Exhibit
10.27


 


LEASE


 


1.            
Parties.  This Lease, dated,
for reference purposes only August 5, 2005, is made by and between 47 Limited,  LLC, with address of 2000 Clay Street, Suite 200, Denver,
Colorado 80211, (herein called “Lessor”)
and Local Matters, Inc. with address of 1517 Black St, Ste 200  Denver, Colorado (herein called “Lessee”).


 


2.            
Premises.  Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the terms and conditions set for
herein, the real property and improvements known as 12221 Auraria Parkway,
Denver, Colorado 80204. Said property including the land and all improvements
thereon, is herein called the “Premises.”


 


3.                                      
Term.


 


3.1          
Term.  The  term of this Lease shall be for a period
of five (5) years, commencing on September 1, 2005, and terminating
on August 31, 2010, unless sooner terminated pursuant to any provision
hereof.


 


3.2          
Delay in Commencement.
 Notwithstanding said commencement date, if for any reason Lessor cannot deliver possession of the Premises to Lessee on said date, Lessor
shall not be subject to any liability therefor, nor shall such failure affect
the validity of this Lease or the obligations of Lessee hereunder or extend the
term hereof, but in such case Lessee
shall not be obligated to pay rent until possession of the Premises is tendered to Lessee; provided, however, that if Lessor shall not have delivered possession
of the Premises within sixty (60)
days from said commencement date, Lessee
may, at Lessee’s option, by notice
in writing to Lessor within ten
(10) days thereafter, cancel this Lease,
in which event the parties shall be discharged from all obligations hereunder.
 If Lessee occupies the Premises prior to said commencement date,
such occupancy shall be subject to all provisions hereof, such occupancy shall
not advance the termination date, and Lessee
shall pay rent for such period at the initial monthly rates set forth below,
unless otherwise provided herein.


 


4.            
Rent.  Lessee shall pay to Lessor as rent for the Premises the rental set forth on ADDENDUM ONE, attached and incorporated
herein by this reference.  The rental shall be paid in advance, on the
first day of each month during the term hereof.  Lessee shall pay Lessor upon the execution hereof  $19,146.88 for
September, 2005.  The rent shall be payable in lawful money of the United
States to Lessor at the address
stated herein or to such other persons or at such other places as Lessor may designate in writing.


 


5.            
Security Deposit.  Lessee shall deposit with Lessor upon execution hereof the Letter of
Credit as identified in Addendum One,
as security for Lessee’s faithful
performance of Lessee’s obligations
hereunder.  If Lessee fails
to pay rent or other charges due hereunder, or otherwise defaults with respect
to any provision of this Lease, Lessor may call upon the Letter of Credit
for the payment of any rent or other charge in default or for the payment of
any other sum to which Lessor may
become obligated by reason of Lessee’s
default, or to compensate Lessor
for any loss or damage which Lessor
may suffer thereby.  If Lessor
calls upon the Letter of Credit as provided for herein and receive payment there
from, Lessee shall within ten
(10) days after written demand therefore from Lessor, restore the Letter of Credit to the full amount
required under the terms stated in this Lease
and Lessee’s failure to do so
shall be a material breach of this Lease. 
If Lessee performs all of Lessee’s obligations hereunder, said Letter
of Credit, or so much thereof as has not theretofore been applied by Lessor, shall be released from the terms
and conditions of this Lease to Lessee
within sixty (60) days after expiration of the term hereof, and  after Lessee
has vacated the Premises.


 


6.            
Use.


 


6.1          
Use.  The Premises shall be used and occupied only
for general office use and ancillary uses related thereto.


 


6.2          
Compliance with Law.  Lessee shall, at Lessee’s expense, comply promptly with all applicable
statutes, ordinances, rules, regulations, orders and requirements in effect
during the term or any part of the term hereof regulating the use by Lessee of the Premises.  Lessee
shall not use or permit the use of the Premises
in any manner that will tend to create waste or a nuisance or, if there shall
be more than one tenant of the building containing the Premises, which shall tend to disturb such
other tenants.


 


1












 


6.3          
Condition of Premises.  Lessee hereby accepts the Premises in its condition existing as of
the date of the execution hereof, subject to the terms and conditions of ADDENDUM ONE, subject to all applicable
zoning, municipal, county and state laws, ordinances and regulations governing
and regulating the use of the Premises,
and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached
hereto. Lessee acknowledges that
neither Lessor nor Lessor’s agent has made any representation
or warranty as to the suitability of the Premises
for the conduct of Lessee’s
business.


 


7.            
Maintenance, Repairs and Alterations.


 


7.1          
Lessor’s Obligations.
 Subject to the terms and conditions of this Lease, specifically without limitation the provisions of
Section 7.2, Article 9 and except for damage caused by any negligent
or intentional act, or omission of Lessee,
Lessee’s agents, employees, or
invitees, Lessor, at Lessor’s expense, shall keep in good order,
condition and repair the Premises.
 Lessor shall have no obligation to make repairs under this Paragraph 7.1
until a reasonable time after receipt of written notice of the need for such
repairs.  Lessee expressly
waives the benefits of any stature now or hereafter in effect which would
otherwise afford Lessee the right
to make repairs at Lessor’s
expense or to terminate this Lease
because of Lessor’s failure to
keep the Premises in good order,
condition and repair.


 


7.2          
Lessee’s Obligations.


 


(a)          
Subject to the provision of Paragraph 9  and
Paragraph 7.1, Lessee, at Lessee’s expense, shall keep in clean and
good order the Premises.  Lessee’s obligations hereunder shall
include providing janitorial service.


 


(b)          
If Lessee fails to perform Lessee’s obligations under this Paragraph
7.2, Lessor may at Lessor’s option enter upon the Premises after (a) five (5) days
prior written notice to Lessee,
which notice shall provide Lessee
ten (10) days to cure the failure to perform, (b) Lessee fails to cure the failure to perform
within said ten (10) days, and put the same in good order and condition
and the cost thereof together with interest thereon at the rate of 18% per
annum shall be due and payable as additional rent to Lessor together with Lessee’s
next rental installment.


 


(c)          
On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessor in the same condition as received, broom clean,
ordinary wear and tear excepted.  Lessee
shall repair any damage to the Premises
occasioned by the removal of its trade fixtures, furnishings and equipment
pursuant to Paragraph 7.3(c), which repair shall include the patching and
fitting of holes and repair of structural damage.


 


7.3          
Alterations and Additions.


 


(a)          
Lessee shall not, without Lessor’s prior written consent, make any
alterations, improvements, additions, or utility installations in, on or about
the Premises, except for  non-structural alterations not exceeding
$1,000.00 in cost.  As used in this Paragraph 7.3,  the term “utility installations” shall
include bus ducting, power panels, fluorescent fixtures, space heaters,
conduits and wiring.  As a condition to giving such consent, Lessor may require Lessee to provide Lessor, at Lessee’s sole cost and expense, a lien and completion bond in
an amount equal to one and one-half times the estimated cost of such
improvements, to insure Lessor
against any liability for  mechanics’
and material men’s liens and to insure completion of the work.  As an
additional condition to giving consent Lessor
may require all such work be done by contractors hired by Lessor, for which Lessee shall be responsible for all costs.


 


(b)          
Lessee shall pay, when due, all
claims for labor or material furnished or alleged to have been furnished to or
for Lessee at or for use in the Premises, which claims are or may be
secured by mechanics’ or material men’s lien against the Premises or any interest therein.  Lessee shall give Lessor not less than ten (10) days’
notice prior to the commencement of any work in the Premises, and Lessor
shall have the right to post notices of non-responsibility in or on the Premises as provided by law.


 


(c)          
All alterations, improvements, additions and utility installations (whether or
not such utility installations constitute trade fixtures of Lessee), which may be made on the Premises, shall become the property of Lessor and remain upon and be surrendered
with the Premises at the
expiration of the term.  Notwithstanding the provisions of this Paragraph
7.3(c), Lessee’s machinery and
equipment, other than that which is affixed to the Premises so that it cannot be removed without material damage
to the Premises, shall remain the
property of Lessee and may be
removed by Lessee subject to the
provisions of Paragraph 7.2(c).


 


2












 


8.            
Insurance; Indemnity.


 


8.1          
Liability Insurance.  Lessee shall, at Lessee’s sole expense, obtain and keep in force during the
term of this Lease a policy of
comprehensive public liability insurance insuring Lessor and Lessee
against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and
all areas appurtenant thereto.  Such insurance shall be in an amount of
not less than $1.0 million for injury to or death of one person in any one
accident or occurrence and in an amount of not less than $1.0 million for
injury to or death of more than one person in any one accident or occurrence.
 Such insurance shall further insure Lessor
and Lessee against liability for
property damage of at least $1.0 million.  The limits of said insurance
shall not, however, limit the liability of Lessee
hereunder.  If Lessee shall
fail to procure and maintain said insurance, Lessor may but shall not be
required to procure and maintain the same, but if Lessor does so, the liability insurance costs shall be at the
expense of Lessee.


 


8.2          
Property Insurance.  Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss
or damage to the Premises, in the
amount of the full replacement value thereof, providing protection against all
perils included within the classification of fire, extended coverage,
vandalism, malicious mischief, special extended perils (all risk).


 


8.3          
Insurance Policies.
 Insurance required hereunder shall be with companies rated AAA or better
in “Best’s Insurance Guide.” Lessee
shall deliver to Lessor copies of
policies of liability insurance required under paragraph 8.1 or certificates
evidencing the existence, coverages and amounts of such insurance with loss
payable clauses satisfactory to Lessor.
 No such policy shall be cancelable or subject to reduction of coverage or
other modification except after fifteen (15) days advance written notice to Lessor.  Lessee shall, within fifteen (15) days prior to the expiration
of such policies, furnish Lessor
with renewals or “binders” thereof, or Lessor
may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee upon demand.  Lessee shall not do or permit to be done
anything which shall invalidate the insurance policies referred to hereinabove.


 


8.4          
Indemnity.  Lessee shall indemnify and hold harmless Lessor from and against any and all claims
arising from Lessee’s possession
and use of the Premises, or from
the conduct of Lessee’s business
or from any activity, work or things done, permitted or suffered by Lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor
from and against any and all claims arising from any breach or default in the
performance of any contractors, or employees and from and against all costs,
attorney’s fees, expenses and liabilities incurred in the defense of any such
claim or any action or proceeding brought thereon; and in case any action or
proceeding be brought against Lessor
by reason of any such claim, Lessee
upon notice from Lessor shall
defend the same at Lessee’s
expense by counsel satisfactory to Lessor.  Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage
to property or injury to persons, in, upon or about the Premises arising from any cause and Lessee hereby waives all claims in respect
thereof against Lessor.


 


8.5          
Exemption of Lessor from Liability.
 Lessee hereby agrees that Lessor shall not be liable for injury to Lessee’s business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of Lessee, Lessee’s
employees, invitees, customers, or any other person in or about the Premises, nor shall Lessor be liable for injury to the person
of Lessee, Lessee’s employees, agents or contractors,
whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water or rain, or from the breakage, leakage, obstruction or
other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures,  or
from any other cause, whether the said damage or injury results from conditions
arising upon the Premises or upon
other portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is
inaccessible to Lessee.  Lessor shall not be liable for any damage
arising from any act or neglect of any other tenant, if any, of the building in
which the Premises are located.


 


9.            
Damage or Destruction.


 


9.1          
Partial Damage-Insured.
 Subject to the provisions of Paragraph 9.4, if the Premises are damaged and such damage was
caused by a casually covered under an insurance policy maintained pursuant to
Paragraph 8.2, Lessor shall at Lessor’s expense repair such damages as soon as reasonable
possible and this Lease shall
continue in full force and effect.


 


3












 


9.2          
Partial Damage-Uninsured. 
Subject to the provisions of Paragraph 9.4, if at anytime during the term
hereof the Premises are damaged,
except by a negligent or willful act of Lessee,
and such damage was caused by a casualty not covered under an insurance policy
maintained by Lessor pursuant to
Paragraph 8.2, Lessor may at Lessor’s option (i) repair such damage
as soon as reasonably possible at Lessor’s
expense, in which event this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee
within thirty (30) days after the date of the occurrence of such damage of Lessor’s intention to cancel and terminate
this Lease as of the date of the
occurrence of such damage.  In the event Lessor
elects to give such Notice of Lessor’s
intention to cancel and terminate this Lease,
Lessee shall have the right within ten (10) days after the receipt of such
notice to give written notice to Lessor
of Lessee’s intention to repair
such damage at  Lessee’s expense, without reimbursement
from Lessor, in which event this Lease shall continue in full force and
effect, and Lessee shall proceed
to make such repairs as soon as reasonable possible.  If Lessee does not give such notice within such
10-day period this Lease shall be
canceled and terminated as of the date of the occurrence of such damage.


 


9.3          
Total Destruction.  If at any
time during the term hereof the Premises
are totally destroyed from any cause whether or not covered by the insurance
maintained by Lessor pursuant to
Paragraph 8.2 (including any total destruction required by any authorized
public authority) this Lease shall
automatically terminate as of the date of such total destruction.


 


9.4          
Damage Near End of Term.  If
the Premises are partially
destroyed or damaged during the last one month of the term of this Lease, Lessor
may at Lessor’s option cancel and
terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of Lessor’s
election to do so within 10 days after the date of occurrence of such damage.


 


9.5          
Abatement of Rent; Lessee’s Remedies.


 


(a)          
If the Premises are partially
destroyed or damaged and Lessor or
Lessee repairs or restores them
pursuant to the provisions of this Article, the rent payable hereunder for the
period during which such damage, repair or restoration continues shall be
abated in proportion to the degree to which Lessee’s
use of the Premises is impaired.
Except for abatement of rent, if any, Lessee
shall have no claim against Lessor for
any damage suffered by reason of any such damage, destruction, repair or
restoration.


 


(b)          
If Lessor shall be obligated to
repair or restore the Premises
under the provisions of this Paragraph 9 and shall not commence such repair or
restoration within 90 days after such obligations shall accrue, Lessee may at Lessee’s option cancel and
terminate this Lease by giving Lessor written notice of Lessee’s election to do so at any time prior
to the commencement of such repair or restoration.  In such event this Lease shall terminate as of the date of
such notice.  Any abatement in rent shall be computed as provided in
Paragraph 9.5(a).


 


9.6          
Termination-Advance Payments. 
Upon  termination of this Lease pursuant to this Paragraph 9, an
equitable adjustment shall be made concerning advance rent and any advance
payments made by Lessee to Lessor, and the Letter of Credit shall be
released provided Lessee is not in
default under any  of the terms
and conditions hereof.


 


10.          
Personal Property Taxes.


 


10.l         
Payment of Real Property Tax. 
Lessor shall pay all real property
taxes applicable to the Premises
during the term of the Lease.


 


10.2        
Personal Property Taxes.


 


(a)          
Lessee shall pay prior to
delinquency all taxes assessed against and levied upon trade fixtures,
furnishings, equipment and all other personal property of Lessee, including without limitation the
furniture being used by Lessee
pursuant to Addendum One,
contained in the Premises.
 When possible, Lessee shall
cause said trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property and
fixtures of Lessor.


 


(b)          
If any of Lessee’s said personal
property shall be assessed with Lessor’s
real property, Lessee shall pay Lessor the taxes attributable to Lessee within 10 days after receipt of a
written statement setting forth the taxes applicable to Lessee’s property.


 


11.          
Utilities.  Lessee shall pay for all water, gas, heat,
light, power, and other utilities and services supplied to the Premises, together with any taxes thereon.


 


4












 


12.          
Lessor’s Consent Required.


 


12.1        
Lessor’s Consent Required.  Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any  part of Lessee’s interest in this Lease or in the Premises, without Lessor’s
prior written consent, which consent may not be unreasonably conditioned or
withheld.  Any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease.  Lessor acknowledges it is the intent of the
Lessee to sublease on a short term
basis one floor for which Lessee
shall be paying rent consistent with Section 4.0.


 


12.2        
No Release of Lessee.
 Regardless of Lessor’s
consent, no subletting or assignment shall release Lessee of Lessee’s
obligation or alter the primary liability of Lessee
to pay the rent and to perform all other obligations to be performed by Lessee hereunder.  The acceptance of
rent by Lessor from any other
person shall not be deemed to be a waiver by Lessor
of any provision hereof.  Consent to one assignment or subletting shall
not be deemed consent to any subsequent assignment or subletting.


 


12.3        
Attorney’s Fees.  In the
event that Lessor shall consent to
a sublease or assignment under Paragraph 12.1, Lessee shall pay Lessor’s
reasonable attorneys’ fees not to exceed $1000 incurred in connection with
giving such consent.


 


13.          
Defaults; Remedies.


 


13.1        
Defaults.  The occurrence of
any one or more of the following events shall constitute a material default and
breach of this Lease by Lessee:


 


(a)          
The vacating or abandonment of the Premises
by Lessee.


 


(b)          
The failure by Lessee to make any
payment of rent or any other payment required to be made by Lessee hereunder, as and when due, where
such failure shall continue for a period of three (3) days after written
notice thereof from Lessor to Lessee.


 


(c)          
The failure by Lessee to observe
or perform any of the covenants, conditions or provisions of the Lease to be observed or performed by Lessee, other than described in paragraph
(b) above, where such failure shall continue for a period of three
(3) days after written notice hereof from Lessor to Lessee;
provided, however, that if the nature of Lessee’s
default is such that more than three (3) days are reasonable required for
its cure, then Lessee shall not be
deemed to be in default if Lessee
commenced such cure within a 10-day period and thereafter diligently prosecutes
such cure to completion.


 


(d)(i)      
The making by Lessee of any
general assignment, or general arrangement for the benefit of creditors;
(ii) the filing by or against Lessee
of a petition to have Lessee
adjudged a bankrupt or a petition or reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within 60
days; (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee’s
assets located at the Premises or
of Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease,
where such seizure is not discharged within 30 days.


 


13.2        
Remedies.  In the event of
and during the continuance of any such material default or breach by Lessee, Lessor
may at any time thereafter, with or without additional notice or demand and
without limiting Lessor in the exercise
of any right or remedy which Lessor
may have by reason of such default or breach:


 


(a)          
Terminate Lessee’s right to
possession of the Premises by any
lawful means, in which case this Lease
shall terminate and Lessee shall
immediately surrender possession of the Premises
to Lessor.  In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee’s default including, but not limited
to, the cost of recovering possession of the Premises;
expenses of re-letting, including neccessary repairs to the Premises, reasonable attorney’s fees, and
any real estate commission actually paid to relet the Premises; the balance of rent due or to
become due for the balance of the term of this Lease, subject to Lessor’s
obligation to mitigate damages by make all reasonable efforts to relet the Premises; that portion of the leasing
commission paid by Lessor
applicable to the unexpired term of this Lease.
 Unpaid installments of rent or other sums shall bear interest from the
date due at the rate of 18% per annum.  In the event Lessee shall have abandoned the Premises, Lessor
shall have the option of (i) retaking possession of the Premises and recovering from Lessee the amount specified in the
Paragraph 13.2(a), or (ii) proceeding under Paragraph 13.2(b).


 


5












 


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


 


(c)          
Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions
of the State of Colorado.


 


13.3        
Default by Lessor.  Lessor shall not be in default unless Lessor fails to perform obligations
required of Lessor within a
reasonable time, but in no event later than thirty (30) days after written
notice by Lessee to Lessor specifying wherein Lessor has failed to perform such
obligation; provided, however, that if the nature of Lessor’s obligation is such that more than thirty (30) days
are required for performance then Lessor
shall not be in default if Lessor
commences performance within such 30-day period and thereafter diligently
prosecutes the same to completion.


 


13.4        
Late Charges.  Lessee hereby acknowledges that late
payment by Lessee to Lessor of rent and other sums due hereunder
will cause Lessor to incur costs
not contemplated by this Lease,
the exact amount of which will be extremely difficult to ascertain.  Such
costs include, but are not limited to, processing and accounting charges, and
late charges which may be imposed on Lessor
by the terms of any mortgage or trust deed covering the Premises.  Accordingly, if any
installment of rent or any other sum due from Lessee
shall not be received by Lessor or
Lessor’s designee within the (10)
days after such amount shall be due, Lessee
shall pay to Lessor a late charge equal
to 18% of such overdue amount.  The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payment
by Lessee.  Acceptance of
such late charge by Lessor shall
in no event constitute a waiver of Lessee’s
default with respect to such overdue amount, to prevent Lessor from exercising any of the other
rights and remedies granted hereunder.


 


14.          
Condemnation.  If the Premises or any portion thereof are taken
under the power of eminent domain, or sold under the threat of the exercise of
said power (all of which are herein called “condemnation”), this Lease shall terminate as to the part so
taken as of the date the condemning authority takes title or possession,
whichever first occurs.  If more than 10% of the floor area of the
improvements on the Premises, or
more than 25% of the land area of the Premises
which is not occupied by any improvements, is taken by condemnation, Lessee may, at Lessee’s option, to be exercised in writing only within ten
(10) days after Lessor shall
have given Lessee written notice
of such taking (nor in the absence of such notice, within ten (10) days
after condemning authority shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession.  If Lessee
does not terminate this Lease in
accordance with the foregoing, this Lease
shall remain in full force and effect as to the portion of the Premises remaining, except that the rent
shall be reduced in the proportion that the floor area taken bears to the total
floor area of the building situated on the Premises.
 Any award for taking of all or any part of the Premises under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages.  In the event that this Lease is not terminated by reason of such
condemnation, Lessor shall, to the
extent of severance damages received by Lessor
in connection with such condemnation, repair any damage to the Premises caused by such condemnation except
to the extent that Lessee has been
reimbursed therefor by the condemning authority.  Lessee shall pay any amount in excess of
such severance damages required to complete such repair.


 


15.          
General Provisions.


 


15.1        
Estoppel Certificate.


 


(a)          
Lessee shall at any time upon not
less than ten (10) days’ prior written notice from Lessor execute, acknowledge and deliver to Lessor a statement in writing
(1) 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) and the date to which the rent and
other charges are paid in advance, if any, and (ii) acknowledging that there
are not, to Lessee’s knowledge,
any uncured defaults on the party of Lessor
hereunder or specifying such defaults if any are claimed.  Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises.


 


(b)          
Lessee’s failure to deliver such
statement within such time shall be conclusive upon Lessee (i) that this Lease
is in full force and effect, without modification except as may be represented
by Lessor, (ii) that there
are no uncured defaults in Lessor’s
performance, and (iii) that not more than one months’s rent has been paid in
advance.


 


(c)          
If Lessor desires to finance or
refinance the Premises, or any
part thereof, Lessee agrees to
deliver to any lender designated by Lessor
such financial statements of Lessee
as may be reasonable required by such lender.  Such


 


6












 


statements shall include the past three years’
financial statements of Lessee.
 All such financial statements shall be received by Lessor in confidence and shall be used only
for the purposes herein set forth.


 


15.2        
Lessor’s Liability.  The term
“Lessor” as used herein shall mean
only the owner or owners at the time in question of the fee title or a lessee’s
interest in a ground lease of the Premises,
and except as expressly provided in Paragraph 15, in the event of any transfer
of such title or interest, Lessor
herein named (and in case of any subsequent transfers the then grantor) shall
be relieved from and after the date of such transfer of all liability as
respects Lessor’s obligations
thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of
such transfer, in which Lessee has
an interest, shall be delivered to the grantee.  The obligations contained
in this Lease to be performed by Lessor shall, subject as aforesaid, be
binding on Lessor’s successors and
assigns, only during their respective periods of ownership.


 


15.3        
Severability.  The invalidity
of any provision of this Lease as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.


 


15.4        
Interest on Past-due Obligations.
 Except as expressly herein provided, any amount due to Lessor not paid when due shall bear
interest at 18% per annum from the date due.  Payment of such interest
shall not excuse or cure any default by Lessee
under this Lease.


 


15.5        
Time of Essence.  Time is of
the essence.


 


15.6        
Captions.  Article and
paragraph captions are not a part hereof.


 


15.7        
Incorporation of Prior Agreements; Amendments. 
This Lease contains all agreements
of the parties with respect to any matter mentioned herein.  No prior
agreement or understanding pertaining to any such matter shall be effective.
 This Lease may be modified
in writing only, signed by the parties in interest at the time of the modification.


 


15.8        
Notices.  Any notice required
or permitted to be given hereunder shall be in writing and may be served
personally or by regular mail, addressed to Lessor
and Lessee respectively at the
addresses set forth after their signatures at the end of this Lease.


 


15.9        
Waivers.  No waiver by Lessor of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by Lessee of the same or any other provision.
 Lessor’s consent to or
approval of any act shall not be deemed to render unnecessary the obtaining of Lessor’s consent to or approval of any
subsequent act by Lessee. The
acceptance of rent hereunder by Lessor
shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent to so
accepted, regardless of Lessor’s
knowledge of such preceding breach at the time of acceptance of such rent.


 


15.10      
Recording.  Lessee shall not record this Lease without Lessor’s prior written consent, and such recordation shall at
the option of Lessor, constitute a
non-curable default of Lessee
hereunder.


 


15.11      
Holding Over.  If Lessee remains in possession of the Premises or any part thereof after the
expiration of the term hereof without the express written consent of Lessor, such occupancy shall be a tenancy
at will, at a rental in the amount of the 150% of the last monthly rental plus
all other charges payable hereunder, and upon all the terms hereof applicable
to a tenancy at will.


 


15.12      
Cumulative Remedies.  No
remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.


 


15.13      
Covenants and Conditions.
 Each provision of this Lease
performable by Lessee shall be
deemed both a covenant and a  condition.


 


15.14      
Binding Effect; Choice of Law.  Subject to any
provisions hereof restricting assignment or subletting by Lease and subject to the provisions of
Paragraph 16.2, this Lease shall
bind the parties, their personal representatives, successors and assigns.
 This Lease shall be governed
by the laws of the State of Colorado.


 


15.15      
Subordination.


 


(a)          
This Lease, at Lessor’s option, shall be subordinate to
any ground lease, mortgage, deed of trust, or any other hypothecation for
security now or hereafter placed upon the real property of which the Premises are a part and to any and all
advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof.  Notwithstanding such
subordination, Lessee’s right to
quiet possession of the Premises
shall not be disturbed if Lessee
is not in default and so long as Lessee
shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms.  If any mortgagee, trustee or ground lessor shall elect to  have this Lease prior to lien of its mortgage, deed of trust or ground
lease, and shall give written notice thereof to Lessee, this Lease
shall be deemed prior to such mortgage, deed of trust, or ground lease, whether
this Lease is date prior or
subsequent to the date of said mortgage, deed of trust or ground lease or the
date of recording thereof.


 


7












 


(b)          
Lessee agrees to execute any
documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage,
deed of trust or ground lease, as the case may be, and failing to do so within
ten (10) days after written demand, does hereby make, constitute and
irrevocably appoint Lessor as Lessee’s attorney in fact and in Lessee’s name, place and stead, to do so.


 


15.16      
Attorney’s Fees.  If either
party brings an action to enforce the terms hereof or declare rights hereunder,
the prevailing party in any such action, on trial or appeal, shall be entitled
to his reasonable attorney’s fees to be paid by the losing party as fixed by
the court.


 


15.17      
Lessor’s Access.  Lessor and Lessor’s agents shall have the right to enter the Premises at reasonable times for the
purpose of inspecting the same, showing the same to prospective purchasers, or
lenders, and making such alterations, repairs, improvements or additions to the
Premises or to the building of
which they are a part as Lessor
may deem necessary or desirable.  Lessor
may at any time place on or about the Premises
any ordinary “For Sale” signs and Lessor
may at any time during the last 120 days of the term hereof place on or about
the Premises any ordinary “For
Lease” signs, all without rebate or rent or liability to Lessee.


 


15.18      
Signs and Auctions.  Lessee shall not place any sign upon the Premises or conduct any auction thereon
without prior written notice to Lessor.
 All signs shall comply with applicable government regulations.  Lessee shall have exclusive right to
utilize the maximum allowed signage, at Lessee’s
sole expense, on the Premises.


 


15.19      
Merger.  The voluntary or
other surrender of this Lease by Lessee, or a mutual cancellation thereof,
shall not work a merger, and shall, at the option of Lessor, terminate all or any existing sub-tenancies or may, at
the option of Lessor, operate as
an assignment to Lessor of any or
all of such sub-tenancies.


 


15.20      
Hazardous Materials.  Lessee shall not generate, use, store or
dispose of any Hazardous Material in, on, or about the Premises except as specifically provided
for herein.  Hazardous Materials shall mean: (a) “hazardous waste” as
defined by the Resource Conservation and Recovery Act of 1976 (RCRA) as
amended, (b) “hazardous substances” as defined by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (CERCLA) as
amended, (c) “toxic substances” as defined by the Toxic Substances Control
Act, as amended, (d) “hazardous materials,” as defined by the Hazardous
Materials Transportation Act, as amended, (e) oil or other petroleum
products, and (f) any substance whose presence could be detrimental to
health or to the environment.  This provision shall not prohibit Lessee from using or storing such products
as may be necessary for the conduct of its business, provided that a) such
substances are used and stored in the minimum amounts necessary for such
business, and b) Lessee
indemnifies and holds Lessor
harmless for any and all soil and/or groundwater contamination resulting
directly or indirectly there from, and c) paints and solvents are stored in the
locker provided by Lessor.


 


15.21      
Parking Spaces.  Lessee shall be allowed parking as provided
in ADDENDUM ONE.


 


15.22      
Corporate Authority.  If Lessee is a corporation, each individual
executing this Lease on behalf of
said corporation represents and warrants that he is duly authorized  to execute and deliver this Lease on behalf of said corporation in
accordance with a duly adopted resolution of the Board of Directors of said
corporation or in accordance with the Bylaws of said corporation, and that this
Lease is binding upon said
corporation in accordance with its terms.  If Lessee is a corporation Lessee
shall, within thirty (3) days after execution of this Lease, deliver to Lessor a certified copy of a resolution of
the Board of Directors of said corporation authorizing or ratifying the
execution of this Lease.


 


8












 


The parties hereto have
executed this Lease at the place
and on the dates specified immediately adjacent to their respective signatures.


 


Executed on the 5 day of August, 2005.


 


	
  Lessor:

  	
  Lessee:

  
	
  47
  Limited, LLC

  	
  Local
  Matters, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
  /s/ Bruce S. Scott

  	
   

  	
  by

  	
  /s/ Perry Evans

  	
   

  
	
  Bruce S. Scott

  	
  Name: Perry Evans

  
	
  Managing Member

  	
  Title: CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
  /s/ Terence J. Brown

  	
   

  	
   

  
	
  Terence J. Brown

  	
   

  
	
  Managing Member

  	
   

  



 


9












 


	
  EXHIBIT

  	
   

  	
   

  
	
  Section 2
  - Premises Drawing

  
	
  Lease

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  August   ,
  2005

  
	
  Lessor:

  	
   

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
   

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
   

  	
  1221
  Auraria Parkway

  Denver, Colorado

  



 












 





 












 


ADDENDUM
ONE


 


	
  Date:

  	
   

  	
  August  ,
  2005 

  
	
  Document:
   

  	
   

  	
  Lease

  
	
   

  	
  Lessor:

  	
   

  	
  47 Limited, LLC

  
	
   

  	
  Lessee:

  	
   

  	
  Local
  Matters, Inc.

  
	
   

  	
  Premises:

  	
   

  	
  1221 Auraria Parkway

  
	
   

  	
   

  	
   

  	
  Denver, Colorado

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


This ADDENDUM ONE
is incorporated into the Lease by
this reference.


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Square
  Footage

  	
   

  	
  The improvements
  located on the property consist of one (1) four (4) story building 

  with a basement, which building totals 23,660 rentable square feet.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Early
  Possession

  	
   

  	
  Lessee shall be entitled to early possession
  of the Premises as of
  August 1, 2005, for purposes including but not limited to:

  installing cable - telephone, data

  furniture move in and set up

  office equipment installation

  preparation for opening for business.

  
	
   

  	
   

  	
   

  	
   

  	
  Lessee may commence office use on the fourth
  floor for a small group of executives and administrative staff prior to
  September 1, 2005, provided such use does interfere with tenant
  improvements to be constructed. 

  Lessee shall not be obligated to
  pay rent for the period of early possession (prior to 

  September 1, 2005).

  



 












 


ADDENDUM
ONE


Page 2


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
   

  	
  Base
  Annual Rent

  



 


	
  Months

  	
   

  	
  Floors

  	
   

  	
  Rate/RSF

  	
   

  	
  Monthly

  	
   

  	
  Annual

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1 thru 12

  	
   

  	
  1,3,4

  	
   

  	
  $

  	
  16.50

  	
   

  	
  $

  	
  19,146.88

  	
   

  	
  $

  	
  229,762.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13 thru 24

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  17.00

  	
   

  	
  $

  	
  26,249.42

  	
   

  	
  $

  	
  314,993.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25 thru 36

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  17.50

  	
   

  	
  $

  	
  31,297.29

  	
   

  	
  $

  	
  375,567.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37 thru 48

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  19.00

  	
   

  	
  $

  	
  33,613.42

  	
   

  	
  $

  	
  403,361.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  49 thru 60

  	
   

  	
  B

  	
   

  	
  $

  	
  10.00 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,2,3,4

  	
   

  	
  $

  	
  19.50

  	
   

  	
  $

  	
  34,385.46

  	
   

  	
  $

  	
  412,625.50

  	
   

  



 


In the event Lessee
shall commence the use of the following floors in advance of the date stated
above for commencement of rent,ie:


 


	
  Floor

  	
   

  	
  Commencement
  Date

  
	
  B

  	
   

  	
  September 1, 2007

  
	
  2

  	
   

  	
  September l, 2006

  



 


Lessee shall commence paying rent from date of commencement
of use at the rate provided above.


 


	
  4.2

  	
   

  	
  Operating

  Expenses

  	
   

  	
  

  Except as provided in Sections 7 and 11, all operating expenses and real
  property taxes for the Premises
  for the first year (Base Year-September 1, 2005 thru August 31, 2006) and all
  subsequent years of the Term hereof, shall be the obligation of Lessor. For each subsequent year to the
  Base Year, increases, if any in operating expenses and taxes over the Base
  Year as identified above shall be the responsibility of Lessee. Lessor shall be responsible for
  payment of all operating expenses and taxes.

  



 


2












 


ADDENDUM
ONE


Page 3


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lessor shall provide invoices, billings and
  proof of payment within thirty (30) days after each anniversary date of this Lease. Lessee shall remit to Lessor amounts due hereunder within forty
  five (45) days after receipt of the documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Letter
  of Credit

  	
   

  	
  Lessee shall deposit with Lessor upon execution hereof, a Letter of
  Credit approved as to form by Lessor
  in advance, in the principal amount of $185,000.00 to secure Lessee’s performance of all of the terms
  and conditions in this Lease.
  The Letter of Credit shall provide for Lessor
  to make call(s) upon a default by Lessee
  under this Lease. The Letter of
  Credit shall decrease by $37,000.00 on each anniversary date of this Lease, provided Lessee is not in default under the terms
  of this Lease.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Tenant
  Improvements

  	
   

  	
  Lessor shall provide the sum of one hundred
  eighty five thousand dollars($185,000.00) for tenant improvement allowance.
  The tenant finish scope specifications are identified on the attached
  exhibits:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Exhibit
  One

  	
  Tenant
  Improvement Drawings

  
	
   

  	
   

  	
   

  	
   

  	
  Exhibit
  Two

  	
  Tenant
  Improvement Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The tenant improvements
  shall be completed in accordance with all drawings, plans and specifications
  and any amendments thereto approved in advance by Lessor.

  Tenant finish shall be completed according to the following schedule:

  
	
   

  	
   

  	
   

  	
   

  	
  Floors l,3,4

  	
  on or before September
  1, 2005. Priority assigned to server room and fourth floor improvements.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3












 


ADDENDUM
ONE


Page 4


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Addendum
  Language

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Floor 2

  	
  thirty (30) days before
  scheduled occupancy as provided above.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lessor shall provide all mechanical systems
  including without limitation the HVAC and the freight and passenger elevators
  are and remain in good working order.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.21

  	
   

  	
  Parking

  	
   

  	
  On
  Site. Lessee
  shall lease from Lessor
  commencing on September 1, 2005, for the full term of this Lease the existing thirty (30)
  (approximate) parking spaces on site of the Premises.
  Rental at commencement shall be $60.00 per space per month, subject to annual
  increases upon receipt of thirty (30) day advance written notice of market
  rate increases from Lessor. 
  Lessee shall have use of the
  spaces Monday through Friday, 6:00am to 6:00pm.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Off
  Site.  Lessee may lease up to an additional
  thirty-five (35) spaces through Lessor
  on the Pepsi Center site immediately north and adjacent to the Premises.  Lessee shall give Lessor ninety (90) days advance written
  notice of its desire to lease off-site spaces. Lessee may increase the number of off-site spaces with
  additional advance written notice to Lessor,
  but may not decrease the number of spaces leased by previous notice.

  Rental shall be at market rate (as established by the Pepsi Center) and is
  subject to increases on thirty (30) day advance written notice. Off-site
  spaces will be available 6:00am to 6:00pm, Monday through Friday. In the
  event of a daytime Pepsi Center event during the available time/date, the
  Pepsi Center has reserved the right to relocate the spaces to another
  location on the Pepsi Center site.

  



 


4












 


ADDENDUM
ONE


Page 5


 


	
  15.23

  	
   

  	
  Furniture

  	
   

  	
  Lessee shall be entitled to use the existing
  office furniture presently located on the Premises,
  which furniture is the property of Lessor.
  The furniture is inventoried on the attached Exhibit Three.  Lessee
  upon termination of this Lease,
  shall leave the furniture on the Premises,
  in the same or better condition at commencement, reasonable wear and tear
  excluded.

  



 


5












 


EXHIBIT ONE


Tenant Improvement Drawings


Lease


	
  Dated:

  	
  August  
  , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado

  



 












 


EXHIBIT TWO


Tenant Improvement Specifications


Lease


	
  Dated:

  	
  August  
  , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado

  



 












 


EXHIBIT THREE


Furniture Inventory - as of August 1,
2005


Lease


	
  Dated:

  	
  August  
  , 2005

  
	
  Lessor:

  	
  47
  Limited, LLC

  
	
  Lessee:

  	
  Local
  Matters, Inc.

  
	
  Premises:

  	
  1221
  Auraria Parkway

  
	
   

  	
  Denver,
  Colorado