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Exhibit 10.5.15
 
  
 RE:
    
    Officeplex at Blue AshWirthlin Worldwide  Second Amendment to Lease
    GRUBB & ELLIS/WEST SHELL COMMERCIAL
 
 
  West Shell Commercial, Inc.
    
    Document 2    Grubb &
EllisKnight Frank221 E. 4th Street Suite 2400 Cincinnati, OH 45202 513.721.4200 513.721.0630 faxwww.westshellcom.comIndependently Owned and Operated
    
    [ILLEGIBLE]




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SECOND AMENDMENT TO LEASE
 THIS SECOND AMENDMENT TO LEASE CR BLUE ASH LLC, WIRTHLIN
WORLDWIDE, INC.,
 WITNESSETH
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 I. LEASE IN FULL FORCE AND EFFECT; DEFINITIONS




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II. TERM
  III. RELOCATION OF THE PREMISES
 nd Exhibit A
  IV. BASE RENTAL
  2




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Period
    
    Rent/Sq. Ft.
    
    Monthly Rent
    
    Annual RentJune 1, 2003 to May 31, 2005
    
    $16.57(psf)
    
    $
    13,387.18
    
    
    $
    160,646.16June 1, 2005 to May 31, 2006
    
    $17.07(psf)
    
    $
    13,791.14
    
    
    $
    165,493.68June 1, 2006 to May 31, 2008
    
    $17.57(psf)
    
    $
    14,195.01
    
    
    $
    170,340.12
  V. TENANTS SHARE
  VI. CONDITION OF SUBSTITUTE PREMISES
 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT LANDLORDS SOLE OBLIGATION WITH RESPECT TO THE
PREPARATION OF THE SUBSTITUTE PREMISES FOR TENANTS OCCUPANCY SHALL BE THE SUBSTANTIAL COMPLETION
OF THE IMPROVEMENTS, AND THAT, EXCEPT FOR THE IMPROVEMENTS SPECIFIED HEREIN LANDLORD IS LEASING
THE SUBSTITUTE PREMISES TO TENANT AS-IS, WITHOUT REPRESENTATIONS OR WARRANTIES, INCLUDING ANY
EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, OR HABITABILITY, AND WITHOUT
OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR OR DECORATE ANY PART OF THE SUBSTITUTE PREMISES OR
ANY OTHER PORTION OF THE BUILDING.
 VII. TENANT IMPROVEMENTS
 Exhibit B Exhibit B Exhibit A
 3




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VIII. TERMINATION OPTION
 Exhibit C,
 IX. BROKERS
  X. NOTICES
  
 XI NO PERSONAL LIABILITY
  4




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XII. MISCELLANEOUS
     [SIGNATURE PAGE FOLLOWS]
 5




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IN WITNESS WHEREOF,
 LANDLORD:CR BLUE ASH LLC, a Delaware limitedliability companyWitnesses:/s/ MELBAD GENES
    
    By
    
    /s/ [ILLEGIBLE]ManagerTENANT:WIRTHLIN WORLDWIDE, INC., a CaliforniacorporationWitnesses:/s/ ANNE [ILLEGIBLE]
    
    By
    
    /s/ Joel A. WhiteName: Joel A. WhiteTitle: Chief Financial Officer
 STATE OF VIRGINIA
    
    ))SS:COUNTY OF FAIRFAX
    
    )
  th
 /s/ Joanne HansenNotary Public  6




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STATE OF ILLINOIS
    
    ))SS:COUNTY OF COOK
    
    )
   /s/ JUNE A. GEORGENotary Public
 
 
 7




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EXHIBIT A
 SUBSTITUTE PREMISES
 A-1




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EXHIBIT B
 IMPROVEMENTS
  
    
    Remove walls as noted on plan
    
    Replace walls as noted on plan
    
    Viewing room walls require additional soundproofing
    
    Add doors as noted on plan
    
    4 viewing rooms with half height one way mirrors with well insulated walls
    
    Viewing rooms to be equipped with two levels elevated/tiered and carpeted
platform with built in desktop with formica with two additional electrical outlets per
platform or tier viewing area
    
    3 client lounge areas
    
    two sets of double doors as noted on plan
    
    Kitchen A (Suite 255) with one sink, 2 dishwashers and 2ovens/or convection
ovens for the purpose of warming foods. Kitchen B (Suite 265) as is
    
    Refrigerators(2) to be supplied by Tenant  Landlord to provide electric
    
    Ice maker to be supplied by Tenant- Landlord to provide plumbing
    
    Walls to be painted as needed
    
    Kitchen countertops to be formica  building standard basic  color to be chosen by Tenant
    
    Kitchen cabinets  building standard basic
    
    Wallpaper to be removed as needed and painted with accent color to match or
coordinate with existing color scheme
    
    Carpet to be removed as needed and replaced as needed with color to match or
coordinate with existing color scheme
    
    VCT tile flooring in kitchen  building standard basic  color to be chosen by
Tenant
    
    Ceiling tiles as needed
    
    Electronic lock to allow visitor access after hours
    
    Sound batting installed in walls for privacy areas




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EXHIBIT C
 UNAMORTIZED COMMISSION, RELEASE AND
TENANT IMPROVEMENT COSTS
  Buildout (both Suites 255 & 265):
    
    $
    91,027.00Fees: (Architect, Attorney, Realtor)
    
    $
    22,400.001st Release Space (3 year rent) Suite 167
    
    $
    37,174.502nd Release Space (3 year rent difference) Suite 160
    
    $
    84,744.00Total
    
    $
    233,345.50
  C-1




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FIRST LEASE AMENDMENT
  WITNESSETH:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    TERM: Lessor and Lessee agree to extend the term of the lease for an additional
five (5) years commencing on June 1, 2001 and expiring on May 31, 2006.2.
    
    RENEWAL OPTION: Provided the Lessee is not in default, the Lessor shall grant
one (1) five (5) year option to renew this lease subject to the Lessee providing the
Lessor with at least 180 days prior written notice of their intention to renew, and
subject to the then market rental rate for the building, but in no event less than
$16.50 per sq. ft. per year.3.
    
    RENTAL RATE: The rental rate, including operating expenses at the current cost,
shall be $16.50 per sq. ft., per year (fixed) for five years, however, if operating
expenses increase over a base year of 2001, Lessee shall be responsible for their pro
rate share of any increases as stated in Section 3(d), with the exception that the
$5.50 per sq. ft. base rate as stated in the Lease in line 3 of Section 3(d) shall be
adjusted to reflect the actual cost of operating expenses for the year 2001.4.
    
    TENANT IMPROVEMENT ALLOWANCE: Lessor agrees to provide the Lessee with a
$10.00 per sq. ft. improvement allowance to be used for paint, carpet, demolition and
construction of partitions, etc. Lessee shall also be permitted to use said monies to
acquire depreciable assets such as furniture and office equipment. Tenant Improvement
monies may not be used to purchase furniture and equipment for other Wirthlin Worldwide
offices or to replace items moved from the Cincinnati office to another office of
Wirthlin Worldwide. In addition, tenant improvement monies may not be spent to pay
routine operating expenses. Lessor agrees to pay for the above stated expenditures upon
issuance of invoices from Lessee.It is also agreed that any unused monies remaining in the Tenant Improvement allowance
as of December 31, 2001, may be used by the Lessee to offset rents due beginning January
1, 2002.5.
    
    EXPANSION: Lessor shall provide the Lessee with the First Right of Refusal to
lease Suite 162 (2195 R.S.F.) throughout the term of this lease. In the event the
Lessor has a bonafide prospect to lease said space, Lessor shall provide Lessee written
notice of such interest and Lessee shall have 10 business days to exercise this




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First Right of Refusal. If Lessee exercises this First Right of Refusal, the rent
shall be $ 16.50 per sq. ft. (subject to a new base year for increases in operating
expenses, being the year in which the right is exercised) and a Tenant Improvement
Allowance of $20.00 per sq. ft. shall be provided by the Lessor and shall be prorated
based on the remaining term of the lease. This Tenant Improvement Allowance shall be
subject to the terms and conditions as stated in Section 4 herein, with any unused
monies applying to rent, six months after the lease commencement of the expansion space.
  
 Lessor
    
    Witness/s/ (ILLEGIBLE)/s/ (ILLEGIBLE)
 Office Plex PartnersBy
    
    GENERAL ELECTRIC CREDIT
EQUITIES, INCORPORATIONA City (illegible) General partnerBy
    
    /s/ Carl G. JacobsonCARL G. JACOBSONAuthorized Signature
 Lessee
    
    Witness/s/ Dawn A. CurtisWirthlin Worldwide/s/ (ILLEGIBLE)
 By
    
    /s/ Goel A. White




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STATE OF ILLINOIS)) SS:COUNTY OF COOK)
  nd
 /s/ Nancy G. TramutolaNotary Public
 
 
 STATE OF VERGINIA

    ))SS:COUNTY OF FAIRFAX

    )
  y th
 /s/ Joanne HansenNotary Public
 My commission expires
    
    Commissioned asApril 30, 2002
    
    Joanne H. Mcguire




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COMMERCIAL LEASE AGREEMENT
 OfficePlex Partners, The Answer Group The Answer Group
 WITNESSETH:
 1. LEASED
PREMISES: OfficePlex at Blue Ash, 4665 Cornell Road, Blue Ash, Ohio 45241
 2. TERM:
 3. RENT: (a) LESSEE




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,
 4. SIGNS:
   5. USAGE AND INSURANCE:
 3




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6. JANITORIAL SERVICE:
 7. BUILDING SERVICES:
  8. PARAGRAPH INTENTIONALLY OMITTED
 9. REPAIRS AND MAINTENANCE:
  4




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10. COMPLIANCE
WITH LAWS, RULES AND REGULATIONS:
 11. LESSOR IMPROVEMENTS:
 
 Tenant
Improvement Allowance.
 Construction Bid Process.
 Space
Planning.
 12. ALTERATIONS AND IMPROVEMENTS:
 13. CONDEMNATION:
 5




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14. FIRE AND CASUALTY:
  15. PROPERTY INSURANCE:
 16. INSURANCE INDEMNIFICATION:
 6




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17. WAIVER
OF SUBROGATION:
 18. HOLD HARMLESS:
 19. QUIET ENJOYMENT:
 20. LESSORS RIGHT OF ENTRY:
 21. ASSIGNMENT
OR SUBLEASE:
 7




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22. THIS SECTION INTENTIONALLY OMITTED.
 23. THIS SECTION INTENTIONALLY OMITTED.
 24. DEFAULT
BY LESSEE:
      25. REMEDIES
FOR LESSEES DEFAULT:
 26. WAIVER OF DEFAULT OR REMEDY:
 27. ACTS OF GOD:
 28. THIS PARAGRAPH INTENTIONALLY OMITTED.
 8




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9




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:
    LESSOR:
    
    LESSEE:OfficePlex Partners
    
    The Answer Groupc/o West Shell Inc.
    
    4665 Cornell Road, Suite 1504665 Cornell Road
    
    Cincinnati, Ohio 45242Cincinnati, Ohio 45242
    
    Attn: Mr. Phil Parker
  10




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Operating Expense Pass-Throughs. Not .
 Right of First Refusal.
 Renewal Options:
 Refurbishment for Additional Renewal Period(s).
 Building Hours.
 Security.
 Utilities.
 Americans With Disabilities Act.
 Building Smoking Policy.
 Signage.
 11




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Parking. not
 Brokerage Fee.
  Cincinnati December
 LESSOR:
    
    
    
    LESSEE:Office Plex Partners
    
    
    

The
Answer GroupBY
    
    /s/ Mel Mellis
    
    
    
    BY
    
    /s/
PHILLIP A. PARKERMel Mellis, President/General Partner
    
    
    
    PHILLIP A. PARKER EVP & COO(TYPE NAME AND TITLE)
    
    
    
    (TYPE NAME AND TITLE)WITNESSES FOR LESSOR:
    
    
    
    WITNESSES FOR LESSEER:JEAN ALLEN
    
    
    

Janet b. PauciutoMARY PATER
    
    
    

Beth Schneider
 12




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STATE OF OHIO
    
    ))SS:COUNTY
OR WARREN
    
    )
 
  /s/
J. Faye DeardurffNotary PublicMy commission expiresJ.
FAYE DEARDURFF
Notary Public, State of OHIO
My Commission Expire Aug 23, 1996aug 23, 1996
 STATE OF OHIO
    
    ))SS.COUNTY OF HAMELTON
    
    )
   /s/ Mary E. PaterNotary Public
 My commission expiresJune 16, 1998
    
    (NOTARIAL SEAL)
    
    MARY E. PATER 
Notary Public State of Ohio
My Commission Expires on June 18, 1998
June 18, 1998




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EXHIBIT A
  December
 OFFICEPLEX
PARTNERSLESSORBy
    
    /s/ Mel MellisThe Answer
GroupLESSEEBy
    
    /s/ Phillip A. Parker




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JANITORIAL SERVICE
  Resilient Floors and StairwaysDaily:
    
    Dust mop and remove spillage; damp mop duringinclement weatherWeekly:
    
    Damp mopBi-Monthly:
    
    Damp mop and spray buffSemi-Annually:
    
    Scrub and refinishAs required:
    
    Strip and refinishCarpet AreasDaily
    
    Vacuum.Weekly:
    
    Remove spots from lobbyMonthly:
    
    Remove obvious spotsAs required:
    
    Shampoo and steam extractDeskDaily:
    
    Dust and spot clean all open topsWeekly:
    
    Polish open topsMonthly:
    
    Dust completeChairsTwice Weekly:
    
    Dust sides and bottomsWeekly:
    
    VacuumAsh Trays and UrnsDaily:
    
    Empty and wet wipeWaste ReceptaclesDaily:
    
    EmptyFile Cabinets




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Daily:
    
    Dust topsMonthly:
    
    Dust sidesTable and StandsDaily:
    
    Dust topsWeekly:
    
    Dust completePicture and FramesWeekly:
    
    DustLedges and Window SillsWeekly:
    
    DustMonthly:
    
    Wet wipeTelephonesWeekly:
    
    Clean and disinfectDrinking
FountainsDaily:
    
    Clean, polish and disinfectElevators and DoorsDaily:
    
    Clean, polish and vacuumGlass PartitionsSemi -Weekly:
    
    Spot cleanQuarterly:
    
    WashEntrance DoorsDaily:
    
    Spot cleanWeekly:
    
    Clean completeOffice SinksDaily:
    
    Clean and polishVenetian BlindsMonthly:
    
    Vacuum




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Vents and LouversMonthly:
    
    VacuumLight Switches, Doorsand FramesWeekly:

    Complete clearing not
included but marks will be removed if it does not spoil general appearance.
 RestroomsDaily:
    
    A.
    
    Empty and disinfect all waste receptaclesB.
    
    Polish all metal and mirrorsC
    
    Clean and disinfect all wash basins, toilets and urinalsurinals
    
    D.
    
    Disinfect underside and tops of toilet seatsE.
    
    Spot clean walls around wash basinsF.
    
    Mop floor with germicidal solutionWeekly:
    
    A.
    
    Wash and polish all partitionsB.
    
    Wash all ledgesMonthly:
    
    A.
    
    Scrub all floors; refinish if required




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