**Monthly** **Monthly** **Monthly**       **Annual** **Base Rent** **Base Rent** **Base Rent** **Total**  **Lease Year**  **Base Rent** **Phase I** **Phase II** **Phase III** **Monthly** **Total Annual****Initial Term**  **Per S.F.** **(39,355 s.f.)** **(4,806 s.f.)** **38,307 s.f.)** **Base Rent** **BaseRent**9-1-07 to 8-31-08  $17.50  $0.00  $0.00  $0.00  $0.00  $0.00 9-1-08 to 2-28-09  $18.00  $59,032.50  $0.00  $0.00  $59,032.50   N/A 3-1-09 to 8-31-09  $18.00  $59,032.50  $7,209.00  $0.00  $66,241.50   N/A 9-1-09 to 1-31-10  $18.50  $60,672.29  $7,409.25  $0.00  $68,081.54   N/A 2-1-10 to 8-31-10  $18.50  $60,672.29  $7,409.25  $59,056.63  $127,138.17   N/A 9-1-10 to 8-31-11  $19.00  $62,312.08  $7,609.50  $60,652.75  $130,574.33  $1,566,892.00 9-1-11 to 8-31-12  $19.50  $63,951.88  $7,809.75  $62,248.88  $134,010.51  $1,608,126.12 9-1-12 to 8-31-13  $20.00  $65,591.67  $8,010.00  $63,845.00  $137,446.67  $1,649,360.00 9-1-13 to 8-31-14  $20.50  $67,231.46  $8,210.25  $65,441.13  $140,882.83  $1,690,584.00 9-1-14 to 8-31-15  $21.00  $68,871.25  $8,410.50  $67,037.25  $144,319.00  $1,731,828.00 9-1-15 to 8-31-16  $21.50  $70,511.04  $8,610.75  $68,633.38  $147,755.17  $1,77,3062.00 9-1-16 to 8-31-17  $22.00  $72,150.83  $8,811.00  $70,229.50  $151,191.33  $1,814,296.00 9-1-17 to 8-31-18  $22.50  $73,790.63  $9,011.25  $71,825.63  $154,627.50  $1,855,530.00      **Renewal Terms****:**As determined pursuant to Section 30 of the Lease.”     In the event of a Default by Tenant during any period of Abatement which remains uncured, thenfor the purpose of calculating Landlord’s damages, the Base Rent shall be calculated as if therewas no further Abatement from the date of the Default.     4. Premises. Section 1(l) of the Lease is hereby deleted in its entirety and thefollowing is hereby inserted in its stead:“**Premises**”: The area indicated on **Exhibit A**on the first and second floors of Section A ofthe Building, deemed, for purposes of this Lease, to consist of 82,468 square feet ofRentable Area, comprised of 39,355 square feet of Rentable area on the first floor of thebuilding (the “**Phase I Premises**”; 4,806 square feet of Rentable Area on the first floor ofthe Building (the “**Phase II Premises**”); provided, however, that, the Phase II Premises shallnot constitute a part of the Premises until March 1, 2008 (the “**Phase II CommencementDate**”), and 38,307 square feet of Rentable Area on the second floor of the Building (the**“Phase III Premises**”); provided, however, that the Phase III Premises shall not constitute apart of the Premises until February 1, 2009 (the “**Phase III Commencement Date**”).     5. Tenant’s Proportionate Share. Section 1(o) of the Lease is hereby deleted in itsentirety and the following is hereby inserted in its stead.“**Tenant’s Proportionate Share**”: The percentage determined as described in **Exhibit C**.Without limitation of the foregoing, as the date hereof, Tenant’s Proportionate Share is
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acknowledged initially to be 7.18%, to be increased to 8.06% as of the Phase II CommencementDate**,**and to be further increased to 15.05% as of the Phase III Commencement Date.”     6. Landlord’s Work. Exhibit B, Section 1 shall be amended to provide that Landlordshall complete the Landlord’s Work (as defined in the Lease) as follows: (a) prior to April 1,2008, Landlord shall construct a demising partition approximately 50 to 60 lineal feet near thesouthwest corner of the Premises on the first floor to create a public corridor; and (ii) at leastninety (90) days prior to the Phase III Commencement Date, Landlord shall construct a new demisingpartition approximately 30 to 40 feet near the north end of the Premises on the second floor whichwill provide Tenant with access to the stairwell and washrooms.     7. Delivery of Phase II Premises and Phase III Premises. Notwithstanding anything tothe contrary in the Lease (including, without limitation, Exhibit B, Paragraph 1) or this SecondAmendment, Landlord shall delivery possession of the Phase II Premises to Tenant as of the Phase IICommencement Date, and Landlord shall delivery possession of the Phase III Premises to Tenant as ofthe Phase III Commencement Date.     8. Certain Common Areas. The second paragraph of Section 37 of the Lease is herebydeleted in its entirety and the following is hereby inserted in its stead:“In additional to the Building Conference Room, Tenant shall be entitled to thenon-exclusive use of the first floor conference room adjacent to the cafeteria, the two (2)conference rooms in the property management office on the second floor of the Building, andan additional conference room on the third floor of the Building as delineated on **Exhibit A**attached here to and made a part hereof (collectively, the “**Temporary Conference Rooms**”)without charge until the earlier of (a) substantial completion of the Tenant’s Work in thePhase II Premises (which Tenant’s Work shall commence no later than the week immediatelyfollowing receipt by Tenant of all permits required from all governmental authoritiesnecessary for performance of Tenant’s Work in the Phase II Premises) or (b) July 1, 2008.Notwithstanding anything to the contrary in the Lease or this Second Amendment, Tenant shallhave the right to install a temporary door on the south wall of the Lobby until the SouthWall Glass Door is installed. Tenant’s right to use the Temporary Conference Rooms shallterminate on July 1, 2008. Landlord shall be permitted to substitute the foregoing TemporaryConference Rooms with other conference rooms within the Building, at its reasonablediscretion, upon reasonable notice to Tenant provided that the relative size and number ofsuch substitute conference rooms is comparable to the Temporary Conference Rooms. Withrespect to any use of the Temporary Conference Rooms, Tenant shall be responsible forcleaning each such room after each use by Tenant.”     9. HR Temporary Premises.     (a) Landlord shall provide Tenant with approximately 7,500 square feet on the third floor ofthe Building as set forth on **Exhibit A**attached hereto (the “**HR Temporary Premises**”), commencing onFebruary 21, 2008 and continuing on a month-to-month basis, which term may be terminated by Tenant(but not Landlord) upon thirty (30) days prior written notice to Landlord (the “**HR TemporaryPremises Term**”). Notwithstanding the foregoing, Tenant’s right to use the HR Temporary Premisesshall not extend beyond the later of either (a) the date the Tenant’s Work in the Phase IIIPremises is Substantially Complete (but in no event later than June 12, 2009) or (b) February 1,2009. Tenant shall at all times during the HR Temporary Premises Term have access through theCommon Areas to the common area washrooms and elevator bank located on the third floor of theBuilding as more particularly set forth on **Exhibit A**attached hereto and made a part hereof.
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     (b) Prior to February 21, 2008, Landlord, at its sole cost and expense, shall complete thefollowing work with respect to the HR Temporary Premises (collectively, the “**Landlord HR TemporaryPremises Work**”):          (i) Landlord shall perform all work necessary to configure the HR Temporary Premises as setforth on the plan attached hereto and made a part hereof as **Exhibit A-1**(the “**HR Temporary PremisesConfiguration Plan**”), including, without limitation, installation of all cubicles and furniture asdepicted on the HR Temporary Premises Configuration Plan. Landlord shall make available to Tenantduring the HR Temporary Premises Term furniture for the HR Temporary Premises from Landlord’sexisting stock (“**Temporary Furniture**”). Landlord and Tenant shall compile a schedule of theTemporary Furniture which shall be mutually agreed to by Landlord and Tenant. Landlord and Tenanthereby acknowledge and agree that Landlord shall have no obligation to purchase any furniture forTenant, and the Temporary Furniture shall at all times remain the property of Landlord.          (ii) Landlord shall electrify all cubicles and conference rooms depicted on the HR TemporaryPremises Configuration Plan.          (iii) Landlord shall perform all work necessary to establish Tenant’s voice and data cablingin the HR Temporary Premises pursuant to and in accordance with the scope of work set forth on**Exhibit A-2**attached hereto and made a part hereof (the “**IT Cabling Scope of Work**”). As part ofthe IT Cabling Scope of Work, the parties acknowledge that the third floor telephone/communicationscloset will be utilized, and such closet is within another tenant’s space. Landlord shall provideTenant access 24 hours per day/7 days a week, provided however access shall be at all timescoordinated through Landlord’s management office or its after-hours security.          (iv) Landlord shall construct a demising wall and door (with a window) (which door may be fromLandlord’s existing stock) separating the common corridor (leading to the fire exit) from the HRTemporary Premises in such location as depicted on **Exhibit A-1**attached hereto.          (v) Landlord shall replace the existing door on the southwest side of the HR TemporaryPremises with a door containing a window (which door shall be from Landlord’s existing stock).Nothing herein shall require Landlord to purchase such door if not in Landlord’s existing stock.          (vi) Landlord shall install a building standard lock (and provide Tenant with keys thereto) onthe exterior door of the office (located on the south east side of the HR Temporary Premises) asindicated on the HR Temporary Premises Configuration Plan.Notwithstanding the foregoing, if Landlord fails to substantially complete the Landlord HRTemporary Premises Work on or before February 21, 2008, and Tenant’s occupancy of the HR TemporaryPremises is materially and adversely affected by Landlord’s failure then Landlord shall agree toreimburse Tenant in an amount not to exceed $1,000.00 for its additional out-of-pocket moving costsfor its nine (9) employees.     (c) Subject to all applicable laws and ordinances, at all times during the HR TemporaryPremises Term, Landlord shall provide a safe access path within the Building between the HRTemporary Premises and the Phase I Premises and all doors located along such path shall remain opendaily from 8am to 5pm; provided, however, Landlord may temporarily close such path duringconstruction or maintenance by Landlord and nothing herein shall abridge or modify Landlord’sreservation of rights set forth in Section 13 of the Lease.
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     (d) Notwithstanding anything to the contrary in the Lease or this Second Amendment, except forSection 14 of the Lease, Tenant shall have the right to perform the following work (at Tenant’ssole cost and expense) in the HR Temporary Premises:          (i) Tenant shall have the right to install card readers on each of the two (2) entryway doorsaccessing the HR Temporary Premises.          (ii) Tenant shall have the right to install signage identifying Tenant on the exterior of thetwo (2) entryway doors accessing the HR Temporary Premises.     (e) Except as otherwise provided for in this Section 9, Tenant acknowledges and agrees that itis leasing the HR Temporary Premises in its AS-IS condition, without representation or warranty offitness for a particular purpose. During the HR Temporary Premises Term, Tenant and Landlord shallcomply with all of the terms and conditions of the Lease, except for Tenant’s obligation to payBase Rent or Additional Rent, and Tenant shall surrender the HR Temporary Premises on theexpiration of the HR Temporary Premises Term in accordance with Article 10 of the Lease.     10. Generator. Provided Tenant is not in Default under the Lease, and, at Tenant’ssole cost of expense, and, subject to, and to the extent permitted by, applicable Laws and subjectto the terms and covenants of this Paragraph 9, Landlord grants Tenant a non-exclusive revocablelicense (which Landlord agrees may not be revoked by Landlord during the Term so long as Tenant isnot in Default beyond any applicable notice and cure periods) to install, maintain and replace one(1) 300KV generator, a fuel tank and a supporting concrete pad (collectively, the “**Generator**”), atthe Premises during the Term, as such term may be renewed pursuant to Section 30 of the Lease.     (a) Tenant may, at its sole cost and expense, install the Generator on the southeastern end ofthe Building at the location shown on **Exhibit B**attached hereto. At any time upon sixty (60) daysprior written notice from Landlord, Tenant shall be required to relocate the Generator to anotherlocation at the Property specified by Landlord in its sole discretion**.**If such written notice fromLandlord is necessitated by, or is the result of, any applicable Laws, or any requirement, demandor action by or from any governmental authority, agency or body, then, Tenant shall be responsiblefor Relocation Costs. If such written notice from Landlord is given for any reason other than thereasons set forth in the immediately preceding sentence, then, Landlord shall be responsible forRelocation Costs. As used herein, “**Relocation Costs**” shall mean the actual cost to move andrelocate the Generator, plus costs to (i) restore the old location to as nearly as practicable thecondition existing before installation of the Generator; (ii) install related improvements at thenew location; and (ii) connect the Generator from the new location to Tenant’s data center locatedat the Premises (the “**Tenant’s Data Center**”) in such manner and using such materials (including,without limitation, cabling) as are of equal or greater quality and/or specifications to thosematerials currently connecting the Generator to the old location. Notwithstanding anything to thecontrary in this Paragraph or otherwise, any relocation of the Generator shall be completed withina time frame reasonably acceptable to Tenant and in such a manner as reasonably acceptable toTenant so as to minimize any disruption in Tenant’s use and/or operation of the Generator and/orTenant’s Data Center.     (b) Tenant’s installation of the Generator shall be performed in a lien free manner inaccordance with Article 33 of the Lease and in accordance with all the requirements of Article 14of the Lease. Tenant shall prepare for Landlord’s review and approval plans and specificationsdescribing the Generator and the proposed installation thereof. Such plans and specificationsshall also detail, without limitation, the connections between the Premises and the Generator andlandscaping and hardscaping for the area surrounding the Generator which details shall remainsubject to Landlord’s prior written approval, which approval shall not be unreasonably withheld,conditioned or delayed. Notwithstanding
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anything to the contrary in the preceding sentence or otherwise herein or in the Lease, Tenantagrees to repair and/or replace any existing landscaping and/or hardscaping that may be damaged byTenant during the installation of Tenant’s Generator; however, in no event shall Tenant be requiredto install any new landscaping and/or hardscaping around the Generator except that if theapplicable municipal ordinance requires installation of a fence around such Generator, Tenant shalldo so at its sole cost and expense. Landlord shall, within fifteen (15) days from the date onwhich Tenant submits to Landlord Tenant’s request for approval of such plans and specifications,either approve such plans and specifications in writing or provide Tenant with notice ofdisapproval setting forth Landlord’s reasonable grounds for disapproval and such reasonablemodifications which would satisfy Landlord. Landlord’s review and approval of such plans andspecifications or any other submission of Tenant with respect to the Generator shall create noresponsibility or liability on the part of Landlord for the completeness, design sufficiency orlegal compliance of the Generator.     (c) Tenant may not commence installation of the Generator and related improvements untilTenant has secured Landlord’s prior written approval of final plans and contractors and allnecessary governmental permits and approvals. Landlord’s approval shall not constitute arepresentation or warranty that Tenant’s plans comply with any law or other requirements but shallmerely evidence Landlord’s approval thereof. Tenant shall ensure that the installation,maintenance, and operation of the Generator complies with all applicable laws and requirements.     (d) Tenant’s insurance requirements under Article 22 shall be deemed to include not only thePremises but also the Generator and related areas. Without limitation, Tenant shall ensure thatits “all risk” policy covers the Generator and related areas and Tenant’s liability insurancepolicy shall cover the Generator and all claims related thereto.     (e) Landlord shall not be required to provide any services of any kind with respect to theGenerator. Notwithstanding anything to the contrary contained in Article 8 of the Lease, Tenantshall be solely responsible for the repair and maintenance of the Generator.     (f) Article 9(e) of the Lease shall not be construed to prohibit Tenant from fueling andoperating the Generator in compliance with all applicable laws and regulations. Subject to Section16(a) of the Lease, Tenant shall hold Landlord and its successors and assigns harmless from anddefend them against any and all loss, claims, liability and cost (including reasonable court costsand attorney’s fees) incurred by Landlord or its successors and assigns related to Tenant’s use,operation, maintenance or installation of the Generator including, without limitation, any claimfor personal injury, property damage or death, and any claim related to Hazardous Substances causedby Tenant including, without limitation, any release of diesel fuel caused by Tenant in connectionwith the Generator. Tenant shall promptly notify Landlord of any Hazardous Substancescontamination caused by Tenant discovered at the Property related to the Generator. In the eventof any contamination caused by Tenant related to the Generator, Tenant, at Tenant’s expense, shallfully remediate the contamination to Landlord reasonable satisfaction but in any event in fullcompliance with all applicable laws.     (g) At Landlord’s option (exercisable by written notice thereof to Tenant no later than ninety(90) days prior to the expiration of the Term), Tenant, at Tenant’s sole cost and expense, shallremove the Generator upon expiration or earlier termination of the Term. Landlord acknowledgesthat the Generator shall at all times remain the property of Tenant and Tenant shall have the rightto remove the Generator at any time.     (h) In the event Tenant fails to perform any of its obligations under this Paragraph 14,Landlord shall be entitled to all its remedies under the Lease including, without limitation,Landlord’s self help rights under Article 9(b) of the Lease.
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     11. Tenant Allowance/Plan Allowance with respect to the Phase I Premises, the Phase IIPremises and the Phase III Premises. Notwithstanding anything to the contrary in the Lease,Landlord shall provide to Tenant the Allowance (as defined in the Lease) and a contribution towardsTenant’s Plans as follows: (a) with respect to Phase I, (i) $10.00 per square foot or $393,550.00to be used towards the cost of the Tenant’s Work for Phase I and (ii) $0.08/square foot or$3,148.40 to be used towards the cost of Tenant’s Plans for Phase I; (b) with respect to Phase II,(i) $10.00 per square foot or $48,060.00 to be used towards the cost of the Tenant’s Work for PhaseII and (ii) $0.08/squre foot or $384.48 to be used towards the cost of Tenant’s Plans for Phase II;and (c) with respect to Phase III, (i) the amount of $10.00 per square foot or $383,070.00 to beused towards the costs of Tenant’s Work for Phase III; and (ii) $0.08/square foot or $3,064.56 tobe used towards the cost of Tenant’s Plans for Phase III. All other terms and conditions in theWorkletter shall remain in full force and effect.     12. Real Estate Brokers. Tenant represents and warrants that Tenant has dealt with nobroker or finder in connection with this Second Amendment, other than Colliers Bennet & Kahnweiler,Inc., and agrees to indemnify and hold Landlord harmless from all loss, damages, liabilities,claims, costs and expenses (including reasonable attorneys’ fees) arising from any claims ordemands of any broker or brokers or finders with whom Tenant dealt for any commission alleged to bedue such broker, brokers or finders. Landlord represents and warrants that Landlord has dealt withno broker or finder in connection with this Second Amendment, other than Colliers Bennet &Kahnweiler, Inc., and agrees to indemnify and hold Tenant harmless from all loss, damages,liabilities, claims, costs and expenses (including reasonable attorneys’ fees) arising from anyclaims or demands of any broker or brokers or finders with whom Landlord dealt for any commissionalleged to be due such broker, brokers or finders.     13. Notice Address. Tenant’s notice address set forth in Section 27 of the Leaseshall be modified as follows:Ulta Salon, Cosmetics & Fragrance, Inc.