**Exhibit 10.14**

 

**OFFICELEASE**

 

**PRINCIPAL LIFE INSURANCE COMPANY,**

**an Iowa corporation,**

 

**Landlord**

 

**AND**

 

**POLICY STUDIES INC.,**

**a Colorado corporation**

 

**Tenant**

 

 

**Regardingthe Premises Located at:**

 

**1875Lawrence StreetSuite 1200Denver, Colorado 80202**

 

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TABLEOF CONTENTS

 
| 1.                                                      | Basic Lease Terms                              | Page 1  |
|---------------------------------------------------------|------------------------------------------------|--------------|
| 2.                                                      | Demise, Term, Relocation                       | Page 3  |
| 3.                                                      | Rent                                           | Page 4  |
| 4.                                                      | Taxes and Operating Expense  Adjustment        | Page 4  |
| 5.                                                      | Building Services                              | Page 8  |
| 6.                                                      | Tenant Repair                                  | Page 10 |
| 7.                                                      | Assignment and Subletting                      | Page 11 |
| 8.                                                      | Transfer by Landlord                           | Page 13 |
| 9.                                                      | Use of Premises                                | Page 13 |
| 10.                                                     | Insurance                                      | Page 14 |
| 11.                                                     | Observance of Law                              | Page 15 |
| 12.                                                     | Waste and Nuisance                             | Page 16 |
| 13.                                                     | Entry by Landlord                              | Page 16 |
| 14.                                                     | Release, Waiver and  Indemnification           | Page 16 |
| 15.                                                     | Alterations                                    | Page 17 |
| 16.                                                     | Signs and Advertising                          | Page 18 |
| 17.                                                     | Subordination to Mortgages  and Deeds of Trust | Page 19 |
| 18.                                                     | Estoppel Certificate                           | Page 19 |
| 19.                                                     | Quiet Enjoyment                                | Page 20 |
| 20.                                                     | Fixtures                                       | Page 20 |
| 21.                                                     | Damage or Destruction                          | Page 20 |
| 22.                                                     | Condemnation                                   | Page 21 |
| 23.                                                     | Loss and Damage and Delay                      | Page 21 |
| 24.                                                     | Default and Remedies                           | Page 22 |
| 25.                                                     | Holding Over                                   | Page 25 |
| 26.                                                     | Notice                                         | Page 25 |
| 27.                                                     | Security Deposit                               | Page 25 |
| 28.                                                     | Real Estate Brokers                            | Page 26 |
| 29.                                                     | Miscellaneous Provisions                       | Page 26 |
| Execution Page                                          | Page 29                                   |
| Rider to Lease                                          | Page 30                                   |
| Exhibit A - Premises                               | Page 35                                   |
| Exhibit B - Legal  Description                     | Page 36                                   |
| Exhibit C – Work  Letter Agreement            | Page 37                                   |
| Exhibit C-I – Space  Plans by Waring          | Page 41                                   |
| Exhibit D –  Rules and Regulations       | Page 43                                   |
| Exhibit E – Janitorial  and Cleaning Services | Page 47                                   |
| Exhibit F – Parking                           | Page 48                                   |
| Exhibit G –  Confirmation of Lease            | Page 49                                   |

 

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**STANDARDOFFICE LEASE**

 

(1875Lawrence Street, Denver, Colorado)

 

THIS LEASE (“Lease”) is datedfor identification purposes only as of March 1, 2005, by and betweenPrincipal Life Insurance Company, an Iowa Corporation (“Landlord”) and PolicyStudies Inc., a Colorado corporation (“Tenant”).

 

WI T N E S S E T H:

 

**ARTICLE I – BASIC LEASE TERMS**

 

1.1           Landlord and Landlord’s Address for Notice:

 

Principal Capital Management

801 Grand Ave.

Des Moines, Iowa 50392-1370

Attn: Commercial Real EstateEquities

 

With a copy to:

 

Trammell CrowServices, Inc.

1875 Lawrence Street,Suite 730

Denver, Colorado 80202

Attn: Cyndi Murren

Tel:             303-296-7622

Fax:            303-846-3237

 

1.2           Tenant and Tenant’s Address for Notice:

 

Policy Studies Inc.

1899 Wynkoop St.,

Suite 300, Denver CO80202

ATTN: Facilities Director

 

1.3           Guarantor: None.

 

1.4           Premises: Suite No. 1200 of the Buildingas shown on the floor plan attached hereto as **Exhibit A.**

 

1.5           Building: That certain property, building andother improvements located at 1875 Lawrence Street, Denver, Colorado 80202. Thelegal description of the Building is set forth in **Exhibit B** hereto.

 

1.6           Area of Premises: The Premises shall be deemedto be 13,595 rentable square feet of space, which includes all leasable areasof the twelfth floor of the Building.

 

1.7           Lease Term: Sixty-three (63)*full*calendar months and any partial month.

 

1.8           Commencement Date: The later of(a) June 1, 2005, or (b) the Date of Substantial Completion ofthe Initial Space, as provided in the Work Letter attached hereto as **Exhibit C**.

 

1.9           Expiration Date: August 31, 2010.

 

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1.10         Base Rent:

 
| **Dates**                | ** ** | **Approx. Rate/RSF/Year** | ** ** | **Monthly Installment** | ** ** |
|--------------------------|------------|--------------------------------|------------|------------------------------|------------|
| 06/01/05 – 08/31/05 |       | $                              | 0.00       | *                            | $          | 0.00 | * |
| 09/01/05 – 05/31/06 |       | $                              | 17.00      |                         | $          | 19,259.58 |   |
| 06/01/06 – 05/31/07 |       | $                              | 17.50      |                         | $          | 19,826.04 |   |
| 06/01/07 – 05/31/08 |       | $                              | 18.00      |                         | $          | 20,392.50 |   |
| 06/01/08 – 05/31/09 |       | $                              | 18.50      |                         | $          | 20,958.96 |   |
| 06/01/09 – 08/31/10 |       | $                              | 19.00      |                         | $          | 21,525.42 |   |
|                          |            |                                |            |                              |            |  |  |  |  |

 

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*Such abatement shall apply solely to paymentof the monthly installments of Base Rent, and shall not be applicable to anyother charges, expenses or costs payable by Tenant under this Lease. Landlordand Tenant agree that the abatement of rental and other payments contained inthis Section is conditional and is made by Landlord in reliance uponTenant’s faithful and continued performance of the terms, conditions andcovenants of this Lease and the payment of all monies due Landlord hereunder.In the event that Tenant defaults under the terms and conditions of the Leasebeyond any applicable notice and cure period, all conditionally abated rentaland other payments shall become fully liquidated and immediately due andpayable at the rate of $17.00 per rentable square foot of space (withoutlimitation and in addition to any and all other rights and remedies availableto Landlord provided herein or at law and in equity).

 

1.11         Tenant’s Proportionate Share:           7.32%.

 

Estimates (subject to change)of Tenant’s Proportionate Share of Operating Expenses and Taxes are as follows:

 

Calendar year 2004: $8.40Calendar year 2005: $8.49

 

1.12         Base Year: Calendar year 2005.

 

1.13         Security Deposit: Ten Thousand Five Hundredand No/100ths Dollars ($10,500.00).

 

1.14         Brokers:

 
| Landlord’s Broker: |   | Trammell Crow  Services, Inc.          |
|-------------------------|--------|---------------------------------------------|
|                    |   | Crescent VII                                |
|                    |   | 8390 East Crescent Parkway,  Suite 300 |
|                    |   | Greenwood Village, Colorado  80111          |
|                    |   | Attn: Jeff Castleton                        |
|                    |   |                                        |
| Tenant’s Broker:   |   | Oberndorf Properties LTD                    |
|                    |   | 50 South Steele,  Suite 510            |
|                    |   | Denver, CO 80209                            |

 

1.15         Landlord’s Management Agent and Address:

 

Trammell CrowServices, Inc.

1875 Lawrence Street,Suite 730

Denver, Colorado 80202

 

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1.16         Rent Payment Address:

 

Principal Life InsuranceCompany

c/o Trammell Crow Denver, Inc.

Dept. 688

1875 Lawrence Street

Denver, Colorado 80291-0688

 

1.17         Parking Spaces: Thirteen (13) parking spacesin such areas of the parking facilities associated with the Building as may bereasonably designated by Landlord from time to time. None of the Parking Spacesshall be assigned or reserved.

 

1.18         Monthly Parking Rent: $90.00 per month for theParking Spaces during the two (2) year period following the CommencementDate. At any time thereafter Monthly Parking Rent may increase upon thirty (30)days’ prior written notice to Tenant to Landlord’s then standard rate.

 

1.19         Permitted Uses: General office uses related tobusiness consulting in keeping with the first class nature of the Building.

 

1.20         Allowance: Two Hundred Ninety-Nine Thousand Ninetyand No/100ths Dollars ($299,090.00) (i.e., approximately $22.00 per rentablesquare foot of space in the Premises), as more fully set forth in the WorkLetter, attached hereto as **Exhibit C** and incorporated herein by this reference.

 

**ARTICLE 2 – DEMISE, TERM, RELOCATION**

 

2.1           Demise. Landlord does herebylease to Tenant and Tenant hereby leases from Landlord the Premises, whichPremises are situated in the Building, together with a non-exclusive rightsubject to the provisions hereof, to use all appurtenances thereto, including,but not limited to, any plazas, common areas, walkways or other areas in theBuilding or on the Property designated by Landlord for the exclusive ornon-exclusive use of tenants of the Building, all of which inclusive of the Buildingare hereinafter collectively called the “Building”. Such letting and hiring isupon and subject to the terms, conditions and covenants herein set forth, andTenant covenants as a material part of the consideration for this Lease to keepand perform each and all of said terms, conditions and covenants by it to bekept and performed and that this Lease is made upon the condition of suchperformance.

 

2.2           Term. The term of this Leaseshall commence on the Commencement Date and expire on the Expiration Dateunless sooner terminated as provided in this Lease and except as provided inthe Work Letter attached hereto as **Exhibit C**.If Landlord shall he unable to deliver possession of the Premises to Tenant onthe Commencement Date for any reason whatsoever, this Lease shall not be voidor voidable and Landlord shall not be subject to any liability for the failureto deliver possession on said date nor shall such failure to deliver possessionon the Commencement Date affect the validity of this Lease or the obligationsof Tenant hereunder. Tenant’s entry into or occupancy of the Premises prior tothe Commencement Date for any purpose (including construction) shall begoverned by the terms and conditions of this Lease.

 

2.3           Supplemental Agreement. Within five (5) daysafter the commencement of the term of this Lease, Tenant agrees to execute aSupplemental Agreement to become a part hereof, setting forth the commencementand termination dates of the term of this Lease.

 

2.4           Landlord’s Work.Other than as set forth in **Exhibit ****C**, Landlord shall have no obligation for thecompletion of the Premises and Tenant shall accept the Premises in its “AS IS”condition as of the date Landlord delivers possession thereof in accordancewith the provisions hereof.

 

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2.5           Landlord’s Failure to Complete. Notwithstanding anything to the contraryherein, if this Lease has not commenced on or before two (2) years fromthe date hereof, then this Lease shall be automatically terminated withoutnotice. In the event of the termination of this Lease pursuant to the terms hereof,neither party shall have any liability or obligation whatsoever to the otherexcept that any deposit of Tenant shall be promptly refunded, without interest,by Landlord.

 

**ARTICLE3 - RENT**

 

3.1           Base Rent. Tenant agrees to pay as Base Rent, Base Real Estate Taxes andOperating Expenses, as defined in Article 4, without notice, deduction,set-off or abatement to Landlord at the Building, or such other address asLandlord may notify Tenant of in writing, in lawful money of the United Statespayable in advance on the first day of each month. If the Lease Term commencesor terminates on a day other than the first or last day of a calendar monthrespectively, then the installments of Base Rent for such month or months shallbe prorated and the installments so prorated shall be paid in advance.

 

3.2           Additional Rent. Any other sums of money or charges to bepaid by Tenant pursuant to the provisions of this Lease may be designated as “AdditionalRent”. All Additional Rent shall be paid without offset or demand, unlessotherwise specifically set forth herein. A failure to pay Additional Rent shallbe treated in all events as the failure to pay rent.

 

3.3           Prepayment of First Month’s Rent. Simultaneously with the execution hereofTenant has deposited with Landlord a sum equal to the Base Rent for the firstfull month of the Lease Term, which shall be applied to the first month’s Rentas same becomes due and payable.

 

**ARTICLE4 - TAXES AND OPERATING EXPENSE ADJUSTMENT**

 

4.1           Definitions. The following terms shall have the following meanings with respect tothe provisions of this Section 4.1:

 

(a)           “Base Real Estate Taxes and OperatingExpenses” shall mean the actual operating expenses and real estate taxes forthe Base Year.

 

(b)           “Tenant’s Proportionate Share” shall be as setforth in Section 1.11 above. At such time, if ever, any space is added tothe Premises as hereinbelow provided, Tenant’s Proportionate Share shall beincreased accordingly.

 

(c)           “Real Estate Taxes” shall include (a) anyform of assessment (including any so-called “special” assessments), licensetax, business license fee, business license tax, commercial rental tax, levy,charge, penalty or tax, imposed by any authority having the direct power totax, including any city, county, state or federal government, or any school,agricultural, lighting, water, drainage or other improvement or specialdistrict thereof, against the Premises, the Building or Property or any legalor equitable interest of Landlord therein; (b) any tax on Landlord’s rightto rent or other income from the Premises or against Landlord’s business ofleasing the Premises; and (c) any assessments, tax, fee, levy or charge insubstitution, partially or totally, of or in addition to any assessment, tax,fee, levy or charge previously included within the definition of Real EstateTaxes which may be imposed by governmental agencies for such services as fireprotection, street, sidewalk and road maintenance, refuse removal and for othergovernmental services formerly provided without charge to property owners oroccupants. It is the intention of Landlord and Tenant that all such new andincreased assessments, taxes, fees, levies and charges be included within thedefinition of Real Estate Taxes for purposes of this Lease. The following shallalso be included within the definition of Real Estate Taxes for purposes ofthis Lease, provided, however, that Tenant shall pay Landlord the entire amountthereof: (i) any tax allocable to or measured by the area of the Premisesor the rental payable hereunder, including without limitation, any grossincome, privilege, sales or excise tax levied by the State, any political

 

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subdivision thereof, city,municipal or federal government, with respect to the receipt of such rental, orupon or with respect to the possession, leasing, operating, management,maintenance, alteration, repair, use or occupancy by Tenant of the Premises or anyportion thereof; and (ii) any tax upon this transaction or any document towhich Tenant is a party, creating or transferring an interest or an estate in thePremises. “Real Estate Taxes” shall not include Landlord’s federal or stateincome, franchise, inheritance or estate taxes. “Real Estate Taxes” included inthis definition mean taxes or assessments in the year assessed, without regardto the year in which same become due or payable.

 

(d)           “Operating Expenses” shall mean any and allcosts, liabilities and expenses of any kind or nature related directly orindirectly to the ownership, operation, repair, and/or maintenance of theBuilding. Without limitation to the generality of the foregoing, OperatingExpenses shall specifically include the cost of the following: buildingsupplies, window cleaning, energy for the Building such as propane, butane,natural gas, steam, electricity, solar energy and fuel oil; the costs of waterand sewer service, janitorial services, both interior and exterior; generalmaintenance and repair of the Building, including the heating and airconditioning systems and structural components of the Building; landscaping;maintenance, repair and striping of all parking areas; insurance, includingfire and extended coverage and public liability insurance and any rentalinsurance and all risk insurance carried by Landlord; labor for the operationand maintenance of the Building, including wages, benefits and other payments;costs to Landlord for Worker’s Compensation and disability insurance; payrolltaxes and welfare fringe benefits; professional management, legal, accounting,inspection and consultation fees incurred in connection with the Building; newcapital improvements to the Building, provided that the same are for thepurpose of reducing operating expenses (such as energy conservation) or as maybe required by governmental entities and shall be amortized over the applicableuseful life with interest in accordance with such reasonable life andamortization schedules as shall be determined by Landlord in accordance withgenerally accepted accounting principles. Notwithstanding the foregoing,Operating Expenses shall not include:

 

(1)             Principal or interest payments with respect tomortgages against the Building;

 

(2)             Ground lease payments or any other paymentsunder any superior lease;

 

(3)             Depreciation and amortizations, except asprovided herein all as determined in accordance with generally acceptedaccounting principles and sound real estate practices, consistently applied,and when depreciation or amortization is permitted or required, the item shallbe amortized over its reasonably anticipated useful life;

 

(4)             Capital improvements or replacements to theextent not amortized over the applicable useful life, or new capitalimprovements other than those allowed above;

 

(5)             Charges for special items or services billedseparately to (and in addition to Expense Adjustment Statements) and paid bytenants of the Building;

 

(6)             Costs of any items to the extent Landlordreceives reimbursement from insurance proceeds from Landlord’s or Tenant’sinsurance carriers or from a third party;

 

(7)             The cost of providing any service directly toand paid directly by any tenant (other than through Operating Expense passthrough provisions), and the cost of services provided selectively to one ormore tenants of the Building (other than Tenant) without reimbursement;

 

(8)             Marketing costs, including leasingcommissions, attorneys’ fees (in connection with the negotiation andpreparation of letters, deal memos, letters of intent, leases, subleases and/orassignments), space planning costs, and other costs and expenses incurred inconnection with lease, sublease and/or

 

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assignment negotiations and transactions withpresent or prospective tenants or other occupants of the Building;

 

(9)           Costs, including permit, license andinspection costs, incurred with respect to the installation of tenantimprovements made for new tenants in the Building, or incurred in renovating orotherwise improving, modifying, decorating, painting or redecorating vacantspace for occupancy by tenants or other occupants of the Building;

 

(10)         Costs associated with the operation of thebusiness of the ownership or entity which constitutes “Landlord”, as the sameare distinguished from the costs of operating the Building including, but notlimited to, costs of defending any lawsuits with any mortgagee, legal feesincurred in the negotiation and enforcement of tenant leases and costs ofselling, syndicating, financing, mortgaging or hypothecating any of Landlord’sinterest in the Building;

 

(11)         The wages of any employee above the grade ofbuilding manager;

 

(12)         The cost of services provided by Landlord’saffiliates to the extent that such costs would exceed the costs of suchservices rendered by unaffiliated third parties on a competitive basis;

 

(13)         Fines, penalties and interest incurred as aresult of Landlord’s negligence or willful misconduct;

 

(14)         Any bad debt loss, rent loss, or reserves forbad debts or rent loss; or

 

(15)         Landlord’s cost of electricity and otherservices which it has sold to tenants and for which Landlord has beenreimbursed.

 

(e)           “Lease Year” shall mean each twelve monthperiod subsequent to the Commencement Date.

 

(f)            “Variable Operating Expenses” shall mean thoseOperating Expenses which vary with occupancy levels or which vary with areasserviced based upon occupied Rentable Area.

 

4.2           Payments of Taxes and Operating Expenses.In addition to Base Rent, Tenant shall reimburse Landlord for Real Estate Taxesand Operating Expenses for the Building as hereinafter set forth. It is herebyagreed that during each Lease Year of the Lease Term hereof, Tenant shall payto Landlord Tenant’s Proportionate Share of the amount of increase in theOperating Expenses and Real Estate Taxes over Tenant’s Proportionate Share ofthe Base Real Estate Taxes and Base Operating Expenses. It is agreed thatTenant shall, during each calendar year in which the term of this Leasecommences pay to Landlord an estimate of Tenant’s Proportionate Share of suchincreased Real Estate Taxes and Operating Expenses, if any, as hereinafter setforth. Beginning with the first calendar year following the year in which thisLease commenced, Tenant shall pay to Landlord each month on the first day ofthe month an amount equal to one-twelfth (1/12) of the increase, if any, inTenant’s Proportionate Share of the Operating Expenses for the new calendaryear as reasonably estimated by Landlord over Tenant’s Proportionate Share ofthe Base Real Estate Taxes and Operating Expenses, with an adjustment to bemade between the parties at a later date as hereinafter provided. Furthermore,Landlord may from time to time but no more than three (3) times during anyLease Year furnish Tenant with notice of a re-estimation of the Real EstateTaxes and Operating Expenses and Tenant shall commence paying its re-estimatedProportionate Share on the first day of the month following receipt of saidnotice. As soon as practicable following the end of any calendar year, Landlordshall submit to Tenant a statement setting forth the exact amount of theincrease, if any, in Tenant’s Proportionate Share of the Real Estate Taxes andOperating Expenses for the calendar year just completed over Tenant’sProportionate Share of the Base Real Estate Taxes and Operating Expenses, andthe difference, if any, between Tenant’s actual Proportionate Share of the RealEstate Taxes and Operating Expenses for the calendar year just completed and

 

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the**estimated amount of Tenant’s ProportionateShare of the Real Estate Taxes and Operating Expenses (which was paid in accordance with this subparagraph)for such year. Such statement shall also set forth the amount of the estimatedReal Estate Taxes and Operating Expenses reimbursement for the new calendaryear computed in accordance withthe foregoing provisions. To the extent that Tenant’s Proportionate Share ofthe actual Real Estate Taxes and Operating Expenses for the period covered bysuch statement are higher than the estimated increases which Tenant previouslypaid during the calendar year just completed, Tenant shall pay to Landlord thedifference in cash within thirty (30) days following receipt of said statementfrom Landlord. To the extent that Tenant’s Proportionate Share of the actualReal Estate Taxes and Operating Expenses for the period covered by theStatements are less than the estimated increases which Tenant previously paidduring the calendar year just completed, Landlord may at its option eitherrefund said amount in cash to Tenant or credit the difference against Tenant’snext accruing Base Rent or Additional Rent. In addition, with respect to themonthly reimbursement, until Tenant receives such statement, Tenant’s monthlyreimbursement for the new calendar year shall continue to be paid at the thencurrent rate, but Tenant shall commence payment to Landlord of the monthlyinstallments of reimbursement on the basis of the statement beginning on thefirst day of the month following the month in which Tenant receives suchstatement.

 

Tenant’s obligation with respect to itsproportionate share of the Real Estate Taxes and Operating Expenses shallsurvive the expiration or early termination of this Lease and Landlord shallhave the right to retain the Security Deposit, or so much thereof as it deemsnecessary, to secure payment of Tenant’s Proportionate Share of the actual RealEstate Taxes and Operating Expenses for the portion of the final year of the Leaseduring which Tenant was obligated to pay such expenses. If Tenant occupies thePremises for less than a full calendar year during the first or last calendaryears of the term hereof, Tenant’s Proportionate Share for such partial yearshall be calculated by proportionately reducing the Base Real Estate Taxes andOperating Expenses to reflect the number of months in such year during whichTenant occupied the Premises (the “Adjusted Base Real Estate Taxes andOperating Expenses”). The Adjusted Base Real Estate Taxes and OperatingExpenses shall then be compared with the actual Real Estate Taxes and OperatingExpenses for said partial year to determine the amount, if any, of anyincreases in the actual Real Estate Taxes and Operating Expenses for such partialyear over the Adjusted Base Real Estate Taxes and Operating Expenses. Tenantshall pay its Proportionate Share of any such increases within thirty (30) daysfollowing receipt of notice thereof.

 

Tenant shall have the right but not more thanonce per annum, at any time within one hundred twenty (120) days after astatement of actual Real Estate Taxes and Operating Expenses for a particularcalendar year has been rendered by Landlord as provided herein, at Tenant’ssole cost and expense, to examine Landlord’s books and records during normalbusiness hours, at Landlord’s office relating to the determination of such RealEstate Taxes and Operating Expenses. Unless Tenant objects to the statementherein within said one hundred twenty (120) days following receipt ofLandlord’s statement, such statement and adjustment shall be deemed conclusive.

 

4.3           Gross Up of Operating Expenses.If at any time the Building is not fully occupied or Landlord is not supplyingservices to all rentable areas of the Building during an entire calendar year,then Landlord may adjust actual Operating Expenses to Landlord’s reasonableestimate of that amount, which would have been paid or incurred by Landlord asOperating Expenses had the Building been fully occupied or serviced, and theOperating Expenses as so adjusted shall be deemed to be the actual OperatingExpenses for such calendar year, provided that in such case that a similaradjustment is also made to the Base Year Operating Expenses. If Landlord doesnot furnish during any applicable period any particular work or service (thecost of which, if performed by Landlord, would constitute an Operating Expense)to a tenant which has undertaken to perform such work or service in lieu of theperformance thereof by Landlord, then Operating Expenses shall be deemed to beincreased by an amount equal to the additional expense which would reasonablyhave been incurred during such period by Landlord if it had, at its cost,furnished such work or service to such tenant. The provisions of the precedingsentences will apply only to those Operating Expenses that either vary withoccupancy or by reason of one or more tenants not receiving goods or servicesthe cost of which constitutes all or part of such Operating Expenses.

 

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4.4                                 Reimbursement Survives Termination. In the event of the termination of thisLease by expiration of the stated term or for any other cause orreason whatsoever prior to the determination of rental adjustment as hereinafterset forth, Tenant’s agreement to reimburse Landlord up to the time oftermination shall survive termination of the Lease and Tenant shall pay anyamount due to Landlord within fifteen (15) days after being billed therefor. Inthe event of the termination of this Lease by expiration of the stated term orfor any other cause or reason whatsoever, except default by Tenant of any ofthe terms or provisions of this Lease, prior to the determination of rentaladjustments as hereinabove set forth, Landlord’s agreement to refund any excessadditional rental paid by Tenant up to the time of termination shall survivetermination of the Lease and Landlord shall pay the amount due to Tenant withinfifteen (15) days of Landlord’s determination of such amount. This covenantshall survive the expiration or termination of this Lease.

 

Ifthe last year of the term of this Lease ends on any day other than the last dayof December, any payment due to Landlord by reason of any increase in RealEstate Taxes and Operating Costs shall be prorated on the basis by which thenumber of days in such partial year bears to 365.

 

Anyfailure of Landlord to furnish Tenant with an estimate of its ProportionateShare of Real Estate Taxes and Operating Expenses or any statements as setforth in**this Article 4 shall not act to relieve Tenantof its liability therefor; and with respect to any deficiencies, Tenant agreesto pay same within thirty (30) days of written demand from Landlord.

 

**ARTICLE5 - BUILDING SERVICES**

 

5.1                                 Standard Services. Landlord agrees to furnish to the Premisesduring regular business hours from 7:00 a.m. to 6:00 p.m. Mondays throughFridays and from 8:00 a.m. to 1:00 p.m. Saturdays, except forholidays as the**same are determined by Landlord,and subject to the rules and regulations of the Building, heat and airconditioning for the use and occupancy of the Premises, passenger elevatorservice and freight elevator service, subject to scheduling by Landlordprovided, however, that a passenger elevator shall always be available toTenant. Landlord shall also furnish: (i) electric current to be suppliedfor lighting the Premises and public halls, and for the operation of ordinaryoffice equipment, exclusive of equipment that is not standard or is inabove-standard quantities generally for tenants of the Building, (ii) janitorialand cleaning services substantially as set forth in **Exhibit E,**and (iii) domestic water in reasonable quantity. Elevator service shallmean service either by non-attended automatic elevators or elevators withattendants at the option of Landlord. Landlord shall also furnish, at rates setfrom time to time as solely determined by Landlord, heating and airconditioning and such other items as are not provided for herein, providedTenant gives Landlord not less than forty-eight (48) hours notice of Tenant’sneeds for such additional heating or air conditioning. The current over-time HVACservice rate is $75 per hour per floor, which amount is subject to change.Landlord shall also, at said times, maintain and keep lighted the commonstairs, entries, and toilet rooms in the Building that would reasonably besubject to use by Tenant, its agents and employees during other than regularbusiness hours. Landlord also has the right to charge Tenant for energy costsincurred because of Tenant’s above Building average usage or by reason of usageof the Premises or the Building during other than regular business hours.

 

5.2                                 Interruption of Standard Services. Tenant agrees that Landlord shall not beliable for failure to supply any heating, air conditioning, elevator,janitorial services, electric current, or any other service described in thisLease during any period when Landlord uses reasonable diligence to restore orto supply such services or electric current, it being further agreed thatLandlord reserves the right to temporarily discontinue such services or any ofthem, or electric current at such times as may be necessary by reason ofaccident, unavailability of employees, repairs, alterations, or improvements,or whenever by reason of strikes, lockouts, riots, acts of God or any otherhappening or occurrence beyond the reasonable control of Landlord. If Landlordis unable to furnish such services or electric current, Landlord shall not beliable for damages to persons or property for any such discontinuance, norshall such discontinuance in any way be construed as a constructive or actualeviction of Tenant or cause an abatement of rent or operate to release Tenantfrom any of Tenant’s obligations

 

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hereunder.Landlord’s obligation to furnish services or electric current shall beconditioned upon the availability of adequate energy sources from the publicutility companies presently serving the Building. Landlord shall have the rightto reduce heating, cooling or lighting within the Premises and in the publicarea in the Building as required by any mandatory or voluntary fuel orenergy-saving program. Furthermore, due to Colorado Energy Code Design Requirements,Tenant hereby acknowledges that it may on certain days experience discomfortwith the heating and air conditioning cycle, and Landlord shall have noresponsibility or liability therefor.

 

IfLandlord fails to provide any essential Building services specifically requiredto be provided by Landlord under the lease (i.e., water, electricity, sewer,elevator service, HVAC, restrooms, loss of life safety systems, failure of firecode compliance), and such interruption of servicerenders the Premises or any portion of the Premises untenantable for a periodof five (5) consecutive business days following Landlord’s receipt of writtennotice from Tenant of such interruption of service, the Rent shall abate inproportion to the area of the Premises that is rendered untenantable. Suchabatement period shall commence upon the expiration of said five (5) businessday period. No such abatement shall be provided if such interruption of serviceis caused by the negligence or willful misconduct of Tenant, its agents,employees, contractors, subtenants, invitees or assignees or by an act of God,or by matters not within the control of Landlord (including without limitationthe interruption of electrical service to the Building through no fault ofLandlord). The Premises shall be considered untenantable if Tenant cannot usethe Premises or portion thereof affected in the conduct of its normal businessoperations as a result of said interruption of service to the Premises. It isagreed and understood that Tenant shall not use or be entitled to use the Premises or portion thereof affected to conduct its normal businessoperations during any day for which Landlord is obligated to abate renthereunder. The abatement herein provided shall he Tenant’s sole and exclusiveremedy for interruption of service. Landlord agrees to use its reasonableefforts to restore such services as soon as possible. Tenant agrees to fullycooperate with Landlord in remedying any such interruption of essentialBuilding services. The terms and conditions of this Section 5 shall notapply to situations contemplated under provisions of the Lease pertaining tocondemnation, eminent domain, damage or destruction elsewhere described in theLease.

 

5.3                                 Services Paid by Tenant.Unless otherwise provided by Landlord, Tenant shall separately arrange with theapplicable local public authorities or utilities, as the case may be, for thefurnishing of and payment for all telephone services as may be required byTenant in the use of the Premises. Tenant shall directly pay for such telephoneservices, including the establishment and connection thereof, at the ratescharged for such services by said authority or utility, and the failure ofTenant to obtain or to continue to receive such services for any reason whatsoever shall not relieve Tenant of any of its obligationsunder this Lease.

 

5.4                                 Above-Standard Service Requirements.if heat - generating machines or equipment, including telephone equipment,cause the temperature in the Premises, or any part thereof, to exceed thetemperatures the Building’s air conditioning system would be able to maintainin such Premises were it not for such heat generating equipment, then Landlordreserves the right to install supplementary air conditioning units in thePremises, and the cost thereof, including the cost of installation and the costof operation and maintenance thereof, shall be paid by Tenant toLandlord upon demand by Landlord.

 

Tenantshall not, without the written consent of Landlord, not to be unreasonablywithheld, use any apparatus or device which will in any way increase the amountof electricity or water which Landlord determines to be reasonable for use ofthe Premises as general office space, nor connect with electric current (exceptthrough existing electrical outlets in the Premises) or water pipes any apparatusor device for the purposes of using electric current, other energy or water.Landlord shall have the right to install one or more separately submeteredelectrical circuits to serve all of Tenant’s equipment, machinery or applianceswhich equipment, machinery or appliances requires electrical current suppliedto the Premises for general office purposes as the same is determined by Landlordwhich costs of submetering shall be payable by Tenant to Landlord upon demand.Tenant agrees to reimburse Landlord for the submeteredelectrical current utilized by Tenant at the rates charged toLandlord to purchase electrical current for the Building, such reimbursement tobe made

 

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withinfifteen (15) days of the date of the billing therefor; such billing to occur nomore frequently than monthly.

 

5.5                                 Cleaning. Tenant shall not provideany janitorial or cleaning services without Landlord’s written consent not to be unreasonably withheld, and then only subject to supervision of Landlord,at Tenant’s sole responsibility, and by a janitorial or cleaning contractor or employees at all times satisfactory to Landlord.Landlord shall provide janitorial and cleaning services substantially as setforth on **Exhibit E**.

 

5.6                                 Re-Lamping. Landlord shall have the exclusive right to make any replacement ofelectric light bulbs, fluorescent tubes and ballasts in the Building throughoutthe Primary Lease Term and any renewal thereof. Landlord may adopt a system ofrelamping and reballasting periodically on a group basis in accordance withgood management practice.

 

**ARTICLE6 - TENANT REPAIR**

 

6.1                                 Damage by Tenant.If the Building, the Premises or any portion thereof including but not limitedto the elevators, boilers, engines, pipes and other apparatus, or members ofelements of the Building (or any of them) used for the purpose of climatecontrol of the Building or operating the elevators, or if the water pipes,drainage pipes, electric lighting or other equipment of the Building or the roofor outside walls of the Building or parking facilities of Landlord and alsoTenant Finish including but not limited to the carpet, wall covering, doors andwoodwork, become damaged or are destroyed through the negligence, carelessnessor misuse of Tenant, its servants, agents, employees or anyone permitted byTenant to be in the Building, or through him or them, then the cost of thenecessary repairs, replacements or alterations shall be borne by Tenant whoshall forthwith pay the same on demand to Landlord as Additional Rent. Landlordshall have the exclusive right, but not the obligation, to make any repairsnecessitated by such damage.

 

6.2                                 Maintenance. Tenant shall keep thePremises in as good order, condition and repair as when they were entered upon,ordinary wear and tear excepted. IfTenant fails to keep the Premisesin such good order, condition and repair as required hereunder to thesatisfaction of Landlord, Landlord may restore the Premises to such good orderand condition and make such repairs without liability to Tenant for any loss ordamage that may accrue to Tenant’s property or business by reason thereof, andupon completion thereof, Tenant shall pay to Landlord, as Additional Rent, upondemand, the cost of restoring the Premises to such good order and condition andof the making of such repairs.

 

6.3                                 Good Condition.Tenant shall leave the Premises at the end of each Business Day in a reasonablytidy condition for the purpose of allowing the performance of Landlord’scleaning services hereinafter described.

 

6.4                                 Surrender. Tenant shall deliver, atthe expiration of the Term hereof or upon sooner termination of the Term, thePremises in good repair as aforesaid and in a state of broom cleanliness,reasonable wear and tear excepted. At all times during the term of this Lease,Tenant shall ensure that all wiring and cabling that it installs within thePremises or Building complies with all provisions of local fire and safetycodes, as**well as with the National Electric Code. Further, upon the expiration orsooner termination of the Term, Tenant shall remove all wiring and cablingwithin the Premises and the Building (including the plenums, risers androoftop) placed there by or at the direction of Tenant, unless excused inwriting by Landlord. Without limitation to the remedies available to Landlordin the event that Tenant fails to comply with the terms and conditions of thissubsection, Tenant shall forfeit such sums from the Security Deposit (orotherwise pay to Landlord) an amount that Landlord reasonably believesnecessary for the removal and disposal of any such wires and cabling.

 

6.5                                 Broken Glass. Tenant shall pay ondemand the cost of replacement with identical quality, size and characteristicsof glass broken on the Premises, including glass windows and doors of thePremises (excluding perimeter windows in the exterior walls) during thecontinuance of this Lease, unless the glass shall be broken by Landlord, itsservants, employees or agents acting on its behalf.

 

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**ARTICLE7 - ASSIGNMENT AND SUBLETTING**

 

7.1                                 Landlord’s Consent. Tenant shall not sell, assign, encumber,mortgage or transfer this Lease or any interest therein, sublet or permit theoccupancy or use by others of the Premises or any part thereof, or allow anytransfer hereof of any lien upon Tenant’s interest by operation of law orotherwise (collectively, a “Transfer”) without the prior written consentof Landlord, which consent shall not be unreasonably withheld. Without limitingLandlord’s right to withhold such consent, the withholding of such consent maybe based upon, but not limited to, the following:

 

(a)                                  In the reasonable judgment of Landlord, thesubtenant or assignee (A) is of a character or engaged in a business, orproposes to use the Premises in a manner which is not in keeping with thestandards of Landlord for the Building, or (B) has an unfavorablereputation or credit standing;

 

(b)                                 Either the area of the Premises to be subletor the remaining area of the Premises is not regular in shape with appropriatemeans of ingress or egress suitable for normal renting purposes;

 

(c)                                  Tenant is in Default under this Lease;

 

(d)                                 [Intentionally Omitted];

 

(e)                                  The proposed sublessee or assignee is a personor entity with whom Landlord is then negotiating to lease space in theBuilding; or

 

(f)                                    The proposed assignment or sublease instrumentdoes not have the substance or form which is reasonably acceptable to Landlord.

 

IfLandlord consents to such sublet or assignment, such consent shall be expresslycontingent upon Tenant’s payment to Landlord, as Rent, Landlord’s costs andexpenses incurred in connection therewith, including, but not limited to,reasonable attorney’s fees and Landlord’s construction supervision fee, ifapplicable. Any Transfer which is not in compliance with the provisions of thisArticle shall, at the option of Landlord, be void and of no force oreffect.

 

7.2                                 Notice to Landlord.  Tenantshall provide written notice of the proposed assignee, sublettee or transferee,as applicable, which notice shall provide Landlord with (i) the name andaddress of the proposed subtenant, assignee, pledgee, mortgagee or transferee, (ii) areasonably detailed description of such person or entity’s business, (iii) detailedfinancial references for such person or entity, (iv) a true and completecopy of the proposed sublease, assignment, pledge, mortgage or other conveyanceand all related documentation, and (v) such other information as Landlordmay reasonably require.

 

7.3                                 Landlord’s Right of Recapture.  Tenantshall, by written notice in the form specified in the following sentence,advise Landlord of Tenant’s intention on a stated date (which shall not be lessthan thirty (30) days after date of Tenant’s notice) to sublet, assign, mortgageor otherwise Transfer any part or all of the Premises or its interest thereinfor the balance or any part of the Term, and, in such event, Landlord shallhave the right, to be exercised by giving written notice to Tenant within ten (10) businessdays after receipt of Tenant’s notice, to recapture the space described inTenant’s notice and such recapture notice shall, if given, cancel and terminatethis Lease with respect to the space therein described as of the date stated inTenant’s notice. If Tenant’s notice shall cover all of the space herebydemised, and Landlord shall elect to give the aforesaid recapture notice withrespect thereto, then the Term shall expire and end on the date stated inTenant’s notice as fully and completely as if that date had been hereindefinitely fixed for the expiration of the Term. If, however, this Lease isterminated pursuant to the foregoing with respect to less than the entirePremises, the Base Rent and Additional Rent then in effect shall be adjusted onthe basis of the number of rentable square feet retained by

 

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Tenantin proportion to the original Rentable Area of the Premises, and this Lease asso amended shall continue thereafter in full force and effect. In such event,Tenant shall pay the cost of erecting demising walls and public corridors andmaking other required modifications to physically separate the portion of thePremises remaining subject to this Lease from the rest of the Premises. IfLandlord, upon receiving Tenant’s notice that it intends to sublet or assignany such space, shall not exercise its right to recapture the space describedin Tenant’s notice, Landlord will, as hereinabove provided, determine whetherto approve Tenant’s request to sublet or assign the space covered by its notice.Notwithstanding the above, Landlord’s right of recapture shall not apply to anyentity Tenant desires to sublease to who may be a related or affiliated entityor entity with whom Tenant does mutual business activity.

 

7.4                                 Excess Rent. If Tenant individually, or as debtor or debtor in possession or if atrustee in bankruptcy acting on behalf of Tenant pursuant to the BankruptcyCode, 11 U.S.C. 101 et seq., shall sublet or assign the Premises or any partthereof or assign any interest in this Lease at a rental rate (or additionalconsideration) in excess of the then current Monthly Base Rent and Adjustmentsper rentable square foot, fifty percent (50%) of said excess Rent (oradditional consideration) shall be and become the property of Landlord andshall be paid to Landlord as it is received by Tenant, less Tenant’s reasonablebrokerage (excluding commissions paid to brokers who are Tenant’s affiliates),legal and other expenses (“Tenant’s Costs”) incurred in connection with suchassignment or, in the case of a sublease, less the monthly Proportionate Shareof such Tenant’s Costs as determined by dividing such Tenant’s Costs by thenumber of months in the term of such sublease. If Tenant shall sublet thePremises or any part thereof, Tenant shall be responsible for all actions andneglect of the subtenant and its officers, partners, employees, agents, guestsand invitees as if such subtenant and such persons were employees of Tenant.Nothing in this Section shall be construed to relieve Tenant from theobligation to obtain Landlord’s prior written consent to any proposed sublease.

 

7.5                                 Included Transfers. If Tenant is a partnership, a withdrawal orchange, whether voluntary, involuntary or by operation of law or in one or moretransactions, of partners owning a controlling interest in Tenant shall bedeemed a voluntary assignment of this Lease and subject to the provisions ofthis Article. If Tenant is a corporation, any dissolution, merger,consolidation or other reorganization of Tenant, or the sale, transfer orredemption of a controlling interest of the capital stock of Tenant in one ormore transactions, shall be deemed a voluntary assignment of this Lease andsubject to the provisions of this Article. However, the preceding sentenceshall not apply to corporations the stock of which is traded through a nationalor regional exchange or over-the-counter. Neither this Lease nor any interesttherein nor any estate created thereby shall pass by operation of law or otherwiseto any trustee, custodian or receiver in bankruptcy of Tenant or any assigneefor the assignment of the benefit of creditors of Tenant.

 

7.6                                 No Waiver. The consent by Landlord to any Transfer shall not be construed as awaiver or release of Tenant from liability for the performance of all covenantsand obligations to be performed by Tenant under this Lease, and Tenant shallremain liable therefor, nor shall the collection or acceptance of Rent from anyassignee, subtenant or occupant constitute a waiver or release of Tenant fromany of its obligations or liabilities under this Lease. Any consent givenpursuant to this Article shall not he construed as relieving Tenant fromthe obligation of obtaining Landlord’s prior written consent to any subsequentassignment or subletting.

 

7.7                                 [Intentionally Omitted]

 

7.8                              Document Review. All documents utilized by Tenant to evidenceany subletting or assignment for which Landlord’s consent has been requested,shall be subject to prior approval by Landlord or its attorney. Tenant shallpay on demand all of Landlord’s costs and expenses, including reasonableattorney’s fees, incurred in determining whether or not to consent to anyrequested subletting or assignment and for the review and approval of suchdocumentation.

 

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**ARTICLE8 - TRANSFER BY LANDLORD.** In the event of a sale,conveyance, or assignment by Landlord of Landlord’s interest in the Building(other than a transfer for security purposes only), Landlord shall be relievedfrom and after the date specified in any such notice of transfer or assignmentof all of Landlord’s obligations and liabilities accruing thereafter on thepart of Landlord, and Tenant agrees to look only toward such assignee ortransferee of Landlord’s interest, provided Landlord has transferred Tenant’ssecurity deposit (if any).

 

**ARTICLE9 - USE OF PREMISES**

 

9.1                                 Use. Except as expressly permitted by prior written consent of Landlord,the Premises shall not be used other than for the purposes set forth in Article 1.All use of the Premises shall comply with the terms of this Lease and allapplicable laws, ordinances, regulations or other governmental ordinances fromtime to time in existence.

 

9.2                                 Compliance with Rules and Regulations.Tenant and employees and all persons visiting or doing business with Tenant inthe Premises shall be bound by and shall observe the reasonable Rules andRegulations as set forth in **Exhibit D**,attached hereto and made a part hereof, which may, at Landlord’s sole discretion,be promulgated, amended, or expanded from time to time in a non-discriminatorymanor during the Lease term by Landlord relating to the Building and/or thePremises of which notice in writing shall be given to Tenant within thirty (30)days of such clause at which time they will become effective and all such rules andregulations as changed from time to time shall be deemed to be incorporatedinto and form a part of this Lease. Any default in the performance orobservance of such rules and regulations shall be a default hereunder andLandlord shall have all remedies provided for in this Lease in the event of default by Tenant, Landlord however, shall not be responsibleto Tenant for nonobservance by any other tenant or person of anytenant or person of any such rules and regulations. Landlord shall enforcesuch rules and regulations on a non-discriminatory basis.

 

9.3                                 Hazardous Substance.The term “Hazardous Substances,” as used in this lease shall meanpollutants, contaminates, toxic or hazardous wastes, or any other substancesthe use and/or the removal of which is required or the use of which is restricted, prohibited or penalized by any“Environmental Law,” which term shall mean any federal, state orlocal law, ordinance or other statute of a governmental orquasi-governmental authority relating to pollution or protection of theenvironment. Tenant hereby agrees that (i) no activity will be conductedon the Premises that will produce any Hazardous Substance, except for suchactivities that are part of the ordinary course of Tenant’s business activities(the “Permitted Activities”) provided said Permitted Activities are conductedin accordance with all Environmental Laws and have been approved in advance inwriting by Landlord; Tenant shall be responsible for obtaining any requiredpermits and paying any fees and providing any testing required by anygovernmental agency; (ii) the Premiseswill not be used in any mannerfor the storage of any Hazardous Substances except for the temporary storage ofsuch materials that are used in the ordinary course of Tenant’s business (the“Permitted Materials”) provided such Permitted Materials are properly stored ina manner and location meeting all Environmental Laws and approved in advance inwriting by Landlord; Tenant shall be responsible for obtaining any requiredpermits and paying any fees and providing any testing required by anygovernmental agency; (iii) no portion of the Premises will be usedas a landfill or a dump; (iv) Tenant will not install any undergroundtanks of any type; (v) Tenant will not allow any surface or subsurfaceconditions to exist or come into existence that constitute, or with the passageof time may constitute a public or private nuisance; (vi) Tenant will notpermit any Hazardous Substances to be brought into the Premises, except for thePermitted Materials described below, and if so brought or found locatedthereon, the same shall be immediately removed, with properdisposal, and all required cleanup procedures shall be diligently undertakenpursuant to all Environmental Laws. Landlord or Landlord’s representative shallhave the right but not the obligation to enter the Premises for the purpose ofinspecting the storage, use and disposal of Permitted Materials to ensurecompliance with all Environmental Laws. Should it be**determined, in Landlord’s sole opinion, that said Permitted Materialsare being improperly stored, used, or disposed of, then Tenant shallimmediately take such corrective action as requested by Landlord. Should Tenantfail to take such

 

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correctiveaction within 24 hours. Landlord shall have the right to perform such work andTenant shall promptly reimburse Landlord for any and all costs associated withsaid work. If at any time during or after the term of the lease, the Premisesis found to be so contaminated or subject to said conditions that wereintroduced by Tenant or its agents, employees or contractors, Tenant shalldiligently institute proper and thorough cleanup procedures at Tenant’s solecost, and Tenant agrees to indemnify and hold Landlord harmless from all claims,demand, actions, liabilities, costs, expenses, damages and obligations of anynature arising from or as a result of the use of the Premises by Tenant. Theforegoing indemnification and the responsibilities of Tenant shall survive thetermination or expiration of this Lease.

 

Landlordwill indemnify, defend and hold Tenant harmless from and against any claim,cost, damage, expense (including without limitation reasonable attorneys’ feesand costs of defense but excluding indirect or consequential damages), loss,liability, or judgment now or hereafter arising as a result of any claimassociated with any required clean-up or other actions arising from theexistence or release of Hazardous Material on, in or under the Premisesreleased by Landlord or a person or entity acting under the authority ofLandlord, or otherwise accruing prior to the Commencement Date, to the extentnot otherwise caused or aggravated by the act or neglect of Tenant or Tenant’sagents, employees or contractors.

 

**ARTICLE10 - INSURANCE**

 

10.1                         Tenant’s Insurance.Tenant shall, during the Lease Term, procure at its expense and keep in forcethe following insurance:

 

(a)                                  Commercial general liability insurance namingLandlord as an additional insured against any and all claims for bodily injuryand property damage occurring in, or about the Premises arising out of Tenant’suse and occupancy of the Premises. Such insurance shall have a combined singlelimit of not less than One Million Dollars ($1,000,000) per occurrence with aTwo Million Dollar ($2,000,000) aggregate limit and excess umbrella liabilityinsurance in the amount of Two Million Dollars ($2,000,000). If Tenant hasother locations that it owns or leases the policy shall include an aggregatelimit per location endorsement. Such liability insurance shall be primary andnot contributing to any insurance available to Landlord and Landlord’sinsurance shall be in excess thereto. In no event shall the limits of suchinsurance be considered as limiting the liability of Tenant under this lease.

 

(b)                                 Personal property insurance insuring allequipment, trade fixtures, inventory, fixtures and personal property located onor in the Premises for perils covered by the causes of loss - special form (allrisk) and in addition, coverage for flood, earthquake and boiler and machinery(if applicable). Such insurance shall be written on a replacement cost basis inan amount equal to one hundred percent (100%) of the full replacement value ofthe aggregate of the foregoing.

 

(c)                                  Workers’ compensation insurance in accordancewith statutory law and employers’ liability insurance with a limit of not less than$100,000 per employee and $500,000 per occurrence.

 

(d)                                 Business interruption insurance in suchamounts as will reimburse Tenant for direct or indirect loss of earningsattributable to all perils commonly insured against by prudent tenants orattributable to prevention of access to the Premises or to the Building as aresult of such perils.

 

(e)                                  If Tenant performs any work on the Premises,prior to the commencement of any such work, Tenant shall deliver to Landlordcertificates issued by insurance companies qualified to do business in theState of Colorado, evidencing that workmen’s compensation and public liabilityinsurance and property damage insurance, all in the amounts satisfactory toLandlord, are in force and effect and maintained by all contractors andsubcontractors engaged by Tenant to perform such work.

 

(f)                                    Such other insurance as Landlord deemsnecessary and prudent or required by Landlord’s

 

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beneficiariesor mortagagees of any deed of trust of mortgage encumbering the Premises.

 

Thepolicies required to be maintained by Tenant shall be with companies rated AXor better in the most current issue of Best’s Insurance Reports. Insurers shallbe licensed to do business in the state in which the Premises are located anddomiciled in the USA. Any deductible amounts under any insurance policies requiredhereunder shall not exceed $1,000. Certificates of insurance (certified copiesof the policies may be required) shall be delivered to Landlord prior to thecommencement date and annually thereafter at least thirty (30) days prior tothe expiration date of the old policy. Tenant shall have the right to provideinsurance coverage which it is obligated to carry pursuant to the terms hereofin a blanket policy, provided such blanket policy expressly affords coverage tothe Premises and to Landlord as required by this Lease. Each policy ofinsurance shall provide notification to Landlord at least thirty (30) daysprior to any cancellation or modification to reduce the insurance coverage.

 

10.2                           Waiver of Subrogation. The partieshereto agree that any and all fire, extended coverage and/or property damageinsurance which is required to be carried by either shall be endorsed with asubrogation clause, substantially as follows: “This insurance shall not be invalidatedshould the insured waive, in writing prior to a loss, any and all right ofrecovery against any party for loss occurring to the property describedtherein”; and each party hereto waives all claims for recovery from the otherparty, its officers, agents or employees for any loss or damage (whether or notsuch loss or damage is caused by negligence of the other party), andnotwithstanding any provisions contained in this Lease to the contrary to anyof its real or personal property insured under valid and collectible insurancepolicies to the extent of the collectible recovery under such insurance.

 

10.3                           Insurance By Landlord. Landlord shall, during the Lease Term,procure and keep in force the following insurance, the cost of which shall bedeemed as Additional Rent and payable as an Operating Expense:

 

(a)                                Property insurance insuring the building andimprovements and rental value insurance for perils covered by the causes ofloss - special form (all risk) and in addition coverage for flood, earthquakeand boiler and machinery (if applicable). Such coverage (except for flood andearthquake) shall be written on a replacement cost basis equal to ninetypercent (90%) of the full insurable replacement value of the foregoing andshall not cover Tenant’s equipment, trade fixtures, inventory, fixtures orpersonal property located on or in the Premises.

 

(b)                               Commercial general liability insurance againstany and all claims for bodily injury and property damage occurring in or aboutthe Building or the Land. Such insurance shall have a combined single limit ofnot less than One Million Dollars ($1,000,000) per occurrence per location witha Two Million Dollar ($2,000,000) aggregate limit.

 

(c)                                Such other insurance as Landlord deemsnecessary and prudent or required by Landlord’s beneficiaries or mortgagees ofany deed of trust or mortgage encumbering the Premises.

 

**ARTICLE 11- OBSERVANCE OF LAW**

 

11.1                           Law. Tenant, at Tenant’s sole expense, shall comply with all laws, rules,orders, ordinances, directions, regulations and requirements of federal, state,county and municipal authorities now in force or which may hereafter be inforce, which shall impose any duty upon Landlord or Tenant with respect to theuse, occupation or alteration of the Premises, and that Tenant shall use allreasonable efforts to fully comply with the Americans With Disabilities Act(“ADA”) within the Premises. Landlord shall be responsible for compliance withthe ADA in the common areas of the Building.

 

Notwithstandingthe foregoing, Landlord shall make all alterations so that the bathroomsassociated

 

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withthe Premises comply with the ADA. If such alterations are necessitated byTenant’s use, occupation or alteration of the Premises, then Tenant shall paythe reasonable costs of Landlord’s work within thirty (30) days followingdemand therefor. If such alterations are not necessitated by use, occupation oralteration of the Premises (i.e., are generally applicable to the Building),then Landlord shall include the applicable costs as an Operating Expense sharedgenerally among the tenants of the Building.

 

11.2                           Taxes. Tenant shall fully andtimely pay all business and other taxes, charges, rates, duties, assessmentsand license fees levied, rates imposed, charged or assessed against or inrespect of Tenant’s occupancy of the Premises or in respect of the personalproperty, trade fixtures, furniture and facilities of Tenant or the business orincome of Tenant on and from the Premises, if any, as and when the same shallbecome due, and to indemnify and hold Landlord harmless from and against allpayment of such taxes, charges, rates, duties, assessments and license fees andagainst all loss, costs, charges and expenses occasioned by or arising from anyand all such taxes, rates, duties, assessments and license fees, and topromptly deliver to Landlord for inspection, upon written request of Landlord,evidence satisfactory to Landlord of any such payments.

 

**ARTICLE 12 - WASTE AND NUISANCE**

 

Tenantshall not commit, suffer or permit any waste or damage or disfiguration orinjury to the Premises or common areas in the Building or the fixtures andequipment located therein or thereon, or permit or suffer any overloading ofthe floors thereof and shall not place therein any safe, heavy businessmachinery, computers, data processing machines, or other heavy things withoutfirst obtaining the consent in writing of Landlord and, if requested, byLandlord’s superintending architect, and not use or permit to be used any partof the Premises for any dangerous, noxious or offensive trade or business, andshall not cause or permit any nuisance, noise or action in, at or on thePremises.

 

**ARTICLE 13 - ENTRY BY LANDLORD**

 

Landlordand its agents shall have the right to enter the Premises with notice, unlessin case of an emergency situation, at all reasonable times for the purpose ofexamining or inspecting the same, to supply janitorial services and any otherservices to be provided by Landlord to Tenant hereunder, to show the same toprospective purchasers or tenants (within the last six (6) months of thelease term) of the Building, and to make such alterations, repairs,improvements or additions, whether structural or otherwise, to the Premises orto the Building as Landlord may deem necessary or desirable. Landlord may enterby means of a master key without liability to Tenant except for any failure toexercise due care for Tenant’s property and without affecting this Lease.

 

**ARTICLE 14 - RELEASE, WAIVER AND INDEMNIFICATION**

 

14.01                     Release. To the extent notexpressly prohibited by law, Tenant releases Landlord, its beneficiaries, mortgagees,stockholders, agents (including, without limitation, management agents),partners, officers, servants and employees, and their respective agents,partners, officers, servants and employees (“Related Parties”), from and waivesall claims for damages to person or property sustained by Tenant or by anyoccupant of the Premises or the Building, or by any other person, resultingdirectly or indirectly from fire or other casualty, any existing or futurecondition, defect, matter or thing in the Premises, the Building or any partthereof, or from any equipment or appurtenance therein, or from any accident inor about the Building, or from any act of neglect of any tenant or otheroccupant of the Building or of any other person, other than Landlord or itsagents.

 

14.02                  Tenant’s Indemnification.To the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Related Parties from and againstclaims and liabilities, including reasonable attorneys’ fees, (i) forinjuries to all persons and damage to or theft or misappropriation or

 

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lossof property occurring in or about the Premises arising from Tenant’s occupancyof the Premises or the conduct of its business, or from activity, work, orthing done, permitted or suffered by Tenant, its employees, agents, guests orinvitees in or about the Premises and the Building, or (ii) from anybreach or default on the part of Tenant in the performance of any covenant oragreement on the part of Tenant to be performed pursuant to the terms of thisLease, or (iii) due to any other act or omission of Tenant, its agents,employees, guests or invitees, or (iv) if any person, not a party to thisLease, shall institute an action against Tenant in which Landlord or Landlord’sRelated Parties shall be made a party. Landlord may, at its option, repair suchdamage or replace such loss, and Tenant shall upon demand by Landlord reimburseLandlord for all costs of such repairs, replacement and damages in excess ofamounts, if any, paid to Landlord under insurance covering such damages. In theevent any action or proceeding is brought against Landlord or Landlord’sRelated Parties by reason of any such claims, then, upon notice from Landlord,Tenant covenants to defend such action or proceeding by counsel reasonablysatisfactory to Landlord.

 

14.03                  Tenant’s Fault.If any damage to the Building or any equipment or appurtenance therein, whetherbelonging to Landlord or to other tenants in the Building, results from any actor neglect of Tenant, its agents, employees, guests or invitees, Tenant shallbe liable therefor and Landlord may, at Landlord’s option repair such damage,and Tenant shall, upon demand by Landlord, reimburse Landlord the total cost ofsuch repairs and damages to the Building. If Landlord elects not to repair suchdamage, Tenant shall promptly repair such damages at its own cost and inaccordance with the alteration and lien provisions of this Lease. Broken glassshall be subject to Section 6.5 above.

 

14.04                  Landlord’s Indemnification.Subject only to Sections 14.01 above and 14.05 below, Landlord agrees to indemnify,defend and hold Tenant and its officers, directors, partners and employeesharmless from and against all liabilities, losses, demands, actions, expensesor claims, including attorneys’ fees and court costs but excludingconsequential damages, for injury to or death of any person or for damage toany property to the extent such are determined to be caused by the grossnegligence or willful misconduct of Landlord, its agents, employees, orcontractors in or about the Premises or Building. None of the events orconditions set forth in this paragraph shall be deemed a constructive or actualeviction or entitle Tenant to any abatement or reduction of rent.

 

14.05                  Limitation on Landlord’s Liability.Tenant agrees that in the event Tenant shall have any claim against Landlord orLandlord’s Related Parties under this Lease arising out of the subject matterof this Lease, Tenant’s sole recourse shall be against Landlord’s interest inthe Building, for the satisfaction of any claim, judgment or decree requiringthe payment of money by Landlord or Landlord’s Related Parties as a result of abreach hereof or otherwise in connection with this Lease, and no other propertyor assets of Landlord, Landlord’s Related Parties or their successors orassigns, shall be subject to the levy, execution or other enforcement procedurefor the satisfaction of any such claim, judgment, injunction or decree.

 

**ARTICLE15 - ALTERATIONS**

 

15.1                           Alterations by Tenant.Tenant shall not make, install or erect in or to the Premises any installations,alterations, additions or partitions without submitting the drawings andspecifications to Landlord and obtaining Landlord’s prior written consent ineach instance, which consent may be given or withheld in Landlord’s reasonablediscretion. Furthermore, Tenant shall obtain Landlord’s prior written consentto any change or changes in such drawings or specifications submitted asaforesaid, subject to the payment of the cost to Landlord or having itsarchitects review such plans and changes thereto prior to proceeding with anywork based on such drawings or specifications. All such work shall be performedfree and clear of all mechanic’s liens and Landlord shall have no liability forthe performance of such work, notwithstanding its consent to any plans andspecifications. Provided nevertheless that Landlord may, at its option, atTenant’s expense, require that Landlord’s contractors be engaged for anymechanical, electrical work or other leasehold improvement. Without limitingthe generality of the foregoing, any work performed by or for Tenant shall beperformed by competent workmen whose labor union affiliations are notincompatible with those of any workmen who may

 

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beemployed in the Building by Landlord, its contractors or subcontractors. Inaddition to the above all contractors and subcontractors must meet Landlord’sspecifications, as solely determined by Landlord, for minimum requirements forinsurance, bonds, quality of work, experience and such other reasonablyapplicable factors. Tenant, shall provide Landlord upon request with financialassurances prior to the commencement of alterations, and promptly pay toLandlord’s or Tenant’s subcontractors, as the case may be, when due, the costsof all such work and of all materials, labor and services involved therein and of all decoration and all changes in the Building, itsequipment or services necessitated thereby. Tenant covenants that Tenant willnot suffer or permit during the Lease Term hereof any mechanics’ or other liensfor work, labor, services or materials ordered by Tenant or for the cost ofwhich Tenant may be in any obligated, to attach to the Premises or to theBuilding and that whenever and so often as any such liens shall attach orclaims therefor shall be filed, Tenant shall, within twenty (20) days afterTenant has notice of the claim for lien, procure the discharge thereof bypayment or by giving security or in such other manner as is or may be requiredor permitted by law or which shall otherwise satisfy Landlord. Tenant shall, atits own cost and expense, take out or cause to be taken out any additionalinsurance or bonds reasonably required by Landlord to protect Landlord’s andTenant’s interest during the period of alteration.

 

Atleast five (5) days prior to the commencement of any work permitted to bedone by persons requested by Tenant on the Premises, Tenant shall notifyLandlord of the proposed work and the names and addresses of the persons supplyinglabor and materials for the proposed work so that Landlord may avail itself ofthe provisions of statutes such as Section 38-22-105(2) of theColorado Revised Statutes (1973). During any such work on the Premises,Landlord, or its representatives, shall have the right to go upon and inspectthe Premises at all reasonable times, and shall have the right to post and keepposted thereon notices such as those provided for by Section 38-22-105(2) C.R.S.(1973) or to take any further action which Landlord may deem to be proper forthe protection of Landlord’s interest in the Premises.

 

15.2         Alterations by Landlord. Landlord hereby reserves the right at anytime and from time to time to make changes in, additions to, subtractions fromor rearrangements of the Building, including, without limitation, allimprovements at any time thereof, all entrances and exits thereto, and togrant, modify and terminate easements or other agreements pertaining to the useand maintenance of all or parts of the Building, including, but not limited to,the entrance foyer and lobby, and the common corridors and to make changes oradditions to the pipes, conduits, ducts, utilities and other necessary buildingservices in the Premises which serve other portions of the Building, providedthat prior to the Commencement Date, Landlord may alter the Premises to theextent found necessary by Landlord to accommodate changes in constructiondesign or facilities including major alterations but provided always that thePremises, as altered, shall be in all material aspects comparable to thePremises as defined herein.

 

**ARTICLE16 - SIGNS AND ADVERTISING**

 

Tenantshall not install, paint, display, inscribe, place or affix any sign, picture,advertisements, notice, lettering or direction on any part of the Building orin the interior of the Premises or other portion of the Building. Landlord willprescribe a uniform pattern of identification signs for tenants to be placed onthe outside corridor wall which is near the door leading into the Premises andother than such identification signs, Tenant shall not install, paint, display,inscribe, place or affix, or otherwise attach, any sign, picture,advertisement, notice, lettering or direction on the inside or outside of thePremises for exterior view without the written consent of Landlord.

 

Landlordwill permit Tenant to place its signage in the lobby area of any full-floorthat Tenant leases. Additionally, Landlord will permit Tenant to place itssignage on the glass in the main lobby area of the Building (on a basis of jointidentification with other tenants and occupants) after (i) Tenant isoperating from an entire floor, and (ii) additional space on such glassarea becomes available. All costs associated with the fabrication,installation, maintenance, removal and replacement of such signage shall be thesole responsibility of Tenant. Tenant shall remove such signage and repair anydamage caused thereby, at its sole cost and

 

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expense,upon the expiration or sooner termination of the Lease. The color, content, sizeand other specifications of any such signage shall be in accordance with theterms and conditions of the Lease, and shall be subject to Landlord’s prior approval,which approval shall not be unreasonably withheld, conditioned or delayed. Futher,Tenant shall ensure that all signage complies with any and all applicable localzoning codes and building regulations. Tenant’s rights for signage on the glassin the main lobby shall be subject and subordinate to any agreements betweenLandlord and other tenants, owners or occupants of the Building which are ineffect as of the date of this Lease.

 

**ARTICLE17 - SUBORDINATION TO MORTGAGES AND DEEDS OF TRUST**

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17.1         This Lease and the rightsof Tenant hereunder shall be and are hereby made subject and subordinate to thelien of any mortgages or deeds of trust now or hereafter existing against theBuilding and to all renewals, modifications, consolidations, replacements andextensions thereof and to all advances made, or hereafter to be made, upon thesecurity thereof. Although such subordination shall be self-operating, Tenant, orits successors in interest, shall upon Landlord’s request, execute and deliverupon the demand of Landlord any and all instruments desired by Landlord, subordinating,in the manner reasonably requested by Landlord, this Lease to any such mortgageor deed of trust. If Tenant requests any modifications to such instrument(s), otherthan corrections, Tenant shall pay any reasonable fee required by the lender orother third party. Tenant will execute said instruments within ten (10) daysafter notice from Landlord demanding the execution thereof.

 

Shouldany mortgage or deed of trust affecting the Building be foreclosed, then:

 

(a)           Theliability of the mortgagee, beneficiary or purchaser at such foreclosure saleshall exist only so long as such mortgagee, beneficiary or purchaser is theowner of the Building and such liability shall not continue or survive afterfurther transfer of ownership; and

 

(b)           Tenantshall be deemed to have attorned, as Tenant under this Lease, to the purchaserat any foreclosure sale thereunder, and this Lease shall continue in full forceand effect as a direct lease between and binding upon Tenant and such purchaserat any foreclosure sale.

 

As used in this Section “mortgagee” and “beneficiary” shall includesuccessors and assigns of any such party, whether immediate or remote, thepurchaser of any mortgage or deed of trust, whether at foreclosure or otherwise,and the successors, assigns and mortgagees and beneficiaries ofsuch purchaser,whether immediate or remote.

 

Landlord,at the written request of Tenant, agrees to request any mortgagee orbeneficiary to enter into a non-disturbance agreement with Tenant, in a formsatisfactory to such mortgagee or beneficiary, stating that Tenant’s right tothe continued use and possession of the Premises shall be under the same termsand conditions as set forth in this Lease provided that at such time Tenant isnot in default of its obligations herein. However, notwithstanding such request,Landlord makes no representations or warranties that such non-disturbanceagreement will be entered into by any beneficiary or mortgagee.

 

**ARTICLE18 - ESTOPPEL CERTIFICATE**

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Tenantagrees that it will from time to time, upon request by Landlord, execute anddeliver to Landlord within ten (10) days after demand therefor an estoppelcertificate in Landlord’s form certifying that this Lease is unmodified and infull force and effect (or if there have been modifications, that the same is infull force and effect as so modified).

 

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**ARTICLE19 - QUIET ENJOYMENT**

** **

Subjectto the terms and provisions of this Lease, Landlord covenants and agrees thatTenant shall peaceably and quietly enjoy the Premises and Tenant’s rightshereunder during the term hereof, without hindrance by Landlord.

 

**ARTICLE20 - FIXTURES**

** **

Anyor all installations, alterations, additions, partitions and fixtures other thanTenant’s trade fixtures in or upon the Premises, whether placed there by Tenantor Landlord, shall, immediately upon such placement, become the property ofLandlord without compensation therefor to Tenant. Notwithstanding anythingherein contained, Landlord shall be under no obligation to repair, maintain orinsure such installations, alterations, additions, partitions and fixtures oranything in the nature of a leasehold improvement made or installed by or onbehalf of Tenant. As a condition to Landlord’s consent to any improvement (otherthan the initial improvements made by Landlord pursuant to the Work Letter; provided,however, Tenant must remove all cabling upon the expiration or soonertermination of the Term, as more fully set forth in Section 6.4 above), Landlordmay elect that any or all installations made or installed by or on behalf ofTenant be removed at the end of the Lease Term and, if Landlord so elects, itshall be Tenant’s obligation to restore the Premises to the conditions theywere in previous to such alterations, installations, partitions and fixtures onor before the termination of this Lease. Such removal and restoration shall beat the sole expense of Tenant. Under no circumstances shall Landlord requirethat Tenant remove Building-standard improvements (such as paint, carpet andwalls).

 

**ARTICLE21 - DAMAGE OR DESTRUCTION**

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21.1         Casualty. In the event that the Building should be totally destroyed by fire, tornadoor other casualty, or should be so damaged that rebuilding or repairs cannot becompleted within one hundred eighty (180) days after the date of such damage, Landlordmay, at its option, terminate this Lease in which event the rent shall beabated during the unexpired portion of this Lease effective with the date ofsuch damage, or Landlord may proceed to rebuild the Building and the Premises. Inthe event the Building should be damaged by fire, tornado or other casualty, butonly to such extent that rebuilding or repairs in Landlord’s reasonableestimation can be completed within one hundred eighty (180) days after the dateof such damage, or if the damage cannot be repaired within such time frame butLandlord does not elect to terminate this Lease, in either such event, Landlordshall, within sixty (60) days after the date of such damage commence to rebuildor repair the Building and shall proceed with reasonable diligence to restorethe Building to substantially the same condition in which it was immediatelyprior to the happening of the casualty, except that Landlord shall not berequired to rebuild, repair or replace any part of the partitions, fixtures andother improvements which may have been placed by Tenant or other tenants withinthe Building. In the event any mortgagee under a deed of trust, securityagreement or mortgage on the Building should require that the insuranceproceeds be used to retire the mortgage debt, Landlord shall have no obligationto rebuild and if Landlord so elects, this Lease shall terminate upon notice toTenant. Unless otherwise provided in this Lease, any insurance which may becarried by Landlord or Tenant against loss or damage to the Building or to thePremises shall be for the sole benefit of the party carrying such insurance andunder its sole control. Tenant may terminate this Lease if such damage occursduring the last year of the Term (as may be extended), such damage was notcaused by Tenant, and in Landlord’s reasonable opinion such damage causes thePremises to be untenable for a period of in excess of ninety (90) days.

 

21.2         Casualty Caused by Tenant. If fire or other casualty causing injury tothe Premises or other parts of the Building shall have been caused by thenegligence or misconduct of Tenant, its agents, servants or employees, suchinjury may be repaired by Landlord at the expense of Tenant.

 

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**ARTICLE22 - CONDEMNATION**

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22.1         Eminent Domain. Ifmore than twenty percent (20%) of the Rentable Area of the Premises is taken byeminent domain, or by conveyance in lieu thereof, and if such taking interferessubstantially with Tenant’s use of the Premises, then this Lease, at the optionof either party evidenced by notice to the other given within thirty (30) daysfrom such taking conveyance, shall forthwith cease and terminate entirely. Inthe event of such termination of this Lease, then rental shall be due and payableto the actual date of such termination. If less than twenty percent (20%) ofthe Rentable Area of the Premises is taken, or if more than twenty percent (20%)of the Premises is taken and neither party terminates this Lease, this Leaseshall cease and terminate as to that portion of the Premises so taken as of thedate of such taking, and the rental thereafter payable under this Lease shallbe abated Proportionate from the date of such taking in an amount by which thatportion of the Rentable Area of the Premises so taken shall bear to theRentable Area of the Premises prior to such taking. If any part of the Buildingshall be taken by eminent domain, or by conveyance in lieu thereof, and if suchtaking substantially interferes with Landlord’s ownership or use of theBuilding, Landlord, at its option, may upon thirty (30) days’ notice to Tenant,terminate this Lease as of the date of such taking.

 

22.2         Damages. All compensation awardedfor any taking (or the proceeds of private sale in lieu thereof) of thePremises or Building shall be the property of Landlord and Tenant herebyassigns its interest in any such award to Landlord; provided, however, Landlordshall have no interest in any award made to Tenant for the taking of Tenant’sfixtures and other personal property or moving expenses if a separate award forsuch items is made to Tenant.

 

22.3         Restoration. If both Landlord andTenant elect not to terminate this Lease, Tenant shall remain in that portionof the Premises which shall not have been appropriated or taken as hereinprovided, and Landlord agrees, at Landlord’s sole cost and expense, to, as soonas reasonably possible, restore the remaining portion of the Premises to acomplete unit of like quality and character as existed prior to suchappropriation or taking.

 

**ARTICLE23 - LOSS AND DAMAGE AND DELAY**

 

23.1         Loss and Damage. Landlordshall not be liable or responsible in any way for:

 

(a) anydeath or injury arising from or out of any occurrence in, upon or at theBuilding or for damage to property of Tenant or others located on the Premises,nor shall it be responsible in any event for damage to any property of Tenantor others from any cause whatsoever, unless such damage, loss, injury or deathresults from the intentional misconduct or sole negligence of Landlord, itsagents, servants or employees. Without limiting the generality of the foregoing,Landlord shall not be liable for any injury or damage to persons or propertyresulting from fire, explosion, falling plaster, steam, gas, electricity, water,rain, snow or leaks from any part of the Premises or from the pipes, appliances,plumbing works, roof, street, or subsurface of any floor or ceiling or from anyother place or because of dampness or climatic conditions from any other causeof whatsoever kind, except to the extent caused by Landlord’s negligence orwillful misconduct (subject to applicable limitations on liability and waiversof subrogation). Landlord shall not be liable for any damage whatsoever causedby any other tenant or persons in or about the Building, or by an occupant ofadjacent property thereto, or the public, or construction of any private, publicor quasi-public work. All property of Tenant kept or stored on the Premisesshall be kept or stored at the risk of Tenant only and Tenant shall indemnifyLandlord in the event of any claims arising out of damages to the same, includingany subrogation claim by Tenant’s insurers;

 

(b) anyact or omission (including theft, malfeasance or negligence) on the part of anyagent, contractor or person from time to time employed by Landlord to performjanitor services or security services, or repairs or maintenance services, inor about the Premises or the Building, except to the extent caused byLandlord’s negligence or willful misconduct (subject to applicable limitationson liability and waivers of subrogation) (Landlord will act in a commerciallyreasonable manner when engaging contractors); or

 

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(c) lossor damage, however caused, to money, securities, negotiable instruments, papersor other valuables of Tenant, except to the extent caused by Landlord’s negligenceor willful misconduct (subject to applicable limitations on liability and waiversof subrogation).

 

23.2         Delays. Whenever and to theextent that Landlord shall be unable to fulfill, or shall be delayed or restrictedin the fulfillment of, any obligation hereunder in respect to the supply of orprovision for, any service or utility or the doing of any work or the making ofany repairs by reason of being unable to obtain the material, goods, equipment,service, utility or labor required to enable it to fulfill such obligation orby reason of any statute, law or any regulation or order passed or madepursuant thereto or by reason of the order or direction of any administrator, controlleror board, or any governmental department or officer or other authority, or byreason of not being able to obtain any permission or authority required thereby,or by reason of any other cause beyond its control, whether of the foregoingcharacter or not, Landlord shall be entitled to extend the time for fulfillmentof such obligation by a time equal to the duration of such delay or restriction,and Tenant shall not be entitled to compensation for any inconvenience, nuisanceor discomfort thereby occasioned.

 

**ARTICLE24 - DEFAULT AND REMEDIES**

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24.1         Default by Tenant. Thefollowing events shall be deemed to be events of default by Tenant under this Lease:

 

(a)           Tenant shall fail to pay any installment of rent or any other sum due toLandlord as herein provided and such failure shall continue for a period offive (5) days after notice.

 

(b)           Tenant shall fail to comply with any term, provision or covenant of thisLease, other than payment of rent or other sums due to Landlord, and shall notcure such failure within fifteen (15) days after written notice thereof toTenant; provided, however, Tenant shall be granted such additional cure period(not to exceed sixty (60) days, provided that Landlord is not prejudiced bysuch extension and Tenant promptly commences and diligently pursues such cureto completion.

 

(c)           Tenant or any guarantor of Tenant’s obligations under this Lease shall die, cease to exist as a corporation or partnership or beotherwise dissolved or liquidated or become insolvent, or shall make a transferin fraud of creditors, or shall make an assignment for the benefit ofcreditors.

 

(d)           Tenant or any guarantor of Tenant’s obligations under this Lease shallfile a petition under any section or chapter of the national bankruptcy act asamended or under any similar law or statute of the United States or any statethereof; or Tenant or any guarantor of Tenant’s obligations under this Leaseshall be adjudged bankrupt or insolvent in proceedings filed against Tenant orany guarantor of Tenant’s obligations under this Lease.

 

(e)           A receiver or trustee shall be appointed for all of the Premises or forall or substantially all of the assets of Tenant or any guarantor of Tenant’sobligations under this Lease.

 

(f)            Tenant shall abandon or vacate any portion ofthe Premises.

 

24.2         Remedies of Landlord. Uponthe occurrence of any such event of default as set forth in Section 24.1, Landlordshall have the option to pursue any one or more of the remedies listed below orelsewhere in this Lease, or any other remedy available to Landlord at law or inequity, without prejudice to any other such remedy:

 

(a)           Terminate this Lease, in which event Tenant shall immediately surrenderthe Premises to

 

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Landlord,and if Tenant fails to do so, Landlord may, without prejudice to any otherremedy which it may have for possession or arrearages in rent, enter upon andtake possession of the Premises and expel or remove Tenant and any other personwho may be occupying such Premises or any part thereof, by force if necessary, withoutbeing liable for prosecution of any claim of damages therefor.

 

(b)           Enter upon and take possession of the Premises and expel or removeTenant and any other person who may be occupying such Premises or any partthereof, by force if necessary, without being liable for prosecution of anyclaim for damages therefor, and relet the Premises and receive the renttherefor.

 

(c)           Enter upon the Premises, by force if necessary, without being liable forprosecution of any claim for damages therefor, and do whatever Tenant isobligated to do under the terms of this Lease; and Tenant agrees to reimburseLandlord on demand for any expenses which Landlord may incur in thus effectingcompliance with Tenant’s obligations under this Lease, and Tenant furtheragrees that Landlord shall not be liable for any damages resulting to Tenantfrom such action, whether caused by the negligence of Landlord or otherwise.

 

(d)           Alter all locks and other security devices at the Premises withoutterminating this Lease.

 

Inthe event Landlord may elect to regain possession of the Premises by forcibledetainer proceeding, Tenant hereby specifically waives, to the extent permittedby law, any statutory notice which may be required prior to such proceeding, andagrees that Landlord’s execution of this Lease is in part consideration forthis waiver.

 

Exerciseby Landlord of any one or more of the remedies hereunder granted or otherwiseavailable shall not be deemed to be an acceptance of surrender of the Premisesby Tenant, whether by agreement or by operation of law, it being understoodthat such surrender can be effected only by the written agreement of Landlordand Tenant. No such alteration of locks or other security devices and noremoval or other exercise of dominion by Landlord over the property of Tenantor others at the Premises shall be deemed unauthorized or constitute aconversion, Tenant hereby consenting, after any event of default, to theaforesaid exercise of dominion over Tenant’s property within the Premises. Allclaims for damages by reason of such reentry and/or repossession and/oralteration of locks or other security devices are hereby waived, as all claimsfor damages by reason of any distress warrant, forcible detainer proceedings, sequestrationproceedings or other legal process, to the extent permitted by law. Tenantagrees that any reentry by Landlord may be pursuant to judgment obtained inforcible detainer proceedings or other legal proceedings or without thenecessity for any legal proceedings, as Landlord may elect, and Landlord shallnot be liable in trespass or otherwise.

 

Inthe event Landlord elects to terminate the Lease by reason of an event ofdefault then notwithstanding such termination, Tenant shall be liable for andshall pay to Landlord, at the address specified for notice to Landlord herein, thesum of all rental and other indebtedness accrued to date of such termination, plus,as damages, an amount equal to the total rental hereunder for the remainingportion of the Lease term (had such term not been terminated by Landlord priorto the date of expiration as stated herein).

 

Inthe event that Landlord elects to repossess the Premises without terminatingthe Lease, then Tenant shall be liable for and shall pay to Landlord at theaddress specified for notice to Landlord herein, all rental and otherindebtedness accrued to the date of such repossession, plus rent required topaid by Tenant to Landlord during the remainder of the Lease term until thedate of expiration of the term as stated herein diminished by any net sumsthereafter received by Landlord through reletting the Premises during suchperiod (after deducting expenses incurred by Landlord as provided below). In noevent shall Tenant be entitled to any excess of any rental obtained byreletting over and above the rental herein reserved. Actions to collect amountsdue by Tenant to Landlord under this subparagraph may be brought from time totime, on one or more occasions, without the necessity of Landlord’s waitinguntil expiration of the Lease term.

 

In the event of any default or breach by Tenant, or threatened oranticipatory breach or default, Tenant shall 

 

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alsobe liable and shall pay to Landlord, in addition to any sums provided to bepaid above, broker’s fees incurred by Landlord in connection with reletting thewhole or any part of the Premises; the costs of removing and storing Tenant’sor other occupants’ property; the costs of repairing, altering, remodeling, orotherwise putting the Premises into condition acceptable to a new tenant ortenants; and all reasonable expenses incurred by Landlord in enforcing ordefending Landlord’s rights and/or remedies, including reasonable attorney’s feeswhether suit was actually filed or not.

 

Inthe event of termination or repossession of the Premises for an event or default,Landlord shall not have any obligation to relet or attempt to relet thePremises or any portion thereof, or to collect rental after reletting; and in the event of reletting, Landlord may relet the whole or any portion ofthe Premises for any period to any Tenant and for any use or purpose.

 

24.3         Landlord’s Performance of Tenant’s Duties. IfTenant shall fail to make any payment or cure any default hereunder within thetime herein permitted, Landlord, without being under anyobligation to do so and without thereby waiving such default, may make suchpayment and/or remedy such other default for the account of Tenant (and enterthe Premises for such purpose), and thereupon Tenant shall be obligated to, andhereby agrees to pay Landlord upon demand all costs. expenses and disbursements,including reasonable attorney’s fees incurred by Landlord in taking suchremedial action.

 

24.4         No Prejudice. Landlord is entitled toaccept, receive in cash or deposit any payment made by Tenant for any reason orpurpose or in any amount whatsoever, and apply the same at Landlord’s option toany obligation of Tenant and the same shall not constitute payment of anyamount owed except that to which Landlord has applied the same. No endorsementor statement on any check or letter of Tenant shall be deemed an accord andsatisfaction or recognized for any purpose whatsoever. The acceptance of anysuch check or payment shall be without prejudice to Landlord’s rights torecover any and all amounts owed by Tenant hereunder and shall not be deemed tocure any other default nor prejudice Landlord’s rights to pursue any otheravailable remedy.

 

24.5         Interest on Late Payments. Any rent (whether BaseRent or Additional Rent) or other amount due from Tenant to Landlord under thisLease not paid when due shall bear interest from the date due until the datepaid at the rate of two percent (2%) per month or the maximum available perusury law, but the payment of such interest shall not excuse or cure anydefault by Tenant under this Lease. Failure to charge or collect such interestin connection with any one or more such late payments shall not constitute awaiver of Landlord’s right to charge and collect such interest in connectionwith any other or similar or like late payments.

 

24.6         Late Payment Charge. Inaddition to interest and other amounts, in the event any rent or other amounts owinghereunder are not paid within five (5) days after the due date, thenLandlord and Tenant agree that Landlord will incur additional administrativeexpenses, the amount of which will be difficult if not impossible to determine.Notwithstanding the foregoing, Tenant shall be entitled to written notice and afive (5) day cure period on two (2) occasions during any twelve (12) monthperiod, not to exceed a total of five (5) such notices, before such late feeis assessed. Accordingly, in addition to such required payment, Tenant shallpay to Landlord an additional one time late charge for any such late payment inthe amount of five percent (5%) of the amount of such late payment.

 

24.7         Remedies Cumulative. Allof Landlord’s rights and remedies under this Lease shall be cumulative with andin addition to any and all rights and remedies which Landlord may have at lawor equity. Any specific remedy provided for in any provision of this Leaseshall not preclude the concurrent or consecutive exercise of a remedy providedfor in any other provision hereof.

 

24.8         Landlord’s Default. Landlord shall not be deemed in default hereunderunless Tenant shall have given Landlord written notice of such defaultspecifying such default with particularity and Landlord shall thereupon havethirty (30) days in which to cure any default unless such default cannotreasonably be cured within such 

 

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period wherein Landlord shall not be in default if it commences to curethe default within the thirty (30) day period and diligently pursues completion of same. In the event of any default, Tenant agreesthat its exclusive remedy shall be an action for damages.

 

24.9         Personal Property Lien. Policy Studies Inc. (the “Borrower”) has entered into a Credit andSecurity Agreement with Key Bank National Association (the “Lender”) underwhich the Lender holds a first priority security interest in all of theBorrower’s personal property of every kind and nature including withoutlimitation all inventory, accounts, equipment, general intangibles, instruments,documents, and investment property of the Borrower, whether now owned orhereafter acquired, all together with all substitutions and replacements forand products and proceeds thereof (the “Collateral”). The interests of theLandlord under the lease, if any, in the personal property of the Borrower aresubject to the Lender’s prior interest in the Collateral under the CreditAgreement. Landlord’s obligations to the Lender with respect to the Collateralon the Premises under the lease are not greater than the Landlord’s obligationto the Borrower with respect to the Collateral under the terms of the Lease. Underno circumstances shall the term “Collateral” be deemed to include any leaseholdimprovements, including, without limitation, light fixtures, floor coverings, plumbing,HVAC, and other similar items.

 

**ARTICLE 25 - HOLDING OVER**

 

25.1         If Tenant shall continue to occupy andcontinue to pay rent for the Premises after the expiration of this Lease withor without the consent of Landlord, and without any further written agreement, Tenantshall be a tenant from month to month at a monthly Base Rent equal to onehundred fifty percent (150%) of the last full monthly base rent payment duehereunder, and subject to all of the****additional rentals, terms and conditionsherein set out except as to expiration of the Lease Term. Such holding over maybe terminated by Landlord or Tenant upon fifteen (15) days’ notice. In theevent that Tenant fails to surrender the Premises upon termination orexpiration of this Lease or such month to month tenancy, then Tenant shallindemnify Landlord against loss or liability resulting from any delay of Tenantin not surrendering the Premises, including, but not limited to, any amountsrequired to be paid to third parties who were to have occupied the Premises andany attorney’s fees related thereto.

 

**ARTICLE 26 - NOTICE**

 

26.1         Notice. Any notice, request, statementor other writing pursuant to this Lease shall be deemed to have been given ifsent by registered or certified mail, postage prepaid, return receipt requestedor delivered by hand to the party at the addresses set forth in Article 1.Such notice shall be deemed to have been received by Landlord or Tenant, as thecase may be, on the second business day after the date on which it shall havebeen so mailed.

 

26.2         Change of Address. Anyparty may, by notice to the other, from time to time, designate another addressin the****United States, which notices mailed more than ten (10) daysthereafter shall be addressed.

 

**ARTICLE 27 - SECURITY DEPOSIT**

 

Tenanthas deposited the Security Deposit with Landlord as security for the****performance by Tenant of all of the terms, covenants, and conditionsrequired to be performed by it hereunder. The undisputed portion of such sumshall be returned to Tenant within thirty (30) days following the expiration ofthe Lease Term and delivery of possession of the Premises to Landlord if, atsuch time, Tenant has fully performed all such terms, covenants and conditions.Prior to the time when Tenant is entitled to the return of the Security Deposit,Landlord shall be entitled to intermingle such deposit with its own funds and touse same for such purposes as Landlord may determine. Tenant shall not beentitled to any interest on the security deposit. In the event of default byTenant in performing any of its obligations under this Lease, Landlord may, inaddition to any other right or remedy available to Landlord hereunder, use, apply,or retain all or any part of this Security Deposit for the

 

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paymentof any unpaid rent or for any other amount which Landlord may he required to expendby reason of the default of Tenant. including any damages or deficiency in thereletting of the Premises or any attorney’s fees associated therewith, regardlessof whether the accrual of such damages or deficiency occurs before or after aneviction. If a portion of the Security Deposit is used or applied by Landlordduring the term hereof, Tenant shall, upon five (5) days written demand, depositwith Landlord an amount sufficient to restore the Security Deposit to itsoriginal amount.

 

**ARTICLE28 - REAL ESTATE BROKERS**

** **

Tenantrepresents and warrants that Tenant has dealt directly with (and only with) thereal estate brokers listed in Article I above in connection with thisLease, and that insofar as Tenant knows, no other broker, real estate agent, orsimilar individual or entity negotiated or participated in the negotiations ofthis Lease, or submitted or showed the Premises, or is entitled to anycommission in connection herewith and Tenant agrees to indemnify Landlordagainst any liability arising therefrom including reasonable attorney’s fees.

 

**ARTICLE29 - MISCELLANEOUS PROVISIONS**

** **

29.1         Captions. The captions used hereinare for convenience only and do not limit or amplify the provisions hereof. Wheneverthe singular is used the same shall include the plural, and words of any gendershall include the other gender.

 

29.2         Waiver. One or more waivers ofany covenant, term or condition of this Lease by either party should not beconstrued as a waiver of a subsequent breach of the same covenant, term or condition.The consent or approval by either party shall not be construed as a waiver of asubsequent breach of the same covenant, term or condition. The consent orapproval by either party to or of any act by the other party requiring suchconsent or approval should not be deemed to waive or render unnecessary consentto or approval of any subsequent similar act.

 

29.3         Entire Agreement. ThisLease contains the entire agreement between the parties and no agreement shallbe effective to change, modify or terminate this Lease in whole or in partunless such agreement is in writing and duly signed by the parties hereto.

 

29.4         Severability. The invalidity orunenforceability of any provision hereof shall not affect or impair any otherprovision.

 

29.5         Modification. Should any mortgagee orbeneficiary under a deed of trust require a modification of this Lease, whichmodification will riot bring about any increased cost or expense to Tenant orwill in any way substantially change the rights and obligations of Tenanthereunder, then and in such event, Tenant agrees that this Lease may be somodified.

 

29.6         Governing Law. ThisLease shall be governed by and construed pursuant to the laws of the State of Colorado.

 

29.7         Successors and Assigns. Thecovenants and conditions herein contained shall inure to and bind the respectiveheirs, permitted successors, executors, administrators and assigns of theparties hereto, and the terms “Landlord” and “Tenant” shall include thepermitted successors and assigns of either such party, whether immediate orremote, except as otherwise specifically set forth in this Lease to thecontrary.

 

29.8         Authorization to Execute. Inthe event Tenant hereunder shall be a corporation, the parties executing thisLease on behalf of Tenant hereby covenant and warrant that Tenant is a dulyqualified corporation and all steps have been taken prior to the date hereof toqualify Tenant to do business in the State of Colorado; all franchise andcorporate taxes have been paid to date, and all future forms, reports, fees andother documents

 

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necessaryto comply with applicable laws will be filed.

 

29.9         Guaranty of Lease. ThisLease shall be guaranteed by such guarantor or guarantors as specified by Landlord,which guarantee(s) shall be on form(s) approved by Landlord andattached hereto as **Exhibit F**.

 

29.10       Approval of Documents. Landlord’sapproval of Tenant’s plans for work performed by Landlord or Tenant in thePremises shall create no responsibility or liability on the part of Landlordfor their completeness, design, sufficiency, or compliance with any laws, rules,or regulations of governmental agencies or authorities.

 

29.11       Financial Statements. Tenantshall, when requested by Landlord from time to time, furnish a true and accurateaudited statement of its financial condition prepared in conformity withgenerally accepted accounting principles (“GAAP”) and in a form reasonablysatisfactory to Landlord. If Tenant does not use GAAP, such financial statementsmust be certified by an officer of Tenant as true, accurate and complete. Withoutlimitation to the generality of the foregoing, Landlord may request suchfinancial information in the event of any default by Tenant, if requested byany potential or actual lender or purchaser, or for any other legitimatebusiness purpose.

 

29.12       Force Majeure.Neither Landlord nor Tenant shall beconsidered in default or breach of any of the terms, covenants and conditionsof this Lease on either party’s part to be performed (other than Tenant’sobligation to pay Base Rent or Additional Rent) if either party fails to timelyperform same and such failure is due in whole or in part to any strike, lockout,labor trouble (whether legal or illegal), civil disorder, inability to procurematerials, failure of power, restrictive governmental laws and regulations, riots,insurrections, war, fuel shortages, accidents, actualities, Acts of God, actscaused directly or indirectly by the other party or any other cause beyond thereasonable control of either party.

 

29.13      Attorneys’ Fees. Inthe event either party institutes legal proceedings against the other forbreach of or interpretation of any of the terms, conditions or covenants ofthis Lease, the party against whom a judgment is entered, shall pay allreasonable costs and expenses relative thereto, including reasonable attorneys’fees of the prevailing party.

 

29.14      Irrevocable Offer. Tenant acknowledges and agrees that byexecuting and delivering this Lease to Landlord or Landlord’s agent Tenant hasmade an offer to Landlord which offer may not be revoked, altered or modifiedfor a period of ten (10) business days and, thereafter, only if Landlord hasfailed to countersign a copy of this Lease prior to Landlord’s receipt of a writtenrevocation.

 

29.15      Confidentiality. Tenant shall at all times keep the terms andconditions of this Lease confidential and shall not disclose the terms thereofto any third party, except for its accountants, attorneys andother professionals who have a legitimate business reason to know the terms ofthis Lease. Without limitation to the generality of the foregoing, Tenant shallspecifically not release any information about lease rates, concessions, optionsor rights to any current or prospective tenant or occupant of the Building. Tenanthereby acknowledges that Landlord may suffer damages in the event of the breachof this paragraph.

 

29.16       OFAC.

 

(a) Tenantrepresents and warrants that (a) Tenant and each person or entity owningan interest in Tenant is (i) not currently identified on the SpeciallyDesignated Nationals and Blocked Persons List maintained by the Office ofForeign Assets Control, Department of the Treasury (“OFAC”) and/or on any othersimilar list maintained by OFAC pursuant to any authorizing statute, executiveorder or regulation (collectively, the “List”), and (ii) not a person orentity with whom a citizen of the United States is prohibited to engage intransactions by any trade embargo, economic sanction, or other prohibition of UnitedStates law, regulation, or Executive Order of the President of the UnitedStates, (b) none of thefunds or other assets of Tenant constitute property of, or are beneficiallyowned, directly or indirectly, by any Embargoed Person (as

 

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hereinafterdefined), (c) no Embargoed Person has any interest of any naturewhatsoever in Tenant (whether directly or indirectly), (d) none of thefunds of Tenant have been derived from any unlawful activity with the resultthat the investment in Tenant is prohibited by law or that the Lease is inviolation of law, and (e) Tenant has implemented procedures, and willconsistently apply those procedures, to ensure the foregoing representationsand warranties remain true and correct at all times. The term “Embargoed Person”means any person, entity or government subject to trade restrictions under U.S.law, including but not limited to, the International Emergency Economic PowersAct, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1et seq., and any Executive Orders or regulations promulgated thereunder withthe result that the investment in Tenant is prohibited by law or Tenant is inviolation of law.

 

(b)     Tenant covenants and agrees (a) to complywith all requirements of law relating to money laundering, anti-terrorism. tradeembargos and economic sanctions, now or hereafter in effect, (b) toimmediately notify Landlord in writing if any of the representations, warrantiesor covenants set forth in this paragraph or the preceding paragraph are nolonger true or have been breached or if Tenant has a reasonable basis tobelieve that they may no longer be true or have been breached, (c) not touse funds from any “Prohibited Person” (as such term is defined in the September24, 2001 Executive Order Blocking Property and Prohibiting Transactions WithPersons Who Commit, Threaten to Commit, or Support Terrorism) to make anypayment due to Landlord under the Lease and (d) at the request of Landlord,to provide such information as may be requested by Landlord to determineTenant’s compliance with the terms hereof.

 

(c)     Tenant hereby acknowledges and agrees thatTenant’s inclusion on the List atany time during the Lease Term shall be a material default of the Lease. Notwithstandinganything herein to the contrary, Tenantshall not permit the Premises or any portion thereof to be used or occupied byany person or entity on the List or by any Embargoed Person (on a permanent, temporaryor transient basis), and any such use or occupancy of the Premises by any such person or entity shall be a material default of the Lease.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Lease as ofthe date set forth on page 1 of this Lease.

 

**LANDLORD:**

 

PRINCIPALLIFE INSURANCE COMPANY, an Iowa corporation, 

forits Principal U.S. Property Separate Account,

formerlyknown as Principal Life Insurance Company, an Iowa corporation, 

forits Real Estate Separate Account

 
| By:                                           | PRINCIPAL  REAL ESTATE INVESTORS, LLC,                          |
|-----------------------------------------------|-----------------------------------------------------------------|
|                                          | a  Delaware limited liability company, its authorized signatory |
|                                          |
| By:                                           | /s/ John H. Root                                                |   |
| Name:                                         | John H. Root                                                    |   |
| Title:                                        | Investment Director

Asset Management                           |   |
|                                          |                                                            |   |
|                                          |                                                            |   |
| By:                                           | /s/ Robert T. Klinkner                                          |   |
| Name:                                         | Robert T. Klinkner                                              |   |
| Title:                                        | Investment Director

Asset Management                           |   |
|                                          |                                                            |   |
| **TENANT:**                                   |
|                                          |
| POLICY  STUDIES INC.,  a Colorado corporation |
|                                          |
| By:                                           | /s/ Mark A. Levy                                                |   |
| Name:                                         | Mark A. Levy                                                    |   |
| Title:                                        | President/COO                                                   |   |
|                                          |                                                            |   |
|                                          |                                                            |   |
| By:                                           |                                                            |   |
| Name:                                         |                                                            |   |
| Title:                                        |                                                            |   |
|                                               |                                                                 |  |  |

 

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**RIDER TO LEASE**

 

Landlord and Tenant hereby agree that the following provisions arehereby added to the Lease: 

 

**1.****            ****Expansion Option****.**

 

(a)           ExpansionSpace. Subject to the provisions hereinafter setforth, Landlord hereby grants to Tenant an option (“Expansion Option”) to leaseall space on either or both the fourteenth (14th)or fifteen (15th) floors of the Building, as Tenant may sochoose (“Expansion Space”), on the same terms and conditions as set forth inthis Lease, except as otherwise provided in this Section 1.

 

(b)           Subordination.Tenant’s rights under this Section 1 shall be conditioned upon AT&Tsurrendering the 14th or 15th floor, as applicable to Landlord.

 

(c)           ExerciseNotice. Tenant may exercise the Expansion Option bygiving Landlord written notice (“Exercise Notice”) of its desire to lease theExpansion Space. Such Exercise Notice must be received by Landlord no laterthan August 31, 2005, but if AT&T does not terminate effective December 31,2005, then the Expansion Option for Tenant will extend to the later to occurof: (i) sixty (60) days after notice to Tenant of the termination of theAT&T lease (and effective date of termination), or (ii) October 31,2006. If the Exercise Notice is not received in the required time period, thenthe Expansion Option shall be deemed null, void and of no further force oreffect.

 

(d)           ExpansionAmendment. After receipt of the Exercise Notice,Landlord and Tenant shall enter into an amendment (“Expansion Amendment”) ofthis Lease acceptable to Landlord and Tenant. Such Expansion Amendment shallprovide that from and after the date on which the improvements to be made byLandlord (which improvements shall be mutually acceptable and consistent withthe improvements to be made by Landlord to the original Premises) (“ExpansionCommencement Date”), this Lease shall be deemed modified as follows:

 

(1)          The term “Premises” shall be deemed to includethe Expansion Space;

 

(2)          The term of the lease of the Expansion Spaceshall be sixty (60) full calendar months and any partial month following theExpansion Commencement Date, unless sooner terminated pursuant to Subsection (e) below;

 

(3)          Base Rent shall be increased by an amountdetermined by multiplying the number of rentable square feet in the ExpansionSpace, as reasonably determined by Landlord using BOMA standards, times thesquare foot rate for the Base Rent contained in Section 1.10 of the Leasein effect from time to time during the Term (without any abatement) (and if theterm of the lease of the Expansion Space exceeds the term of the originalPremises, then annual increases of $0.50 shall continue on the same schedule asset forth in the rent schedule set forth in Section 1.10 of the Lease);

 

(4)          Tenant’s Proportionate Share, as set forth in Section 1.11of the Lease, shall be increased as reasonably determined by Landlord (with aBase Year of calendar year 2005);

 

(5)          Tenant shall accept the Expansion Space “as is,”except that Landlord shall contribute to the planning and construction of theinitial alterations and improvements to such Expansion Space in an amount equalto the lesser of (i) $22.00 multiplied by the number of rentable squarefeet in the Expansion Space (which may be increased by up to a maximum of $5.00per rsf to be amortized and repaid an annual interest rate of 8%), or (ii) theactual cost and expense of such initial alterations and improvements; and

 

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(6)           Parking Spaces shall be increased by 1 spaceper 1,000 rentable square feet of space in the Expansion Space and shall be at the rate of $90 per space per monththrough April 30, 2007, and thereafter at the Building-standard rate asmore fully set forth in Section 1.18 of the Lease.

 

Otherthan the modifications set forth herein, the terms and conditions hereof shallgovern Tenant’s lease of the Expansion Space.

 

(e)          Termination. Provided that Tenant is not then in default beyond any applicable noticeand cure period and Tenant has not exercised the Extension Option as set forthin Section 4 below, Tenant shall have the right to terminate the lease ofthe Expansion Space on August 31, 2010, provided that Tenant has givenwritten notice of termination on or before September 1, 2009, and paid atermination fee to Landlord on or before July 31, 2010, equal to theunamortized costs of brokerage commissions, allowances and other costs relatingto the Expansion Space (based on a five year term) as reasonably determined byLandlord and relayed to Tenant in writing.

 

(f)          Not Transferable. Tenant acknowledges and agrees that theExpansion Option granted herein shall be deemed personal to Tenant and ifTenant subleases, assigns or otherwise transfers any interests hereunder priorto the exercise of Expansion Option, such option shall lapse.

 

(g)         No Default. Tenant may exercise the Expansion Option, and an exercise thereofshall only be effective, provided that at the time of Tenant’s exercise of theExpansion Option and on the Expansion Commencement Date Tenant is not indefault following any applicable notice and the expiration of any applicablecure period hereunder.

 

**2.****            ****One Time Right of Refusal****.**

 

(a)   Grant of Right of Refusal. PROVIDED THAT THE EXPANSIONS OPTION AS SETFORTH IN SECTION 1 ABOVE HAS LAPSED IS OF NO FURTHER FORCE OR EFFECT, andsubject to the provisions as hereinafter set forth, Landlord hereby grants toTenant a right of refusal (“Right of Refusal”) to lease from Landlord thatspace located comprised of either the entire fourteenth (14th)or the entire fifteenth (15th) floor of the Building or both (“RefusalSpace”).

 

(b)   ThirdParty Offer; Exercise Notice.At any time prior to June 30, 2006 (or March 31, 2007, if AT&Tdoes not vacate early), if Landlord desires to accept a bona fide offer from athird party (“Third Party Offer”) to lease the Refusal Space or a portionthereof, Landlord shall first give to Tenant notice that Landlord has receivedsuch Third Party Offer and describing the terms and conditions of such ThirdParty Offer (“Third Party Offer Notice”). Tenant may exercise the Right ofRefusal by giving Landlord written notice (“Exercise Notice”) within five (5) businessdays after the date of the Third Party Offer Notice of Tenant’s desire to leasethat portion of the Refusal Space set forth in the Third Party Offer.Hereinafter the term “Refusal Space” shall be and shall mean the Refusal Spaceor portion thereof set forth in the Third Party Offer.

 

(c)           ExpansionAmendment. After receipt ofthe Exercise Notice, Landlord and Tenant shall enter into an amendment of theLease “Expansion Amendment” acceptable to Landlord and Tenant. Such ExpansionAmendment shall provide that from and after the applicable date on which theRefusal Space is leased by Tenant (“Expansion Commencement Date”), the Leaseshall be deemed modified as follows.

 

(i)            Base Rent for the Refusal Space shall be asset forth in the Third Party Offer;

 

(ii)           Tenant’s Share applicable to the Refusal Space shall be a fraction, thenumerator of which shall be the number of rentable square feet in the RefusalSpace and the denominator of which shall be the number of rentable square feetin the Building (as both shall be reasonably determined by Landlord);

 

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(iii)  The Base Year applicable to the Refusal Spaceshall be as set forth in the Third Party Offer;

 

(iv)  Tenant shall accept the Refusal Space in thetime, condition and manner described in the Third Party Offer;

 

(v)   Tenant’s lease of the Refusal Space shall befor the term set forth in the Third Party Offer;

 

(vi)  Other applicable terms and conditions of theThird Party Offer shall modify the Lease; and

 

(vii)   For all purposes under the Lease, other thanfor the applicable calculations set forth above, the term “Premises” shall bedeemed to include the Refusal Space.

 

(d)     Subordination. Tenant’s Right of Refusal shall besubordinate to any and all existing rights or interests conferred to AT&Tfor all or any portion of the Refusal Space, as contained in any lease, orotherwise, in effect on the effective date of this Lease, including, withoutlimitation, (i) options or rights regarding renewal, extension orexpansion and/or (ii) subleases.

 

(e)     Failureto Exercise. If Tenant doesnot exercise its Right of Refusal in the time and manner set forth herein, theRight of Refusal shall be deemed terminated and of no further force or effect.

 

(f)      NoDefault. Tenant may exercisethe Right of Refusal, and an exercise thereof shall only be effective, providedthat Tenant has never been in default of any term or condition of this Leasebeyond any applicable notice or cure period.

 

(g)     NotTransferable. Tenantacknowledges and agrees that the Right of Refusal shall be deemed personal toTenant and if Tenant subleases, assigns or otherwise transfers any interestshereunder to any person or entity prior to the exercise of the Right ofRefusal, the Right of Refusal shall lapse and be forever waived.

 

**3.****            ****Tenant’s Continuing Right ofOpportunity****.**

 

(a)           OpportunitySpace. PROVIDED THAT THEEXPANSION OPTION AS SET FORTH IN SECTION 1 ABOVE AND THE RIGHT OF REFUSALAS SET FORTH IN SECTION 2 ABOVE HAVE BOTH LAPSED AND ARE OF NO FURTHERFORCE OR EFFECT, then if at any time during the initial four (4) years ofthe Term (or five (5) years if Tenant exercises the Extension Option asset forth in Section 4 below) Landlord desires to actively market anyspace that is horizontally adjacent to the Premises, Landlord shall give Tenantwritten notice (“Opportunity Space Notice”) of such event. Such notice shallidentify the location, configuration and size of the space (“OpportunitySpace”), as well as the applicable business terms under which Landlord iswilling to lease such space (such as duration, commencement date, concessions,base rent, and additional rent). Within five (5) business days after thedate the Opportunity Space Notice is given to Tenant, the time of giving ofsuch notice to be of the essence of this Section, Tenant shall give Landlordwritten notice (“Opportunity Acceptance Notice”) of its election to lease theentire Opportunity Space.

 

(b)           Amendment. After receipt of any such OpportunityAcceptance Notice, Landlord and Tenant shall enter into an amendment to thisLease acceptable to Landlord and Tenant to amend the Lease pursuant to theterms and conditions of the Opportunity Space Notice. Except as set forth inthe Opportunity Space Notice, the terms and conditions of the Lease as theyapply to the Premises shall govern Tenant’s lease of the Opportunity Space.

 

(c)           Failureto Exercise. In the eventthat Tenant fails to exercise its right as aforesaid within five (5) businessdays of the date the Opportunity Space Notice is given to Tenant or, in theevent Tenant shall have exercised its right and Tenant shall not have executedan amendment of this Lease as aforesaid within five (5)

 

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businessdays from the date the Tenant is given such an Amendment, Tenant shall bedeemed to have waived its right under this Section with respect to theOpportunity Space for a period of one hundred eighty (180) days beginning onthe expiration of the applicable five (5) business day period. Except forsuch waiver, Tenant’s rights under this Section are continuous and, therefore,if the lease in favor of a third party of the Opportunity Space expires orotherwise terminates, and Landlord desires to accept an Opportunity to leasesuch Opportunity Space after the expiration of the above-referenced one hundredeighty (180) day period, Landlord shall again give Tenant notice of its rightto lease such Opportunity Space.

 

(d)           Subordination. Tenant’s right of opportunity grantedhereunder shall be subordinate to any and all existing rights or interestsconferred to other tenants for all or any portion of the Opportunity Space, ascontained in any lease, or otherwise, in effect on the date of execution ofthis Lease including, without limitation, (i) options or rights regardingrenewal, extension or expansion, (ii) subleases and (iii) assignments.

 

(e)           NotTransferable. Tenantacknowledges and agrees that any right of opportunity granted herein shall bedeemed personal to Tenant and if Tenant subleases, assigns or otherwisetransfers any interests under this Lease prior to the exercise of any right ofopportunity granted under this Section, such right shall lapse and be of nofurther force or effect.

 

(f)            NoDefault. Tenant shall bedeemed to have waived its rights under this Section in the event thatTenant is ever in default under the Lease beyond any applicable notice andgrace period.

 

**4.****            ****Extension Option**. Tenant shall have the right and option(“Extension Option”) to renew this Lease for one (1) additional andconsecutive period of five (5) years under the same terms and conditionsas stated in the Lease (each a “Extension Option”), with the exceptions that (a) nofurther renewal options shall exist and (b) monthly rental for suchrenewal term shall be based on the then prevailing market rental rate asdetermined by Landlord in good faith based on then recent lease renewals withinthe Building and taking into consideration Tenant’s use and financial strength,but in no event shall be less than the monthly rental in effect for the lastmonth of the Term immediately prior to the renewal. Tenant may reject theextension option granted herein within ten (10) days following Tenant’s receiptof Landlord’s determination of the prevailing market rental. The ExtensionOption shall be exercisable by Tenant, if at all, only by timely delivery toLandlord of written notice of election on or before twelve (12) months prior tothe expiration of the then current Lease Term, but no earlier than eighteen(18) months prior to the expiration of the then current Lease Term. The optionherein granted shall be deemed to be personal to Tenant, and if Tenantsubleases any portion of the Premises or otherwise assigns or transfers anyinterest thereof to another party, such option shall lapse. In the event thatTenant is in default of any term or condition of the Lease beyond anyapplicable notice and grace period, then there shall be no extension of thisLease as provided herein.

 

**5.****               ****Satellite Dish**. Provided this Lease shall be in full forceand effect and Tenant shall not be in default hereunder beyond any applicablegrace period, Tenant may, at its sole cost and expense, install and operateduring the Term, a small (not to exceed eighteen (18) inches in diameter)satellite dish (hereinafter the “Satellite Dish”) on the roof of the Buildingat a location to be designated by Landlord, and reasonably acceptable to Tenant(hereinafter the “Installation Area”). The installation of such Satellite Dishshall be subject to the following:

 

(a)           Tenant shall not install or operate theSatellite Dish until it receives prior written approval from Landlord, whichapproval shall not be unreasonably withheld, conditioned or delayed. Withoutlimitation to the generality of the preceding sentence, it shall not beunreasonable for Landlord to withhold approval if the installation or operationof the Satellite Dish may (i) damage the Building or roof membrane, (ii) limitor void the roof warranty, and/or (iii) not be in keeping with theaesthetics of the Building. Prior to commencing installation, Tenant shallprovide Landlord with (1) detailed plans and specifications for theinstallation of the Satellite Dish, (2) copies of all required permits,licenses and authorizations, which Tenant will obtain at its own expense andwhich Tenant will maintain at all times during the operation of the SatelliteDish, and (iii) a

 

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Certificateof Insurance evidencing insurance coverage as required by this Lease and anyother insurance reasonably required by Landlord for the installation and operationof the Satellite Dish.

 

(b)           Tenantwarrants and represents that (i) Tenant shall repair in a good andworkmanlike manner any damage to the roof of the Building caused by theinstallation of the Satellite Dish, (ii) the maintenance of the SatelliteDish on the roof or the operation thereof shall not cause interference with anytelecommunications, mechanical or other systems either located at or servicingthe Building (whether belonging to or utilized by Landlord or any other tenantor occupant of the Building) or located at or servicing any building, premisesor location in the vicinity of the Building limited however to that permissibleunder applicable F.C.C. regulations to the extent that such regulations apply, (iii) theinstallation, existence, maintenance and operation of the Satellite Dish shallnot constitute a violation of any applicable laws, ordinances, rules, orders,regulations, etc. of any Federal, State, county and municipal authoritieshaving jurisdiction thereover.

 

(c)           Theinstallation of the Satellite Dish shall be made subject to and in accordancewith all of the provisions of this Lease. The contractors performing theinstallation of the Satellite Dish and/or performing any work on or to the roofof the Building shall be approved or designated by Landlord prior to thecommencement of any work.

 

(d)           Tenantcovenants and agrees that the installation, operation and removal of theSatellite Dish will be at its sole risk. Tenant agrees to indemnify and defendLandlord against all claims, actions, damages, liabilities and expensesincluding reasonable attorney’s fees and disbursements in connection with theloss of life, personal injury, damage to property or business or any other lossor injury or as a result of any litigation arising out of the installation,operation or removal of the Satellite Dish.

 

(e)           Landlord,at its sole option, may require Tenant, at any time prior to the ExpirationDate, to terminate the operation of the Satellite Dish if it is causingphysical damage to the structural exterior of the Building, interfering withany other service provided to other tenants in the Building, interfering withany other tenant’s business, in excess of that permissible under F.C.C.regulations to the extent that such regulations apply and such regulationsshall not require such tenants or those providing such services to correct suchinterference. Notwithstanding the foregoing, if Tenant can correct the damageor disturbance caused by the Satellite Dish to Landlord’s reasonable satisfaction,Tenant may restore its operation. If the Satellite Dish is not corrected andrestored to operation within thirty (30) days, Landlord, at its sole option,may require that Tenant remove the Satellite Dish at its own expense.

 

(f)            Atthe expiration or sooner termination of this Lease, or upon termination of theoperation of the Satellite Dish, or revocation of any license issued, Tenantshall remove the Satellite Dish (and all associated wiring and otherappurtenances) from the Building and repair and damage caused thereby, at Tenant’ssole cost and expense. Tenant shall leave the Installation Area in good orderand repair. If Tenant does not remove the Satellite Dish when so required,Tenant hereby authorizes Landlord to remove and dispose of the Satellite Dishand to charge Tenant for all reasonable costs and expenses incurred.

 

**6.****            ****Conflict**. In the event of any express conflict orinconsistency between the terms of this Rider and the terms of the Lease, theterms of this Rider shall control and govern.

 

[Remainder of Page Intentionally Left Blank]

 

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**FIRST AMENDMENT TO LEASE**

 

(Policy Studies Inc - 1875 Lawrence Street, Denver, Colorado)

 

THISFIRST AMENDMENT TO LEASE(“Amendment”) is dated for identification purposes as of August 15, 2005,and is made by and between Principal Life Insurance Company, an IowaCorporation (“Landlord’ ) and Policy Studies Inc , a Colorado corporation ( ‘Tenant”)

 

**RECITALS**

 

WHEREAS,Landlord and Tenant entered into that certain Standard Office Lease Agreementdated March 1, 2005 (the “Lease”), pertaining to the premises currentlycomprised of a total of approximately 13,595 rentable square feet of space,commonly referred to as Suite 1200 (“Premises”), of the building locatedat 1875 Lawrence Street, Denver, Colorado 80202 (“Building”), and

 

WHEREAS,Landlord and Tenant desire to enter into this Amendment to expand the area ofthe Premises and provide for certain other matters as more fully set forthherein,

 

NOW,THEREFORE, in consideration of the foregoing and the mutual covenants containedherein, the parties agree that the Lease shall be amended in accordance withthe terms and conditions set forth below

 

**1****             ****Definitions**

 

(a)           Generally   The capitalized terms used herein shall have the samedefinition as set forth in the Lease, unless otherwise defined herein

 

(b)           Expansion Premises   The term ‘Expansion Premises” ishereby defined to be and to mean that certain space located on the 15th floor of the Building commonlyreferred to as Suite 1500, consisting of approximately 13,595 rentablesquare feet of space (which is the final agreement of the parties and notsubject to adjustment), as outlined on **Exhibit ****A**,attached hereto and incorporated herein by this reference Accordingly, effectiveas of the Expansion Commencement Date, the Premises, as expanded, shall bedeemed to consist of a collective total of approximately 27,190 rentable squarefeet of space

 

(c)           Expansion Commencement Date   The term ‘Expansion CommencementDate” is hereby defined to be and to mean the earlier of (i) March 1,2006,* or (ii) the Substantial Completion Date as set forth in the WorkLetter, attached hereto as **Exhibit ****B** and incorporated herein by this reference IfTenant is allowed to occupy, use, work in or otherwise enter the ExpansionPremises prior to the applicable Expansion Commencement Date, the terms andconditions of the Lease as hereby amended shall apply, except that Tenant shallnot be required to pay rent for any period(s) prior to the applicable ExpansionCommencement Date for the Expansion Premises

 

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*Such date (and the Expansion Expiration Date, as well as all other applicabledates) shall be delayed day-for-day in the event that either (i) AT&Tfails to surrender the Expansion Premises on or before January 1, 2006,and such delay causes a delay in the Substantial Completion Date as defined inthe Work Letter, or (ii) Landlord or its agents, employees or contractors causea delay that delays the Substantial Completion Date

 

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(d)           Expansion Term The term “Expansion Term” is hereby definedto be and to mean that period of time commencing on the Expansion CommencementDate and expiring on the sixtieth (60th)full calendar month following the Expansion Commencement Date (“ExpansionExpiration Date”) Accordingly, the Expiration Date applicable to the ExpansionPremises is not coterminous with the Expiration Date applicable to the originalPremises

 

**2****             ****Expansion of the Original Premises**   Effective on the ExpansionCommencement Date, Landlord hereby leases to Tenant and Tenant hereby leasesfrom Landlord, on the terms and conditions set forth in the Lease and herein,the Expansion Premises Tenant shall accept the Expansion Premises in itspresent “as is” condition, except for the performance of Landlord’s Work as setforth in the Work Letter, attached hereto as **Exhibit B** and incorporated herein by this reference

 

**3****             ****Base****Rent****  ** During the Expansion Term, Tenant shall payto Landlord Base Rent for the Expansion Premises, which shall be payable inmonthly installments as follows

 

**EXPANSION PREMISES**

 
| **Dates**                                   | ** ** | **Approx Rate/RSF/Year** | ** ** | **Monthly Installment** | ** ** |
|---------------------------------------------|------------|-------------------------------|------------|------------------------------|------------|
|                                        |       |                          |       |                         |       |
| Expansion Commencement Date – 05/31/06 |       | $                             | 17 00      |                         | $          | 19,259 58 |   |
| 06/01/06 – 05/31/07                    |       | $                             | 17 50      |                         | $          | 19,826 04 |   |
| 06/01/07 – 05/31/08                    |       | $                             | 18 00      |                         | $          | 20,392 50 |   |
| 06/01/08 – 05/31/09                    |       | $                             | 18 50      |                         | $          | 20,958 96 |   |
| 06/01/09 – 08/31/10                    |       | $                             | 19 00      |                         | $          | 21,525 42 |   |
| 09/01/10 – Expansion Expiration Date   |       | $                             | 19 50      |                         | $          | 22,091 88 |   |

 

Exceptas otherwise expressly set forth herein, Base Rent shall be payable pursuant tothe terms and conditions of Section 3 of the Lease

 

**4****             ****Tenant’s Proportionate Share**   For so long as Tenant leases theExpansion Premises, Tenant’s Proportionate Share, as defined in Section 111 of the Lease, shall be increased by 7 32% (to 14 64%)

 

**5****             ****Tenant’s Parking Spaces**

 

(a)           For so long as Tenant leases the Expansion Premises, the number ofParking Spaces to which Tenant is entitled under Section 1 17 of the Lease shall increase by thirteen (13) parking spaces (to a totalof twenty-six (26) parking spaces) in such areas of the parking facilitiesassociated with the Building as may be reasonably designated by Landlord fromtime to time None of the Parking Spaces shall be assigned or reserved

 

(b)           Monthly parking rent, as set forth in Section 1 18 of the Lease,shall be $90 00 per month per parking space until April 30, 2007Thereafter, monthly parking rent may increase upon thirty (30) days’ priorwritten notice to Tenant to Landlord’s then standard rate

 

**6****             ****Termination**   Provided that Tenant is not thenin default beyond any applicable notice and cure period and Tenant has notexercised the Extension Option as set forth in Section 4 of the Rider to

 

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Lease,Tenant shall have the right to terminate the lease of the Expansion Premises onAugust 31, 2010, provided that Tenant has given written notice oftermination on or before September 1, 2009, and paid a termination fee toLandlord on or before July 31, 2010, equal to the unamortized costs ofbrokerage commissions, allowances and other costs relating to the ExpansionPremises (based on a five year term) as reasonably determined by Landlord andrelayed to Tenant in writing

 

**7****             ****Tenant Improvement AllowanceOverage****  **Landlord and Tenanthereby acknowledge and agreethat Tenant exceeded the Allowance as set forth in Exhibit C of the Leaseby Eighty-Nine Thousand Three Hundred Eighty-Eight and No/100ths DollarsLandlord hereby waives such amount for so long as Tenant is not in default underthe Lease as hereby amended beyond any applicable notice or cure period Uponsuch a default, the entire amount conditionally waived shall become fullyliquidated and immediately due and payable, in addition and without limitationto any and all other rights and remedies of Landlord For purposes of this Section 7,“waives” means the amount by which Tenant exceeded the Allowance shall notconstitute “Additional Allowance” and shall not be added to the Base Rent, andTenant shall not in any manner be required to reimburse or pay Landlord forsuch amount except as specifically provided in the third sentence of this Section 7

 

**8****             ****Brokers**  Tenanthereby represents and warrants to Landlord that Tenant has not dealt with anyreal estate brokers or leasing agents, except Trammell Crow Services, Inc , andOberndorf Properties, Ltd (collectively, “Brokers”), in the negotiation of thisAmendment, and that no commissions are payable to any party claiming throughTenant as a result of the consummation of the transaction contemplated by thisAmendment, except to Brokers, if applicable Tenant hereby agrees to indemnifyand hold Landlord harmless from any and all loss, costs, damages or expenses,including, without limitation, all attorneys’ fees and disbursements by reasonof any claim of or liability to any other broker, agent, entity or personclaiming through Tenant (other than Brokers) and arising out of or inconnection with the negotiation and execution of this Amendment

 

**9****             ****Miscellaneous**   With the exception of thosematters set forth in this Amendment, Tenant’s leasing of the Premises (asexpanded) shall be subject to all terms, covenants and conditions of the LeaseIn the event of any express conflict or inconsistency between the terms of thisAmendment and the terms of the Lease, the terms of this Amendment shall controland govern Except as expressly modified by this Amendment, all other terms andconditions of the Lease are hereby ratified and affirmed The partiesacknowledge that the Lease is a valid and enforceable agreement and that Tenantholds no claims against Landlord or its agents which might serve as the basisof any other set-off against accruing rent and other charges or any otherremedy at law or in equity

 

[Remainderof Page Intentionally Left Blank]

 

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** **

INWITNESS WHEREOF, the foregoing First Amendment to Lease is dated effective asof the date and year first written above

** **

**LANDLORD**

 

PRINCIPALLIFE INSURANCE COMPANY, an Iowa corporation,

forits Principal U S Property Separate Account,formerly known as Principal Life Insurance Company, an Iowa corporation,for its Real Estate Separate Account
| By     | PRINCIPAL  REAL ESTATE INVESTORS, LLC,                          |
|--------|-----------------------------------------------------------------|
|   | a  Delaware limited liability company, its authorized signatory |

 

 
| By    | /s/ Douglas A. Kintzie                        |   |
|-------|-----------------------------------------------|--------|
| Name  | Douglas A. Kintzie                            |   |
| Title | Assistant Managing Director  Asset Management |   |

 

 
| By    | /s/ John H. Root                      |   |
|-------|---------------------------------------|--------|
| Name  | John H. Root                          |   |
| Title | Investment Director  Asset Management |   |

 

**TENANT**

 

POLICYSTUDIES INC,a Colorado corporation

 

 
| By    | /s/ Mark A. Levy |   |
|-------|------------------|--------|
| Name  | Mark A. Levy     |   |
| Title | President        |   |

 

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**SECOND AMENDMENT TO LEASE**

 

(Policy Studies Inc. - 1875 Lawrence Street, Denver, Colorado)

 

THISSECOND AMENDMENT TO LEASE (“Amendment”) is dated for identification purposes asof July 15, 2006, and is made by and between Principal Life Insurance Company,an Iowa Corporation (“Landlord”) and Policy Studies Inc., a Coloradocorporation (“Tenant”).

 

**RECITALS:**

 

WHEREAS,Landlord and Tenant entered into that certain Standard Office Lease Agreementdated March 1, 2005, as amended by that certain First Amendment to Lease dated August15, 2005 (collectively, the “Lease”), pertaining to the premises currentlycomprised of a total of approximately 27,190 rentable square feet of space,commonly referred to as Suites 1200 and 1500 (“Premises”), of the buildinglocated at 1875 Lawrence Street, Denver, Colorado 80202 (“Building”); and

 

WHEREAS,Landlord and Tenant desire to enter into this Amendment to expand the area ofthe Premises and provide for certain other matters as more fully set forthherein;

 

NOW,THEREFORE, in consideration of the foregoing and the mutual covenants containedherein, the parties agree that the Lease shall be amended in accordance withthe terms and conditions set forth below.

 

**1.****            ****Definitions****.**

 

(a)      Generally. The capitalizedterms used herein shall have the same definition as set forth in the Lease,unless otherwise defined herein.

 

(b)      Expansion Premises. Theterm “Expansion Premises” is hereby defined to be and to mean that certain spacelocated on the 9th floorof the Building commonly referred to as Suite 900, consisting of approximately13,595 rentable square feet of space (which is the final agreement of theparties and not subject to adjustment), as outlined on **Exhibit A,** attached hereto andincorporated herein by this reference. Accordingly, effective as of theExpansion Commencement Date, the Premises, as expanded, shall be deemed toconsist of a collective total of approximately 40,785 rentable square feet ofspace.

 

(c)      Expansion Commencement Date.The term “Expansion Commencement Date” is hereby defined to be and to mean January1, 2007, which date is not subject to extension due to delays in delivery,provided that Landlord uses commercially reasonable efforts to deliver thesame. Tenant shall be allowed to occupy, use, work in or otherwise enter theExpansion Premises following the Date of Substantial Completion as set forth inthe Work Letter, attached hereto as **Exhibit B**and incorporated herein by this reference. Landlord and Tenant shall commencethe design and construction process following the full execution of thisAmendment. In the event that Tenant transacts business or otherwise occupiesthe Premises prior to the date of substantial completion, the terms and conditionsof the Lease as hereby amended shall apply, including, without limitation,Tenant’s obligation to pay Base Rent (at the rate of $22,091.88 per month),Operating Expenses, and Taxes applicable to the Expansion Premises, prorated ona per diem basis for any partial month.

 

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(d)           Expansion Term.  The term “Expansion Term” is hereby defined tobe and to mean that period of time commencing on the Expansion CommencementDate (January 1, 2007) and expiring on February 28, 2011 (“ExpansionExpiration Date”). Accordingly, the Expiration Date applicable to the ExpansionPremises is not coterminous with the Expiration Date applicable to the originalPremises.

 

**2.**             **Expansionof the Original Premises.**  Effective on the ExpansionCommencement Date, Landlord hereby leases to Tenant and Tenant hereby leasesfrom Landlord, on the terms and conditions set forth in the Lease and herein,the Expansion Premises. Tenant shall accept the Expansion Premises in itspresent “as is” condition, except for the performance of Landlord’s Work as setforth in the Work Letter, attached hereto as  **Exhibit B** and incorporated herein by this reference.

 

**3.**             **Base Rent. **During the Expansion Term, Tenant shall pay to Landlord Base Rent for theExpansion Premises, which shall be payable in monthly installments as follows:

 

**EXPANSION PREMISES**

 
| **Dates**                            | ** ** | **Approx. Rate/RSF/Year** | ** ** | **Monthly Installment** | ** ** |
|--------------------------------------|------------|--------------------------------|------------|------------------------------|------------|
|                                 |       |                           |       |                         |       |
| 01/01/07 – 05/31/07 (5 months)  |       | $                              | 19.50      |                         | $          | 22,091.88 |   |
| 06/01/07 – 05/31/08 (12 months) |       | $                              | 20.00      |                         | $          | 22,658.33 |   |
| 06/01/08 – 05/31/09 (12 months) |       | $                              | 20.50      |                         | $          | 23,224.79 |   |
| 06/01/09 – 08/31/10 (15 months) |       | $                              | 21.00      |                         | $          | 23,791.25 |   |
| 09/01/10 – 02/28/11 (6 months)  |       | $                              | 21.50      |                         | $          | 24,357.71 |   |

 

Exceptas otherwise expressly set forth herein, Base Rent shall be payable pursuant tothe terms and conditions of Section 3 of the Lease.

 

**4.**             **Tenant’s Proportionate Share****.**

 

(a)           For so long as Tenantleases the Expansion Premises, Tenant’s Proportionate Share, as defined in Section 1.11of the Lease, shall be increased to 21.96% (Tenant’s Proportionate Shareapplicable to the Expansion Premises is 7.32%).

 

(b)           The Base Year, asdefined in Section 1.12 of the Lease, applicable to the Expansion Premisesis calendar year 2007 (but shall remain calendar year 2005 for the remainder ofthe Premises).

 

**5.**             **Tenant’s Parking Spaces****.**

 

(a)           For so long as Tenantleases 40,785 rentable square feet of space, the number of Parking Spaces towhich Tenant is entitled under Section 1.17 of the Lease shall increase toa total of forty (40) parking spaces in such areas of the parking facilitiesassociated with the Building as may be reasonably designated by Landlord fromtime to time. None of the Parking Spaces shall be assigned or reserved.

 

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(b)           Monthly parking rent,as set forth in Section 1.18 of the Lease, applicable to the ExpansionPremises shall be at market rates for the Building per parkingspace. Monthly parking rent may increase upon thirty (30) days’ prior writtennotice to Tenant to Landlord’s then standard rate; provided, however, theoriginal twenty-six (26) parking spaces shall continue to be $90.00 per monthper parking space until April 30, 2007.

 

**6.**             **Termination.**  Tenant’s right to terminate theexpansion space on the 15th floorof the Building as more fully set forth in Section 6 of the First Amendment to Lease is hereby deleted in itsentirety. However, provided that Tenant is not then in default beyond anyapplicable notice and cure period, and further provided that Tenant has notexercised the Extension Option as set forth in Section 4 of the Rider toLease, then Tenant shall have the right to terminate the lease of that portionof the Premises consisting of the entire 9th and 15th floors of the Building on August 31, 2010.In order to exercise such option, Tenant must first give written notice oftermination on or before September 1, 2009, and pay a termination fee toLandlord on or before July 31, 2010, equal to the unamortized costs ofbrokerage commissions, allowances and other costs relating to both the 9th and 15th floors of the Building (based on a five yearterm) as reasonably determined by Landlordand relayed to Tenant in writing. Time is of the essence.

 

**7.**             **Risers.**  Provided this Lease shall be in full force and effect and Tenant shall not bein default hereunder beyond any applicable grace period, Tenant may, at itssole cost and expense, install and operate during the Term, wiring a cablingwithin the risers of the Building. The use of the risers shall be subject tothe following:

 

(i)         Tenant shall notinstall such wiring or cabling, or use the risers, until it receives priorwritten approval from Landlord, which approval shall not be unreasonablywithheld, conditioned or delayed.

 

(ii)        The contractorsperforming work within the risers shallbe approved (which approval shall not be unreasonably withheld, conditioned ordelayed) or designated by Landlord prior to the commencement of any work.

 

(iii)       Tenant covenants andagrees that the installation, operation and removal of the wiring and cablingwill be at its sole risk. Tenant agrees to indemnify and defend Landlordagainst all claims, actions, damages, liabilities and expenses includingreasonable attorney’s fees and disbursements in connection with the loss of life,personal injury, damage to property or business or any other loss or injury oras a result of any litigation arising out of the installation, operation orremoval of the wiring and cabling, or use of the risers. Tenant acknowledgesthat other tenants and occupants also use the risers; accordingly, Tenant shallnot over-burden the risers or damage any property of other tenants oroccupants.

 

(iv)      At the expiration orsooner termination of this Lease, or upon termination of the operation of theuse of the wiring and cabling with the risers, Tenant shall remove allapplicable wiring and cabling from within the risers and repair and damagecaused thereby, at Tenant’s sole cost and expense. Tenant shall leave therisers in good order and repair. If Tenant does not remove the wiring andcabling from the risers when so required, Tenant hereby authorizes Landlord toremove and dispose of the wiring and cabling and to charge Tenant for allreasonable costs and expenses incurred.

 

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**8.**             **Brokers.**  Tenant hereby represents and warrants toLandlord that Tenant has not dealt with any real estate brokers or leasing agents, except Trammell Crow Services, Inc.,and Oberndorf Properties, Ltd. (collectively, “Brokers”), in the negotiation ofthis Amendment, and that no commissions are payable to any party claimingthrough Tenant as a result of the consummation of the transaction contemplatedby this Amendment, except to Brokers, if applicable. Tenant hereby agrees toindemnify and hold Landlord harmless from any and all loss, costs, damages orexpenses, including, without limitation, all attorneys’ fees and disbursementsby reason of any claim of or liability to any other broker, agent, entity orperson claiming through Tenant (other than Brokers) and arising out of or inconnection with the negotiation and execution of this Amendment.

 

**9.**             **Miscellaneous.**  With the exception of those matters setforth in this Amendment, Tenant’s leasing of the Premises (as expanded) shallbe subject to all terms, covenants and conditions of the Lease. In the event ofany express conflict or inconsistency between the terms of this Amendment andthe terms of the Lease, the terms of this Amendment shall control and govern.Except as expressly modified by this Amendment, all other terms and conditionsof the Lease are hereby ratified and affirmed. The parties acknowledge that theLease is a valid and enforceable agreement and that Tenant holds no claimsagainst Landlord or its agents which might serve as the basis of any otherset-off against accruing rent and other charges or any other remedy at law orin equity.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the foregoing Second Amendment to Lease is dated effectiveas of the date and year first written above.

 

**LANDLORD:**

 

PRINCIPALLIFE INSURANCE COMPANY, an Iowa corporation,for its Principal U.S. Property Separate Account,formerly known as Principal Life Insurance Company, an Iowa corporation,for its Real Estate Separate Account 
| By:    | PRINCIPAL  REAL ESTATE INVESTORS, LLC,                          |
|--------|-----------------------------------------------------------------|
|   | a  Delaware limited liability company, its authorized signatory |

 

 

JUL 24 2006

 
| By:    | /s/ [ILLEGIBLE]                       |   |
|--------|---------------------------------------|--------|
| Name:  | [ILLEGIBLE]                           |   |
| Title: | Investment Director  Asset Management |   |

 

 

JUL 24 2006

 
| By:    | /s/ Brett A. Cassabaum                  |   |
|--------|-----------------------------------------|--------|
| Name:  | Brett A. Cassabaum                      |   |
| Title: | Assistant Director  Financial Reporting |   |

 

**TENANT:**

 

POLICYSTUDIES INC.,a Colorado corporation

 

 
| By:    | /s/ Mark A. Levy |   |
|--------|------------------|--------|
| Name:  | Mark A. Levy     |   |
| Title: | President/COO    |   |

 

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