Exhibit 10.16



	




EXHIBIT 10.16



UNION SQUARE
SAN ANTONIO,
TEXAS



OFFICE LEASE AGREEMENT



BETWEEN 



EOP-UNION SQUARE
LIMITED PARTNERSHIP, 
an Illinois limited
partnership 
(“LANDLORD”) 



AND 



BILLING CONCEPTS CORP., 

a Delaware corporation 
(“TENANT”) 

















	






TABLE OF
CONTENTS








	
	I. Basic Lease Information	 	 
	
	II. Lease Grant	 	 
	
	III. Adjustment of Commencement Date; Possession	 	 
	
	IV. Rent	 	 
	
	V. Compliance with Laws; Use	 	 
	
	VI. Security Deposit	 	 
	
	VII. Services to be Furnished by Landlord	 	 
	
	VIII. Leasehold Improvements	 	 
	
	IX. Repairs and Alterations	 	 
	
	X. Use of Electrical Services by Tenant	 	 
	
	XI. Entry by Landlord	 	 
	
	XII. Assignment and Subletting	 	 
	
	XIII. Liens	 	 
	
	XIV. Indemnity and Waiver of Claims	 	 
	
	XV. Insurance	 	 
	
	XVI. Subrogation	 	 
	
	XVII. Casualty Damage	 	 
	
	XVIII. Condemnation	 	 
	
	XIX. Events of Default	 	 
	
	XX. Remedies	 	 
	
	XXI. Limitation of Liability	 	 
	
	XXII. No Waiver	 	 
	
	XXIII.  Quiet Enjoyment	 	 
	
	XXIV. Relocation	 	 
	
	XXV. Holding Over	 	 
	
	XXVI. Subordination to Mortgages; Estoppel Certificate	 	 
	
	XXVII. Attorneys’ Fees	 	 
	
	CXXVIII. Notice	 	 
	
	XXIX. Excepted Rights	 	 
	
	XXX. Surrender of Premises	 	 
	
	XXXI. Miscellaneous	 	 
	
	XXXII. Entire Agreement	 	 
	






	


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OFFICE LEASE
AGREEMENT



     This
Office Lease Agreement (the “Lease”) is made and entered into as of the 6th day of
November, 2000, by and between EOP-UNION SQUARE LIMITED PARTNERSHIP, an Illinois limited
partnership (“Landlord”) and BILLING CONCEPTS CORP., a Delaware corporation (“Tenant”). 



I. Basic Lease
Information.










			A.		
“Building” shall mean the building located at 10101 Reunion Place
Boulevard, San Antonio, Texas 78216, and commonly known as Union Square.






			B. 		“Rentable
Square Footage of the Building” is deemed to be 194,398 square feet.






			C.		
“Premises” shall mean the area shown on Exhibit A to this
Lease. The Premises are located on the fourth (4th) floor and known
as Suite Number 450. The “Rentable Square Footage of the Premises” is
deemed to be 7,662 square feet. If the Premises include one or more floors in
their entirety, all corridors and restroom facilities located on such full
floor(s) shall be considered part of the Premises. Landlord and Tenant stipulate
and agree that the Rentable Square Footage of the Building and the Rentable
Square Footage of the Premises are correct and shall not be remeasured.






			D. 		“Base
Rent”:





	Period
		Annual Rate
Per Square Foot
		Annual
Base Rent
		Monthly
Base Rent
	
	Months 1-36	 	$20.20	 	$154,772.40	 	$12,897.70	 






			E. 		“Tenant’s
Pro Rata Share”: 3.9414%.






			F. 		“Base
Year” for Taxes: 2001; “Base Year” for Expenses: 2001. -






			G. 		“Term”:
A period of thirty-six (36) months and seventeen (17) days. The Term shall commence on
January 15, 2001 (the “Commencement Date”) and, unless terminated early in accordance
with this Lease, end on January 31, 2004 (the “Termination Date”). However, if Landlord
is required to Substantially Complete (defined in Section III.A) any Landlord Work
(defined in Section I.O.) prior to the Commencement Date under the terms of a Work Letter
(defined in Section I.O): (1) the date set forth in the prior sentence as the
“Commencement Date” shall instead be defined as the “Target Commencement Date” by which
date Landlord will use reasonable efforts to Substantially Complete the Landlord Work;
and (2) the actual “Commencement Date” shall be the date on which the Landlord Work is
Substantially Complete, as determined by Section III.A. In such circumstances, the
Termination Date will instead be the last day of the Term as determined based upon the
actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work
by the Target Commencement Date shall not be a default by Landlord or otherwise render
Landlord liable for damages. Promptly after the determination of the Commencement Date,
Landlord and Tenant shall enter into a commencement letter agreement in the form attached
as Exhibit C.





	


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	 	Notwithstanding
the foregoing, if there have been no Delays and the Commencement Date does not occur by
May 15, 2001 (the “Outside Completion Date”), Tenant, as its sole remedy, may terminate
this Lease by giving Landlord written notice of termination on or before the earlier to
occur of: (i) five (5) Business Days after the Outside Completion Date; and (ii) the
Commencement Date. In such event, this Lease shall be deemed null and void and of no
further force and effect and Landlord shall promptly refund any prepaid Rent and Security
Deposit previously advanced by Tenant under this Lease and, so long as Tenant has not
previously defaulted under any of its obligations under the Work Letter, the parties
hereto shall have no further responsibilities or obligations to each other with respect
to this Lease. Landlord and Tenant acknowledge and agree that: (i) the determination of
the Commencement Date shall take into consideration the effect of any Delays by Tenant;
and (ii) the Outside Completion Date shall be postponed by the number of days the
Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything
herein to the contrary, if Landlord determines that it will be unable to cause the
Commencement Date to occur by the Outside Completion Date, Landlord shall have the right
to immediately cease its performance of the Landlord Work and provide Tenant with written
notice (the “Outside Extension Notice”) of such inability, which Outside Extension Notice
shall set forth the date on which Landlord reasonably believes that the Commencement Date
will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the right to
terminate this Lease by providing written notice of termination to Landlord within five
(5) Business Days after the date of the Outside Extension Notice. In the event that
Tenant does not terminate this Lease within such five (5) Business Day period, the
Outside Completion Date shall automatically be amended to be the date set forth in
Landlord’s Outside Extension Notice.






			H. 		Tenant
allowance: Subject to the terms and conditions set forth in Exhibit D, Landlord, provided
Tenant is not in default, agrees to provide Tenant with an allowance (the “Allowance”) in
an amount not to exceed $45,972.00 (i.e., $6.00 per rentable square foot of the Premises)
to be applied toward the cost of the Landlord Work in the Premises.






			I. 		“Security
Deposit”: $12,897.70.






			J. 		“Guarantor(s)”:
Any party that agrees in writing to guarantee this Lease. As of the date hereof, there
are no Guarantors.






			K. 		“Broker(s)”:
None.






			L. 		“Permitted
Use”: General office use.






			M. 		“Notice
Addresses”:






	 	Tenant:






	 	On
and after the Commencement Date, notices shall be sent to Tenant at the Premises. Prior
to the Commencement Date, notices shall be sent to Tenant at the following address:





	


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	 	David
P. Tusa 
7411 John Smith Drive 
Suite 1500 
San Antonio, Texas 78229-4898 
Phone #:
210-949-4010 
Fax #: 210-949-7014






	 	 	
Landlord:


EOP-Union Square Limited Partnership

c/o Equity Office Properties

9601 McAllister Freeway, Suite 1100

San Antonio, Texas 78216

Attention:  Building Manager 		
With a copy to:
 

Equity Office Properties

Two North Riverside Plaza

Suite 1600

Chicago, Illinois 60606

Attention:  Southwest Regional

Counsel 







	 	Rent
(defined in Section IV.A) is payable to the order of Equity Office Properties at the
following address: P.O. Box 844548, Dallas, Texas 75284-4548.






			N.		
“Business Day(s)” are Monday through Friday of each week, exclusive of
New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day (“Holidays”). Landlord may designate additional
Holidays, provided that the additional Holidays are commonly recognized by other
office buildings in the area where the Building is located.






			O.		
“Landlord Work” means the work, if any, that Landlord is obligated to
perform in the Premises pursuant to a separate work letter agreement (the
“Work Letter”), if any, attached as Exhibit D. If a Work Letter
is not attached to this Lease or if an attached Work Letter does not require
Landlord to perform any work, the occurrence of the Commencement Date shall not
be conditioned upon the performance of work by Landlord and, accordingly,
Section III.A. shall not be applicable to the determination of the Commencement
Date.






			P. 		“Law(s)”
means all applicable statutes, codes, ordinances, orders, rules and regulations of any
municipal or governmental entity.






			Q. 		“Normal
Business Hours” for the Building are 8:00 A.M. to 6:00 P.M. on Business Days and 8:00
A.M. to 1:00 P.M. on Saturdays.






			R.		
“Property” means the Building and the parcel(s) of land on which it is
located and, at Landlord’s discretion, the Building garage and other
improvements serving the Building, if any, and the parcel(s) of land on which
they are located.







	II. 		Lease
Grant. 






	

     Landlord
leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with
the right in common with others to use any portions of the Property that are designated
by Landlord for the common use of tenants and others, such as sidewalks, unreserved
parking areas, common corridors, elevator foyers, restrooms, vending areas and lobby
areas (the “Common Areas”). 



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	III. 		Adjustment
of Commencement Date; Possession.  







			A.		
The Landlord Work shall be deemed to be “Substantially Complete” on
the date that all Landlord Work has been performed, other than any details of
construction, mechanical adjustment or any other similar matter, the
noncompletion of which does not materially interfere with Tenant’s use of
the Premises. However, if Landlord is delayed in the performance of the Landlord
Work as a result of any Tenant Delay(s) (defined below), the Landlord Work shall
be deemed to be Substantially Complete on the date that Landlord could
reasonably have been expected to Substantially Complete the Landlord Work absent
any Tenant Delay. “Tenant Delay” means any act or omission of Tenant
or its agents, employees, vendors or contractors that actually delays the
Substantial Completion of the Landlord Work, including, without limitation: (1)
Tenant’s failure to furnish information or approvals within any time period
specified in this Lease, including the failure to prepare or approve preliminary
or final plans by any applicable due date; (2) Tenant’s selection of
equipment or materials that have long lead times after first being informed by
Landlord that the selection may result in a delay; (3) changes requested or made
by Tenant to previously approved plans and specifications; (4) performance of
work in the Premises by Tenant or Tenant’s contractor(s) during the
performance of the Landlord Work; or (5) if the performance of any portion of
the Landlord Work depends on the prior or simultaneous performance of work by
Tenant, a delay by Tenant or Tenant’s contractor(s) in the completion of
such work.






			B.		
Subject to Landlord’s obligation, if any, to perform Landlord Work and
Landlord’s obligations under Section IX.B., the Premises are accepted by
Tenant in “as is” condition and configuration. By taking possession of
the Premises, Tenant agrees that the Premises are in good order and satisfactory
condition, and that there are no representations or warranties by Landlord
regarding the condition of the Premises or the Building. If Landlord is delayed
delivering possession of the Premises or any other space due to the holdover or
unlawful possession of such space by any party, Landlord shall use reasonable
efforts to obtain possession of the space at the earliest possible time. If
Landlord is not required to Substantially Complete Landlord Work before the
Commencement Date, the Commencement Date shall be postponed until the date
Landlord delivers possession of the Premises to Tenant free from occupancy by
any party, and the Termination Date, at the option of Landlord, may be postponed
by an equal number of days. If Landlord is required to Substantially Complete
Landlord Work before the Commencement Date, the Commencement Date and
Termination Date shall be determined by Section I.G.






			C.		
If Tenant takes possession of the Premises before the Commencement Date, such
possession shall be subject to the terms and conditions of this Lease and Tenant
shall pay Rent (defined in Section IV.A.) to Landlord for each day of possession
before the Commencement Date. However, except for the cost of services requested
by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay
Rent for any days of possession before the Commencement Date during which
Tenant, with the approval of Landlord, is in possession of the Premises for the
sole purpose of performing improvements or installing furniture, equipment or
other personal property.






	


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	IV. 		Rent. 







			A.		
Payments. As consideration for this Lease, Tenant shall pay Landlord,
without any setoff or deduction, the total amount of Base Rent and Additional
Rent due for the Term. “Additional Rent” means all sums (exclusive of
Base Rent) that Tenant is required to pay Landlord. Additional Rent and Base
Rent are sometimes collectively referred to as “Rent”. Tenant shall
pay and be liable for all rental, sales and use taxes (but excluding income
taxes), if any, imposed upon or measured by Rent under applicable Law. Base Rent
and recurring monthly charges of Additional Rent shall be due and payable in
advance on the first day of each calendar month without notice or demand,
provided that the installment of Base Rent for the first full calendar month of
the Term shall be payable upon the execution of this Lease by Tenant. All other
items of Rent shall be due and payable by Tenant on or before 30 days after
billing by Landlord. All payments of Rent shall be by good and sufficient check
or by other means (such as automatic debit or electronic transfer) acceptable to
Landlord. If Tenant fails to pay any item or installment of Rent when due,
Tenant shall pay Landlord an administration fee equal to 5% of the past due
Rent, provided that Tenant shall be entitled to a grace period of 5 days for the
first 2 late payments of Rent in a given calendar year. If the Term commences on
a day other than the first day of a calendar month or terminates on a day other
than the last day of a calendar month, the monthly Base Rent and Tenant’s
Pro Rata Share of any Tax Excess (defined in Section IV.B.) or Expense Excess
(defined in Section IV.B.) for the month shall be prorated based on the number
of days in such calendar month. Landlord’s acceptance of less than the
correct amount of Rent shall be considered a payment on account of the earliest
Rent due. No endorsement or statement on a check or letter accompanying a check
or payment shall be considered an accord and satisfaction, and either party may
accept the check or payment without prejudice to that party’s right to
recover the balance or pursue other available remedies. Tenant’s covenant
to pay Rent is independent of every other covenant in this Lease.






			B.		
Expense Excess and Tax Excess. Tenant shall pay Tenant’s Pro Rata
Share of the amount, if any, by which Expenses (defined in Section IV.C.) for
each calendar year during the Term exceed Expenses for the Base Year (the
“Expense Excess”) and also the amount, if any, by which Taxes (defined
in Section IV.D.) for each calendar year during the Term exceed Taxes for the
Base Year (the “Tax Excess”). If Expenses and/or Taxes in any calendar
year decrease below the amount of Expenses and/or Taxes for the Base Year,
Tenant’s Pro Rata Share of Expenses and/or Taxes, as the case may be, for
that calendar year shall be $0. Landlord shall provide Tenant with a good faith
estimate of the Expense Excess and of the Tax Excess for each calendar year
during the Term. On or before the first day of each month, Tenant shall pay to
Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata
Share of Landlord’s estimate of the Expense Excess and one-twelfth of
Tenant’s Pro Rata Share of Landlord’s estimate of the Tax Excess. If
Landlord determines that its good faith estimate of the Expense Excess or of the
Tax Excess was incorrect by a material amount, Landlord shall provide Tenant
with a revised estimate. After its receipt of the revised estimate,
Tenant’s monthly payments shall be based upon the revised estimate. If
Landlord does not provide Tenant with an estimate of the Expense Excess or of
the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay
monthly installments based on the previous year’s estimate(s) until
Landlord provides Tenant with the new estimate. Upon delivery of the new
estimate, an adjustment shall be made for any month for which Tenant paid
monthly installments based on the previous year’s estimate(s). Tenant shall
pay Landlord the amount of any underpayment within 30 days after receipt of the
new estimate. Any overpayment shall be refunded to Tenant within 30 days or
credited against the next due future installment(s) of Additional Rent.






	


5 
















	











	 	As
soon as is practical following the end of each calendar year, Landlord shall furnish
Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes
and Tax Excess for the prior calendar year. If the estimated Expense Excess and/or
estimated Tax Excess for the prior calendar year is more than the actual Expense Excess
and/or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall
apply any overpayment by Tenant against Rent due or next becoming due, provided if the
Term expires before the determination of the overpayment, Landlord shall refund any
overpayment to Tenant after first deducting the amount of Rent due. If the estimated
Expense Excess and/or estimated Tax Excess for the prior calendar year is less than the
actual Expense Excess and/or actual Tax Excess, as the case may be, for such prior year,
Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses
and/or Taxes, any underpayment for the prior calendar year.







			C. 		Expenses
Defined. “Expenses” means all costs and expenses incurred in each calendar year in
connection with operating, maintaining, repairing, and managing the
Building and the Property, as reasonably determined by Landlord, including, but not
limited to:






					1.  		Labor
costs, including, wages, salaries, social security and employment taxes, medical and
other types of insurance, uniforms, training, and retirement and pension plans. 






					2.  		Management
fees, the cost of equipping and maintaining a management office, accounting and
bookkeeping services, legal fees not attributable to leasing or collection activity, and
other administrative costs. Landlord, by itself or through an affiliate, shall have the
right to directly perform or provide any services under this Lease (including management
services), provided that the cost of any such services shall not exceed the cost that
would have been incurred had Landlord entered into an arms-length contract for such
services with an unaffiliated entity of comparable skill and experience. 






					3.  		The
cost of services, including amounts paid to service providers and the rental and purchase
cost of parts, supplies, tools and equipment. 






					4.  		Premiums
and deductibles paid by Landlord for insurance, including workers compensation, fire and
extended coverage, earthquake, general liability, rental loss, elevator, boiler and other
insurance customarily carried from time to time by owners of comparable office buildings. 






					5.  		Electrical
Costs (defined below) and charges for water, gas, steam and sewer, but excluding those
charges for which Landlord is reimbursed by tenants. “Electrical Costs” means: (a)
charges paid by Landlord for electricity; (b) costs incurred in connection with an energy
management program for the Property; and (c) if and to the extent permitted by Law, a fee
for the services provided by Landlord in connection with the selection of utility
companies and the negotiation and administration of contracts for electricity, provided
that such fee shall not exceed 50% of any savings obtained by Landlord. Electrical Costs
shall be adjusted as follows: (i) amounts received by Landlord as reimbursement for above
standard electrical consumption shall be deducted from Electrical Costs; (ii) the cost of
electricity incurred to provide overtime HVAC to specific tenants (as reasonably
estimated by Landlord) shall be deducted from Electrical Costs; and (iii) if Tenant is
billed directly for the cost of building standard electricity to the Premises as a
separate charge in addition to Base Rent, the cost of electricity to individual tenant
spaces in the Building shall be deducted from Electrical Costs. 






	


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					6.  		The
amortized cost of capital improvements (as distinguished from replacement parts or
components installed in the ordinary course of business) made to the Property which are:
(a) performed primarily to reduce operating expense costs or otherwise improve the
operating efficiency of the Property; or (b) required to comply with any Laws that are
enacted, or first interpreted to apply to the Property, after the date of this Lease. The
cost of capital improvements shall be amortized by Landlord over the lesser of the
Payback Period (defined below) or 7 years. The amortized cost of capital improvements
may, at Landlord’s option, include actual or imputed interest at the rate that Landlord
would reasonably be required to pay to finance the cost of the capital improvement.
“Payback Period” means the reasonably estimated period of time that it takes for the cost
savings resulting from a capital improvement to equal the total cost of the capital
improvement. 






	 	
If
Landlord incurs Expenses for the Property together with one or more other buildings or
properties, whether pursuant to a reciprocal easement agreement, common area agreement or
otherwise, the shared costs and expenses shall be equitably prorated and apportioned
between the Property and the other buildings or properties. Expenses shall not include:
the cost of capital improvements (except as set forth above); depreciation; interest
(except as provided above for the amortization of capital improvements); principal
payments of mortgage and other non-operating debts of Landlord; the cost of repairs or
other work to the extent Landlord is reimbursed by insurance or condemnation proceeds;
costs in connection with leasing space in the Building, including brokerage commissions;
lease concessions, including rental abatements and construction allowances, granted to
specific tenants; costs incurred in connection with the sale, financing or refinancing of
the Building; fines, interest and penalties incurred due to the late payment of Taxes
(defined in Section IV.D) or Expenses; organizational expenses associated with the
creation and operation of the entity which constitutes Landlord; or any penalties or
damages that Landlord pays to Tenant under this Lease or to other tenants in the Building
under their respective leases. If the Building is not at least 95% occupied during any
calendar year or if Landlord is not supplying services to at least 95% of the total
Rentable Square Footage of the Building at any time during a calendar year, Expenses
shall be determined as if the Building had been 95% occupied and Landlord had been
supplying services to 95% of the Rentable Square Footage of the Building during that
calendar year. If Tenant pays for its Pro Rata Share of Expenses based on increases over
a “Base Year” and Expenses for a calendar year are determined as provided in the prior
sentence, Expenses for the Base Year shall also be determined as if the Building had been
95% occupied and Landlord had been supplying services to 95% of the Rentable Square
Footage of the Building. The extrapolation of Expenses under this Section shall be
performed by appropriately adjusting the cost of those components of Expenses that are
impacted by changes in the occupancy of the Building.






	


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			D.		
Taxes Defined. “Taxes” shall mean: (1) all real estate taxes
and other assessments on the Building and/or Property, including, but not
limited to, assessments for special improvement districts and building
improvement districts, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the
Property’s share of any real estate taxes and assessments under any
reciprocal easement agreement, common area agreement or similar agreement as to
the Property; (2) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of
the Property; and (3) all costs and fees incurred in connection with seeking
reductions in any tax liabilities described in (1) and (2), including, without
limitation, any costs incurred by Landlord for compliance, review and appeal of
tax liabilities. Without limitation, Taxes shall not include any income, capital
levy, franchise, capital stock, gift, estate or inheritance tax. If an
assessment is payable in installments, Taxes for the year shall include the
amount of the installment and any interest due and payable during that year. For
all other real estate taxes, Taxes for that year shall, at Landlord’s
election, include either the amount accrued, assessed or otherwise imposed for
the year or the amount due and payable for that year, provided that
Landlord’s election shall be applied consistently throughout the Term. If a
change in Taxes is obtained for any year of the Term during which Tenant paid
Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be
retroactively adjusted and Landlord shall provide Tenant with a credit, if any,
based on the adjustment. Likewise, if a change is obtained for Taxes for the
Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all
subsequent years shall be recomputed. Tenant shall pay Landlord the amount of
Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30
days after Tenant’s receipt of a statement from Landlord.






			E.		
Audit Rights. Tenant may, within 90 days after receiving Landlord’s
statement of Expenses, give Landlord written notice (“Review Notice”)
that Tenant intends to review Landlord’s records of the Expenses for that
calendar year. Within a reasonable time after receipt of the Review Notice,
Landlord shall make all pertinent records available for inspection that are
reasonably necessary for Tenant to conduct its review. If any records are
maintained at a location other than the office of the Building, Tenant may
either inspect the records at such other location or pay for the reasonable cost
of copying and shipping the records. If Tenant retains an agent to review
Landlord’s records, the agent must be with a licensed CPA firm. Tenant
shall be solely responsible for all costs, expenses and fees incurred for the
audit. Within 60 days after the records are made available to Tenant, Tenant
shall have the right to give Landlord written notice (an “Objection
Notice”) stating in reasonable detail any objection to Landlord’s
statement of Expenses for that year. If Tenant fails to give Landlord an
Objection Notice within the 60 day period or fails to provide Landlord with a
Review Notice within the 90 day period described above, Tenant shall be deemed
to have approved Landlord’s statement of Expenses and shall be barred from
raising any claims regarding the Expenses for that year. If Tenant provides
Landlord with a timely Objection Notice, Landlord and Tenant shall work together
in good faith to resolve any issues raised in Tenant’s Objection Notice. If
Landlord and Tenant determine that Expenses for the calendar year are less than
reported, Landlord shall provide Tenant with a credit against the next
installment of Rent in the amount of the overpayment by Tenant. Likewise, if
Landlord and Tenant determine that Expenses for the calendar year are greater
than reported, Tenant shall pay Landlord the amount of any underpayment within
30 days. The records obtained by Tenant shall be treated as confidential. In no
event shall Tenant be permitted to examine Landlord’s records or to dispute
any statement of Expenses unless Tenant has paid and continues to pay all Rent
when due.






	


8 
















	











	V. 		Compliance
with Laws; Use. 






	

     The
Premises shall be used only for the Permitted Use and for no other use whatsoever. Tenant
shall not use or permit the use of the Premises for any purpose which is illegal,
dangerous to persons or property or which, in Landlord’s reasonable opinion, unreasonably
disturbs any other tenants of the Building or interferes with the operation of the
Building. Tenant shall comply with all Laws, including the Americans with Disabilities
Act, regarding the operation of Tenant’s business and the use, condition, configuration
and occupancy of the Premises. Tenant, within 10 days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged
violation of any Laws. Tenant shall comply with the rules and regulations of the Building
attached as Exhibit B and such other reasonable rules and regulations adopted by Landlord
from time to time. Tenant shall also cause its agents, contractors, subcontractors,
employees, customers, and subtenants to comply with all rules and regulations. Landlord
shall not knowingly discriminate against Tenant in Landlord’s enforcement of the rules
and regulations. 










	VI. 		Security
Deposit. 






	

     The
Security Deposit shall be delivered to Landlord upon the execution of this Lease by
Tenant and shall be held by Landlord without liability for interest (unless required by
Law) as security for the performance of Tenant’s obligations. The Security Deposit is not
an advance payment of Rent or a measure of Tenant’s liability for damages. Landlord may,
from time to time, without prejudice to any other remedy, use all or a portion of the
Security Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security Deposit
to its original amount. Landlord shall return any unapplied portion of the Security
Deposit to Tenant within 45 days after the later to occur of: (1) the determination of
Tenant’s Pro Rata Share of any Tax Excess and Expense Excess for the final year of the
Term; (2) the date Tenant surrenders possession of the Premises to Landlord in accordance
with this Lease; or (3) the Termination Date. If Landlord transfers its interest in the
Premises, Landlord may assign the Security Deposit to the transferee and, following the
assignment, Landlord shall have no further liability for the return of the Security
Deposit. Landlord shall not be required to keep the Security Deposit separate from its
other accounts. 










	VII. 		Services
to be Furnished by Landlord. 







			A.		
Landlord agrees to furnish Tenant with the following services: (1) Water (hot
and cold) service for use in the lavatories on each floor on which the Premises
are located; (2) Heat and air conditioning in season during Normal Business
Hours, at such temperatures and in such amounts as are standard for comparable
buildings or as required by governmental authority. Tenant, upon such advance
notice as is reasonably required by Landlord, shall have the right to receive
HVAC service during hours other than Normal Business Hours. Tenant shall pay
Landlord the standard charge for the additional service as reasonably determined
by Landlord from time to time; (3) Maintenance and repair of the Property as
described in Section IX.B.; (4) Janitor service on Business Days. If
Tenant’s use, floor covering or other improvements require special services
in excess of the standard services for the Building, Tenant shall pay the
additional cost attributable to the special services; (5) Elevator service; (6)
Electricity to the Premises for general office use, in accordance with and
subject to the terms and conditions in Article X; and (7) such other services as
Landlord reasonably determines are necessary or appropriate for the Property;
(8) access to the Premises at all times, including weekends, except as otherwise
provided in this Lease, (9) building service personnel for the Building, to the
extent determined necessary and appropriate by Landlord in its sole discretion,
and (10) courtesy patrols in the Garage, to the extent determined necessary and
appropriate by Landlord in its sole discretion.





	


9 
















	













			B.		
Landlord’s failure to furnish, or any interruption or termination of,
services due to the application of Laws, the failure of any equipment, the
performance of repairs, improvements or alterations, or the occurrence of any
event or cause beyond the reasonable control of Landlord (a “Service
Failure”) shall not render Landlord liable to Tenant, constitute a
constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve
Tenant from the obligation to fulfill any covenant or agreement. However, if the
Premises, or a material portion of the Premises, is made untenantable for a
period in excess of 2 consecutive Business Days as a result of the Service
Failure, then Tenant, as its sole remedy, shall be entitled to receive an
abatement of Rent payable hereunder during the period beginning on the 3rd
 consecutive Business Day of the Service Failure and ending on the day the
service has been fully restored. If the entire Premises has not been rendered
untenantable by the Service Failure, the amount of abatement that Tenant is
entitled to receive shall be prorated based upon the percentage of the Premises
rendered untenantable and not used by Tenant. In no event, however, shall
Landlord be liable to Tenant for any loss or damage, including the theft of
Tenant’s Property (defined in Article XV), arising out of or in connection
with the failure of any security services, personnel or equipment.






	VIII. 		Leasehold
Improvements. 





	


     All
improvements to the Premises (collectively, “Leasehold Improvements”) shall be owned by
Landlord and shall remain upon the Premises without compensation to Tenant. However,
Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may
require Tenant to remove, at Tenant’s expense: (1) Cable (defined in Section IX.A)
installed by or for the exclusive benefit of Tenant and located in the Premises or other
portions of the Building; and (2) any Leasehold Improvements that are performed by or for
the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements (collectively referred to as “Required
Removables”). Without limitation, it is agreed that Required Removables include internal
stairways, raised floors, personal baths and showers, vaults, rolling file systems and
structural alterations and modifications of any type. The Required Removables designated
by Landlord shall be removed by Tenant before the Termination Date, provided that upon
prior written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required Removables.
Tenant’s possession of the Premises shall be subject to all of the terms and conditions
of this Lease, including the obligation to pay Rent on a per diem basis at the rate in
effect for the last month of the Term. Tenant shall repair reasonable damage caused by
the installation or removal of Required Removables. If Tenant fails to remove any
Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s
expense, may remove and dispose of the Required Removables and perform the required
repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for
the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the
time it requests approval for a proposed Alteration (defined in Section IX.C), may
request in writing that Landlord advise Tenant whether the Alteration or any portion of
the Alteration will be designated as a Required Removable. Within 5 Business Days after
receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions
of the Alteration, if any, will be considered to be Required Removables. 



10 
















	













	IX. 		Repairs
and Alterations. 







			A.		
Tenant’s Repair Obligations. Tenant shall, at its sole cost and
expense, promptly perform all maintenance and repairs to the Premises that are
not Landlord’s express responsibility under this Lease, and shall keep the
Premises in good condition and repair, reasonable wear and tear excepted.
Tenant’s repair obligations include, without limitation, repairs to: (1)
floor covering; (2) interior partitions; (3) doors; (4) the interior side of
demising walls; (5) electronic, phone and data cabling and related equipment
(collectively, “Cable”) that is installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the Building;
(6) supplemental air conditioning units, private showers and kitchens, including
hot water heaters, plumbing, and similar facilities serving Tenant exclusively;
and (7) Alterations performed by contractors retained by Tenant, including
related HVAC balancing. All work shall be performed in accordance with the rules
and procedures described in Section IX.C. below. If Tenant fails to make any
repairs to the Premises for more than 15 days after notice from Landlord
(although notice shall not be required if there is an emergency), Landlord may
make the repairs, and Tenant shall pay the reasonable cost of the repairs to
Landlord within 30 days after receipt of an invoice, together with an
administrative charge in an amount equal to 10% of the cost of the repairs.






			B.		
Landlord’s Repair Obligations. Landlord shall keep and maintain in
good repair and working order and make repairs to and perform maintenance upon:
(1) structural elements of the Building; (2) mechanical (including HVAC),
electrical, plumbing and fire/life safety systems serving the Building in
general; (3) Common Areas; (4) the roof of the Building; (5) exterior windows of
the Building; and (6) elevators serving the Building. Landlord shall promptly
make repairs (considering the nature and urgency of the repair) for which
Landlord is responsible.






			C.		
Alterations. Tenant shall not make alterations, additions or improvements
to the Premises or install any Cable in the Premises or other portions of the
Building (collectively referred to as “Alterations”) without first
obtaining the written consent of Landlord in each instance, which consent shall
not be unreasonably withheld or delayed. However, Landlord’s consent shall
not be required for any Alteration that satisfies all of the following criteria
(a “Cosmetic Alteration”): (1) is of a cosmetic nature such as
painting, wallpapering, hanging pictures and installing carpeting; (2) is not
visible from the exterior of the Premises or Building; (3) will not affect the
systems or structure of the Building; and (4) does not require work to be
performed inside the walls or above the ceiling of the Premises. However, even
though consent is not required, the performance of Cosmetic Alterations shall be
subject to all the other provisions of this Section IX.C. Prior to
starting work, Tenant shall furnish Landlord with plans and specifications
reasonably acceptable to Landlord; names of contractors reasonably acceptable to
Landlord (provided that Landlord may designate specific contractors with respect
to Building systems); copies of contracts; necessary permits and approvals;
evidence of contractor’s and subcontractor’s insurance in amounts
reasonably required by Landlord; and any security for performance that is
reasonably required by Landlord. Changes to the plans and specifications must
also be submitted to Landlord for its approval. Alterations shall be constructed
in a good and workmanlike manner using materials of a quality that is at least
equal to the quality designated by Landlord as the minimum standard for the
Building. Landlord may designate reasonable rules, regulations and procedures
for the performance of work in the Building and, to the extent reasonably
necessary to avoid disruption to the occupants of the Building, shall have the
right to designate the time when Alterations may be performed. Tenant shall
reimburse Landlord within 30 days after receipt of an invoice for sums paid by
Landlord for third party examination of Tenant’s plans for non-Cosmetic
Alterations. In addition, within 30 days after receipt of an invoice from
Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and
coordination of any non-Cosmetic Alterations equal to 10% of the cost of the
non-Cosmetic Alterations. Upon completion, Tenant shall furnish
“as-built” plans (except for Cosmetic Alterations), completion
affidavits, full and final waivers of lien and receipted bills covering all
labor and materials. Tenant shall assure that the Alterations comply with all
insurance requirements and Laws. Landlord’s approval of an Alteration shall
not be a representation by Landlord that the Alteration complies with applicable
Laws or will be adequate for Tenant’s use.






	


11 
















	













	X. 		Use
of Electrical Services by Tenant. 







			A.		
Electricity used by Tenant in the Premises shall, at Landlord’s option, be
paid for by Tenant either: (1) through inclusion in Expenses (except as provided
in Section X.B. for excess usage); (2) by a separate charge payable by Tenant to
Landlord within 30 days after billing by Landlord; or (3) by separate charge
billed by the applicable utility company and payable directly by Tenant.
Electrical service to the Premises may be furnished by one or more companies
providing electrical generation, transmission and distribution services, and the
cost of electricity may consist of several different components or separate
charges for such services, such as generation, distribution and stranded cost
charges. Landlord shall have the exclusive right to select any company providing
electrical service to the Premises, to aggregate the electrical service for the
Property and Premises with other buildings, to purchase electricity through a
broker and/or buyers group and to change the providers and manner of purchasing
electricity. Landlord shall be entitled to receive a fee (if permitted by Law)
for the selection of utility companies and the negotiation and administration of
contracts for electricity, provided that the amount of such fee shall not exceed
50% of any savings obtained by Landlord.






			B.		
Tenant’s use of electrical service shall not exceed, either in voltage,
rated capacity, use beyond Normal Business Hours or overall load, that which
Landlord deems to be standard for the Building. If Tenant requests permission to
consume excess electrical service, Landlord may refuse to consent or may
condition consent upon conditions that Landlord reasonably elects (including,
without limitation, the installation of utility service upgrades, meters,
submeters, air handlers or cooling units), and the additional usage (to the
extent permitted by Law), installation and maintenance costs shall be paid by
Tenant. Landlord shall have the right to separately meter electrical usage for
the Premises and to measure electrical usage by survey or other commonly
accepted methods.







	


12 
















	












	XI. 		Entry
by Landlord. 






	


     Except
in an emergency (in which such entry may be at any time without notice), upon 24 hours
notice to Tenant (which may be oral), Landlord, its agents, contractors and
representatives may enter the Premises to inspect or show the Premises, to clean and make
repairs, alterations or additions to the Premises, and to conduct or facilitate repairs,
alterations or additions to any portion of the Building, including other tenants’
premises. Except in emergencies or to provide janitorial and other Building services
after Normal Business Hours, Landlord shall provide Tenant with reasonable prior notice
of entry into the Premises, which may be given orally. If reasonably necessary for the
protection and safety of Tenant and its employees, Landlord shall have the right to
temporarily close all or a portion of the Premises to perform repairs, alterations and
additions. However, except in emergencies, Landlord will not close the Premises if the
work can reasonably be completed on weekends and after Normal Business Hours. Entry by
Landlord shall not constitute constructive eviction or entitle Tenant to an abatement or
reduction of Rent. 










	XII. 		Assignment
and Subletting. 







			A.		
Except in connection with a Permitted Transfer (defined in Section XII.E.
below), Tenant shall not assign, sublease, transfer or encumber any interest in
this Lease or allow any third party to use any portion of the Premises
(collectively or individually, a “Transfer”) without the prior written
consent of Landlord, which consent shall not be unreasonably withheld if
Landlord does not elect to exercise its termination rights under Section XII.B
below. Without limitation, it is agreed that Landlord’s consent shall not
be considered unreasonably withheld if: (1) the proposed transferee’s
financial condition does not meet the criteria Landlord uses to select Building
tenants having similar leasehold obligations; (2) the proposed transferee’s
business is not suitable for the Building considering the business of the other
tenants and the Building’s prestige, or would result in a violation of
another tenant’s rights; (3) the proposed transferee is a governmental
agency or occupant of the Building; (4) Tenant is in default after the
expiration of the notice and cure periods in this Lease; or (5) any portion of
the Building or Premises would likely become subject to additional or different
Laws as a consequence of the proposed Transfer. Tenant shall not be entitled to
receive monetary damages based upon a claim that Landlord unreasonably withheld
its consent to a proposed Transfer and Tenant’s sole remedy shall be an
action to enforce any such provision through specific performance or declaratory
judgment. Any attempted Transfer in violation of this Article shall, at
Landlord’s option, be void. Consent by Landlord to one or more Transfer(s)
shall not operate as a waiver of Landlord’s rights to approve any
subsequent Transfers. In no event shall any Transfer or Permitted Transfer
release or relieve Tenant from any obligation under this Lease.






			B.		
As part of its request for Landlord’s consent to a Transfer, Tenant shall
provide Landlord with financial statements for the proposed transferee, a
complete copy of the proposed assignment, sublease and other contractual
documents and such other information as Landlord may reasonably request.
Landlord shall, by written notice to Tenant within 30 days of its receipt of the
required information and documentation, either: (1) consent to the Transfer by
the execution of a consent agreement in a form reasonably designated by Landlord
or reasonably refuse to consent to the Transfer in writing; or (2) exercise its
right to terminate this Lease with respect to the portion of the Premises that
Tenant is proposing to assign or sublet. Any such termination shall be effective
on the proposed effective date of the Transfer for which Tenant requested
consent. Tenant shall pay Landlord a review fee of $750.00 for Landlord’s
review of any Permitted Transfer or requested Transfer, provided if
Landlord’s actual reasonable costs and expenses (including reasonable
attorney’s fees) exceed $750.00, Tenant shall reimburse Landlord for its
actual reasonable costs and expenses in lieu of a fixed review fee.






	


13 
















	













			C.		
Tenant shall pay Landlord 50% of all rent and other consideration which Tenant
receives as a result of a Transfer that is in excess of the Rent payable to
Landlord for the portion of the Premises and Term covered by the Transfer.
Tenant shall pay Landlord for Landlord’s share of any excess within 30 days
after Tenant’s receipt of such excess consideration. Tenant may deduct from
the excess all reasonable and customary expenses directly incurred by Tenant
attributable to the Transfer (other than Landlord’s review fee), including
brokerage fees, legal fees and construction costs. If Tenant is in Monetary
Default (defined in Section XIX.A. below), Landlord may require that all
sublease payments be made directly to Landlord, in which case Tenant shall
receive a credit against Rent in the amount of any payments received (less
Landlord’s share of any excess).






			D.		
Except as provided below with respect to a Permitted Transfer, if Tenant is a
corporation, limited liability company, partnership, or similar entity, and if
the entity which owns or controls a majority of the voting shares/rights at any
time changes for any reason (including but not limited to a merger,
consolidation or reorganization), such change of ownership or control shall
constitute a Transfer. The foregoing shall not apply so long as Tenant is an
entity whose outstanding stock is listed on a recognized security exchange, or
if at least 80% of its voting stock is owned by another entity, the voting stock
of which is so listed.






			E.		
Tenant may assign its entire interest under this Lease to a successor to Tenant
by purchase, merger, consolidation or reorganization without the consent of
Landlord, provided that all of the following conditions are satisfied (a
“Permitted Transfer”): (1) Tenant is not in default under this Lease;
(2) Tenant’s successor shall own all or substantially all of the assets of
Tenant; (3) Tenant’s successor shall have a net worth which is at least
equal to the greater of Tenant’s net worth at the date of this Lease or
Tenant’s net worth as of the day prior to the proposed purchase, merger,
consolidation or reorganization; (4) the Permitted Use does not allow the
Premises to be used for retail purposes; and (5) Tenant shall give Landlord
written notice at least 30 days prior to the effective date of the proposed
purchase, merger, consolidation or reorganization. Tenant’s notice to
Landlord shall include information and documentation showing that each of the
above conditions has been satisfied. If requested by Landlord, Tenant’s
successor shall sign a commercially reasonable form of assumption agreement.






	XIII. 		Liens. 






	


     Tenant
shall not permit mechanic’s or other liens to be placed upon the Property, Premises or
Tenant’s leasehold interest in connection with any work or service done or purportedly
done by or for benefit of Tenant. If a lien is so placed, Tenant shall, within 10 days of
notice from Landlord of the filing of the lien, fully discharge the lien by settling the
claim which resulted in the lien or by bonding or insuring over the lien in the manner
prescribed by the applicable lien Law. If Tenant fails to discharge the lien, then, in
addition to any other right or remedy of Landlord, Landlord may bond or insure over the
lien or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid
by Landlord to bond or insure over the lien or discharge the lien, including, without
limitation, reasonable attorneys’ fees (if and to the extent permitted by Law) within 30
days after receipt of an invoice from Landlord. 



14 
















	











	XIV. 		Indemnity
and Waiver of Claims. 







			A.		
Except to the extent caused by the negligence or willful misconduct of Landlord
or any Landlord Related Parties (defined below), Tenant shall indemnify, defend
and hold Landlord, its trustees, members, principals, beneficiaries, partners,
officers, directors, employees, Mortgagee(s) (defined in Article XXVI) and
agents (“Landlord Related Parties”) harmless against and from all
liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including, without limitation, reasonable attorneys’ fees and
other professional fees (if and to the extent permitted by Law), which may be
imposed upon, incurred by or asserted against Landlord or any of the Landlord
Related Parties and arising out of or in connection with any damage or injury
occurring in the Premises or any acts or omissions (including violations of Law)
of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s
transferees, contractors or licensees.






			B.		
Except to the extent caused by the negligence or willful misconduct of Tenant or
any Tenant Related Parties (defined below), Landlord shall indemnify, defend and
hold Tenant, its trustees, members, principals, beneficiaries, partners,
officers, directors, employees and agents (“Tenant Related Parties”)
harmless against and from all liabilities, obligations, damages, penalties,
claims, actions, costs, charges and expenses, including, without limitation,
reasonable attorneys’ fees and other professional fees (if and to the
extent permitted by Law), which may be imposed upon, incurred by or asserted
against Tenant or any of the Tenant Related Parties and arising out of or in
connection with the acts or omissions (including violations of Law) of Landlord,
the Landlord Related Parties or any of Landlord’s contractors.






			C.		
Landlord and the Landlord Related Parties shall not be liable for, and Tenant
waives, all claims for loss or damage to Tenant’s business or loss, theft
or damage to Tenant’s Property or the property of any person claiming by,
through or under Tenant resulting from: (1) wind or weather; (2) the failure of
any sprinkler, heating or air-conditioning equipment, any electric wiring or any
gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout;
(4) the bursting, leaking or running of any tank, water closet, drain or other
pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs,
doorways, windows, walks or any other place upon or near the Building; (6) any
act or omission of any party other than Landlord or Landlord Related Parties;
and (7) any causes not reasonably within the control of Landlord. Tenant shall
insure itself against such losses under Article XV below.






	XV. 		Insurance. 





	


     Tenant
shall carry and maintain the following insurance (“Tenant’s Insurance”), at its sole cost
and expense: (1) Commercial General Liability Insurance applicable to the Premises and
its appurtenances providing, on an occurrence basis, a minimum combined single limit of
$2,000,000.00; (2) All Risk Property/Business Interruption Insurance, including flood and
earthquake, written at replacement cost value and with a replacement cost endorsement
covering all of Tenant’s trade fixtures, equipment, furniture and other personal property
within the Premises (“Tenant’s Property”); (3) Workers’ Compensation Insurance as
required by the state in which the Premises is located and in amounts as may be required
by applicable statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per
occurrence. Any company writing any of Tenant’s Insurance shall have an A.M. Best rating
of not less than A-VIII. All Commercial General Liability Insurance policies shall name
Tenant as a named insured and Landlord (or any successor), Equity Office Properties
Trust, a Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals, beneficiaries,
partners, officers, directors, employees, and agents, and other designees of Landlord as
the interest of such designees shall appear, as additional insureds. All policies of
Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and
its designees at least 30 days’ advance written notice of any change, cancellation,
termination or lapse of insurance. Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement
Date or the date Tenant is provided with possession of the Premises for any reason, and
upon renewals at least 15 days prior to the expiration of the insurance coverage. So long
as the same is available at commercially reasonable rates, Landlord shall maintain so
called All Risk property insurance on the Building at replacement cost value, as
reasonably estimated by Landlord. Except as specifically provided to the contrary, the
limits of either party’s insurance shall not limit such party’s liability under this
Lease. 



15 















	












	XVI. 		Subrogation. 






	


     Notwithstanding
anything in this Lease to the contrary, Landlord and Tenant hereby waive and shall cause
their respective insurance carriers to waive any and all rights of recovery, claim,
action or causes of action against the other and their respective trustees, principals,
beneficiaries, partners, officers, directors, agents, and employees, for any loss or
damage that may occur to Landlord or Tenant or any party claiming by, through or under
Landlord or Tenant, as the case may be, with respect to Tenant’s Property, the Building,
the Premises, any additions or improvements to the Building or Premises, or any contents
thereof, INCLUDING ALL RIGHTS OF RECOVERY, CLAIMS, ACTIONS OR CAUSES OF ACTION ARISING
OUT OF THE NEGLIGENCE OF LANDLORD OR ANY LANDLORD RELATED PARTIES OR THE NEGLIGENCE OF
TENANT OR ANY TENANT RELATED PARTIES, which loss or damage is (or would have been, had
the insurance required by this Lease been carried) covered by insurance. 










	XVII. 		Casualty
Damage. 






			A.		
If all or any part of the Premises is damaged by fire or other casualty, Tenant
shall immediately notify Landlord in writing. During any period of time that all
or a material portion of the Premises is rendered untenantable as a result of a
fire or other casualty, the Rent shall abate for the portion of the Premises
that is untenantable and not used by Tenant. Landlord shall have the right to
terminate this Lease if: (1) the Building shall be damaged so that, in
Landlord’s reasonable judgment, substantial alteration or reconstruction of
the Building shall be required (whether or not the Premises has been damaged);
(2) Landlord is not permitted by Law to rebuild the Building in substantially
the same form as existed before the fire or casualty; (3) the Premises have been
materially damaged and there is less than 2 years of the Term remaining on the
date of the casualty; (4) any Mortgagee requires that the insurance proceeds be
applied to the payment of the mortgage debt; or (5) a material uninsured loss to
the Building occurs (provided that during the Lease Term, Landlord shall
maintain so-called “all-risk” property insurance covering the Building
in an amount equal to 90% of the replacement cost thereof at the time in
question). Landlord may exercise its right to terminate this Lease by notifying
Tenant in writing within 75 days after the date of the casualty. If Landlord
does not terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to repair and restore the Building and the Leasehold
Improvements (excluding any Alterations that were performed by Tenant in
violation of this Lease). However, in no event shall Landlord be required to
spend more than the insurance proceeds received by Landlord. Landlord shall not
be liable for any loss or damage to Tenant’s Property or to the business of
Tenant resulting in any way from the fire or other casualty or from the repair
and restoration of the damage. Landlord and Tenant hereby waive the provisions
of any Law relating to the matters addressed in this Article, and agree that
their respective rights for damage to or destruction of the Premises shall be
those specifically provided in this Lease.






	


16 
















	











			B.		
If all or any portion of the Premises shall be made untenantable by fire or
other casualty, Landlord shall, with reasonable promptness, cause an architect
or general contractor selected by Landlord to provide Landlord and Tenant with a
written estimate of the amount of time required to substantially complete the
repair and restoration of the Premises and make the Premises tenantable again,
using standard working methods (“Completion Estimate”). If the
Completion Estimate indicates that the Premises cannot be made tenantable within
180 days from the date the repair and restoration is started, then regardless of
anything in Section XVII.A above to the contrary, either party shall have the
right to terminate this Lease by giving written notice to the other of such
election within 10 days after receipt of the Completion Estimate. Tenant,
however, shall not have the right to terminate this Lease if the fire or
casualty was caused by the negligence or intentional misconduct of Tenant,
Tenant Related Parties or any of Tenant’s transferees, contractors or
licensees.






	XVIII. 		Condemnation. 






	


     Either
party may terminate this Lease if the whole or any material part of the Premises shall be
taken or condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to
terminate this Lease if there is a Taking of any portion of the Building or Property
which would leave the remainder of the Building unsuitable for use as an office building
in a manner comparable to the Building’s use prior to the Taking. In order to exercise
its right to terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating party
first receives notice of the Taking. Any such termination shall be effective as of the
date the physical taking of the Premises or the portion of the Building or Property
occurs. If this Lease is not terminated, the Rentable Square Footage of the Building, the
Rentable Square Footage of the Premises and Tenant’s Pro Rata Share shall, if applicable,
be appropriately adjusted. In addition, Rent for any portion of the Premises taken or
condemned shall be abated during the unexpired Term of this Lease effective when the
physical taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to receive
compensation or proceeds being expressly waived by Tenant. However, Tenant may file a
separate claim at its sole cost and expense for Tenant’s Property and Tenant’s reasonable
relocation expenses, provided the filing of the claim does not diminish the award which
would otherwise be receivable by Landlord. 



17 
















	













	XIX. 		Events
of Default. 






	


     Tenant
shall be considered to be in default of this Lease upon the occurrence of any of
the following events of default: 










			A. 		Tenant’s
failure to pay when due all or any portion of the Rent, if the failure continues for 5
days after written notice to Tenant (“Monetary Default”).






			B.		
Tenant’s failure (other than a Monetary Default) to comply with any term,
provision or covenant of this Lease, if the failure is not cured within 15 days
after written notice to Tenant. However, if Tenant’s failure to comply
cannot reasonably be cured within 15 days, Tenant shall be allowed additional
time (not to exceed 60 days) as is reasonably necessary to cure the failure so
long as: (1) Tenant commences to cure the failure within 15 days, and (2) Tenant
diligently pursues a course of action that will cure the failure and bring
Tenant back into compliance with the Lease. However, if Tenant’s failure to
comply creates a hazardous condition, the failure must be cured immediately upon
notice to Tenant. In addition, if Landlord provides Tenant with notice of
Tenant’s failure to comply with any particular term, provision or covenant
of the Lease on 3 occasions during any 12 month period, Tenant’s subsequent
violation of such term, provision or covenant shall, at Landlord’s option,
be an incurable event of default by Tenant.






			C.		
Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of
creditors or makes an assignment for the benefit of creditors, or admits in
writing its inability to pay its debts when due.






			D. 		The
leasehold estate is taken by process or operation of Law. 






			E		
In the case of any ground floor or retail Tenant, Tenant does not take
possession of, or abandons or vacates all or any portion of the Premises.






			F.		
Tenant is in default beyond any notice and cure period under any other lease or
agreement with Landlord, including, without limitation, any lease or agreement
for parking.






	XX. 		Remedies. 







			A.		
Upon any default, Landlord shall have the right without notice or demand (except
as provided in Article XIX) to pursue any of its rights and remedies at Law or
in equity, including any one or more of the following remedies:






					1.  		Terminate
this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If
Tenant fails to surrender the Premises, Landlord may, in compliance with applicable Law
and without prejudice to any other right or remedy, enter upon and take possession of the
Premises and expel and remove Tenant, Tenant’s Property and any party occupying all or
any part of the Premises. Tenant shall pay Landlord on demand the amount of all past due
Rent and other losses and damages which Landlord may suffer as a result of Tenant’s
default, whether by Landlord’s inability to relet the Premises on satisfactory terms or
otherwise, including, without limitation, all Costs of Reletting (defined below) and any
deficiency that may arise from reletting or the failure to relet the Premises. “Costs of
Reletting” shall include all costs and expenses incurred by Landlord in reletting or
attempting to relet the Premises, including, without limitation, reasonable legal fees,
brokerage commissions, the cost of alterations and the value of other concessions or
allowances granted to a new tenant. 






	


18 















	












					2.  		Terminate
Tenant’s right to possession of the Premises and change the locks, without judicial
process, and, in compliance with applicable Law, expel and remove Tenant, Tenant’s
Property and any parties occupying all or any part of the Premises. If Landlord
terminates Tenant’s possession of the Premises under this Section XX.A.2., Landlord shall
have no obligation to post any notice and Landlord shall have no obligation whatsoever to
tender to Tenant a key for new locks installed in the Premises. Landlord may (but shall
not be obligated to) relet all or any part of the Premises, without notice to Tenant, for
a term that may be greater or less than the balance of the Term and on such conditions
(which may include concessions, free rent and alterations of the Premises) and for such
uses as Landlord in its absolute discretion shall determine. Landlord may collect and
receive all rents and other income from the reletting. Tenant shall pay Landlord on
demand all past due Rent, all Costs of Reletting and any deficiency arising from the
reletting or failure to relet the Premises. Landlord shall not be responsible or liable
for the failure to relet all or any part of the Premises or for the failure to collect
any Rent. The re-entry or taking of possession of the Premises shall not be construed as
an election by Landlord to terminate this Lease unless a written notice of termination is
given to Tenant. 






					3.  		In
lieu of calculating damages under Sections XX.A.1 or XX.A.2 above, Landlord may elect to
receive as damages the sum of (a) all Rent accrued through the date of termination of
this Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent
that Tenant would have been required to pay for the remainder of the Term discounted to
present value at the Prime Rate (defined in Section XX.B. below) then in effect, minus
the then present fair rental value of the Premises for the remainder of the Term,
similarly discounted, after deducting all anticipated Costs of Reletting. 






			B.		
Unless expressly provided in this Lease, the repossession or re-entering of all
or any part of the Premises shall not relieve Tenant of its liabilities and
obligations under the Lease. No right or remedy of Landlord shall be exclusive
of any other right or remedy. Each right and remedy shall be cumulative and in
addition to any other right and remedy now or subsequently available to Landlord
at Law or in equity. If Landlord declares Tenant to be in default, Landlord
shall be entitled to receive interest on any unpaid item of Rent at a rate equal
to the Prime Rate plus 4%. For purposes hereof, the “Prime Rate” shall
be the per annum interest rate publicly announced as its prime or base rate by a
federally insured bank selected by Landlord in the state in which the Building
is located. Forbearance by Landlord to enforce one or more remedies shall not
constitute a waiver of any default.








	


19 















	












	XXI. 		Limitation
of Liability. 






	


     NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY
SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE
PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE
RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD
RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING
SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN
ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE AND REASONABLE TIME TO
CURE THE ALLEGED DEFAULT. 










	XXII. 		No
Waiver. 






	


     Either
party’s failure to declare a default immediately upon its occurrence, or delay in taking
action for a default shall not constitute a waiver of the default, nor shall it
constitute an estoppel. Either party’s failure to enforce its rights for a default shall
not constitute a waiver of its rights regarding any subsequent default. Receipt by
Landlord of Tenant’s keys to the Premises shall not constitute an acceptance or surrender
of the Premises. 




XXIII. Quiet
Enjoyment.



     Tenant
shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants and
agreements. This covenant and all other covenants of Landlord shall be binding upon
Landlord and its successors only during its or their respective periods of ownership of
the Building, and shall not be a personal covenant of Landlord or the Landlord Related
Parties. 










	XXIV. 		Relocation. 






	



     Landlord,
at its expense, at any time before or during the Term, may relocate Tenant from the
Premises to reasonably comparable space (“Relocation Space”) within the Building or
adjacent buildings within the same project upon 60 days’ prior written notice to Tenant.
From and after the date of the relocation, “Premises” shall refer to the Relocation Space
into which Tenant has been moved and the Base Rent and Tenant’s Pro Rata Share shall be
adjusted based on the rentable square footage of the Relocation Space. Landlord shall pay
Tenant’s reasonable costs for moving Tenant’s furniture and equipment and printing and
distributing notices to Tenant’s customers of Tenant’s change of address and one month’s
supply of stationery showing the new address. Notwithstanding the foregoing, Landlord
shall not be entitled to relocate Tenant under this Section during the last 18 months of
the initial Lease Term, and shall not be entitled to relocate Tenant under this Section
any more than once during the initial Term, provided Tenant is not in default. 










	XXV. 		Holding
Over. 






	


     Except
for any permitted occupancy by Tenant under Article VIII, if Tenant fails to surrender
the Premises at the expiration or earlier termination of this Lease, occupancy of the
Premises after the termination or expiration shall be that of a tenancy at sufferance.
Tenant’s occupancy of the Premises during the holdover shall be subject to all the terms
and provisions of this Lease and Tenant shall pay an amount (on a per month basis without
reduction for partial months during the holdover) equal to 150% of the greater of: (1)
the sum of the Base Rent and Additional Rent due for the period immediately preceding the
holdover; or (2) the fair market gross rental for the Premises as reasonably determined
by Landlord. No holdover by Tenant or payment by Tenant after the expiration or early
termination of this Lease shall be construed to extend the Term or prevent Landlord from
immediate recovery of possession of the Premises by summary proceedings or otherwise. In
addition to the payment of the amounts provided above, if Landlord is unable to deliver
possession of the Premises to a new tenant, or to perform improvements for a new tenant,
as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days
after Landlord notifies Tenant of Landlord’s inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including, without
limitation, consequential damages, that Landlord suffers from the holdover. 




20 

















	












	XXVI. 		Subordination
to Mortgages; Estoppel Certificate. 






	



     Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground
lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or
the Property, and to renewals, modifications, refinancings and extensions thereof
(collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage
shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon
request from a Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. In lieu of having the Mortgage be superior to this
Lease, a Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease. If requested by a successor-in-interest to all or a part of Landlord’s interest in
the Lease, Tenant shall, without charge, attorn to the successor-in-interest. Landlord
and Tenant shall each, within 10 days after receipt of a written request from the other,
execute and deliver an estoppel certificate to those parties as are reasonably requested
by the other (including a Mortgagee or prospective purchaser). The estoppel certificate
shall include a statement certifying that this Lease is unmodified (except as identified
in the estoppel certificate) and in full force and effect, describing the dates to which
Rent and other charges have been paid, representing that, to such party’s actual
knowledge, there is no default (or stating the nature of the alleged default) and
indicating other matters with respect to the Lease that may reasonably be requested.
Notwithstanding the foregoing, upon written request by Tenant, Landlord will use
reasonable efforts to obtain a non-disturbance, subordination and attornment agreement
from Landlord’s then current Mortgagee on such Mortgagee’s then current standard form of
agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost,
expense or liability to obtain such agreement, it being agreed that Tenant shall be
responsible for any fee or review costs charged by the Mortgagee. Upon request of
Landlord, Tenant will execute the Mortgagee’s form of non-disturbance, subordination and
attornment agreement and return the same to Landlord for execution by the Mortgagee.
Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement
for Tenant shall have no effect on the rights, obligations and liabilities of Landlord
and Tenant or be considered to be a default by Landlord hereunder. 










	XXVII. 		Attorneys’ Fees. 






	


     If
either party institutes a suit against the other for violation of or to enforce any
covenant or condition of this Lease, or if either party intervenes in any suit in which
the other is a party to enforce or protect its interest or rights, the prevailing party
shall be entitled to all of its costs and expenses, including, without limitation,
reasonable attorneys’ fees. 



21 

















	












	XXVIII. 		Notice. 






	


     If a
demand, request, approval, consent or notice (collectively referred to as a “notice”)
shall or may be given to either party by the other, the notice shall be in writing and
delivered by hand or sent by registered or certified mail with return receipt requested,
or sent by overnight or same day courier service at the party’s respective Notice
Address(es) set forth in Article I, except that if Tenant has vacated the Premises (or if
the Notice Address for Tenant is other than the Premises, and Tenant has vacated such
address) without providing Landlord a new Notice Address, Landlord may serve notice in
any manner described in this Article or in any other manner permitted by Law. Each notice
shall be deemed to have been received or given on the earlier to occur of actual delivery
or the date on which delivery is refused, or, if Tenant has vacated the Premises or the
other Notice Address of Tenant without providing a new Notice Address, three (3) days
after notice is deposited in the U.S. mail or with a courier service in the manner
described above. Either party may, at any time, change its Notice Address by giving the
other party written notice of the new address in the manner described in this Article. 










	XXIX. 		Excepted
Rights. 






	


     This
Lease does not grant any rights to light or air over or about the Building. Landlord
excepts and reserves exclusively to itself the use of: (1) roofs, (2) telephone,
electrical and janitorial closets, (3) equipment rooms, Building risers or similar areas
that are used by Landlord for the provision of Building services, (4) rights to the land
and improvements below the floor of the Premises, (5) the improvements and air rights
above the Premises, (6) the improvements and air rights outside the demising walls of the
Premises, and (7) the areas within the Premises used for the installation of utility
lines and other installations serving occupants of the Building. Landlord has the right
to change the Building’s name or address. Landlord also has the right to make such other
changes to the Property and Building as Landlord deems appropriate, provided the changes
do not materially affect Tenant’s ability to use the Premises for the Permitted Use.
Landlord shall also have the right (but not the obligation) to temporarily close the
Building if Landlord reasonably determines that there is an imminent danger of
significant damage to the Building or of personal injury to Landlord’s employees or the
occupants of the Building. The circumstances under which Landlord may temporarily close
the Building shall include, without limitation, electrical interruptions, hurricanes and
civil disturbances. A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or reduction of
Rent. 










	XXX. 		Surrender
of Premises. 






	


     At the
expiration or earlier termination of this Lease or Tenant’s right of possession, Tenant
shall remove Tenant’s Property (defined in Article XV) from the Premises, and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition and repair,
ordinary wear and tear excepted. Tenant shall also be required to remove the Required
Removables in accordance with Article VIII. If Tenant fails to remove any of Tenant’s
Property within 2 days after the termination of this Lease or of Tenant’s right to
possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant’s Property. Landlord shall not be responsible for
the value, preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord,
upon demand, the expenses and storage charges incurred for Tenant’s Property. In
addition, if Tenant fails to remove Tenant’s Property from the Premises or storage, as
the case may be, within 30 days after written notice, Landlord may deem all or any part
of Tenant’s Property to be abandoned, and title to Tenant’s Property shall be deemed to
be immediately vested in Landlord. 



22 
















	












	XXXI. 		Miscellaneous. 







			A.		
This Lease and the rights and obligations of the parties shall be interpreted,
construed and enforced in accordance with the Laws of the state in which the
Building is located and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of such state. If any term or provision of this
Lease shall to any extent be invalid or unenforceable, the remainder of this
Lease shall not be affected, and each provision of this Lease shall be valid and
enforced to the fullest extent permitted by Law. The headings and titles to the
Articles and Sections of this Lease are for convenience only and shall have no
effect on the interpretation of any part of the Lease.






			B. 		Tenant
shall not record this Lease or any memorandum without Landlord’s prior written consent.






			C. 		Landlord
and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach
of this Lease.






			D.		
Whenever a period of time is prescribed for the taking of an action by Landlord
or Tenant, the period of time for the performance of such action shall be
extended by the number of days that the performance is actually delayed due to
strikes, acts of God, shortages of labor or materials, war, civil disturbances
and other causes beyond the reasonable control of the performing party
(“Force Majeure”). However, events of Force Majeure shall not extend
any period of time for the payment of Rent or other sums payable by either party
or any period of time for the written exercise of an option or right by either
party.






			E.		
Landlord shall have the right to transfer and assign, in whole or in part, all
of its rights and obligations under this Lease and in the Building and/or
Property referred to herein, and upon such transfer Landlord shall be released
from any further obligations hereunder, and Tenant agrees to look solely to the
successor in interest of Landlord for the performance of such obligations.






			F.		
Tenant represents that it has dealt directly with and only with the Broker as a
broker in connection with this Lease. Tenant shall indemnify and hold Landlord
and the Landlord Related Parties harmless from all claims of any other brokers
claiming to have represented Tenant in connection with this Lease. Landlord
agrees to indemnify and hold Tenant and the Tenant Related Parties harmless from
all claims of any brokers claiming to have represented Landlord in connection
with this Lease.






			G.		
Tenant covenants, warrants and represents that: (1) each individual executing,
attesting and/or delivering this Lease on behalf of Tenant is authorized to do
so on behalf of Tenant; (2) this Lease is binding upon Tenant; and (3) Tenant is
duly organized and legally existing in the state of its organization and is
qualified to do business in the state in which the Premises are located. If
there is more than one Tenant, or if Tenant is comprised of more than one party
or entity, the obligations imposed upon Tenant shall be joint and several
obligations of all the parties and entities. Notices, payments and agreements
given or made by, with or to any one person or entity shall be deemed to have
been given or made by, with and to all of them.






	


23 
















	












			H.		
Time is of the essence with respect to Tenant’s exercise of any expansion,
renewal or extension rights granted to Tenant. This Lease shall create only the
relationship of landlord and tenant between the parties, and not a partnership,
joint venture or any other relationship. This Lease and the covenants and
conditions in this Lease shall inure only to the benefit of and be binding only
upon Landlord and Tenant and their permitted successors and assigns.






			I.		
The expiration of the Term, whether by lapse of time or otherwise, shall not
relieve either party of any obligations which accrued prior to or which may
continue to accrue after the expiration or early termination of this Lease.
Without limiting the scope of the prior sentence, it is agreed that
Tenant’s obligations under Sections IV.A, IV.B., VIII, XIV, XX, XXV and XXX
shall survive the expiration or early termination of this Lease.






			J.		
Landlord has delivered a copy of this Lease to Tenant for Tenant’s review
only, and the delivery of it does not constitute an offer to Tenant or an
option. This Lease shall not be effective against any party hereto until an
original copy of this Lease has been signed by such party.






			K.		
All understandings and agreements previously made between the parties are
superseded by this Lease, and neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by Landlord and Tenant.






			L.		
Tenant, within 15 days after request, shall provide Landlord with a current
financial statement and such other information 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, however, shall not require Tenant to provide such information unless
Landlord is requested to produce the information in connection with a proposed
financing or sale of the Building. Upon written request by Tenant, Landlord
shall enter into a commercially reasonable confidentiality agreement covering
any confidential information that is disclosed by Tenant.






			M.		
TENANT HEREBY WAIVES ALL RIGHTS TO PROTEST THE APPRAISED VALUE OF THE
PROPERTY OR TO APPEAL THE SAME AND  ALL RIGHTS TO RECEIVE NOTICES OF
REAPPRAISALS AS SET FORTH IN SECTIONS 41.413 AND 42.015 OF THE TEXAS  TAX
CODE.






			N. 		TENANT
HEREBY WAIVES ALL ITS RIGHTS UNDER THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER
PROTECTION ACT, SECTION 17.41 ET. SEQ. OF THE TEXAS BUSINESS AND COMMERCE CODE, A LAW
THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY
OF TENANT’S OWN SELECTION, TENANT VOLUNTARILY CONSENTS TO THIS WAIVER.






	



24 
















	





XXXII. Entire
Agreement.




     This
Lease and the following exhibits and attachments constitute the entire agreement between
the parties and supersede all prior agreements and understandings related to the
Premises, including all lease proposals, letters of intent and other documents: Exhibit A
(Outline and Location of Premises), Exhibit B (Rules and Regulations), Exhibit C
(Commencement Letter), Exhibit D (Work Letter Agreement) and Exhibit E (Additional
Provisions). 



25 
















	







     Landlord
and Tenant have executed this Lease as of the day and year first above written. 










			
LANDLORD:


EOP-UNION SQUARE LIMITED PARTNERSHIP, an

Illinois limited partnership



By: EOP-Union  Square GP,  L.L.C.,  a Delaware  limited  liability
        company, its general partner



     By:  EOP-Franklin  Street  Limited  Partnership,  an  Illinois
            limited partnership, its sole member



          By: EOP-Franklin  Street GP, L.L.C.,  a Delaware  limited
                 liability company, its general partner



               By: EOP  Operating  Limited  Partnership,  a Delaware

                      limited partnership, its sole member



                      
   By: Equity Office Properties Trust, a

                       
         Maryland  real  estate   investment  trust,

                       
         its general partner





                       
        By: /s/ BRAD FRICKS

                       
       
——————————————

                       
              Name:  Brad Fricks

                       
              Title:  Vice President - Leasing
	  
			TENANT:

BILLING CONCEPTS CORP.,

a Delaware corporation



By: /s/ DAVID P. TUSA
——————————————

Name: David P. Tusa

Title: Senior Vice President & CFO





	


26