Zones, Inc.



	 



Exhibit 10.4 



COMMERCIAL LEASE

AGREEMENT 



AMB PROPERTY II, L.P. 
Landlord




AND 



CORPORATE PC SOURCE 
Tenant 





















		
	STANDARD
      INDUSTRIAL LEASE AGREEMENT		Property
      Address:       659-699 Supreme Drive	 
	 		                                        Bensenville,
      Illinois 60106	 
	NET
      ESCROW	 	 	 
	 		Execution
      Copy Date:  May 11, 2004	 





	


LEASE AGREEMENT  



THIS LEASE AGREEMENT, made and
entered into by and between, AMB PROPERTY II, L.P., a Delaware limited partnership, or its
assigns, hereinafter referred to as “Landlord”, and CORPORATE PC SOURCE, an
Illinois corporation, hereinafter referred to as “Tenant”; 



WITNESSETH: 



     1.    
          PREMISES AND TERM. In consideration of the mutual obligations of Landlord and
          Tenant set forth herein, Landlord leases to Tenant, and Tenant hereby takes from
          Landlord the Premises situated within the Village of Bensenville, County of
          DuPage, State of Illinois, more particularly described and depicted on Exhibit
          “A” attached hereto and incorporated herein by reference, commonly
          known as 659-699 Supreme Drive, and consisting of approximately 69,960 square
          feet (the “Premises”), contained within a building consisting of
          approximately 85,326 square feet (the “Building”) to have and to hold,
          subject to the terms, covenants and conditions in this Lease. The term of this
          Lease shall commence on the “Commencement Date” hereinafter set forth
          and shall end on the day prior to the date that is sixty (60 months after the
          Rent Commencement Date (as defined below). 



        The
Commencement Date shall be March 31, 2004, at which time Tenant shall have the right to
access the Premises, at no cost to Tenant, for the sole purpose of planning for occupancy
as long as Tenant has furnished Landlord with the required insurance certificates and
first month’s payment of Base Rent and escrow charges owed under Paragraph 2C, below;
Tenant expressly acknowledges that during this limited access period, Tenant shall be
prohibited from bringing any inventory, personal property or equipment into the Premises,
performing any improvements or operating at the Premises in any manner, and Tenant shall
access the Premises in a manner that avoids interference with Landlord’s performance
of the Landlord Improvements (as defined below). Tenant shall have the full use and
possession of the Premises on the date that the Landlord Improvements are substantially
completed (as defined below)(the “Substantial Completion Date”), at which time
Tenant shall be responsible for the payment of the escrow charges owed under Paragraph 2C,
below and utility charges. Tenant’s obligation to pay Base Rent shall commence on the
Substantial Completion Date (also known as the “Rent Commencement Date”). As
used herein, the term “substantially completed” shall mean, that in the opinion
of the architect that prepared the plans pertaining to the Landlord Improvements (the
“Architect”), such Improvements have been completed in accordance with the
requirements of this Lease, subject only to completion of minor punch list items. As soon
as the Landlord Improvements have been substantially completed, Landlord shall notify
Tenant in writing that the Substantial Completion Date has occurred. In the event Tenant,
its employees, agents or contractors cause construction of the Landlord Improvements to be
delayed, the Substantial Completion Date shall be deemed to be the date that, in the
opinion of the Architect, substantial completion would have occurred if such delays had
not taken place. The parties estimate that the Substantial Completion Date shall be
between May 1, 2004 and May 15, 2004, but in no event will the Substantial Completion Date
be before May 1, 2004. 



        After
the Substantial Completion Date, Tenant shall have the right to notify Landlord it has
have moved into the Premises and request a payment in the amount of Sixty-Four Thousand
Five Hundred and 00/100 Dollars ($64,500.00) representing costs associated with moving
into the Premises (the “Relocation Payment”). The Relocation Payment shall be
paid to Tenant within ten (10) business days after receipt of the foregoing notice. 



        Tenant
acknowledges that, subject to Tenant’s review and approval of the Landlord
Improvements, (A) it has inspected and accepts the Premises in its as-is, where-is
condition, with all faults, (B) the Building and improvements comprising the same are
suitable for the purpose for which the Premises are leased, (C) the Premises are in good
and satisfactory condition, and (D) no representations as to the repair of the Premises,
nor promises to alter, remodel or improve the Premises have been made by Landlord (unless
otherwise expressly set forth in this Lease). Landlord cannot, using good faith efforts,
deliver possession of the Premises prior to the estimated Substantial Completion Date
above recited, Landlord shall not be deemed to be in default hereunder nor in any way
liable to Tenant because of such failure, and Tenant agrees to accept possession of the
Premises at such time as Landlord is able to tender the same, which date shall thenceforth
be deemed to be the “Substantial Completion Date”. After the Substantial
Completion Date, Tenant shall, upon demand, execute and deliver to Landlord a letter of
acceptance of delivery of the Premises and the parties shall execute a certificate
confirming the Substantial Completion Date the Rent Commencement Date, the Termination
Date and the Option Date (each as defined in Paragraph 27, below), the date of Lease
expiration and the Base Rent schedule. 



        Notwithstanding
the foregoing, Landlord, at its sole cost and expense (except as provided below), shall
perform the following improvements to the Premises and deliver the same in good repair and
working order prior to the Substantial Completion Date (collectively, the “Landlord
Improvements”): 





	 	• 	Construction
of approximately 8,000 square feet of new office space in accordance with attached
Exhibit “A”.  






	 	•  	Construction
of an approximately 4,000 square foot configuration room in accordance with attached
Exhibit “A”.  






	 	•  	Upgrade
electrical power in the Premises to 1200 AMP service.  






	 	•  	Providing
striping for an additional twenty-five (25) parking spaces in the parking lot in the area
identified on attached Exhibit “A”.  






	 	•  	Installation
of handicap ramp in the area shown on attached Exhibit “A”.  






	 	  •            	Installation
of riser and stand pipes. 






	


        In
the event the cost to Landlord of performing the Landlord Improvements (excluding the cost
of installing the handicap ramp, riser and stand pipes) exceeds Five Hundred Thirty-Five
Thousand and 00/100 Dollars ($535,000.00) (the “Estimate”), Tenant shall be
responsible for reimbursing Landlord for such excess costs, which shall be amortized over
the term of the Lease at a rate of ten percent (10%) and paid to Landlord on a monthly
basis at the same time as Base Rent is paid. In the event the cost to Landlord of
performing the Landlord Improvements (excluding the cost of installing the handicap ramp,
riser and stand pipes) is less than the Estimate, Tenant shall have the right to utilize
the difference in costs (the “Credit”) for the performance of improvements to
the Premises that are reasonably approved in advance by Landlord. Tenant shall in a timely
manner pay all costs and expenses for such improvements directly to the contractors
performing such improvements. At such time as Tenant presents Landlord with verifiable
evidence that the contractors performing the Tenant Improvements have been fully paid,
Landlord shall reimburse Tenant for costs it has incurred, up to the amount of the Credit. 



     2.    
          BASE RENT, SECURITY DEPOSIT AND ESCROW PAYMENTS. 



        A.                 Tenant
agrees to pay to Landlord rent for the Premises, in advance, without           demand,
deduction or set off, at the following rates:  











	Time
      Period

      

      Commencement Date through day

      prior to Rent Commencement Date	Monthly
      Base Rent

      

      

      No charges owed by Tenant	
	 	 	 	 	 
	 	Months
      1-14 following Rent Commencement Date	 	
      $32,065.00	 
	 	Months
      15-26 following Rent Commencement Date	 	
      $33,027.00	 
	 	Months
      27-38 following Rent Commencement Date	 	
      $34,018.00	 
	 	Months
      39-50 following Rent Commencement Date	 	
      $35,038.00	 
	 	Months
      51-62 following Rent Commencement Date	 	
      $36,089.00	 






	













	






        The
first such monthly installment covering the first month after the Rent Commencement Date,
plus the other monthly charges set forth in Paragraph 2C below for such time period, shall
be due and payable on or before the execution of this Lease by Tenant, and the future
monthly installments shall be due and payable on or before the first day of each calendar
month succeeding the Rent Commencement Date, except that all payments due hereunder for
any fractional calendar month shall be prorated. 









        B.                 In
addition, Tenant agrees to deposit with Landlord on the date hereof the sum           of
Forty Thousand Nine Hundred Eighty-Four and 00/100 Dollars ($40,984.00) (the
          “Security Deposit”) which shall be held by Landlord, without
          obligation for interest, as security for the performance of Tenant’s
          obligations under this Lease, it being expressly understood and agreed that
this           Deposit is not an advance rental deposit or a measure of Landlord’s
damages           in case of Tenant’s default. Upon each occurrence of an event of
default,           Landlord may use all or part of the Security Deposit to pay past due
rent or           other payments due Landlord under this Lease, and the cost of any other
damage,           injury, expense or liability caused by such event of default without
prejudice           to any other remedy provided herein or provided by law. On demand,
Tenant shall           pay Landlord the amount that will restore the Security Deposit to
its original           amount. The Security Deposit shall be deemed the property of
Landlord, but any           remaining balance of such Deposit shall be returned by
Landlord to Tenant within           sixty (60) days after expiration of this Lease.  



        C.                 Tenant
agrees to pay its proportionate share (as defined in  Paragraph 22K below) of (i) Taxes
(hereinafter defined) payable by Landlord pursuant to Paragraph 3A below, (ii) the cost of
any jointly metered utilities payable pursuant to Paragraph 8 below, (iii) the cost of
administering and maintaining any insurance pursuant to Paragraph 9 below, and (iv) the
cost of any common area charges payable by Tenant in accordance with Paragraph 4, below.
During each month of the term of this Lease, on the same day that rent is due hereunder,
Tenant shall deposit into escrow with Landlord an amount equal to l/12 of the estimated
annual cost of its proportionate share of items (i) through (iv) above. Tenant authorizes
Landlord to use the funds deposited with Landlord under this Paragraph 2C to pay such
costs. The initial monthly escrow payments are based upon the estimated amounts for the
year in question, and shall be increased or decreased annually to reflect the projected
actual cost of all such items. If the Tenant’s total escrow payments for any calendar
year are less than Tenant’s actual proportionate share of all such items, Tenant
shall pay the difference to Landlord within twenty (20) days after demand. If the total
escrow payments of Tenant for any calendar year are more than Tenant’s actual
proportionate share of all such items, Landlord shall retain such excess and credit it
against Tenant’s next installment of rent; provided, however, any such excess escrow
payments due to Tenant following expiration of the Lease shall be delivered to Tenant on
or before sixty (60) days following Lease expiration. The amount of the monthly rental and
the initial monthly escrow payments are as follows: 









	 	(1)
      Base Rent as set forth in Paragraph 2A	$  See
      Paragraph 2A
	 	(2)
      Tax Escrow Payment	$
            5,130.00
	 	(3)
      Insurance Escrow Payment	$         
      233.00
	 	(4)
      Utility Charge	$          N/A
	 	(5)
      Common Area Charge	$      
      3,556.00
	 	(6)
      Other	$          N/A
	 	     
      Monthly Payment Total	$
      Varies throughout term of Lease   




	




     3.    
          TAXES. 



        A.       Landlord
shall pay all taxes, assessments and governmental charges of any kind and nature
(collectively referred to herein as “Taxes”) that accrue against the Premises,
and/or the land and/or improvements of which the Premises are a part. Taxes shall not
include any penalties or interest that are assessed against the Premises or any portion of
the related real property due to the failure to timely pay taxes. If at any time during
the term of this Lease, there shall be levied, assessed or imposed on Landlord a capital
levy or other tax directly on the rents received therefrom and/or a franchise tax
assessment, levy or charge measured by or based, in whole or in part, upon such rents from
the Premises and/or the land and improvements of which the Premises are a part, then all
such taxes, assessments, levies or charges, or the part, thereof so measured or based,
shall be deemed to be included within the term “Taxes” for the purposes hereof.
The Landlord shall have the right to employ a tax consulting firm to attempt to assure a
fair tax burden on the Building and grounds within the applicable taxing jurisdiction.
Tenant agrees to pay its proportionate share of the cost of such consultant, which cost is
included in the monthly escrow payment for Taxes. 



        B.                 Tenant
shall be liable for all taxes levied or assessed against any personal           property
or fixtures placed in the Premises. If any such taxes are levied or           assessed
against Landlord or Landlord’s property and (i) Landlord pays the           same or
(ii) the assessed value of Landlord’s property is increased by           inclusion
of such personal property and fixtures and Landlord pays the increased           taxes,
then, upon demand Tenant shall pay to Landlord such taxes.  



     4.    
          LANDLORD’S REPAIRS. 



        A.                 Landlord,
at its own cost and expense, shall maintain the roof, foundation and           the
structural soundness of the exterior walls of the Building in good repair,
          reasonable wear and tear excluded. The term “walls” as used herein
          shall not include windows, glass or plate glass, doors, special store fronts or
          office entries. Tenant shall immediately give Landlord written notice of defect
          or need for repairs, after which Landlord shall have reasonable opportunity to
          repair same or cure such defects.  



        B.                 Landlord
shall perform the paving, floor slab, common area, and landscape           replacement
and maintenance (including the removal of snow and ice from the           parking areas,
driveways and alleys surrounding the Premises), exterior painting           and common
sewage line plumbing, and Tenant shall be liable for its           proportionate share of
the cost and expense of such repair, replacement,           maintenance and other such
items (which cost shall include any administration           and supervision fees
incurred by Landlord in connection therewith equal to           fifteen percent (15%) of
the cost thereof unless a repair is necessitated by           damage caused by the act or
neglect of Tenant, its agents, employees, invitees,           licensees or contractors,
in which event Tenant shall bear one hundred percent           (100%) of such cost which
cost shall include an administration and supervision           fee of fifteen percent
(15%) of the cost thereof). The cost that the Tenant may           be charged is the cost
of performing such service for the Building on a stand           alone basis.  



        C.                 Tenant
agrees to pay its proportionate share of the cost of (i) maintenance           and/or
landscaping of any property that is a part of the Building and/or project           of
which the Premises are a part, (ii) maintenance and/or landscaping of any
          property that is maintained or landscaped by any property owner or community
          owner association that is named in the restrictive covenants or deed
          restrictions to which the Premises are subject, and (iii) operating and
          maintaining any property, facilities or services provided for the common use of
          Tenant and other lessees of any project or building of which the Premises are a
          part.  



        D.                 Landlord,
at Tenant’s cost and expense, shall enter into a regularly           scheduled
preventive maintenance/service contract with a maintenance contractor           for
servicing all hot water, heating and air conditioning systems and equipment
          within the Premises and shall perform all necessary repairs to same. The
service           contract will include all services suggested by the equipment
manufacturer in           its operations/maintenance manual and an executed copy of such
contract will be           provided to Tenant. Landlord shall also perform all necessary
replacements of           any hot water, heating and air conditioning systems within the
Premises, which           costs shall be amortized over the useful life of the items
being replaced prior           to being passed through to Tenant, unless a replacement is
necessitated by           damage caused by the act or neglect of Tenant, its agents,
employees, invitees,           licensees or contractors, in which event Tenant shall bear
one hundred percent           (100%) of such cost.  



        E.                 The
costs and expenses that Tenant is obligated to pay pursuant to Paragraphs           4B-C
above shall constitute the common area charges identified in Paragraph 2C
          above. Tenant shall not be responsible for its proportionate share of the cost
          of any repairs, maintenance or other charges that are the sole responsibility
of           another tenant within the Building to pay.  








  














	





     5.    
          TENANT’S REPAIRS. 



        A.                 Tenant,
at its own cost and expense, shall (i) promptly make all necessary           repairs and
replacements to the Premises, except for those required to be made           by the
Landlord pursuant to Paragraph 4 above, and (ii) keep the parking areas,
          sidewalks, driveways and alleys surrounding the Premises in a clean and
sanitary           condition and shall remove all rubbish from same.  



        B.                 Tenant
shall use equipment and fixtures which avoid damage to the floor slab. In
          addition, Tenant agrees not to overload the floor slabs in any way so as to
          cause damage to the slab or the foundation and shall be responsible for any
          damage to the floor slab resulting from its actions or the actions of its
          employees, agents or contractors.  



     6.    
          ALTERATIONS. Tenant shall not make any alterations, additions or improvements to
          the Premises without the prior written consent of Landlord; provided, however,
          that Landlord shall not unreasonably withhold its consent to interior,
          non-structural alterations that cost fewer than $10,000.00 to perform and do not
          involve roof or wall alterations. Landlord hereby approves Tenant’s racking
          plan attached hereto as Exhibit “B” provided that Tenant obtains all
          requisite municipal approvals therefor. Any alterations performed by Tenant
          shall be in accordance with all of the terms and conditions of this Paragraph 6.
          All work to be performed by Tenant under this Paragraph 6 shall be performed in
          accordance with plans and specifications approved in advance by Landlord and in
          compliance with all applicable codes, rules, regulations, ordinances and laws by
          licensed contractors who are approved in advance by Landlord and who carry
          policies of workers’ compensation and liability insurance in minimum
          coverage amounts acceptable to Landlord. Tenant shall furnish copies of
          insurance certificates evidencing the required insurance coverage prior to
          commencing any work and Landlord shall be designated as an additional insured on
          such certificates. Tenant shall furnish to Landlord written evidence of security
          to assure Landlord that all work performed pursuant to this Paragraph shall be
          free and clear of all mechanic’s liens or other liens, encumbrances,
          security interests and charges. Tenant shall indemnify, defend, protect and hold
          Landlord harmless from and against any and all costs (including attorneys’
          fees and court costs), losses, expenses, damages and other liabilities arising
          out of or in connection with the work performed in accordance with this
          Paragraph. Tenant, at its own cost and expense, may erect such shelves, bins
          machinery and trade fixtures as it desires provided that (a) such items do not
          alter the basic character of the Premises or the Building and/or improvements of
          which the Premises are a part, (b) such items do not overload or damage the
          same, (c) such items may be removed without injury to the Premises, and (d) the
          construction, erection or installation thereof complies with all applicable
          governmental laws, ordinances, regulations and with Landlord’s
          specifications and requirements. All alterations, additions, improvements and
          partitions erected by Tenant shall be and remain the property of Tenant during
          the term of this Lease. All shelves, bins, machinery and trade fixtures
          installed by Tenant shall be removed on or before the earlier to occur of the
          date of termination of this Lease or vacating the Premises, at which time Tenant
          shall restore the Premises to their original condition. All alterations,
          installations, removals and restoration shall be performed in a good and
          workmanlike manner so as not to damage or alter the primary structure or
          structural qualities of the Building and other improvements situated on the
          Premises or of which the Premises are a part. 



     7.    
          SIGNS. Tenant shall not install any signs upon the Premises without the prior
          written consent of Landlord; provided, however, that Landlord agrees not to
          unreasonably withhold its consent to a request for the placement of signage that
          may include Tenant’s logo on the South face of the Building on the pre-cast
          panel, provided that such signage complies with all applicable municipal
          requirements and is consistent with signage approved by Landlord for other
          tenants within the industrial center in which the Building is located. Any signs
          shall be removed at Tenant’s cost upon termination or expiration of this
          Lease. Tenant shall repair, paint, and/or replace the building facial surface to
          which its signs are attached upon vacation of the Premises, or the removal or
          alteration of its signage. Tenant shall not (i) make any changes to the exterior
          of the Premises, (ii) install any exterior lights, decorations, balloons, flags,
          pennants, banners or painting, or (iii) erect or install any signs, windows or
          door lettering, placards, decorations or advertising media of any type which can
          be viewed from the exterior of the Premises, without Landlord’s prior
          written consent. All signs, decorations, advertising media, blinds, draperies
          and other window treatment or bars or other security installations visible from
          outside the Premises shall conform in all respects to the criteria established
          by Landlord. 



     8.    
          UTILITIES. Landlord represents that water, gas, electricity, public waste and
          telephone service is available to the Premises. Tenant shall pay for all water,
          gas, heat, light, power, telephone, sewer, sprinkler charges and other utilities
          and services used on or at the Premises, together with any taxes, penalties,
          surcharges or the like pertaining to the Tenant’s use of the Premises, and
          any maintenance charges for utilities. Landlord shall have the right to cause
          any of said services to be separately metered to Tenant, at Tenant’s
          expense. Tenant shall pay its pro rata share, as reasonably determined by
          Landlord, of all charges for jointly metered utilities. Landlord shall not be
          liable for any interruption or failure of utility service on the Premises unless
          the interruption or failure arises from the willful or negligent acts of
          Landlord or its agents, in which event Landlord shall restore such utility
          service within a reasonable period of time after being notified of such
          interruption or failure; provided, however, if the interruption or failure in
          utility service arising from the wilful or negligent acts of Landlord or its
          agents results in the shut down of Tenant’s operations for more than two
          (2) consecutive business days, Tenant’s rental obligations shall abate
          during the period of such interruption provided that Tenant notifies Landlord of
          such interruption on the day that same occurs. 



     9.    
          INSURANCE. 



        A.                 Landlord,
initially at its own cost but subject to reimbursement pursuant to           Paragraph 2C
above, shall maintain insurance covering the Building in an amount           not less
than eighty percent (80%) of the “replacement cost” thereof           insuring
against the perils of Fire, Lightning, Extended Coverage, Vandalism and
          Malicious Mischief, Liability and Rental Interruption and such other insurance
          as Landlord shall deem necessary.  



        B.                 Tenant,
at its own expense, shall maintain during the term of this  Lease a policy or policies of
worker’s compensation and comprehensive general liability insurance, including
personal injury and property damage, with contractual liability endorsement, in the amount
of One Million Dollars ($1,000,000.00) for property damage and Two Million Dollars
($2,000,000) per occurrence for personal injuries or deaths of persons occurring in or
about the Premises. Tenant, at its own expense, also shall maintain during the term of
this Lease, fire and extended coverage insurance covering the replacement cost of (i) all
alterations, additions, partitions and improvements installed or placed on the Premises by
Tenant or by Landlord on behalf of Tenant and (ii) all of Tenant’s personal property
contained within the Premises, and business interruption insurance insuring loss of
profits in the event of an insured peril damaging the Premises. Said policies shall (i)
name Landlord as an additional insured (except for the worker’s compensation policy,
which instead shall include waiver of subrogation endorsement in favor of Landlord), (ii)
be issued by an insurance company which is reasonably acceptable to Landlord, and (iii)
provide that said insurance shall not be canceled unless thirty (30) days prior written
notice shall have been given to Landlord. Said policies shall provide primary coverage to
Landlord; when any policy issued to Landlord is similar or duplicate in coverage,
Landlord’s policy shall be excess over Tenant’s policies. Said policy or
policies, or certificates thereof, shall be delivered to Landlord by Tenant upon
commencement of the term of the Lease and upon each renewal of said insurance. 



        C.                 Tenant
will not permit the Premises to be used for any purpose or in any manner           that
would (i) void the insurance thereon, (ii) increase the insurance risk, or
          (iii) cause the disallowance of any sprinkler credits, including, without
          limitation, use of the Premises for the receipt, storage or handling of any
          product, material or merchandise that is explosive or highly inflammable. If
any           increase in the cost of any insurance on the Premises or the Building is
caused           by Tenant’s use of the Premises, or because Tenant vacates the
Premises,           then Tenant shall pay the amount of such increase to Landlord.
Landlord has no           reason to believe that Tenant’s intended use of the
Premises as a           distribution, warehouse and repair facility and offices shall
cause any increase           in the cost of any insurance on the Premises or the Building
so long as Tenant           complies with the terms and conditions of the Lease.  








  














	




     10.    
          FIRE AND CASUALTY DAMAGE. 





          A.                 If
the Premises or the Building should be damaged or destroyed by fire or other
          peril, Tenant immediately shall give written notice to Landlord. If the
Building           should be totally destroyed by any peril covered by the insurance to
be provided           by Landlord under Paragraph 9A above, or if they should be so
damaged thereby           that, in Landlord’s estimation, rebuilding or repairs
cannot be completed           within one hundred eighty (180) days after the date of such
damage, this Lease           shall terminate and the rent shall be abated during the
unexpired portion of           this Lease effective upon the date of the occurrence of
such damage and neither           party shall have any further obligations hereunder
except for the return by           Landlord of any remaining balance of the Security
Deposit to Tenant,           Tenant’s liability for any monetary obligations owed to
Landlord arising           prior to the date of termination and any obligations of the
parties that           expressly survive the termination of the Lease.  



          B.                 If
the Building should be damaged by any peril covered by the insurance required
          to be provided by Landlord under Paragraph 9A above, and in Landlord’s
          estimation, rebuilding or repairs can be substantially completed within one
          hundred eighty (180) days after the date of such damage, this Lease shall not
          terminate, and Landlord shall restore the Premises to substantially its
previous           condition, except that Landlord shall not be required to rebuild,
repair or           replace any part of the partitions, fixtures, additions and other
improvements           that may have been constructed, erected or installed in, or about
the Premises           or for the benefit of, or by or for Tenant (excluding the Landlord
          Improvements). To the extent that the event causing such damage is covered by
          insurance, Tenant’s monetary obligations under this Lease shall be abated
          from the date of any casualty or damage through the completion of repairs,
based           on the extent to which such casualty or damage and the resultant repairs
          interfere with Tenant’s business operations or the use of the Premises. If
          such repairs and rebuilding have not been substantially completed within one
          hundred eighty (180) days after the date of such damage (subject to delays
          outside of Landlord’s control), Tenant, as Tenant’s exclusive remedy,
          may terminate this Lease by delivering written notice of termination to
Landlord           in which event the rights and obligations hereunder shall cease and
terminate.           In the event of any insurance claim, Tenant shall be liable for
payment of (i)           its proportionate share of any commercially reasonable
deductible under any of           Landlord’s insurance policies with respect to the
Premises if the insurance           claim pertains to the entire Building (unless another
tenant is responsible for           the damage resulting in the claim or responsible for
the payment of the entire           deductible, in which event Tenant shall have no
responsibility to pay any           portion of the commercially reasonable deductible),
or (ii) the entire           deductible under any of Landlord’s insurance policies
with respect to the           Premises if the insurance claim pertains solely to the
Premises or if the           insurance claim results from an act or omission of Tenant or
Tenant’s           agents, employees, contractors, subtenants, representatives or
invitees.           Landlord hereby notifies Tenant that Landlord’s current
deductible is           $2,500.00 and Tenant hereby acknowledges that such deductible is
commercially           reasonable, but subject to increase during the term of the Lease
as deemed           necessary by Landlord. Landlord agrees to provide Tenant with notice
of any           increase in Landlord’s deductible.  



          C.                 Notwithstanding
anything herein to the contrary, in the event the holder of any           indebtedness
secured by a mortgage or deed of trust covering the Premises           requires that the
insurance proceeds be applied to such indebtedness, then           Landlord shall have
the right to terminate this Lease by delivering written           notice of termination
to Tenant within fifteen (15) days after such requirement           is made known by any
such holder, whereupon all rights and obligations hereunder           shall cease and
terminate.  



          D.                 Anything
in this Lease to the contrary notwithstanding, Landlord and Tenant           hereby waive
and release each other of and from any and all rights of recovery,           claim,
action or cause of action, against each other, their agents, officers and
          employees, for any loss or damage that may occur to the Premises, improvements
          to the Building, or personal property (building contents) within the Building
          and/or Premises, for any reason regardless of cause or origin. Each party to
          this Lease agrees immediately after execution of this Lease to give each
          insurance company, which has issued to it policies of fire and extended
coverage           insurance, written notice of the terms of the mutual waivers contained
in this           subparagraph, and if necessary, to have the insurance policies properly
          endorsed.  



          E.                 If
the Premises are damaged by any peril not covered by the insurance to be
          provided by Landlord under Paragraph 9A above and the cost to repair such
damage           exceeds any amount Tenant may elect to contribute, which election shall
be made           within five (5) days after Landlord notifies Tenant of the lack of
insurance           coverage, Landlord may elect either to commence to repair and restore
the           Premises, in which event this Lease shall remain in full force and effect,
or           not to repair and restore the Premises, in which event this Lease shall
          terminate. If Landlord elects to restore the Premises and such repairs and
          rebuilding have not been substantially completed within one hundred eighty
(180)           days after the date of such damage (subject to delays outside of Landlord’s
          control), Tenant, as Tenant’s exclusive remedy, may terminate this Lease
by           delivering written notice of termination to Landlord in which event the
rights           and obligations hereunder shall cease and terminate. In such event,
          Tenant’s monetary obligations under this Lease shall be abated from the
          date of any casualty or damage through the completion of repairs, based on the
          extent to which such casualty or damage and the resultant repairs interfere
with           Tenant’s business operations or the use of the Premises.  



     11.    
          LIABILITY AND INDEMNIFICATION. 



          A.                 Tenant
shall hold Landlord, Landlord’s affiliates, lenders, and the           officers,
directors, shareholders, partners, employees, managers, contractors,           attorneys
and agents of the foregoing (collectively, “Landlord           Entities”)
harmless from and defend Landlord Entities against (a) any and           all claims or
liability for any injury or damage (i) to any person or property           whatsoever
occurring in, on or about the Premises or any part thereof and/or of           the
Building, including without limitation elevators, stairways, passageways or
          hallways, the use of which Tenant may have in accordance with this Lease, when
          such injury or damage shall be caused by the act, neglect, fault of, or
omission           of any duty with respect to the same by Tenant, its agents, servants,
employees,           or invitees, (ii) arising from the conduct of management of any work
done by the           Tenant in or about the Premises, and (iii) arising from
transactions of the           Tenant, and (b) all costs, counsel fees, expenses and
liabilities incurred in           connection with any such claim or action or proceeding
brought with respect to           subparagraph (a). Except to the extent caused by the
gross negligence or willful           misconduct of Landlord, neither Landlord nor
Landlord Entities shall be liable           for and Tenant waives any claims against
Landlord and Landlord Entities for           injury or damage to the person or the
property of Tenant, Tenant’s           employees, contractors, invitees, customers
or any other person in or about the           Premises, the Building or the common areas
surrounding same from any cause           whatsoever, including, but not limited to,
damage or injury which is caused by           or results from (i) fire, steam,
electricity, gas, water or rain, or from the           breakage, leakage, obstruction or
other defects of pipes, fire sprinklers,           wires, appliances, plumbing, heating,
ventilating, air conditioning or lighting           fixtures or (ii) from the condition
of the Premises, other portions of the           Building or the common areas surrounding
same. Landlord shall not be liable for           any damages arising from any act or
neglect of any other tenants of Landlord or           any subtenant or assignee of such
other tenants nor from the failure by Landlord           to enforce the provisions of any
other lease in the Building or any adjacent           building owned by Landlord or an
affiliate of Landlord. Notwithstanding           Landlord’s negligence, gross
negligence, or breach of the Lease, Landlord           shall under no circumstances be
liable for (a) injury to Tenant’s business,           for any loss of income or
profit therefrom or any indirect, consequential or           punitive damages or (b) any
damage to property or injury to persons arising from           any act of God, such as
earthquakes, hurricanes, floods, etc.  



          B.                 Landlord
shall hold Tenant harmless from and defend and indemnify Tenant against           (a) any
and all claims or liability for any injury or damage (i) to any person           or
property whatsoever occurring in, on or about the Premises or any part           thereof
and/or of the building of which the Premises are a part, including           without
limitation elevators, stairways, passageways or hallways, the use and           control
of which Landlord shall have in accordance with this Lease, when such           injury or
damage shall be caused by the act, neglect, fault of, or omission of           any duty
with respect to the same by Landlord, its agents, servants, employees,           or
invitees, or (ii) arising from the conduct of management of any work done by
          the Landlord in or about the Premises, and (b) all costs, counsel fees,
expenses           and liabilities incurred in connection with any such claim or action
or           proceeding brought with respect to subparagraph (a). Notwithstanding the
          provisions of this Paragraph 11B, the foregoing indemnity shall not apply to
the           extent any claim or liability arises out of and/or with respect to the
negligent           or intentionally wrongful act or omission of Tenant, its agents,
servants,           employees, or invitees, and/or out of Tenant’s breach of this
Lease.  







  














	





The provisions of this Paragraph 11
shall survive the expiration or termination of this Lease with respect to any claims or
liability occurring prior to such expiration or termination. 



     12.    
          USE. The Premises shall be used only for the purpose of receiving, storing,
          shipping and selling (other than retail) products, materials and merchandise
          made and/or distributed by Tenant, computer integration, configuration and
          repairs, and for such other lawful purposes as may be incidental thereto.
          Outside storage, including, without limitation, storage of trucks and other
          vehicles, is prohibited without Landlord’s prior written consent. Tenant
          shall have the right to park its company truck in a dock position on an
          overnight basis. Tenant shall have the non-exclusive right to use, in common
          with other tenants of the Building, the parking provided and designated as such
          by Landlord. Tenant shall comply with all governmental laws, ordinances and
          regulations applicable to the use of the Premises, and promptly shall comply
          with all governmental orders and directives for the correction, prevention and
          abatement of nuisances in or upon, or connected with, the Premises, all at
          Tenant’s sole expense. No pets or other animals of any kind shall be
          permitted on the Premises or parking areas surrounding the Premises except for
          seeing-eye dogs used by handicapped employees, provided that Landlord is
          notified that such dogs will be utilized and Tenant cleans up any debris created
          by such dogs. Tenant shall not permit any objectionable or unpleasant odors,
          smoke, dust, gas, noise or vibrations to emanate from or outside of the
          Premises, nor take any other action that would constitute a nuisance or would
          disturb, unreasonably interfere with, or endanger Landlord or any other lessees
          of the Building in which the Premises are a part. Tenant shall pay the cost of
          any modifications to the Premises, the Building in which the Premises are
          located and the common areas required as a result of Tenant’s particular
          use of the Premises. Tenant shall have the right to locate a rubbish compactor
          and a cardboard bailer in one of the truck docks provided that same are covered. 



     13.    
          INSPECTION. Landlord and Landlord’s agents and representatives shall have
          the right to enter the Premises at any reasonable time and upon reasonable prior
          telephone notice (except in the event of an emergency) during business hours, to
          inspect the Premises and to make such repairs as may be required or permitted
          pursuant to this Lease. During the period that is six (6) months prior to the
          end of the Lease term, upon telephonic notice to Tenant, Landlord and
          Landlord’s representatives may enter the Premises during business hours for
          the purpose of showing the Premises. In addition, Landlord shall have the right
          to erect a suitable sign on the Premises stating the Premises are available.
          Tenant shall notify Landlord in writing at least thirty (30) days prior to
          vacating the Premises and shall arrange to meet with Landlord for a joint
          inspection of the Premises prior to vacating. If Tenant fails to give such
          notice or to arrange for such inspection, then Landlord shall notify Tenant of
          the date and time of the inspection and, if Tenant fails to show up at such
          inspection, Landlord’s inspection of the Premises shall be deemed correct
          for the purpose of determining Tenant’s responsibility for repairs and
          restoration of the Premises. 



     14.    
          ASSIGNMENT AND SUBLETTING. 



          A.                 Tenant
shall not have the right to assign, sublet, transfer or encumber this           Lease, or
any interest therein without the prior written consent of Landlord,           which
consent shall not be unreasonably withheld. Any attempted assignment,
          subletting, transfer or encumbrance by Tenant in violation of the terms and
          covenants of this Paragraph shall be void. In the event Tenant desires to
sublet           the Premises, or any portion thereof, or assign this Lease, Tenant shall
give           written notice thereof to Landlord within a reasonable time prior to the
          proposed commencement date of such subletting or assignment which notice shall
          set forth the name of the proposed sublessee or assignee, the relevant terms of
          any sublease and copies of financial reports and other relevant financial
          information of the proposed sublessee or assignee.  



          B.                 In
addition to, but not in limitation of, Landlord’s right to approve of           any
sublessee or assignee, Landlord shall have the option, in its sole           discretion,
in the event of any proposed assignment or any proposed individual           sublease of
greater than 35,000 square feet or any sublease which, together with           prior
subleases entered into by Tenant, results in greater than 35,000 square           feet of
the Premises being subleased (alternatively, the “Recapturable           Sublease”),
to terminate this Lease, or in case of a Recapturable Sublease,           to recapture
the portion of the Premises to be sublet, as of the date the           subletting or
assignment is to be effective. The option shall be exercised if at           all, by
Landlord giving Tenant written notice thereof within fifteen (15) days
          following Landlord’s receipt of Tenant’s written notice as required
          above. If this Lease shall be terminated with respect to the entire demised
          Premises, pursuant to this Paragraph, the term of this Lease shall end on the
          date stated in Tenant’s notice as the effective date of the sublease or
          assignment as if that date had been originally fixed in this Lease for the
          expiration of the term hereof; provided, however, that effective on such date
          Tenant shall pay Landlord all amounts, as estimated by Landlord, payable by
          Tenant to such date with respect to taxes, insurance, repairs, maintenance,
          restoration and other obligations, costs or charges which are the
responsibility           of Tenant hereunder. Further, upon any such cancellation
Landlord and Tenant           shall have no further obligations or liabilities to each
other under this Lease,           except with respect to obligations or liabilities which
accrued hereunder as of           such cancellation date (in the same manner as if such
cancellation date were the           date originally fixed in this Lease of the
expiration of the term hereof). If           Landlord recaptures under this Paragraph
only a portion of the Premises, the           rent during the unexpired term hereof shall
abate proportionately based on the           rent per square foot contained in this Lease
as of the date immediately prior to           such recapture. Tenant shall, at Tenant’s
own cost and expense, discharge           in full any outstanding commission obligation
on the part of Landlord with           respect to this Lease, and any commissions which
may be due and owing as a           result of any proposed assignment or subletting,
whether or not the Premises are           recaptured pursuant thereto and rented by
Landlord to the proposed Tenant or any           other tenant.  



          C.                 If
this Lease is assigned to any person or entity pursuant to the provisions of
          the Bankruptcy Code, 11 U.S.C. § 101 et. seq. (the “Bankruptcy
          Code”), any and all monies or other consideration payable or otherwise to
          be delivered in connection with such assignment shall be paid or delivered to
          Landlord, shall be and remain the exclusive property of Landlord and shall not
          constitute property of Tenant or of the estate of Tenant within the meaning of
          the Bankruptcy Code. Any and all monies or other considerations constituting
          Landlord’s property under the preceding sentence not paid or delivered to
          Landlord shall be held in trust for the benefit of Landlord and be promptly
paid           or delivered to Landlord. Any person or entity to which this Lease is
assigned           pursuant to the provisions of the Bankruptcy Code, shall be deemed,
without           further act or deed, to have assumed all of the obligations arising
under this           Lease on and after the date of such assignment. Any such assignee
shall upon           demand execute and deliver to Landlord an instrument confirming such
assumption.  



          D.                 Notwithstanding
the foregoing, Tenant shall have the right to assign this Lease           to any
affiliate (as such term is defined in the Securities Act of 1933)           provided that
such assignment is in form satisfactory to Landlord. Any assignee,           sublessee or
transferee of Tenant’s interest in this Lease (all such           assignees,
sublessees and transferees being hereinafter referred to as           “Transferees”),
by assuming Tenant’s obligations hereunder, shall           assume liability to
Landlord for all amounts paid to persons other than Landlord           by such
Transferees in contravention of this Paragraph. No assignment,           subletting or
other transfer, whether consented to by Landlord or not or           permitted hereunder
shall relieve Tenant of its liability hereunder. If an event           of default occurs
while the Premises or any part thereof are assigned or sublet,           then Landlord,
in addition to any other remedies herein provided, or provided by           law, may
collect directly from such Transferee all rents payable to the Tenant           and apply
such rent against any sums due Landlord hereunder. No such collection           shall be
construed to constitute a novation or a release of Tenant from the           further
performance of Tenant’s obligations hereunder.  



          E.                 Tenant
shall reimburse Landlord for all costs and expenses, including           attorneys’ fees,
incurred by Landlord in connection with or resulting from           a request by Tenant
to assign, sublet, transfer or encumber this Lease, or any           interest therein.
Tenant shall reimburse Landlord for such costs and expenses           within fifteen (15)
days of receipt of an invoice for same.  



          F.                 In
the event that Tenant subleases all or a portion of the Premises pursuant to           a
sublease approved in writing by Landlord and such sublease provides for the
          payment of a gross rental (including base rent, taxes, insurance and other
costs           payable under Paragraph 2 of the Lease) and any other consideration owing
to           Tenant in connection with the sublease that exceeds the aggregate payments
owed           by Tenant for such portion of the Premises pursuant to Paragraph 2 of this
          Lease, Tenant shall pay to Landlord at the commencement of the term of the
          sublease fifty percent (50%) of the amount of such excess after deducting
          therefrom the reasonable and verifiable costs incurred by Tenant for brokerage
          commissions, tenant improvements and marketing expenses in connection with such
          sublease. In addition, in the event that Tenant assigns the Lease pursuant to
an           assignment approved in writing by Landlord (other than an assignment
permitted           under Paragraph 14D of the Lease) and Tenant receives consideration
for such           assignment, Tenant shall pay to Landlord the amount of such
consideration upon           Landlord’s execution of a written consent to the
assignment. The failure of           Tenant to make such payment in a timely manner shall
constitute an event of           default under this Lease.  







  














	





     15.    
          CONDEMNATION. If more than twenty percent (20%) of the Premises are taken for
          any public or quasi-public use under governmental law, ordinance or regulation,
          or by right of eminent domain, or by private purchase in lieu thereof (a
          “Condemnation Event”) and the Condemnation Event prevents or
          materially interferes with the use of the Premises for the purpose for which
          they were leased to Tenant, this Lease shall terminate effective on the first to
          occur of the following: (a) the date on which the condemning or purchasing
          authority occupies the Premises (or portion thereof); or (b) the date on which
          the condemning or purchasing authority requires that the Premises (or portion
          thereof) be vacated and neither party shall have any further obligations
          hereunder except for the return by Landlord of any remaining balance of the
          Security Deposit to Tenant, Tenant’s liability for any monetary obligations
          owed to Landlord arising prior to the date of termination and any obligations of
          the parties that expressly survive the termination of the Lease. If less than
          twenty percent (20%) of the Premises are taken after the Condemnation Event,
          this Lease shall not terminate, but the rent payable hereunder during the
          unexpired portion of this Lease shall be reduced to such extent as may be fair
          and reasonable under all of the circumstances. All compensation, awards or
          damages in connection with or resulting from a Condemnation Event (the
          “Award”) shall be paid to and be the sole property of Landlord,
          whether the Award is made as compensation for diminution in value of the
          leasehold estate, the fee interest in the Premises, or some other aspect of
          value associated with the Premises. In furtherance of the foregoing, Tenant
          shall not seek any compensation from the condemning or purchasing authority in
          connection with the Condemnation Event, and Tenant shall assign to Landlord all
          of Tenant’s right, title and interest (if any) in and to the Award.
          Notwithstanding the immediately preceding sentence, nothing herein shall prevent
          Tenant from seeking a separate award attributable to Tenant’s personal
          property, trade fixtures or moving expenses provided that such award does not
          reduce the amount of the Award to Landlord. Tenant further acknowledges and
          agrees that Landlord shall have no monetary or other obligations to Tenant in
          connection with or with respect to a Condemnation Event or an early termination
          of the Lease that is triggered by a Condemnation Event in accordance with this
          Paragraph 15. 



     16.    
          HOLDING OVER. At the termination of this Lease by its expiration or otherwise,
          Tenant immediately shall deliver possession to Landlord with all repairs and
          maintenance required herein to be performed by Tenant completed. If, for any
          reason, Tenant retains possession of the Premises or any part thereof after such
          termination, then Landlord may, at its option, serve written notice upon Tenant
          that such holding over constitutes either (i) creation of a month to month
          tenancy, upon the terms and conditions set forth in this Lease, or (ii) creation
          of a tenancy at sufferance, in any case upon the terms and conditions set forth
          in this Lease; provided, however, that the monthly rental or daily rental under
          (ii) shall, in addition to all other sums which are to be paid by Tenant
          hereunder whether or not as additional rent, be equal to one hundred fifty
          percent (150%) of the rental being paid monthly to Landlord under this Lease
          immediately prior to such termination (prorated in the case of (ii) on the basis
          of a 365 day year for each day Tenant remains in possession). If no such notice
          is served then a tenancy at sufferance shall be deemed to be created at the rent
          in the preceding sentence. Tenant shall also pay to Landlord all damages
          sustained by Landlord resulting from retention of possession by Tenant,
          including the loss of any proposed subsequent tenant for any portion of the
          Premises. The provisions of this Paragraph shall not constitute a waiver by
          Landlord of any right of re-entry as herein set forth; nor shall receipt of any
          rent or any other act in apparent affirmance of the tenancy operate as a waiver
          of the right to terminate this Lease for a breach of any of the terms,
          covenants, or obligations herein on Tenant’s part to be performed. No
          holding over by Tenant, whether with or without consent of Landlord shall
          operate to extend this Lease except as otherwise expressly provided. The
          preceding provisions of this Paragraph 16 shall not be construed as consent for
          Tenant to retain possession of the Premises in the absence of written consent
          thereto by Landlord. 



     17.    
          QUIET ENJOYMENT. Landlord covenants that on or before the Commencement Date it
          will have good title to the Premises, free and clear of all liens and
          encumbrances, excepting only the lien for current taxes not yet due, such
          mortgage or mortgages as are permitted by the terms of this Lease, zoning
          ordinances and other building and fire ordinances and governmental regulations
          relating to the use of such property, and easements restrictions and other
          conditions of record. If this Lease is a sublease then Tenant agrees to take the
          Premises subject to the provisions of the prior Leases. Landlord represents that
          it has the authority to enter into this Lease and that so long as Tenant pays
          all amounts due hereunder and performs all other covenants and agreements herein
          set forth, Tenant shall peaceably and quietly have, hold and enjoy the Premises
          for the term hereof without hindrance or molestation from Landlord, subject to
          the terms and provisions of this Lease. 



     18.    
          EVENTS OF DEFAULT. The following events (herein individually referred to as
          “event of default”) each shall be deemed to be events of
          nonperformance by Tenant under this Lease: 



          A.                 Tenant
shall fail to pay any installment of the rent herein reserved when due,           or any
other payment or reimbursement to Landlord required herein when due, and           such
failure shall continue for a period of five (5) days from the date such           payment
was due; provided, however, that Tenant’s failure to make a payment           within
this time period shall not be deemed an event of default for the first           such
occurrence during any twelve (12) month period of the Lease so long as           payment
is made within five (5) days after written notice from Landlord; no           further
opportunity to cure shall be provided to Tenant during any twelve (12)           month
period of the Lease.  



          B.                 The
Tenant or any guarantor of the Tenant’s obligations hereunder shall (i)
          become insolvent, (ii) admit in writing its inability to pay its debts, (iii)
          make a general assignment for the benefit of creditors, (iv) commence any case,
          proceeding or other action seeking to have an order for relief entered on its
          behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking
          reorganization, arrangement, adjustment, liquidation, dissolution or
composition           of it or its debts under any law relating to bankruptcy,
insolvency,           reorganization or relief of debtors or seeking appointment of a
receiver,           trustee, custodian or other similar official for it or for all or of
any           substantial part of its property, or (v) take any action to authorize or in
          contemplation of any of the actions set forth above in this Paragraph.  



          C.                 Any
case, proceeding or other action against the Tenant or any guarantor of the
          Tenant’s obligations hereunder shall be commenced seeking (i) to have an
          order for relief entered against it as debtor or to adjudicate it a bankrupt or
          insolvent, (ii) reorganization, arrangement, adjustment, liquidation,
          dissolution or composition of it or its debts under any law relating to
          bankruptcy, insolvency, reorganization or relief of debtors, or (iii)
          appointment of a receiver, trustee, custodian or other similar official for it
          or for all or any substantial part of its property, and such case, proceeding
or           other action (a) results in the entry of an order for relief against it
which it           is not fully stayed within seven (7) business days after the entry
thereof or           (b) shall remain undismissed for a period of forty-five (45) days.  



          D.                 Tenant
shall (i) vacate all or a substantial portion of the Premises or (ii)           fail to
continuously operate its business at the Premises for the permitted use           set
forth herein, whether or not Tenant is in default of the rental payments due
          under this Lease; provided, however, in any case, Tenant shall not be in
default           under this Paragraph so long as it (x) continues to pay Rent, (y)
regulate the           temperature and utilities within the Premises in such a manner as
to not cause           damage thereto and otherwise continue to maintain the Premises in
accordance           with the requirements of the Lease and (z) notifies Landlord of its
intent with           respect to (i) and (ii) above.  



          E.                 Tenant
shall fail to discharge any lien placed upon the Premises in violation of
          Paragraph 21 hereof within twenty (20) days after any such lien or encumbrance
          is filed against the Premises.  



          F.                 Tenant
shall fail to comply with any term, provision or covenant of this Lease           (other
than those listed in this Paragraph 18), and shall not cure such failure           within
twenty (20) days after written notice thereof to Tenant. Notwithstanding           the
foregoing, if the nature of Tenant’s obligation is such that more than
          twenty (20) days is required to cure such failure, then Tenant shall have such
          time as is reasonably required provided Tenant commences such performance
          promptly after written notice from Landlord and diligently prosecute same to
          completion.  







  














	




          G.                 Tenant
shall fail to comply with the terms and provisions of Paragraph 24           hereunder.  



          H.                 Tenant
shall fail to deliver the estoppel certificate within the time provided           in
Paragraph 22D.  



     19.    
          REMEDIES. 



          A.                 Upon
each occurrence of an event of default, Landlord shall have the option to
          pursue any one or more of the following remedies without any notice or demand:  











	 	(1) 	Terminate
this Lease; and/or 






	 	(2) 	Enter
upon and take possession of the Premises without terminating this Lease;
                    and/or  






	 	(3) 	Alter
all locks and other security devices at the Premises with or without
                    terminating this Lease, and pursue, at Landlord’s option, one or
more                     remedies pursuant to this Lease, Tenant hereby specifically
waiving any state or                     federal law to the contrary; and in any such
event Tenant immediately shall                     surrender the Premises to Landlord,
and if Tenant fails so to do Landlord,                     without waiving any other
remedy it may have, may enter upon and take possession                     of the
Premises and expel or remove Tenant and any other person who may be
                    occupying such Premises or any part thereof, without being liable for
                    prosecution or any claim of damages therefor; and/or  






	 	(4) 	 Maintain
Tenant’s right to possession in which case this Lease shall
                    continue in effect whether or not Tenant shall have abandoned the
Premises. In                     such event Landlord shall be entitled to enforce all of
Landlord’s rights                     and remedies under this Lease, including the
right to recover rent as it becomes                     due.  






	


          B.                 If
Landlord terminates this Lease, at Landlord’s option, Tenant shall be
          liable for and shall pay to Landlord, the sum of all rental and other payments
          owed to Landlord hereunder accrued to the date of such termination, plus, as
          liquidated damages, an amount equal to (1) the present value of the total
rental           and other payments owed hereunder for the remaining portion of the Lease
term,           calculated as if such term expired on the date set forth in Paragraph 1,
less           (2) all amounts received by Landlord through reletting the Premises during
such           remaining term (but only to the extent of the rent herein reserved). An
action           to collect amounts due by Tenant to Landlord under this subparagraph may
be           brought following termination of the Lease without the necessity of
          Landlord’s waiting until the expiration of the Lease Term.  



          C.                 If
Landlord repossesses the Premises without terminating the Lease, Tenant, at
          Landlord’s option, shall be liable for and shall pay Landlord on demand
all           rental and other payments owed to Landlord hereunder, accrued to the date
of           such repossession, plus all amounts required to be paid by Tenant to
Landlord           until the date of expiration of the term as stated in Paragraph 1,
diminished by           all amounts received by Landlord through reletting the Premises
during such           remaining term (but only to the extent of the rent herein
reserved). Actions to           collect amounts due by Tenant to Landlord under this
subparagraph may be brought           from time to time, on one or more occasions,
without the necessity of           Landlord’s waiting until expiration of the Lease
term.  



          D.                 Upon
an event of default, in addition to any sum provided to be paid herein,           Tenant
also shall be liable for and shall pay to Landlord (i) brokers’ fees
          incurred by Landlord in connection with reletting the whole or any part of the
          Premises, (ii) the costs of removing and storing Tenant’s or other
          occupant’s property, (iii) the costs of repairing, altering, remodeling or
          otherwise putting the Premises into condition acceptable to a new tenant or
          tenants, (iv) all reasonable expenses incurred in marketing the Premises, and
          (v) all reasonable expenses incurred by Landlord in enforcing or defending
          Landlord’s rights and/or remedies. If either party hereto institute any
          action or proceeding to enforce any provision hereof by reason of any alleged
          breach of any provision of this Lease, the prevailing party shall be entitled
to           receive from the losing party all reasonable attorneys’ fees and all
court           costs in connection with such proceeding.  



          E.                 In
the event Tenant fails to make any payment due hereunder when payment is due,
          to help defray the additional cost to Landlord for processing such late
          payments, Tenant shall pay to Landlord on demand a late charge in an amount
          equal to five percent (5%) of such installment; and the failure to pay such
          amount within ten (10) days after demand therefor shall be an additional event
          of default hereunder. The provision for such late charge shall be in addition
to           all of Landlord’s other rights and remedies hereunder or at law and
shall           not be construed as liquidated damages or as limiting Landlord’s
remedies           in any manner.  



          F.                 Exercise
by Landlord of any one or more remedies hereunder granted or otherwise
          available shall not be deemed to be an acceptance of surrender of the Premises
          by Landlord, whether by agreement or by operation of law, it being understood
          that such surrender can be effected only by the written agreement of Landlord
          and Tenant. Tenant and Landlord further agree that forbearance by Landlord to
          enforce its rights pursuant to the Lease at law or in equity, shall not be a
          waiver of Landlord’s right to enforce one or more of its rights in
          connection with any subsequent default.  



          G.                 In
the event of termination and/or repossession of the Premises for an event of
          default, Landlord shall use reasonable efforts to relet the Premises and to
          collect rental after reletting, provided, that, Tenant shall not be entitled to
          credit or reimbursement of any proceeds in excess of the rental owed hereunder.
          Landlord may relet the whole or any portion of the Premises for any period, to
          any Tenant and for any use and purpose.  



          H.                 If
Landlord fails to perform any of its obligations hereunder within thirty (30)
          days after written notice from Tenant specifying such failure, Tenant’s
          exclusive remedy shall be an action for damages. Notwithstanding the foregoing,
          if the nature of Landlord’s obligation is such that more than thirty (30)
          days is reasonably required to cure such failure, then Landlord shall have such
          time as is reasonably required provided Landlord commences such performance
          within thirty (30) days after written notice from Tenant and thereafter
          diligently prosecutes the same to completion. Unless and until Landlord fails
to           so cure any default after such notice, Tenant shall not have any remedy or
cause           of action by reason thereof. All obligations of Landlord hereunder will
be           construed as covenants, not conditions; and all such obligations will be
binding           upon Landlord only during the period of its possession of the Premises
and not           thereafter. The term “Landlord” shall mean only the owner,
for the           time being of the Premises, and in the event of the transfer by such
owner of           its interest in the Premises, such owner shall thereupon be released
and           discharged from all covenants and obligations of the Landlord thereafter
          accruing, but such covenants and obligations shall be binding during the Lease
          term upon each new owner for the duration of such owner’s ownership.
          Notwithstanding any other provision hereof, Landlord shall not have any
personal           liability hereunder. In the event of any breach or default by Landlord
in any           term or provision of this Lease, Tenant agrees to look solely to the
equity or           interest then owned by Landlord in the Premises or of the Building;
in no event,           shall any deficiency judgment or any money judgment of any kind be
sought or           obtained against any Landlord.  



          I.                 If
Landlord repossesses the Premises pursuant to the authority herein granted,
          then Landlord shall have the right to (i) keep in place and use or (ii) remove
          and store all of the furniture, fixtures and equipment at the Premises
including           that which is owned by or leased to Tenant at all times prior to any
foreclosure           thereon by Landlord or repossession thereof by any Landlord thereof
or third           party having a lien thereon. Landlord also shall have the right to
relinquish           possession of all or any portion of such furniture, fixtures,
equipment and           other property to any person (“Claimant”) who presents
to Landlord a           copy of any instrument represented by Claimant to have been
executed by Tenant           (or any predecessor of Tenant) granting Claimant the right
under various           circumstances to take possession of such furniture, fixtures,
equipment or other           property, without the necessity on the part of Landlord to
inquire into the           authenticity or legality of said instrument. The rights of
Landlord herein           stated shall be in addition to any and all other rights that
Landlord has or may           hereafter have at law or in equity; and Tenant stipulates
and agrees that the           rights herein granted Landlord are commercially reasonable.  







  














	




          J.                 Notwithstanding
anything in this Lease to the contrary, all amounts payable by           Tenant to or on
behalf of Landlord under this Lease, whether or not expressly           denominated as
rent, shall constitute rent.  



          K.                 This
is a contract under which applicable law excuses Landlord from accepting
          performance from (or rendering performance to) any person or entity other than
          Tenant.  



     20.    
          MORTGAGES. Tenant accepts this Lease subject and subordinate to any mortgages
          and/or deeds of trust now or at any time hereafter constituting a lien or charge
          upon the Premises or the improvements situated thereon or the Building,
          provided, however, that if the mortgagee, trustee, or holder of any such
          mortgage or deed of trust elects to have Tenant’s interest in this Lease
          superior to any such instrument, then by notice to Tenant from such mortgagee,
          trustee or holder, this Lease shall be deemed superior to such lien, whether
          this Lease was executed before or after said mortgage or deed of trust. Tenant,
          at any time hereafter on demand, shall execute any instruments, releases or
          other documents that may be required by any mortgagee for the purpose of
          subjecting and subordinating this Lease to the lien of any such mortgage,
          provided that the mortgagee agrees not to disturb Tenant’s rights under the
          Lease so long as Tenant is not in default hereunder. 



     21.    
          MECHANIC’S LIENS. Tenant has no authority, express or implied, to create or
          place any lien or encumbrance of any kind or nature whatsoever upon, or in any
          manner to bind the interest of Landlord or Tenant in the Premises or to charge
          the rentals payable hereunder for any claim in favor of any person dealing with
          Tenant, including those who may furnish materials or perform labor for any
          construction or repairs. Tenant covenants and agrees that it will pay or cause
          to be paid all sums legally due and payable by it on account of any labor
          performed or materials furnished in connection with any work performed on the
          Premises and that it will save and hold Landlord harmless from any and all loss,
          cost or expense based on or arising out of asserted claims or liens against the
          leasehold estate or against the right, title and interest of the Landlord in the
          Premises or under the terms of this Lease. Tenant agrees to give Landlord
          immediate written notice of the placing of any lien or encumbrance against the
          Premises. 



     22.    
          MISCELLANEOUS. 



          A.                 Words
of any gender used in this Lease shall be held and construed to include           any
other gender, and words in the singular number shall be held to include the
          plural, unless the context otherwise requires. The captions inserted in this
          Lease are for convenience only and in no way define, limit or otherwise
describe           the scope or intent of this Lease, or any provision hereof, or in any
way affect           the interpretation of this Lease.  



          B.                 The
terms, provisions and covenants and conditions contained in this Lease shall
          run with the land and shall apply to, inure to the benefit of, and be binding
          upon, the parties hereto and upon their respective heirs, executors, personal
          representatives, legal representatives, successors and assigns, except as
          otherwise herein expressly provided. Landlord shall have the right to transfer
          and assign, in whole or in part, its rights and obligations in the Building and
          property that are the subject of this Lease. Each party agrees to furnish to
the           other, promptly upon demand, a corporate resolution, proof of due
authorization           by partners, evidence of good standing or other appropriate
documentation           evidencing the due authorization of such party to enter into this
Lease.  



          C.                 Landlord
shall not be held responsible for delays in the performance of its           obligations
hereunder when caused by material shortages, weather, acts of God or           labor
disputes.  



          D.                 Tenant
agrees, from time to time, within ten (10) days after request by           Landlord, to
deliver to Landlord or Landlord’s designee, certificates of           occupancy
pertaining to the installation of racking and the use of racking (with           the
parties acknowledging that Landlord will obtain a certificate of occupancy
          prior to the commencement of constructing the Landlord Improvements), most
          recently available financial statements prepared in accordance with GAAP, and
an           estoppel certificate stating that this Lease is in full force and effect,
the           date to which rent is paid and such other factual matters pertaining to
this           Lease as may be requested by Landlord. Tenant hereby irrevocably appoints
          Landlord as attorney-in-fact for the Tenant with full power and authority to
          execute and deliver in the name of Tenant such estoppel certificate if Tenant
          fails to deliver the same within such ten (10) day period and such certificate
          as signed by Landlord or Landlord’s beneficiary, as the case may be, shall
          be fully binding on Tenant, if Tenant fails to deliver a contrary certificate
          within five (5) days after receipt by Tenant of a copy of the certificate
          executed by Landlord or Landlord’s beneficiary, as the case may be, on
          behalf of Tenant.  



          E.                 This
Lease constitutes the entire understanding and agreement of the Landlord           and
Tenant with respect to the subject matter of this Lease, and contains all of
          the covenants and agreements of Landlord and Tenant with respect thereto.
          Landlord and Tenant each acknowledge that no representations, inducements,
          promises or agreements oral or written, have been made by Landlord or Tenant,
or           anyone acting on behalf of Landlord or Tenant, which are not contained
herein,           and any prior agreements, promises, negotiations, or representations
not           expressly set forth in this Lease are of no force or effect. This Lease may
not           be altered, changed or amended except by an instrument in writing signed by
both           parties hereto.  



          F.                 All
obligations of Tenant hereunder not fully performed as of the expiration or
          earlier termination of the term of this Lease shall survive the expiration or
          earlier termination of the term hereof, including, without limitation, all
          payment obligations with respect to taxes and insurance and all obligations
          concerning the condition and repair of the Premises. Upon the expiration or
          earlier termination of the term hereof, and prior to Tenant vacating the
          Premises, Tenant shall pay to Landlord any amount reasonably estimated by
          Landlord as necessary to put the Premises, including, without limitation, all
          heating and air conditioning systems and equipment therein, in good condition
          and repair, reasonable wear and tear excluded. Tenant shall also, prior to
          vacating the Premises, pay to Landlord the amount, as estimated by Landlord, of
          Tenant’s obligation hereunder for real estate taxes and insurance premiums
          for the year in which the Lease expires or terminates, prorated through the
date           of expiration or termination. All such amounts shall be used and held by
          Landlord for payment of such obligations of Tenant hereunder, with Tenant being
          liable for any additional costs therefor upon demand by Landlord, or with any
          excess to be returned to Tenant after all such obligations have been determined
          and satisfied as the case may be. Any security deposit held by Landlord shall
be           credited against the amount due from Tenant under this Paragraph 22F.  



          G.                 If
any clause or provision of this Lease is illegal, invalid or unenforceable
          under present or future laws effective during the term of this Lease, then and
          in that event, it is the intention of the parties hereto that the remainder of
          this Lease shall not be affected thereby, and it is also the intention of the
          parties to this Lease that in lieu of each clause or provision of this Lease
          that is illegal, invalid or unenforceable, there be added, as a part of this
          Lease, a clause or provision as similar in terms to such illegal, invalid or
          unenforceable clause or provision as may be possible and be legal, valid and
          enforceable.  



          H.                 All
references in this Lease to “the date hereof” or similar           references
shall be deemed to refer to the last date, in point of time, on which           all
parties hereto have executed this Lease.  



          I.                 Landlord
and Tenant represent and warrant to the other that it has dealt with no           broker,
agent or other person in connection with this transaction other than           Trammell
Crow Company, Grubb & Ellis and Cushman & Wakefield           (collectively, the
“Brokers”) or that no broker, agent or other person           brought about
this transaction other than the Brokers, other than as may be           referenced in a
separate written agreement executed by such party, and delivered           to the other
party. Landlord agrees to pay the brokerage commission of Trammell           Crow Company
and Grubb & Ellis in connection with this leasing transaction.           Landlord and
Tenant agree to indemnify and hold the other party harmless from           and against
any claims by any other broker, agent or other person other than           Trammell Crow
Company and Grubb & Ellis claiming a commission or other form           of
compensation by virtue of having dealt with such party with regard to this
          leasing transaction. The parties specifically acknowledge and agree that
Cushman           & Wakefield is not entitled to a commission or other form of
compensation in           connection with this leasing transaction.  







  














	





          J.                 If
and when included within the term “Landlord”, as used in this
          instrument, there is more than one person, firm or corporation, all shall
          jointly arrange among themselves for their joint execution of a notice
          specifying some individual at some specific address for the receipt of notices
          and payments to Landlord. If and when included within the term           “Tenant”,
as used in this instrument, there is more than one person,           firm or corporation,
all shall jointly arrange among themselves for their joint           execution of a
notice specifying some individual at some specific address within           the
continental United States for the receipt of notices and payments to Tenant.
          All parties included within the terms “Landlord” and           “Tenant”,
respectively shall be bound by notices given in accordance           with the provisions
of Paragraph 23 hereof to the same effect as if each had           received such notice.  



          K.                 Tenant’s
“proportionate share”, as used in this Lease, shall mean           a fraction,
the numerator of which is 69,960 and the denominator of which is           85,326
equaling 81.99%.  



          L.                 Submission
of this Lease shall not be deemed to be a reservation of the           Premises. Landlord
shall not be bound hereby until its delivery to Tenant of an           executed copy
hereof signed by Landlord, already having been signed by Tenant,           and until such
delivery Landlord reserves the right to exhibit and lease the           Premises to other
prospective tenants. Notwithstanding anything contained herein           to the contrary
Landlord may withhold delivery of possession of the Premises           from Tenant until
such time as Tenant has paid to Landlord the Security Deposit           required by
Paragraph 2B hereto and one month’s rent as set forth in           Paragraph 2A
hereof.  



          M.                 In
the event Tenant requests Landlord to execute any waiver, subordination,
          consent or other document in connection with a proposed loan, line of credit or
          other financing to Tenant, Tenant shall reimburse Landlord for all costs and
          expenses, including attorney’s fees, incurred by Landlord in connection
          with or resulting from such request. Tenant shall reimburse Landlord for such
          costs and expenses within fifteen (15) days of receipt of an invoice for same.  



     23.    
          NOTICES. Each provision of this instrument or of any applicable governmental
          laws, ordinances regulations and other requirements with reference to the
          sending, mailing or delivering of notice or the making of any payment by
          Landlord to Tenant or with reference to the sending, mailing or delivering of
          any notice or the making of any payment by Tenant to Landlord shall be deemed to
          be complied with when and if the following steps are taken: 



          (a)                 All
rent and other payments required to be made by Tenant to Landlord hereunder
          shall be payable to Landlord at P.O. Box 503012, St. Louis, Missouri 63150-3012
          or at such other address as Landlord may specify from time to time by written
          notice delivered in accordance herewith. Tenant’s obligation to pay rent
          and any other amounts to Landlord under the terms of this Lease shall not be
          deemed satisfied until such rent and other amounts have been actually received
          by Landlord. In addition to base rental due hereunder, all sums of money and
all           payments due Landlord hereunder shall be deemed to be additional rental
owed to           Landlord.  



          (b)                 All
payments required to be made by Landlord to Tenant hereunder shall be           payable
to Tenant at the address set forth below, or at such other address           within the
continental United States as Tenant may specify from time to time by           written
notice delivered in accordance herewith.  



          (c)                 Any
written notice or document required or permitted to be delivered hereunder
          shall be deemed to be delivered whether actually received or not when deposited
          in the United States Mail, postage prepaid, Certified Mail, addressed to the
          parties hereto at the respective addresses set out below, or at such other
          address as they have theretofore specified by written notice delivered in
          accordance herewith.  



     24.    
          HAZARDOUS WASTE. 



          A.                 The
term “Hazardous Substances”, as used in this Lease shall mean
          pollutants, contaminants, toxic or hazardous materials or wastes, petroleum
          products or any other substances, 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 and all federal, state or local laws
          including statutes, regulations, ordinances, codes, rules and other
governmental           restrictions and requirements relating to the environment,
hazardous substances,           or petroleum products including, but not limited to, the
Federal Solid Waste           Disposal Act, the Federal Clean Air Act, the Federal Clean
Water Act, the           Federal Resource Conservation and Recovery Act of 1976, the
Federal           Comprehensive Environmental Response, Compensation and Liability Act of
1980,           regulations of the Environmental Protection Agency, regulations of the
nuclear           Regulatory Agency, regulations or laws administered by OSHA and
regulations of           any state department of natural resources or state environmental
protection           agency now or at any time hereinafter in effect.  



          B.                 Tenant
hereby agrees that (i) no activity will be conducted on the Premises by           Tenant
or Tenant’s agents, employees, contractors, representatives,           invitees or
subtenants that shall produce any Hazardous Substance, except for           such
activities that are part of the ordinary course of Tenant’s business           (the
“Permitted Activities”) provided said Permitted Activities are
          conducted in accordance with all Environmental Laws, are fully and completely
          disclosed to Landlord, and are expressly approved in advance in writing by
          Landlord, (ii) the Premises shall not be used by Tenant or Tenant’s
agents,           employees, contractors, representatives, invitees or subtenants in any
manner           for the storage of those Hazardous Substances, except for such storage
that is           in the ordinary course of Tenant’s business in amounts appropriate
for such           use (the “Permitted Material”) provided such Permitted
Materials are           properly stored in a manner and location meeting all
Environmental Laws, are           fully and completely disclosed to Landlord, and are
expressly approved in           advance in writing by Landlord, (iii) no portion of the
Premises shall be used           as a landfill or a dump, (iv) Tenant shall not install
any underground tanks of           any type, (v) Tenant shall not allow any surface or
subsurface conditions to           exist or come into existence that constitute, or with
the passage of time may           constitute, a public or private nuisance, and (vi)
Tenant shall not permit any           Hazardous Substances to be brought onto the
Premises, except for the Permitted           Materials, and if so brought or found
located thereon, the same shall be           immediately removed, with proper disposal,
and all required removal and cleanup           procedures shall be diligently undertaken
pursuant to all Environmental Laws.           Tenant shall immediately give Landlord
written notice as soon as Tenant becomes           aware of any suspected breach of this
Paragraph, or any condition or           circumstance which makes the environmental
warranties contained in this Lease           incomplete, inaccurate or misleading, upon
learning of the presence or any           release of any Hazardous Substances, or upon
receiving any correspondence,           notice, pleading, citation, indictment,
complaint, order, decree, or other           document from any source asserting or
alleging a circumstance or condition which           requires or may require a cleanup,
removal, remedial action, or other response           by, or on the part of the Tenant
under Environmental Laws, or which seeks           criminal or punitive penalties from
Tenant for an alleged violation of           Environmental Laws, or otherwise pertaining
to Hazardous Substances which may           affect the Premises, together with a copy
thereof. In the event of any such           circumstance, Tenant agrees, at its expense
and at the request of Landlord, to           permit an environmental audit solely for the
benefit of the Landlord, to be           conducted by the Landlord or an independent
agent selected by the Landlord and           which may not be relied upon by the Tenant
for any purpose. This provision shall           not relieve the Tenant from conducting
its own environmental audits or taking           any other steps necessary to comply with
Environmental Laws. Landlord, in the           event it is named as a party, shall have
the right, but not the obligation, to           join and participate in any legal
proceedings or actions initiated in connection           with any matters related to
Environmental Laws and to have its attorneys’          fees in connection therewith
paid by Tenant. Tenant shall, at Landlord’s           request, defend all suits,
actions or proceedings commenced against Landlord           with counsel approved by
Landlord, in Landlord’s sole discretion, and           Tenant shall pay all costs
and judgments associated therewith.  







  














	




          C.                 Tenant
shall be solely responsible and shall indemnify, defend and hold Landlord
          Entities harmless from and against all claims, demands, actions, losses,
          liabilities, costs, expenses, damages and obligations of any nature (including,
          without limitation, diminution in value of the Premises; all consequential
          damages; the cost of any required or necessary repair, cleanup or
detoxification           of the Premises; the preparation and implementation of any
closure, remedial or           other required plans; damages for the loss or restriction
on use of rentable or           usable space or of any amenity of the Premises; damages
arising from any adverse           impact on marketing of space; damages to adjacent
property; costs of restoring           the Premises, and sums paid in settlement of
claims, attorneys’ fees, court           costs, consultant fees, and expert fees)
incurred by or asserted against           Landlord and directly or indirectly as a result
of, arising from, connected           with, or attributable to use of the Premises by
Tenant or its agents, employees,           contractors, representatives, invitees or
subtenants, or the generation,           storage, release, threatened release, discharge,
disposal, removal or presence           of any Hazardous Substances by Tenant or its
agents, employees, contractors,           representatives, invitees or subtenants, or
relating to any activity, act or           omission involving Hazardous Substances or
noncompliance with any Environmental           Law by Tenant or its agents, employees,
contractors, representatives, invitees           or subtenants. The foregoing
indemnification shall survive the termination or           expiration of the Lease.
Notwithstanding anything to the contrary contained in           this Lease, any default
under the terms of this Paragraph shall be a material           default under this Lease
enabling Landlord, at Landlord’s option, to           immediately exercise any of
the remedies set forth in this Lease, in addition to           any other remedies
available to Landlord, without notice to Tenant and without           obligation to
provide any grace or cure period to Tenant. Notwithstanding           anything to the
contrary contained herein, Landlord’s approval of any           activity or storage
relating to any Hazardous Substance is not intended to, and           shall not, be
deemed an undertaking by Landlord to determine whether or not such           activity or
storage is in compliance with Environmental Laws and Landlord           assumes no
responsibility with respect thereto.  



     25.    
          ADDITIONAL PROVISIONS. See Exhibits “A”, “B”, C” and
          “D” attached hereto and incorporated by reference herein. 



     26.    
          LANDLORD’S LIEN. In addition to any statutory lien for rent in
          Landlord’s favor, Landlord shall have and Tenant hereby grants to Landlord
          a continuing security interest for all rentals and other sums of money become
          due hereunder from Tenant, upon all goods, wares, equipment, fixtures,
          furniture, inventory, and other personal property of Tenant now or hereafter
          situated at the Premises, and such property shall not be removed therefrom
          without the consent of Landlord until all arrearages in rent as well as any and
          all other sums of money then due to Landlord hereunder shall first have been
          paid and discharged. In the event any of the foregoing described property is
          removed from the Premises in violation of the covenant in the preceding
          sentence, the security interest shall continue in such property and all proceeds
          and products, regardless of location. Upon a default hereunder by Tenant in
          addition to all other rights and remedies, Landlord shall have all rights and
          remedies under the Uniform Commercial Code including, without limitation, the
          right to sell the property described in this Paragraph at public or private sale
          upon five (5) days notice by Landlord. Tenant hereby agrees to execute such
          other instruments, necessary or desirable under applicable law to perfect the
          security interest hereby created. Landlord and Tenant agree that this Lease and
          security agreement serves as a financing statement and that a copy, photographic
          or other reproduction of this portion of this Lease may be filed of record by
          Landlord and have the same force and effect as the original. This security
          agreement and financing statement also covers fixtures located at the Premises
          subject to this Lease and identified in Exhibit “A” attached hereto
          and incorporated herein by reference and is to be filed for record in the real
          estate records. The record owner of this property is AMB Property II, L.P.
          Notwithstanding the above, Landlord agrees that the foregoing Landlord’s
          lien shall be subordinate to the liens of Tenant’s floor financing
          creditors, GE Distribution Finance and IBM Credit LLC (the “Lenders”).
          In furtherance thereof, and subject to the terms of Paragraph 22M of this Lease,
          Landlord agrees to execute instruments consistent with the form attached hereto
          as Exhibit “C”, subject to reasonable modifications requested by the
          Lenders, provided that such instruments are executed by the Lenders and
          consented to by Tenant in writing. 



     27.    
          OPTION TO TERMINATE. Tenant shall have the one-time right to terminate the Lease
          and surrender possession of the Premises at the end of the thirty-sixth (36th)
          month following the Rent Commencement Date (the “Termination Date”) by
          providing written notice to Landlord of its intent to terminate (the
          “Termination Notice”) on or before nine (9) months prior to the
          Termination Date (the “Option Date”), together with a payment in the
          amount of $106,037.50 representing one-half (1/2) of the $212,075.00 termination
          fee (the “Termination Fee”) accompanying the Termination Notice. The
          second installment of the Termination Fee in the amount of $106,037.50 shall be
          due and payable on the Termination Date. The Termination Fee equals the sum of
          (a) a penalty in the amount of $21,000.00, (b) unamortized leasing commissions
          paid by Landlord in the amount of $48,312.00, and (c) the unamortized cost of
          the Landlord Improvements in the amount of $142,763.00 (based upon the estimated
          cost of that portion of the Landlord Improvements that are specific to
          Tenant’s use). At such time as the actual cost of the Landlord Improvements
          is determined, the Termination Fee shall be re-calculated by Landlord and notice
          of same shall be furnished to Tenant. Effective on the Termination Date, Tenant
          shall surrender the Premises in the condition required hereunder and the rights,
          liabilities and obligations of the parties hereunder shall cease and terminate,
          except that: (a) each party shall remain liable for all outstanding amounts due
          under the Lease and other obligations owing under the Lease that have accrued on
          or prior to the Termination Date, and (b) all obligations of the parties under
          the Lease, including Tenant’s environmental indemnification of Landlord,
          accruing on or prior to the date that Tenant vacates the Premises or arising out
          of Tenant’s occupancy of the Premises, shall remain in full force and
          effect. In the event the Termination Notice and the first installment of the
          Termination Fee are not delivered to Landlord on or before the Option Date or
          the second half installment of the Termination Fee is not delivered to Landlord
          on or before the Termination Date, the option to terminate contained within this
          Paragraph 27 shall be null and void and of no further force or effect and the
          Lease shall continue in accordance with its terms. 



     28.    
          LEASE GUARANTY. This Lease shall be conditioned upon and shall not take effect
          until such time as the Lease Guaranty attached hereto as Exhibit “D”
          is executed by Zones, Inc., the parent company of Tenant. 



[Signatures appear on
following page]  







  














	





EXECUTED BY LANDLORD, this 19th day
of March, 2004. 









	Attest
      /Witness	 	 		 	 
	 	 	 	 	 	 
	/S/ JOHN
      G MELLOR                                       	 	 		 	 
		 	 	AMB PROPERTY
      II, L.P.,	 	 
	Title:
      VP/CFO                                                     	 	 	a Delaware
      limited partnership	 	 
	 	 	 	 	 	 
		 	 	By: TEXAS
      AMB I, LLC,	 	 
		 	 	        a
      Delaware limited liability company	 	 
	 	 	 	 	 	 
		 	 	Its:General
      Partner	 	 
	 	 	 	 	 	 
		 	 	By:
      AMB PROPERTY HOLDING CORPORATION,	 	 
		 	 	       a
      Maryland corporation	 	 
	 	 	 	 	 	 
		 	 	Its:
      Sole Member	 	 
	 	 	 	 	 	 
		 	 	By:  /S/                                                              	 	 
	 	 	 	 	 	 
		 	 	Title:  VICE
      PRESIDENT                                	 	 
	 	 	 	 	 	 
		 	 	ADDRESS:	 	 
	 	 	 	 	 	 
		 	 	AMB Property
      Corporation	 	 
		 	 	Attn: Regional
      Manager - Chicago	 	 
		 	 	One O'Hare
      Center	 	 
		 	 	6250 North
      River Road, Suite 1100	 	 
		 	 	Rosemont,
      Illinois 60018	 	 
	 	 	 	 	 	 
		 	 	WITH A COPY
      TO:	 	 
	 	 	 	 	 	 
		 	 	AMB Property
      Corporation	 	 
		 	 	Attn: Regional
      Manager-Chicago	 	 
		 	 	Sixty State
      Street, Suite 3700	 	 
		 	 	Boston, Massachusetts
      02109	 	 
	 	 	 	 	 	 
	EXECUTED
      BY TENANT, this 19th day of March, 2004	 	 		 	 
	 	 	 	 	 	 
	Attest /Witness	 	 		 	 
		 	 	CORPORATE
      PC SOURCE,	 	 
		 	 	an Illinois
      corporation	 	 
	 	 	 	 	 	 
	  /S/
      JOHN G MELLOR                                             	 	 	By:  
      /S/ CHRISTINA M CORLEY           	 	 
	 	 	 		 	 
	Title:
      VP/CFO                                                             	 	 	Title:
      CEO/PRESIDENT                             	 	 
	 	 	 	 	 	 
		 	 	ADDRESS:	 	 
	 	 	 	 	 	 
		 	 	Corporate
      PC Source	 	 
		 	 	780 AEC Drive	 	 
		 	 	Wood Dale,
      Illinois 60191