EXHIBIT 10.17

AMENDED
AND RESTATED

SECOND AMENDMENT TO OFFICE LEASE



                    This
Amended and Restated Second Amendment to Office Lease (this “Amendment”) is executed as of May 31, 2006. between HUB
PROPERTIES LLC, a Massachusetts limited liability company having
an address c/o Reit Management & Research
LLC, 400 Centre Street, Newton, Massachusetts 02458 (“Landlord”), and
QUALITY SYSTEMS, INC., a California
corporation having an address at 18191 Von Karman Avenue, #420, Irvine, CA 92612, Attention: Chief Financial
Office (“Tenant”).  


RECITALS


                    Landlord
and Tenant entered into that certain Office Lease dated May 8, 2002, as amended
by that certain Expansion and Extension Amendment to Office Lease dated October
8, 2004 and as may be further amended
from time to time (collectively, the “Lease”) pursuant to which Tenant is currently leasing 46,357 Rentable
Square Feet (based on a remeasurement of the space which Tenant agrees is accurate) of space in the Building (as more
particularly described in the Lease, the “Original Premises and Expansion
Premises”).


                    Landlord
and Tenant entered into that certain Second Amendment to Office Lease dated February 14, 2006 (the “Second Amendment”)
pursuant to which Tenant has agreed to lease
an additional 22,333 Rentable Square Feet of space on the (1st)
floor of the Building and (ii)
extended the Term for a period of sixty (60) calendar months.


                    Prior
to completion of the Additional Expansion Work (as defined in the Second Amendment),
Tenant notified Landlord that Tenant desired to expand the Additional Expansion
Premises (as defined in the Second
Amendment).


                    Landlord
and Tenant desire to amend and restate the Second Amendment and Landlord desires to lease additional space to
Tenant on the terms and conditions contained herein.


                    Capitalized
terms used herein but not defined shall be given the meanings assigned to them in the Lease.


AGREEMENTS


                    For
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant, intending to be
legally bound, agree as follows:


                    1.          Recitals.
The foregoing recitals are
hereby incorporated into the body of this
Amendment as if they were set forth in full herein.


                    2.          Amendment.
This Amendment amends, restates and supersedes the Second Amendment.


                    3.
         Additional
Expansion Premises;
Use; Tenant’s Tax Share and Tenant’s
Expense Share. As of the Additional Expansion Premises
Commencement Date (as







hereinafter defined), Landlord hereby leases to
Tenant, and Tenant hereby leases from Landlord, 25,230 Rentable Square Feet of Space (the “Additional Expansion
Premises”) located on the 1st floor of the Building, shown on the schematic plans prepared by Space
Design Incorporated, drawings A l.1, A l.2, A2.1 A2.2, A3.1, A3.2,
A4.1, A4.2, and Dl .2, dated March 27, 2006 and drawing Dl .1 dated January 3, 2005 (collectively, the “Additional
Expansion Schematic Plan”), on the terms and conditions of the Lease, as
amended hereby, which Additional Expansion Premises, or any part thereof, Tenant shall not use or occupy, or
permit or suffer to be used or occupied,
other than for the Permitted Use. From and after the Additional Expansion
Premises Commencement Date, the term “Premises” shall refer collectively
to the Original Premises and Expansion
Premises and the Additional Expansion Premises, and both Tenant’s Tax Share and
Tenant’s Expense Share shall be
increased to 65.0791%, which is the ratio of the Rentable Area of the Original Premises and Expansion Premises,
the Additional Expansion Premises (71,587 Rentable Square Feet) to the
total Rentable Area of the Building (110,000 Rentable Square Feet). Landlord and Tenant stipulate that the aggregate
Rentable Square Feet in the Original Premises and the Expansion Premises, the Additional Expansion Premises is 71,587
Rentable Square Feet and the
aggregate Rentable Square Feet in the Building is 110,000 Rentable Square Feet.



          
          4.          Conference
Center; Use; Tenant’s Tax Share and Tenant’s Expense Share. As of the Conference Center Commencement
Date (as
hereinafter defined), Landlord hereby
leases to Tenant, and Tenant hereby leases from Landlord, 6,245 Rentable Square
Feet of Space (the“Conference Center”) located on the 1st
floor of the Building, shown on the schematic plan prepared by Space
Design Incorporated, dated April 12, 2006, drawings Al, A2, and A3 (the “Conference Center Schematic”), on
the
terms and conditions of the Lease, as amended hereby, which Conference Center, or any part thereof,
Tenant shall not use or occupy, or permit or suffer to be used or occupied, other than for the
Permitted Use. From and after the Conference Center Commencement Date, the term “Premises”
shall refer collectively to the Original Premises and Expansion Premises, the
Additional Expansion Premises and the Conference Center, and both Tenant’s Tax Share and Tenant’s Expense Share shall
be increased to 70.7564%, which is the ratio of the Rentable Area of the Original Premises and Expansion
Premises, the Additional Expansion Premises and the Conference Center (77,832
Rentable Square Feet) to the total Rentable Area of the Building (110,000
Rentable Square Feet). Landlord and Tenant stipulate that the aggregate
Rentable Square Feet in the Original Premises and the Expansion Premises, the
Additional Expansion Premises and the Conference Center is 77,832 Rentable
Square Feet and the aggregate Rentable Square Feet in the Building is 110,000
Rentable Square Feet. Landlord and Tenant acknowledge and agree that if the
Additional Expansion Premises Commencement
Date and the Conference Center Commencement Date occurs on the same date,
Tenant’s Tax Share and Tenant’s Expense Share shall be calculated as provided
in this Section 4.  



            
        5.          Additional
Expansion and Conference Center Work. 



              
                   (a)
          Additional
Expansion Work.
Landlord shall construct within the Additional Expansion Premises, at
Landlord’s expense (subject to Tenant’s obligation to pay certain excess costs under Section 5(i)), those
certain improvements depicted on the Additional Expansion Schematic Plan. Landlord and Tenant hereby approve the
Additional Expansion Schematic Plan. All work agreed to be performed by
Landlord pursuant to this Section 5(a) (including
all materials, supplies, components, labor and services required therefor) is
herein referred to as the “Additional Expansion Work”). 


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(b)          Conference Center Work. Landlord
shall construct within the Conference Center, at Landlord’s expense (subject to
Tenant’s obligation to pay certain excess costs under Section 5(i)), those certain
improvements depicted on the Conference Center Schematic Plan. Landlord and
Tenant hereby approve the Conference Center Schematic Plan. All work agreed to
be performed by Landlord pursuant to this Section 5(b) (including all materials, supplies, components, labor and
services required therefor) is herein referred to as the “Conference Center
Work”; the Additional Expansion Work and the Conference Center Work are herein collectively referred to as the
“Work”).



              
                   (c)           Tenant’s
Expansion
Representative. Tenant hereby designates Bob Ellis as the “Tenant’s
Expansion Representative,” who Tenant agrees shall be available to meet and
consult with Landlord on a continuing basis at the Building as Tenant’s
representative concerning the
matters which are the subject of this Section 5
and who, as between Landlord and Tenant, shall have the power
legally to bind Tenant in giving direction to Landlord respecting the Expansion Construction Documents (as defined in
Section 5(d)(i)) and the Work, in giving approvals of design documents and
work, and in making requests and approval for changes. 



              
                   
(d)          Preparation,
Review
and Approval of Expansion Construction Documents. 


                     
                     
     (i)          Expansion
Construction Documents. Landlord,
at Tenant’s expense, shall cause to
be prepared construction documents consistent with the Additional Expansion Schematic Plan and Landlord,
at Landlord’s cost, shall cause to be prepared
construction documents consistent with the Conference Center Schematic Plan
(collectively, “Expansion Construction Documents”), to be
approved by Tenant pursuant to Section
5(d)(ii). The Expansion Construction Documents shall be signed and sealed by a reputable architect or professional engineer
(where applicable) licensed and registered in the Commonwealth of Pennsylvania
and shall contain, at a minimum, floor plans, reflected ceiling plans, power and telephone plans, mechanical
plans, electrical plans, fire protection plans and all other details and schedules which designate the
locations and specifications for all mechanical, electrical, fire protection
and life safety equipment to be installed in the Additional Expansion Premises
and the Conference Center, and all partitions, doors, lighting fixtures,
electric receptacles and switches, telephone outlets, special air conditioning
and other improvements to be installed within the Additional Expansion Premises
and Conference Center. Landlord, at its sole option, may prepare separate
Expansion Construction Documents for the Additional Expansion Premises and the
Conference Center.


                     
                     
     (ii)         Tenant
Approval. Landlord shall submit
for Tenant’s approval the Expansion Construction Documents for the
Additional Expansion Premises and the Conference
Center (which submission by Landlord and subsequent approval or comments by
Tenant may occur separately), in accordance with the following procedural
requirements:


	
 

	
 

	
 

	
 


	
 

	
         
           
                       
       (A)          
  Tenant shall review each draft of the Expansion Construction Documents
  received from Landlord, and either (a) approve the same or (b) return the same to Landlord with a written
  notice detailing only those requested modifications which are required in
  order to correct material deviations from the Additional Expansion Schematic Plan and/or the Conference Center
  Schematic Plan, in either event within five (5) business days after receipt
  thereof from Landlord. Any other





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changes to the Expansion Construction Documents
  desired by Tenant shall be requested under

  Section 5(i).


	
 

	
 


	
 

	
         
           
                       
       (B)          If
Tenant shall return the Expansion
  Construction Documents to Landlord in timely fashion with written
  requested modifications, Landlord shall,
  subject to Section 5(d)(ii)(D), revise the Expansion Construction Documents
  within a reasonable period of time and resubmit same to Tenant for
  approval pursuant to Section 5(d)(ii)(A),
  until the Expansion Construction Documents are approved.


	
 

	
 

	
 

	
 


	
 

	
         
           
                       
       (C)          The
Expansion Construction Documents shall be
  deemed approved by Tenant upon the first to occur of (i) Landlord’s receipt
  of Tenant’s written notice
  approving same, or (ii) Tenant’s failure to deliver written notice to Landlord either approving or suggesting
  modifications of the Expansion Construction Documents of the sort
  permitted under Section 5(d)(ii)(A), within the time required under Section 5(d)(ii)(A), or (iii) if all of Tenant’s
  requested modifications of the Expansion Construction Documents are disapproved by Landlord pursuant to
  Section 5(d)(ii)(D).


	
 

	
 

	
 

	
 


	
 

	
         
           
                       
       (D)          Landlord
shall not unreasonably disapprove modifications
  of the Expansion Construction Documents requested by Tenant pursuant to Section 5(d)(ii)(A). Without limiting the
  generality of the foregoing, Tenant acknowledges
  that it shall be reasonable for Landlord to disapprove modifications requested
  by Tenant under this Section 5(d)(ii) because the work detailed in the
  proposed modification is inconsistent
  with the work contemplated in the Additional Expansion Schematic Plan
  or the Conference Center Schematic Plan, or because the work detailed in the
  proposed modification; (a) is likely to adversely affect Building systems,
  the structure of the Building or the
  safety of the Building and/or its occupants; (b) might impair Landlord’s ability to furnish services to
  Tenant or other tenants in the Building; (c) would materially increase the cost of operating the
  Building; (d) would violate any governmental laws, rules or ordinances (or
  interpretation thereof); (e) contains or uses hazardous or toxic materials or
  substances; (f) would adversely affect the appearance of the Building; (g)
  might adversely affect another tenant’s premises; (h) is prohibited by a
  ground lease affecting the Building or any mortgage, trust deed or other
  instrument encumbering the Building; or (i) is likely to be substantially
  delayed because of unavailability or shortage of labor or materials necessary
  to perform such work or the difficulties
  or unusual nature of such work. The foregoing reasons, however, shall not be the
  only reasons for which Landlord may withhold its approval whether or not such
  other reasons are similar or dissimilar
  to the foregoing. Neither the preparation by or for Landlord of the
  Additional Expansion Schematic Plan, the Conference Center Schematic Plan or the Expansion Construction Documents,
  nor Landlord’s performance, supervision or monitoring of the construction of
  the Work, shall constitute any warranty by Landlord to Tenant of the adequacy of the design for
  Tenant’s intended use of the Additional Expansion Premises or Conference Center.





              
                   (e)          Tenant
Delays. Each of the following
shall constitute a “Tenant Delay” under this Amendment:


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     (i)           Failure
of Tenant to have given Landlord written notice approving the Expansion Construction Documents within five (5) business
days after receipt of each set of Expansion Construction Documents from
Landlord.


                     
                     
     (ii)          Any
changes to the Expansion Construction Documents requested by Tenant
following Tenant’s approval or deemed approval of such documents, or any Additional Work to the Expansion Premises (as
defined in Section 5(i)) requested by Tenant, provided that if Tenant’s request
for Additional Work to the Expansion Premises is specifically conditioned upon
its approval of Landlord’s estimate of such delay, Landlord shall promptly
notify Tenant of Landlord’s good-faith estimate of the anticipated delay, and
the Additional Work to the Expansion
Premises shall not be constructed unless Tenant shall have approved such estimated
delay within five (5) business days after receipt of such estimates.


                     
                     
     (iii)        Delays
in furnishing materials, services, supplies, labor or components that Tenant has requested be specified or required in the
Expansion Construction Documents; provided, that if Landlord anticipates
that any such item specified by Tenant will result
in Tenant Delay, Landlord shall promptly notify Tenant of Landlord’s good-faith
estimate of the anticipated delay, and the items specified by Tenant
shall not be incorporated in the Expansion
Construction Documents unless Tenant shall have approved such estimated delay within
five (5) business days after receipt of such estimate.


                     
                     
     (iv)    
    Delays
caused by the performance of or failure to perform any work or any activity in the Additional Expansion Premises and/or
the Conference Center by Tenant or any of its employees, agents, or
contractors. 


                     
                     
     (v)         
Delays caused by any fault of Tenant or its agents, employees or contractors, including, without
limitation, its designers and consultants.



              
                   
(f)        
Substitutions and Changes. In constructing the Work, Landlord reserves
the right (a) to make substitutions of material or components of equivalent
grade and quality when and if any specified material or component shall not be
readily or reasonably available, and (b) to make changes to the work
necessitated by conditions met in the course of construction, provided that if
Landlord reasonably believes any change is material and substantial in nature,
then Tenant’s approval of such change shall first be obtained (which approval shall not be unreasonably withheld so
long as there shall be general conformity with the Expansion Construction
Documents and shall be deemed given unless withheld in writing within five
(5) days following Landlord’s request therefor). 


              
                   
(g)        
Landlord’s Contractor. The Work is to be
performed by Landlord’s
contractor, which shall be selected by Landlord.


              
                   (h)     
   Tenant’s Expansion Representative’s Access, Inspection, and Approval.


                     
                     
     (i) 
        
Landlord, upon reasonable notice, shall afford Tenant and Tenant’s
Expansion Representative or agent(s) access to the Additional Expansion
Premises and Conference
Center, at reasonable times during the course of construction and at Tenant’s
sole risk and expense, for the purposes of inspecting work completed or in
progress, and of taking field measurements.


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     (ii)          As
to all Work performed by or on behalf of Landlord and not objected to by Tenant in accordance with
this Section 5, it shall be conclusively deemed on the Substantial Completion
Date for the Additional Expansion Premises or the Substantial Completion Date
for the Conference Center, as applicable, that such work was satisfactorily
performed in accordance with and meets the requirements of this Amendment;
provided, however, that the foregoing
presumption shall not apply: (i) to latent defects in such work which could
not reasonably have been discovered by the Substantial Completion Date for the
Additional Expansion Premises or the Substantial Completion Date for the
Conference Center Work, as applicable, provided Tenant notifies Landlord
thereof within sixty (60) days after such date, or (ii) to defects discoverable
by a visual inspection or by ordinary use of the Additional Expansion Premise
or the Conference Center for the purpose for which each space is leased in this
Amendment, provided Tenant notifies Landlord thereof within sixty (60) days
after the Substantial Completion Date for
the Additional Expansion Premises or the Substantial Completion Date for the
Conference Center, as applicable. As to any item of Work remaining to be
completed hereunder after the Substantial Completion Date for the Additional
Expansion Premises or the Substantial
Completion Date for the Conference Center, as applicable, the parties shall
jointly prepare a punch-list on or about such dates, and Landlord shall
complete such items within sixty (60) days
thereafter (except for items which cannot reasonably be completed within such
sixty (60) day period, which items shall be completed as promptly as
practicable using diligent efforts thereafter).



              
                   (i)
          Additional Work to the Expansion Premises.
Upon Tenant’s written request and submission by Tenant (at Tenant’s sole cost
and expense) of the necessary information and/or plans and specifications for
work other than the work described in the approved
Additional Expansion Schematic Plan and the Conference Center Schematic Plan
(and the Expansion Construction Documents prepared consistent therewith) (“Additional
Work to the Expansion Premises”) and the approval by
Landlord of such Additional Work to the Expansion Premises which approval
Landlord agrees shall not be unreasonably withheld, Landlord shall perform such
Additional Work to the Expansion Premises, at Tenant’s sole cost and expense, subject, however, to the following provisions of
this Paragraph (i). Prior to commencing any Additional Work to the
Expansion Premises requested by Tenant, Landlord shall submit to Tenant a
written statement of the cost of such Additional Work to the Expansion
Premises, and an additional charge payable to Landlord in the amount of five
percent (5%) of the total cost of the
Additional Work to the Expansion Premises as compensation for Landlord’s
general conditions (such fee and additional charge being hereinafter
referred to collectively as “Landlord’s
Expansion Compensation”) and, concurrently with such statement of cost,
Landlord shall also submit to Tenant a proposed tenant extra order (the
“Expansion TEO”) for the Additional Work to the Expansion Premises in
the standard form then in use by Landlord. Tenant
shall execute and deliver to Landlord such Expansion TEO and shall pay to
Landlord the entire cost of the Additional Work to the Expansion
Premises, including Landlord’s Expansion Compensation
(as reflected in Landlord’s statement of such cost), within five (5) days after Landlord’s submission of
such statement and Expansion TEO to Tenant. If Tenant fails to execute
or deliver such Expansion TEO or pay the entire cost of such Additional Work to
the Expansion Premises within such 5-day
period, then Landlord shall not be obligated to do any of the Additional
Work to the Expansion Premises and may proceed to do only the Additional
Expansion Work, as specified in the approved Expansion Construction Documents. 


6







              
                   (j)          Tenant’s
Contractors. During the Term

of the Lease, as amended hereby,
in making any alterations and improvements or performing any other work of any
kind within the Additional Expansion
Premises and the Conference Center through the services of any contractor
or contractors, the following conditions shall be fulfilled, and Tenant, by
undertaking to have such work performed by its contractor or contractors, shall
be deemed to have agreed to cause such
conditions to be fulfilled:


                     
                     
     (i)          Prior
to commencing any such work, Tenant shall (a) furnish
Landlord with a written description of the proposed work and reasonably
detailed plans and specifications therefor and (b) obtain the approval of
Landlord, in writing, for the specific work it proposes to perform and
all such plans and specifications.


                     
                     
     (ii)         The
work shall be performed at Tenant’s expense by responsible contractors and subcontractors
approved in advance by Landlord, who shall not in Landlord’s sole opinion, and who in fact do not, prejudice Landlord’s
relationship with Landlord’s contractors or subcontractors or the
relationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations.
Tenant’s contractors and subcontractors shall comply with all insurance
requirements and undertakings set forth in Exhibit
D attached to the Lease, as the same may be changed by written notice from
Landlord to Tenant from time to time during the Term.


                     
                     
     (iii) 
       Each
of such contractors being paid $5,000.00 or more shall, prior to the
commencement of their work and not later than ten (10) days after the execution of their respective contracts, file
waivers of mechanic’s liens in the appropriate public office, which waivers
shall be effective to preclude the filing of any mechanic’s liens on account of
the work to be performed by any of Tenant’s contractors, subcontractors or
materialmen.


                     
                     
     (iv)         No
such work shall be performed in such manner or at such times as to interfere
with any work being done by any of Landlord’s contractors or subcontractors in the Additional Expansion
Premises, the Conference Center or in or about the Property generally. Landlord shall, however, endeavor to allow Tenant
access for such work at the earliest
time after the Substantial Completion Date for the Additional Expansion
Premises or the Substantial Completion Date for the Conference Center,
as applicable, consistent with the restrictions of this Paragraph (j).
Tenant’s contractors and subcontractors shall be subject to the decisions of Landlord’s contractor as to such
matters and as to avoidance of interference with other tenants of the Building
or the work of other tenants’ contractors and subcontractors, but Landlord’s
contractor shall not be responsible for any aspect of the work performed by
Tenant’s contractors or subcontractors or for
the coordination of the work of Landlord’s contractors or others with Tenant’s
contractors.


                     
                     
     (v)          Except
as otherwise set forth in this Paragraph (j), all such work shall be subject to
the requirements and provisions of Section 10.6, 10.7 and 25 of the Lease.


                     
                     
     (vi)         Tenant
and its contractors and subcontractors shall be solely responsible for the
transportation, safekeeping and storage of materials and equipment used in the performance of their work, for the
removal of waste and debris resulting therefrom,


7







and for any damage caused by
them to any installations or work performed by Landlord’s, or any other tenant’s, contractors and subcontractors.


                    6.          Term.


             
                  
(a)          Additional
Expansion Premises
Commencement Date. The Term of the Lease with respect to the
Additional Expansion Premises shall commence on the date (the “Additional Expansion Premises Commencement
Date”) which
is the earlier of (i) the date on which Tenant or anyone claiming under or
through Tenant first enters the Additional Expansion Premises or any
portion thereof for purposes of occupying the same for any reason or performing any work or services therein or (ii)
the date of Substantial Completion of the Additional Expansion Premises. Tenant
covenants that it shall accept possession of the Additional Expansion
Premises on the Additional Expansion Premises Commencement Date and thereafter continuously occupy the Additional
Expansion Premises during the entire Term (as extended by Section 6(e) below),
subject only to the rights of sublease or assignment contained in the Lease, as amended hereby.



             
                  (b)          Conference
Center Commencement
Date. The Term of the Lease with respect to the Conference Center shall
commence on the date (the “Conference Center Commencement Date”) which
is the earlier of (i) the date on which Tenant or anyone claiming under or
through Tenant first enters the Conference Center or any portion thereof for purposes
of occupying the same for any reason or performing any work or services therein
or (ii) the date of Substantial Completion
of the Conference Center. Tenant covenants that it shall accept
possession of the Conference Center on the Conference Center Commencement Date
and thereafter continuously occupy the
Conference Center during the entire Term (as extended by Section 6(e) below), subject only to the rights of
sublease or assignment contained in the Lease, as amended hereby. 


             
                  (c)          Extension
of Term. As
of the Additional Expansion Premises Commencement
Date, the third sentence of Section 3.1 of the Lease is deleted in its entirety
and replaced with the following:


                      
        “The Term shall continue until
that date (the “Termination Date”) which is the last day of the sixtieth (60th) full calendar month
after the calendar month in which the Conference
Center Commencement Date occurs.” 



             
                  (d)          Substantial
Completion. The
term “Substantially Completed” shall mean that state of completion of
the Additional Expansion Work or the Conference Center, as applicable, which will, except for any improvements or work to be
performed by Tenant, allow Tenant to utilize the Additional Expansion Premises
(“Substantial Completion of the Additional Expansion Premises”) or the
Conference Center (“Substantial Completion of the Conference Center”)
for their intended purpose without material interference to the customary
business activities of Tenant by reason of the completion of any work being
performed by Landlord, provided
Substantial Completion of the Additional Expansion Premises or Substantial Completion of the Conference Center cannot occur
unless there is available to the Additional Expansion Premises or the Conference Center, as applicable: (1)
reasonable quantities of those utility
services required to be furnished by Landlord under the terms of the Lease and
(2) reasonable access through a ground floor entranceway of the Building and
that portion of the lobby area of
the Building leading from such entranceway to the Additional Expansion Premises 


8







or Conference Center, as
applicable. The Additional Expansion Premises and the Conference Center shall
be deemed to be Substantially Completed notwithstanding that minor or
insubstantial details of construction, decoration or mechanical adjustment
remain to be performed. Landlord presently anticipates that the date of
Substantial Completion of the Additional Expansion Premises and the date
of Substantial Completion of the Conference Center will be on or about the ninetieth (90th) day after the date
on which Landlord receives of all permits
necessary to complete the work in the space in question. The term “Date of Substantial
Completion of the Additional Expansion Premises” shall mean the earlier of
(i) the date on which the Additional Expansion Work is Substantially Completed
or (ii) the date that the Additional Expansion Work would have been
Substantially Completed but for any Tenant Delay. The term “Date of
Substantial Completion of the Conference Center” shall mean the earlier of
(i) the date on which the Conference Center
Work is Substantially Completed or (ii) the date that the Conference Center
Work would have been Substantially Completed but for any Tenant Delay.


                    Notwithstanding
anything contained herein to the contrary, Tenant and Landlord acknowledge
that, as of March 21, 2006, Tenant Delay has occurred pursuant to the terms of Paragraph (d)(ii) of Section 2 of the Second
Amendment and Tenant has received notice of the same from Landlord in
accordance with the Lease. As a result of the Tenant Delay, Tenant shall
commence paying Minimum Rent for the 22,333 square feet of space Tenant agreed
to lease under the Second Amendment as of June 2, 2006 (which date
Landlord and Tenant acknowledge is the date
that the 22,333 square feet of space Tenant agreed to lease under the Second Amendment would have been Substantially Complete
but for Tenant Delay under the Second Amendment).


         
                     
(e)          Confirmation
Agreement. On or about the Conference Center Commencement Date, Landlord shall prepare and
Landlord and Tenant shall each promptly execute, acknowledge and deliver to one
another an agreement in form substantially as set forth in Exhibit A attached hereto and made a
part hereof.


                    7.          Tenant’s
Termination Option. As of the Conference Center Commencement
Date:

                                (a)
          Tenant shall have the one-time option to terminate the Lease effective as of the last day of the thirty-sixth
(36th) full calendar month after the Conference Center Commencement Date (the “End Date”),
by delivery of written notice of termination to Landlord at least seven (7) months prior to the End Date; provided,
however, that Tenant may only
exercise such termination option if, prior to Tenant’s giving notice of such
exercise, (i) Tenant has sold all or substantially all of the assets of its
subsidiary, NextGen Healthcare Information Systems, a California corporation (“Next
Gen”), in an arm’s length sale to a person or entity that is not an affiliate of either Tenant or Next Gen, or
(ii) Tenant has requested and Landlord has advised Tenant in writing within
twenty days from the date of Landlord’s receipt of Tenant’s request that Landlord is unable to
provide expansion space for Tenant in the Building. Tenant’s notice exercising such termination
option shall be irrevocable. As material consideration for the option to
terminate herein set forth, Tenant shall deliver to Landlord at least ninety (90) days prior to the End Date Tenant’s
good bank check for the “Termination Fee” (as defined below). In
calculating the Termination Fee, it will be assumed the “Lease Costs”
(as defined below) for the Expansion Premises, the Additional Expansion
Premises and the


9







Conference
Center were financed at a fixed interest rate of ten percent (10) per annum
with three (3) sixty (60)
month self-amortizing loans paid in sixty (60) equal monthly installments due
on the first day of each calendar month, commencing on the Rent Commencement
Date for the Expansion Premises, the Additional Expansion Premises Commencement
Date, and the Conference Center
Commencement Date respectively, and the “Termination Fee” will be the
sum of the principal balance that would remain outstanding under each of
those loans following payment of the
monthly installments owing for the calendar month in which the End Date occurs. The term “Lease
Costs” means the sum of the following
(i) Landlord’s out of pocket contract
or purchase price(s) for materials, components, labor, change order, services,
insurance requirements, “general conditions”, permits, and all other costs
necessary to complete the Expansion Work and/or the Work, plus (ii) Landlord’s
professional, designer, architectural and engineering fees and costs,
including, without limitation, the cost of review, preparation and revision to drawing and other plans relating to
the Expansion Work and/or the Work, plus (iii) all leasing commission
paid by Landlord in connection with the First Amendment and/or this Amendment,
plus (vi) Landlord’s reasonable legal costs incurred and paid in negotiation
and preparing the Lease and/or this
Amendment. Notwithstanding anything to the contrary contained herein, at
Landlord’s option, Tenant’s termination of the Lease pursuant to this Section 4
shall be ineffective if an Event of Default exists either at the time of
Tenant’s exercise of its termination option or at the End Date. Failure of Tenant
to timely exercise the option herein grated (“exercise” meaning both the giving
of the requisite notice and the payment of the Termination Fee) shall
constitute Tenant’s irrevocable waiver of such option. 


                      
          (b)          Section
3.6 of the Lease is deleted in its entirety.



              
      8.          Renewal
Option. As of the

Additional Expansion Premises Commencement
Date, Section 3.7(v)(2) of the Lease is deleted and replaced with “the annual
rate of Minimum Rent payable by Tenant during    the portion of the Lease Year
immediately preceding the commencement of the Renewal Term.”  



                    9.          Minimum
Rent. 



                      
          (a) 
         Minimum
Rent as of June 2, 2006. As of June 2, 2006, Section 4.1 of the Lease is deleted in its entirety and
replaced with the following: 

                      
          “ 4.1
Minimum Rent. Annual minimum rent for the Premises (“Minimum Rent”) shall be as
follows:  


10







	
 

	
 

	
 

	
 

	
 


	
June 2, 2006 through June 31
  , 2007

	
 

	
$1,080,726.94 per annum (sum of $741,712.00 for Original Premises and Expansion
Premises and $339,014.94 for additional 22,333 square
  feet)1

	
 

	
$90,060.58 per month


	
 

	
 

	
 

	
 

	
 


	
July 1, 2007 through June 31, 2008

	
 

	
$1,115,071.94 per annum (sum of $764,890.50 for Original Premises and
Expansion Premises and $350,181.44 for additional 22,333 square feet)

	
 

	
$92,922.66 per month 


	
  


	
July 1, 2008 through June 31,
  2009

	
 

	
$1,149,416.94 per annum (sum of $788,069.00 for Original Premises and
  Expansion Premises and $361,347.94
  for additional 22,333 square feet)

	
 

	
$95,784.75 per month


	
 

	
 

	
 

	
 

	
 


	
July 1,2009 through June 31, 2010

	
 

	
$1,183,761.94 per annum (sum of $811,247.50 for Original Premises and
Expansion Premises and $372,514.44 for additional 22,333 square feet)

	
 

	
$98,646.83 per month 


	
 

	
 

	
 

	
 

	
 


	
July 1, 2010 though June 31, 2011

	
 

	
$1,218,106.94 per annum (sum of $834,426.00 for Original Premises and
  Expansion Premises and $383,680.94
  for additional 22,333 square feet)

	
 

	
$101,508.91 per month





                  
            (b)          
Additional
Expansion Premises Minimum Rent As of the Additional Expansion Premises Commencement Date, Section 4.1 of the
Lease is deleted in its entirety and
replaced with the following:



                   
           “4.1        Minimum
Rent. Annual minimum rent for the Premises (“Minimum Rent”) shall be as follows, with “Anniversary of Rent
Commencement Date” meaning
the first day of the calendar month in which the Additional Expansion Premises 


	
 

	
 








1  Tenant shall pay Minimum Rent for 22,333
square feet of the Additional Expansion Premises

            commencing on June 2, 2006 due to the Tenant Delay occurring under the Second

            Amendment and in accordance with Section 6(f) hereunder.


11







Commencement Date occurs, if the Additional Expansion
Premises Commencement Date is the first day of a calendar month, or the first
day of the first full calendar month following the month in which the Additional Expansion Premises
Commencement Date occurs, if the Additional Expansion Premises Commencement
Date is a day other the first day of a calendar month:


	
 

	
 

	
 

	
 

	
 


	
Additional Expansion Premises
  Rent Commencement Date through First Anniversary of Rent Commencement
  Date

	
 

	
$1,124,703.40 per annum (sum of $741,712.00 for Original Premises and Expansion
Premises and $382,991.40 for
  Additional Expansion Premises)

	
 

	
$93,725.28 per month


	
 

	
 

	
 

	
 

	
 


	
First Anniversary of Rent Commencement Date through Second Anniversary of Rent
Commencement
  Date

	
 

	
$1,160,496.90 per annum (sum
  of $764,890.50 for Original Premises and Expansion Premises and $395,606.40 for Additional
  Expansion Premises)

	
 

	
$96,708.08 per month


	


	
 

	
 

	
 

	
 


	
Second Anniversary of Rent Commencement Date through Third Anniversary of Rent
Commencement
  Date

	
 

	
$1,196,290.40 per annum (sum of $788,069.00 for Original Premises and Expansion
Premises and $408,221.40
  for Additional Expansion Premises)

	
 

	
$99,690.87 per month


	
 

	
 

	
 

	
 

	
 


	
Third Anniversary of Rent Commencement Date through Fourth Anniversary of Rent
Commencement
  Date

	
 

	
$1,232,083.90 per annum (sum
  of $811,247.50 for Original
  Premises and Expansion Premises and $420,836.40
  for Additional Expansion Premises)

	
 

	
$102,673.66 per month 


	
 

	
 

	
 

	
 

	
 


	
Fourth Anniversary of Rent Commencement Date through Fifth Anniversary of Rent
Commencement
  Date

	
 

	
$1,267,877.40 per annum (sum of
  $834,426.00 for Original Premises and Expansion Premises and $433,451.40 for Additional Expansion Premises)

	
 

	
$105,656.45 per month





                              (c)           Conference
Center Minimum Rent. As of the Conference Center Commencement Date, Section
4.1 of the Lease is deleted in its entirety and replaced with the following:



                              “4.1         Minimum
Rent. Annual minimum rent for the Premises (“Minimum Rent”) shall be
as follows, with “Anniversary of Rent Commencement Date”  


12







meaning the first day of the
calendar month in which the Conference Center Commencement Date occurs, if the Conference Center
Commencement Date is the first day of a calendar month, or the first day
of the first full calendar month following the month in which the Conference Center Commencement Date occurs, if the Conference
Center Commencement Date is a day other
the first day of a calendar month:


	
 

	
 

	
 

	
 

	
 


	
Conference Center Rent Commencement Date through First Anniversary of Rent
Commencement Date

	
 

	
$1,219,502.50
  per annum (sum of $741,712.00 for Original
  Premises and Expansion Premises and $477,790.50 for Second Expansion
  Premises)

	
 

	
$101,625.21
  per month 


	
 

	
 

	
 

	
 

	
 


	
First Anniversary of Rent Commencement Date through Second
  Anniversary of Rent Commencement Date

	
 

	
$1,258,418.50
  per annum (sum of $764,890.50
  for Original Premises and Expansion
  Premises and $493,528.00 for Second Expansion Premises)

	
 

	
$104,868.21
  per month 


	
 

	
 

	
 

	
 

	
 


	
Second Anniversary of Rent
  Commencement Date through Third
  Anniversary of Rent Commencement Date

	
 

	
$1,297,334.50
  per annum (sum of $788,069.00 for Original Premises and Expansion Premises and $509,265.50 for Second Expansion Premises)

	
 

	
$108,111.21 per
  month 


	
 

	
 

	
 

	
 

	
 


	
Third Anniversary of Rent Commencement Date through Fourth
  Anniversary of Rent Commencement Date

	
 

	
$1,336,250.50
  per annum (sum of $811,247.50 for Original Premises and Expansion Premises and $525,003.00
  for Second Expansion Premises)

	
 

	
$111,354.21
  per month 


	
 

	
 

	
 

	
 

	
 


	
Fourth Anniversary of Rent
  Commencement Date through Fifth
  Anniversary of Rent Commencement Date

	
 

	
$1,375,166.50 per annum
  (sum of $834,426.00 for Original Premises and Expansion Premises and $540,740.50 for Second Expansion
  Premises)

	
 

	
$114,597.21 per month





                    Landlord
and Tenant acknowledge and agree that if the Additional Expansion Premises Commencement Date and the Conference
Center Commencement Date shall occur on the same date, Minimum Rent shall be
calculated and payable in accordance with Section 9(c).


13







                     
              (d)          All
Minimum Rent shall be payable in equal monthly installments due on the first
day of each month without demand, deduction or set-off, at the following
address (or at such other address of
which Landlord shall hereafter give Tenant written notice):


	
 

	
 


	
 

	
HUB Properties LLC

  P.O. Box 845559
Boston, MA 02284-5559





                    10.          Base
Year. As of the Additional
Expansion Premises Commencement Date, the
Definition of “Base Year” set forth in Section 1 of the Lease is deleted in its
entirety and replaced with the following:



                     
              “Base
Year: The term “Base Year” shall mean calendar year 2006.” 



             
       11.          Signage. As
of the
Additional Expansion Premises Commencement Date, Tenant shall be permitted to
increase its square footage of monument signage at the Property to a number of square feet equal to 70.76% of the
monument signage square footage permitted by Horsham Township for the Property
less the square footage of any Building identification signage desired by
Landlord, subject to the reasonable approval of Landlord and subject to
Tenant’s obtaining all necessary permits for such signage from Horsham
Township. All signage shall be
erected, and all permits obtained therefor, at Tenant’s sole cost and expense. 


                    12.
          Parking
. As
of the Additional Expansion Premises Commencement Date, Section 30.7 of the
Lease is amended by adding the following to the end thereof:


	
 

	
 


	
 

	
                           “In
  addition to the foregoing rights, Tenant shall have the exclusive use of 10 parking spaces on the Property at the
  location depicted on the “Parking Plan” attached as Exhibit B hereto and made a part
  hereof. Tenant shall be solely responsible for monitoring the use of and erecting and maintaining the signage for the
  ten (10) spaces and for all costs and expenses associated therewith. Landlord
  shall have no obligation to install or maintain signage or police parking in
  or around Tenant’s ten (10) reserved spaces. Landlord reserves the right to
  alter, modify, construct, relocate or substitute parking areas and facilities from time to time,
  provided that the number of parking spaces guaranteed for Tenant’s exclusive use hereunder shall not thereby be
  reduced.”






                    13.          Supplemental
HVAC Units. As of the Additional Expansion Premises Commencement Date, Section 8.1
of the Lease is amended by adding the following section to the end thereof:  


                    “Section 8.1.3 HVAC Upgrade.
Landlord shall cause, at Landlord’s sole cost and expense, the heating
and air-conditioning units servicing the 2nd floor computer room
(the “Computer Room”), located as shown on Exhibit C, attached hereto
and incorporated herein (the “HVAC Units”),
to be inspected by a contractor selected by Landlord in Landlord’s reasonable discretion. In a timely manner thereafter,
Landlord shall cause, at Landlord’s sole cost and expense, the HVAC
Units to be upgraded, replaced, refurbished or serviced as recommended by
Landlord’s contractor in order that the HVAC Units provide sufficient
supplemental heating and air-conditioning
service to the Computer Room, according to specifications (the
“Specifications”) to be mutually and reasonably agreed upon by Landlord and
Tenant (the


14







“HVAC Upgrade”). At such time as the HVAC Upgrade is
complete, the HVAC Units shall be Tenant’s sole obligation to maintain, repair
or replace.


                    Tenant
shall bear all costs and expenses related to the maintenance and operation of
the HVAC Units. Without limiting the generality of the foregoing, during the
Term Tenant shall maintain in force a maintenance contract with a reputable
HVAC service contractor approved by Landlord
(which approval shall not be unreasonably withheld or delayed) providing for
quarterly inspection and maintenance of the HVAC Units, and Tenant shall
furnish to Landlord a copy of said contract from time to time upon Landlord’s request.


                    Notwithstanding
anything contained herein to the contrary, at the conclusion of the HVAC
Upgrade, Landlord shall provide Tenant with either a one-year warranty or
service contract covering major components of the HVAC Units. During the term
of such contract or warranty, Tenant shall
maintain the HVAC Units and adhere to the Specifications as written and the
maintenance requirements required by the contract or warranty to keep the same
in effect. The HVAC Units shall remain the property of Landlord at the
expiration or sooner termination of the Term.


                    Section
8.1.4 Additional Supplemental HVAC
Units. Landlord shall provide to Tenant
the supplemental HVAC units (the “Supplemental HVAC Units”) currently located
in the Additional Expansion Premises in “AS-IS” condition to serve the
computer room located in the Additional
Expansion Premises (the “Additional Computer Room”). It shall be Tenant’s sole obligation
to maintain, repair or replace the Supplemental HVAC Units.


                    Tenant
shall bear all costs and expenses related to the maintenance and operation of
the Supplemental HVAC Units. Without limiting the generality of the foregoing,
during the Term Tenant shall maintain in force a maintenance contract with a
reputable HVAC service contractor approved
by Landlord (which approval shall not be unreasonably withheld or delayed) providing
for quarterly inspection and maintenance of the Supplemental HVAC Units, and
Tenant shall furnish to Landlord a copy of said contract from time to time upon
Landlord’s request.


                    Notwithstanding
anything contained herein to the contrary, Landlord shall provide Tenant
with either a one-year warranty or service contract covering major components
of the HVAC Units commencing on the Additional Expansion Premises Commencement
Date. During the term of such contract or
warranty, Tenant shall maintain the HVAC Units and adhere to the maintenance
requirements required by the contract or warranty to keep the same in effect.
The HVAC Units shall remain the property of Landlord at the expiration or
sooner termination of the Term.”


                    14.          Right
of First Offer. As of the Additional Expansion Premises Commencement Date, Sections 2.3.1 and 2.3.2 of the Lease are hereby deleted in their entirety and
replaced with the following:


                     “2.3.1     Provided
that this Lease is in full force and effect, with at least twenty-four (24)
months then remaining in the Term (including the Renewal Term, if Tenant shall
have timely exercised its Renewal Option
under the Lease) and provided no uncured Event of Default


15







then exists hereunder, and
further provided that Landlord shall have received a bona fide request for
proposal with respect to all or any portion of the space located on the first
floor of the Building and adjacent to the Additional Expansion Premises, as
shown on the schematic plan prepared by Space Design Incorporated, dated March
27, 2006, drawing SK6A/01, attached hereto as Exhibit D and incorporated
herein (the “Available Space”), Landlord shall first offer the Available Space
to Tenant on the same terms and conditions (including, without limitation, length of term and rate of minimum rent) as
Landlord would propose to the unrelated third party which has requested
a proposal.


                    2.3.2  Landlord’s
offer shall take the form of a written
notice to Tenant setting forth the Rentable Area of the Available Space
proposed to be leased, the date it is expected to be available, the proposed terms and conditions of lease and a floor
plan of the space in question. Tenant shall have ten (10) business days
after the date Tenant receives Landlord’s offer (“Landlord’s Offer”) to
accept or decline the same without modification, provided that, notwithstanding
anything contain herein to the contrary, Tenant shall have no right to accept Landlord’s
Offer for the Available Space unless Tenant, in addition to leasing any portion
of the Available Space contained in Landlord’s offer, agrees to lease that
portion of the Available Space identified as “Nextgen Phase IV-Expansion” on
the schematic plan attached hereto as Exhibit D if such space is not
lease to another tenant. In the event that Tenant does not accept Landlord’s
offer in writing (and without modification) within ten (10) business days
after the date on which Tenant receives Landlord’s offer, then Landlord shall
be free to lease the Available Space to the
party issuing the bona fide request for a proposal. In the event that Tenant
accepts Landlord’s offer in writing (without modification) within such time
period, Landlord and Tenant shall have thirty (30) days from the date of Tenant’s
acceptance in which to enter into a lease agreement for the Available Space or
Landlord shall be free to lease the Available Space to any prospective tenant.
Provided Landlord and Tenant enter into such lease agreement, Tenant shall
begin paying rent for the Available Space on a date that is no later than four
(4) months from the date of execution of the lease agreement. Landlord and
Tenant acknowledge and agree that if the Available Space subsequently becomes
available again, Tenant shall have the same right of first offer contained
herein.”


[REMAINDER OF PAGE
LEFT BLANK INTENTIONALLY]


16







                    15.          Ratification
of Confession of Judgment.


                                   SECTION
17.2 OF THE LEASE PROVIDES FOR THE CONFESSION
OF JUDGMENT AGAINST TENANT FOR MONEY AND FOR EJECTMENT.
IN CONNECTION THEREWITH, TENANT, KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND UPON ADVICE OF SEPARATE COUNSEL, UNCONDITIONALLY
WAIVED ANY AND ALL RIGHTS IT MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS
AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA. TENANT HEREBY
RATIFIES AND CONFIRMS SECTION 17.2 OF THE LEASE AND CONFIRMS THAT SUCH SECTION APPLIES
TO THE RENT DUE WITH RESPECT TO THE ADDITIONAL EXPANSION PREMISES AND LANDLORD’S
POSSESSION OF THE ADDITIONAL EXPANSION PREMISES.
SPECIFICALLY, TENANT ACKNOWLEDGES THAT THE LEASE, AS AMENDED HEREBY,
PROVIDES FOR THE CONFESSION OF JUDGMENT AGAINST
TENANT FOR MONEY DUE UNDER THE LEASE, AS AMENDED HEREBY, AND FOR EJECTMENT WITH RESPECT TO THE ENTIRE PREMISES. TENANT
(I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LANDLORD
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LANDLORD WILL NOT SEEK TO EXERCISE OR ENFORCE ITS RIGHTS TO CONFESS JUDGMENT
UNDER THE LEASE, AS AMENDED HEREBY, AND (II) ACKNOWLEDGES
THAT THE EXECUTION OF THE LEASE AND THIS AMENDMENT BY LANDLORD HAS BEEN MATERIALLY INDUCED BY, AMONG OTHER
THINGS, THE INCLUSION IN THE LEASE AND IN THE AMENDMENT OF SAID RIGHTS TO CONFESS JUDGMENT AGAINST TENANT.
TENANT FURTHER ACKNOWLEDGES THAT IT HAD THE OPPORTUNITY TO DISCUSS SAID PROVISIONS
WITH TENANT’S INDEPENDENT LEGAL COUNSEL AND THAT THE MEANING AND EFFECT OF SUCH
PROVISIONS HAS BEEN FULLY EXPLAINED TO
TENANT BY SUCH COUNSEL, AND AS EVIDENCE OF SUCH FACT AN AUTHORIZED OFFICER OF TENANT SIGNS HIS OR HER
INITIALS IN THE SPACE PROVIDED BELOW.


	
 

	
 


	
 

	



	
 

	



	
 

	
(Tenant’s Initials) 





                    16.          Limitation
of Liability. In addition to
any other limitations of Landlord’s liability as contained in the Lease, as
amended hereby, the liability of Landlord (and its partners, shareholders or
members) to Tenant (or any person or entity claiming by, through or under
Tenant) for any default by Landlord under the terms of the Lease, as amended
hereby, or any matter relating to or arising out of the occupancy or use of the
Premises and/or other areas of the Building shall be limited to Tenant’s actual
direct, but not consequential, damages therefor and shall be recoverable only
from the interest of Landlord in the Building, and Landlord (and its partners,
shareholders or members) shall not be personally liable for any deficiency.


17







                    17.          Brokerage.
Landlord and Tenant each warrant to the other that it has not dealt with
any broker or agent in connection with the negotiation or execution of this Amendment
other than The Flynn Company and Kern Olsen Real Estate Services, whose commissions
shall be paid by Landlord pursuant to a separate written agreement. Tenant and Landlord
shall each indemnify the other against all costs, expenses, attorneys’ fees,
and other liability for commissions or other compensation claimed by any other
broker or agent claiming the same by, through, or under the indemnifying party.


                    18.          Ratification.
Tenant hereby ratifies
and confirms its obligations under the Lease, as amended hereby, and represents
and warrants to Landlord that Tenant has no defenses thereto. Additionally, Tenant further confirms and ratifies that, as of
the date hereof, (a) the Lease is and remains in good standing and in
full force and effect, and (b) Tenant has no claims, counterclaims, set-offs
or defenses against Landlord arising out of the Lease or in any way relating
thereto or arising out of any other transaction between Landlord and Tenant.


                    19.          Binding
Effect; Inconsistency;
Governing Law. Except as amended hereby, the Lease shall
remain in full effect and this Amendment shall be binding upon Landlord and
Tenant and their respective successors and assigns. If any inconsistency exists
or arises between the terms of the Lease and the terms of this Amendment, the
terms of this Amendment shall prevail. This
Amendment shall be governed by the laws of the Commonwealth of Pennsylvania.


                    20.          Counterparts.
This
Amendment may be executed in one or more counterparts, each of which
shall constitute an original but all of which together shall constitute one and
the same Amendment.


[execution
on following page]


18







Executed as of the date first written above.


	
 

	
 


	
 

	
LANDLORD:




	
 

	
HUB PROPERTIES LLC,


	
 

	
a
  Massachusetts limited liability company






	
 

	
 

	
 


	
 

	
By:

	
MA
  PO, LLC,


	
 

	
 

	
a
  Delaware limited liability company, 


	
 

	
 

	
its
  Managing Member








	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
 

	
Name: Jennifer B. Clark


	
 

	
 

	
Title: Vice President










	
 

	
 

	
 

	
 


	
 

	
TENANT:


	
 

	
 


	
 

	
QUALITY SYSTEMS, INC.,


	
 

	
a
  California corporation


	
 

	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 

	
 

	
Name:

	
Paul Holt


	
 

	
 

	
Title: CFO





19







EXHIBIT A


CONFIRMATION AGREEMENT OF LEASE TERM


                    THIS
IS AN AGREEMENT dated as of the _______ day
of _______________200_____ by and
between HUB PROPERTIES LLC (“Landlord”) and QUALITY SYSTEMS, INC.
(“Tenant”).


WITNESSETH:


                    WHEREAS,
by an Office Lease dated May 8, 2002 between the parties hereto, as amended
by that certain Expansion and Extension Amendment to Office Lease dated October
8, 2004 (collectively, the “Lease”) Landlord leased to Tenant and Tenant
leased and took from Landlord, certain
premises at 795 Horsham Road in Horsham, Pennsylvania for the Term and upon
the terms and conditions more specifically set forth therein (the “Original
Premises and Expansion Premises”);


                    WHEREAS,
by an Amended and Restated Second Amendment to Office Lease dated ___________, 2006 between the parties hereto (the
“Amendment”), Landlord leased
to Tenant and Tenant leased and took from Landlord, certain additional premises
at 795 Horsham Road in Horsham, Pennsylvania for the Term and upon the
terms and conditions more specifically set
forth therein (the “Additional Expansion Premises and Conference center”);


                    WHEREAS,
the Amendment provides that the parties shall execute a confirmation of certain terms of the Lease, as amended, when the
Conference Center Commencement Date (as defined in the Amendment)
occurs;


                    NOW
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:


                    A.          The
Lease has not been amended except for the
Amendment and as follows:





                     B.          Tenant
is now in possession of the Original Premises, the Expansion Premises, the
Additional Expansion Premises and the Conference Center.


                    C.          Tenant
acknowledges that the Lease, as amended by the Amendment, is in full force and effect.


                    D.          The
Additional Expansion Premises Commencement Date, the Conference Center Commencement Date and the Termination Date
of the Term of the Lease (with respect to the Original Premises, the
Expansion Premises, the Additional Expansion Premises and the Conference
Center) are as follows:


Additional
Expansion Premises Commencement Date:


A-1







	
 

	
 

	
 


	
 

	
 

	
____________________ 2006


	
 

	
 


	
 

	
Conference
  Center Commencement Date:




	
 

	
 

	
____________________ 2006


	
 

	
 

	
 


	
 

	
Termination
  Date:


	
 

	
 


	
 

	
 

	
____________________, 2011


	
 

	
 





                    E.          Tenant’s
obligation to pay Rent with respect to the Additional Expansion Premises commences on the
Additional Expansion Premises Commencement Date.


                    F.          Tenant’s
obligation to pay Rent with respect to the Conference Center commences on the
Conference Center Commencement Date.


                    G.          Tenant
acknowledges that the Additional Expansion Premises and the Conference Center
are accepted by Tenant as having been constructed in accordance with the terms of the Amendment.


                    H.          Nothing
in this Agreement is intended to change or modify the rights of the parties under the
Lease, as amended by the Amendment.


                    IN
WITNESS WHEREOF, the
parties hereto have caused these presents to be executed by their duly authorized representatives
the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
LANDLORD:


	
 

	
 

	
 

	
 


	
 

	
HUB PROPERTIES LLC,


	
 

	
a
  Massachusetts limited liability company


	
 

	
 

	
 

	
 


	
 

	
By:

	
MA
  PO, LLC,

	
 


	
 

	
 

	
a
  Delaware limited liability company,


	
 

	
 

	
its
  Managing Member








	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:
  Jennifer B. Clark


	
 

	
 

	
 

	
Title:   Vice President


	
 

	
 

	
 

	
 


	
 

	
TENANT:


	
 

	
 


	
 

	
QUALITY SYSTEMS, INC.,

  a
  California corporation


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 





A-2







EXHIBIT B


PARKING PLAN


[SEE ATTACHED]


B-l















EXHIBIT C


COMPUTER ROOM


[SEE ATTACHED]


C-l















EXHIBIT D


AVAILABLE
SPACE


[SEE ATTACHED]


D-l