Exhibit 10.1


 


OFFICE LEASE


 


 


NOTICE:


 


The submission of this document
for examination does not constitute an option or offer to lease space at the
Project.  This document shall have no
binding effect on the parties unless executed by the Landlord and the executed
copy is delivered to the Tenant.


 





















 


This Lease is made this 19th
day of September 2005 by and between Centurion SW LLC a
Delaware limited liability company (“Landlord”) and
Sento Corporation (“Tenant”).


 


WITNESSETH:


 


1.                                      BASIC
LEASE PROVISIONS:


 


	
  1.1.

  	
  Project Name:

  	
  Compass Bank Plaza

  
	
   

  	
  Address:

  	
  505 Marquette NW

  
	
   

  	
   

  	
  Albuquerque, NM 87102

  
	
   

  	
  Building:

  	
   

  
	
   

  	
  Unit/Suite No.:

  	
  700

  
	
   

  	
  Floor:

  	
  7

  



 


1.2.          Area
of Premises:  15,054 rentable square feet
as reflected on the site plan attached hereto as Schedule 1.


 


1.3.          Tenant’s
Percentage Share:  6.48% (said Percentage
Share shall be adjusted in the event the rentable area of the Building is increased
or decreased).


 


Based upon Premises of 15,054 rentable square feet in
a Building of 232,326 rentable square feet.


 


1.4.          Commencement
Date of Lease:  The latter of November 1,
2005 or substantial completion of Tenant Improvements and receipt of a
Certificate of Occupancy from the local municipal authority.


 


1.5.          Expiration
Date of Lease:  December 31, 2010 or
sixty-two (62) months following Commencement Date, whichever is later.


 


1.6.          Rent
Commencement:  seventy-five (75) days
following Commencement Date.


 


1.7.          Base
Rent:  14.50 per rentable square foot per
year payable in equal monthly installments in the following manner:


$  -0- From
Commencement Date through the next 75 days


$ 18,190.25 per month January 15, 2006 (estimated) - October
31, 2006


$ 18,554.06 per month November 1, 2006 - October 31,
2007


$ 18,925.14 per month November 1, 2007 - October 31,
2008


$ 19,303.64 per month November 1, 2008 - October 31,
2009


$ 19,689.71 per month November 1, 2009 - October 31,
2010


$ 20,083.51 per month November 1, 2010-December 31,
2010


Landlord hereby acknowledges receipt of $18,190.25 as
consideration for this lease and as first month’s rent.


 


1.8.          Security
Deposit:  $ intentionally deleted


 


1.9.          Permitted
Use:  general office uses/ call center.


 


1.10.        Trade
Name:  Sento Corporation.


 


1.11         Parking
Spaces:  45 spaces total Building parking
ratio is 1.4: 1000 SF.  Tenant shall be
entitled to additional parking at said ratio once the occupied square footage
exceeds 30,000 SF under this lease agreement.


 


1.12.        Initial
Parking Rate:  $ N/A per parking space
per month.


 


1.13.        Late
Charges:  The parties agree that late
payment by Tenant to Landlord of rent will cause Landlord to incur costs not
contemplated by this Lease, the amount of which is extremely difficult to
ascertain.  Therefore, the parties agree
that if any installment of rent is not received by Landlord within 10 days after rent is due, Tenant will pay to Landlord a sum
equal to 1% of the monthly rent as a late charge.


 


2





















 


1.14.        Rental
Adjustment(s) during initial term:  See
above


 


1.15.        Options
to Extend:  Two (2)  Five (5 ) Year options


 


1.16.        Rent
for Option Periods:  at the lesser of the
then current lease rate or 95% of the then Fair market rent.  [See Schedule 3 for
computation of fair market rent.]


 


1.17.        Option
Exercise Deadline:  Tenant must give
Landlord written notice of the exercise of the option(s) set forth in Paragraph 1.15 above six (6)  months prior to the date this Lease would
terminate if such option were not exercised (“Option
Exercise Deadline”).  Tenant’s
exercise of the option(s) will only be effective if Tenant is not in default on
the date on which Tenant exercises said option(s) and if Tenant is also not in
default on the date on which the option period commences.


 


1.18.        Base
Year for Operating Expenses and Real Estate Taxes:  2006


 


1.19.        Calculation
of Operating Expense Rent:  See Paragraph 6.


 


1.20.        Guarantor(s):  None. 
See Schedule 4.


 


1.21.        Address
for payment of rent and notices:


 


For Rent, Notices and Work
Requests:


 


	
  Centurion SW LLC

  	
  Sento Corporation

  
	
  5301 Central NE

  	
  420 E South Temple Suite 400

  
	
  Suite 200

  	
  Salt Lake City, UT 84111

  
	
  Albuquerque, NM 87108

  	
  801-431-9200

  
	
  505.314.1345

  	
   

  



 


1.22.        Broker:  The Brokers are CB Richard Ellis, Albuquerque
and CB Richard Ellis, Salt Lake City and Landlord will bear the cost of the
commission payable to Broker in connection with this Lease.  Landlord and Tenant warrant and represent to
each other that they have not consulted or negotiated with any broker or finder
with regard to the Premises or this Lease other than Broker.  If either party shall be in breach of the foregoing
warranty, such party shall indemnify the other against any loss, liability and
expense (including attorneys’ fees and court costs) arising out of claims for
fees or commissions from anyone having dealt with such party in breach.


 


2.                                      DEFINITIONS:  Unless
the context otherwise specifies or requires, the following terms will have the
meanings set forth below:


 


2.1.          Common
Areas:  All areas and facilities
outside the Premises and within the exterior boundaries of the Project that are
not leased to other tenants and that are provided and designated by Landlord,
in its sole discretion from time to time, for the general use and convenience
of Tenant and other tenants of the Project and their authorized
representatives, entities, invitees and the general public.  Common Areas are areas within and outside of
the buildings on the Project, such as common entrances, lobbies, pedestrian
walkways, patios, landscaped areas, sidewalks, service corridors, elevators,
restrooms, stairways, decorative walls, plazas, loading areas, parking areas
and roads.


 


2.2.          Operating
Expenses:  All costs of operating,
servicing, administering, repairing and maintaining the Project (excluding
costs paid directly by Tenant and other Tenants in the Project or otherwise
reimbursable to Landlord), the landscaping of Common Areas of the Project and
the parking lot or garage contiguous to the Project if Tenant is not paying any
parking fees.  All costs of operating,
servicing, administering, repairing and maintaining the Project include any reasonable
and necessary costs of operation, maintenance and repair, computed in
accordance with generally accepted accounting principles applied on a
consistent basis (“GAAP”), and will include by way of illustration, but not
limitation:


 


(i)            all
necessary costs of managing, operating and maintaining the Project, including,
without limitation, wages, salaries, fringe benefits and payroll burden for
employees on-site utilized in the day to day operation of the Project; public
liability, flood, property


 


3





















 


damage and all
other insurance premiums paid by Landlord with respect to the Project,
including any amounts that would be charged as premiums if Landlord
self-insures any of the insurance risks; liability disclaimers; water, sewer,
heating, air conditioning, ventilating and all other utility charges (other
than with respect to utilities separately metered and paid directly by Tenant
or other tenants); the cost of contesting the validity or amount of real estate
property taxes; janitorial services; access control; window cleaning; elevator
maintenance; fire detection and security services; gardening and landscape
maintenance; all costs of snow and ice removal; trash, rubbish, garbage and
other refuse removal; pest control; painting; facade maintenance; lighting;
exterior and common area wall repairs; roof repairs; maintenance of all steam,
water and other water retention and discharging piping, lakes, culverts,
fountains, pumps, weirs, lift stations, catch basins and other areas and
facilities, servicing the project; canal embankment and related maintenance;
repair and repainting of sidewalks due to settlement and potholes and general
resurfacing and maintenance of parking areas; sanitary control;; reasonable
fair market management fees; union increases; road sidewalk and driveway
maintenance; and all other Project maintenance, repairs and insurance;


 


(ii)           the cost of any
capital improvements or other costs (A) which are intended as a
labor-saving device or to effect other economies in the operation or
maintenance of the Property or Building, (B) made to the Property or
Building after the Commencement Date that are first required under any
applicable Legal Requirement adopted after the Lease Commencement Date, or (C) for
the refurbishment or replacement of Property or Building improvements or
amenities; provided, however, that if any such cost described in (A), (B)
or (C) above is a capital expenditure, such cost shall be amortized (including
interest on the unamortized cost) over its useful life as Landlord shall
reasonably determine, together with interest on the unamortized balance at the
rate of 8% per annum.


 


(iii)          the
costs of supplies, materials and tools;


 


(iv)          all
real and personal property taxes, assessments (whether they be general or
special), sewer rents, rates and charges, transit taxes, taxes based upon the
receipt of rent and any other federal, state or local government charge,
general, special, ordinary or extraordinary (but not including income taxes),
which may now or hereafter be levied or assessed against the land upon which
the Project stands or the Project for such year or the furniture, fixtures,
machinery, equipment, apparatus, systems and appurtenances used in connection
with the Project for the operation thereof (the “Taxes”).


 


Operating Expenses shall
not include:


 


(a)           depreciation
on the Project or any Common Areas;


 


(b)           costs
of space planning, tenant improvements, marketing expenses, finders fees and
real estate broker commissions;


 


(c)           any
and all expenses for which Landlord is reimbursed (either by an insurer,
condemnor or other person or entity), but only to the extent of such
reimbursement, and any and all expenses for which Landlord is reimbursed or
entitled to reimbursement by a tenant in the Project pursuant to a lease
provision in such tenant’s lease;


 


(d)           salaries
for personnel above the grade of senior property manager, senior controller,
senior accountant and senior engineer;


 


(e)           costs
in connection with services or benefits of a type which are not provided to
Tenant, but are provided to another tenant or occupant;


 


(f)            mark-ups
on electricity and condenser cooling water for heat pumps in excess of Landlord’s
costs therefor;


 


(g)           Landlord’s
general overhead and administrative expenses not directly allocable to the
operation of the Project; and


 


(h)           cost
of repair or other work necessitated by the gross negligence or willful
misconduct of Landlord or Landlord’s employees, contractors or agents.


 


4





















 


Annual increases in Tenant’s pro rata share of controllable
operating expenses shall not exceed increases in excess of four percent (4%) in
any one year.  Controllable operating
expenses are defined as all operating expenses listed above in paragraph 2.2
(i), (ii) and (iii) excluding utilities, and insurance. Tenant shall be exempt
from any increase in Real Estate Taxes which the building may incur as a result
of a sale, refinance, transfer of ownership or any other triggering event
during the Lease term or any extension thereof.


 


3.                                      PREMISES:


 


3.1.          Lease of
Premises:  Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, for the term and subject to the
agreements, covenants, conditions and provisions set forth in this Lease, to
which Landlord and Tenant hereby mutually agree, the premises (the “Premises”) described in Paragraphs 1.1 and 1.2 above and
with tenant improvements in accordance with the attached Schedule 1 provided at
a cost to Landlord not to exceed $12.00 per rentable square foot plus Landlord
will provide 150 work stations acceptable to Tenant at a cost not to exceed
$225,000.   .   The
tenant improvement allowance may be applied to, but is not limited to, hard and
soft costs of construction, furniture, cabling, architectural fees and/or
moving expenses.  Any unused allowance
amount will be credited to Tenant in the form of free rent.  Any additional tenant improvements required
by Tenant may, at Tenant’s option be amortized over the initial lease term at an
8% annual interest rate.


 


3.2.          Project:  The Premises are a part of the office project
(the “Project”) described in Paragraph 1.  Landlord
may increase, reduce or change the number, dimensions or locations of the
walks, buildings, mall areas, parking and other Common Areas and other
improvements located in the Project in any manner that Landlord, in its sole reasonable
discretion, shall deem proper.  Landlord
further reserves the right to make alterations and/or additions to and to build
or cause to be built additional stories on the building in which the Premises
are situated and to add any buildings adjoining the Premises or elsewhere in
the Project.  Landlord reserves the right
to install, maintain, use, repair and replace pipes, ducts, conduits and wires
leading through the Premises and serving other parts of the Project in a manner
that will not materially interfere with Tenant’s use of the Premises or its
ability to conduct its call center business. 
Landlord will also have the right to increase and expand the size of the
Project by adding additional land, buildings and other structures to the
Project.  Landlord shall have the right
to change the Project’s name without notice, to change the Project’s street
address upon 90  days prior
notice, to grant to any person or entity the exclusive right to conduct any
business or render any service in or to the Project, provided such exclusive
right shall not operate to prohibit Tenant from using the Premises for the
purpose set forth in Paragraph 1, to
retain at all times master keys or passkeys to the Premises, and to place such
signs, notices or displays as Landlord reasonably deems necessary or desirable
upon the roof and exterior of the Project.


 


4.             COMMON
AREAS:


 


4.1.          Tenant’s
Right to Use Common Areas:  Landlord
grants Tenant and its authorized representatives and invitees the non-exclusive
right to use the Common Areas with others who are entitled to use the Common
Areas subject to Landlord’s rights as set forth in this Lease.


 


4.2.          Landlord’s
Control:  Landlord has the right to:


 


(a)           establish
and enforce reasonable rules and regulations applicable to all tenants
concerning the maintenance, management, use and operation of the Common Areas;


 


(b)           close,
if necessary, any of the Common Areas to prevent dedication of any of the
Common Areas or the accrual of any rights of any person or of the public to the
Common Areas;


 


(c)           close
temporarily any of the Common Areas for maintenance purposes;


 


(d)           select
a person, firm or corporation which may be an entity related to Landlord to
maintain and operate any of the Common Areas; and


 


(e)           designate
other lands outside the exterior boundaries of the Project to become part of
the Common Areas.


 


Notwithstanding the provisions of this Subparagraph, in exercising its rights hereunder, Landlord
will provide reasonable access to and from the Premises.


 


5





















 


5.                                      RENT:


 


5. l.          Base
Rent:  Tenant will pay to Landlord as
rent for the use and occupancy of the Premises at the times and in the manner
provided below, Base Rent in the amount specified in Paragraph 1
above payable in advance on the commencement of the term of this Lease and on
or before the first day of each and every successive calendar month during the
term hereof without demand, setoff or deduction.


 


5.2.          Additional Rent:  All
sums of money as shall become due and payable by Tenant to Landlord under this
Lease, including, without limitation, Tenant’s percentage share of Operating
Expenses, shall be additional rent which Tenant shall be obligated to pay.  Landlord shall have the same remedies for
default in the payment of additional rent as are available to Landlord in the
case of a default in the payment of Base Rent.


 


6.                                      OPERATING
EXPENSES:


 


6.1.          Operating
Expenses Rent    In
addition to Base Rent, Tenant shall pay Tenant’s Percentage Share, as specified
in Paragraph 1 above, of the Operating
Expenses paid or incurred by Landlord in such year in excess of the Operating
Expenses for the Base Year (“Operating Expenses Rent”.


 


6.2.          Payment:  During December of each
calendar year or as soon thereafter as practicable, Landlord will give Tenant
written notice of its estimate (line item and detailed support included) of
Operating Expenses Rent for the ensuing calendar year.  On or before the first day of each month
during the ensuing calendar year, Tenant will pay to Landlord 1/12th of such estimated amounts, provided that if such
notice is not given in December, Tenant will continue to pay on the basis of
the prior year’s estimate until the month after such notice is given.  If at any time or times it appears to
Landlord that the amounts payable for Operating Expenses Rent for the current
calendar year will vary from its estimate by more than 10%,
Landlord, by written notice to Tenant, will revise its estimate for such year,
and subsequent payments by Tenant for such year will be in an amount so that by
the end of such year Tenant will have paid a total sum equal to such revised
estimate.  Landlord will indicate in its
notice to Tenant the reasons Landlord believes its estimate is low by more than
10%.


 


6.3.          Statement:  Within 90
days after the close of each calendar
year, Landlord will deliver to Tenant a statement of amounts of Operating
Expenses Rent payable under this Lease for such calendar year.  If such statement shows an amount owing by
Tenant that is more than the estimated payments for such calendar year
previously made by Tenant, Tenant will pay the deficiency to Landlord within 30  days after
delivery of the statement.  If the total
of the estimated monthly installments paid by Tenant during any Calendar Year
exceeds the actual Expense Adjustment Amounts due from Tenant for such Calendar
Year and provided Tenant is not in default hereunder, such excess shall, at
Landlord’s option, be either credited against payments next due hereunder or
refunded by Landlord to Tenant.  Tenant
has the right, exercisable no more than once each calendar year on reasonable
notice and at a time reasonably acceptable to Landlord, to cause an audit to be
performed at Tenant’s sole cost and expense of Landlord’s operations and/or
books and records pertaining to Operating Expenses for the preceding 2  calendar years.  In the event Landlord has
overstated Operating Expenses by more than 5%, within 30 days after demand therefor by Tenant accompanied by
Tenant’s verification of such overcharges and paid invoices, Landlord will
reimburse Tenant for all overcharges and the costs of such audit and
verification incurred by Tenant.


 


6.4.          Proration:  If for any reason other than
the default of Tenant, this Lease terminates on a day other than the last day
of a calendar year, the amount of Operating Expenses Rent payable by Tenant
applicable to the calendar year in which such termination occurs will be
prorated on the basis which the number of days from the commencement of such
calendar year to and including such termination date bears to 365.


 


6.5.          Computation:  Tenant’s Percentage Share of
the Operating Expenses is the proportion that the rentable square footage
occupied by Tenant bears to the total rentable square footage of the Project,
as determined by Landlord. 
Notwithstanding any provision of this Paragraph to
the contrary, if the Project is less than ninety-five percent (95%) leased
and/or occupied during any calendar year including the Base Year for purposes
of determining Base Year Operating Expenses, an adjustment shall be made so
that Operating Expenses Rent shall be computed for such year and Base Year
Operating Expenses shall be computed for the Base Year as though 95% of the
Project had been leased and occupied during such year.


 


6





















 


6.6.          Taxes Payable by Tenant: 
Tenant shall be directly responsible for taxes upon, measured by or
reasonably attributable to the cost or value of Tenant’s equipment, furniture,
fixtures and other personal property located in the Premises or by the cost or
value of any leasehold improvements made in or to the Premises by or for Tenant
other than the initial improvements to be installed at Landlord’s expense
regardless of whether title to such improvements is in Tenant or Landlord.


 


7.                                       USE
OF PREMISES:


 


7.1.          Effect
on Insurance:  Tenant shall not use
any portion of the Premises for purposes other than those specified in Paragraph 1 and no use shall be made or permitted to be made
upon the Premises, nor acts done, which will increase the existing rate of
insurance upon the Project, or cause cancellation of insurance policies
covering said Project.


 


7.3.          Miscellaneous
Restrictions:  Tenant will not use
the Premises for or permit in the Premises any offensive, noisy, or dangerous
trade, business, manufacture or occupation or interfere with the business of
any other tenant in the Project.  Tenant
agrees not to cause, permit or suffer any waste or damage, disfigurement or
injury to the Premises or the fixtures or equipment thereof or the Common
Areas.  Tenant will not use the Premises
for washing clothes or cooking and nothing will be prepared, manufactured or
mixed in the Premises which might emit any offensive odor into the
Project.  Tenant will not obstruct the
sidewalks, mall or Common Areas in the Project or use the same for business
operations or advertising.  Tenant will
not use the Premises for any purpose which would create unreasonable elevator
loads, cause structural loads to be exceeded or adversely affect the
mechanical, electrical, plumbing or other base building systems.  Tenant will at all times comply with the
rules and regulations of the Project attached hereto as Schedule 5
and with such additional rules and regulations as may be adopted by Landlord
from time to time.


 


7.4           Quiet
Enjoyment:   Upon performance of all terms conditions, and
covenants of this Lease, which the Tenant is required to perform, the Tenant
shall, at all times during the Term peaceably and quietly enjoy the Premises
without any disturbance from the Landlord.


 


8.                                      PARKING:


 


8.1.          Tenant’s
Parking Rights:  Subject to the rules
and regulations of the Project, Tenant shall be entitled to the number of
unreserved Parking Spaces set forth in Paragraph 1.11
above. 
Only automobiles and pickup trucks will be permitted on the
parking areas.


 


8.2.          Landlord’s
Control Over Parking:  Tenant and its
authorized representatives will park their cars only in areas specifically
designated for that purpose by Landlord. 
Within 5 days after written request by
Landlord, Tenant will furnish to Landlord the license numbers assigned to its
cars and the cars of all of its authorized representatives.  Tenant will not park or permit the parking of
any vehicles adjacent to loading areas so as to interfere in any way with the
use of such areas.  Landlord shall have
the right, in Landlord’s sole discretion, to designate parking spaces for the
exclusive use of a particular tenant or particular tenants.  Landlord will have the right to institute
reasonable procedures and/or methods to enforce the terms of this Subparagraph.  Unless
all parking is open-access and on a first-come-first-served basis, Tenant and
Landlord shall mutually agree on the location of Tenant’s parking per
Exhibit    .


 


9.                                      GRAPHICS:  Landlord, at Tenant’s sole cost and expense,
will install and maintain all letters or numerals on the entrance doors for the
Premises.  All such letters and numerals
shall be in the form specified by Landlord, and no other shall be used or
permitted on the Premises.  Tenant shall
not place any signs within the Premises which are visible from the outside of
the Premises without Landlord’s prior written approval.


 


l0.                                  ASSIGNMENT
AND SUBLETTING; ENCUMBRANCE:  Tenant
shall not assign this Lease or sublet any portion of the Premises without prior
written consent of the Landlord, which will not be unreasonably withheld or
delayed, it being understood that it shall be reasonable for Landlord, among
other things, to withhold consent if Landlord is not satisfied with the,
business character of the proposed assignee or sublessee.  Any material change in the ownership of
Tenant, if Tenant is a corporation or partnership, shall constitute an
assignment for purposes of this Paragraph.  Notwithstanding any consent by
Landlord, Tenant and Guarantor(s), if any, shall remain jointly and severally
liable (along with each approved assignee and sublessee, which shall
automatically become liable for all obligations of Tenant hereunder with
respect to that portion of the Premises so transferred), and Landlord shall be
permitted to enforce the provisions of this Lease directly against Tenant or
any assignee or sublessee without


 


7





















 


proceeding in any way against any other party.  In the event of an assignment,
contemporaneously with the granting of Landlord’s consent, Tenant shall cause
the assignee to expressly assume in writing and agree to perform all of the
covenants, duties and obligations of Tenant hereunder and such assignee shall
be jointly and severally liable therefore along with Tenant.  No usage of the Premises different from the
usage provided for in Paragraph 1 above
shall be permitted, and all other terms and provisions of the Lease shall
continue to apply after such assignment or sublease.  Tenant shall not make or consent to any
conditional, contingent or deferred assignment of some or all of Tenant’s
interest in this Lease without the prior written consent of Landlord, which
Landlord may withhold in its sole and absolute discretion.  Tenant shall not enter into, execute or
deliver any financing or security agreement that can be given priority over any
mortgage given by Landlord or its successors, and, in the event Tenant does so
execute or deliver such financing or security agreement, such action on the
part of Tenant shall be considered a breach of the terms and conditions of this
Lease and a default by Tenant entitling Landlord to such remedies as are
provided for in this Lease.  Landlord
shall have the right to assign or transfer, in whole or in part, Landlord’s
rights and obligations hereunder and in the Project and the Premises.


 


11.                               ORDINANCES
AND STATUTES:  At Tenant’s sole cost,
Tenant will comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter
be in force, pertaining to the Premises, occasioned by or affecting the use
thereof by Tenant, including, but not limited to, the Americans With
Disabilities Act.  The commencement or
pendency of any state or federal court abatement proceeding affecting the use
of the Premises shall, at the option of the Landlord, be deemed a breach
thereof.


 


12.                               MAINTENANCE,
REPAIRS, ALTERATIONS:


 


12.1.        Tenant’s
Obligations:  Tenant acknowledges
that the Premises are in good order and repair, unless otherwise indicated
herein.  Tenant shall, at its own expense
and at all times, maintain the Premises in good and safe condition and shall
surrender the same, at termination hereof, in as good condition as received,
normal wear and tear excepted.  Tenant,
at Tenant’s expense, shall be responsible for all repairs required, excepting
the electrical wiring, plumbing, mechanical and HVAC installations and any
other system or equipment upon the Premises, roof, roof membrane, exterior
walls, structural foundations, sideways, sewers, landscaping, parking areas and
other Common Areas, which shall be repaired and maintained by Landlord and
included in Operating Expenses.


 


12.2.        Limits
on Alterations:  Tenant may not make
any structural improvement or alteration to the Premises without the prior
written consent of Landlord.  Tenant may
not make any nonstructural improvement or alteration of the Premises costing in
excess of $5,000 without the prior written
consent of the Landlord.  Prior to the
commencement of any repair, improvement, or alteration, Tenant shall give
Landlord at least 2 business days written
notice in order that Landlord may post appropriate notices to avoid any
liability for liens.  All alterations
will be made by a licensed contractor consented to by Landlord and performed in
a good and workmanlike manner.  All
materials used shall be of a quality comparable to or better than those in the
Premises and shall be in accordance with plans and specifications reasonably approved
by Landlord.


 


12.3.        Liens:  Tenant will pay all costs of construction
done by it or caused to be done by it on the Premises as permitted by this
Lease.  Tenant will keep the Project free
and clear of all construction, mechanic’s, materialman’s, laborer’s and
supplier’s liens, resulting from construction done by or for Tenant.  The interest of Landlord in the Premises and
the Project shall not be subject to liens for improvements made by Tenant.  Any lien filed by any contractor,
materialman, laborer or supplier performing work for Tenant shall attach only
to Tenant’s interest in the Premises. 
Tenant agrees to indemnify, defend and hold harmless Landlord from and
against any and all costs and liabilities (including attorneys’ fees and
expenses) and any and all construction, mechanic’s, materialman’s, laborer’s or
supplier’s liens arising out of or pertaining to any improvements or
construction done by Tenant.  All persons
and entities contracting or otherwise dealing with Tenant relative to the
Premises or the Project are hereby placed on notice of the provisions of this Paragraph, and Tenant shall further notify in writing such
persons or entities of the provisions of this Paragraph
prior to commencement of any Tenant work in the Premises.  If any construction, mechanic’s, materialman’s,
laborer’s or supplier’s lien is ever claimed, fixed or asserted against the
Premises or any other portion of the Project in connection with any such Tenant
work, Tenant shall, within 10 days after
receipt by Tenant of notice of such lien, discharge same as a lien either by
payment or by posting of any bond as permitted by law.  If Tenant shall fail to discharge any such
lien, whether valid or not, within 10 days after
receipt of notice from Landlord, Landlord shall have the right, but not the
obligation, to discharge such lien on behalf of Tenant and all costs and
expenses incurred by Landlord associated with the discharge of the lien,
including, without limitation, attorneys’ fees, shall constitute additional
rent hereunder and shall be immediately due and payable by Tenant.


 


8





















 


12.4.        Surrender
of Premises:  On the last day of the
term hereof or on any sooner termination, Tenant shall surrender the Premises
to Landlord in the same condition as when received (including Tenant
Improvements and fixtures and furniture paid for by Landlord), ordinary wear
and tear excepted, clear and free of debris. 
Tenant shall repair any damage to the Premises occasioned by the
installation or removal of Tenant’s trade fixtures, furnishings and equipment.


 


13.                               ENTRY
AND INSPECTION:  Tenant shall permit
Landlord or Landlord’s agents to enter upon the Premises at reasonable times
and upon reasonable prior notice for the purpose of inspecting the same,
performing any services required of Landlord hereunder and showing the Premises
to potential and existing mortgagees and purchasers and prospective tenants of
other space in the Project.  The foregoing
notwithstanding, Landlord is not required to give notice to Tenant if Landlord
must enter the Premises because of an emergency.  Tenant will permit Landlord at any time
within 180  days prior
to the expiration of this Lease, to place upon the Premises any usual “To Let”
or “For Lease” signs, and permit potential tenants to inspect the Premises.


 


14.                               INDEMNIFICATION
OF LANDLORD:  Subject to Paragraph 16.9 below, the Tenant agrees to defend, indemnify and hold harmless the Landlord, its officers and employees against liability,
claims, damages, losses or expenses arising out of bodily injury to person,
including death or damage to property caused by or resulting from Tenant’s
and/or its employees gross negligent act(s) or omission(s).   Provided, however, to the extent, if at
all, NMSA (1978) Section 59-7-1 is applicable, this agreement to indemnify will
not extend to liability, claims, damages, losses or expenses, including
attorney’s fees, arising out of l) the preparation or approval of maps,
drawings, opinions, reports, surveys, change orders, designs
or specifications by the City of Albuquerque (City), or the agents or employees of the City; or 2) the giving of or the failure to give directions or instructions
by the City, or the agents or
employees of the City, whether
such giving or failure to give directions or instructions is the primary cause
of bodily injury to persons or damage to property.  The provisions of this paragraph are not
intended to and do not waive a sovereign immunity or other defenses otherwise
available to the Tenant and indemnification provided herein shall not exceed
the statutory dollar limits provided in NMSA (1978) Section 41-4-1 et seq., as it may apply to the Tenantat the time of any occurrence or claim.  Landlord shall not be liable to
Tenant for any damage by or from any act or negligence of any co-tenant or
other occupant of the Project or by any owner or occupant of adjoining or
contiguous property.  Tenant agrees to
pay for all damage to the Project as well as all damage to tenants or occupants
thereof caused by misuse or neglect of said Premises, its apparatus or
appurtenances or the Common Areas, by Tenant or Tenant’s employees, agents and
invitees.


 


Landlord
agrees to defend,
indemnify and hold harmless the Tenant, its officers and employees against liability, claims, damages, losses or
expenses arising out of bodily injury to person, including death or damage to
property caused by or resulting from Landlord, its agents, servants and/or its
employees gross negligent act(s) or omission(s).


 


15.                               POSSESSION:  If Landlord is unable to deliver possession
of the Premises at the commencement hereof, Landlord shall not be liable for
any damage caused thereby, nor shall this Lease be void or voidable, but Tenant
shall not be liable for any rent until possession is delivered, at which time
the term shall commence and the Expiration Date shall be extended so as to give
effect to the full stated term.  Tenant
may terminate this Lease if possession is not delivered within 90 days of the commencement of the term hereof.


 


16.                               TENANT’S
INSURANCE:  At all times during the
term of this Lease, Tenant shall, at its sole expense, procure and maintain the
following types of insurance coverage:


 


16.1.        Commercial
General Liability:  Commercial General
Liability insurance, including Bodily Injury and Property Damage Liability,
Products and Completed Operations, Personal Injury Liability, and Fire Damage
Liability against any and all damages and liability, including attorneys’ fees
and expenses, on account of or arising out of injuries to or the death of any
person or damage to property, however occasioned, in, on or about the Premises
in amounts not less than $1,000,000 per
occurrence, $2,000,000 annual aggregate, and $50,000
Fire Damage Liability;


 


16.2.        Personal
Property:  Insurance on all Risks
basis covering 100% of the Replacement Cost value of property at the Premises
including, without limitation, leasehold improvements, trade fixtures,
merchandise, furnishings, equipment, goods and inventory;


 


16.3.        Boiler
& Machinery:  Where applicable,
insurance covering central heating, air conditioning and ventilating systems,
refrigeration equipment, machinery and electrical equipment, boilers, and other
high pressure piping and machinery, and other similar apparatus installed in
the Premises;


 


9





















 


16.4.        Employer’s
Liability/Workers’ Compensation: 
Employer’s Liability insurance with limits not less than $500,000, and
Workers’ Compensation insurance providing statutory state benefits for all
persons employed by Tenant in connection with the Premises as required by
applicable law;


 


16.5         Sprinkler
Leakage:  Insurance covering damage
from leakage of sprinkler systems now or hereafter installed in the Premises in
an amount not less than the current replacement cost covering Tenant’s
merchandise, Tenant’s improvements and Tenant’s trade fixtures; and


 


16.6.        Other
Insurance:  Such other insurance and
in such amounts as may be reasonably required by Landlord against other
insurable hazards as at the time are commonly insured against by prudent owners
of comparable office projects in the area in which the Project is located.


 


16.7.        Form
of Insurance/Companies:  All
insurance provided for in Section 16 hereof shall be in a form satisfactory to
Landlord and carried with insurance companies reasonably acceptable to Landlord
that are licensed or authorized to do business in the State in which the
Project is located, are in good standing with the Department of Insurance in the
State in which the Project is located and have a current rating issued by A.M.
Best Company of not less than A-:VII, and/or whose claim paying ability is
rated no lower than A by Standard & Poor’s Ratings Service and A2 by Moody’s
Investors Service.  Insurance coverage
shall be written as primary policy coverage and not contributing with or excess
of any coverage which Landlord may carry, and Lennar Partners, Inc., Landlord,
and Landlord’s managing agent shall be named as Additional Insureds with
respect to Commercial General Liability and Automobile Liability, including any
Umbrella or Excess policies.  Tenant
shall furnish Landlord at the inception of this Lease (i) a Certificate of
Insurance evidencing that all such insurance is in effect and that Landlord
will be given at least 30 days prior written notice of cancellation or
non-renewal, and (ii) proof that premiums have been paid by Tenant.  Not later than 15 days prior
to the expiration of any insurance policy, evidence of renewals or replacements
of such policy shall be delivered to Landlord, together with proof of payment
of the associated premiums.  In the event
Tenant shall fail to procure any contract of insurance required under the terms
hereof or any renewal of or replacement for any contract of insurance that is
expiring or has been canceled, Landlord may, but shall not be obligated to,
procure such insurance on behalf of Tenant and the cost thereof shall be
payable to Landlord as additional rent within 10 days following
written demand therefor.


 


16.8.        Subrogation:  Landlord and Tenant shall each obtain from
their respective insurers under all policies of property insurance maintained
by either of them at any time during the term hereof insuring or covering the
Premises, a waiver of all rights of subrogation which the insurer of one party
might otherwise have, if at all, against the other party.


 


17.                               UTILITIES
AND SERVICES:  Landlord shall use all
reasonable efforts to furnish (as part of Operating Expenses) heating,
ventilation, air conditioning, janitorial service, electricity for normal
lighting and office machines,] cold water
for reasonable and normal drinking and lavatory use, replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures consistent
with other similar class office buildings in downtown Albuquerque.  Said services and utilities shall be provided
Monday through Friday from 8:00 a.m. to 8:00 p.m. and Saturday and Sunday from
9:00 a.m. to 3:00 p.m..  Utilities and
services required at other times shall be subject to a charge per the following
table:


 


	
  Square Feet Under Lease

  	
   

  	
  Hourly Charge

  	
   

  
	
  First 15,054

  	
   

  	
  $

  	
  25.00

  	
   

  
	
  Next 15,054

  	
   

  	
  $

  	
  15.00

  	
   

  
	
  30,108 and above

  	
   

  	
  $

  	
  10.00

  	
   

  



 


Landlord shall not be liable for failure to furnish
any of the utilities described in this Paragraph 17 and
Tenant shall have no right to abatement of rental hereunder or to termination
of this Lease with respect to any such interruption provided such interruption or
failure to provide utilities and services shall be no longer than 48 hours nor
shall such failure constitute an eviction, nor shall Landlord be liable under
any circumstances for loss of or injury to property, however occurring through
or in connection with or incidental to the furnishing of any of the services
enumerated above.


 


18.                               CONDEMNATION:  If 25% of the land
area of the Project shall be taken or condemned for public use, Landlord may
elect to terminate this Lease effective on the date of taking; otherwise this
Lease will remain in full force and effect. 
If there is a taking of all of the Premises or a part thereof so that
the


 


10





















 


remaining part of the
Premises is not suited for Tenant’s continued use, either party may elect to
terminate this Lease effective on the date of taking.  If there is a taking of a portion of the
Premises and a part remains which is suitable for Tenant’s use in Tenant’s
reasonable opinion, this Lease shall, as to the part taken, terminate as of the
date the condemnor acquires possession, and thereafter Tenant shall be required
to pay such proportion of the rent for the remaining term as the value of the
Premises remaining bears to the total value of the Premises at the date of
condemnation.  The election to terminate
this Lease as provided herein must be exercised, if at all, within 60 days after the nature and extent of the taking is
determined, otherwise, this Lease will remain in full force and effect.  All sums which may be payable on account of
any condemnation shall belong solely to the Landlord, and Tenant shall not be
entitled to any part thereof, provided however, that Tenant shall be entitled
to retain any amount awarded to it for its trade fixtures or moving expenses.


 


19.                               TRADE
FIXTURES:  Any and all improvements
made to the Premises during the term hereof shall, , belong to the Landlord
without compensation, allowance or credit to Tenant, except movable trade
fixtures of the Tenant which can be removed without defacing the Premises or
the Project.  Tenant
reserves the right to place on-site a back-up generator with Landlord’s
approval which shall not be unreasonably withheld and at no additional
charge.  Back-up generator shall remain
the property of Tenant and may be removed by Tenant upon vacancy.


 


20.                               DESTRUCTION
OF PREMISES:


 


20.1.        Partial
Destruction:  In the event of a
partial destruction of the Premises during the term hereof, from any cause
covered by insurance, Landlord must repair the same to the extent insurance
proceeds are received by Landlord for such repairs, and within 60 days from receipt of such proceeds under then existing
governmental laws and regulations.  Such
partial destruction shall not terminate this Lease and Tenant shall be entitled
to a proportionate reduction of rent while such repairs are being made, based
upon the extent to which the making of such repairs shall interfere with the
business of Tenant on the Premises.  If
such repairs cannot be made within said 60 day period,
Landlord, at its option, may make the repairs within a reasonable time.  If Landlord elects to make said repairs, this
Lease will continue in effect and the rent will be proportionately abated as
stated above.  If the repairs cannot be
made within 60 days from receipt of insurance
proceeds by Landlord, and Landlord elects not to make said repairs, this Lease
may be terminated at the option of either party.


 


20.2.        Material/Total
Destruction:  If the Building in
which the Premises are situated or the Project sustains damage of more than 1/3 of the replacement cost thereof, Landlord may elect to terminate
this Lease whether the Premises are injured or not.  A total destruction of the Building in which
the Premises are situated or the Project shall terminate this Lease.


 


20.3         If
the Partial Destruction or Material/Total Destruction in Paragraphs 20.1 and
20.2 above include Tenant’s server or IT room(s), all rent shall be abated
until said server or IT room(s) have been fully repaired.


 


21.                               HAZARDOUS
SUBSTANCES:


 


21.1.        Definitions:  For the purposes of this Agreement, the
following terms have the following meanings:


 


(a)           “Environmental Law” means any law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the environment
including, without limitation, CERCLA (Comprehensive
Environmental Response, Compensation and Liability Act of 1980), RCRA (Resources Conservation and Recovery Act of 1976) and SARA (Superfund Amendments and Reauthorization Act of 1986).


 


(b)           “Hazardous Substance” means any substance, material or waste
which is or becomes designated, classified or regulated as being “toxic” or “hazardous”
or a “pollutant” or which is or becomes similarly designated, classified or
regulated, under any Environmental Law, including asbestos, petroleum and
petroleum products.


 


21.2.        Tenant’s
Responsibilities:  At its own
expense, Tenant will procure, maintain in effect and comply with all conditions
of any and all permits, licenses and other governmental and regulatory
approvals required for Tenant’s use of the Premises.  Tenant will not cause or permit any Hazardous
Substance to be brought upon, kept or used in or about the Project by Tenant,
its agents, employees, contractors or invitees without the prior written
consent of Landlord.  Tenant will cause
any and all Hazardous Substances brought upon the Premises by Tenant to be
removed from the Premises and transported solely by duly licensed haulers to
duly licensed facilities for


 


11





















 


final disposal of such materials and wastes.  Tenant will, in all respects, handle, treat,
deal with and manage any and all Hazardous Substances in, on, under or about
the Premises in total conformity with all applicable Environmental Laws and
prudent industry practices regarding management of such Hazardous
Substances.  Upon expiration or earlier
termination of the term of the Lease, Tenant will cause all Hazardous
Substances placed on, under or about the Premises by Tenant or at Tenant’s
direction to be removed and transported for use, storage or disposal in
accordance and compliance with all applicable Environmental Laws.  Tenant will not take any remedial action in
response to the presence of any Hazardous Substances in or about the Premises
or the Project, nor enter into any settlement agreement, consent decree or other
compromise in respect to any claims relating to any Hazardous Substances in any
way connected with the Premises without first notifying Landlord of Tenant’s
intention to do so and affording Landlord ample opportunity to appear,
intervene or otherwise appropriately assert and protect Landlord’s interests
with respect thereto.


 


21.3.        Indemnification:  If the Premises or the Project become
contaminated in any manner for which Tenant is directly responsible for or
otherwise become affected by any release or discharge of a Hazardous Substance,
Tenant shall immediately notify Landlord of the release or discharge of the
Hazardous Substance, and Tenant shall indemnify, defend and hold harmless
Landlord from and against any and all claims, damages, fines, judgments,
penalties, costs, liabilities or losses (including, without limitation, a
decrease in value of the Project or the Premises, damages caused by loss or
restriction of rentable or usable space, or any damages caused by adverse
impact on marketing of the space, and any and all sums paid for settlement of
claims, attorneys’ fees and expenses, consultant fees and expert fees) arising
during or after the term of this Lease and arising as a result of such
contamination, release or discharge. 
This indemnification includes, without limitation, any and all costs
incurred because of any investigation of the site or any cleanup, removal or
restoration mandated by federal, state or local agency or political
subdivision. ( See also paragraph 14 above)


 


22.                               EVENTS
OF DEFAULT:  If one or more of the
following events (“Event of Default”) occurs, such
occurrence constitutes a breach of this Lease by Tenant:


 


22.1.        Abandonment/Vacation:  Tenant abandons or vacates the Premises or
removes furniture, fixtures or personal property, except in the normal course
of business or subleasing and assignment of the Premises; or


 


22.2.        Rent:  Tenant fails to pay any monthly Base Rent or
Operating Expenses Rent, if applicable, as and when the same becomes due and
payable, and such failure continues for more than 10
days; or


 


22.3.        Other
Sums:  Tenant fails to pay any other
sum or charge payable by Tenant hereunder as and when the same becomes due and
payable, and such failure continues for more than 30 days
after Landlord gives written notice thereof to Tenant; or


 


22.4.        Other
Provisions:  Tenant fails to perform
or observe any other agreement, covenant, condition or provision of this Lease
to be performed or observed by Tenant as and when performance or observance is
due, and such failure continues for more than 30 days
after Landlord gives written notice thereof to Tenant, or if the default cannot
be cured within said 30 day period
and Tenant fails promptly to commence with due diligence and dispatch the
curing of such default or, having so commenced, thereafter fails to prosecute
or complete with due diligence and dispatch the curing of such default; or


 


22.5.        Insolvency:  Tenant (a) files or
consents by answer or otherwise to the filing against it of a petition for
relief or reorganization or arrangement or any other petition in bankruptcy or
liquidation or to take advantage of any bankruptcy or insolvency law of any
jurisdiction; (b) makes an assignment for the
benefit of its creditors; (c) consents to
the appointment of a custodian, receiver, trustee or other officer with similar
powers of itself or of any substantial part of its property; or (d) takes action for the purpose of any of the foregoing; or


 


22.6.        Receiver:  A court or governmental authority of
competent jurisdiction, without consent by Tenant, enters an order appointing a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with respect to any substantial power of its property, or constituting
an order for relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding up or liquidation of Tenant, or if any such petition
is filed against Tenant and such petition is not dismissed within 60  days; or


 


12





















 


22.7.        Attachments:  This Lease or any estate of Tenant hereunder
is levied upon under any attachment or execution and such attachment or
execution is not vacated within 60 days; or


 


22.8.        Assignment/Sublease:  Tenant assigns this Lease or subleases all or
any portion of the Premises without Landlord’s prior written consent.


 


23.                               REMEDIES
OF LANDLORD ON DEFAULT:


 


23.1.        Termination:  In the event of any breach of this Lease by
Tenant, Landlord may, at its option, terminate the Lease and repossess the
Premises pursuant to the laws of the State in which the Project is located and
recover from Tenant as damages:


 


(a)           the
unpaid rent and other amounts due at the time of termination plus interest
thereon at the maximum lawful rate per annum from the due date until paid;


 


(b)           the
present value of the balance of the rent for the remainder of the term after
termination less the present value of the fair market value rental of the
Premises for said period (both determined by applying a discount rate based on the
Wall Street Journal Prime Rate); and


 


(c)           any
other amount necessary to compensate Landlord for all detriment proximately
caused by Tenant’s failure to perform its obligations under the Lease or which
in the ordinary course of things would be likely to result therefrom,
including, without limitation, the cost of recovering the Premises.


 


23.2.        Landlord’s
Options:  Landlord may, in the
alternative, (i) continue this Lease in effect, as long as Landlord does not
terminate Tenant’s right to possession, and Landlord may enforce all its rights
and remedies under the Lease, including the right to recover the rent as it
becomes due under the Lease; or (ii) terminate Tenant’s right of possession
(but not this Lease) and repossess the Premises pursuant to the laws of the
State in which the Project is located, without demand or notice of any kind to
Tenant, in which event Landlord may, but shall be under no obligation to do so
(except to the extent required by the laws of the State in which the Project is
located), relet the Premises for the account of Tenant for such rent and upon
such terms as shall be satisfactory to Landlord.  For purpose of such reletting Landlord is
authorized by Tenant to decorate or to make any repairs, changes, alterations
or additions in or to the Premises that may be necessary to relet the Premises ,
at Tenant’s expense.  Tenant shall also
be responsible for rent for the period that the Premises are vacant and all
costs of re-letting, including, without limitation, brokerage commissions and reasonable
attorneys’ fees.  Tenant shall be liable
for any deficiency of such rental below the total rental and all other payments
herein provided for the unexpired balance of the term of this Lease.  If said breach of the Lease continues,
Landlord may, at any time thereafter, elect to terminate the Lease; or (iii)
exercise any and all other rights and remedies available to Landlord at law or
in equity.


 


24.                               SECURlTY
DEPOSIT:  The Security Deposit set
forth in Paragraph 1, if any, shall secure the
performance of the Tenant’s obligations hereunder.  Landlord may, but shall not be obligated to,
apply all or portions of the Security Deposit on account of Tenant’s
obligations hereunder.  In the event that
Landlord applies all or a portion of the Security Deposit to Tenant’s
obligations hereunder, Tenant shall be obligated, within 10 days
of receipt of notice from Landlord, to deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to the full amount stated in Paragraph 1.8 above. 
Failure to deposit such cash shall be a default under the terms of this
Lease.  Provided Tenant is not in
default, any balance remaining upon termination shall be returned to
Tenant.  Tenant shall not have the right
to apply the Security Deposit in payment of the last month’s rent.  No interest shall be paid by Landlord on the
Security Deposit.  In the event of a sale
of the Project, Landlord shall have the right to transfer the Security Deposit
to the purchaser, upon such transfer Landlord shall have no further liability
with respect thereto, and Tenant agrees to look solely to such purchaser for
the return of the Security Deposit. 
Landlord shall not be required to keep the Security Deposit in a
segregated account, and the Security Deposit may be commingled with other funds
of Landlord.


 


25.                               LIEN
FOR RENT:  In addition to and
independent of any lien in favor of Landlord arising by operation of law,
Tenant hereby grants to Landlord a security interest to secure payment of all
Base Rent and other sums of money becoming due hereunder from Tenant, and to
secure payment of any damages or loss which Landlord may suffer by reason of
the breach by Tenant of any covenant, agreement or condition contained herein,
upon all goods, wares, equipment, fixtures, furnishings, inventory,
improvements and other personal property of Tenant presently or which hereafter
may be situated in or on the Premises, and all proceeds therefrom, and such
property shall not be removed therefrom without the consent of


 


13





















 


Landlord until any and
all other sums of money then due to Landlord hereunder, first shall have been
paid and discharged, and all covenants, agreements and conditions hereof have
been fully complied with and performed by Tenant.  At any time and from time to time, Tenant
agrees to execute any UCC-1 Financing Statement or such other documents or
instruments as Landlord may request to perfect or confirm the security interest
created by this Paragraph. 
Upon any failure by Tenant to do so, Landlord may execute
same for and on behalf of Tenant as Tenant’s attorney-in-fact.  All exemption laws are hereby waived by
Tenant.  This lien and security interest
may be foreclosed with or without court proceedings, by public or private sale,
with or without notice upon the material default of Tenant under this Lease,
and Landlord shall have the right to become purchaser upon being the highest
bidder at such sale.  Landlord, as
secured party, shall be entitled to all the rights and remedies afforded a
secured party under the Uniform Commercial Code, which rights and remedies
shall be in addition to and cumulative of the Landlord’s liens and rights
provided by law or by the terms and provisions of this Lease.


 


26.                               ERISA:  Intentionally deleted


 


27.                               LIMITATION
ON LANDLORD’S PERSONAL LIABILITY: 
Tenant specifically agrees to look solely to Landlord’s interest in the
Project for the recovery of any judgment from Landlord, it being agreed that
Landlord (and any officers, shareholders, directors or employees of Landlord)
shall never be personally liable for any such judgment.


 


28.                               ATTORNEYS’
FEES:  In the event Tenant defaults
in the performance of any of the terms, covenants, agreements or conditions
contained in this Lease and Landlord places the enforcement of this Lease or
the collection of any rent due or to become due hereunder or recovery of the
possession of the Premises in the hands of an attorney, Tenant agrees to pay
Landlord reasonable attorneys’ fees and costs. 
If there is any legal action or proceeding between Landlord and Tenant
to enforce any provision of this Lease or to protect or establish any right or
remedy of either Landlord or Tenant hereunder, the unsuccessful party to such
action or proceeding will pay to the prevailing party all costs and expenses,
including reasonable attorneys’ fees (including allocated reasonable costs of
Landlord’s in-house attorney), incurred by such prevailing party in such action
or proceeding and in any appearance in connection therewith, and if such
prevailing party recovers a judgment in any such action, proceeding or appeal,
such costs, expenses and attorneys’ fees will be determined by the court
handling the proceeding and will be included in and as a part of such judgment.


 


29.                               WAIVER:  No failure of Landlord to enforce any term
hereof shall be deemed to be a waiver.


 


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


 


31.                               NOTICES:  All notices or other communications required
or permitted hereunder must be in writing, and be (i) personally delivered
(including by means of professional messenger service), (ii) sent by overnight
courier, with request for next Business Day delivery, or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested, to the
addresses set forth in Paragraph 1.  All notices sent by mail will be deemed
received 2 days after the date of mailing.


 


32.                               HOLDING
OVER:  Any holding over after the
expiration or termination of this Lease shall be construed as a month-to-month
tenancy at the rental rate specified below, and otherwise in accordance with
the terms hereof, as applicable.  Landlord
or Tenant must provide the other party with thirty (30) days prior notice of
its intent to recapture or vacate the space.


 


Rental Rate During Holdover
Period


 




	
  1-90 days past lease
  expiration

  	
   

  	
  110% of rental rate in
  last month of lease term

  
	
  91-180 days past lease
  expiration

  	
   

  	
  125% of rental rate in
  last month of lease term

  
	
  181+ days past lease
  expiration

  	
   

  	
  150% of rental rate in
  last month of lease term

  






 


33.                               TIME:  Time is of the essence of this Lease.


 


34.                               HEIRS,
ASSIGNS, SUCCESSORS:  This Lease is
binding upon and inures to the benefit of the assigns and successors in
interest of Landlord and is binding upon and inures to the benefit of Tenant
and


 


14





















 


Tenant’s heirs and successors and, to the extent
assignment may be approved by Landlord hereunder, Tenant’s assigns.


 


35.                               SUBORDINATION:  This Lease is and shall always be subject and
subordinate to the lien of any mortgages which are now or shall at any future
time be placed upon the Project, the Premises or Landlord’s rights hereunder,
and to any renewals, extensions, modifications or consolidations of any such
mortgage.  This clause shall be
self-operative and no further instrument of subordination need be required by
any mortgagee.  In confirmation of such
subordination, however, Tenant, at Landlord’s request, shall execute promptly
any appropriate certificate or instrument that Landlord may reasonably request.


 


36.                               ESTOPPEL
CERTIFICATE; FINANCIAL STATEMENTS:


 


36.1.        Content:  Tenant shall at any time upon not less than 5 business days prior written notice from Landlord execute,
acknowledge and deliver to Landlord a statement in writing:


 


(a)           certifying
that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect), the amount of any security deposit, and
the date to which the rent and other charges are paid in advance, if any; and


 


(b)           acknowledging
that there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed.  Any such statement may be conclusively relied
upon by a prospective purchaser or encumbrancer to the Premises.


 


36.2.        Failure
to Deliver:  At Landlord’s option,
Tenant’s failure to deliver such statement within such time shall be a material
breach of this Lease or shall be conclusive upon Tenant:


 


(a)           that
this Lease is in full force and effect, without modification, except as may be
represented by Landlord;


 


(b)           that
there are no uncured defaults in Landlord’s performance; and


 


(c)           that
not more than one month’s rent has been paid in advance or such failure may be
considered by Lessor as a default by Tenant under this Lease.


 


36.3.        Financial
Statements:  intentionally deleted


 


37.                               AUTHORIZATION:
 If Tenant executes this Lease as a
corporation or partnership, then Tenant and the person(s) executing this Lease
on behalf of Tenant, represent and warrant that such entity is duly qualified
to do business in the State in which the Project is located and that the
individuals executing this Lease on Tenant’s behalf are duly authorized to
execute and deliver this Lease on Tenant’s behalf.


 


38.                               JOINT
AND SEVERAL LIABILITY:  In the event
that more than one person or entity executes the Lease as Tenant, all such
persons and entities shall be jointly and severally liable for all of Tenant’s
obligations hereunder.


 


39.                               FORCE
MAJEURE:  Landlord shall be excused
for the period of any delay in the performance of any obligations hereunder
when prevented from doing so by cause or causes beyond Landlord’s absolute
control which shall include, without limitation, all labor disputes, civil
commotion, civil disorder, riot, civil disturbance, war, war-like operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations, orders, moratoriums or controls, fire or other
casualty, inability to obtain any material, services or financing or Acts of
God.


 


40.                               RECORDING:  Tenant shall not record this Lease, or any
memorandum or short form thereof, without the written consent and joinder of
Landlord, which may be unreasonably withheld.


 


41.                               RIDER:  A Rider, is not attached hereto.


 


42.                               ENTIRE
AGREEMENT:  The foregoing constitutes
the entire agreement between the parties and may be modified only by a writing
signed by both parties.


 


43.                               GOVERNING
LAW:  This Lease shall be construed
in accordance with the laws of the State in which the Project is located.


 


15





















 


44.                               WAIVER
OF THE RIGHT TO TRIAL BY JURY:  LANDLORD
AND TENANT HEREBY KNOWINGLY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING THAT LANDLORD OR TENANT MAY HEREINAFTER INSTITUTE
AGAINST EACH OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
LEASE OR THE LEASED PREMISES.


 


45.          RIGHT OF FIRST REFUSAL:  Landlord
agrees to hold an additional floorplate 15,054 rentable square feet ) off the
market for 120 days from the date of mutual execution of this agreement.  If Tenant chooses to take the additional
space, the same terms and conditions as this Lease shall apply.  Should Tenant choose to not take the
additional space, and so long as Tenant is not in default, Tenant shall have a
right of first refusal on said space at the same terms and conditions as this
Lease, on a pro-rated basis over the remaining lease term. At all times, Tenant
shall have a right of first refusal on any available space in the building
greater than 10,000 square feet.  Upon
receipt of a bona fide offer to lease, Landlord shall present said offer to
Tenant and Tenant shall have five (5) business days to advise Landlord of its
intent with respect to said space. Non-response after the prescribed period
shall be deemed a waiver of this right.


 


46.                               ROOF
ACCESS:  Subject to Landlord’s review
and approval of equipment specifications,  location and at Tenant’s sole cost, Tenant may
locate its transmission equipment on the roof of the Building,  . 
There will not be any fees imposed by Landlord for such access.


 


 


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


 


	
  “LANDLORD”

  	
  “TENANT”

  
	
  Centurion SW LLC

  	
  Sento Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Aaron Hazelrigg

  	
  Its:

  	
   

  	
   

  
	
  President

  	
   

  	
   

  	
   

  
						



 


 


	
  STATE OF NEW MEXICO

  	
  )

  
	
   

  	
  )SS.

  
	
  COUNTY OF BERNALILLO)

  	
   

  



 


 


The foregoing instrument was acknowledged before me this                 
day of                        ,
2005, by                                    
on behalf of the corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  
	
  My Commission Expires:

  	
   

  



 


 


	
  STATE OF NEW MEXICO

  	
  )

  
	
   

  	
  )SS.

  
	
  COUNTY OF BERNALILLO)

  	
   

  



 


 


The foregoing instrument was acknowledged before me this                   
day of                         ,
2005, by
                                
on behalf of the Landlord.


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  
	
  My Commission Expires:

  	
   

  



 


16





















 


SCHEDULE 1


 


SITE PLAN


 


 


	
   

  	
  Landlord

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tenant

  	
   

  	
   

  
					



 


17





















 


SCHEDULE 3


 


FAIR
MARKET RENT


 


 


(a)           The Base Rent payable by Tenant during any
option period (“Option Period Base Rent”) will be
the fair market rental value of the Premises as reasonably determined by
Landlord and agreed to by Tenant at the commencement date of any such option
period (exclusive of any improvements thereto made at any time during the term
of any extension thereof by, or at the cost of, Tenant.)


 


(b)           In determining the fair market rental value
for any option period, Landlord will not consider the highest and best use for
the Premises, or the Building where the Premises are located or the underlying
land, but will consider only the then prevailing rent for premises comparable
in size and use to the demised Premises, located in buildings comparable in
size and use to, and in the general vicinity of, the Building and taking into
consideration all allowances for tenant improvements, moving expenses, landlord
expenses, rent abatement, brokerage expenses, tenant benefits, credit quality
of Tenant or any other market concessions which may be commonly available at
the commencement of such extension period. 
The Market Rate shall be determined on the basis of the assumptions
that the operating expense Base Year shall be updated to the first full
calendar year of the renewal term.  


 


18





















 


RULES AND REGULATIONS


 


1.             In
the event of any conflict between the terms of these rules and regulations and
the express provisions of the Lease, the express, applicable provisions of the
Lease shall control.  Landlord reserves
the right, without the approval of Tenant, to rescind, add to and amend any rules
or regulations, to add new reasonable rules or regulations and to waive any
rules or regulations with respect to any tenant or tenants.  Tenant shall provide a copy of these rules
and regulations to each of its employees to facilitate compliance with these
standards.


 


2.             The
sidewalks, walks, plaza entries, corridors, ramps, staircases and elevators of
the Project shall not be obstructed, and shall not be used by Tenant, or the
employees, agents, servants, visitors or invitees of Tenant, for any purpose
other than ingress and egress to and from the Premises.  No skateboards, roller skates, roller blades
or similar items shall be used in or about the Project.


 


3.             No freight, furniture or other large or
bulky merchandise or equipment of any description will be received into the
Project or carried into the elevators, if any, except in such a manner, during
such hours and using such elevators and passageways as may be approved or
designated by Landlord, and then only upon having been scheduled in
advance.  Any hand trucks, carryalls, or
similar equipment used for the delivery or receipt of merchandise or equipment
shall be equipped with rubber tires, side guards and such other safeguards as
Landlord shall reasonably require. 
Although Landlord or its personnel may participate or assist in the supervision
of such movement, Tenant assumes financial responsibility for all risks as to
damage to articles moved and injury to persons or public engaged or not engaged
in such movement, including any equipment, property or personnel of Landlord
damaged or injured in connection with carrying out this service for Tenant.


 


4.             Landlord shall have the right to
prescribe the weight, position and manner of installation of safes or other
heavy equipment which shall, if considered necessary by Landlord, be installed
in a manner which shall insure satisfactory weight distribution.  All damage done to the Project by reason of a
safe or any other article of Tenant’s office equipment being on the Premises
shall be repaired at the expense of Tenant. 
The time, routing and manner of moving safes or other heavy equipment
shall be subject to prior approval by Landlord.


 


5.             Only
persons authorized by Landlord will be permitted to furnish newspapers, ice,
drinking water, towels, barbering, shoe shining, janitorial services, floor
polishing and other similar services and concessions in the Project, and only
at hours and under regulations fixed by Landlord.


 


6.             Tenant,
or the employees, agents, servants, visitors or invitees of Tenant, shall not
at any time place, leave or discard any rubbish, paper, articles or object of
any kind whatsoever outside the doors of the Premises or in the corridors or
passageways of the Project.


 


7.             Tenant
shall not place, or cause or allow to be placed, any sign, placard, picture,
advertisement, notice or lettering whatsoever, in, about or on the exterior of
the Premises, Building or Project, except in and at such places as may be
designated by Landlord and consented to by Landlord in writing.  Any such sign, placard, advertisement,
picture, notice or lettering so placed without such consent may be removed by
Landlord without notice to and at the expense of Tenant.  All lettering and graphics on corridor doors
shall conform to the building standard prescribed by Landlord.


 


8.             Tenant
shall not place, or cause or allow to be placed, any satellite dish,
communications equipment, computer or microwave receiving equipment, antennae
or other similar equipment about or on the exterior of the Premises, Building
or Project.  Any such equipment so placed
may be removed by Landlord without notice to and at the expense of Tenant.


 


9.             Canvassing,
soliciting or peddling in the Building and/or Project is prohibited and Tenant
shall cooperate reasonably to prevent same.


 


10.           Landlord
shall have the right to exclude any person
from the Project, and any person in the Project will be subject to
identification by employees and agents of Landlord.  Any persons in or entering the Project shall
be required to comply with the security policies of the Project, including,
without limitation, the showing of suitable identification and signing of a
Building


 


19





















 


register when entering or leaving the Building.  If Tenant desires additional security service
for the Premises, Tenant shall have the right (with advance written consent of
Landlord) to obtain such additional service at Tenant’s sole cost and
expense.  Tenant shall keep doors to
unattended areas locked and shall otherwise exercise reasonable precautions to
protect property from theft, loss or damage. 
Landlord shall not be responsible for the theft, loss or damage of any
property or for any error with regard to the exclusion from or admission to the
Project of any person.  In case of
invasion, mob, riot or public incitement, the Landlord reserves the right to
prevent access to the Project during the continuance of same by closing the
doors or taking other measures for the safety of the tenants and protection of
the Project and property or persons therein.


 


11.           Only
workmen employed, designated or approved by Landlord may be employed for
repairs, installations, alterations, painting, material moving and other
similar work that may be done in or on the Project.


 


12.           Tenant
shall not bring or permit to be brought or kept in or on the Premises or
Project any inflammable, combustible, corrosive, caustic, poisonous, or
explosive substance, or firearms, or cause or permit any odors to permeate in
or emanate from the Premises, or permit or suffer the Project to be occupied or
used in a manner offensive or objectionable to Landlord or other occupants of
the Project by reason of light, radiation, magnetism, noise, odors and/or
vibrations.


 


13.           Tenant
shall not mark, paint, drill into, or in any way deface any part of the Project
or the Premises.  No boring, driving of
nails or screws, cutting or stringing of wires shall be permitted, except with
the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed.  Tenant shall not
install any resilient tile or similar floor covering in the Premises, except
with the prior approval of Landlord, which approval shall not be unreasonably
withheld or delayed.


 


14.           No
additional locks or bolts of any kind shall be placed on any door in the
Project or the Premises and no lock on any door therein shall be changed or
altered in any respect.  All keys shall
be returned to Landlord upon the termination of this Lease and Tenant shall
give to Landlord the explanations of the combinations of all safes, vaults and
combination locks remaining with the Premises. 
Landlord may at all times keep a pass key to the Premises.  All entrance doors to the Premises shall be
left closed at all times and left locked when the Premises are not in use.


 


15.           Tenant
shall give immediate notice to Landlord in case of known theft, unauthorized
solicitation or accident in the Premises or in the Project, or of known defects
therein or in any fixtures or equipment, or of any known emergency in the
Project.


 


16.           Tenant
shall not use the Premises or permit the Premises to be used for photographic,
multilith or multigraph reproductions, except in connection with its own
business and not as a service for others without Landlord’s prior written
permission.


 


17.           No
animals or birds shall be brought or kept in or about the Project, with the
exception of guide dogs accompanying visually handicapped persons.


 


18.           No
awnings, draperies, shutters or other interior or exterior window coverings
that are visible from the exterior of the Building or from the exterior of the
Premises within the Building may be installed by Tenant without Landlord’s
prior written consent.


 


19.           Tenant
shall not place, install or operate within the Premises or any other part of
the Project any engine, stove, or machinery, or conduct mechanical operations
therein, without the written consent of Landlord.


 


20.           No
portion of the Premises or any other part of the Project shall at any time be
used or occupied as sleeping or lodging quarters.


 


21.           Tenant
shall at all times keep the Premises neat and orderly.


 


22.           The
toilet rooms, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein.  The expenses of any breakage, stoppage or
damage, resulting from the violation of this rule shall be borne by the Tenant
who (or whose employees or invitees) shall have caused such damage.


 


20





















 


23.           All
tenant modifications resulting from alterations or physical additions in or to
the Premises must conform to all applicable building and fire codes.  Tenant shall obtain written approval from the
management office prior to commencement of any such modifications and shall
deliver as built plans to the management office upon completion.


 


24.           Tenant
agrees to place all indoor potted plants requiring water within a container
capable of collecting any water overflow, such containers to be approved and/or
supplied by Landlord, at Tenant’s sole expense. 
Tenant agrees to use caution so that indoor plants do not damage or soil
the Premises.


 


25.           Tenant
shall not park (and shall insure that Tenant’s employees, agents, and invitees
do not park) in any reserved parking space other than those reserved parking
spaces, if any, specifically assigned to Tenant.  Any vehicle improperly parked, or parked in
any unauthorized parking area in the Project, shall be towed at the vehicle
owner’s expense and without further or additional notice.


 


26.           Persons
using the Parking Garage do so at their own risk.  Landlord specifically disclaims all
liability, except when caused solely by its gross negligence or willful
misconduct, for any personal injury incurred by users of the Parking Garage,
their agents, employees, family, friends, guests or invitees, or as a result of
damage to, theft of, or destruction of any vehicle or any contents thereof, as
a result of the operation or parking of vehicles in the Parking Garage.


 


21