WWW.EXFILE.COM, INC. -- 888-775-4789 -- BRIDGELINE SOFTWARE, INC. -- EXHIBIT 10.5 TO FORM 10-KSB


    
      EXHIBIT
10.5


       

      30
NORTH LASALLE STREET

      CHICAGO,
ILLINOIS

       

       

       

       

       

       

       

      OFFICE
LEASE AGREEMENT

       

       

       

      BETWEEN

       

       

       

      30
NORTH LASALLE, L.P.

      (“LANDLORD”)

       

       

       

      AND

       

       

       

      BRIDGELINE
SOFTWARE, INC.

      (“TENANT”)

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      TABLE
OF CONTENTS

       

      
        	
                Article

              	 
      	
                Page

              
	
                1.

              	
                Basic
      Lease Information.

              	
                1

              
	
                2.

              	
                Lease
      Grant.

              	
                3

              
	
                3.

              	
                Possession;
      Rent Commencement Date.

              	
                3

              
	
                4.

              	
                Rent.

              	
                4

              
	
                5.

              	
                Use
      of the Premises; Compliance with Laws.

              	
                5

              
	
                6.

              	
                Building
      Services.

              	
                6

              
	
                7.

              	
                Leasehold
      Improvements.

              	
                7

              
	
                8.

              	
                Repairs
      and Alterations.

              	
                7

              
	
                9.

              	
                Entry
      by Landlord.

              	
                9

              
	
                10.

              	
                Assignment
      and Subletting.

              	
                9

              
	
                11.

              	
                Liens.

              	
                12

              
	
                12.

              	
                Indemnity
      and Waiver of Claims.

              	
                13

              
	
                13.

              	
                Insurance.

              	
                14

              
	
                14.

              	
                Waiver
      of Subrogation.

              	
                16

              
	
                15.

              	
                Casualty
      Damage.

              	
                16

              
	
                16.

              	
                Condemnation.

              	
                17

              
	
                17.

              	
                Events
      of Default.

              	
                18

              
	
                18.

              	
                Remedies.

              	
                19

              
	
                19.

              	
                Limitation
      of Liability.

              	
                20

              
	
                20.

              	
                Relocation.

              	
                21

              
	
                21.

              	
                Holding
      Over.

              	
                21

              
	
                22.

              	
                Subordination
      to Mortgages; Estoppel Certificate.

              	
                21

              
	
                23.

              	
                Notice.

              	
                22

              
	
                24.

              	
                Surrender
      of Premises.

              	
                23

              
	
                25.

              	
                Deposit.

              	
                23

              
	
                26.

              	
                Tax
      Status of Beneficial Owner

              	
                25

              
	
                27.

              	
                Miscellaneous.

              	
                25

              


      

      


       

      
        
           

        

        
          - i -

          
            

          

        

        
           

        

      

      EXHIBITS

       

      EXHIBIT
A                                OUTLINE
AND LOCATION OF PREMISES

       

      EXHIBIT
B                                EXPENSES
AND TAXES

       

      EXHIBIT
C                                WORK
LETTER

       

      EXHIBIT
D                                COMMENCEMENT
LETTER

       

      EXHIBIT
E                                BUILDING
RULES AND REGULATIONS

       

      EXHIBIT
F                                ADDITIONAL
PROVISIONS

       

      EXHIBIT
G                                FORM
OF LETTER OF CREDIT

       

      


       

      
        
           

        

        
          - ii -

          
            

          

        

        
           

        

      

      
        	
                DEFINITIONS

                 

              
	NAME 	
                ARTICLE/

                SECTION 

              
	
                Additional
      Rent

              	
                4.01

              
	
                Adverse
      Event

              	
                26

              
	
                Affiliate

              	
                10.04

              
	
                Alteration(s)

              	
                8.03

              
	
                Audit
      Confidentiality Agreement

              	
                Exhibit
      B, Section 4

              
	
                Base
      Building

              	
                8.02

              
	
                Base
      Rent

              	
                1.19

              
	
                Base
      Year

              	
                Exhibit
      B, Section 1

              
	
                Building

              	
                1.01

              
	
                Building
      Service Hours

              	
                1.15

              
	
                Building
      Systems

              	
                Exhibit
      C, Section 1

              
	
                Business
      Day(s)

              	
                1.15

              
	
                Business
      Transfer

              	
                10.04

              
	
                Cable

              	
                8.01

              
	
                Casualty

              	
                15.01

              
	
                Commencement
      Date

              	
                1.05

              
	
                Commencement
      Letter

              	
                3

              
	
                Common
      Areas

              	
                2

              
	
                Completion
      Estimate

              	
                15.01

              
	
                Contract

              	
                Exhibit
      C, Section 2

              
	
                Cosmetic
      Alteration

              	
                8.03

              
	
                Cost
      of Reletting

              	
                18.01(a)

              
	
                Credit
      Requirement

              	
                10.04

              
	
                Declaration

              	
                27.09

              
	
                Default

              	
                17

              
	
                Deposit

              	
                1.10

              
	
                Effective
      Date

              	
                Preamble

              
	
                Expenses

              	
                Exhibit
      B, Section 2.01

              
	
                Final
      Plans

              	
                Exhibit
      C, Section 1

              
	
                Force
      Majeure

              	
                27.03

              
	
                General
      Contractor

              	
                Exhibit
      C, Section 2

              
	
                Hazardous
      Materials

              	
                5.02

              
	
                Holidays

              	
                1.15

              
	
                Initial
      Installations

              	
                Exhibit
      C, Section 1

              
	
                Insured
      Parties

              	
                13.01(a)

              
	
                Labor
      Disruption

              	
                Exhibit
      E, Section 14

              
	
                Landlord

              	
                Preamble

              
	
                Landlord
      Parties

              	
                19

              
	
                Landlord
      Related Parties

              	
                12.03

              


      

       

      
        
           

        

        
          - iii -

          
            

          

        

        
           

        

      

      
        	
                DEFINITIONS

                 

              
	NAME 	
                ARTICLE/

                SECTION 

              


      

      
        	
                Landlord’s
      Agent

              	
                1.17

              
	
                Landlord’s
      Contribution

              	
                1.09

              
	
                Landlord’s
      Costs

              	
                Exhibit
      C, Section 3

              
	
                Law(s)

              	
                5.01

              
	
                Lease

              	
                Preamble

              
	
                Lease
      Year

              	
                1.18

              
	
                Leasehold
      Improvements

              	
                7

              
	
                Letter
      of Credit

              	
                25.02

              
	
                Losses

              	
                12.01

              
	
                Market
      Rent

              	
                Exhibit
      F, Section 2

              
	
                Monetary
      Default

              	
                17

              
	
                Mortgage

              	
                22

              
	
                Mortgagee

              	
                22

              
	
                Notice

              	
                23

              
	
                Notice
      Address(es)

              	
                1.14

              
	
                Objection
      Notice

              	
                Exhibit
      B, Section 4

              
	
                Objection
      Period

              	
                Exhibit
      B, Section 4

              
	
                Permitted
      Use

              	
                1.13

              
	
                Policy(ies)

              	
                13.01(c)

              
	
                Premises

              	
                1.02

              
	
                Property

              	
                1.16

              
	
                Proposed
      Plans

              	
                Exhibit
      C, Section 1

              
	
                Relocation
      Space

              	
                20

              
	
                Renewal
      Option

              	
                Exhibit
      F, Section 2

              
	
                Renewal
      Term

              	
                Exhibit
      F, Section 2

              
	
                Rent
      Commencement Date

              	
                1.06

              
	
                Rentable
      Square Footage of the Building

              	
                1.01

              
	
                Rentable
      Square Footage of the Premises

              	
                1.02

              
	
                Rent

              	
                4.01

              
	
                Request
      for Information

              	
                Exhibit
      B, Section 4

              
	
                Request
      for Information Period

              	
                Exhibit
      B, Section 4

              
	
                Review
      Notice

              	
                Exhibit
      B, Section 4

              
	
                Review
      Notice Period

              	
                Exhibit
      B, Section 4

              
	
                Rules
      and Regulations

              	
                5.01

              
	
                Security
      Deposit Laws

              	
                25.07

              
	
                Service
      Failure

              	
                6.03

              
	
                Specialty
      Alterations

              	
                7

              
	
                Substantially
      Completed

              	
                Exhibit
      C, Section 2

              
	
                Taking

              	
                16

              
	
                Target
      Commencement Date

              	
                1.11

              


      

       

      
        
           

        

        
          - iv -

          
            

          

        

        
           

        

      

      
        	
                DEFINITIONS

                 

              
	NAME 	
                ARTICLE/

                SECTION 

              


      

      
        	
                Taxes

              	
                Exhibits
      B, Section 3

              
	
                Tenant

              	
                Preamble

              
	
                Tenant
      Delay

              	
                Exhibit
      C, Section 2

              
	
                Tenant
      Related Part(ies)

              	
                12.02

              
	
                Tenant’s
      Auditors

              	
                Exhibit
      B, Section 4

              
	
                Tenant’s
      Broker(s)

              	
                1.12

              
	
                Tenant’s
      Insurance

              	
                13.01

              
	
                Tenant’s
      Pro Rata Share

              	
                1.04

              
	
                Tenant’s
      Property

              	
                13.01

              
	
                Term

              	
                1.08

              
	
                Termination
      Date

              	
                1.07

              
	
                Transfer

              	
                10.01

              
	
                Use

              	
                10.05

              
	
                Work
      Letter

              	
                3.02

              


      

       

       

      
 

      
        
           

        

        
          - v -

          
            

          

        

        
           

        

      

      OFFICE LEASE
AGREEMENT

       

      THIS OFFICE LEASE AGREEMENT
(this “Lease”) is made
and entered into as of May ____, 2008 (the “Effective Date”), by and
between 30 NORTH LASALLE,
L.P., a Delaware limited partnership, (“Landlord”) and BRIDGELINE SOFTWARE, INC., a
Delaware corporation, (“Tenant”).

       

      1.    Basic Lease
Information.

       

      1.01 “Building” shall mean the
building located at 30 North LaSalle Street, Chicago, Illinois.  The
“Rentable Square Footage of the
Building” is deemed to be 938,323 rentable square feet.

       

      1.02 “Premises” shall mean the area
shown on Exhibit A to
this Lease.  The Premises is located on the 20th floor
and known as Suite 2000.  If the Premises includes one or more floors
in their entirety, all corridors and restroom facilities located on such full
floor(s) shall be considered part of the Premises. The “Rentable Square Footage of the
Premises” is deemed to be 4,880 rentable square feet. Landlord and Tenant
stipulate and agree that the Rentable Square Footage of the Building and the
Rentable Square Footage of the Premises are correct.

       

      1.03 “Base Rent”:

       

      
        	
                 

                 

                Period

              	
                Annual
      Per

                Square
      Foot

                Base Rental
      Rate

              	
                 

                 

                Annual Base
      Rent

              	
                 

                Monthly

                Base
      Rent

              
	
                First
      Lease Year

              	
                $30.00

              	
                $146,400.00

              	
                $12,200.00

              
	
                Second
      Lease Year

              	
                $30.50

              	
                $148,840.00

              	
                $12,403.33

              
	
                Third
      Lease Year

              	
                $31.00

              	
                $151,280.00

              	
                $12,606.67

              
	
                Fourth
      Lease Year

              	
                $31.50

              	
                $153,720.00

              	
                $12,810.00

              
	
                Fifth
      Lease Year

              	
                $32.00

              	
                $156,160.00

              	
                $13,013.33

              


      

      


      1.04 “Tenant’s Pro Rata Share”:
0.5200%, such percentage being the percentage calculated by dividing the
Rentable Square Footage of the Premises by the Rentable Square Footage of the
Building, as determined by Landlord and shown in Sections 1.01 and 1.02.
Tenant’s Pro Rate Share shall be adjusted proportionately if the Rentable Square
Footage of the Premises is increased or decreased or if the aggregate amount of
office or retail space in the Building is either increased or
decreased.

       

      1.05 “Commencement Date”: Effective
Date. 

       

      1.06 “Rent Commencement
Date”:  The date which is the later to occur of (a) the date
upon which the Initial Installations shall be Substantially Completed in
accordance with the terms of this Lease and the Premises shall have been
delivered to Tenant for Tenant’s legal occupancy in accordance with Article 3
hereof, and (b) September 1, 2008. 

       

      1.07 “Termination Date”: the date
which is the last day of the fifth (5th) Lease
Year.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      1.08 “Term”: the period commencing
on the Rent Commencement Date and ending on the Termination Date, unless sooner
terminated in accordance with the provisions of this Lease.

       

      1.09 “Landlord’s Contribution”:
$250,100.00, as more fully
described in Section 3 of Exhibit C attached
hereto.

       

      1.10 “Deposit”:  $36,600.00,
as more fully described in Article 25.  Concurrent with Tenant’s
execution and delivery of this Lease, Tenant shall deliver the Deposit to
Landlord.  

       

      1.11 “Target Commencement
Date”:   September 1,
2008.

       

      1.12 “Tenant’s
Broker(s)”:  None. 

       

      1.13 “Permitted
Use”:  Executive and general offices.

       

      1.14 “Notice
Address(es)”:

       

      
        	
                Landlord:

              	
                Tenant:

                 

              
	
                30
      North LaSalle, L.P.

                c/o
      Tishman Speyer Properties, L.P.

                30
      North LaSalle Street

                Chicago,
      Illinois  60602

                Attn:  Property
      Manager

                 

                Copies
      to:

                 

              	
                Prior
      to the Rent Commencement Date:

                Bridgeline
      Software, Inc.

                10
      Sixth Road

                Woburn,
      MA 01801

                Attn:  Gary
      Cebula, CFO

              
	
                30
      North LaSalle, L.P.

                c/o
      Tishman Speyer Properties, L.P.

                525
      West Monroe, Suite 650

                Chicago,
      Illinois  60661

                Attn:  Leasing
      Director

                 

                and:

                 

              	
                From
      and after the Rent

                Commencement
      Date:

                Bridgeline
      Software, Inc.

                30
      North LaSalle Street

                Suite
      2000

                Chicago,
      Illinois  60602

                 

              
	
                30
      North LaSalle, L.P.

                c/o
      Tishman Speyer Properties, L.P.

                45
      Rockefeller Plaza

                New
      York, New York  10020

                Attn:  Chief
      Financial Officer

                 

                and:

                 

              	
                Copies
      to:

                 

                Morse,
      Barnes-Brown & Pendleton, P.C.

                1601
      Trapelo Road

                Waltham,
      Massachusetts  02451

                Attn:  Joseph
      C. Marrow

              
	
                30
      North LaSalle, L.P.

                c/o
      Tishman Speyer Properties, L.P.

                45
      Rockefeller Plaza

                New
      York, New York  10020

                Attn:  Chief
      Legal Officer

              	
                Bridgeline
      Software, Inc.

                10
      Sixth Road

                Woburn,
      MA 01801

                Attn:  Gary
      Cebula, CFO

              


      

      


      
        
           

        

        
          - 2
-

          
            

          

        

        
           

        

      

      1.15 “Business Day(s)” are Monday
through Friday of each week, exclusive of New Year’s Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”).  Landlord
may designate additional Holidays that are commonly recognized by other office
buildings in the area where the Building is located.  “Building Service Hours” are 8
a.m. to 6 p.m. on Business Days and 8 a.m. to 1 p.m. on Saturdays.

       

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

       

      1.17 “Landlord’s
Agent”:  Tishman Speyer Properties, L.P. or any other person
designated at any time and from time to time by Landlord as Landlord’s Agent and
their successors and assigns.

       

      1.18 “Lease Year”:  Each
period of twelve (12) consecutive months within the Term.  The first
Lease Year shall commence on the Rent Commencement
Date.  If the Rent Commencement Date is the first day of a calendar
month, the first Lease Year shall end on the day immediately preceding the day
which is the first anniversary of the Rent Commencement Date.  If the
Rent Commencement Date is not the first day of a calendar month, the first Lease
Year shall end on the last day of the month in which the first anniversary of
the Rent Commencement Date occurs.  The second Lease Year shall
commence on the day immediately following the last day of the first Lease Year
and each subsequent Lease Year shall commence on the anniversary of the first
day of the second Lease Year.

       

      1.19 “Base Rate”:  The
annual rate of interest publicly announced from time to time by Citibank, N.A.,
or its successor, in New York, New York as its “base rate” (or such other term
as may be used by Citibank, N.A., from time to time, for the rate presently
referred to as its “base rate”).

       

      2.    Lease
Grant.

       

      The
Premises are hereby leased to Tenant from Landlord, together with the right to
use on a non-exclusive basis any portions of the Property that are designated by
Landlord for the common use of tenants and others (the “Common Areas”).

       

      3.    Possession; Rent
Commencement Date.

       

      3.01 Possession
of the Premises shall be tendered to Tenant upon Substantial Completion of the
Initial Installations.  

       

      3.02 Tenant
has inspected the Premises and agrees that except for Landlord’s Contribution
and except for the Initial Installations described in the Work Letter attached
as Exhibit C attached
hereto (the “Work
Letter”), Landlord has no obligation to perform any work, supply any
materials, incur any expense or make any alterations or improvements to prepare
the Premises for Tenant’s occupancy. Tenant’s occupancy of any part of the
Premises shall be conclusive evidence, as against Tenant, that Landlord has
Substantially Completed any work to be performed by Landlord under this Lease,
Tenant has accepted possession of the Premises in its then-current condition and
at the time such possession was taken, the Premises and the Building were in a
good and satisfactory condition as required by this Lease, except for


       

      
        
           

        

        
          - 3
-

          
            

          

        

        
           

        

      

      (i) punch
list items identified in writing by Tenant within two (2) days after Tenant
takes occupancy of the Premises and (ii) latent defects in the Initial
Installations, provided that any claims for latent defects shall be deemed
waived unless Tenant has given Landlord written notice of the existence of such
latent defects no later than the first anniversary of the Rent Commencement
Date.

       

      Notwithstanding
anything herein to the contrary, Landlord’s failure to Substantially Complete
the Initial Installations by the Target Commencement Date shall not be a default
by Landlord or otherwise render Landlord liable for damages provided Landlord
has taken diligent good faith efforts to Substantially Complete the Initial
Installations by such date.  If the Initial Improvements are not
Substantially Completed by the Target Commencement Date due to Tenant Delay,
Tenant’s obligation to pay Rent shall commence on the Target Commencement Date
even if the Initial Installations are not Substantially
Complete.  Promptly after the determination of the Rent Commencement
Date, Landlord and Tenant shall execute and deliver a commencement letter in the
form attached as Exhibit
D (the “Commencement
Letter”) which shall state the Commencement Date, the Rent Commencement
Date and the Termination Date, but the failure to do so will not affect the
determination of such dates.

       

      Landlord
shall not be liable for a failure to deliver possession of the Premises or due
to the holdover or unlawful possession of such space by another party; provided,
however, Landlord shall use reasonable efforts to obtain possession of any such
space.  In such event, the Rent Commencement Date for the Premises
shall be postponed until the date Landlord delivers possession of such space to
Tenant free from occupancy by any party.  Tenant shall not be
permitted to take possession of or enter the Premises prior to the Rent
Commencement Date without Landlord’s permission, except that Tenant, its
designers, contractors and workmen shall have access to the Premises during the
two weeks prior to the Rent Commencement Date to install furniture, phones and
cabling, provided that Tenant’s designers, contractors and workmen work in
harmony with Landlord and Landlord’s agents, contractors and workmen performing
work in the Premises and Building.  If Tenant takes possession of or
enters the Premises before the Rent Commencement Date, Tenant shall be subject
to the terms and conditions of this Lease; provided, however, except for the
cost of services requested by Tenant (e.g., after hours HVAC service), Tenant
shall not be required to pay Rent for any entry or possession before the Rent
Commencement Date during which Tenant, with Landlord’s approval, has entered, or
is in possession of, the Premises for the sole purpose of performing
improvements or installing furniture, equipment or other personal
property.

       

      4.    Rent.

       

      4.01 Tenant
shall pay Landlord, without any setoff or deduction, unless expressly set forth
in this Lease, all Base Rent and Additional Rent due for the Term (collectively
referred to as “Rent”).  “Additional Rent” means
Tenant’s Pro Rata Share of Taxes and Expenses, and all other costs and amounts
that Tenant is required to pay Landlord under this Lease.  Base Rent
and Tenant’s Pro Rata Share of Taxes and Expenses shall be due and payable in
advance on the first day of each calendar month without notice or demand;
provided, however, that the installment of Base Rent for the first full calendar
month of the Term shall be payable upon the execution of this Lease by
Tenant.  All other items of Rent shall be due and payable by Tenant on
or before thirty (30) days after billing by Landlord.  Rent shall be
made payable to the entity, and sent to the address, Landlord designates and
shall be made by good and sufficient check or by other 

       

      
        
           

        

        
          - 4
-

          
            

          

        

        
           

        

      

      means
acceptable to Landlord.  If Tenant does not pay any Rent when due
hereunder, Tenant shall pay Landlord an administration fee equal to three
percent (3%) of such amount, provided that Tenant shall be entitled to a grace
period of up to five (5) days for the first two
(2) late payments of Rent in a calendar year.  In addition, past due
Rent shall accrue interest at the lesser of (a) four percent (4%) per annum
above the then-current Base Rate, and (b) the maximum rate permitted by
applicable law, and Tenant shall pay Landlord a reasonable fee for any checks
returned by Tenant’s bank for any reason.  Such interest and late
charges are in addition to and shall not diminish or represent a substitute for
any of Landlord’s rights or remedies under any other provision of this
Lease.  Landlord’s acceptance of less than the correct amount of Rent
shall be considered a payment on account of the oldest obligation due from
Tenant hereunder, then to any current Rent then due hereunder, notwithstanding
any statement to the contrary contained on or accompanying any such payment from
Tenant.  Rent for any partial month during the Term shall be
prorated.  No endorsement or statement on a check or letter
accompanying payment shall be considered an accord and
satisfaction.  Tenant’s covenant to pay Rent is independent of every
other covenant in this Lease.

       

      4.02 Tenant
shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this
Lease.

       

      4.03 All
amounts payable by Tenant to or on behalf of Landlord under this Lease, whether
or not expressly denominated Base Rent, Tenant’s Pro Rata Share of Taxes and
Expenses, Additional Rent, or Rent, shall constitute rent for purposes of
Section 502(b)(6) of the United States Bankruptcy Code.

       

      5.    Use of the Premises;
Compliance with Laws.

       

      5.01 The
Premises shall be used for the Permitted Use and for no other use whatsoever.
Tenant shall comply with all statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity whether in effect now or
later, including the Americans with Disabilities Act (collectively, “Law(s)”), regarding the
operation of Tenant’s business and the use, condition, configuration and
occupancy of the Premises. In addition, Tenant shall promptly comply with any
Laws triggered by Tenant’s use of the Premises, other than for general office
use, or Alterations or improvements in the Premises performed or requested by
Tenant, including the Initial Installations.  Any repairs or
Alterations related to such compliance shall be made at Tenant’s sole cost and
expense (a) by Tenant in compliance with Article 8 if such repairs or
Alterations do not affect the Base Building, or (b) by Landlord if such repairs
or Alterations affect the Base Building.  Tenant shall promptly
provide Landlord with copies of any notices it receives regarding an alleged
violation of Law.  Tenant shall not exceed the standard density limit
for the Building. Tenant shall comply with the rules and regulations of the
Building attached as Exhibit
E and such other reasonable rules, regulations and procedures adopted by
Landlord from time to time, (collectively, the “Rules and
Regulations”).  Landlord agrees not to enforce such Rules and
Regulations more stringently against Tenant than against other tenants of the
Building in general.

       

      5.02 Tenant
shall not cause or permit (a) any Hazardous Materials to be brought into the
Building, (b) the storage or use of Hazardous Materials in any manner other than
in full compliance with any Laws, or (iii) the escape, disposal or release of
any Hazardous Materials within or in the vicinity of the Building. Nothing
herein shall be deemed to prevent Tenant’s use 

       

      
        
           

        

        
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      of any
Hazardous Materials customarily used in the ordinary course of office work,
provided such use is in accordance with all Laws. Tenant shall be responsible,
at its expense, for all matters directly or indirectly based on, or arising or
resulting from the presence of Hazardous Materials in the Building which is
caused or permitted by a Tenant Related Party or any of Tenant’s vendors,
invitees or licensees. Tenant shall provide to Landlord copies of all
communications received by Tenant with respect to any Laws relating to Hazardous
Materials, and/or any claims made in connection therewith.  Landlord
or its agents may perform environmental inspections of the Premises at any
time.  For purposes hereof, the term “Hazardous Materials” shall
mean any substances, materials or wastes currently or in the future deemed or
defined in any Law as “hazardous substances,” “toxic substances,”
“contaminants,” “pollutants” or words of similar import.  Landlord has
not received any notices of any violations of Laws relating to the presence of
Hazardous Materials at the Building.

       

      5.03 Tenant
shall not use the Premises in any manner so as to cause a cancellation of
Landlord’s insurance policies, or increase the premiums thereunder, unless
Tenant agrees to pay for such increased premiums.

       

      6.    Building
Services.

       

      6.01 Landlord
shall furnish Tenant with the following services: (a) municipal water for use in
the Base Building lavatories; (b) customary heat and air conditioning in season
during Building Service Hours, although (i) Tenant shall have the right to
receive HVAC service during hours other than Building Service Hours by paying
Landlord’s then-standard charge for additional HVAC service and providing such
prior notice as is reasonably specified by Landlord, and (ii) if Tenant is
permitted to connect any supplemental HVAC units to the Building’s condenser
water loop or chilled water line, such permission shall be conditioned upon
Landlord having adequate excess capacity from time to time and such connection
and use shall be subject to Landlord’s reasonable approval and reasonable
restrictions imposed by Landlord, and Landlord shall have the right to charge
Tenant a connection fee and/or a monthly usage fee, as reasonably determined by
Landlord; (c) standard janitorial service on Business Days; (d) elevator
service; (e) electricity in accordance with the terms and conditions in Section
6.02; (f) access to the Building for Tenant and its employees 24 hours per day/7
days per week, subject to the terms of this Lease and such protective services
or monitoring systems, if any, as Landlord may reasonably impose, including,
without limitation, sign-in procedures and/or presentation of identification
cards; (g) standard trash removal and removal of snow, ice and debris from the
sidewalks abutting the Building; and (h) such other services as Landlord
reasonably determines are necessary or appropriate for the
Property.  If Landlord, at Tenant’s request, provides any services
which are not Landlord’s express obligation under this Lease, including, without
limitation, any repairs which are Tenant’s responsibility pursuant to Article 8
below, Tenant shall pay Landlord, or such other party designated by Landlord,
the cost of providing such service plus a reasonable administrative
charge.

       

      6.02 Electricity
used by Tenant in the Premises shall be paid for by Tenant by separate charge
billed by the applicable utility company and payable directly by
Tenant.  Without the consent of Landlord, Tenant’s use of electrical
service shall not exceed 5 watts per usable square foot, of connected load to
operate in the Premises Tenant’s lighting and equipment normal to office
building.  Landlord shall have the right to measure electrical usage
by commonly accepted methods, including the installation of measuring devices
such as submeters and check meters.  If 

       

      
        
           

        

        
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      it is
determined that Tenant is using electricity in such quantities or during such
periods as to cause the total cost of Tenant’s electrical usage, on a monthly,
per-rentable-square-foot basis, to exceed the aforesaid standard, Tenant shall
pay Landlord Additional Rent for the cost of such excess electrical usage and,
if applicable, for the cost of purchasing and installing the measuring
device(s).

       

      6.03 Landlord’s
failure to furnish, or any interruption, delay, diminishment or termination of
services due to the application of Laws, the failure of any equipment, the
performance of maintenance, repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure (collectively, a
“Service Failure”) shall
not render Landlord liable to Tenant, constitute a constructive eviction of
Tenant, give rise to an abatement of Rent, nor relieve Tenant from the
obligation to fulfill any covenant or agreement.  However, if the
Premises, or a material portion of the Premises, are made untenantable for a
period in excess of ten (10) consecutive days as a result of a Service Failure
that is reasonably within the control of Landlord to correct and not caused by
the negligence or willful misconduct of any Tenant Related Party or any of
Tenant’s vendors, invitees or licensees or otherwise due to the occurrence of a
casualty, condemnation or an event of Force Majeure, then Tenant, as its sole
remedy, shall be entitled to receive an abatement of Rent payable hereunder
during the period beginning on the eleventh day of the Service Failure and
ending on the day the service has been restored.  If the entire
Premises have not been rendered untenantable by the Service Failure, the amount
of abatement shall be equitably prorated.

       

      7.    Leasehold
Improvements.

       

      All
improvements in and to the Premises, including any Alterations (collectively,
“Leasehold
Improvements”), shall remain upon the Premises at the end of the Term
without compensation to Tenant.  In addition, Landlord, at the time
Landlord approves such Leasehold Improvements, may require Tenant, at Tenant’s
expense, to remove any Initial Installations or Alterations that, in Landlord’s
reasonable judgment, are of a nature that would require removal and repair costs
that are materially in excess of the removal and repair costs associated with
standard office improvements (such items are collectively referred to as “Specialty
Alterations”).  Specialty Alterations shall include, without
limitation, internal stairways, raised floors, personal baths and showers,
vaults, kitchens requiring black iron, rolling file systems,  and
structural alterations and modifications.  The Specialty Alterations
shall be removed by Tenant before the Termination Date. Tenant shall repair
damage caused by the installation or removal of Specialty
Alterations.  If Tenant fails to perform its obligations in a timely
manner, Landlord may (after giving Tenant notice and an opportunity to perform)
perform such work at Tenant’s expense.  Tenant, at the time it
requests approval for a proposed Alteration, including any Initial
Installations, may request in writing that Landlord advise Tenant whether the
Alteration, including any Initial Installations, or any portion thereof, is a
Specialty Alteration.  Within ten (10) days after receipt of Tenant’s
request, Landlord shall advise Tenant in writing as to which portions of the
alteration or other improvements are Specialty Alterations.

       

      8.    Repairs and
Alterations.

       

      8.01 Tenant
shall periodically inspect the Premises to identify any conditions that are
dangerous or in need of maintenance or repair, but Tenant’s failure to discover
and thereafter report any latent or non-obvious conditions shall not be a breach
of this Lease.  Tenant shall 

       

      
        
           

        

        
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      promptly
provide Landlord with notice of any such conditions. Tenant, at its sole cost
and expense, shall perform all maintenance and repairs to the Premises that are
not Landlord’s express responsibility under this Lease, and keep the Premises in
as good condition and repair as on the Rent Commencement Date, reasonable wear
and tear excepted. Tenant’s repair and maintenance obligations include, without
limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors;
(d) the interior side of demising walls; (e) Alterations (described in Section
8.03); (f) supplemental air conditioning units, kitchens, including hot water
heaters, plumbing, and similar facilities exclusively serving Tenant, whether
such items are installed by Tenant or are currently existing in the Premises;
and (g) electronic, fiber, phone and data cabling and related equipment that is
installed by or for the exclusive benefit of Tenant (collectively, “Cable”).  All
repairs and other work performed by Tenant or its contractors, including that
involving Cable, shall be subject to the terms of Section 8.03
below.  If Tenant fails to make any repairs to the Premises for more
than fifteen (15) days after notice from Landlord (although notice shall not be
required in an emergency), Landlord may make the repairs, and, within thirty
(30) days after demand, Tenant shall pay the reasonable cost of the repairs,
together with an administrative charge in an amount equal to three percent (3%)
of the cost of the repairs.

       

      8.02 Landlord
shall keep and maintain in good repair and working order and in compliance with
applicable Laws and perform maintenance upon the Base Building.  As
used herein “Base Building”
shall include: (a) structural elements of the Building; (b) mechanical
(including HVAC), electrical, plumbing and fire/life safety systems serving the
Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior
windows of the Building; and (f) elevators serving the
Building.  Landlord shall promptly make repairs for which Landlord is
responsible.  There shall be at least one elevator in service at all
times except in the case of emergency.

       

      8.03 Tenant
shall not make alterations (including the Initial Installations), repairs,
additions or improvements or install any Cable (collectively referred to as
“Alterations” and
individually as “Alteration”) without first
obtaining the written consent of Landlord in each instance, which consent shall
not be unreasonably withheld, conditioned or delayed. However, Landlord’s
consent shall not be required for any Alteration that satisfies all of the
following criteria (a “Cosmetic
Alteration”):  (a) is of a cosmetic nature such as painting,
wallpapering, hanging pictures and installing carpeting; (b) is not visible from
the exterior of the Premises or Building; (c) will not affect the Base Building;
and (d) does not require work to be performed inside the walls or above the
ceiling of the Premises.  Cosmetic Alterations shall be subject to all
the other provisions of this Section 8.03.  The Initial Installations
shall be constructed pursuant to the Work Letter.  To the extent of
any inconsistency between the terms of the Work Letter and this Article 8, the
Work Letter shall govern.  Prior to starting work, Tenant shall
furnish Landlord with (i) plans and specifications (which shall be in CAD format
if requested by Landlord) for each proposed Alteration (other than Cosmetic
Alterations) and with respect to Cosmetic Alterations a notice containing a
description of such Cosmetic Alteration; (ii) names of contractors reasonably
acceptable to Landlord (provided that Landlord may designate specific
contractors with respect to Base Building and vertical Cable, as may be
described more fully below); (iii) required permits and approvals; (iv) evidence
of contractor’s and subcontractor’s workers compensation and public liability
and property damage insurance in amounts reasonably required by Landlord and
naming Landlord, Landlord’s Agent, any Mortgagees (or any successor(s)) as
additional insureds; and (v) any security for performance (other than for
Cosmetic Alterations) in amounts reasonably required by Landlord.  If
any interference or 

       

      
        
           

        

        
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      conflict
is caused by Tenant’s contractors, mechanics or laborers, upon Landlord’s
request, Tenant shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building promptly.  Landlord may
designate specific contractors with respect to oversight, installation, repair,
connection to, and removal of vertical Cable.  All Cable shall be
clearly marked with adhesive plastic labels (or plastic tags attached to such
Cable with wire) to show Tenant’s name, suite number, and the purpose of such
Cable (x) every 6 feet outside the Premises (specifically including, but not
limited to, the electrical room risers and any Common Areas), and (y) at the
termination point(s) of such Cable.  Changes to the plans and
specifications must also be submitted to Landlord for its
approval.  Alterations shall be constructed in a good and workmanlike
manner and free from defects using materials of a quality reasonably approved by
Landlord and in compliance with all Laws, and all of Landlord’s rules and
regulations and construction procedures for the performance of Alterations, and
shall not affect any insurance maintained by Landlord.  Tenant shall
ensure that no Alteration impairs any Building system or Landlord’s ability to
perform its obligations hereunder.  Tenant shall not place a load upon
any floor of the Premises that exceeds 50 pounds per square foot “live
load.”  Tenant shall reimburse Landlord for any sums paid by Landlord
for third party examination of Tenant’s plans for non-Cosmetic Alterations and
for the provision of Building personnel during the performance of any Alteration
to operate elevators or otherwise to facilitate Tenant’s
Alterations.  In addition, if any non-Cosmetic Alterations cost more
than $25,000, Tenant shall pay Landlord, upon demand, a fee for Landlord’s
oversight and coordination thereof equal to three percent (3%) of the total cost
of such non-Cosmetic Alterations.  Upon completion, Tenant shall
furnish “as-built” plans (in CAD format, if requested by Landlord) for
non-Cosmetic Alterations, completion affidavits, full and final waivers of lien
and reasonable supporting documentation evidencing the hard and soft costs
incurred by Tenant in designing and constructing any
Alteration.  Landlord’s approval of an Alteration shall not be deemed
a representation by Landlord that the Alteration complies with
Law.  If any Alteration, including any Initial Installation, made by
or on behalf of Tenant requires Landlord to make any alterations or improvements
to any part of the Building in order to comply with any Laws, Tenant shall pay
all costs and expenses incurred by Landlord in connection with such alterations
or improvements.

       

      9.    Entry by
Landlord.

       

      Landlord
may enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of Building operations and maintenance repairs,
alterations or additions to the Premises or any portion of the
Building.  Landlord may erect, use and maintain concealed ducts, pipes
and conduits in and through the Premises provided such use does not cause the
usable area of the Premises to be reduced beyond a de minimis amount or
otherwise materially interfere or injure Tenant.  Except in
emergencies or to provide Building services, Landlord shall provide Tenant with
reasonable prior verbal notice of entry and shall use reasonable efforts to
minimize any interference with Tenant’s use of the Premises.  If
reasonably necessary, Landlord may temporarily close all or a portion of the
Premises to perform repairs, alterations and additions.  However,
except in emergencies, Landlord will not close the Premises if the work can
reasonably be completed on weekends and after Building Service
Hours.  Entry by Landlord shall not constitute a constructive eviction
or entitle Tenant to an abatement or reduction of Rent.

       

      10.    Assignment and
Subletting.

       

      
        
           

        

        
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      10.01 Except in
connection with a Business Transfer, Tenant shall not assign, sublease, transfer
or encumber any interest in this Lease or allow any third party to use any
portion of the Premises (collectively or individually, a “Transfer”) without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed if Landlord does not exercise its recapture rights under
Section 10.02.  Without limitation, it is agreed that Landlord’s
consent shall not be considered unreasonably withheld if the proposed transferee
is a governmental entity or an occupant of the Building, or if the proposed
transferee, whether or not an occupant of the Building, is in negotiations with
Landlord regarding the leasing of space within the Building, or if the proposed
transferee is not reputable or does not have financial means to perform all of
its obligations under this Lease or the sublease, as the case may be, or if such
assignment or subletting shall cause Landlord to be in breach of any “exclusive
use” or similar provisions contained in any other lease of space in the
Building, or if the proposed transferee would use the space for the operation of
a business whose patronage arises from the solicitation of the general public to
visit such proposed transferee’s office in person without a prior appointment,
or if Tenant is in Default under this Lease.  If the entity(ies) which
directly or indirectly controls the voting shares/rights of Tenant (other than
through the ownership of voting securities listed on a recognized securities
exchange) changes at any time, such change of ownership or control shall
constitute a Transfer.  Any Transfer in violation of this Article 10
shall, at Landlord’s option, be deemed a Default by Tenant as described in
Article 17, and shall be voidable by Landlord.  In no event shall any
Transfer, including a Business Transfer, release or relieve Tenant from any
obligation under this Lease, and Tenant shall remain primarily liable for the
performance of the tenant’s obligations under this Lease, as amended from time
to time.  Tenant shall indemnify, defend, protect and hold harmless
Landlord from and against any and all Losses resulting from claims that may be
made against Landlord by the transferee or anyone claiming under or through any
transferee or by any broker or other persons or entities claiming a commission
or similar compensation in connection with the proposed assignment or sublease,
irrespective of whether Landlord shall give or decline its consent to any
proposed assignment or sublease, or if Landlord shall exercise any of its
options under this Article 10.  Landlord’s consent to any assignment
or subletting shall not relieve Tenant from the obligation to obtain Landlord’s
consent to any further assignment or subletting.  Landlord’s
acceptance of rent from an assignee, subtenant or occupant and the application
of such amount to Rent due under this Lease shall not, in and of itself,
evidence Landlord’s consent to any assignment, sublease or transfer or a release
of Tenant’s obligations hereunder.

       

      10.02 Tenant
shall provide Landlord with financial statements for the proposed transferee
(or, in the case of a change of ownership or control, for the proposed new
controlling entity(ies)), a fully executed copy of the proposed assignment,
sublease or other Transfer documentation and such other information as Landlord
may reasonably request. Within fifteen (15) Business Days after receipt of the
required information and documentation, Landlord shall either: (a) consent to
the Transfer by execution of a consent agreement in a form reasonably designated
by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c)
recapture the portion of the Premises that Tenant is proposing to Transfer,
provided, that, upon notice of Landlord’s intent to recapture such portion of
the Premises, Tenant may withdraw its request for approval and cancel Landlord’s
right to recapture.  If Landlord exercises its right to recapture,
this Lease shall automatically be amended (or terminated if the entire Premises
is being assigned or sublet) to delete the applicable portion of the Premises
effective on the proposed effective date of the Transfer, although Landlord may
require Tenant to execute a reasonable amendment or other document reflecting
such reduction or termination.  Tenant shall, 

       

      
        
           

        

        
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      upon
demand, reimburse Landlord for all reasonable expenses incurred by Landlord in
connection with any Transfer or Business Transfer, including any investigations
as to the acceptability of the transferee and all legal costs reasonably
incurred in connection with the granting of any requested consent.

       

      10.03 Tenant
shall pay Landlord fifty percent (50%) of all rent and other consideration which
Tenant receives as a result of a Transfer that is in excess of the Rent payable
to Landlord for the portion of the Premises and Term covered by the
Transfer.  Tenant shall pay Landlord for Landlord’s share of the
excess within thirty (30) days after Tenant’s receipt of the
excess.  In determining the excess due Landlord, Tenant may deduct
from the excess, on a straight-line basis, all reasonable and customary expenses
directly incurred by Tenant attributable to the Transfer.  If Tenant
is in Default, Landlord may require that all sublease payments be made directly
to Landlord, in which case Tenant shall receive a credit against Rent in the
amount of Tenant’s share of payments received by Landlord.  All
subleases shall provide that in the event of a Default under this Lease which
results in a termination hereof, the sublease shall also be terminated unless
Landlord, at Landlord’s option, elects in writing to recognize the sublease as a
direct lease with Landlord.  The sublease shall further provide that
in such event the subtenant shall be deemed to have waived the provisions of any
law now or hereinafter in effect and/or any provisions of the sublease which may
give the subtenant the right to elect to terminate the sublease or surrender
possession of the sublet space and Landlord shall not be (a) liable for any
previous act or omission of Tenant under such sublease, (b) subject to any
counterclaim offset, or defense not expressly provided in such sublease or which
theretofore accrued to such subtenant against Tenant, or (c) bound by any
previous modification of such sublease not consented to by Landlord or by any
prepayment of more than one month’s rent.

       

      10.04 Tenant
may assign this Lease to a successor to Tenant by merger, consolidation or the
purchase of substantially all of Tenant’s stock or assets, or assign this Lease
or sublet all or a portion of the Premises to an Affiliate, without the consent
of Landlord, provided that all of the following conditions are satisfied (a
“Business
Transfer”):  (a) Tenant must not be in Default at the time of
the Business Transfer; (b) Tenant must give Landlord written notice at least
fifteen (15) Business Days before such Transfer; and (c) if such Transfer will
result from a merger or consolidation of Tenant with another entity, then the
Credit Requirement must be satisfied.  Tenant’s notice to Landlord
shall include information and documentation evidencing the Business Transfer and
showing that each of the above conditions has been satisfied.  If
requested by Landlord, Tenant’s successor shall sign and deliver to Landlord a
commercially reasonable form of assumption agreement.  “Affiliate” shall mean an
entity controlled by, controlling or under common control with
Tenant.  The “Credit
Requirement” shall be deemed satisfied if, as of the date immediately
preceding the date of the Transfer, the financial strength of the entity with
which Tenant is to merge or consolidate is not less than that of Tenant, as
determined based on credit ratings of such entity and Tenant by both Moody’s and
Standard & Poor’s (or by either such agency alone, if applicable ratings by
the other agency do not exist).

       

      10.05 Notwithstanding
anything to the contrary contained in this Article 10, neither Tenant nor any
other person having a right to possess, use, or occupy (for convenience,
collectively referred to in this subsection as “Use”) the Premises shall enter
into any lease, sublease, license, concession or other agreement for Use of all
or any portion of the Premises which provides for rental or other payment for
such Use based, in whole or in part, on the net income or profits derived by any
person that leases, possesses, uses, or occupies all or any 

       

      
        
           

        

        
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      portion
of the Premises (other than an amount based on a fixed percentage or percentages
of receipts or sales), and any such purported lease, sublease, license,
concession or other agreement shall be absolutely void and ineffective as a
transfer of any right or interest in the Use of all or any part of the
Premises.

       

      10.06 If
Landlord consents to a proposed assignment or sublease and (a) Tenant fails to
execute and deliver to Landlord such assignment or sublease within ninety (90)
days after the giving of such consent, or (b) the amount of space subject to
such sublease varies by more than ten percent (10%) from that originally
specified, then Tenant shall again comply with all of the provisions and
conditions of Article 10 before assigning this Lease or subletting all or part
of the Premises.  If Landlord consents to a proposed assignment or
sublease and a Default occurs prior to the effective date of such assignment or
subletting, then Landlord’s consent shall be immediately deemed revoked without
further notice to Tenant, and if such assignment or subletting would have been
permitted without Landlord’s consent pursuant to Section 10.04 above, such
permission shall be void and without force or effect.

       

      10.07 If at any
time after an assignment by Tenant named herein, this Lease is not affirmed or
is rejected in any bankruptcy proceeding or any similar proceeding concerning
the assignee, or upon a termination of this Lease due to any such proceeding,
Tenant named herein, upon request of Landlord given after such disaffirmance,
rejection or termination (and actual notice thereof to Landlord in the event of
a disaffirmance or rejection or in the event of termination other than by act of
Landlord), shall (a) pay to Landlord all Rent and other charges due and owing by
the assignee to Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new
lease of the Premises with Landlord for a term commencing on the effective date
of such disaffirmance, rejection or termination and ending on the Termination
Date, at the same Rent and upon the then executory terms, covenants and
conditions contained in this Lease, except that (i) the rights of Tenant named
herein under the new lease shall be subject to the possessory rights of the
assignee under this Lease and the possessory rights of any persons claiming
through or under such assignee or by virtue of any statute or of any order of
any court, (ii) such new lease shall require all defaults existing under this
Lease to be cured by Tenant named herein with due diligence, and (iii) such new
lease shall require Tenant named herein to pay all Rent which, had this Lease
not been so disaffirmed, rejected or terminated, would have become due under the
provisions of this Lease after the date of such disaffirmance, rejection or
termination with respect to any period prior thereto. If Tenant named herein
defaults in its obligations to enter into such new lease for a period of ten
(10) days after Landlord’s request, then, in addition to all other rights and
remedies by reason of default, either at law or in equity, Landlord shall have
the same rights and remedies against Tenant named herein as if it had entered
into such new lease and such new lease had thereafter been terminated as of the
commencement date thereof by reason of Tenant’s default thereunder.

       

      11.    Liens.

       

      Tenant
shall not permit mechanics’ or other liens to be placed upon the Property,
Premises or Tenant’s leasehold interest in connection with any work or service
done or purportedly done by or for the benefit of Tenant or its
transferees.  Tenant shall give Landlord notice at least fifteen (15)
days prior to the commencement of any work in the Premises to afford Landlord
the opportunity, where applicable, to post and record notices of
non-responsibility.  

       

      
        
           

        

        
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      Tenant,
within ten (10) days of notice from Landlord, shall fully discharge any lien by
settlement, by bonding or by insuring over the lien in the manner prescribed by
the applicable lien Law and, if Tenant fails to do so, Tenant shall be deemed in
Default under this Lease and, in addition to any other remedies available to
Landlord as a result of such Default by Tenant, Landlord, at its option, may
bond, insure over or otherwise discharge the lien.  Tenant shall
reimburse Landlord for any amount paid by Landlord, including, without
limitation, reasonable attorneys’ fees.

       

      12.    Indemnity and Waiver of
Claims.

       

      12.01 Tenant
shall not do or permit to be done any act or thing upon the Premises or the
Building which may subject Landlord to any liability or responsibility for
injury, damages to persons or property or to any liability by reason of any
violation of any Law, and shall exercise such control over the Premises as to
fully protect Landlord against any such liability.  To the fullest
extent permitted by law, and except to the extent of any such injury or damage
resulting from the negligence or willful misconduct of Landlord or Landlord
Related Parties, Tenant shall indemnify, defend, protect and hold harmless
Landlord and each of the Landlord Related Parties from and against any and all
liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including, without limitation, reasonable attorneys fees and costs
and other professional fees and costs (collectively referred to as “Losses”), resulting from any
claims (i) against Landlord or the Landlord Related Parties arising from any
act, omission or negligence of any of the Tenant Related Parties, (ii) against
Landlord or the Landlord Related Parties arising from any accident, injury or
damage to any person or to the property of any person and occurring in or about
the Premises, and (iii) against Landlord or the Landlord Related Parties
resulting from any breach, violation or nonperformance of any covenant,
condition or agreement of this Lease on the part of Tenant to be fulfilled,
kept, observed or performed.

       

      12.02 Landlord
shall indemnify, defend and hold Tenant, its trustees, members, principals,
beneficiaries, partners, officers, directors, employees, and agents (“Tenant Related Parties”)
harmless against and from all Losses which may be imposed upon, incurred by or
asserted against Tenant or any of the Tenant Related Parties by any third party
and arising out of or in connection with any accident, damage or injury
occurring in or about the Building (other than tenant leased premises) and
Common Areas to the extent attributable to the negligence or willful misconduct
of Landlord’s employees or agents.

       

      12.03 The
Landlord Related Parties shall not be liable or be responsible in any way for,
and Tenant hereby waives all claims against and releases Landlord, Landlord’s
Agent, each Mortgagee, and each of their respective direct and indirect
partners, officers, shareholders, directors, managers, members, trustees,
beneficiaries, employees, principals, contractors, servants, agents, and
representatives (the “Landlord
Related Parties”) from all claims for any injury to or death of persons,
damage to property or business loss in any manner related to (a) Force Majeure,
(b) acts of third parties, (c) except to the extent attributable to the
negligence or willful misconduct of Landlord or Landlord’s Agent, the bursting
or leaking of any tank, water closet, drain or other pipe, (d) except to the
extent attributable to the negligence or willful misconduct of Landlord or
Landlord’s Agent, the inadequacy or failure of any security or protective
services, personnel or equipment, or (e) any matter not within the reasonable
control of Landlord.  In addition, none of the Landlord Related
Parties shall be liable for any loss or 

       

      
        
           

        

        
          - 13
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      damage
for which Tenant is required to insure, nor for any loss or damage resulting
from any construction, alterations or repair.

       

      12.04 If any
claim, action or proceeding is made or brought against any Landlord Related
Party for which Tenant’s indemnity obligations in Section 12.01 apply, then upon
demand by a Landlord Related Party, Tenant, at its sole cost and expense, shall
resist or defend such claim, action or proceeding in the Landlord Related
Party’s name (if necessary), by attorneys approved by the Landlord Related
Party, which approval shall not be unreasonably withheld (attorneys for Tenant’s
insurer shall be deemed approved for purposes of this Section 12.04).
Notwithstanding the foregoing, a Landlord Related Party may retain its own
attorneys to participate or assist in defending any claim, action or proceeding
involving potential liability in excess of the amount available under Tenant’s
liability insurance carried under Article 13 for such claim and Tenant shall pay
the reasonable fees and disbursements of such attorneys. If Tenant fails to
diligently defend or if there is a legal conflict or other conflict of interest,
then Landlord may retain separate counsel at Tenant’s expense. Notwithstanding
anything herein contained to the contrary, Tenant may direct the Landlord
Related Party to settle any claim, suit or other proceeding provided that (a)
such settlement shall involve no obligation on the part of the Landlord Related
Party other than the payment of money, (b) any payments to be made pursuant to
such settlement shall be paid in full exclusively by Tenant at the time such
settlement is reached, (c) such settlement shall not require the Landlord
Related Party to admit any liability, and (d) the Landlord Related Party shall
have received an unconditional release from the other parties to such claim,
suit or other proceeding.

       

      13.    Insurance.

       

      13.01 Tenant’s
Insurance.

       

      (a) Tenant,
at its expense, shall obtain and maintain in full force and effect the following
insurance policies throughout the term of the Lease (“Tenant’s
Insurance”):

       

      (A) a policy
of commercial general liability insurance on an occurrence basis against claims
for personal injury, bodily injury, death and/or property damage occurring in or
about the Building, under which Tenant is named as the insured and Landlord,
Landlord’s Agent and any Mortgagees whose names have been furnished to Tenant
are named as additional insureds (the “Insured
Parties”).  Such insurance shall provide primary coverage
without contribution from any other insurance carried by or for the benefit of
the Insured Parties, and Tenant shall obtain blanket broad-form contractual
liability coverage to insure its indemnity obligations set forth in Article
12.  The minimum limits of liability applying exclusively to the
Premises shall be a combined single limit with respect to each occurrence in an
amount of not less than $3,000,000 (with a deductible not to exceed $10,000.00)
which may be satisfied by combination with an umbrella policy; provided,
however, that Landlord shall retain the right to require Tenant to increase such
coverage from time to time to that amount of insurance which in Landlord’s
reasonable judgment is then being customarily required by landlords for similar
office space in Comparable Buildings;

       

      (B) insurance
against loss or damage by fire, and such other risks and hazards as are
insurable under then available standard form of “All Risk” property insurance
policies, insuring Tenant’s contents, fixtures, and equipment (“Tenant’s Property”) and all
Alterations 

       

      
        
           

        

        
          - 14
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      and
improvements to the Premises (including the Initial Installations), for the full
replacement value thereof or replacement cost thereof, having a deductible
amount, if any, not in excess of $25,000.  Landlord, Landlord’s Agent
and any Mortgagees whose names have been furnished to Tenant shall be included
as loss payee(s) with respect to all Leasehold Improvements;

       

      (C) during
the performance of any Alteration, until completion thereof, Builder’s Risk
insurance on an “all risk” basis including a Permission to Complete and Occupy
endorsement, for full replacement value covering the interest of Landlord and
Tenant (and their respective contractors and subcontractors) in all work
incorporated in the Building and all materials and equipment in or about the
Premises;

       

      (D) Business
Interruption Insurance covering a minimum of one year of  actual loss
sustained;

       

      (E) Workers’
Compensation Insurance, as required by law or by statute, and Employer’s
Liability with a limit of not less than $1,000,000 each accident for bodily
injury by accident or $1,000,000 each employee for bodily injury by
disease;

       

      (F) Such
other insurance in such amounts as the Insured Parties may reasonable require
from time to time.

       

      (b) All
insurance required to be carried by Tenant (i) shall contain a provision that
(x) no act or omission of Tenant shall affect or limit the obligation of the
insurance company to pay the amount of any loss sustained, and (y) shall be
non-cancelable and/or no material change in coverage shall be made thereto
unless the Insured Parties receive thirty (30) days prior notice by certified
mail, return receipt requested or by a recognized overnight delivery service and
(ii) shall be effected under valid and enforceable policies issued by reputable
insurers authorized to do business in the state in which the demised premises is
located and rated in Best’s Insurance Guide, or any successor thereto as having
a “Best’s Rating” of “A” or better and a “Financial Size Category” of at least
“X” or better, or, if such ratings are not then in effect, the equivalent
thereof or such other financial rating as Landlord may at any time consider
appropriate.

       

      (c) On or
prior to the earlier to occur of the Rent Commencement Date or the date Tenant
is provided with possession of the Premises, Tenant shall deliver to Landlord
appropriate certificates of insurance that evidence the insurance required to be
carried by this Article 13, the waivers of subrogation required by Article 14,
that the Insured Parties are named as additional insureds/loss payees, as
applicable as required pursuant to this Article 13 (each a “Policy”, collectively the
“Policies”) and that the
commercial general liability insurance is primary, non-contributory and excess
of other valid and collectible insurance.  Evidence of each renewal or
replacement of the Policies shall be delivered by Tenant to Landlord at least
ten (10) days prior to the expiration of the Policies.  The insurance
company is to advise all Insured Parties in writing by certified mail, return
receipt requested, or by recognized overnight delivery service, at least thirty
(30) days in advance of any termination or change to the Policies that would
affect the interest of any of the Insured Parties and evidence that such
certification conveys to the Insured Parties all the rights and privileges
afforded under the Policies as primary insurance.

       

      (d) By
requiring insurance herein, Landlord does not represent that coverage and limits
will necessarily be adequate to protect Tenant, and such coverage and limits
shall not be 

       

      
        
           

        

        
          - 15
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      deemed a
limitation on, or transfer of Tenant’s liability under the indemnities granted
to Landlord in this contract.

       

      (e) Any
claims made against such insurance policies shall survive the expiration of the
Lease. All rights that inure to the benefit of the Landlord shall not be
prejudiced by the expiration of the Lease.

       

      14.    Waiver of
Subrogation.

       

      Landlord
and Tenant hereby waive any and all rights to recovery, claims, actions, or
causes of action against the other and shall have no liability to the other, or
to any insurer, by way of subrogation or otherwise, on account of any loss or
damage to their respective property, the Premises or its contents or the
Building, regardless of whether such loss or damage is caused by the negligence
of Landlord or Tenant, arising out of any of the perils or casualties insured
against by the property insurance policies carried, or required to be carried,
by the parties pursuant to this Lease.  In addition, Landlord and
Tenant shall have no liability to one another for any deductible amount carried
under any policy.  The insurance policies obtained by Landlord and
Tenant pursuant to this Lease, shall require waivers of subrogation which the
insurer may otherwise have against the non-insuring party.  Tenant
acknowledges that Landlord shall not carry insurance on, and shall not be
responsible for, (i) damage to any Leasehold Improvements, (ii) Tenant’s
Property, (iii) any loss suffered by Tenant due to interruption of Tenant’s
business.

       

      15.    Casualty
Damage.

       

      15.01 If all or
any portion of the Premises becomes untenantable or inaccessible by fire or
other casualty to the Premises or the Common Areas (collectively a “Casualty”), Landlord, with
reasonable promptness, shall cause a general contractor selected by Landlord to
provide Landlord with a written estimate of the amount of time required, using
standard working methods, to substantially complete the repair and restoration
of the Premises and any Common Areas necessary to provide access to the Premises
(“Completion
Estimate”).  Landlord shall promptly forward a copy of the
Completion Estimate to Tenant.  If the Completion Estimate indicates
that the Premises or any Common Areas necessary to provide access to the
Premises cannot be made tenantable within twelve (12) months from the date the
repair is started, then either party shall have the right to terminate this
Lease upon written notice to the other within ten (10) days after Tenant’s
receipt of the Completion Estimate, in which case this Lease shall be deemed
terminated effective as the date which is thirty (30) days following the date of
such notice.  Tenant, however, shall not have the right to terminate
this Lease if the Casualty was caused by the negligence or intentional
misconduct of Tenant or any Tenant Related Parties.  In addition,
Landlord, by notice to Tenant within ninety (90) days after the date of the
Casualty, shall have the right to terminate this Lease effective as of the date
which is thirty (30) days following the date of such notice if:  (a)
any Mortgagee requires that the insurance proceeds be applied to the payment of
the mortgage debt; (b) the damage is not fully covered, except for deductible
amounts, by Landlord’s insurance policies; or (c) the Premises are totally
damaged or are rendered wholly untenantable, or the Building shall be so damaged
that, in Landlord’s reasonable opinion, substantial alteration, demolition, or
reconstruction of the building shall be required.  Notwithstanding
anything to the contrary in this Article 15, if any damage during the final
eighteen (18) months of the Term renders the Premises wholly untenantable,
either 

       

      
        
           

        

        
          - 16
-

          
            

          

        

        
           

        

      

      Landlord
or Tenant may terminate this Lease by notice to the other party within thirty
(30) days after the occurrence of such damage, and this Lease shall expire on
the 30th day following the date of such notice.  For purposes of the
preceding sentence, the Premises shall be deemed wholly untenantable if Tenant
shall be precluded from using more than fifty percent (50%) of the Premises for
the conduct of its business and Tenant’s inability to so use the Premises is
reasonably expected to continue for more than ninety (90) days.

       

      15.02 If this
Lease is not terminated, Landlord shall promptly and diligently, subject to
reasonable delays for insurance adjustment or other matters beyond Landlord’s
reasonable control, restore the Building (including the Premises) and Common
Areas.  Such restoration shall be to substantially the same condition
that existed prior to the Casualty, except for modifications required by Law or
any other modifications to the Common Areas deemed desirable by
Landlord.  Notwithstanding anything herein to the contrary, Landlord
shall have no obligation whatsoever to repair or restore any of the Leasehold
Improvements or any other improvements or decorations to the Premises except to
the extent the proceeds of the insurance carried by Tenant are timely received
by Landlord.  Upon notice from Landlord, Tenant agrees that Tenant
shall assign or endorse over to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant’s
Insurance with respect to any Leasehold Improvements performed by or for the
benefit of Tenant; provided if the estimated cost to repair such Leasehold
Improvements exceeds the amount of insurance proceeds received by Landlord from
Tenant’s insurance carrier, the excess cost of such repairs shall be paid by
Tenant to Landlord prior to Landlord’s commencement of
repairs.  Within 15 days of demand, Tenant shall also pay Landlord for
any additional excess costs that are determined during the performance of the
repairs to such Leasehold Improvements.  In no event shall Landlord be
required to spend more for the restoration of the Building and Common Areas than
the proceeds received by Landlord, whether insurance proceeds or proceeds from
Tenant.  Landlord shall not be liable for any inconvenience to Tenant,
or injury to Tenant’s business resulting in any way from the Casualty or the
repair thereof.  Provided that Tenant is not in Default (including in
default of Tenant’s obligations contained in this Section 15.02), at the time
that all or a material portion of the Premises is rendered untenantable as a
result of a Casualty, the Rent shall abate for the portion of the Premises that
is untenantable and not used by Tenant.

       

      15.03 None of
the Insured Parties shall be liable for any injury or damage to persons or
property or interruption of Tenant’s business resulting from fire or other
casualty, any damage caused by other tenants or persons in the Building, or by
construction of any private, public or quasi-public work, or any latent defect
in the Premises, in the Building (except that Landlord shall be required to
repair the same to the extent provided in Article 8).  No penalty
shall accrue for delays which may arise by reason of adjustment of casualty
insurance on the part of Landlord or for delays caused by Force Majeure arising
from any repair or restoration of any portion of the Building, provided that
Landlord shall use reasonable efforts to minimize interference with Tenant’s use
and occupancy of the Premises during the performance of any such repair or
restoration.

       

      16.    Condemnation.

       

      Either
party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”).  Landlord
shall also have the right to terminate this Lease 

       

      
        
           

        

        
          - 17
-

          
            

          

        

        
           

        

      

      if there
is a Taking of any portion of the Building or Property which would have a
material adverse effect on Landlord’s ability to profitably operate the
remainder of the Building.  The terminating party shall provide
written notice of termination to the other party within forty-five (45) days
after it first receives notice of the Taking.  The termination shall
be effective as of the effective date of any order granting possession to, or
vesting legal title in, the condemning authority.  If this Lease is
not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately
adjusted to account for any reduction in the Rentable Square Footage of the
Building or the Rentable Square Footage of the Premises. All compensation
awarded for a Taking shall be the property of Landlord.  The right to
receive compensation or proceeds are expressly waived by Tenant, provided,
however, Tenant may file a separate claim for Tenant’s Property and Tenant’s
reasonable relocation expenses, provided the filing of the claim does not
diminish the amount of Landlord’s award.  If only a part of the
Premises is subject to a Taking and this Lease is not terminated, Landlord, with
reasonable diligence, will, subject to the provisions of any Mortgage, restore
the remaining portion of the Premises as nearly as practicable to the condition
immediately prior to the Taking; provided, however, that Landlord shall not be
required to spend more than it collects as an award.  If there is a
temporary Taking of all or any part of the Premises during the Term, Tenant
shall give prompt notice to Landlord, the Term shall not be reduced or affected
in any way, and Tenant shall continue to pay all Rent payable by Tenant without
reduction or abatement and to perform all of its other obligations under this
Lease, except to the extent prevented from doing so by the condemning
authority.  Tenant shall be entitled to receive any award or payment
from the condemning authority for such use, which shall be received, held and
applied by Tenant as a trust fund for payment of the Rent falling
due.

       

      17.    Events of
Default.

       

      In
addition to any other default specifically described in this Lease, each of the
following occurrences shall be a “Default”: (a) Tenant’s failure
to pay any portion of Rent when due or any other sum (other than payment or
replenishment of the Deposit which is governed by clause (k) below) required to
be paid by Tenant under this Lease or under any other agreement between Landlord
(or Landlord’s predecessors in title) and Tenant, if the failure continues for
five (5) days after
written notice, which notice may be in the form of an Illinois Statutory 5 day
notice utilized in forcible entry and detainer proceedings to Tenant, except that if Landlord
shall have given two (2) such notices of default in the payment of any Rent in
any 12-month period, Tenant shall not be entitled to any further notice of its
delinquency in the payment of Rent or any extended period in which to make
payment until such time as twelve (12) consecutive months have elapsed without
Tenant having failed to make any such payment when due (“Monetary Default”); (b)
Tenant’s failure (other than a Monetary Default) to comply with any term,
provision, condition or covenant of this Lease, if the failure is not cured
within ten (10) days after written notice to Tenant provided, however, if
Tenant’s failure to comply cannot reasonably be cured within ten (10) days,
Tenant shall be allowed additional time (not to exceed sixty (60) days) as is
reasonably necessary to cure the failure so long as Tenant begins the cure
within ten (10) days and diligently pursues the cure to completion; (c) Tenant
permits a Transfer without Landlord’s required approval or otherwise in
violation of Article 10 of this Lease; (d) Tenant becomes insolvent, makes a
transfer in fraud of creditors, makes an assignment for the benefit of
creditors, admits in writing Tenant’s inability to pay Tenant’s debts when due
or forfeits or loses its right to conduct business; (e) Tenant files any
voluntary petition in bankruptcy or for corporate reorganization or any similar
relief;  (f) any involuntary petition in bankruptcy shall be


       

      
        
           

        

        
          - 18
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      filed
against Tenant under any federal or state bankruptcy or insolvency act and shall
not have been dismissed within ninety (90) days from the filing thereof; (g) a
receiver is appointed for Tenant by any court and such receiver is appointed for
Tenant or any of the property of Tenant by any court and such receiver shall not
have been dismissed within ninety (90) days from the date of his appointment;
(h) the leasehold estate is taken by process or operation of Law; (i) in the
case of any ground floor or retail Tenant, Tenant does not take possession of or
abandons or vacates all or any portion of the Premises; (j) Tenant is in default
beyond any notice and cure period under any other lease or agreement with
Landlord at the Building or Property; or (k) Tenant fails to pay or to replenish
the Deposit as provided in Article 25 hereof.  If Landlord provides
Tenant with notice of Tenant’s failure to comply with any specific provision of
this Lease (other than a Monetary Default which is governed by clause (a) above)
on three (3) separate occasions during any 12-month period, Tenant’s subsequent
violation of such provision shall, at Landlord’s option, be an incurable Default
by Tenant. All notices sent under this Article shall be in satisfaction of, and
not in addition to, notice required by Law.

       

      18.    Remedies.

       

      18.01 Upon
Default, Landlord shall have the right to pursue any one or more of the
following remedies in addition to all other rights and remedies provided at law
or in equity or elsewhere herein:

       

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

       

      (b) Terminate
Tenant’s right to possession of the Premises and, in compliance with Law, remove
Tenant, Tenant’s Property and any parties occupying the
Premises.  Landlord may (but shall not be obligated to) relet all or
any part of the Premises, without notice to Tenant, for such period of time and
on such terms and conditions (which may include concessions, free rent and work
allowances) as Landlord in its absolute discretion shall
determine.  To the extent required by Law, Landlord shall use
commercially reasonable efforts to mitigate its damages.  Landlord may
collect and receive all rents and other income from the
reletting.  Tenant shall pay Landlord on demand all past due Rent, all
Costs of Reletting and any deficiency arising from the reletting or failure to
relet the Premises. The re-entry or taking of possession of the Premises shall
not be construed as an election by Landlord to terminate this
Lease.

       

      18.02 In lieu
of calculating damages under Section 18.01, Landlord may elect to receive as
damages the sum of (a) all Rent accrued through the date of termination of this
Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent
that Tenant would have been required to pay for the remainder of the Term
discounted to present value at the Base Rate 

       

      
        
           

        

        
          - 19
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      then in
effect, minus the then present fair rental value of the Premises for the
remainder of the Term, similarly discounted, after deducting all anticipated
Costs of Reletting.

       

      18.03 If Tenant
is in Default (i.e. after the expiration of all notice and cure periods) of any
of its non-monetary obligations under this Lease, or in the event of an
emergency at any time that Tenant is in default (regardless of whether notice
has been sent to Tenant and the time period to cure has passed) of its
obligations under this Lease, Landlord shall have the right to perform such
obligations.  Tenant shall reimburse Landlord for the cost of such
performance upon demand together with an administrative charge equal to ten
percent (10%) of the cost of the work performed by Landlord. The repossession or
re-entering of all or any part of the Premises shall not relieve Tenant of its
liabilities and obligations under this Lease.  No right or remedy of
Landlord shall be exclusive of any other right or remedy. Each right and remedy
shall be cumulative and in addition to any other right and remedy now or
subsequently available to Landlord at Law or in equity.

       

      18.04 Tenant,
on its own behalf and on behalf of all persons claiming through or under Tenant,
including all creditors, hereby waives all rights which Tenant and all such
persons might otherwise have under any Law (i) to the service of any notice of
intention to re-enter or to institute legal proceedings, (ii) to redeem, or to
re-enter or repossess the Premises, or (iii) to restore the operation of this
Lease, after (A) Tenant shall have been dispossessed by judgment or by warrant
of any court or judge, (B) any re-entry by Landlord, or (C) any expiration or
early termination of the term of this Lease, whether such dispossess, re-entry,
expiration or termination shall be by operation of law or pursuant to the
provisions of this Lease. The words “re-enter,” “re-entry” and “re-entered” as
used in this Lease shall not be deemed to be restricted to their technical legal
meanings.

       

      18.05 TENANT
HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON OR RELATED TO THE SUBJECT MATTER OF THIS LEASE AND THE BUSINESS
RELATIONSHIP THAT IS BEING ESTABLISHED.  THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES NEITHER
LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY
REPRESENTATIONS OF FACT TO INCLUDE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY
ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.  TENANT
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS LEASE
AND THAT LANDLORD HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS LEASE
AND THAT LANDLORD WILL CONTINUE TO RELY ON THIS WAIVER IN ITS FUTURE DEALINGS
WITH TENANT.  TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED
(OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND
IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.

       

      19.    Limitation of
Liability.

       

      THE
LIABILITY OF LANDLORD FOR LANDLORD’S OBLIGATIONS UNDER THIS LEASE SHALL BE
LIMITED TO LANDLORD’S INTEREST IN THE REAL PROPERTY AND TENANT SHALL NOT LOOK TO
ANY OTHER PROPERTY OR 

       

      
        
           

        

        
          - 20
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      ASSETS OF
LANDLORD, OR THE PROPERTY OR ASSETS OF ANY DIRECT OR INDIRECT PARTNER, MEMBER,
MANAGER, SHAREHOLDER, DIRECTOR, OFFICER, PRINCIPAL, EMPLOYEE OR AGENT OF
LANDLORD (COLLECTIVELY, THE “LANDLORD PARTIES”) IN SEEKING
EITHER TO ENFORCE LANDLORD’S OBLIGATIONS UNDER THIS LEASE OR TO SATISFY A
JUDGMENT FOR LANDLORD’S FAILURE TO PERFORM SUCH OBLIGATIONS; AND NONE OF THE
LANDLORD PARTIES SHALL BE PERSONALLY LIABLE FOR THE PERFORMANCE OF LANDLORD’S
OBLIGATIONS UNDER THIS LEASE.

       

      20.    Relocation.

       

      Landlord,
at its expense, at any time before or during the Term, may, one time during the
Term, relocate Tenant from the Premises to space of reasonably comparable size
and utility (“Relocation
Space”) within the Building upon sixty (60) days’ prior written notice to
Tenant.  From and after the date of the relocation, the Base Rent and
Tenant’s Pro Rata Share shall be adjusted based on the rentable square footage
of the Relocation Space.  Landlord shall pay Tenant’s reasonable costs
of relocation, including all costs for moving Tenant’s furniture, equipment,
supplies and other personal property, as well as the cost of printing and
distributing change of address notices to Tenant’s customers and one month’s
supply of stationery showing the new address.  Landlord shall have no
liability to Tenant by reason of any such relocation, including as a result of
any inconvenience or interference with Tenant’s business.

       

      21.    Holding
Over.

       

      If Tenant
fails to surrender all or any part of the Premises at the termination of this
Lease, occupancy of the Premises after termination shall be that of a tenancy at
sufferance.  Tenant’s occupancy shall be subject to all the terms and
provisions of this Lease, and Tenant shall pay an amount (on a per month basis
without reduction for partial months during the holdover) equal to 150% of the
sum of the Base Rent and Additional Rent due for the month immediately preceding
the holdover for the first month of such holdover and 200% of the sum of the
Base Rent and Additional Rent due for the month immediately preceding the
holdover for each month thereafter.  No holdover by Tenant or payment
by Tenant after the termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. If Landlord is unable to deliver possession
of the Premises to a new tenant or to perform improvements for a new tenant as a
result of Tenant’s holdover and Tenant fails to vacate the Premises within
fifteen (15) days after notice from Landlord, Tenant shall be liable for all
damages that Landlord suffers from the holdover.

       

      22.    Subordination to Mortgages;
Estoppel Certificate.

       

      22.01 Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust,
ground lease(s) or other lien(s) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a “Mortgage”). The party having
the benefit of a Mortgage shall be referred to as a “Mortgagee”. Upon request,
Tenant, without charge, shall attorn to any successor to Landlord’s interest in
this Lease.  This clause shall be self-operative, but upon request
from a Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee (i) evidencing such attornment, (ii) setting
forth the terms 

       

      
        
           

        

        
          - 21
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      and
conditions of Tenant’s tenancy, and (iii) containing such other terms and
conditions as may be required by such Mortgagee, provided such terms and
conditions do not increase the Rent, materially increase Tenant’s other
obligations or materially and adversely affect Tenant’s rights under this Lease.
Upon such attornment this Lease shall continue in full force and effect as a
direct lease between such successor landlord and Tenant upon all of the terms,
conditions and covenants set forth in this Lease except that such successor
landlord shall not be: i) liable for any act or omission of Landlord (except to
the extent such act or omission continues beyond the date when such successor
landlord succeeds to Landlord’s interest and Tenant gives notice of such act or
omission); (ii) subject to any defense, claim, counterclaim, set-off or offset
which Tenant may have against Landlord; (iii) bound by any prepayment of more
than one month’s Rent to any prior landlord; (iv) bound by any obligation to
make any payment to Tenant which was required to be made prior to the time such
successor landlord succeeded to Landlord’s interest; (v) bound by any obligation
to perform any work or to make improvements to the Premises except for (x)
repairs and maintenance required to be made by Landlord under this Lease, and
(y) repairs to the Premises as a result of damage by fire or other casualty or a
partial condemnation pursuant to the provisions of this Lease, but only to the
extent that such repairs can reasonably be made from the net proceeds of any
insurance or condemnation awards, respectively, actually made available to such
successor landlord; (vi) bound by any modification, amendment or renewal of this
Lease made without successor landlord’s consent; (vii) liable for the repayment
of any security deposit or surrender of any letter of credit, unless and until
such security deposit actually is paid or such letter of credit is actually
delivered to such successor landlord; or (viii) liable for the payment of any
unfunded tenant improvement allowance, refurbishment allowance or similar
obligation.  As an alternative, a Mortgagee shall have the right at
any time to subordinate its Mortgage to this Lease.

       

      22.02 As long
as any Mortgage exists, Tenant shall not seek to terminate this Lease by reason
of any act or omission of Landlord until (a) Tenant shall have given notice of
such act or omission to all Mortgagees, and (b) a reasonable period of time
shall have elapsed following the giving of notice of such default and the
expiration of any applicable notice or grace periods (unless such act or
omission is not capable of being remedied within a reasonable period of time),
during which period such Mortgagees shall have the right, but not the
obligation, to remedy such act or omission and thereafter diligently proceed to
so remedy such act or omission.  If any Mortgagee elects to remedy
such act or omission of Landlord, Tenant shall not seek to terminate this Lease
so long as such Mortgagee is proceeding with reasonable diligence to effect such
remedy.

       

      22.03 Tenant
shall, within seven (7) days after receipt of a written request from Landlord,
execute and deliver a commercially reasonable estoppel certificate as reasonably
requested by Landlord (including a Mortgagee or prospective purchaser). Without
limitation, such estoppel certificate may include a certification as to the
status of this Lease, the existence of any defaults and the amount of Rent that
is due and payable.

       

      23.    Notice.

       

      All
demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing
and delivered by hand or sent by registered, express, or certified mail, with
return receipt requested or with delivery confirmation requested from the U.S.
postal service, or sent by overnight or same day courier service at the party’s
respective Notice Address(es) set forth in 

       

      
        
           

        

        
          - 22
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      Section
1.14; provided, however, notices sent by Landlord regarding general Building
operational matters may be posted in the Building mailroom or the general
Building newsletter or sent via e-mail to the e-mail address provided by Tenant
to Landlord for such purpose.  In addition, if the Building is closed
(whether due to emergency, governmental order or any other reason), then any
notice address at the Building shall not be deemed a required notice address
during such closure, and, unless Tenant has provided an alternative valid notice
address to Landlord for use during such closure, any notices sent during such
closure may be sent via e-mail or in any other practical manner reasonably
designed to ensure receipt by the intended recipient.  Each notice
shall be deemed to have been received on the earlier to occur of actual delivery
or the date on which delivery is refused, or, if Tenant has vacated the Premises
or any other Notice Address of Tenant without providing a new Notice Address,
three (3) days after notice is deposited in the U.S. mail or with a courier
service in the manner described above.  Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address.

       

      24.    Surrender of
Premises.

       

      At the
termination of this Lease or Tenant’s right of possession, Tenant shall remove
Tenant’s Property and any Specialty Alterations from the Premises, and quit and
surrender the Premises to Landlord, broom clean, and in as good order, condition
and repair as on the Rent Commencement Date, ordinary wear and tear and damage
which Landlord is obligated to repair hereunder excepted.  If Tenant
fails to remove any of Tenant’s Property or Specialty Alterations, or to restore
the Premises to the required condition, within five (5) days after termination
of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost
and expense, shall be entitled (but not obligated) to remove and store Tenant’s
Property and/or perform such restoration of the Premises.  Landlord
shall not be responsible for the value, preservation or safekeeping of Tenant’s
Property.  Tenant shall pay Landlord, upon demand, the expenses and
storage charges incurred.  If Tenant fails to remove Tenant’s Property
from the Premises or storage, within thirty (30) days after notice, Landlord may
deem all or any part of Tenant’s Property to be abandoned and, at Landlord’s
option, title to Tenant’s Property shall vest in Landlord or Landlord may
dispose of Tenant’s Property in any manner Landlord deems
appropriate.

       

      25.    Deposit.

       

      25.01 Landlord’s
obligations and Tenant’s rights hereunder are expressly conditioned upon Tenant
depositing, concurrently with Tenant’s execution hereof, the Deposit as security
for the prompt, full and faithful performance by Tenant of each and every
provision of this Lease and of all obligations of Tenant
hereunder.  Such Deposit shall be in the form of a Letter of
Credit.

       

      25.02 The term
“Letter of Credit” as
used herein shall mean an irrevocable, unconditional letter of credit, in the
form attached as Exhibit
G or in a form and substance otherwise acceptable to Landlord in
Landlord’s sole judgment, expiring no earlier than one hundred twenty (120) days
after the expiration of the Term (as the same may be extended)
in the amount of the Deposit issued by a national bank acceptable to Landlord,
in Landlord’s sole judgment, which Letter of Credit (i) shall be payable to
Landlord upon demand made pursuant to 

       

      
        
           

        

        
          - 23
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      presentation
of an unconditional sight draft without accompanying certificate and (ii) shall
be renewed as hereafter provided in Section 25.04 below.

       

      25.03 If Tenant
fails to perform any of its obligations hereunder, Landlord may use, apply or
retain the whole or any part of the Deposit for the payment of: (i) any Rent or
other sums of money which Tenant may not have paid when due; (ii) any sum
expended by Landlord on behalf of Tenant in accordance with the provisions of
this Lease; or (iii) any sum which Landlord may expend or be required to expend
by reason of a Default by Tenant, including, without limitation, any damage or
deficiency in or from the reletting of the Premises as provided in Article 17
hereof.  The use, application or retention of the Deposit, or any
portion thereof, by Landlord shall not prevent Landlord from exercising any
other right or remedy provided by this Lease or by law (it being intended that
Landlord shall not first be required to proceed against the Deposit) and shall
not operate as a limitation on any recovery to which Landlord may otherwise be
entitled.  If any portion of the Deposit is used, applied or retained
by Landlord for the purposes set forth above, Tenant agrees, within ten (10)
days after the written demand therefor is made by Landlord, to reinstate the
Letter of Credit in an amount sufficient to restore the Deposit to its original
amount.

       

      25.04 No later
than ninety (90) days prior to the expiration of any Letter of Credit then
deposited hereunder, Tenant shall deliver to Landlord a new Letter of Credit
expiring not earlier than one (1) year from the expiration of the prior Letter
of Credit and meeting all of the other requirements set forth herein or an
amendment to the existing Letter of Credit extending the maturity date thereof
for one (1) year.  In the event Tenant fails to timely provide such
substitute Letter of Credit or amendment to the existing Letter of Credit,
Landlord shall be entitled to draw the full amount of the existing Letter of
Credit.

       

      25.05 If Tenant
shall fully and faithfully comply with all of the provisions of this Lease, the
Deposit, or any balance thereof, shall be returned to Tenant without interest
after the expiration of the Term or upon any later date after which Tenant has
vacated the Premises, and following the payment by Tenant of any deficiency owed
by Tenant with respect to Tenant’s Pro Rata Share of Taxes and Expenses for the
final Lease Year hereof following the reconciliation thereof in accordance with
Exhibit B hereof. In the
absence of evidence satisfactory to Landlord of any permitted assignment of the
right to receive the Deposit, or of the remaining balance thereof, Landlord may
return the same to the original Tenant, regardless of one or more assignments of
Tenant’s interest in this Lease or the Deposit. In such event, upon the return
of the Deposit, or the remaining balance thereof to the original Tenant,
Landlord shall be completely relieved of liability under this Article 25 or
otherwise with respect to the Deposit.

       

      25.06 Tenant
acknowledges that Landlord has the right to transfer or mortgage its interest in
the Land and the Building and in this Lease and Tenant agrees that if such a
transfer or mortgage occurs, Landlord shall have the right to transfer or assign
the Deposit to the transferee or mortgagee. Upon such transfer or assignment,
Landlord shall thereby be released by Tenant from all liability or obligation
for the return of such Deposit and Tenant shall look solely to such transferee
or mortgagee for the return of the Deposit.  In connection with any
such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s
sole cost and expense, execute and submit  to the issuing bank such
applications, documents and instruments as may be necessary to effectuate such
transfer, and Tenant shall be responsible for paying the issuing bank’s transfer
and processing fees in connection therewith.

       

      
        
           

        

        
          - 24
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      25.07 Landlord
and Tenant acknowledge and agree that in no event or circumstance shall the
Deposit whether in the form of cash or a Letter of Credit or any renewal thereof
or any proceeds thereof be deemed to be or treated as a “security
deposit”.  The parties hereto (A) recite that the Deposit is not
intended to serve as a security deposit and any and all laws, rules and
regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall
have no applicability or relevancy thereto and (B) waive any and all rights,
duties and obligations either party may now or, in the future, will have
relating to or arising from the Security Deposit Laws.  If the Deposit
is in the form of a Letter of Credit, Tenant agrees and acknowledges that (a)
the Letter of Credit constitutes a separate and independent contract between
Landlord and the Bank, (b) Tenant is not a third party beneficiary of such
contract, (c) Tenant has no property interest whatsoever in the Letter of Credit
or the proceeds thereof, and (d) in the event Tenant becomes a debtor under any
chapter of the Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s
bankruptcy estate shall have any right to restrict or limit Landlord’s claim
and/or rights to the Letter of Credit and/or the proceeds thereof by application
of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.

       

      26.    Tax Status of Beneficial
Owner.

       

      Tenant
recognizes and acknowledges that Landlord and/or certain beneficial owners of
Landlord may from time to time qualify as real estate investment trusts pursuant
to Sections 856 et seq. of the Internal Revenue Code and that avoiding (a) the
loss of such status, (b) the receipt of any income derived under any provision
of this Lease that does not constitute “rents from real property” (in the case
of real estate investment trusts), and (c) the imposition of income, penalty or
similar taxes (each an “Adverse
Event”) is of material concern to Landlord and such beneficial owners. In
the event that this Lease or any document contemplated hereby could, in the
opinion of counsel to Landlord, result in or cause an Adverse Event, Tenant
agrees to cooperate with Landlord in negotiating an amendment or modification
thereof and shall at the request of Landlord execute and deliver such documents
reasonably required to effect such amendment or modification. Any amendment or
modification pursuant to this Article 26 shall be structured so that the
economic results to Landlord and Tenant shall be substantially similar to those
set forth in this Lease without regard to such amendment or modification.
Without limiting any of Landlord’s other rights under this Article 26, Landlord
may waive the receipt of any amount payable to Landlord hereunder and such
waiver shall constitute an amendment or modification of this Lease with respect
to such payment. Tenant expressly covenants and agrees not to enter into any
sublease or assignment which provides for rental or other payment for such use,
occupancy, or utilization based in whole or in part on the net income or profits
derived by any person from the property leased, used, occupied, or utilized
(other than an amount based on a fixed percentage or percentages of receipts or
sales), and that any such purported sublease or assignment shall be absolutely
void and ineffective as a conveyance of any right or interest in the possession,
use, occupancy, or utilization of any part of the Premises.

       

      27.    Miscellaneous.

       

      27.01 This
Lease shall be interpreted and enforced in accordance with the Laws of the State
of Illinois and Landlord and Tenant hereby irrevocably consent to the
jurisdiction and proper venue of the state courts of the State of Illinois,
County of Cook or the United States District Court for the Northern District of
Illinois (Eastern Division).  If any term or provision of this Lease
shall to any extent be void or unenforceable, the remainder of this Lease shall
not be 

       

      
        
           

        

        
          - 25
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      affected.
If there is more than one Tenant or if Tenant is comprised of more than one
party or entity, the obligations imposed upon Tenant shall be joint and several
obligations of all the parties and entities, and requests or demands from any
one person or entity comprising Tenant shall be deemed to have been made by all
such persons or entities.  Notices to any one person or entity shall
be deemed to have been given to all persons and entities.  Tenant
represents and warrants to Landlord, and agrees, that each individual executing
this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and
that the entity(ies) or individual(s) constituting Tenant or which may own or
control Tenant or which may be owned or controlled by Tenant  are not
and at no time will be (i) in violation of any Laws relating to terrorism or
money laundering, or (ii) among the individuals or entities identified on any
list compiled pursuant to Executive Order 13224 for the purpose of identifying
suspected terrorists or on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tllsdn.pdf
or any replacement website or other replacement official publication of such
list.

       

      27.02 If
Landlord retains an attorney or institutes legal proceedings due to Tenant’s
failure to pay Rent when due, then Tenant shall be required to pay Additional
Rent in an amount equal to the reasonable attorneys’ fees and costs actually
incurred by Landlord in connection therewith.  Notwithstanding the
foregoing, in any action or proceeding between Landlord and Tenant, including
any appellate or alternative dispute resolution proceeding, the prevailing party
shall be entitled to recover from the non-prevailing party all of its costs and
expenses in connection therewith, including, but not limited to, reasonable
attorneys’ fees actually incurred.  If Landlord commences any summary
proceeding against Tenant, Tenant will not interpose any non-compulsory
counterclaim of any nature or description in any such proceeding, and will not
seek to consolidate such proceeding with any other action which may have been or
will be brought in any other court by Tenant.  No failure by either
party to declare a default immediately upon its occurrence, nor any delay by
either party in taking action for a default, nor Landlord’s acceptance of Rent
with knowledge of a default by Tenant, shall constitute a waiver of the default,
nor shall it constitute an estoppel.

       

      27.03 Whenever
a period of time is prescribed for the taking of an action by Landlord, the
period of time for the performance of such action shall be extended by the
number of days that the performance is actually delayed due to strikes, acts of
God, shortages of labor or materials, war, terrorist acts, pandemics, civil
disturbances and other causes beyond the reasonable control of the performing
party (“Force
Majeure”).

       

      27.04 Landlord
shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and
Property.  Upon transfer, Landlord shall be released from any further
obligations hereunder and Tenant agrees to look solely to the successor in
interest of Landlord for the performance of such obligations, provided that any
successor pursuant to a voluntary, third party transfer (but not as part of an
involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall
have assumed Landlord’s obligations under this Lease.

       

      27.05 Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an
option.  Landlord has retained Landlord’s Agent as leasing agent in
connection with this Lease and Landlord will be solely responsible for any fee
that may be payable to Landlord’s Agent.  Tenant represents and
warrants 

       

      
        
           

        

        
          - 26
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      to Landlord that neither it nor its agents have
dealt with any broker in connection with this Lease other than Landlord’s
Agent.  Each of Landlord and Tenant shall indemnify, defend, protect
and hold the other party harmless from and against any and all Losses which the
indemnified party may incur by reason of any claim of or liability to any
broker, finder or like agent (other than Landlord’s Agent) arising out of any
dealings claimed to have occurred between the indemnifying party and the
claimant in connection with this Lease, and/or the above representation being
false.

       

      27.06 Time is
of the essence with respect to Tenant’s exercise of any expansion, renewal or
extension rights granted to Tenant. The expiration of the Term, whether by lapse
of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the
expiration or termination of this Lease.

       

      27.07 Tenant
may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants and
agreements.  This covenant shall be binding upon Landlord and its
successors only during its or their respective periods of ownership of the
Building.

       

      27.08 This
Lease does not grant any rights to light or air over or about the
Building.  Landlord excepts and reserves exclusively to itself any and
all rights not specifically granted to Tenant under this
Lease.  Landlord reserves the right to make changes to the Property,
Building and Common Areas as Landlord deems appropriate.  This Lease
constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings related to the Premises, including all lease
proposals, letters of intent and other documents.  Neither party is
relying upon any warranty, statement or representation not contained in this
Lease.  This Lease may be modified only by a written agreement signed
by an authorized representative of Landlord and Tenant.

       

      27.09 This
Lease and Tenant’s rights hereunder are and will be subject to any condominium
declaration, by-laws and other instruments (collectively, the “Declaration”) which may be
recorded in order to subject the Building to a condominium form of ownership
pursuant to the Illinois Condominium Property Act or any successor Law, provided
that the Declaration does not by its terms increase the Rent, materially
increase Tenant’s non-Rent obligations or materially and adversely affect
Tenant’s rights under this Lease.  At Landlord’s request, and subject
to the foregoing proviso, Tenant will execute and deliver to Landlord an
amendment of this Lease confirming such subordination and modifying this Lease
to conform to such condominium regime.

       

      27.10 Wherever
in this Lease Landlord’s consent or approval is required, if Landlord refuses to
grant such consent or approval, whether or not Landlord expressly agreed that
such consent or approval would not be unreasonably withheld, Tenant shall not
make, and Tenant hereby waives, any claim for money damages (including any claim
by way of set-off, counterclaim or defense) based upon Tenant’s claim or
assertion that Landlord unreasonably withheld or delayed its consent or
approval. Tenant’s sole remedy shall be an action or proceeding to enforce such
provision, by specific performance, injunction or declaratory judgment. In no
event shall Landlord be liable for, and Tenant, on behalf of itself and all
other Tenant Related Parties or any of Tenant’s vendors, invitees or licensees,
hereby waives any 

       

      
        
           

        

        
          - 27
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      claim
for, any indirect, consequential or punitive damages, including loss of profits
or business opportunity, arising under or in connection with this
Lease.

       

      27.11 Landlord
has the right at any time to change the name, number or designation by which the
Building is commonly known.

       

      27.12 Unless
Landlord delivers written notice to Tenant to the contrary, Landlord’s Agent is
authorized to act as Landlord’s agent in connection with the performance of this
Lease, and Tenant shall be entitled to rely upon correspondence received from
Landlord’s Agent. Tenant acknowledges that Landlord’s Agent is acting solely as
agent for Landlord in connection with the foregoing; and neither Landlord’s
Agent nor any of its direct or indirect partners, members, managers, officers,
shareholders, directors, employees, principals, agents or representatives shall
have any liability to Tenant in connection with the performance of this Lease,
and Tenant waives any and all claims against any and all of such parties arising
out of, or in any way connected with, this Lease, the Building or the
Property.

       

      27.13 Unless
Tenant is a publicly traded company, Tenant shall from time to time, within ten
(10) Business Days after request by Landlord, deliver to Landlord financial
statements (including balance sheets and income/expense statements) for Tenant’s
then most recent full and partial fiscal years immediately preceding such
request, certified by an independent certified public accountant or Tenant’s
chief financial officer and in form reasonably satisfactory to Landlord;
provided that Landlord shall not make such request more than once during any
consecutive 12-month period unless such request is made in conjunction with the
sale or refinance of the Building.

       

      27.14 The
Exhibits and Schedules attached to this Lease are incorporated into and made a
part of this Lease as if set forth herein in full.  Capitalized terms
used in the Exhibits but not defined therein shall have the meanings given to
such terms in the Lease.

       

      27.15   This
Lease shall not be recorded by either Landlord or Tenant.

       

      27.16 This
Lease may be executed in two (2) or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
one instrument.

       

      


       

      [Remainder
of page intentionally left blank;

      signature
page follows]

       

       

       

       

       

      
        
           

        

        
          - 28
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      Landlord
and Tenant have executed this Lease as of the day and year first above
written.

       

      
      

       

      
        	 	      
                LANDLORD:

                 

                30 NORTH LASALLE, L.P.,
      a Delaware limited partnership

                 

                
                  By:
      30
      North LaSalle GP, L.L.C., its general partner

                

                 

                By: 
      /s/ Michael B. Banner

                      
                  
      


                 

                Name: 
      Michael B. Banner

                      
                  
      


                 

                Title:  
      Vice President and Secretary

                      
                  
      


                 

                TENANT:

                 

                BRIDGELINE
      SOFTWARE, INC.,

                 

                a
      Delaware corporation

                 

                By:  
      /s/ Gary M. Cebula

                      
                  
      


                 

                Name: 
      Gary M. Cebula

                      
                  
      


                 

                Title:  
      CFO

                      
                  
      


                 

                Tenant’s
      Tax ID Number (SSN or FEIN):

                 

                52-2263942
      
                  
      

              


      

       

      

        
          
             

          

          
            - 29
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      EXHIBIT
A

       

      OUTLINE AND LOCATION OF
PREMISES

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

      EXHIBIT
B

       

      EXPENSES AND
TAXES

       

      1.           Payments.

       

      1.01           Tenant
shall pay Tenant’s Pro Rata Share of the amount by which the total amount of
Expenses and Taxes for each calendar year during the Term exceed the total
amount of Expenses and Taxes for the Base Year.  As used herein the
term “Base Year” shall
mean calendar year 2008.  Landlord shall provide Tenant with a good
faith estimate of the total amount of Expenses and Taxes for each calendar year
during the Term.  On or before the first day of each month, Tenant
shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro
Rata Share of Landlord’s estimate of the amount by which the total amount of
Expenses and Taxes for the calendar year in question will exceed the total
amount of Taxes and Expense for the Base Year.  If Landlord determines
that its good faith estimate was incorrect, Landlord may provide Tenant with a
revised estimate.  After its receipt of the revised estimate, Tenant’s
monthly payments shall be based upon the revised estimate.  If
Landlord does not provide Tenant with an estimate of the amount by which the
total amount of Expenses and Taxes for a calendar year exceed the total amount
of Taxes and Expenses for the Base Year by January 1 of the calendar year in
question, Tenant shall continue to pay monthly installments based on the
previous year’s estimate until Landlord provides Tenant with the new
estimate.  Upon delivery of the new estimate, an adjustment shall be
made for any month for which Tenant paid monthly installments based on the
previous year’s estimate.  Tenant shall pay Landlord the amount of any
underpayment within thirty (30) days after receipt of the new
estimate.  Any overpayment shall be refunded to Tenant within thirty
(30) days or credited against the next due future installment(s) of Additional
Rent.

       

      1.02           As
soon as is practical following the end of each calendar year, Landlord shall
furnish Tenant with a statement of the actual amount of Expenses and Taxes for
the prior calendar year.  If the estimated amount by which Expenses
and Taxes for the prior calendar year exceeded Expenses and Taxes for the Base
Year is more than the actual amount by which Expenses and Taxes for the prior
calendar year exceeded Expenses and Taxes for the Base Year, Landlord shall
either provide Tenant with a refund or apply any overpayment by Tenant against
Rent due or next becoming due, provided if the Term expires before the
determination of the overpayment, Landlord shall refund any overpayment to
Tenant after first deducting the amount of Rent due.  If the estimated
amount by which Expenses and Taxes for the prior calendar year exceeded Expenses
and Taxes for the Base Year is less than the actual amount by which Expenses and
Taxes exceeded Expenses and Taxes for the Base Year, Tenant shall pay Landlord,
within thirty (30) days after its receipt of the statement of Expenses and
Taxes, any underpayment for the prior calendar year.  The foregoing
obligations of Landlord and Tenant shall survive the expiration of the
Term.  Delay in computation of the actual amount of Taxes and Expenses
for a calendar year shall not be deemed a default hereunder or a waiver of
Landlord’s right to collect from Tenant the underpayment for such calendar year,
nor shall the rendering of a statement prejudice Landlord’s right to thereafter
render a corrected statement for that calendar year.

       

      1.03           In
no event shall any decrease in Expenses or Taxes result in a reduction in the
Base Rent payable hereunder.

       

      
        
           

        

        
          B-1

          
            

          

        

        
           

        

      

      2.           Expenses.

       

      2.01           “Expenses” means all costs and
expenses paid or incurred in each calendar year in connection with owning,
operating, maintaining, repairing, and managing the Building and the
Property.  Expenses include, without limitation: (a) all labor and
labor related costs, including wages, salaries, bonuses, taxes, insurance,
uniforms, training, retirement plans, pension plans and other employee benefits;
(b) management fees; (c) the cost of equipping, staffing and operating an
on-site and/or off-site management office for the Building, provided if the
management office services one or more other buildings or properties, the shared
costs and expenses of equipping, staffing and operating such management
office(s) shall be equitably prorated and apportioned between the Building and
the other buildings or properties; (d) accounting costs; (e) the cost of
services; (f) rental and purchase cost of parts, supplies, tools and equipment;
(g) insurance premiums and deductibles; (h) electricity, gas and other utility
costs; and (i) the amortized cost of capital improvements (as distinguished from
replacement parts or components installed in the ordinary course of business)
which are:  (1) performed primarily to reduce current or future
operating expense costs, upgrade Building security or otherwise improve the
operating efficiency of the Property; or (2) required to comply with any Laws
that are enacted, or first interpreted to apply to the Property, after the date
of the Lease.  The cost of capital improvements shall be amortized by
Landlord over the useful life of the capital improvement as reasonably
determined by Landlord.  The amortized cost of capital improvements
may, at Landlord’s option, include actual or imputed interest at the rate that
Landlord would reasonably be required to pay to finance the cost of the capital
improvement.  If Landlord incurs Expenses for the Building or Property
together with one or more other buildings or properties, whether pursuant to a
reciprocal easement agreement, common area agreement or otherwise, the shared
costs and expenses shall be equitably prorated and apportioned between the
Building and Property and the other buildings or properties.

       

      2.02           Expenses
shall not include: the cost of capital improvements (except as set forth above);
depreciation; principal payments of mortgage and other non-operating debts of
Landlord; the cost of repairs or other work to the extent Landlord is reimbursed
by insurance or condemnation proceeds; costs in connection with leasing space in
the Building, including advertising and marketing costs, brokerage commissions,
space planning and moving costs; lease concessions, rental abatements and
construction allowances granted to specific tenants; costs incurred in
connection with the sale, financing or refinancing of the Building; fines,
interest and penalties incurred due to the late payment of Taxes or Expenses;
organizational expenses associated with the creation and operation of the entity
which constitutes Landlord; ground rents; any penalties or damages that Landlord
pays to Tenant under the Lease or to other tenants in the Building under their
respective leases; wages, salaries and benefits paid to any person above the
grade of Building Manager, except for salaries and benefits of personnel,
off-site or otherwise, to the extent such personnel perform services or
functions related to the management, operation or maintenance of the Building,
and whose services Landlord would otherwise contract for with a third party, and
then only to the extent the costs of such personnel is allocated to the Building
proportionately to the amount of time spent on the Building by such personnel;
costs incurred to remove Hazardous Materials from the Building, not placed there
by Tenant; costs of electricity provided to the separately metered premises of
any tenant of the Building, including the Premises; any other costs or expenses
incurred by Landlord to the extent Landlord (i) is reimbursed for such costs and
expenses from any policies of insurance in effect, or (ii) is entitled to be
reimbursed by any other tenant (other than through such tenant's payment of its
share of 

       

      
        
           

        

        
          B-2

          
            

          

        

        
           

        

      

      Expenses
or Taxes); costs incurred for special services performed for other tenants which
are not performed for Tenant; costs and expenses (including legal and auditing
fees) in connection with disputes with tenants (but costs of enforcing the
Building’s Rules and Regulations shall be included in Expenses); costs for
services paid to any affiliate of Landlord which are in excess of the then
prevailing market costs for such services; management fees in excess of 3.25% of
gross rents; or the costs of any service or utility (or level, amount or hours
thereof) provided to any tenant or occupant in the Building in excess of that
required by this Lease to be furnished by Landlord to Tenant free of separate or
additional charge.

       

      2.03           If
at any time during a calendar year the Building is not at least 100% occupied or
Landlord is not supplying services to at least 100% of the total Rentable Square
Footage of the Building, Expenses shall, at Landlord’s option, be determined as
if the Building had been 100% occupied and Landlord had been supplying services
to 100% of the Rentable Square Footage of the Building during that calendar
year.  Notwithstanding the foregoing, Landlord may calculate the
extrapolation of Expenses under this Section based on 100% occupancy and service
so long as such percentage is used consistently for each year of the
Term.  Expenses for the Base Year shall be “grossed up” in accordance
with the provisions of this Section 2.03.

       

      3.           “Taxes”
shall mean:  (a) all real property taxes and other assessments on the
Building and/or Property, including, but not limited to, gross receipts taxes,
assessments for special improvement districts and building improvement
districts, governmental charges, fees and assessments for police, fire, traffic
mitigation or other governmental service of purported benefit to the Property,
taxes and assessments levied in substitution or supplementation in whole or in
part of any such taxes and assessments and the Property’s share of any real
estate taxes and assessments under any reciprocal easement agreement, common
area agreement or similar agreement as to the Property; (b) all personal
property taxes for property that is owned by Landlord and used in connection
with the operation, maintenance and repair of the Property; and (c) all costs
and fees incurred in connection with seeking reductions in any tax liabilities
described in (a) and (b), including, without limitation, any costs incurred by
Landlord for compliance, review and appeal of tax
liabilities.  Without limitation, Taxes shall not include any income,
capital levy, transfer, capital stock, gift, estate or inheritance
tax.  If Landlord elects to pay any assessment in annual installments,
then (i) such assessment shall be deemed to have been so divided and to be
payable in the maximum number of installments permitted by Law, and (ii) there
shall be deemed included in Taxes for each calendar year of the Term the
installments of such assessment becoming payable during each such calendar year,
together with interest payable during such calendar year on such installments
and on all installments thereafter becoming due as provided by Law, all as if
such assessment had been so divided.  The benefit of any exemption or
abatement relating to all or any part of the Property shall accrue solely to the
benefit of Landlord and Taxes shall be computed without taking into account any
such exemption or abatement.  If at any time the methods of taxation
prevailing on the Effective Date shall be altered so that in lieu of or as an
addition to the whole or any part of Taxes, there shall be assessed, levied or
imposed (1) a tax, assessment, levy, imposition or charge based on the income or
rents received from the Property whether or not wholly or partially as a capital
levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by
or based in whole or in part upon all or any part of the Property and imposed
upon Landlord, or (3) a license fee measured by the rents, then all such taxes,
assessments, levies, impositions, charges or license fees or the part thereof so
measured or based shall be deemed to be Taxes.  Tenant shall be
responsible for any applicable occupancy or rent tax now in effect or hereafter
enacted and, if 

       

      
        
           

        

        
          B-3

          
            

          

        

        
           

        

      

      such tax
is payable by Landlord, Tenant shall promptly pay such amounts to Landlord, upon
Landlord’s demand.  If Landlord receives a refund of Taxes for any
calendar year during the Term, Landlord shall credit against subsequent payments
of Rent due hereunder, an amount equal to Tenant’s Pro Rata Share of the refund,
net of any expenses incurred by Landlord in achieving such refund, which amount
shall not exceed the amount Tenant has paid for Taxes for such calendar
year.  Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share
of any such increase in Taxes within thirty (30) days after Tenant’s receipt of
a statement from Landlord.  Notwithstanding anything herein to the
contrary, all references to Taxes “for” a particular year shall be deemed to
refer to Taxes levied or assessed for such year without regard to when such
taxes are paid or payable.

       

      4.           Audit
Rights.  Within sixty (60) days after receiving Landlord’s
statement of Expenses (each such period is referred to as the “Review Notice Period”), Tenant
may give Landlord written notice (“Review Notice”) that Tenant
intends to review Landlord’s records of the Expenses for the calendar year to
which the statement applies, and within sixty (60) days after sending the Review
Notice to Landlord (such period is referred to as the “Request for Information
Period”), Tenant shall send Landlord a written request identifying, with
a reasonable degree of specificity, the information that Tenant desires to
review (the “Request for
Information”).  Within a reasonable time after Landlord’s
receipt of a timely Request for Information and executed Audit Confidentiality
Agreement (referenced below), Landlord, as determined by Landlord, shall forward
to Tenant, or make available for inspection on site at such location deemed
reasonably appropriate by Landlord, such records (or copies thereof) for the
applicable calendar year that are reasonably necessary for Tenant to conduct its
review of the information appropriately identified in the Request for
Information.  Within sixty (60) days after any particular records are
made available to Tenant (such period is referred to as the “Objection Period”), Tenant
shall have the right to give Landlord written notice (an “Objection Notice”) stating in
reasonable detail any objection to Landlord’s statement of Expenses for that
year which relates to the records that have been made available to
Tenant.  If Tenant provides Landlord with a timely Objection Notice,
Landlord and Tenant shall work together in good faith to resolve any issues
raised in Tenant’s Objection Notice.  If Landlord and Tenant determine
that Expenses for the calendar year are less than reported, Landlord shall
provide Tenant with a credit against the next installment of Rent in the amount
of the overpayment by Tenant.  Likewise, if Landlord and Tenant
determine that Expenses for the calendar year are greater than reported, Tenant
shall pay Landlord the amount of any underpayment within thirty (30)
days.  If Tenant fails to give Landlord an Objection Notice with
respect to any records that have been made available to Tenant prior to
expiration of the Objection Period applicable to the records which have been
provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement
of Expenses with respect to the matters reflected in such records and shall be
barred from raising any claims regarding the Expenses relating to such records
for that year.  If Tenant fails to provide Landlord with a Review
Notice prior to expiration of the Review Notice Period or fails to provide
Landlord with a Request for Information prior to expiration of the Request for
Information Period described above, Tenant shall be deemed to have approved
Landlord’s statement of Expenses and shall be barred from raising any claims
regarding the Expenses for that year.

       

      If Tenant
retains an agent to review Landlord’s records, the agent must be with a CPA firm
licensed to do business in the State of Illinois.  Tenant shall be
solely responsible for all costs, expenses and fees incurred for the audit, and
the fees charged cannot be based in whole or in part 

       

      
        
           

        

        
          B-4

          
            

          

        

        
           

        

      

      on a
contingency basis.  The records and related information obtained by
Tenant shall be treated as confidential, and applicable only to the Building, by
Tenant and its auditors, consultants and other parties reviewing such records on
behalf of Tenant (collectively, “Tenant’s Auditors”), and,
prior to making any records available to Tenant or Tenant’s Auditors, Landlord
may require Tenant and Tenant’s Auditors to each execute a reasonable
confidentiality agreement (“Audit Confidentiality
Agreement”) in accordance with the foregoing.  In no event
shall Tenant be permitted to examine Landlord’s records or to dispute any
statement of Expenses unless Tenant has paid and continues to pay all Rent when
due.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          B-5

          
            

          

        

        
           

        

      

      EXHIBIT
C

       

      WORK
LETTER

       

       

      


      1.           Proposed and Final
Plans.

       

      (a)           Tenant
shall cause to be prepared and delivered to Landlord, for Landlord’s approval,
the following proposed drawings (“Proposed Plans”) for all
improvements Tenant desires to complete or have completed in the Premises (the
“Initial
Installations”):

       

      (i)           Architectural
drawings (consisting of demolition plans, floor construction plan, ceiling
lighting and layout, power, and telephone plan).

       

      (ii)           Mechanical
drawings (consisting of HVAC, sprinkler, electrical, telephone, and
plumbing).  Mechanical drawings shall include a tabulation of
connected electrical load and an analysis of anticipated electrical demand
load.

       

      (iii)           Finish
schedule (consisting of wall finishes and floor finishes and miscellaneous
details).

       

      (b)           All
architectural drawings shall be prepared at Tenant’s sole expense by a licensed
architect employed by Tenant and approved by Landlord.  Tenant shall
deliver two sets of reproducible architectural drawings to
Landlord.  All mechanical drawings shall be prepared at Tenant’s sole
expense by a licensed engineer designated by Landlord, whom Tenant shall
employ.  Tenant shall reimburse Landlord for all reasonable
out-of-pocket costs incurred by Landlord in reviewing the Proposed
Plans.

       

      (c)           Within
15 days after Landlord’s receipt of the architectural drawings, Landlord shall
approve or disapprove such drawings, and if disapproved, Landlord shall advise
Tenant of any changes or additional information required to obtain Landlord’s
approval.

       

      (d)           Within
15 days after receipt of mechanical drawings, Landlord shall approve or
disapprove such drawings, and if disapproved, Landlord shall advise Tenant of
any changes required to obtain Landlord’s approval.

       

      (e)           If
Landlord disapproves of, or requests additional information regarding the
Proposed Plans, Tenant shall, within 10 days thereafter, revise the Proposed
Plans disapproved by Landlord and resubmit such plans to Landlord or otherwise
provide such additional information to Landlord.  Landlord shall,
within 15 days after receipt of Tenant’s revised plans, approve or disapprove
such drawings, and if disapproved, Landlord shall advise Tenant of any
additional changes which may be required to obtain Landlord’s
approval.  If Landlord disapproves the revised plans specifying the
reason therefor, or requests further additional information, Tenant shall,
within 10 days of receipt of Landlord’s required changes, revise such plans and
resubmit them to Landlord or deliver to Landlord such further information as
Landlord has requested.  Landlord shall, again within 15 days after
receipt of Tenant’s revised plans, approve or disapprove such drawings, and if
disapproved, Landlord shall advise Tenant of further changes, if any, required
for Landlord’s approval.  This process shall continue until Landlord
has approved Tenant’s revised Proposed Plans.  “Final Plans” shall mean the
Proposed 

       

      
        
           

        

        
          C-1

          
            

          

        

        
           

        

      

      Plans, as
revised, which have been approved by Landlord and Tenant in
writing.  Landlord agrees not to withhold or delay its approval
unreasonably so long as such Initial Installations (i) are non-structural and do
not affect the mechanical, electrical, plumbing, sanitary, sprinkler, heating,
ventilation and air conditioning, security, life safety, elevator, intrabuilding
network telephone cable or other systems of the Building (the “Building Systems”) or Building
equipment, (ii) affect only the Premises and are not visible from outside of the
Premises, (iii) do not affect the certificate of occupancy issued for the
Building or the Premises, (iv) do not violate any Laws, and (v) do not affect
the appearance or value of the Building.

       

      (f)           All
Proposed Plans and Final Plans shall comply with all applicable
Laws.  Neither review nor approval by Landlord of the Proposed Plans
and resulting Final Plans shall constitute a representation or warranty by
Landlord that such plans either (i) are complete or suitable for their intended
purpose, or (ii) comply with applicable Laws, it being expressly agreed by
Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant
or to any other person or entity for such completeness, suitability or
compliance.  Tenant shall not make any changes in the Final Plans
without Landlord’s prior approval, which shall not be unreasonably withheld or
delayed; provided that Landlord may, in the exercise of its sole and absolute
discretion, disapprove any proposed changes adversely affecting the Building’s
structure, Building Systems, Building equipment, the certificate of occupancy
issued for the Building or Premises, or the appearance or value of the Building
or which violate any Laws.

       

      (g)           Notwithstanding
anything herein to the contrary, Tenant hereby approves the space plans dated
April 4, 2008 prepared by Fitzgerald Earles Architects, Inc.

       

      2.           Performance of the Initial
Installations.

       

      (a)           As
soon as reasonably possible following Landlord’s and Tenant’s approval of the
Final Plans, Landlord shall solicit bids for construction of the Initial
Installations shown on the Final Plans from at least 3 general contractors,
which general contractors shall be reasonably acceptable to
Tenant.  Promptly following submission of the bids from such general
contractors, Landlord shall enter into a construction contract (the “Contract”) with the lowest
bidder, unless Landlord finds such low bid to be unreasonable or unresponsive
(taking into consideration such factors as its completeness of scope, scheduling
approach, staffing, assessment of costs and other items), in which event
Landlord shall select the next lowest reasonable and responsive
bid.  The bidder with whom Landlord executes the Contract is
hereinafter referred to as the “General
Contractor.”  The Contract shall provide for progress payments,
and Tenant shall pay for the entire cost of the Initial Installations in excess
of Landlord’s Contribution on or before the execution of the
Contract.  The cost of the Initial Installations shall include the
cost of (i) all work performed by Landlord, General Contractor, architect or
anyone else on behalf of Tenant, (ii) all materials and labor furnished on
Tenant’s behalf, (iii) preparing the Proposed Plans and Final Plans, and (iv)
building permits and engineering fees.

       

      (b)           Landlord
shall then instruct the General Contractor to build the Initial Installations
indicated on the Final Plans as soon thereafter as reasonably possible,
consistent with industry custom and procedure, at Tenant’s sole and entire cost,
except for Landlord’s Contribution.

       

      
        
           

        

        
          C-2

          
            

          

        

        
           

        

      

      (c)           Tenant
shall reimburse to Landlord the actual costs incurred by Landlord to approve all
plans, specifications and materials submitted pursuant to this Work Letter, and
such reimbursement shall occur by Landlord’s deducting such costs from
Landlord’s Contribution.  Tenant shall also pay to Landlord a
supervision fee in an amount equal to 3% of the cost of the Initial
Installations for Landlord’s services in connection with this Work Letter, which
supervision fee will be deducted from Landlord’s Contribution.

       

      (d)           If
Tenant requests any changes to the Final Plans, Landlord shall not unreasonably
withhold its consent to any such changes, provided the changes do not adversely
affect the Base Building or the equipment, appearance or value of the Building,
but, if such changes increase the cost of constructing the Initial Installations
shown on the Final Plans, Tenant shall bear such costs and shall pay such
estimated increased costs to Landlord at such time as the request is approved by
Landlord.  If the actual increased costs are greater than the
estimated increased costs, Tenant shall pay the difference in increased costs to
Landlord promptly upon demand therefor.  The failure of Tenant to pay
any amounts due hereunder within 10 days of the date such sums are due and
payable shall constitute a Default under the Lease.

       

      (e)           Any
revisions by Tenant of the Final Plans, Tenant’s request for materials, finishes
or installations that are not readily available when required to be installed or
any failure by Tenant to comply with the dates and time limits in this
Workletter, shall constitute a “Tenant Delay.”  In
addition, Landlord shall have the right to stop construction if Tenant fails to
pay such sums or otherwise materially defaults in the performance of its
obligations under the Lease or this Workletter, and all such periods in which
work has stopped or been suspended shall constitute a “Tenant
Delay.”   If Tenant requests changes to the approved Final
Plans, any delays reasonably caused thereby in substantially completing
construction of the Initial Installations caused thereby shall also constitute a
“Tenant
Delay.”

       

      (f)           The
Initial Installations shall be deemed “Substantially Completed” when
such work has been completed, as reasonably determined by Landlord’s architect,
in accordance with (a) the provisions of this Lease applicable thereto, (b) the
Final Plans for such work, and (c) all applicable Laws, except for minor details
of construction, decoration and mechanical adjustments, if any, the
noncompletion of which does not materially interfere with Tenant’s use of the
Premises or which in accordance with good construction practices should be
completed after the other work in the Premises.

       

      3.           Payment of Costs of the
Initial Installations.

       

      Landlord
shall provide to Tenant an amount not to exceed Landlord’s Contribution toward
the cost of the Initial Installations, provided as of the date on which Landlord
is required to make payment thereof, (i) the Lease is in full force and effect,
and (ii) no Default then exists.  Tenant shall pay all costs of the
Initial Installations in excess of Landlord’s Contribution as heretofore
provided.  Landlord’s Contribution shall be payable on account of
labor directly related to the Initial Installations, materials delivered to the
Premises in connection with the Initial Installations, “soft costs”, consisting
of architectural and engineering fees incurred in connection with the Initial
Installations and furniture and equipment acquired for use in the Premises and
moving expenses and other fees (i.e. legal and consulting) associated with
securing this lease; provided, however, that at least 66% of the Landlord’s Contribution must be used
for “hard” construction costs.  In the event the entire Landlord’s
Allowance is not entirely expended 

       

      
        
           

        

        
          C-3

          
            

          

        

        
           

        

      

      for the
Initial Installations, Tenant shall have the right to apply the unexpended
portion of Landlord’s Contribution up to $85,400.00 as a credit against Rent due under the
Lease.

       

      4.           Miscellaneous.

       

      (a)           All
defined terms as used herein shall have the meanings ascribed to them in the
Lease.

       

      (b)           Except
as expressly set forth herein, Landlord has no other agreement with Tenant and
Landlord has no other obligation to do any other work or pay any amounts with
respect to the Premises.  Any other work in the Premises which may be
permitted by Landlord pursuant to the terms and conditions of the Lease shall be
done at Tenant’s sole cost and expense and in accordance with the terms and
conditions of the Lease.

       

      (c)           This
Work Letter shall not be deemed applicable to any additional space added to the
original Premises at any time or from time to time, whether by any options under
the Lease or otherwise, or to any portion of the original Premises or any
additions thereto in the event of a renewal or extension of the initial term of
the Lease, whether by any options under the Lease or otherwise, unless expressly
so provided in the Lease or any amendment or supplement thereto.

       

      (d)           The
failure by Tenant to pay any monies due Landlord pursuant to this Work Letter
within the time period herein stated shall be deemed a default under the terms
of the Lease for which Landlord shall be entitled to exercise all remedies
available to Landlord for nonpayment of Rent.  All late payments shall
bear interest pursuant to Section 4.01 of the Lease.

       

       

       

       

      
        
           

        

        
          C-4

          
            

          

        

        
           

        

      

      EXHIBIT
D

       

      COMMENCEMENT
LETTER

       

      (EXAMPLE)

       

      Date                        ______________________

       

      Tenant                    ______________________

       

      Address                 ______________________

       

      ______________________

       

      ______________________

       

      
        	
                Re:

              	
                Commencement
      Letter with respect to that certain Lease dated as of __________, 20___,
      by and between 30 NORTH
      LASALLE, L. P., a Delaware limited partnership, as Landlord, and
      __________________________________, as Tenant, for ________ rentable
      square feet on the ________ floor of the Building located at
      _____________________________________.

              


      

       

      Dear                      __________________:

       

      In
accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and acknowledges:

       

      1.           The
Commencement Date of the Lease is ____________________________;

       

      2.           The
Rent Commencement Date of the Lease is ________________________;

       

      3.           The
Termination Date of the Lease is ____________________________.

       

      Please
acknowledge the foregoing and your acceptance of possession by signing all 3
counterparts of this Commencement Letter in the space provided and returning 2
fully executed counterparts to my attention.  Tenant’s failure to
execute and return this letter, or to provide written objection to the
statements contained in this letter, within thirty (30) days after the date of
this letter shall be deemed an approval by Tenant of the statements contained
herein.

       

      Sincerely,

       

      ___________________________________

       

      Authorized
Signatory

       

      Acknowledged
and Accepted:

       

      Tenant:                 ______________________

       

      By:                        
______________________

       

      Name:                    ______________________

       

      Title:                      ______________________

       

      Date:                      ______________________

       

      
        
           

        

        
          D-1

          
            

          

        

        
           

        

      

      EXHIBIT
E

       

      BUILDING RULES AND
REGULATIONS

       

      The
following rules and regulations shall apply, where applicable, to the Premises,
the Building, the parking facilities (if any), the Property and the
appurtenances.  In the event of a conflict between the following rules
and regulations and the remainder of the terms of the Lease, the remainder of
the terms of the Lease shall control.

       

      
        	
                1.  

              	
                Sidewalks,
      doorways, vestibules, halls, stairways and other similar areas shall not
      be obstructed by Tenant or used by Tenant for any purpose other than
      ingress and egress to and from the Premises.  No rubbish,
      litter, trash, or material shall be placed, emptied, or thrown in those
      areas.  At no time shall Tenant permit Tenant’s employees to
      loiter in Common Areas or elsewhere about the Building or
      Property.

              


      

       

      
        	
                2.  

              	
                Plumbing
      fixtures and appliances shall be used only for the purposes for which
      designed and no sweepings, rubbish, rags or other unsuitable material
      shall be thrown or placed in the fixtures or
  appliances.

              


      

       

      
        	
                3.  

              	
                No
      signs, advertisements or notices shall be painted or affixed to windows,
      doors or other parts of the Building, except those of such color, size,
      style and in such places as are first approved in writing by
      Landlord.  All tenant identification and suite numbers at the
      entrance to the Premises shall be installed by Landlord, at Tenant’s cost
      and expense, using the standard graphics for the Building. Except in
      connection with the hanging of lightweight pictures and wall decorations,
      no nails, hooks or screws shall be inserted into any part of the Premises
      or Building except by the Building maintenance personnel without
      Landlord’s prior approval, which approval shall not be unreasonably
      withheld.

              


      

       

      
        	
                4.  

              	
                Landlord
      may provide and maintain in the first floor (main lobby) of the Building
      an alphabetical directory board or other directory device listing tenants
      and no other directory shall be permitted unless previously consented to
      by Landlord in writing.

              


      

       

      
        	
                5.  

              	
                Tenant
      shall not place any lock(s) on any door in the Premises or Building
      without Landlord’s prior written consent, which consent shall not be
      unreasonably withheld, and Landlord shall have the right at all times to
      retain and use keys or other access codes or devices to all locks within
      and into the Premises.  A reasonable number of keys to the locks
      on the entry doors in the Premises shall be furnished by Landlord to
      Tenant at Tenant’s cost and Tenant shall not make any duplicate
      keys.  All keys shall be returned to Landlord at the expiration
      or early termination of the Lease.

              


      

       

      
        	
                6.  

              	
                All
      contractors, contractor’s representatives and installation technicians
      performing work in the Building shall be subject to Landlord’s prior
      approval, which approval shall not be unreasonably withheld, and shall be
      required to comply with Landlord’s standard rules, regulations, policies
      and procedures, which may be revised from time to
  time.

              


      

       

      
        	
                7.  

              	
                Movement
      in or out of the Building of furniture or office equipment, or dispatch or
      receipt by Tenant of merchandise or materials requiring the use of
      elevators, stairways, lobby areas or loading dock areas, shall be
      performed in a manner and restricted to hours reasonably designated by
      Landlord.  Tenant shall obtain Landlord’s prior approval
      by

              


      

      
         

        
          
             

          

          
            E-1

            
              

            

          

          
             

          

        

        
          	
                   

                	
                  providing
      a detailed listing of the activity, including the names of any
      contractors, vendors or delivery companies, which approval shall not be
      unreasonably withheld.  Tenant shall assume all risk for damage,
      injury or loss in connection with the
activity.

                


        

         

      

      
        	
                8.  

              	
                Landlord
      shall have the right to approve the weight, size, or location of heavy
      equipment or articles in and about the Premises, which approval shall not
      be unreasonably withheld; provided that approval by Landlord shall not
      relieve Tenant from liability for any damage in connection with such heavy
      equipment or articles.

              


      

       

      
        	
                9.  

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

              


      

       

      
        	
                10.  

              	
                Tenant
      shall not:  (a) make or permit any improper, objectionable or
      unpleasant noises or odors in the Building, or otherwise interfere in any
      way with other tenants or persons having business with them; (b) solicit
      business or distribute or cause to be distributed, in any portion of the
      Building, handbills, promotional materials or other advertising; or (c)
      conduct or permit other activities in the Building that might, in
      Landlord’s sole opinion, constitute a
nuisance.

              


      

       

      
        	
                11.  

              	
                No
      animals, except those assisting handicapped persons, shall be brought into
      the Building or kept in or about the
Premises.

              


      

       

      
        	
                12.  

              	
                No
      inflammable, explosive or dangerous fluids or substances shall be used or
      kept by Tenant in the Premises, Building or about the Property, except for
      those substances as are typically found in similar premises used for
      general office purposes and are being used by Tenant in a safe manner and
      in accordance with all applicable Laws.  Tenant shall not,
      without Landlord’s prior written consent, use, store, install, spill,
      remove, release or dispose of, within or about the Premises or any other
      portion of the Property, any asbestos-containing materials or any solid,
      liquid or gaseous material now or subsequently considered toxic or
      hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
      other applicable environmental Law which may now or later be in
      effect.  Tenant shall comply with all Laws pertaining to and
      governing the use of these materials by Tenant and shall remain solely
      liable for the costs of abatement and
removal.

              


      

       

      
        	
                13.  

              	
                Tenant
      shall not use or occupy the Premises in any manner or for any purpose
      which might injure the reputation or impair the present or future value of
      the Premises or the Building. Tenant shall not use, or permit any part of
      the Premises to be used for lodging, sleeping or for any illegal
      purpose.

              


      

       

      
        	
                14.  

              	
                Tenant
      shall not take any action which would violate Landlord’s labor contracts
      or which would cause a work stoppage, picketing, labor disruption or
      dispute or interfere with Landlord’s or any other tenant’s or occupant’s
      business or with the rights and privileges of any person lawfully in the
      Building (“Labor
      Disruption”).  Tenant shall take the actions necessary to
      resolve the Labor Disruption, and shall have pickets removed and, at the
      request of Landlord, immediately terminate any work in the Premises that
      gave rise to the Labor Disruption, until Landlord gives its written
      consent for the work to resume.  Tenant shall have no claim for
      damages against Landlord or any of the Landlord Related Parties nor shall
      the Rent Commencement Date of the Term be extended as a result of the
      above actions.

              


      

       

      
        
           

        

        
          E-2

          
            

          

        

        
           

        

      

      
        	
                15.  

              	
                Tenant
      shall not install, operate or maintain in the Premises or in any other
      area of the Building, electrical equipment that would overload the
      electrical system beyond its capacity for proper, efficient and safe
      operation as determined solely by Landlord.  Tenant shall not
      furnish cooling or heating to the Premises, including, without limitation,
      the use of electric or gas heating devices, without Landlord’s prior
      written consent.  Tenant shall not use more than its
      proportionate share of telephone lines and other telecommunication
      facilities available to service the
Building.

              


      

       

      
        	
                16.  

              	
                Tenant
      shall not operate or permit to be operated a coin or token operated
      vending machine or similar device (including, without limitation,
      telephones, lockers, toilets, scales, amusement devices and machines for
      sale of beverages, foods, candy, cigarettes and other goods), except for
      machines for the exclusive use of Tenant’s employees and
      invitees.

              


      

       

      
        	
                17.  

              	
                No
      bicycles or other vehicles or in-line roller skates shall be brought into
      or kept by any tenant in or about the Premises, the Building or on the
      walkways outside the Building.  Notwithstanding the above,
      bicycles will be allowed in areas designated by
  Landlord.

              


      

       

      
        	
                18.  

              	
                Landlord
      may from time to time adopt systems and procedures for the security and
      safety of the Building and Property, its occupants, entry, use and
      contents.  Tenant, its agents, employees, contractors, guests
      and invitees shall comply with Landlord’s systems and
      procedures.

              


      

       

      
        	
                19.  

              	
                Landlord
      shall have the right to prohibit the use of the name of the Building or
      any other publicity by Tenant that in Landlord’s sole opinion may impair
      the reputation of the Building or its desirability.  Upon
      written notice from Landlord, Tenant shall refrain from and discontinue
      such publicity immediately.

              


      

       

      
        	
                20.  

              	
                Per
      the Illinois Legislative amended Clean Indoor Act, smoking is prohibited
      in the Building.  Landlord has the right to designate an
      exterior smoking area for the
Building.

              


      

       

      
        	
                21.  

              	
                Landlord
      shall have the right to designate and approve standard window coverings
      for the Premises and to establish rules to assure that the Building
      presents a uniform exterior appearance.  Tenant shall ensure, to
      the extent reasonably practicable, that window coverings are closed on
      windows in the Premises while they are exposed to the direct rays of the
      sun.

              


      

       

      
        	
                22.  

              	
                Deliveries
      to and from the Premises shall be made only at the times in the areas and
      through the entrances and exits reasonably designated by
      Landlord.  Tenant shall not make deliveries to or from the
      Premises in a manner that might interfere with the use by any other tenant
      of its premises or of the Common Areas, any pedestrian use, or any use
      which is inconsistent with good business
  practice.

              


      

       

      
        	
                23.  

              	
                The
      work of cleaning personnel shall not be hindered by Tenant after 5:30
      p.m., and cleaning work may be done at any time when the offices are
      vacant. Windows, doors and fixtures may be cleaned at any
      time.  Tenant shall provide adequate waste and rubbish
      receptacles to prevent unreasonable hardship to the cleaning
      service.

              


      

       

      
        
           

        

        
          E-3

          
            

          

        

        
           

        

      

      EXHIBIT
F

       

      1.           RIGHT
OF FIRST OFFER

       

      If the
2,476 rentable square feet adjacent to the Premises (the “Offer Space”), becomes
available for lease, Tenant shall have the right of first offer to lease the
Offer Space.  Tenant’s rights under this Section 1 of Exhibit F are
subject to the rights (existing as of the Commencement Date) of existing
tenants.  Landlord shall deliver to Tenant written notice (the “Offer Space Availability
Notice”) stating the Landlord’s calculation of the Base Rent for the
Offer Space and the other terms and conditions upon which Landlord proposes to
lease such Offer Space and any modifications in the terms set forth in the Offer
Space Availability Notice required by the fact that the remaining Term may be
longer or shorter than that being proposed by Landlord.  Tenant shall
have five (5) business days after delivery of the Offer Space Availability
Notice to deliver to Landlord a notice (the “Offer Space Exercise Notice”)
exercising Tenant’s option with respect to the Offer Space.  Tenant
must exercise its right under this Section with respect to all (and not a
portion) of the Offer Space.  Failure by Tenant to deliver its Offer
Space Exercise Notice within such five (5) business day period shall be deemed a
failure of Tenant to exercise the option herein granted with respect to the
Offer Space and Landlord shall thereafter be free to lease the Offer Space to
another tenant on terms acceptable to Landlord.  If Tenant exercises
its right with respect to the Offer Space, Landlord and Tenant shall then
promptly enter into an amendment to this Lease (the “Offer Space Amendment”) adding
the Offer Space to the Lease for a term co-terminus with the existing Term on
terms consistent with the Offer Space Availability Notice taking into account
any modifications in the terms set forth in the Offer Space Availability Notice
required by the fact that the remaining Term may be longer or shorter than that
proposed by Landlord, and otherwise substantially on the terms and conditions of
this Lease.  Notwithstanding anything herein to the contrary, if
Tenant is in Default on the date of Tenant’s delivery of the Offer Space
Exercise Notice or following such delivery and prior to the full execution of
the Offer Space Amendment, then, at Landlord’s election Tenant shall have no
right to lease the Offer Space and Tenant shall have no further rights under
this Section.  The provisions of this Section are personal to the
Tenant first named in this Lease and shall not inure to the benefit of any
assignee or subtenant.  The provisions of this Section shall be of no
further force upon Landlord’s leasing of the Offer Space.

       

      2.           RENEWAL
OPTION

       

      Tenant is
hereby granted one (1) five (5) year option to renew the Lease (“Renewal
Option”).  If the Tenant desires to exercise the Renewal
Option, it shall so notify the Landlord, in writing, not later than the last day
of the fourth Lease Year.  Such notice shall only be effective if
delivered at a time when the Tenant is not in Default under the
Lease.  Within thirty (30) days following its receipt of Tenant’s
notice of its desire to exercise the Renewal Option, given at the time and in
the manner provided above, Landlord shall prepare and transmit to Tenant an
appropriate amendment to this Lease extending the Term for five (5) years (the
“Renewal Term”) and
specifying (i) Landlord’s estimate of the Market Rent, and (ii) that all other
terms and conditions during the Renewal Term are the same as those during the
Term, except for any tenant improvement allowances and renewal
rights.  If Tenant disagrees with Landlord’s estimation of the Market
Rent, it must so notify Landlord in writing within ten (10) days of Tenant’s
receipt thereof and specify Tenant’s estimation of the Market
Rent.  If the parties are unable to agree on the Market Rent for the
Renewal Term within twenty (20) days following Landlord’s receipt of Tenant’s
estimation of Market Rent, Tenant may elect in writing 

       

      
        
           

        

        
          F-1

          
            

          

        

        
           

        

      

      to (x)
promptly enter into binding arbitration in accordance with the provisions of
Section 3 of this Exhibit F or (y) revoke its election to exercise the Renewal
Option, in which case Tenant shall have no further rights under this Section 2
(and Tenant’s exercise of the Renewal Option shall be of no force in effect) and
Landlord may lease the Premises to a third party free of the provisions of this
Section 2.  In the event that Tenant does not revoke its exercise of
the Renewal Option and shall fail for any reason to execute and deliver the
lease amendment within twenty (20) days of the determination of Market Rent
(whether by agreement of the parties or by arbitration as provided below), or if
Tenant shall be in Default under the Lease at the commencement date of the
Renewal Term, then in either such event, at Landlord’s option, Tenant’s
purported exercise of its Renewal Option shall be of no force or effect and the
Renewal Option shall become null and void.  The Renewal Option is
personal to the Tenant first named in this Lease and shall not inure to the
benefit of any assignee or subtenant.

       

      3.           ARBITRATION

       

      In the
event of the failure of the parties to agree as to the Market Rent such matter
shall be submitted to arbitration as hereinafter provided.  Landlord
and Tenant shall each, within ten (10) days of Tenant’s election to enter into
binding arbitration, appoint a fit and impartial person as arbitrator who shall
have had at least ten (10) years’ experience in the commercial real estate
industry and the downtown Chicago office market.  Such an appointment
shall be signified in writing by each party to the other.  The
arbitrators so appointed shall appoint a third arbitrator having at least ten
(10) years experience in the commercial real estate industry in the downtown
Chicago office market within ten (10) days after the appointment of the second
arbitrator.  In the case of the failure of such arbitrators (or the
arbitrators appointed as hereinafter provided) to agree upon a third arbitrator,
such third arbitrator shall be appointed by the American Arbitration
Association, or its successor, from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ experience in the commercial
real estate industry in the downtown Chicago office market.  In the
case either party shall fail to appoint an arbitrator within a period of ten
(10) days after written notice from the other party to make such appointment,
then the American Arbitration Association shall appoint a second arbitrator
having at least ten (10) years’ experience in the commercial real estate
industry in the downtown Chicago office market.  In determining Market
Rent the arbitrators shall take into account all free rent periods, improvement
allowances and other concessions.

       

      The third
arbitrator shall proceed with all reasonable dispatch to determine the question
submitted; provided, however, that in determining the Market Rent in any
situation, such arbitrator shall select either Landlord’s estimate or Tenant’s
estimate of the Market Rent and in no event shall the arbitrator have the right
(i) to average the Market Rent estimates submitted by Landlord or Tenant or (ii)
to choose another number.  The parties shall have the right to submit
to the third party arbitrator the testimony of expert and other witnesses as
well as written materials to support their position.  The decision of
the arbitrator shall in any event be rendered within thirty (30) days after
his/her appointment, or within such other period as the parties shall agree, and
such decision shall be in writing and in duplicate, one counterpart thereof to
be delivered to each of the parties and shall state the reason for such
decision.  The arbitration shall be conducted in accordance with the
rules of the American Arbitration Association (or its successor) and applicable
Illinois law, and the decision of the third arbitrator shall be binding, final
and conclusive on the parties.  The fees of the arbitrators and the
expenses incident to the proceedings, and the fees of the respective counsel
engaged by the parties, and the fees of expert witnesses and other witnesses
called for by the parties shall be paid by the losing party.

       

      
        
           

        

        
          F-2

          
            

          

        

        
           

        

      

      EXHIBIT
G

       

      FORM LETTER OF
CREDIT

       

      ______________________________

       

      ______________________________

       

      ______________________________

       

      Contact
Phones: _________________

       

      IRREVOCABLE
LETTER OF CREDIT

       

      
        	
                _________________,
      20__

                Beneficiary:

                30
      NORTH LASALLE, L.P.

                c/o
      Tishman Speyer Properties, L.P.

                45
      Rockefeller Plaza

                New
      York, New York  10020

                Attention:  Chief
      Financial Officer

              	
                Our
      irrevocable standby Letter of Credit:

                No.
      _____________________________

                Applicant:

                 

                 

                Attention:

                 

                Amount:  Exactly
      USD $____________ (________________________ Dollars)

                 

                Final
      Date of Expiration:

                ___________
      [INSERT DATE WHICH IS ONE
      HUNDRED TWENTY (120) DAYS AFTER LEASE EXPIRATION
    DATE]

              


      

      


       

      We (the
“Bank”) hereby issue our
irrevocable standby Letter of Credit No. ___________ in Beneficiary’s favor for
the account of the above-referenced Applicant, in the aggregate amount of
exactly USD $________________.

       

      This
Letter of Credit is available with us at our above office by presentation of
your draft drawn on us at sight bearing the clause:  “Drawn under
______________ [INSERT NAME OF
BANK] Letter of Credit No. ______________” and accompanied by the
original of this Letter of Credit.  Such sight draft may be signed by
Beneficiary or Beneficiary’s managing agent.

       

      Special
conditions:

       

      Partial
draws, as well as multiple presentations and drawings, under this Letter of
Credit are permitted.  Notwithstanding anything to the contrary
contained herein, this Letter of Credit shall expire permanently without renewal
on _______________ [INSERT DATE
WHICH IS ONE HUNDRED TWENTY (120) DAYS AFTER LEASE EXPIRATION
DATE].

       

      THIS
LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE
(1) YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE BUT
IN ANY EVENT NOT BEYOND 

       

      
        
           

        

        
          G-1

          
            

          

        

        
           

        

      

      _____________
[INSERT DATE WHICH IS ONE
HUNDRED TWENTY (120) DAYS AFTER LEASE EXPIRATION DATE] WHICH SHALL BE THE
FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT, UNLESS, AT LEAST NINETY (90)
DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE, WE NOTIFY BENEFICIARY (WITH A
COPY TO 30 NORTH LASALLE,
L.P., C/O TISHMAN SPEYER PROPERTIES, L.P., 45 ROCKEFELLER PLAZA, NEW
YORK, NEW YORK  10020, ATTENTION:  CHIEF LEGAL OFFICER) BY
REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS THAT THIS LETTER
OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE.

       

      We hereby
agree with you that all drafts drawn under and in compliance with the terms of
this Letter of Credit will be duly honored upon presentation to us on or before
the expiration date of this Letter of Credit, regardless of whether Applicant
disputes such presentation.

       

      This
Letter of Credit is transferable one or more times and any such transfer shall
be effected by us, provided that you deliver to us your written request for
transfer in form and substance reasonably satisfactory to
us.  Beneficiary may, at any time and without notice to Applicant and
without first obtaining Applicant’s consent thereto, transfer all or any portion
of Beneficiary’s interest in and to the Letter of Credit to another party,
person or entity, regardless of whether or not such transfer is separate from or
as a part of the assignment by Beneficiary of Beneficiary’s rights and interests
in and to that certain lease agreement dated _______________, by and between
________________________, as landlord, and ________________________, as tenant,
for premises located at ________________________, Chicago,
Illinois.  The original of this Letter of Credit together with any
amendments thereto must accompany any such transfer request.

       

      Except so
far as otherwise expressly stated, this documentary credit is subject to
International Standby Practices 1998, International Chamber Of Commerce
Publication No. 590.

       

      


       

      By:                                                      

       

      Authorized signature

       

      Please
direct any correspondence including drawing or inquiry quoting our reference
number to the above referenced address.

       

      


       

      


      
        
           

        

        
          G-2