tenant employs
      an attorney to assert or defend any action arising out of the breach of any
      term, covenant or provision of this Lease, or to bring legal action for the
      unlawful detainer of the Premises, the prevailing party shall be entitled to
      recover from the non-prevailing party reasonable attorney's fees and costs
      of
      suit incurred in connection therewith. For purposes of this Section 34 ,
      a party
      shall be considered to be the “prevailing party” to the extent that
      (i) such party initiated the litigation and substantially obtained the
      relief which it sought (whether by judgment, voluntary agreement or action
      of
      the other party, trial, or alternative dispute resolution process),
      (ii) such party did not initiate the litigation and either
      (1) received a judgment in its favor, or (2) did not receive judgment
      in its favor, but the party receiving the judgment did not substantially obtain
      the relief which it sought, or (iii) the other party to the litigation
      withdrew its claim or action without having substantially received the relief
      which it was seeking.




33


(b)  With
      respect to any matter as to which Tenant requests Landlord’s consent or approval
      hereunder, or if Tenant requests any waiver, modification, or amendment of
      any
      provisions hereof, Tenant shall, whether or not any such consent, approval,
      waiver, modification or amendment, is agreed to, pay to Landlord as Rent
      hereunder all of Landlord’s out of pocket costs (including without limitation
      attorneys fees and engineers fees) incurred by Landlord in connection with
      the
      review of such matter and preparation and negotiation of documentation in
      connection therewith.




35.  No
      Implied Waiver .
      The
      failure of either party to insist at any time upon the strict performance of
      any
      covenant or agreement in this Lease or to exercise any right, power or remedy
      contained in this Lease shall not be construed as a waiver or a relinquishment
      thereof for the future. The acceptance by Landlord of late payments shall not
      be
      construed as a waiver by Landlord of the requirement for timely payment nor
      create a course of dealing permitting such late payments. Any payment by Tenant
      or receipt by Landlord of a lesser amount than the monthly installment of Rent
      due under this Lease shall be deemed to be on account of the earliest Rent
      due
      hereunder. No endorsement or statement on any check or any letter accompanying
      any check or payment as Rent shall be deemed an accord and satisfaction, and
      Landlord may accept such check or payment without prejudice to Landlord's right
      to recover the balance of such Rent or pursue any other remedy provided in
      this
      Lease.




36.  Independent
      Obligations .
      The
      obligation of Tenant to pay Rent hereunder and the obligation of Tenant to
      perform Tenant's other covenants and duties hereunder constitute independent,
      unconditional obligations to be performed at all times provided for hereunder
      and are independent of the Landlord's performance of Landlord's duties and
      obligations hereunder. Except as expressly provided in this Lease, Tenant waives
      and relinquishes all rights which Tenant might have to claim any nature of
      lien
      against or withhold, abate or deduct from, or offset against Rent.




37.  Recourse
      Limitation . Tenant
      shall be entitled to look solely to Landlord's equity in Landlord’s Premises for
      the recovery of any judgment against Landlord, and Landlord shall not be
      personally liable for any deficiency with respect to the recovery of such
      judgment. The provision contained in the foregoing sentence shall not limit
      any
      right that Tenant might otherwise have to obtain specific performance of
      Landlord's obligations under this Lease.




38.  Notices . Any
      notice under this Lease must be in writing, and shall be given or be served
      by
      (a) personal delivery, (b) delivery via a recognized overnight
      courier, (c) depositing the same in the United States mail, postage
      prepaid, certified mail, return receipt requested, addressed to the party to
      be
      notified at the address stated in this Lease or such other address in the
      continental United States of which notice has been given to the other party
      in
      the manner provided herein, or (d) via facsimile with either electronic or
      telephonic verification of receipt, so long as the original of the facsimile
      notice is simultaneously deposited for delivery using one of methods (a), (b)
      or
      (c) above. Notice by personal delivery or overnight courier shall be effective
      upon receipt, notice by mail shall be effective upon deposit in the United
      States mail in the manner above described and notice by facsimile shall be
      effective upon electronic or telephonic verification of receipt.




34


39.  Severability . If any
      term or provision of this Lease, or the application thereof to any person or
      circumstance shall, to any extent, be invalid or unenforceable, the remainder
      of
      this Lease, or the application of such term or provision to persons or
      circumstances other than those as to which it is held invalid or unenforceable,
      shall not be affected thereby, and each term and provision of this Lease shall
      be valid and enforced to the fullest extent permitted by law.




40.  Recordation . Tenant
      agrees not to record this Lease or any memorandum hereof. If required by
      Landlord’s mortgagee, Tenant agrees to execute a short form or memorandum of
      this Lease for recordation.




41.  Governing
      Law . This
      Lease and the rights and obligations of the parties hereto shall be interpreted,
      construed, and enforced in accordance with the laws of the State. This Lease
      is
      performable in, and the exclusive venue for any action brought with respect
      hereto, shall be in Hennepin County, Minnesota




42.  Force
      Majeure . Whenever
      a period of time is herein prescribed for the taking of any action by Landlord,
      Landlord shall not be liable or responsible for, and there shall be excluded
      from the computation of such period of time, any delays due to strikes, riots,
      acts of God, shortages of labor or materials, war, governmental laws,
      regulations or restrictions, or any other cause whatsoever beyond the control
      of
      Landlord.




43.  Time
      of Performance . Except
      as otherwise expressly provided herein, time is of the essence under this Lease,
      including all Exhibits.




44.  Transfers
      by Landlord . Landlord
      shall have the right to transfer and assign, in whole or in part, all of its
      rights and obligations hereunder and in Landlord’s Premises, and in such event
      and upon the assumption by the transferee of the obligations of Landlord
      hereunder, Landlord shall be released from any further obligations accruing
      after the date of transfer, and Tenant agrees to look solely to such
      successor-in-interest of Landlord for the performance of such
      obligations.




45.  Commissions.




(a)  Landlord
      shall be responsible for payment of commissions due the Broker(s) named in
      Section 1(d).




(b)  Except
      as
      provided in Section
      45(a) ,
      (i)
      neither Landlord nor Tenant will be responsible for any commissions payable
      to
      the Broker retained by the other party, and (ii) Landlord and Tenant hereby
      agree to defend, indemnify and hold each other harmless against any loss, claim,
      expense or liability with respect to any commissions or brokerage fees claimed
      on account of the execution and/or renewal of this Lease or the expansion of
      the
      Premises due to any action of the indemnifying party.




46.  Financial
      Statements .
      Tenant
      represents and warrants that any financial statements provided by it to Landlord
      were true, correct and complete when provided, and that no material adverse
      change has occurred since that date that would render them inaccurate or
      misleading. Subject to restrictions on disclosure under applicable law, Tenant,
      within 15 days after request, shall provide Landlord with current audited or
      certified financial statements and such other information with respect to Tenant
      and any guarantor hereunder as Landlord may reasonably request in order to
      create a “business profile” of Tenant and determine Tenant’s ability to fulfill
      its obligations under this Lease. Landlord agrees to keep such information
      confidential except to the extent required by applicable law. In addition,
      Tenant agrees upon prior written request to meet with Landlord, any lender
      or
      prospective purchaser during normal business hours at mutually convenient times,
      from time to time, to discuss such information about Tenant’s business and
      financial condition requested by Landlord.




35


47.  Tenant’s
      Standing and Authority . Tenant
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of State of Florida and has due authority to enter into this Lease, and
      all
      organizational action requisite for the execution and delivery of this Lease
      has
      been taken. The signatory to this Lease on behalf of Tenant has been duly
      authorized to execute and deliver this Lease. Tenant shall contemporaneously
      with its execution and delivery of this Lease deliver to Landlord evidence
      of
      Tenant’s good standing, authority and authorization for the execution and
      delivery of this Lease.




48.  Effect
      of Delivery of Lease . Landlord
      has delivered a copy of this Lease to Tenant for Tenant's review only, and
      the
      delivery hereof does not constitute an offer to Tenant or an option to be
      exercised by Tenant. This Lease shall not be effective until a copy of this
      Lease executed by both Landlord and Tenant is delivered by Landlord to
      Tenant.




49.  **WAIVER
      OF WARRANTIES AND ACCEPTANCE OF CONDITION** **.** **TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
      IN
      THIS LEASE, NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY HAS MADE ANY
      REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE HABITABILITY,
      MERCHANTABILITY, SUITABILITY, QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR
      PURPOSE WITH REGARD TO THE PREMISES OR LANDLORD’S PREMISES AND THAT THIS LEASE
      CONSTITUTES THE FULL AND FINAL AGREEMENT OF LANDLORD AND TENANT WITH RESPECT
      TO
      THIS LEASE OF SPACE IN THE BUILDING BY TENANT. TENANT HEREBY WAIVES, TO THE
      EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION BASED UPON ANY WARRANTIES,
      EITHER EXPRESS OR IMPLIED, AS TO HABITABILITY, MERCHANTABILITY, SUITABILITY,
      QUALITY, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE WITH REGARD TO THE
      PREMISES OR LANDLORD’S PREMISES. TENANT FURTHER REPRESENTS AND WARRANTS TO
      LANDLORD THAT TENANT HAS HAD AN OPPORTUNITY TO MEASURE THE ACTUAL DIMENSIONS
      OF
      THE PREMISES AND THE BUILDING AND AGREES TO THE SQUARE FOOTAGE CALCULATIONS
      SET
      FORTH IN THIS LEASE FOR ALL PURPOSES. TENANT'S TAKING POSSESSION OF THE PREMISES
      SHALL BE CONCLUSIVE EVIDENCE THAT (a) TENANT HAS INSPECTED (OR HAS CAUSED
      TO BE INSPECTED) THE PREMISES AND LANDLORD’S PREMISES, (b) TENANT ACCEPTS
      THE PREMISES AND LANDLORD’S PREMISES AS BEING IN GOOD AND SATISFACTORY CONDITION
      AND SUITABLE FOR TENANT'S PURPOSES, AND (c) THE PREMISES AND LANDLORD’S
      PREMISES FULLY COMPLY WITH LANDLORD'S COVENANTS AND OBLIGATIONS
      HEREUNDER.**




36


50.  Merger
      of Estates . The
      voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
      thereof, shall not constitute a merger of the Landlord's fee estate in
      Landlord’s Premises and the leasehold interest created hereby; and upon such
      surrender or cancellation of this Lease, Landlord shall have the option, in
      Landlord's sole discretion, to (a) either terminate all or any existing
      subleases or sub-tenancies, or (b) assume Tenant's interest in any or all
      subleases or sub-tenancies.




51.  Survival
      of Indemnities and Covenants . Any and
      all indemnities of Landlord or Tenant and any and all covenants of Landlord
      or
      Tenant not fully performed on the date of the expiration or termination of
      this
      Lease shall survive such expiration or termination.




52.  Headings . Descriptive headings are for convenience only and shall not control or affect
      the meaning or construction of any provision of this Lease.




53.  Entire
      Agreement; Amendments . This
      Lease, including the exhibits and addenda, if any, listed in Section 54 ,
      embodies the entire agreement between the parties hereto with relation to the
      transaction contemplated hereby, and there have been and are no covenants,
      agreements, representations, warranties or restrictions between the parties
      hereto, other than those specifically set forth herein. To be effective, any
      amendment or modification of this Lease must be in writing and signed by
      Landlord and Tenant.




54.  Exhibits . The
      following exhibits are attached hereto and incorporated herein and made a part
      of this Lease for all purposes:




Exhibit
      “A”  - Property
      Description


Exhibit
      “B”  -  Floor
      Plan


Exhibit
      “C”  -  Rules
      and
      Regulations


Exhibit
      “D”  -  Intentionally
      Omitted


Exhibit
      “E”  -  Location
      of Parking Areas


Exhibit
      “F”  -  Form
      of
      Confidentiality Agreement


Exhibit
      “G”  -  Intentionally
      Omitted


Exhibit
      "H" - Intentionally
      Omitted





55.  Joint
      and Several Liability . If
      Tenant consists of more than one person or entity, the obligations of such
      parties under this Lease shall be joint and several.




56.  Multiple
      Counterparts . This
      Lease may be executed in multiple counterparts, each of which shall constitute
      an original instrument, but all of which shall constitute one and the same
      agreement.




57.  Mail . Tenant
      understands and agrees that mail delivery in the Building shall be only to
      boxes
      provided by Landlord in the Building.




58.  Relocation.  Landlord
      shall have the right from time to time during the Term, at Landlord's expense,
      to relocate the Premises from their present location within the Building to
      another location within the Project having at least the same floor area as
      that
      of the Premises (but shall not be more or less than ten (10%) percent in size
      of
      the initial premises), provided that Landlord gives Tenant written notice of
      Landlord's intention to do so at least ninety (90) days before undertaking
      such
      relocation. In such event, Landlord shall, at Landlord's expense, install within
      the Premises as so relocated improvements of the same quality and quantity
      as
      those made by Tenant or Landlord to the Premises, and on the completion of
      such
      installation shall cause Tenant's machinery, furniture, fixtures and equipment
      within the Premises to be moved to the Premises as so relocated. Upon the
      completion of such relocation, this Lease shall automatically cease to cover
      the
      space constituting the Premises immediately before such relocation, and shall
      automatically thereafter cover the space to which the Premises have been
      relocated, as aforesaid, all on the same terms and subject to the same
      conditions as those set forth in the provisions of this Lease as in effect
      immediately before such relocation, and all without the necessity of further
      action by either party hereto. Also, the Base Rental shall be adjusted on the
      basis of the per square foot rates otherwise in effect, and Tenant's Share
      of
      Basic Operating Cost shall be proportionately adjusted, to reflect any
      difference between the size of the Premises prior to relocation and that after
      relocation. Each party hereto shall, promptly upon its receipt of a written
      request therefor from the other, enter into such amendment of this Lease as
      the
      requesting party considers reasonably necessary to confirm such
      relocation.





37


59.  Anti-Terrorism
      Certification  Tenant
      represents and warrants to Landlord as of the Effective Date of the Lease and
      throughout the Lease Term that: (a) Tenant is and will continue to be in
      compliance with the Anti-Terrorism Laws (as defined below); (b) Tenant is not,
      and will not be, a Prohibited Person (as defined below); (c) Tenant does not
      and
      will not knowingly: (A) conduct any business or engage in any transaction or
      dealing with any Prohibited Person, or (B) deal in, or otherwise engage in
      any
      transaction relating to, any property or interests in property blocked pursuant
      to Executive Order 13224 (as defined below); and (d) Tenant has not entered
      into
      the Lease directly or indirectly on behalf of, and Tenant is not otherwise
      acting, directly or indirectly, for or on behalf of any Prohibited Person.
      Tenant shall promptly notify Landlord if it has reason to believe that any
      of
      the foregoing representations and warranties are no longer correct.





For
      the
      purposes of this Anti-Terrorism Certification: (a) “Anti-Terrorism Laws” means
      any laws related to terrorism or money laundering, including Executive Order
      13224 and the USA Patriot Act (as defined below), and any regulations
      promulgated under either of them; (b) “Executive Order 13224” means Executive
      Order Number 13224 on Terrorism Financing, effective September 24, 2001; (c)
      “Person” means any individual, corporation, partnership, joint venture, limited
      liability company, association, bank, joint-stock company, trust, unincorporated
      organization or government, or an agency or political subdivision thereof;
      (d)
“Prohibited Person” means (A) a Person subject to the provisions of Executive
      Order 13224; (B) a Person owned or controlled by, or acting for or on behalf
      of,
      an entity that is subject to the provisions of Executive Order 13224; (C) a
      Person with whom Tenant is prohibited from dealing by any of the Anti-Terrorism
      Laws; (D) a Person that commits, threatens or conspires to commit or supports
      “terrorism” as defined in Executive Order 13224; (E) a Person or entity that is
      named as a “specially designated national and blocked person” on the most
      current list published by the U.S. Treasury Department's Office of Foreign
      Assets Control; or (F) a Person who is affiliated with a Person described in
      clauses (A) through (E) above; and (e) “USA Patriot Act” means the Uniting and
      Strengthening America by Providing Appropriate Tools Required to Intercept
      and
      Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56, as may be amended
      from time to time.




38




**END
                  OF TEXT; SIGNATURE PAGES
                  FOLLOW**


39


IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date
      first above written.







Address:
              
              401
                Edgewater Place, Suite 200
              Wakefield,
                MA 01880
              Attn:
                Asset Management
            
            **LANDLORD****:**
              
              **FSP
                505 WATERFORD CORP.**,
              a
                Delaware corporation
              
              By:
                FSP PROPERTY MANAGEMENT, LLC, its duly authorized asset
                manager
              
              
              By:_________________________
              Name:
                William S. Friend, Jr.
              Title:
                Vice PresidentAddress
                Subsequent to
              Commencement
                Date:
              
              Suite
                455
              505
                North U.S. Highway 169
              Plymouth,
                Minnesota 55441
            
            **TENANT****:**
              
              **CAPITAL
                GROWTH SYSTEMS, INC**.,
              a
                Florida corporation
              
              
              By:_________________________
              Name:
              Title:




Signature
          Page


**EXHIBIT ”A”**




PROPERTY
      DESCRIPTION




Lot
      2,
      Block 1, GROVES OFFICE PARK ANNEX, together with the appurtenant easement(s)
      contained in Document Nos. 5513371 and 5513372, according to the recorded plat
      thereof, and situated in Hennepin County, Minnesota








**EXHIBIT
      “B”**




FLOOR
      PLAN




[To
      be
      Attached]







**EXHIBIT
      “C”**




RULES
      AND REGULATIONS




Any
      capitalized terms not defined in this ***Exhibit ”C”*** shall
      have the meaning set forth in the Lease to which this ***Exhibit ”C”*** is
      attached.




1.  Sidewalks,
      doorways, vestibules, halls, stairways, and similar areas shall not be
      obstructed, nor shall refuse, furniture, boxes or other items be placed therein
      by Tenant or Tenant's officers, agents, servants, contractors and employees,
      or
      used for any purpose other than ingress and egress to and from the Premises,
      or
      for going from one part of the Building or Project to another part of the
      Building or Project. Tenant shall be responsible, at its sole cost, for the
      removal of any large boxes or crates not used in the ordinary course of
      business. Nothing shall be swept or thrown into the corridors, halls, elevator
      shafts or stairways.




2.  Canvassing,
      soliciting, distributing handbills, advertising and peddling in the Building
      and
      Project are prohibited.




3.  Plumbing
      fixtures and appliances shall be used only for the purpose for which such were
      constructed or installed, and no unsuitable material shall be placed therein.
      The cost of repair of any stoppage or damage to any such fixtures or appliances
      from misuse on the part of Tenant or Tenant's officers, agents, servants,
      contractors, employees, guests and customers shall be paid by Tenant, and
      Landlord shall not in any case be responsible therefor.




4.  No
      signs,
      directories, posters, advertisements, or notices visible to the public shall
      be
      painted or affixed on or to any of the windows or doors, or in corridors or
      other parts of the Building, except in such color, size, and style, and in
      such
      places, as shall be first approved in writing by Landlord. Landlord shall have
      the right to remove, at the expense of Tenant, all unapproved signs,
      directories, posters, advertisements or notices following reasonable prior
      notice to Tenant.




5.  Tenant
      shall not do, or permit anything to be done, in or about the Building or
      Project, or bring or keep anything therein, that will in any way increase the
      rate of fire or other insurance on the Building, or on property kept therein,
      or
      otherwise increase the possibility of fire or other casualty. No cooking (other
      than cooking through the use of a microwave oven), including grills or
      barbecues, shall be permitted within the Premises or on any patio adjoining
      the
      Premises.




6.  Landlord
      shall have the power to prescribe the weight and position of heavy equipment
      or
      objects which may overstress any portion of the floor of the Premises. All
      damage done to the Building by the improper placing of such heavy items shall
      be
      repaired at the sole expense of Tenant. Tenant shall notify the Building manager
      when safes or other heavy equipment are to be taken in or out of the Building
      and the moving of such equipment shall be done only after written permission
      is
      obtained from Landlord and shall be performed under such conditions as Landlord
      may reasonably require.




Exhibit
      “C”, Rules and Regulations - Page 1





7.  Corridor
      doors, when not in use, shall be kept closed.




8.  All
      movement of furniture and equipment into and out of the Building shall be
      scheduled through the Building manager and conducted outside of Normal Business
      Hours. All deliveries must be made via the service entrance and service
      elevator, when provided, during Normal Business Hours. Any delivery after Normal
      Business Hours must be coordinated with the Building manager. When conditions
      are such that Tenant must dispose of crates, boxes, and other such items, Tenant
      shall dispose of such items prior to or after Normal Business
      Hours.




9.  Tenant
      shall cooperate with Landlord's employees in keeping the Premises neat and
      clean.




10.  Tenant
      shall not cause or permit any improper noises in the Building, or allow any
      unpleasant odors to emanate from the Premises, or otherwise interfere, injure
      or
      annoy in any way other tenants, or persons having business with such
      tenants.




11.  No
      animals or birds shall be brought into or kept in or about the Building, except
      those assisting the disabled.




12.  No
      machinery of any kind, other than ordinary office machines such as copiers,
      fax
      machines, personal computers and related mainframe equipment, electric
      typewriters and word processing equipment, shall be operated on the Premises
      without the prior written consent of Landlord, which consent shall not be
      unreasonably withheld or delayed.




13.  Tenant
      shall not use or keep in the Building any flammable or explosive fluid or
      substance (including Christmas trees and ornaments), or any illuminating
      materials, without the prior written approval of the Building
      manager.




14.  No
      bicycles, motorcycles or similar vehicles will be allowed in the
      Building.




15.  No
      nails,
      hooks, or screws (other than those necessary for hanging artwork, diplomas,
      poster boards and other such items on interior walls) shall be driven into
      or
      inserted in any part of the Building (including doors), except as approved
      by
      Landlord.




16.  Landlord
      has the right to evacuate the Building in the event of an emergency or
      catastrophe. Tenant shall cause its officers, agents and employees to
      participate in any fire safety or emergency evacuation drills scheduled by
      Landlord.




17.  No
      food
      or beverages shall be prepared, cooked or distributed from the Premises without
      the prior written approval of Landlord, which approval shall not be unreasonably
      withheld or delayed; provided, however, Tenant shall be permitted to install
      refrigerators, microwave ovens, coffee machines and vending machines for the
      use
      of its own employees and guests.






Exhibit “C”, Rules and Regulations - Page
      2





18.  No
      additional or replacement locks shall be placed upon any doors without the
      prior
      written approval of Landlord, which approval shall not be unreasonably withheld
      or delayed. All necessary keys shall be furnished by Landlord. Upon termination
      of the Lease, Tenant shall return all such keys to Landlord and shall provide
      the Landlord the combination of all locks on doors or vaults. No duplicates
      of
      keys shall be made by Tenant.




19.  Tenant
      will not locate furnishings or cabinets adjacent to mechanical or electrical
      access panels or over air conditioning outlets so as to prevent Landlord's
      personnel or contractors from servicing such units as routine or emergency
      service may require. Tenant shall pay the cost of moving such furnishings for
      Landlord's access. Tenant shall instruct all of its employees to refrain from
      any attempts to adjust thermostats. The lighting and air conditioning equipment
      of the Building shall be exclusively controlled by Landlord's
      personnel.




20.  No
      portion of the Building shall be used for the purpose of lodging
      rooms.




21.  Tenant
      shall obtain Landlord's prior written approval, which approval shall not be
      unreasonably withheld or delayed, for the installation of window shades, blinds,
      drapes or any other window treatment or object that may be visible from the
      exterior of the Building or affect the heating and cooling of the Building.
      Landlord will control all internal lighting that may be visible from the
      exterior of the Building and shall have the right to change, at Tenant's
      expense, any unapproved lighting following reasonable prior notice to
      Tenant.




22.  No
      supplemental heating, air ventilation or air conditioning equipment, including
      space heaters and fans, shall be installed or used by Tenant without the prior
      written consent of Landlord.




23.  No
      smoking shall be permitted within the Premises or anywhere else within
      Landlord’s Premises, other than those smoking areas designated by the Building
      manager.




24.  No
      unattended children shall be allowed within Landlord’s Premises.




25.  Other
      than during Normal Business Hours, Building access shall be limited, with the
      result that access will require entry cards or keys and compliance with
      Landlord's registration procedures.




26.  Landlord
      reserves the right to rescind any of these Rules and Regulations and make such
      other and further Rules and Regulations as in its judgment shall from time
      to
      time be necessary or advisable for the operation of the Building or Landlord’s
      Premises, providing that such Rules and Regulations are in writing and uniformly
      enforced against all other tenants of the Building. Such Rules and Regulations
      shall be binding upon Tenant upon delivery to Tenant of notice thereof in
      writing.









27.  In
      the
      event of any inconsistency between these Rules and Regulations and the terms
      of
      the Lease, the terms of the Lease shall control.






Exhibit “C”, Rules and Regulations - Page
      4





**EXHIBIT
      "D"**





TENANT
      IMPROVEMENTS AGREEMENT





**Tenant
      Improvement Allowance** .
      Except
      as set forth in this paragraph, no agreement of Landlord to alter, remodel,
      decorate, clean or improve the Premises, and no representation regarding the
      condition of the Premises has been made by or on behalf of Landlord or relied
      upon by Tenant under or by reason of this Amendment, Tenant having agreed to
      accept the Premises for the Term in an “ **AS-IS,
      WHERE-LOCATED** ”
      condition.




Notwithstanding
      the foregoing, and subject to Section 15 of the Lease, in connection with
      alterations or additions to the Premises undertaken
      by Tenant as permitted by this Exhibit D (as defined here and below, the
“ **Tenant
      Work** ”),
      Landlord shall pay that portion of the total cost thereof up to an amount equal
      to Five Thousand Seven Hundred Seventy-Two and 00/100 Dollars ($5,772.00) (the
      “ **Tenant
      Allowance** ”)
      (representing the product of $2.00 per rentable square foot contained in the Premises ),
      which
      may be applied to the following “ **Tenant
      Work** ”:
      any
      construction-related costs (including, without limiting the foregoing, (a)
      costs
      related to labor and materials related to any demolition, construction,
      plumbing, carpeting, decorating, and electrical work; and (b) any so-called
      “soft costs” related to any construction-related costs). In no event shall
      Landlord pay more than the actual out of pocket costs of the Tenant Work
      up
      to the amount of the Tenant Allowance,
      and Tenant shall be responsible for all other costs thereof. Landlord shall
      pay
      the Tenant Allowance to Tenant in one or more increments within thirty (30)
      days
      of receipt of a statement therefor from Tenant along with (i) copies of invoices
      showing payment by Tenant of the Tenant Work then completed, and (ii) lien
      waivers from all contractors and subcontractors. The Tenant Allowance must
      be
      used by Tenant on or before the date that is eighteen (18) months from the
      date
      of this Amendment, and Landlord shall retain any unused portion of the Tenant
      Allowance.








**EXHIBIT "E"**





**LOCATION
      OF PARKING AREAS**








**EXHIBIT
      "F"**





FORM
      OF CONFIDENTIALITY AGREEMENT








THIS
      CONFIDENTIALITY AGREEMENT (this " Agreement "),
      dated
      as of ____________, is entered into by _______________, a ________(" Tenant "),
      and
      ___________________________________ (" Auditor "),
      for
      the benefit of FSP __________________ Corp., a Delaware corporation
      (" Landlord ").





**W
      I T N E S S E T H T H A T:**





WHEREAS,
      in connection with that certain Lease (the " Lease ")
      dated
      _________________, between Landlord and Tenant, Tenant has the right to hire
      an
      independent accounting firm to audit Landlord's books and records pertaining
      to
      Basic Operating Costs (as defined in the Lease); and





WHEREAS,
      it is expected that in connection with such audit, Tenant and Auditor will
      receive or have access to Confidential Information (defined below);
      and





WHEREAS,
      as a condition of Tenant's audit right, Landlord requires that Tenant and
      Auditor keep confidential the Confidential Information.





NOW,
      THEREFORE, in consideration of and as a condition of Tenant's audit right and
      in
      consideration of payment by Tenant for Auditor's services for performing the
      audit, and for other good and valuable consideration, the receipt, sufficiency
      and adequacy of which are hereby acknowledged, Auditor and Tenant agree as
      follows, for the benefit of Landlord:





1.  Auditor
      and Tenant acknowledge that the information which Auditor and Tenant may receive
      in connection with such audit is non-public, confidential and/or proprietary
      information relating to Landlord, its business operations and Landlord’s
      Premises, and that Landlord would be irreparably damaged if such information
      were disclosed to or utilized on behalf of any other person (including Auditor
      and Tenant), firm, corporation or any other tenant of Landlord’s Premises for
      any reason other than Tenant's audit of Landlord. Auditor and Tenant agree
      that
      any information given to Auditor or Tenant by Landlord during the course of
      such
      audit is, and shall remain, property owned by Landlord, and neither Auditor
      nor
      Tenant shall have any right in or to such information, other than to use the
      information for the purposes set forth in the Lease.





2.  Auditor
      and Tenant agree to keep confidential, and agree to cause their employees,
      associates, agents and advisors to keep confidential, any information belonging
      to Landlord and any information not generally known to the public about the
      business and affairs of Landlord, including, without limitation, (a) all
      books, manuals, records, memoranda, projections, business plans, tenant lists,
      cost information, contractual relationships, and (b) other information,
      whether computerized, written or oral, relating specifically or generally to
      Basic Operating Costs, Landlord’s Premises and the business operations of
      Landlord (the " Confidential
      Information ").





Exhibit
      “F”, Confidentiality Agreement


3.  Auditor
      and Tenant each hereby represent and warrant that its internal policies,
      procedures and practices are adequate to safeguard against any breach of this
      Agreement by it or its employees, associates, agents and advisors, and Auditor
      and Tenant each agree to maintain such internal policies, procedures and
      practices as are necessary to adequately safeguard against a breach of this
      Agreement.





4.  The
      phrase " to
      keep confidential ,"
      as
      used herein, means that the information or document, including the content,
      substance or effect of such information or document, (a) shall not be
      disclosed or distributed by Auditor or Tenant to any other person, firm,
      organization or entity, including to any associate, agent, advisor or affiliate
      of Auditor or Tenant not directly involved in the audit, or to any other tenant
      of Landlord’s Premises, (b) shall not be utilized by either Auditor or
      Tenant for any purpose other than as described in the Lease.





5.  Notwithstanding
      anything to the contrary set forth herein, in the event that Auditor or Tenant
      is required to do so in legal, arbitration, governmental or regulatory
      proceedings, Auditor or Tenant may disclose only that portion of the
      Confidential Information which its counsel advises in writing that it is legally
      compelled to disclose and will exercise its best efforts to obtain assurances
      that confidential treatment will be accorded such Confidential Information
      even
      after such disclosure.





6.  Auditor
      and Tenant acknowledge that the subject matter of this Agreement is unique
      and
      that no adequate remedy at law would be available for breach of the obligations
      specified herein. Accordingly, in the event of a breach or threatened breach
      by
      Auditor or Tenant of the provisions of this Agreement, Landlord shall, in
      addition to any other rights and remedies available to it, at law or in equity,
      be entitled to injunctive relief by a court or agency of competent jurisdiction
      enjoining and restraining the violating party from committing or continuing
      any
      violation of this Agreement.





7.  Any
      waiver by Landlord of a breach of any provision of this Agreement shall not
      operate or be construed as a waiver of any subsequent breach of the same or
      of
      any other provision hereof.





8.  In
      case
      any one or more of the provisions or parts of a provision contained in this
      Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
      in any respect, such invalidity, illegality or unenforceability shall not affect
      any other provision or part of a provision of this Agreement; and this Agreement
      shall, to the fullest extent possible, be reformed and construed as if such
      invalid or illegal or unenforceable provision, or part of a provision, had
      never
      been contained herein, and such provision or part shall be reformed so that
      it
      would be valid, legal and enforceable to the maximum extent
      possible.





9.  This
      Agreement shall be binding upon Tenant, Auditor and their successors and assigns
      for the benefit of Landlord, and shall be fully enforceable by Landlord against
      Tenant, Auditor and their successors and assigns.









10.  This
      Agreement may be amended or modified in whole or in part, only by an instrument
      in writing signed by Landlord, Tenant and Auditor.





11.  This
      Agreement shall be construed in accordance with and governed for all purposes
      by
      the laws of the State of _______, without regard to conflicts of law principles.
      Venue for any action arising herefrom shall be in ______ County, _____________,
      and the parties hereto submit themselves to the jurisdiction of the state and
      federal courts of _________ County, ___________.





IN
      WITNESS WHEREOF, Tenant and Auditor have duly executed this Agreement as of
      the
      date first above written.





TENANT :








AUDITOR :






Exhibit “F”, Confidentiality Agreement





**EXHIBIT
      “G”**




**[INTENTIONALLY
      OMITTED]**






Exhibit
      “G”, Renewal Option - Page 1








**EXHIBIT
      “H”**





**INTENTIONALLY
      OMITTED**








**EXHIBIT
      “I”**




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      Deleted]







**EXHIBIT
      “J”**




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      DELETED]**







**EXHIBIT
      “K”**







**EXHIBIT
      “L”**







**EXHIBIT
      “M”**




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      Deleted**