Exhibit 10.29


 


OFFICE BUILDING LEASE AGREEMENT


 


3445
NORTH CAUSEWAY BOULEVARD OFFICE BUILDING


 


 


LANDLORD:    3445
North Causeway Limited Liability Company


 


 


TENANT:     YP
WEB PARTNERS, LLC


 


DATED: May 21, 2004


 












 


TABLE OF CONTENTS


 


	
  Sections

  	
   

  	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions and Basic Provisions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Lease Grant

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Rent

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Increases in Base Rent

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Landlord’s Obligations

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Reimbursement for Operating Costs

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Permitted Use

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Tenant’s Repairs and Alterations

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Subletting and Assigning

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Indemnity

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  Subordination and Mortgagee’s Right to Cure
  Landlord’s Defaults

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  Rules and Regulations

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  Inspection

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  Condemnation

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  Casualty

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  Holding Over

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Taxes on Tenant’s Property

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  Events of Default

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  Remedies

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  Attorneys’ Fees

  	
   

  	
  21

  



 


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  21.

  	
  Security Interest

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  Liens

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  Waiver of Subrogation

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  Tenant’s Insurance

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  Brokerage

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  Building Name

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  Estoppel Certificates

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  Notices

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  Force Majeure

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  Severability

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  Amendments; Binding
  Effect

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  Quiet Enjoyment

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  Gender

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  Joint and Several
  Liability

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  Captions

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  Exhibits and
  Attachments

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  No Joint Venture

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  Time of the Essence

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  Evidence of Authority

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  Governing Law

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
  Entire Agreement

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  Exculpation

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  Covenants are
  Independent

  	
   

  	
  26

  



 


-ii-












 


	
  44.

  	
  Right to Relocate

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  45

  	
  Hazardous Materials

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  46.

  	
  Waiver of Trial by Jury

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  47.

  	
  Parking

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  48.

  	
  Interpretation

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  49.

  	
  No Recordation of Lease

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  50.

  	
  Special Provisions

  	
   

  	
  29

  



 


	
  EXHIBIT “A”

  	
   

  	
  Legal
  Description of Property

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “A-1”

  	
   

  	
  Outline of
  Premises

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “B”

  	
   

  	
  Special
  Provisions

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “C”

  	
   

  	
  Memorandum Confirming
  Term

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “D”

  	
   

  	
  Rules and
  Regulations

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “E”

  	
   

  	
  Work Letter

  
	
   

  	
   

  	
   

  
	
  EXHIBIT “F”

  	
   

  	
  Form of In
  Solido Obligation and Guaranty of Lease

  



 


-iii-












 


OFFICE BUILDING LEASE AGREEMENT


 


This Office
Building Lease Agreement (the “Lease”) is entered into as of the 21st day of May 2004, by and between 3445 North
Causeway Limited Liability Company (“Landlord”), and YP Web Partners, LLC.


 


WITNESSETH:


 


1.                                      
Definitions and
Basic Provisions. 
Certain definitions and provisions (the “Basic Lease Information”) of this
Lease are:


 


	
   

  	
  1.1

  	
  Lease Date:

  	
   

  	
  May 21,
  2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Tenant:

  	
   

  	
  YP Web
  Partners, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Tenant’s Address:

  	
   

  	
  3445
  N, Causeway Boulevard

  Suite 401

  Metairie, Louisiana 70002

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contact:

  	
   

  	
  Donald
  F. Jones

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
  504.297.2400

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Landlord:

  	
   

  	
  3445 North Causeway
  Limited Liability Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Landlord’s Address:

  	
   

  	
  3445 Causeway
  Boulevard, Suite 637

  Metairie, Louisiana 70002

  Attention: Property Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
   

  	
   

  	
  Premises:   Suite No. 401 in the office building located at
  3445 N, Causeway Boulevard (the “Building”),
  known as “3445 N. Causeway Boulevard Office Building”. The Building and the
  land upon which it is situated, which land is more particularly described in Exhibit “A” and Exhibit “A-l
  attached hereto and incorporated herein by reference, are herein sometimes
  collectively called the “Project”.

  



 












 


1.7                      
Lease
Term:    The period commencing on June 1, 2004,  (the commencement date”), expiring on  May 31, 2010  (“the expiration date”). If the
Commencement Date is a date other than the first day of a month, the Lease Term
shall consist of said number of months in addition to the remainder of the
month in which the Commencement Date occurs.


 


1.8                      
Base Rent:


 


	
  June 1,
  2004 – May 31, 2006:

  	
   

  	
  $5,279.17 per month based upon $14.00  per rentable square foot,
  calculated on rentable square feet, plus applicable accrued escalations.

  
	
   

  	
   

  	
   

  
	
  June 1,
  2006 – May 31, 2007

  	
   

  	
  $6,033.33 per month based upon $16.00  per rentable
  square foot, calculated on rentable square feet, plus applicable accrued
  escalations

  
	
   

  	
   

  	
   

  
	
  June 1,
  2007 – May 31, 2010

  	
   

  	
  $6,401.42 per month based upon $17.00 per rentable
  square foot, calculated on rentable square feet, plus applicable accrued
  escalations

  



 


	
  1.9                      
  Security Deposit:

  	
   

  	
  $6,906.50

  



 


1.10                
Tenant’s Share: the
percentage that expresses the ratio between the number of rentable square feet
comprising the Premises (4,525),
and the number of rentable square feet of the Building (127,859), which, for the purposes of the
Lease, shall be .035391. 
Should the actual rentable square footage within the Premises be more or less
than that herein stated as a result of variations resulting from actual
construction and preparation of the Premises for occupancy, said rentable
square footage, related Base Rent (as hereinafter defined) and Tenant’s Share
shall be adjusted accordingly by an amendment to this Lease executed by
Landlord and Tenant.  [In determining the number of rentable square feet
comprising the Premises, the number of usable square feet therein was
multiplied by 1.15.]


 


2












 


1.11                
Permitted Use: General
office purposes.


 


1.12                
Lease
Year:  The period of twelve (12) months or less commencing with the
Commencement Date and ending at midnight on the following December 31,
each successive period of twelve (12) months thereafter during the Lease Term,
and the final period of twelve (12) months or less commencing on January 1
of the year in which the Lease Term expires.  During any Lease Year within
the Lease Term that is less than twelve (12) full months, any amount to be paid
for such period shall be prorated, based on the actual number of months and the
actual number of days of any partial month assuming each month to have thirty
(30) days.


 


2.                                      
Lease Grant.


 


2.1                      
In consideration of
the Rent (as hereinafter defined) to be paid and the other covenants and
agreements to be performed by Tenant, Landlord does hereby lease, demise and
let unto Tenant the Premises, shown on the plan attached hereto as Exhibit “A-l”
and incorporated herein by reference, commencing on the Commencement Date and
ending on the last day of the Lease Term, unless sooner terminated as herein
provided.  No easement for light, air or view is granted, given or implied
herein.


 


2.2                      
If this Lease
is executed before the Premises become vacant, or otherwise available-for
occupancy, or if any tenant-or occupant of the Premises holds over, and
Landlord cannot acquire possession of the-Premises-prior to the Commencement
Date, or if-Landlord, for any reason whatsoever, cannot deliver possession of
the Premises to-Tenant,- with the to be installed-or constructed pursuant to
the Work Letter Agreement attached hereto as Exhibit “E” and
incorporated-herein by reference (the “Work Letter”), substantially complete,-on
the scheduled Commencement Date, this Lease-shall not be void or voidable, nor
shall-Landlord-be liable to Tenant for any loss or-damage-resulting therefrom,
and Tenant shall accept-possession of the Premises when-Landlord-is-able-to
tender the same.  If Landlord shall be delayed-in substantially completing
the Premises-as a-result of (i) Tenant’s request for materials other than
Landlord’s standard, or (ii) Tenant’s-changes in the approved plans,
or-(iii) delays in performance of work by a person,-firm or corporation
employed by-Tenant (collectively; “Tenant’s Delay”), the scheduled Commencement
Date shall not fee-postponed, and the Lease Term and Tenant’s obligation to pay
Base Rent-and Additional Rent (as hereinafter-defined) shall commence as of-the-scheduled-Commencement-Date.
 The taking of possession of all or any portion of the-Premises shall be
deemed proof that Tenant has accepted the same as suitable for the
purposes-herein-intended and-has acknowledged that-the-same comply with-Landlord’s
obligations, subject only to a punch list of items to be-completed, to be
generated by the architect or space planner-engaged under Exhibit “E”
to this Lease immediately prior to the time Tenant takes
occupancy-of-the-Premises.  Within-ten (10) days after request of
Landlord, if Landlord makes such a request, Tenant shall give-Landlord a
document-confirming the-Commencement


 


3












 


Date, and certifying that
Tenant-has accepted delivery of the Premises and that the condition of the
Premises-complies with Landlord’s obligations hereunder.  Such document
shall be in the form attached hereto as Exhibit “C” and
incorporated herein-by reference. Tenant’s failure to execute and return said
document within the aforesaid ten (10) -day period shall constitute an acceptance-of
the document as delivered by Landlord.


 


2.2                                
If this Lease is
executed before the Premises become vacant, or otherwise available for
occupancy, or if any tenant or occupant of the Premises holds over, and Landlord
cannot acquire possession of the Premises prior to the Commencement Date,
Landlord shall not be in default hereunder, and Tenant shall accept possession
of the Premises when Landlord is able to tender the same, such date shall be
deemed to have accepted the same as suitable for the purposes herein intended
and to have acknowledged that the same comply with Landlord’s obligations.
 Within ten (10) days after request of Landlord, Tenant shall give
Landlord a document confirming the Commencement Date, and certifying that
Tenant has accepted delivery of the Premises and that the condition of the
Premises complies with Landlord’s obligations hereunder. Such document shall be
in the form attached hereto as Exhibit “B”, by this reference
incorporated herein.


 


3.                                      
Rent.


 


3.1                                
Tenant agrees to pay
to Landlord in advance on or before the first day of each month the Base Rent,
subject to adjustment as hereinafter provided, without deduction or set off,
for each month of the entire Lease Term. One such monthly installment together
with the Security Deposit shall be due and payable by Tenant to Landlord upon
execution of this lease, and a like Each monthly installment shall be due and
payable without demand on or before the first day of each calendar month
succeeding the Commencement Date during the Lease Term.  Base Rent for any
period of less than a full month shall be prorated, based on one thirtieth
(1/30) of the current Base Rent for each day of the partial month this Lease is
in effect.


 


3.2                                
In addition to and
along with the monthly installments of Base Rent pursuant to
Subsection 3.1 hereof, Tenant shall pay to Landlord an amount equal to the
sum of all taxes on Rent, directly or indirectly imposed by any government
entity (the “Rent Tax”) as Additional Rent.


 


3.3                                 
If any installment of
the Base Rent, or any other sums owed by Tenant to Landlord under this Lease,
is not received within five (5) days after the due date thereof, without
implying Landlord’s consent to such late payment, or if Landlord pays a sum on
behalf of or for Tenant (which Landlord may do in Landlord’s sole and absolute
discretion), and Landlord is not repaid such sum within ten (10) days
after demand therefore is made, Tenant, to the extent permitted by law, agrees
to pay, in addition to said installment of the Base Rent or such other sum
owed, a late payment charge equal to ten percent (10%) of the installment of
the Base Rent


 


4












 


or such other sums owned.
 Said late payment charge shall constitute liquidated damages and shall be
for the purpose of reimbursing Landlord for additional costs and expenses which
Landlord expects to incur in connection with the handling and processing of
late installment payments of the Base Rent and such other sums owed by Tenant
to Landlord hereunder.  If there is a late payment by Tenant, the damages
resulting to Landlord will be difficult to ascertain precisely, and the foregoing
charge constitutes a reasonable and good faith estimate by the parties of the
extent of such damages and does not constitute interest.  Notwithstanding
the foregoing, such late charges shall not apply to any sums which may have
been advanced by Landlord to or for the benefit of Tenant pursuant to this
Lease.  If any check delivered to Landlord by Tenant in payment of Base
Rent or Additional Rent is not honored by the financial institution upon which
such check was drawn and is returned to Landlord for any reason whatsoever,
Landlord may impose, as Additional Rent, a returned check service charge of
$15.00 or five percent (5%) of the amount of such returned check, whichever is
greater, each time a check is not honored and returned to Landlord.  Such
returned check service charge shall be in addition to and not in lieu of any
late payment charge.  If any two (2) checks delivered to Landlord by
Tenant during the Lease Term in payment of Base Rent or Additional Rent are not
honored by the financial institution upon which such checks were drawn are
returned to Landlord for any reason whatsoever, Landlord may require, upon
written notice to Tenant, that any and all subsequent payments of Base Rent or
Additional Rent be made by either cash, money order or cashier’s check for the
balance of the Lease Term.


 


3.4                                
The Security Deposit
shall be held by Landlord as security for the performance by Tenant of Tenant’s
covenants and obligations under this Lease. Such deposit shall not be considered
an advance payment of Rent or a measure of Landlord’s damages in a default by
Tenant.  No interest or other such return shall be paid on said Security
Deposit.  Upon any event of default by Tenant, Landlord may (but shall not
be obligated to), without prejudice to any other remedy, use the Security
Deposit to the extent necessary to fund any arrearage of Rent and any other
damage, injury, expense or liability caused to Landlord by such event of
default.  Following such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied to restore the Security Deposit
to its original amount.  If there is not then an event of default, any
remaining balance of the Security Deposit shall be returned by Landlord to Tenant
upon termination of this Lease.  If Landlord transfers its interest in the
Premises during the Lease Term, Landlord may assign the Security Deposit to the
transferee and thereafter shall have no further liability for the return of the
Security Deposit.  The Security Deposit may be co-mingled or combined with
other accounts or funds of Landlord.


 


3.5                                
All sums other than
Base Rent payable by Tenant to Landlord under this Lease shall constitute
“Additional Rent”.  Base Rent and Additional Rent are herein referred to
collectively as “Rent”. All Rent due hereunder shall bear interest from the due
date until paid in full at a rate equal to the lesser of:  (a) the
prime interest rate in effect from day to day at NationsBank of Georgia, N.A.,
plus three (3) percentage points; or (b) the maximum legal rate
allowed by law (the “Default Rate”). If more than the maximum legal rate of
interest should ever be collected with regard to any sum due hereunder, said
excess amount shall be credited against


 


5












 


future payments of Rent
accruing thereafter.  If no such further Rent accrues hereunder, said
excess sums shall be promptly refunded by Landlord to Tenant upon demand by
Tenant.


 


3.6                                
No payment by Tenant
or receipt by Landlord of a lesser amount than the correct Rent shall be deemed
to be other than a payment on account, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment be deemed an
accord and satisfaction.  Landlord may accept such check of payment
without prejudice to Landlord’s right to recover the balance or to pursue any
other remedy.


 


4.                                      
Increases in
Base Rent.


 


4.1                                
-The Base Rent
payable under-Section 3.1 hereof is based upon-the Revised Consumer Price
Index for the United States, All Urban-Consumers:  All items (1982 1984 =
100) (“Consumer Price Index”) published by the Bureau of Labor Statistics,
United-States Department-of-Labor.  The base index (“Base Index”)-for-this
Lease is hereby stipulated-to-be the Consumer Price Index for the month in
which the Lease-Term commences, or if no such index is published-for said
month, then the Base-Index shall-be the Consumer-Price Index-for the month
which is nearest, but-prior to, the Commencement Date. — On each anniversary of
the Commencement-Date during the-Lease-Term, the Base-Rent shall be adjusted so
that it-shall-be equal-to the product-of (a) a  fraction, the numerator-of-which is the Consumer Price
Index-for the month in question,-and the denominator of which is the Base
Index, multiplied by (b) the Base Rent specified-in Section 1.8
hereof prior-to-any adjustment provided; however, the Base Rent shall not be
less than the amount-of-Base-Rent-due on the immediately prior anniversary of
the Commencement Date (or the Commencement Date itself, -if applicable). — If
the index for any anniversary in question is not published as of the effective
date of adjustment,-then Tenant shall continue to pay the existing Base
Rent-due from Tenant until the index necessary to perform the calculations
described herein is published and Landlord is able to calculate the revised
amount of Base Rent due from Tenant, or, in the-alternative, at
Landlord’s-option,-Landlord-shall provide such comparable-period for
adjustment-purposes, using the Consumer Price Index which is nearest, but prior
to, the adjustment date in-question and the Commencement Date.  Upon the
submission of such calculation-from Landlord, Tenant-shall thereafter pay the
adjusted Base Rent.  Tenant shall-also-pay within thirty-(30) days after
such calculation the-difference between what- Tenant has paid in Base Rent for
the year in question and what Tenant would have paid, had the-adjustment in-question
been made and Base Rent at the adjusted rate paid-as-of January 1 of said
year.


 


4.2                                
If the
Consumer Price -Index as now published-shall-be revised or cease to be compiled
and published-during-the Lease-Term,-then the Bureau of Labor-Statistics shall
be requested to furnish a statement converting-the Base Index to a figure that
would be-comparable to another index published by the Bureau of
Labor-Statistics and such other index shall be-used-in


 


6












 


computing the adjustment
in Rent provided herein.  Should the parties not be able to secure such
appropriate-conversion or adjustment, they-shall-agree on some-other index
serving the same purpose to adjust the Rent-as provided herein.


 


5.                                      
Landlord’s
Obligations.


 


5.1                                
Subject to the
limitations hereinafter set forth, Landlord shall furnish Tenant while
occupying the Premises and while Tenant is not in default under this Lease
facilities to provide (a) water at those points of supply provided for
general use of tenants of the Building, (b) heat and air conditioning in
season, from 7:00 a.m. to 6:00 p.m.  Monday through Friday and
from 7:00 a.m. to 1:00 p.m. on Saturdays, except for holidays, at
temperatures and amounts reasonably considered by Landlord to be standard such
service at night and on Saturday afternoons, Sundays and holidays to be
furnished only at the written request of Tenant, who shall pay upon demand
Landlord’s customary charges for such services; (c) janitorial services to
the Premises on weekdays other than holidays (such janitorial service shall not
include cleaning or polishing of furniture, the shampooing of carpets or rugs,
or any personal service) and window washing as may, in Landlord’s judgment, be
reasonably required, and (d) subject to Section 5.6 hereof, elevators
for ingress and egress to the floor on which the Premises are located, in
common with other tenants, provided that Landlord may limit the number of
elevators to be in operation at times other than during customary business
hours for the Building and on holidays.  Landlord also agrees to maintain
the public and common areas (the “Common Facilities”) of the Building, such as
lobbies, stairs, corridors and rest rooms, in reasonably good order and
condition, except for damage caused by Tenant, or its employees, agents or
invitees.  If Tenant desires services specified in this Section at
any time other than times herein designated, such service shall be supplied to
Tenant only at the request of Tenant delivered to Landlord before
3:00 p.m. on the date which is two (2) business days preceding such
extra usage.  Tenant shall pay to Landlord as Additional Rent the cost of
such service upon receipt of a bill therefore.


 


5.2                                
Landlord shall
provide standard electric lighting and current for Tenant’s use of the Premises
and shall make available electric lighting and current for the common areas of
the Building, in the manner and to the extent deemed by Landlord to be
standard.  If Tenant’s use of electric current (a) exceeds 110 volt
power, or (b) exceed that required for routine lighting and operation of
general office machines (such as typewriters, dictating equipment, desk model
adding machines and the like) which use 110 volt electrical power, then the
Tenant shall pay on demand the cost (as determined by Landlord) of any such
excess.  Without Landlord’s prior consent, Tenant shall not install any
data processing or computer equipment in the Premises or any other equipment
which it shall require for its use other than the normal electrical current or
other utility service.  Whenever heat generating machines or equipment
(other than general office machines described above) are used in the Premises
by Tenant which affect the temperature otherwise maintained by the air
conditioning system or otherwise overload any utility, Landlord


 


7












 


shall have the right to
install supplemental air conditioning units or other supplemental equipment in
the Premises, and the cost thereof (as determined by Landlord), including
without limitation, the cost of installation, operation, use and maintenance,
shall be paid by Tenant to Landlord on demand.  The rate charged by
Landlord shall not exceed the rate prevailing for Tenant as a user as
established by the applicable rate classification published from time to time
by the local electric power company or other utility supplier.  The
obligation of the Landlord to make available such utilities shall be subject to
the rules and regulations of the supplier of such utilities and of any
municipal or other governmental authority regulating the business of providing
such utility service.  Tenant will be billed monthly for such additional
utility service and all such charges shall be considered due upon delivery of
such bill and be deemed Additional Rent due from Tenant.


 


5.3                                
Landlord shall not be
liable or responsible to Tenant for loss, damages or expense Tenant sustains or
incurs if either the quantity or character of any utility service is changed or
is no longer available or is no longer suitable for Tenant’s
requirements.  Tenant covenants and agrees that its use of electric
current shall never exceed the capacity of existing feeders to the Building or
the risers or wiring installations.  Any riser or risers or wiring
required or necessary to meet Tenant’s excess electrical requirements upon
written request of Tenant will be installed by Landlord at the sole cost and
expense of Tenant (if, in Landlord’s sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs or expense or interfere with or disturb other
tenants.  At any time when Landlord is making such additional utility
service available to the Premises, Landlord may, at its option, upon not less
than thirty (30) days’ prior written notice to Tenant, discontinue the availability
of such additional utility service.  If Landlord gives any such notice of
discontinuance, Landlord shall make all the necessary arrangements with the
public utility supplying the utilities to the Premises with respect to
obtaining such additional utility service to the Premises, but Tenant will
contract directly with such public utility for the supplying of such additional
utility service to the Premises).


 


5.4                                
Failure to any extent
to make available, or any slow-down, stoppage or interruption of, these
defined services resulting from any cause (including, but not limited to,
Landlord’s compliance with (a) any voluntary or similar governmental or
business guideline now or hereafter published or (b) any requirements now
or hereafter established by any governmental agency, board or bureau having
jurisdiction over the operation and maintenance of the Building) shall not
render Landlord liable for damages to person, property, or business, nor be
construed as an eviction of Tenant or work an abatement of Rent, nor relieve
Tenant from fulfillment of any covenant or agreement hereof.  If any
equipment or machinery furnished by Landlord break down or for any cause cease
to function properly, Landlord shall use reasonable diligence to repair same
promptly, but Tenant shall have no claim for abatement of Rent or damages for
any reasonable interruptions in service occasioned thereby or resulting there
from.


 


8












 


5.5                                
Tenant’s obligations
to pay Additional Rent pursuant to this Article 5 shall continue to the
actual date of expiration or termination of this Lease.  If Landlord
terminates this Lease without waiving Landlord’s right to seek damages against
Tenant, Tenant’s obligation to pay any and all Additional Rent pursuant to this
Article 5 shall not terminate as a result thereof.


 


5.6                                
Landlord may at any
time remodel or alter the Building or the Project, or change the location of
any entrance thereto, or any other portion thereof not occupied by Tenant, and
the same shall not constitute a constructive, actual, total or partial
eviction.  Landlord reserves the right to regulate at all times the number
of elevators that will be operated in the Building.  Landlord reserves the
right to stop the elevators at any time in cases of breakage, repair or
replacement of machinery or any emergency or accident.


 


6.                                      
Reimbursement for
Operating Costs.


 


6.1                                
Definitions.  The definitions set forth in this
Subsection 6.1 shall be applied whenever any of the following terms are
used in this Section 6.


 


6.1.1                       
Operating Costs: shall mean all costs paid by Landlord or
its representatives in connection with the ownership, management, maintenance,
operation, insuring, repairing, redecorating, cleaning and securing of the
Building, as determined by Landlord to be necessary or appropriate, including,
without limitation, all of the following costs:


 


6.1.1.1                     
All wages, salaries,
commissions and related expenses of all on-site and off-site agents, employees
and contractors engaged in the management, operation, maintenance, repair,
redecoration, renovation, cleaning, and security of the Building, plus the
costs of all management, maintenance, and security offices in the Building.


 


6.1.1.2                     
All supplies and
materials used and labor charges incurred in the management, operation,
maintenance, repair, redecoration, renovation, cleaning and security of the
Building.


 


6.1.1.3                     
All equipment
purchased or leased for the performance of Landlord’s obligations hereunder.


 


6.1.1.4                     
All management,
maintenance, leaning, security, promotional and other service agreements for
the Building and the equipment therein, including, without limitation, alarm
service, security service, window cleaning, and elevator and escalator
maintenance.


 


6.1.1.5                     
All accounting, legal
and engineering fees and expenses, including, without limitation, the cost of
audits by certified public accountants.


 


9












 


6.1.1.6                     
All insurance
premiums, including, without limitation, fire, casualty, extended coverage,
public liability, rent abatement, boiler, and worker’s compensation insurance
applicable to the Building, Landlord’s employees and Landlord’s personal
property used in connection therewith.


 


6.1.1.7                     
All redecorating and
renovation (including painting, wallpapering and floor covering), maintaining
and repairing of the Building and Common Areas, structural or of non-structural
nature, including, without limitation, the mechanical, electrical, heating,
ventilating and air conditioning equipment, landscape maintenance and the
replacement of trees and shrubbery.


 


6.1.1.8                     
All removing of
trash, rubbish, garbage and other refuse from the Building, as well as removal
of ice and snow from the sidewalks, driveways and parking lots.


 


6.1.1.9                     
All amortization of
capital improvements, determined in a manner consistent with generally accepted
accounting principles, consistently applied, (including accounting, legal,
architectural and engineering fees incurred in connection therewith) made to
the Building subsequent to the Commencement Date which (i) will improve
operating efficiencies or the quality of the Building; (ii) may be
required by any law; or (iii) improve or enhance the health of persons in
the Building or safety of the Building.


 


6.1.1.10               
All charges for
electricity, gas, water, sewer, and other utilities furnished to or services or
privileges made available to users of the Building.


 


6.1.1.11               
All ad valorem
property taxes covering all real and personal property constituting a part of
the Building, including, but not limited to, all general and special
assessments of every kind.


 


6.1.1.12               
All other expenses of
maintaining, operating, insuring, securing, managing, cleaning, redecorating,
renovating or repairing the Building, whether or not any of the foregoing shall
be designated “real property tax,” “excise tax,” “business tax” or designated
in any other manner, except the Rent Tax.


 


6.1.2       
Notwithstanding any of the foregoing to the contrary, Operating Costs shall not
include:


 


6.1.2.1                     
Costs which are
directly reimbursed to Landlord by other tenants.


 


10












 


6.1.2.2                     
Payments on mortgages
or ground leases owed by Landlord.


 


6.1.2.3                     
Costs of leasehold
improvements for which Landlord has agreed to pay.


 


6.1.2.4                     
Payment of any return
on equity to any owner of the Building.


 


6.1.2.5                     
Costs reimbursed by
proceeds of insurance.


 


6.1.2.6                     
Costs of the initial
construction of the Building or any depreciation thereof.


 


6.1.2.7                     
Payments of claims,
damages or expenses resulting from any willful misconduct of Landlord or any of
its authorized representatives.


 


6.1.2.8                     
Costs or roof
replacement or structural repairs.


 


6.1.3                       
Tenant’s Share.  Shall mean the percentage that
expresses the ratio between the number of rentable square feet comprising the
Premises (4,525), and the number
of rentable square feet of the Building (127,859), which, for the purposes of
the Lease, shall be .035391.


 


6.2                                
Payment of
Operating Costs by Tenant.  In addition to the Base Rent, Tenant agrees to pay as
Additional Rent to Landlord Tenant’s Share of estimated Operating Costs in
excess of the Operating Costs for the Building for 2004, on a per rentable square foot per annum basis and
adjusted as required herein (the “Initial Operating Costs”), which Additional
Rent shall be due in twelve (12) equal installments in each Lease Year.
 All subsequent payments of Tenant’s Share of Operating Costs shall be due
and payable without demand, deduction or set off in advance on or before the first
day of each month of the Lease Term.  During any Lease Year within the
Lease Term that is less than twelve (12) full months, any amount to be paid
with respect to such period shall be proportionately adjusted based on that
portion of the Lease Year that this Lease is in effect.


 


6.3                                
Calculation of
Operating Costs.
 On or before December 15 of each Lease Year, Landlord shall provide
Tenant with Landlord’s estimate of Tenant’s Share of estimated Operating Costs
for the following Lease Year.  Beginning on the January 1 of each
Lease Year the amount of Tenant’s Share of estimated Operating Costs shall be
adjusted to the amount set forth in Landlord’s notice.  As promptly as
practicable after the end of each Lease Year, Landlord shall compute the actual
Operating Costs for the previous Lease Year.  If Tenant’s Share of the
actual Operating Costs is greater than the amount Tenant paid to Landlord as


 


11












 


Tenant’s Share of the
estimated Operating Costs for the previous Lease Year, Tenant shall, within
fifteen (15) days after receipt of notice of Tenant’s Share of actual Operating
Costs, pay to Landlord as Additional Rent an amount equal to the difference
between Tenant’s Share of actual Operating Costs and Tenant’s Share of estimated
Operating Costs.  If Tenant’s Share of the actual Operating Costs for any
Lease Year is less than the amount Tenant paid to Landlord as Tenant’s Share of
estimated Operating Costs for such Lease Year, such excess amount shall be
applied against the installment of Additional Rent next coming due until the
same has been fully applied.


 


6.4                                
Adjustments to
Operating Costs.
 Notwithstanding anything to the contrary contained herein, if the
Building is not fully occupied during any calendar year, appropriate
adjustments shall be made to determine Operating Costs as though the Building
has been ninety percent (90%) occupied in such calendar year.


 


6.5                                
Audit Rights.  Within thirty (30) days of its
receipt of the operating statement, Tenant at its sole cost and expense shall
have the right to review in Landlord’s offices and during normal business hours
Landlord’s records of Operating Costs stated in the operating statement. 
If within such thirty (30) day period, Tenant does not give written notice
stating in detail reasonable objections to such calculations, Tenant shall be
deemed to have given approval of such calculations.  Failure to pay such
Additional Rent, whether or not under protest, within said thirty (30) day
period and failure to cure such default within ten (10) days thereafter
shall constitute an event of default hereunder.


 


7.                                      
Permitted Use.  Tenant shall use the Premises
only for the Permitted Use.  Tenant will not occupy or use the Premises,
or permit any portion of the Premises to be occupied or used, for any business
or purpose other than the Permitted Use or for any use or purpose which is
unlawful in part or in whole or deemed to be disreputable in any manner or
extra hazardous on account of fire, nor shall Tenant use, store, or discharge
any “Hazardous Material” as defined in Section 45 hereof, nor permit
anything to be done which will in any way increase the rate of insurance on the
Building or contents; and if, by act of Tenant, there is any increase in the
rate of insurance on the Building or contents created by Tenant’s acts or
conduct, then such acts of Tenant shall be an event of default hereunder and
Tenant shall pay to Landlord the amount of such increase on demand.
 Acceptance of such payment shall not constitute a waiver of any of
Landlord’s other rights provided herein.  Tenant will conduct its business
and control its agents, employees and invitees to not create any nuisance, nor
interfere with, annoy or disturb other tenants or Landlord in the management of
the Building.  Tenant will maintain the Premises in a clean, healthful and
safe condition and will comply with all laws, ordinances, orders,
rules and regulations (state, federal, municipal and other agencies of
bodies having jurisdiction thereof) with reference to the use, condition or
occupancy of the Premises as well as the provisions of all recorded documents
affecting the Building.  Tenant will not, without the prior consent of
Landlord, paint, install lighting or install any signs, window or door
lettering or advertising media of any type on or about the Premises.
 Tenant shall not place a load upon any floor of the Premises exceeding
the floor load per square foot which such floor was designated to carry or


 


12












 


which is allowed by law.
 Landlord hereby reserves the right to prescribe the weight and position
of all safes or other unusually heavy equipment which must be placed so as to
distribute the weight.  Business machines and mechanical equipment shall
be placed and maintained by Tenant, at Tenant’s sole cost and expense, in
settings sufficient in Landlord’s judgment to absorb and prevent transmission
of vibration, noise and annoyance.  Tenant shall not install or use in the
Premises any electrical machinery or appliances which in Landlord’s sole
judgment may overload the electrical wiring or equipment capacity in the
Premises or the Building.


 


8.                                      
Tenant’s Repairs
and Alterations.


 


8.1                                
Tenant will not
deface or injure the Building, and will pay the cost of repairing any damage or
injury done to the Building or any part thereof by Tenant or Tenant’s agents,
employees or invitees.  Tenant shall take good care of the Premises and
keep them free from waste and nuisance of any kind.  Tenant shall keep the
Premises, including all fixtures installed by Tenant, in good condition, and to
make all necessary non-structural repairs except those caused by fire, casualty
or acts of God covered by Landlord’s insurance policy covering the Building,
(if any). The performance by Tenant of its obligations to maintain and make
repairs shall be conducted only by contractors and subcontractors consented to
by Landlord, and Tenant shall procure and maintain and shall cause such
contractors and subcontractors engaged by or on behalf of Tenant to procure and
maintain insurance coverage against such risks, in such amounts and with such
companies as Landlord requires in connection with such maintenance and repair.
 Tenant shall prohibit any contractor it engages or subcontractor or
material suppliers engaged through such contractor from filing any notice or
notices of commencement of public record as a part of or in connection with
work on the Premises.  Tenant hereby further covenants and agrees to
provide Landlord with copies of any notices Tenant receives in connection with
such work.


 


8.2                                
If Tenant fails to
make the repairs described above within fifteen (15) days after the occurrence
of the damage or injury, Landlord may at its option make such repair, and
Tenant shall, upon demand therefore, pay Landlord one hundred ten percent
(110%) of the cost thereof.  At the end or other termination of this
Lease, Tenant shall deliver the Premises with all improvements located thereon
(except as otherwise herein provided) in good repair and condition, reasonable
wear and tear excepted; and shall deliver to Landlord all keys to the Premises.


 


8.3                                
Tenant will not make
or allow to be made any alterations or physical additions in or to the Premises
without the prior written consent of Landlord.  All alterations, additions
or improvements (whether temporary or permanent in character) made in or upon
the Premises by Landlord or Tenant shall be Landlord’s property on termination
or expiration of this Lease and shall remain on the Premises without
compensation to Tenant, provided that Landlord, at its option, may by notice to
Tenant, require Tenant to remove any such alterations, additions


 


13












 


or improvements at
Tenant’s cost and restore the Premises to the condition of the Premises at the
Commencement Date, normal wear and tear excepted.  All furniture, movable
trade fixtures and equipment installed by Tenant may be removed by Tenant at
the termination of this Lease if Tenant elects, and shall be removed if
required by Landlord, or if not removed shall, at the option of Landlord,
become the property of Landlord.  All such installations, removals and
restoration shall be accomplished in a good workmanlike manner so as not to
damage the Premises or the structure of the Building or the plumbing,
electrical or other utilities.


 


8.4                                
There shall be no
allowance to Tenant for a diminution of rental value of the Premises and no
liability on the part of Landlord for inconvenience, annoyance or injury to
business arising from Landlord, Tenant or others making any repairs,
alterations, additions, or improvements in or to any portion of the Project or
the Premises, or in or to any fixtures or personal property attached thereto or
located therein.


 


9.                                      
Subletting and
Assigning.


 


9.1                                
Tenant shall not
assign, mortgage or encumber this Lease, nor sublet, suffer or permit the
Premises or any part thereof to be used by others, without the prior consent of
Landlord, which shall not be unreasonably
withheld.  If this Lease is assigned, or if the Premises or any
part hereof be sublet or occupied by anyone other than Tenant, without
Landlord’s prior consent, Landlord may collect from the assignee, subtenant or
occupant, and apply the net amount collected to the Rent, but no such
assignment, subletting, occupancy or collection shall be a waiver of this
covenant, or the acceptance of the assignee, subtenant or tenant, or a release
of Tenant from the further performance of its covenants herein contained.
 The consent by Landlord to an assignment or subletting shall not be
construed to relieve Tenant from obtaining Landlord’s consent to any further
assignment or subletting.


 


9.2                                
For the purposes of
this Lease, an “assignment” prohibited by this Section 9 shall be deemed to
include the following: if Tenant is a partnership, a withdrawal or change
(voluntary, involuntary, by operation of law) of any one or more of the
partners thereof, if such withdrawal represents twenty-five (25%) or more of
the partners in the partnership as then constituted, or the dissolution of the
partnership; or, if Tenant consists of more that one person, a purported
assignment, transfer, mortgage of encumbrance (voluntary, involuntary, by
operation of law or otherwise) from one thereof to the other or other thereof,
or to any third party; or, if Tenant is a corporation, any dissolution, merger,
consolidation or other reorganization of Tenant, or any change in the ownership
(voluntary, involuntary, by operation of law, creation of new stock or otherwise)
of fifty percent (50%) or more of its capital stock from the ownership existing
on the date of execution hereof, or, the sale of fifty percent (50%) of the
value of the assets of Tenant.


 


14












 


9.3                                
Notwithstanding the
foregoing, without Landlord’s consent, but upon ten (10) days’ written
notice to Landlord, this Lease may be assigned, or the Premises may be sublet,
to any corporation which is a parent, subsidiary or affiliate of Tenant. 
For the purposes of this Section 9, a “parent” shall mean a corporation
which owns not less than one hundred percent (100%) of the outstanding stock of
Tenant, a “subsidiary” shall mean any corporation not less than one hundred
percent (100%) of whose outstanding stock shall be owned by Tenant, and an
“affiliate” shall mean any corporation not less than one hundred percent (100%)
of whose outstanding stock shall be owned by Tenant’s parent.


 


9.4                                
No less than thirty’
(30) days prior to the effective date of a proposed assignment or sublease
(other than one made pursuant to Subsection 9.3), Tenant shall offer to
reconvey to Landlord, as of said effective date, that portion of the Premises
which Tenant is seeking to assign or sublet, which offer shall contain an
undertaking by Tenant to accept, as full and adequate consideration for the
reconveyance, Landlord’s release of Tenant from all future Rent and other
obligations under this Lease for the Premises or portion thereof so
reconveyed.  Landlord, in its absolute discretion, shall accept or reject
the offered reconveyance within thirty (30) days of the offer.  If
Landlord accepts, the reconveyance shall be evidenced by an agreement
acceptable to Landlord in form and substance.  If Landlord fails to accept
or reject the offer within the thirty (30) day period, Landlord shall have
rejected the offer.


 


9.5                                
If Landlord rejects
or is deemed to have rejected Tenant’s offer of reconveyance and if Landlord
gives its consent to any assignment of this Lease or to any sublease, or if
Tenant is otherwise permitted to make any assignment or sublease pursuant to
this Lease, Tenant shall in consideration therefore, pay to Landlord, as
Additional Rent:


 


9.5.1                       
For an assignment, an
amount equal to all sums and consideration paid to Tenant by the assignee for
or by reason of such assignment (including any sums paid for the sale, rental,
or use of Tenant’s Property in excess of the then unamortized value of Tenant’s
Property as reflected in Tenant’s federal income tax returns) less the
reasonable brokerage commissions and legal fees, if any, actually paid by
Tenant in connection with such assignment; and


 


9.5.2                       
For a sublease, any
rents, additional charge or other consideration payable under the sublease to
Tenant by the subtenant (including any sums paid for the sale, rental or use of
Tenant’s Property in excess of the then unamortized value of Tenant’s Property
as reflected in Tenant’s federal income tax returns) that are in excess of the
Rent during the term of the sublease with respect to the subleased space, less
the reasonable brokerage commissions and legal fees, if any, actually paid by
Tenant in connection with such subletting.


 


The sums payable under
this Subsection 9.5 shall be paid to Landlord as and when payable by the
assignee or subtenant to Tenant.


 


9.6                                
Tenant shall
reimburse Landlord on demand for any reasonable costs that Landlord may incur
in connection with said assignment or sublease, including the reasonable


 


15












 


costs of Investigating
the acceptability of the proposed assignee or subtenant, and reasonable legal
costs incurred in connection with the granting of any requested consent.


 


9.7                                
No assignment or
subletting shall affect the continuing primary liability of Tenant (which,
following assignment, shall be joint and several with the assignee), and Tenant
shall not be released from performing any of its obligations hereunder.


 


10.                                
Indemnity.  Landlord shall not be liable for
and Tenant will indemnify and save harmless Landlord of and from all fines,
suits, demands, losses and actions (including attorneys’ fees) for any injury
to person or damage to or loss of property on or about the Premises caused in
whole or in part by the negligence or misconduct of, or breach of the Lease by
Tenant and its employees, subtenants, invitees or by any other person entering
the Premises, the Building, or the Project under express or implied invitation
of Tenant, or arising out of Tenant’s use of the Premises.  Landlord shall
not be liable or responsible for any loss or damage to any property or death or
injury to any person occasioned by theft, fire, act of God, public enemy,
criminal conduct of third parties, injunction, riot, strike, insurrection, war,
court order, requisition of other governmental body or authority, by other
tenants of the Building or any other matter, or for any injury or damage or
inconvenience which may arise through repair or alteration of any part of the
Building, or failure to make repairs, or from any cause whatever except
Landlord’s willful misconduct.  Landlord shall not be liable for any loss
of Tenant’s business revenue.


 


11.                                
Subordination and
Mortgagee’s Right to Cure Landlord’s Defaults.  This Lease and all rights of Tenant hereunder
are subject and subordinate to any deeds to secure debt, mortgages or any other
instruments of security, as well as to any ground leases, that now or hereafter
cover all or any part of the Building, the land situated beneath the Building
or any interest of Landlord therein, and to any and all advances made on the
security thereof, and to any and all increases, renewals, modifications,
consolidations, replacements and extensions of any such instruments.  This
provision shall be self-operative and no further instrument shall be required
to effect such subordination of this Lease.  Tenant shall, however upon
demand execute, acknowledge and deliver to Landlord any and all instruments and
certificates that in the judgment of Landlord may be necessary or proper to
confirm or evidence such subordination.  Notwithstanding the generality of
the foregoing provisions of this Section, Tenant agrees that any such mortgagee
shall have the right at any time to subordinate any such instruments to this
Lease on such terms and subject to such conditions as such mortgagee may deem
appropriate.  Tenant further covenants and agrees upon demand by
Landlord’s mortgagee at any time, before or after the institution of any
proceedings for the foreclosure of any such instruments, or sale of the
Building pursuant to any such instruments, to attorn to such purchaser upon any
such sale and to recognize such purchaser as Landlord under this Lease. 
The agreement of Tenant to attorn upon demand of Landlord’s mortgagee contained
in the immediately preceding sentence shall survive any such foreclosure
sale.  Tenant shall upon demand at any time or times before or after any
such foreclosure sale, execute, acknowledge and deliver to Landlord’s mortgagee
any and all instruments and certificates that in the judgment of Landlord’s
mortgagee may be necessary or proper to confirm or evidence such attornment. 
Tenant hereby irrevocably appoints Landlord’s


 


16












 


mortgagee as Tenant’s
agent and attorney-in-fact for the purpose of executing, acknowledging and
delivering any such instruments and certificates.


 


12.                                
Rules and Regulations.  Tenant and Tenant’s agents,
employees and invitees will comply with all the rules and regulations of
the Building that are attached hereto as Exhibit “D” and
incorporated herein by reference.  Landlord in its sole judgment shall
have the right to change such rules and regulations or to promulgate other
rules and regulations in a manner deemed advisable for safety, care, or
cleanliness of the Building and related facilities or premises, and for
preservation of good order therein, all of which rules and regulations,
changes and amendments will be forwarded to Tenant in writing and shall be
carried out and observed by Tenant.  Tenant shall further be responsible
for the compliance with such rules and regulations by the employees, servants,
agents, visitors and invitees of Tenant.


 


13.                                
Inspection.  Landlord or its officers, agents,
and representatives shall have the right to enter into and upon any and all
parts of the Premises at all reasonable hours (or, in any emergency, at any
hour) to (a) inspect same or clean or make repairs or alterations or
additions as Landlord may deem necessary (but without any obligation to do so,
except as expressly provided for herein) or (b) show the Premises to
prospective tenants, purchasers or lenders; and Tenant shall not be entitled to
any abatement or reduction of Rent by reason thereof, nor shall such be deemed
to be an actual or constructive eviction.


 


14.                                
Condemnation.  If the Premises, or any part
thereof, or if the Building or any portion of the Building, leaving the
remainder of the Building unsuitable for use as an office building comparable
to its use on the Commencement Date of this Lease, shall be taken or condemned
in whole or in part for public purposes, or sold in lieu of condemnation, then
the Lease Term shall, at the sole option of Landlord, forthwith cease and
terminate.  All compensation awarded for any taking (or sale proceeds to
lieu thereof) shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant.


 


15.                                
Casualty.  If the Building is totally
destroyed by fire or other casualty or if the Premises or Building is so
damaged that rebuilding or repairs cannot be completed within one hundred
eighty (180) days after the date of such damage, Landlord or Tenant may at its
option terminate this Lease, in which event the Rent shall be abated during the
unexpired portion of this Lease effective from the date of such damage. 
If the Building or the Premises are damaged by fire, tornado or other casualty
covered by Landlord’s insurance, but only to such extent that rebuilding or
repairs can be completed within one hundred eighty (180) days after the date of
such damage, or if the damage should be more serious but neither Landlord nor
Tenant elects to terminate this Lease, Landlord shall within ninety (90) days
after the date of such damage commence to rebuild or repair the Building and/or
Premises and proceed with reasonable diligence to restore the Building and/or
Premises to not less than substantially the same condition


 


17












 


in which it was
immediately prior to the casualty, except Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
other improvements which may have been placed by Tenant in the Premises. 
There shall be a fair diminution of Rent during the time the Premises are unfit
for occupancy.  If any mortgagee under a deed to secure debt, security
agreement or mortgage requires the insurance proceeds be applied against the
mortgage debt, Landlord shall have no obligation to rebuild and this Lease
shall terminate upon notice to Tenant; provided, however, that Landlord shall
notify Tenant, within thirty (30) days after any such mortgagee gives a notice
to Landlord of such election to apply such proceeds against the mortgage debt,
of the fact that such mortgagee has done so.  Except as hereinafter
provided, any insurance which may be carried by Landlord or Tenant against loss
or damage to the Building or to the Premises shall be for the sole benefit of
the party carrying such insurance and under its sole control.


 


16.                                
Holding Over.  Should Tenant hold over in the
Premises after the expiration of the Lease Term, unless otherwise agreed to in
writing by Landlord, such holding over shall constitute a tenancy at will, at a
daily rental equal to twice  150%
the daily Rent payable for the last month of the Lease Term, and Tenant shall
pay to Landlord all damages that Landlord may suffer on account of Tenant’s
failure to surrender to Landlord possession of the Premises, and Tenant will
indemnify and save Landlord harmless from and against all claims made by any succeeding
tenant of the Premises against Landlord because of Landlord’s delay in
delivering possession of the Premises to said succeeding tenant resulting from
the holdover by Tenant of the Premises.  The inclusion of the preceding
sentence shall not be construed as Landlord’s consent for Tenant to hold over.


 


17.                                
Taxes on Tenant’s
Property.
 Tenant shall be liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises (herein called
“Tenant’s Property”).  If any such taxes for which Tenant is liable are
levied or assessed against Landlord or Landlord’s property and if Landlord
elects to pay the same or if the assessed value of Landlord’s property is
increased by inclusion of personal property, furniture or fixtures placed by
Tenant in the Premises, and Landlord elects to pay the taxes based on such
increase, Tenant shall pay to Landlord upon demand that part of such taxes for
which Tenant is primarily liable hereunder.


 


18.                                
Events of Default.  The following shall be events of
default by Tenant under this Lease:


 


18.1                          
Tenant shall fail to
pay when due any Rent or other sums payable by Tenant hereunder (or under any
other lease now or hereafter executed by Tenant in connection with the
Building).


 


18.2                          
Tenant shall fail to
comply with or observe any other provision of this Lease (or any other lease
now or hereafter executed by Tenant in connection with the Building), each
provision being of the essence hereof (and thereof); any such breach shall be
deemed and


 


18












 


construed to be of the
very substance of this Lease.  Tenant shall not be in default of this
Lease with respect to any non-monetary obligation until Tenant has received any
notice from Landlord required under this Lease that a breach of such
non-monetary obligation has occurred and Tenant has failed to remedy said
breach within the period of time provided in this Lease following receipt of
such notice.  Should the non-monetary breach reasonably require more than
the specific cure period provided in this Lease, if any, to remedy, then Tenant
shall not be in breach provided it has taken steps within such cure period to
remedy the breach and continues diligently to do so.


 


18.3                          
Tenant or any
guarantor of Tenant’s obligations hereunder shall make an assignment for the
benefit of creditors.


 


18.4                          
Any voluntary or
involuntary petition shall be filed by or against Tenant or any guarantor of
Tenant’s obligations hereunder under any section or chapter of the Federal
Bankruptcy Code, as amended from time to time, or under any similar law or
statute of the United States or any State thereof; or Tenant or any guarantor
of Tenant’s obligations hereunder shall be adjudged bankrupt or insolvent in
proceedings filed there under.


 


18.5                          
A receiver or trustee
shall be appointed for all or substantially all of the assets of Tenant or any
guarantor of Tenant’s obligations hereunder.


 


18.6                          
Tenant shall desert
or vacate the Premises.


 


18.7                          
Any writ of
execution, attachment, or garnishment shall be levied against any interest of
Tenant in this Lease, the Premises, or any property located in the Premises.


 


19.                                
Remedies.  If Tenant defaults under this
Lease, then without any notice or demand to Tenant whatsoever, Landlord shall
have the right (but not any duty) to exercise, on a cumulative basis, any or
all of the following remedies:


 


19.1                          
Landlord may continue
this Lease in full force and effect, and proceed to collect all Rent when due.


 


19.2                          
Landlord may
terminate this Lease by written notice to Tenant.  The termination shall
be effective as of the date specified by Landlord in its notice of termination
and Tenant waives any and all rights it may have to receive notice to vacate
the Premises, the notice to vacate under LSA-C.C.P. art. 4701.  Landlord
may thereafter lease the Premises for such price and on such terms as may be
immediately obtainable and hold Tenant liable not only for the Rent due and
other obligations incurred to the date of termination but also for the excess,
if any, of the net amount that would have been realized by Landlord under this
Lease after the termination over the net amount realized from the new tenant or
tenants after deduction of all costs incurred by Landlord in reletting the
Premises and in collecting the rent in connection therewith.


 


19












 


19.3                          
Landlord may
accelerate and declare immediately due and payable all Rent for the entire
unexpired term of this Lease.


 


19.4                          
Landlord may declare
immediately due and payable the Rent for any part of the unexpired term of this
Leased (including any additional renewal periods for which Tenant shall have
become obligated) and thereafter one or more times Landlord may declare
immediately due and payable such Rent for any additional part or parts of the
unexpired term of this Lease.  Landlord may proceed to effect collection
of any such accelerated Rent together with any other Rent and other obligations
that may be or become due by the Tenant hereunder.


 


19.5                          
Landlord may cure any
default at Tenant’s cost.  If Landlord at any time, by reason of Tenant’s
default, pays any sum to cure any default, the sum so paid by Landlord shall be
immediately due from Tenant to Landlord on demand, and shall bear interest at
the Default Rate from the date paid by Landlord until Landlord shall have been
reimbursed by Tenant.  Said sum, together with interest thereon, shall be
Additional Rent.


 


19.6                          
Landlord may apply
all or part of the Security Deposit, as provided in Section 3.4.


 


19.7                          
Landlord may exercise
any or all other rights or remedies available at law or equity, including,
without limitation, the right to obtain restraining orders, injunctions and
decrees of specific performance.


 


19.8                          
Landlord may obtain
an injunction by any court of competent jurisdiction restraining any threatened
breach or any continuing breach of any of Tenant’s covenants hereunder. 
Any right granted in this Section 19 to Landlord in the event of a default
by Tenant hereunder shall apply to any extension or renewal of this
Lease.  No act or thing done by Landlord or Landlord’s employees or agents
during the Lease Term shall be deemed an acceptance of a surrender of the
Premises.  No waiver by Landlord of any default of Tenant hereunder shall
be implied from any inaction by Landlord on account of such default if such
default persists or is repeated, and no express waiver shall affect any default
other than the default specified in the express waiver and then only for the
time and to the extent therein stated.  The receipt by Landlord of Rent
with knowledge of the breach of any covenant of Tenant contained in this Lease
shall not be deemed a waiver of such breach.  If on the Commencement Date
or thereafter during the Lease Term, Tenant shall be in default in the payment
of rent to Landlord pursuant to the terms of any other lease(s) with Landlord
or with Landlord’s predecessor in interest, Landlord may, at Landlord’s option
and without notice to Tenant, add the amount of such arrearages to any monthly
installment of Base Rent or Additional Rent payable hereunder and the same
shall be payable to Landlord as Additional Rent.


 


19.9                          
In all cases under
this Paragraph 19, Landlord shall have the obligation to mitigate its damages,
but only to the extent required by state law.


 


20












 


20.                                
Attorneys’ Fees.  If Landlord brings any action
under this Lease or consults or places said Lease, or any amount payable by
Tenant hereunder, with an attorney concerning or for the enforcement of
Landlord’s rights hereunder, Tenant agrees in each and any such case to pay Landlord
all costs, including, but not limited to, court costs and attorney’s fees in
connection therewith.


 


21.                                
Security Interest.  Tenant recognizes and
acknowledges Landlord’s lessor’s lien and privilege under applicable provisions
of Louisiana law, as the same may change, from time to time, and acknowledges
and recognizes all of Landlord’s rights and remedies with respect thereto upon
any default by Tenant of any provisions under this Lease which may now or
hereafter be available to Landlord under Louisiana law.


 


22.                                
Liens.  Tenant will not permit any lien
to be placed upon the Premises, the Building or any improvements thereon during
the Lease Term caused by or resulting from any work performed, materials
furnished or obligation incurred by or at the request of Tenant.  All
persons contracting with Tenant for the construction and installation of
improvements to or alteration or repair of the Premises and all materialmen,
contractors, mechanics and laborers are hereby charged with notice that they
must look to Tenant’s interest in the Premises only to secure payment of any
bill for work done or materials furnished during the Lease Term.  In the
case of the filing of any such lien, Tenant will promptly pay or otherwise
discharge the same.  If default in payment or discharge thereof shall
continue for twenty (20) days after notice thereto from Landlord to Tenant,
Landlord shall have the right at Landlord’s option of paying the same without inquiry
as to the validity thereof, and any amounts so paid, including expenses and
interest, shall be so much Additional Rent hereunder due from Tenant to
Landlord and shall be repaid to Landlord immediately on demand.


 


23.                                
Waiver of
Subrogation.
 Each party to this Lease (the “Waiving Party”) hereby waives any cause of
action it might have against the other party hereto on account of any loss or
damage that is covered by any insurance policy that covers the Premises,
Tenant’s fixtures, personal property, leasehold improvements or business and
which names Tenant as a party insured, it being understood and agreed that this
provision is cumulative of Section 10 hereof.  Tenant shall require
its insurance carrier to endorse all applicable policies waiving the carrier’s
rights of recovery under subrogation or otherwise against Landlord.


 


24.                                
Tenant’s Insurance.  Tenant shall carry (at its sole
expense during the Term):


 


(i) all-risk
property insurance, insuring Tenant’s interest in its improvements to the
Premises and any and all furniture, fixtures, equipment, supplies, inventory,
contents and other property owned, leased, held or possessed by Tenant and
contained therein, such insurance coverage to include.business interruption
insurance for one hundred percent (100%) of Tenant’s gross revenues for a
period of twelve (12) months.  Such insurance shall be in an amount
equal to the full replacement cost of such improvements and property, as such
may increase from time to time, without deduction for depreciation, providing
protection against all perils included within


 


21












 


the classification of fire, extended coverage,
vandalism, malicious mischief, special extended peril (all risk), boiler and
machinery, flood, glass breakage and sprinkler leakage, and naming Landlord as
loss payee as its interest may appear;


 


(ii) worker’s
compensation insurance required by applicable law;


 


(iii) comprehensive
or commercial general liability insurance on an occurrence basis for injury to
or death of a person or persons and for damage to property occasioned by or
arising out of any construction work being done on the Premises, or arising out
of the condition, use, or occupancy of the Premises, or other portions of the Building
or Property, and covering Tenant’s indemnification obligations imposed by
Paragraph 15 of this Lease, the limits of such policy or policies to be in
amounts not less than One Million and No/100 Dollars ($1,000,000) in primary
liability coverage and Five  TWO Million
and No/100 Dollars ($5,000,000  2,000,000)
in excess liability coverage; and


 


(iv) primary
automobile liability-insurance with limits of not less than One Million and
No/100 Dollars ($1,000,000) per occurrence, covering owned and non-owned
vehicles used by Tenant.


 


Landlord retains
the right, in its sole discretion, to increase the amount of insurance required
to be carried by Tenant not more frequently than annually based on such factors
as inflation, Tenant’s insurance claims history, the advice of Landlord’s
insurance advisors and any other relevant factors.  Landlord and Tenant
shall each have included in all policies of insurance respectively obtained by
them with respect to the Building or Premises a waiver by the insurer of all
right of subrogation against the other (and, with respect to Tenant’s
insurance, against Landlord’s property manager) in connection with any loss or
damage insured against.  To the full extent permitted by law, Landlord and
Tenant each waives all right of recovery against the other (and, with respect
to Tenant, against Landlord’s property manager), and agrees to release the
other from liability for loss or damage to the extent such loss or damage is
covered by valid and collectible insurance in effect at the time of such loss
or damage; provided, however, that the foregoing release by each party is
conditioned upon the other party’s carrying insurance with the above described
waiver of subrogation, and if such coverage is not obtained or maintained by
either party, then the other party’s foregoing release shall be deemed to be
rescinded until such waiver is either obtained or reinstated.  All said
insurance policies shall be carried with companies licensed to do business in
the state in which the Premises are located reasonably satisfactory to Landlord
and shall be noncancellable except after thirty (30) days written notice to
Landlord.  Each policy shall name Landlord and Landlord’s property
management company as additional insureds and provide that it is primary to,
and not contributing with, any policy carried by Landlord, Landlord’s property
manager, or other designated person covering the same loss.  Tenant shall
deliver duly executed certificates of such insurance to Landlord prior to the
Commencement Date and at least thirty (30) days prior to the expiration of each
respective policy term.  No insurance policy or policies required to be
carried by Tenant will be subject to more


 


22












 


than a $10,000.00
deductible limit without Landlord’s prior written consent.  Landlord
reserves the right to require Tenant to carry such other insurance (including,
without limitation and as applicable, plate glass insurance, automobile
liability insurance, builder’s risk insurance and liquor liability insurance)
and endorsements in such amounts as Landlord in its sole discretion may deem
necessary or appropriate.  If Tenant fails to take out or keep in force
any insurance required to be carried by Tenant, or to provide evidence of the
same, Landlord shall have the right, but shall not be obligated, to obtain such
insurance at the sole cost and expense of Tenant, and Tenant shall reimburse
Landlord for the cost thereof upon demand.  If, due to the failure of
Tenant to comply with the foregoing provisions, Landlord is adjudged a
co-insurer by its insurance carrier, then any loss or damage Landlord shall
sustain by reason thereof shall be borne by Tenant and shall be immediately
paid by Tenant upon receipt of a bill therefore from Landlord and evidence of
such loss.  Landlord makes no representation that the minimum limits of
liability specified to be carried by Tenant hereunder are adequate to protect
Tenant.


 


25.                                
Brokerage.  Corporate Realty, Inc.  has represented Landlord and Tenant in this transaction.  Corporate Realty, Inc.  shall be paid a commission by Landlord in
connection with this Lease under a separate agreement dated January 16, 2001.  Tenant
warrants that it has had no dealings with any broker or agent in connection
with the negotiation or execution of this Lease other than with the brokers
specifically identified above, and Tenant agrees to indemnify Landlord against
all costs, expenses, attorneys’ fees or other liability for commissions or
other compensation or charges claimed by any broker or agent claiming the same
by, through or under Tenant, other than with the brokers specifically
identified above.  Tenant shall cause the broker representing Tenant to
execute a lien waiver to and for the benefit of Landlord, waiving all lien
rights with respect to the Building or Project such broker has or might have.


 


26.                                
Building Name.  Without the prior written consent
of Landlord, Tenant shall not use the words “3445 North Causeway Boulevard
Office Building” or the name of the Building for any purposes other than as the
address of the business to be conducted by Tenant in the Premises. 
Landlord reserves the right to change the name or number by which the Building
or the Project is designated.


 


27.                                
Estoppel
Certificates. 
Tenant shall furnish from time to time when requested by Landlord or the holder
of any deed to secure debt or mortgage covering the Building, the Premises, or
any interest of Landlord therein, a certificate signed by Tenant confirming and
containing such certifications and representations deemed appropriate by
Landlord or the holder of any deed to secure debt or mortgage covering the
Building, the Premises or any interest of Landlord therein, and Tenant shall,
within ten (10) days following receipt of said certificate from Landlord,
return a fully executed copy of said certificate to Landlord.  If Tenant
fails to return a fully executed copy of such certificate to Landlord within
said period, Tenant shall have approved and confirmed all of the provisions
contained in such certificate.


 


28.                                
Notices.  Each provision of this Lease, or
of any applicable laws, ordinances, regulations, and other requirements with
reference to the sending, mailing or delivery of any


 


23












 


notice, or with reference
to the making of any payment by Tenant to Landlord, shall be deemed to be
complied with when and if the following steps are taken:


 


28.1                          
Rent and other
payments required to be made by Tenant to Landlord hereunder shall be payable
to Landlord at Landlord’s Address set forth in Section 1.5 or at such
other address as Landlord may specify from time to time by written notice
delivered in accordance herewith, and


 


28.2                          
Any notice or
document required to be delivered hereunder shall be deemed to be delivered if
actually received and whether or not received when deposited in the United
States mail, postage prepaid, certified or registered mail (with or without
return receipt requested), addressed to the parties hereto at the respective
addresses set forth in Article 1 or at such other address as either of
said parties shall have theretofore specified by written notice delivered in
accordance herewith.


 


29.                                
Force Majeure.  When a period of time is
prescribed for any action to be taken by Landlord, Landlord shall not be liable
or responsible for and there shall be excluded from the computation for any
such period of time, any delays due to strikes, riots, acts of God, shortages
of labor or materials, war, laws, regulations or restrictions or any other
causes of any kind whatsoever which are beyond the control of Landlord.


 


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


 


31.                                
Amendments;
Binding Effect. 
This Lease may not be altered, changed or amended, except by instrument in writing
signed by both parties hereto.  No provision of this Lease shall be deemed
to have been waived by Landlord unless such waiver be in writing signed by
Landlord and addressed to Tenant, nor shall any custom or practice which may
evolve between the parties in the administration of the terms hereof be
construed to waive or lessen the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms hereof.  The
terms and conditions contained in this Lease shall apply to, inure to the
benefit of, and be binding upon the parties hereto, and upon their respective
successors in interest and legal representatives, except as otherwise herein
expressly provided.


 


32.                                
Quiet Enjoyment.  Provided Tenant has performed all
of the terms and conditions of this Lease, including the payment of Rent, to be
performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Lease Term, without hindrance from Landlord, subject to the
terms and conditions of this Lease.


 


24












 


33.                                
Gender.  Words of any gender used in this
Lease shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, unless the context
otherwise requires.


 


34.                                
Joint and Several
Liability. 
If there is more than one Tenant, the obligations hereunder imposed upon Tenant
shall be joint and several.  If there is a guarantor of Tenant’s obligations
hereunder, the obligations hereunder imposed upon Tenant shall be joint and
several obligations of Tenant and such guarantor and Landlord need not first
proceed against Tenant before proceeding against such guarantor nor shall any
such guarantor be released from its guaranty for any reason whatsoever,
including without limitation, in case of any amendments hereto, waivers hereof
or failure to give such guarantor any notices hereunder.


 


35.                                
Captions.  The captions contained in this
Lease are for convenience of reference only, and in no way limit or enlarge the
terms and conditions of this Lease.


 


36                                   
Exhibits and
Attachments. 
All exhibits, attachments, riders and addenda referred to in this Lease are
incorporated into this Lease and made a part hereof for all intents and
purposes.


 


37.                                
No Joint Venture.  Landlord and Tenant are not and
shall not be deemed to be partners or joint venturers with each other.


 


38.                                
Time of the
Essence.
 Time is of the essence with regard to each provision of this Lease.


 


39.                               
Evidence of
Authority. 
If Tenant is other than a natural person, Tenant shall deliver to Landlord such
legal documentation as Landlord may request to evidence the authority of those
signing this Lease to bind the Tenant.


 


40.                               
Governing Law.  This Lease shall be construed and
interpreted in accordance with and governed by the laws of the state in which
the Premises are located.


 


41.                                
Entire Agreement.  This Lease constitutes the entire
agreement between the parties, and there is no other agreement between the
parties relating in any manner to the Project.


 


42.                                
Exculpation.  The term Landlord as used in this
Lease so far as covenants or obligations on the part of Landlord are concerned
shall be limited to mean and include only the owner or owners at the time in
question of the Landlord’s interest in the Building.  Tenant acknowledges
and agrees, for itself and its successors and assigns, that no trustee,
director, officer, employee or agent of Landlord shall be personally liable for
any of the terms, covenants or obligations of Landlord hereunder, and Tenant
shall look solely to Landlord’s interest in the Building for the collection of
any judgment (or enforcement or any other judicial process)


 


25












 


requiring the payment of
money by Landlord with respect to any of the terms, covenants and conditions of
this Lease to be observed or performed by Landlord and no other property or
assets of Landlord shall be subject to levy, execution or other enforcement
procedures for the satisfaction of any obligation due Tenant or its successors
or assigns.


 


43.                                
Covenants are
Independent. 
Each covenant of Landlord and Tenant under this Lease is independent of each
other covenant under this Lease, and no default by either party in performance
of any covenant shall excuse the other party from the performance of any other
covenant.


 


44.                                
Right to Relocate.  Landlord shall have the
unrestricted and unconditional right to relocate Tenant from the Premises to any
other office space in the Project.  Landlord shall deliver notice to
Tenant of Landlord’s desire to relocate Tenant, together with a proposal for
the area to which such Premises shall be relocated.  Should Landlord
exercise its right to relocate Tenant under this Section, (i) expenses of
said relocation, including, but not limited to, the employment of a
professional moving company, relocation of telephone systems, and reprinting of
stationary and other pre-printed material in the quantity and quality of existing
stock, or of any necessary renovation or alteration, as calculated by Landlord
prior to any relocation shall be paid by  Landlord, and
(ii) following such relocation, the substituted space shall for all
purposes thereinafter constitute the Premises and all terms and conditions of
this Lease shall apply with full force and effect to the Premises so
relocated.  If Tenant has not relocated its premises within thirty (30)
days after Landlord notifies Tenant of Landlord’s desire to relocate Tenant,
Landlord shall have the right to terminate this Lease by giving notice of such
termination to Tenant (the “Termination Notice”).  Such termination shall
be effective upon any date selected by Landlord in the Termination Notice that
is at least ten (10) days after the Termination Notice.  Tenant
hereby further covenants and agrees to promptly execute and deliver to Landlord
any lease amendment or other such document appropriate to reflect the changes
in the Lease described or contemplated above.


 


45                                   
Hazardous
Materials


 


45.1                          
Landlord Studies.  Landlord has heretofore engaged
one or more independent contractors to perform limited surveys at the Building
to determine if hazardous materials exist on or at the Building (whether one or
more, the “Survey”).  The Survey discloses the existence of substances in
the Building that may be regulated by applicable environmental laws.  The
Survey discloses the existence of substances in the Building that may be regulated
by applicable environmental laws.  The scope of visual inspection,
testing, and sampling performed in connection with the Survey is set forth in
the written report (whether one or more, the “Written Report”) submitted to
Landlord by independent contractor(s) performing the Survey.  However, the
Tenant is advised that neither extensive testing nor sampling of any portion of
the Building was performed in connection with the Survey of the Building. 
A copy of each Written Report is on file in the Building Manager’s office and
Tenant shall have the right to inspect each such report.  Except as
expressly stated in the next following sentence, Landlord makes no


 


26












 


representations or
warranties whatsoever (express or implied) to Tenant regarding (x) the Survey
(including, without limitation, the contents, accuracy and/or scope thereof) or
the Written Report or (y) the presence or absence of hazardous or toxic
materials or wastes in, at, or under the Premises or the Building. 
Landlord is not aware of (i) any written reports or surveys concerning the
Building other than the Written Report and the Survey on file with the Building
Manager and (ii) any fact that makes the Written Report or Survey
inaccurate in any material respect.  Tenant (a) shall not rely on and
has not relied on the Survey or the Written Report, the same having been
provided for informational purposes only and (b) acknowledges that Tenant
has taken such actions as Tenant deems appropriate to fairly evaluate the
Premises and has otherwise satisfied itself that the Premises are acceptable
and suitable from an environmental perspective.  Tenant shall furnish
Landlord with a complete and legible copy of any study, report, test, survey or
investigation performed by or on behalf of Tenant at any item involving the
Premises and shall fully restore all areas and improvements where samples were
taken or work was performed and repair all damage resulting from any of the
same and shall indemnify and hold Landlord harmless from any against all
claims, actions, liabilities, damages, losses, injuries or deaths in connection
with or arising out of or from any inspection, testing, sampling or similar or
dissimilar activity conducted by or on behalf of Tenant at or in the Premises
or the Building for hazardous or toxic materials or wastes.


 


45.2                          
Tenant Studies.  Prior to commencement of any
tenant finish work to be performed by Landlord, Tenant shall have the right to
make such studies and investigations and conduct such tests and surveys of the
Premises from an environmental standpoint as Tenant deems necessary or
appropriate, subject to the condition that all such studies and investigations
shall be completed prior to the commencement of any tenant finish work to be
performed by Landlord.  If Tenant requests that the Landlord commence
construction of tenant improvements prior to exercising such right, Tenant
shall be deemed to have waived the termination rights set forth below.  If
Tenant conducts studies, tests or investigations, Tenant shall restore the
Premises and hold Landlord harmless from and indemnify Landlord against all
loss, damages and claims resulting from or relating to Tenant’s studies, tests
and investigations.  If such study, test investigation or survey evidences
hazardous or toxic materials which affect the Premises, Tenant shall have the
right to terminate this Lease provided such right shall be exercised, if at
all, prior to the commencement of any tenant finish work to be performed by
Landlord and within five (5) days after Tenant receives the evidence of
hazardous or toxic materials.  If Tenant does not exercise such right
prior to commencement of any such tenant finish work and within such five
(5) day period, Tenant’s right to terminate this Lease shall be null and
void and of no further force or effect.


 


45.3.                       
Tenant Hazardous
Materials.
 Tenant shall not cause or permit any Hazardous Material (as hereinafter
defined) to be brought upon, kept or used in or about the Premises by Tenant,
its agents, employees, contractors or invitees, without the prior written
consent of Landlord, which consent may be granted or withheld in Landlord’s
sole discretion.  For the purpose of this Lease, “Hazardous Material”
shall include oil, flammable explosives, asbestos, urea formaldehyde,
radioactive materials or waste, or other hazardous, toxic, contaminated or


 


27












 


polluting materials,
substances or wastes, including, without limitation, any “hazardous
substances,” “hazardous wastes,” or “toxic substances” as such terms are
defined in the Resource conservation and Recovery Act and the Comprehensive
Environmental Response, Compensation and Liability Act, and in any other law,
ordinance, rule, regulation or order promulgated by the federal or state government,
or any other governmental entity having jurisdiction over the Office Building
Project or the parties to this Lease.  If Tenant breaches the obligations
set forth in this paragraph, or if the presence of Hazardous Material in the
Premises or at the Office Building Project caused or permitted by Tenant
(whether or not Landlord has given it consent to the presence of such Hazardous
Material in the Premises) results in contamination of the Premises or any other
part of the Office Building, or is contamination of the Office Building by
Hazardous Material otherwise occurs for which Tenant is legally liable, then
Tenant shall indemnify, defend and hold Landlord harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities or losses,
including, without limitation, diminution in value of the Office Building,
damages for the loss or restriction of use of rentable or usable space or floor
area in or of any amenity of the Office Building, damages arising from any
adverse impact on leasing space in the Office Building, sums paid in settlement
of claims, and any attorney’s fees, consultants fees and expert fees which
arise during or after the term of the Lease as a result of such
contamination.  This indemnification of Landlord by Tenant shall survive
expiration or termination of this Lease and includes, without limitation, costs
incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any federal, state
or local governmental agency or political subdivision because of Hazardous
Material present in, on or under the Premises.  Without limiting the
foregoing, if the presence of any Hazardous Material caused or permitted by
Tenant or is agents, employees, contractors or invitees, results in any
contamination of the Office Building, Tenant shall promptly take all action, at
is sole expense, as are necessary to return the Office Building to the
condition existing prior to the introduction of any such Hazardous Material;
provided that Landlord’s approval of such actions shall first be obtained,
which approval shall not be unreasonably withheld so long as such action would
not potentially have any material adverse long-term or short-term effect on the
Office Building.  Tenant shall promptly notify Landlord of any such
contamination.


 


46.                                
Waiver of Trial by
Jury.  To
the extent permitted by law, it is mutually agreed by and between landlord and
tenant that the respective parties hereto shall, and they do hereby, waive
trial by jury in any action, proceeding or counterclaim brought between the
parties hereto or their successors or assigns on any matters arising out of, or
in any way connected with, this lease, the relationship of landlord and tenant,
and/or tenant’s use of, or occupancy of, the premises.  Tenant further
agrees that it shall not interpose any counterclaim or counterclaims in a
summary proceeding or in any action based upon non-payment of rent or any other
payment required of tenant hereunder.  Except to the extent that the same
would be considered a compulsory counterclaim that would be required to be
filed in the same proceeding under applicable law.  This waiver is made
freely and voluntarily, without duress, and only after each of the parties
hereto has had the benefit of advice from legal counsel on the subject.


 


28












 


47.                                
Parking.  Landlord shall provide Tenant
with on-site unreserved parking spaces of three (5) spaces per 1,000 rentable square feet within the
Premises.  Landlord hereby reserves the right to alter the methods used to
control parking, and Landlord may establish such controls and rules and
regulations (e.g., parking stickers to be affixed to vehicles) regarding
parking that Landlord may deem desirable and may amend them from time to time
in Landlord’s sole discretion.  Without liability, Landlord shall have the
right to tow or otherwise remove vehicles parked improperly, vehicles blocking
ingress or egress lanes, and vehicles violating parking rules, at the expense
of the offending tenant and/or the owner of the vehicle.  Tenant is granted exclusive use of six
(6) reserved parking spaces for the term of the lease.  Landlord
reserves the right with thirty  (30)
day notice to charge for reserved spaces, however, in no event shall this
charge exceed $35.00 per month for the initial lease term.


 


48.                                
Interpretation.  Should any provisions of this
Lease require judicial interpretation, it is agreed that the court interpreting
or construing the same shall not apply a presumption that the terms of any such
provision shall be more strictly construed against one party or the other by
reason of the rule of construction that a document is to be construed most
strictly against the party who itself or through its agent prepared the same,
it being agreed that the agents of all parties hereto have participated in the
preparation of this Lease.


 


49.                                
No Recordation of
Lease.  Upon
execution of this Lease Landlord and Tenant shall execute a Memorandum of
Lease, acceptable to Landlord and Tenant, to be recorded in the public records
for the parish where the Premises is located, at the Tenant’s expense. 
Provided however, that this Lease itself shall not be recorded or placed on
public record.


 


50.                                
Special Provisions.  The special provisions attached
hereto as Exhibit “C” and incorporated herein by reference, if any,
shall control if in conflict with any of the foregoing provisions of this
Lease.


 


29












 


SIGNED, SEALED AND DELIVERED as of the date first
above written.


 


	
  WITNESSES:

  	
  TENANT:

  
	
   

  	
   

  
	
  /s/ Janice Parmelee

  	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  	
  YB Web
  Partners, LLC

  
	
  Print name:

  	
  JANICE PARMELEE

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Donald F. Jones, Pres.

  	
   

  
	
   

  	
   

  	
  (printed name and
  title)

  
	
  Print name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


By the execution and
delivery of this Lease, Tenant has made and shall be deemed to have made a
continuous and irrevocable offer to lease the Premises, on the terms contained
in this Lease, subject only to acceptance by Landlord (as evidenced by
Landlord’s signature hereon), which Landlord may accept in its sole and
absolute discretion.


 


 


{Signatures
continued on next page}


 


30












 


{Signatures continued from previous page}


 


 


IN WITNESS WHEREOF, the parties have hereunto set
their hands and seals the day and year first above written.


 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  3445 NORTH CAUSEWAY
  LIMITED

  LIABILITY COMPANY

  
	
   

  	
   

  



 


 


	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


31












 


 


EXHIBIT “A”


 


LEGAL DESCRIPTION


 


A CERTAIN PIECE OR PORTION OF GROUND, together with
all the buildings and improvements thereon, and all the rights, ways,
privileges, servitudes, appurtenances, and advantages thereunto belonging or in
anywise appertaining, situated in the State of Louisiana, Parish of Jefferson,
Harlem Subdivision, Square 28, bounded by North Causeway Boulevard, Melville
Dewey Drive, Ridgelake Drive and 14th Street, designated as Lots 1
through 26 inclusive and more fully described as follows:


 


Beginning at the intersection of the northerly
right of way line of 14th Street and the easterly right of way line
of North Causeway Boulevard, the point of beginning.  Measure thence from
the point of beginning along said easterly line N 01° 23’47” E a distance of
240.00 feet to a point on the southerly right of way line of Melville Dewey
Drive (late 13th Street); thence along said southerly line S 88°
36’13” E a distance of 390.00 feet to a point on the westerly right of way line
of Ridgelake Drive; thence along said northerly right of way line of 14th
Street; thence along said northerly line N 88° 36’13” W a distance of 390.00
feet to a point on the easterly right of way line of North Causeway Boulevard,
the point of beginning.


 


All as more fully shown
on a plan of survey by Lawrence G. Boder, R.L.S., Krebs, LaSalle, LeMieux
consultants, Inc, dated August 23, 1997.


 


32












 





 


 


Suite 401


 


Exhibit “A-1”


 


CAUSEWAY BLVD.


 












 


EXHIBIT “B”


 


1.            
Special Conditions.


 


50.1  Expansion.     
Tenant shall have an ongoing Right of First Refusal (“ROFR”) on any space
that is or becomes vacant on the remainder of the fourth (4th)
floor.  The ROFR space shall be made available to Tenant on the same terms
and conditions as a bona fide and accepted third party offer.  Tenant
shall have five (5) business days for the date it receives notice from the
Landlord of any such offer to accept or reject such ROFR space.


50.2  Renewal.        
Tenant shall have the Right to Renew the Lease for one
(1) additional five (5) year term under the same terms  and conditions by providing Landlord with
six (6) months prior written notice and agreeing to pay the prevailing
market rate at the time of renewal.


 


1












 


EXHIBIT “C”


 


Memorandum Confirming Term


 


THIS MEMORANDUM
(“Memorandum”) is made as of May 28, 2004 between 3445 North Causeway
Limited Liability Company (“Landlord”) and YP
Web Partners, LLC, (“Tenant”), pursuant to that certain Lease
Agreement between Landlord and Tenant dated as of May 21, 2004 (the
“Lease”) for the premises located at 3445 N. Causeway Boulevard, Metairie,
Louisiana 70002 (the “Premises”), and more particularly described in the Lease.
 All initial-capitalized terms used in this Memorandum have the meanings
ascribed to them in the Lease.


 


53.           Landlord and Tenant hereby confirm that:


 


1             
The Commencement Date
of the Lease Term is June 1, 2004


 


(a)          
The date Rent
commences under the Lease is June 1, 2004


(b)          
The expiration date
of the Lease Term is May 31, 2010


 


1.            
Tenant hereby
confirms that:


 


a.            
All commitments,
arrangements or understandings made to induce Tenant to enter into the Lease
have been satisfied;


 


b.            
All space and
improvements have been completed and furnished in accordance with the
provisions of the Lease; and


 


c.            
Tenant has accepted
and is in full and complete possession of the Premises.


 


2.            
This Memorandum shall
be binding upon and inure to the benefit of the parties and their permitted
successors and assigns.


 


IN WITNESS
WHEREOF, the parties have executed this Memorandum as of the date first set
forth above.


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F.
  Jones

  	
   

  
	
   

  	
   

  	
  YP Web
  Partners, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DONALD F. JONES, Pres.

  	
   

  
	
   

  	
   

  	
  (printed and title
  name)

  



 


2












 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY
  LIMITED

  
	
   

  	
  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3












 


EXHIBIT “D”


 


Attached to and made part of


 


Lease Agreement dated: May 21,
2004


 


Landlord:              
3445 North Causeway
Limited Liability Company.


 


Tenant:                 
YP
Web Partners, LLC


 


The following
rules and regulations shall apply, where applicable, to the Premises, the
Building, the Project, the parking facilities associated therewith, if any, the
land situated beneath the Building and the appurtenances thereto:


 


1.            
No sign, door plaque,
directory strip, advertisement or notice shall be displayed, painted or affixed
by Tenant, its officers, agents, servants, employees, patrons, licensees,
customers, visitors or invitees in or on any part of the outside or inside of
the Premises, Building, Project or Common Facilities without the prior written
consent of Landlord and then only of such color, size, character, style and
material, and in such places as shall be approved and designated by Landlord.
 In the event of the violation of the foregoing by Tenant, Landlord may
remove same without any liability, and may charge the expense incurred by such
removal to Tenant.  Signs on entrance doors to the Premises and
directories shall be placed thereon by a contractor designated by Landlord and
shall be paid for by Tenant.


 


2.            
No additional locks
or bolts of any kind shall be placed on any door in the building and no changes
shall be made to the existing locks or bolts without the prior written consent
of Landlord.  Landlord will furnish Tenant with two (2) keys to the
entrance doors of the Premises.  Landlord may at all times keep a pass key
to the Premises.


 


3.            
Tenant, its officers,
agents, agents, servants, employees, patrons, licensees, customers,
contractors, visitors, or invitees shall not block or obstruct any of the
entries, passages, doors, elevators, elevator doors, corridors, hallways or
stairways of the Building, Project or Common Facilities or place, empty or
throw away rubbish, litter, trash or material of any nature in such areas, or
permit such areas to be used at any time except for ingress or egress of Tenant,
its officers, agents, servants, employees, patrons, licensees, customers,
visitors or invitees.


 


4.            
Glass panel doors
that reflect or admit into the passageways, or into any place in the Building,
shall not be covered or obstructed by Tenant, and Tenant shall not permit,
erect


 


4












 


and/or place solar
reflective film, drapes, curtains, blinds, shades, screens, furniture,
fixtures, shelving, display cases, tables, lights, signs or advertising devices
in front of, or in the proximity of any interior or exterior windows, glass
panels or glass doors that provide a view into the interior of the Premises,
unless same shall have first been approved in writing by Landlord.


 


5.            
Tenant, its officers,
agents, servants, employees, patrons, customers, visitors, invitees and
contractors shall park their vehicles only in the area of the parking
facilities designated for this purpose by Landlord, if any.  Tenant shall
be responsible for notifying their employees of all parking rules and
regulations and for employee compliance with the rules and regulations.


 


6.            
Movement in or out of
the Building of furniture or office equipment, or dispatch or receipt by Tenant
of any bulky material, merchandise or materials which requires the use of
elevators or stairways, or movement through the Building entrances or lobby
shall be restricted to such hours as Landlord shall designate.  All such
movement shall be under the supervision of Landlord and in the manner agreed
between Tenant and Landlord by prearrangement before performance.  Such
prearrangement initiated by Tenant will include determination by Landlord, and
subject to its decision and control, as to the time, method, and routing of
movement and as to limitations for safety or other concern that may prohibit
any article, equipment or any other item from being brought into the Building.
 Tenant shall assume all risks as to the damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in  connection with
carrying out this service for Tenant from the time of entering the Project to  completion of work; and Landlord shall
not be liable for acts of any person engaged in, or any damage or loss to any
of said property or persons resulting from, and act in connection with such
service performed for Tenant.  Tenant shall supply certificates of
insurance with limits of insurance as designated by Landlord for all contractors
or individuals involved in the movement in and out of the building of
furniture, office equipment, or any other builder materials or merchandise.


 


7.            
Tenant is cautioned
in purchasing furniture and equipment that the size is limited to such as can
be placed in the elevator and will pass through the doors to the Premises.
 Large pieces should be made in parts and set up in the Premises.
 Landlord reserves the right to refuse to allow to be placed in the
Building, any furniture or equipment of any description which does not comply
with the above conditions.  Landlord shall have the power to prescribe the
weight and position of safes and other heavy equipment or items, which shall in
all cases, to distribute weight, stand on supporting devices approved by
Landlord.  All damages done to the Building by the installation or removal
of any property of Tenant, or done by Tenant’s property while in the Building,
shall be repaired at the expense of Tenant.  Tenant shall notify the Building
manager when safes or other heavy equipment are to be taken in or out of the
Building, and the moving shall be done under the supervision of the Building
manager, after written permission from Landlord.  Persons employed to move
such property must be acceptable to Landlord.


 


5












 


8.            
There shall not be
used in any space, or in the Common Facilities of the Building, either by
Tenant, or by jobbers or others, in the delivery or receipt of merchandise, any
hand trucks, except with rubber tires and side guards.


 


9.            
All contractors
and/or technicians performing work for Tenant within the Premises, Building,
Project, or Common Facilities, shall be referred to Landlord for approval
before performing such work.  This shall apply to all work including, but
not limited to, installation of telephones, telegraph equipment, gas pipes,
electrical devices and attachments, and all installations affecting floors,
walls, windows, doors, ceilings, equipment, or any other physical feature of
the Premises, Building, Project or Common Facilities.  None of this work
shall be done by Tenant without Landlord’s prior written approval.  Should
Tenant require telegraphic, telephone, enunciator or other communication
service, Landlord will direct the electrician where and how wires are to be
introduced and placed and none shall be introduced or placed except as Landlord
shall direct.  Electric current shall not be used for power of heating
without Landlord’s prior written permission.


 


10.          
Tenant, its officers,
agents, servants or employees shall do no painting or decorating in the
Premises; or mark, paint or cut into, drive nails or screw into, nor in any way
deface any part of the Premises or Building other than to hang artwork,
posters, diplomas, etc. without the prior written consent of Landlord.  If
Tenant desires signal, communication, alarm or other utility or service
connection installed or changed, such work shall be done at expense of Tenant,
with the approval and under the direction of Landlord.


 


11.          
All doors leading to
the Premises from any corridors, passage or hallway shall be kept closed at all
times, except when someone is actually entering or leaving the Premises.


 


12.          
Tenant, its officers,
agents, servants and employees shall, before leaving the Premises unattended,
close and lock all doors and shut off all utilities; any damage resulting from
failure to do so shall be paid by Tenant.


 


13.          
Tenant, its officers,
agents, servants or employees shall not make or permit any improper,
objectionable or unpleasant noises or odors in the Building or otherwise
interfere in any way with other tenants or persons having business with them.


 


14.          
Tenant, its officers,
agents, servants or employees shall not permit any equipment or device within
the Premises which will impair radio or television broadcasting or reception
from or in the Building, Project or Common Facilities.


 


15.          
Tenant, its officers,
agents, servants, employees, patrons, licensees, customers, contractors,
visitors or invitees shall not bring into the Premises, Project or Common
Facilities or keep on the Premises any fish, fowl, reptile, insect or animal of
any kind whatsoever without the prior written consent of Landlord.


 


6












 


16.          
Tenant, its officers,
agents, servants or employees shall not use the Premises, Building, Project or
Common Facilities for housing, lodging or sleeping purposes or for the cooking
or preparation of food, without the prior written consent of Landlord.


 


17.          
Tenant, its officers,
agents, servants and employees shall not install or operate any refrigerating,
heating or air conditioning apparatus or other machinery of any kind, or carry
on any mechanical operation, or bring into the Premises, Building, Project or
Common Facilities any inflammable, combustible or explosive fluid, chemical,
material or substance or Hazardous Material without the prior written consent
of Landlord.


 


18.          
No space in the
Building, Project or Common Facilities shall, without the prior written consent
of Landlord, be used for manufacturing, public sales, or for the storage of
merchandise, or for the sale of merchandise, goods or property of any kind, or
auction.


 


19.          
The requirements of
Tenant will be attended to only upon application at the office of
Landlord.  Landlord’s employees shall not perform any work or do anything
outside of their regular duties, unless under special instructions from
Landlord.


 


20.          
Plumbing, fixtures
and appliances shall be used only for the purpose for which designed, and no
sweepings, rubbish, rags, Hazardous Material, or other unsuitable material
shall be thrown or placed therein.  Damage resulting to any such fixtures
or appliances from misuse by Tenant or Tenant’s agents, employees or invitees,
shall be paid by Tenant, and Landlord shall not in any case be responsible
therefore.


 


21.          
Tenant shall not
permit the Premises to be used as a barber, beauty manicure shop or employment
bureau nor shall Tenant engage or pay any employee from the Premises, except
those employees actually working for Tenant on the Premises, nor shall Tenant
advertise for laborers giving an address of the Premises, Building, Project or
Common Facilities without the prior written consent of Landlord.


 


22.          
Tenant shall
cooperate with Landlord’s employees in keeping the Premises neat and
clean.  Tenant shall not employ any person for the purposes of such
cleaning other than the Building’s cleaning and maintenance personnel without
Landlord’s consent.  Landlord shall be in no way responsible to Tenant,
its agents, employees or invitees for any loss of property from the premises or
public areas or for any damages to any property thereon from any cause
whatsoever.  The work of Landlord’s janitorial personnel shall not be
hindered by Tenant after 5:30 p.m., and such work may be done at any time
when the offices are vacant.  The exterior windows, doors and fixtures may
be cleaned at any time.  Tenant shall provide adequate waste and rubbish
receptacles, cabinets, bookcases, map cases, etc., necessary to prevent
unreasonable hardship to Landlord in discharging its obligation regarding
janitorial services.  In this regard, Tenant shall also empty all glasses,
cups and other containers holding any type of liquid whatsoever.


 


23.          
In the event Tenant
must dispose of crates, boxes, etc., which will not fit into office wastepaper
baskets, it will be the responsibility of Tenant to dispose of same.  In
no event


 


7












 


shall Tenant set such items in the public hallways or
other areas of the Building, Project, or parking facilities, excepting Tenant’s
own Premises, for disposal.


 


24.          
Tenant will be
responsible for any damage to the Premises, including carpeting and flooring,
as a result of rust or corrosion of file cabinets, roller chairs, metal
objects, or spills of any type of liquid, normal wear and tear excepted.


 


25.          
Tenant shall not lay
linoleum or other similar floor covering within the Premises, without the prior
written consent of Landlord.


 


26.          
Canvassing,
soliciting and peddling in the Building, Project and Common Facilities is
prohibited and Tenant shall cooperate to prevent the same.  In this
respect, Tenant shall promptly report such activities to Landlord.


 


27.          
Tenant, its officers,
agents, employees, servants, patrons, customers, contractors, licensees,
invitees and visitors shall not solicit business in the Building, Project or
Common Facilities, nor distribute any handbills, or other advertising matter,
to vehicles parked in the parking facilities.


 


28.          
Landlord will not be
responsible for lost or stolen personal property, equipment, money or any
article taken from the Premises, Building, Project, or parking facilities,
regardless of how or when such loss occur.


 


29.          
No vending machine of
any description shall be installed, maintained or operated upon the Premises
without the prior written consent of Landlord.


 


30.          
Neither Tenant, nor
any officer, agent, employee, servant, patron, customer, contractor, visitor,
licensee or invitee of Tenant, shall go on the roof of the Building, without
the written consent of the Landlord.


 


31.          
Tenant shall not
install any antenna or aerial wires, radio or television equipment, or any
other type of equipment, inside or outside of the Building, without Landlord’s
prior written consent and upon such terms and conditions as may be specified by
Landlord in each and every instance.


 


32.          
Tenant shall not
advertise the business, profession or activities of Tenant in any manner which
violates the letter or spirit of any code of ethics adopted by any recognized
association or organization pertaining thereto, use the name of the Building or
Project for any purpose other than that of the business address of Tenant, or
use any picture or likeness of the Building or Project, or use the Building or
Project name in any letterheads, envelopes, circulars, notices, advertisements,
containers or wrapping material, without prior express written consent of
Landlord in each and every instance.


 


8












 


33.          
Landlord reserves the
right to close the Building to the public at 6:00 p.m., Monday through
Friday, and at 1:00 p.m. on Saturday, subject however, to Tenant’s rights
to admittance under regulations prescribed by Landlord, and to require that
persons entering the Building identify themselves and establish their right to
enter or to leave the Building.


 


34.          
Access to the
Building, or the halls, corridors, elevators or stairways to the Premises, may
be refused from 1:00 p.m. Saturday to 6:00 a.m. Monday, on holidays
declared by the Federal Government, whenever the Building is not open to the
public and during Monday through Friday between the hours 6:00 p.m. and
6:00 a.m., unless the person seeking access has a pass or is properly
identified.  Landlord shall in no case be liable for damages for the
admission to or exclusion from the Building of any person whom Landlord has the
right to exclude hereunder.  Tenant’s officers, agents, servants and
employees shall be permitted to enter and leave the Building whenever
appropriate arrangements have been previously made between Landlord and Tenant
with respect thereto.  Tenant shall be responsible for all persons for
whom Tenant requests such permission, and shall be liable to Landlord for all
acts of such persons.  Any person whose presence in the Building, Project
or Common Facilities at any time shall, in the judgment of the Landlord, be
prejudicial to the safety, character, reputation and interest of the Building
or Project or its tenants may be denied access to the Building, Project or
Common Facilities or may be ejected therefrom.  In case of invasion, riot,
public excitement or other commotion, Landlord may prevent all access to the
Building, Project or Common Facilities during the continuance of the same, by
closing the doors or otherwise, for the safety of the Tenants, and protection
of property in the Building, Project and Common Facilities.  Landlord may
require any person leaving the Building with any package or other object from
the Premises to exhibit a pass from Tenant, but the establishment and
enforcement of such requirements shall not impose any responsibility on
Landlord for the protection of Tenant against the removal of property from the
Premises.  Landlord shall in no way be liable to Tenant for damages or
loss arising from the admission, exclusion or ejection of any person to or from
the Premises, the Building, the Project or the Common Facilities under the
provisions of this rule.


 


35.          
Smoking is prohibited
in all areas of the Building except where expressly permitted by Landlord (if
any such area is permitted). Landlord reserves the right to relocate or
eliminate any such areas where smoking is permitted, at any time.


 


36.          
Any additional
services not required under the Lease to be performed by Landlord, which Tenant
requests Landlord to perform and which are performed by Landlord, shall be
billed to Tenant at Landlord’s cost plus twenty percent (20%).


 


37.          
Landlord reserves the
right to rescind any of these rules and regulations and to make such other
and further rules and regulations as in its sole judgment shall from time
to time be deemed appropriate for the safety, protection, care and cleanliness
of the Building, the operation thereof, the preservation of good order therein
and the protection and comfort of the tenants and their agents, employees and
invitees, which rules and regulations, when made and written notice
thereof is given to Tenant, shall be binding upon it in like manner as if
originally herein prescribed.


 


9












 


38.          
Tenant shall not
occupy or permit any portion of the Premises to be occupied as an office for a
public stenographer or a public typist, for the manufacture or sale of liquor,
narcotics, dope or tobacco in any form, for the sale or distribution of
foodstuffs (except for the sole use and convenience of Tenant and its
employees), as a barber, hairdresser or manicure shop, or as an employment
bureau.


 


10












 


EXHIBIT “E”


 


WORK
LETTER AGREEMENT


 


Attached to and
made part of


 


Lease Agreement
dated: May 21, 2004


 


Landlord:              
3445 North Causeway
Limited Liability Company.


 


Tenant:                 
YP Web Partners, LLC


 


WORK LETTER AGREEMENT


 


This Work Letter
Agreement (this “Agreement”) is made and entered into this 21st day of May,
2004, between Landlord and Tenant.  In the event of any inconsistencies
between this Agreement and the Office Building Lease Agreement (the “Lease”)
dated concurrently herewith to which this Agreement is attached as Exhibit “E”,
this Agreement shall control.  Capitalized terms used in this Agreement
shall, unless otherwise specifically set forth herein, have the same meanings
as in the Lease.


 


WITNESSETH:


 


WHEREAS, Landlord
and Tenant have executed the Lease on this date and, in connection therewith,
are entering into this Agreement for the construction of certain leasehold
improvements of and to the Premises referenced in the Lease; and


 


WHEREAS, all terms
capitalized herein but not defined herein shall have the meanings ascribed to
them in the Lease; and


 


WHEREAS,
(i) Landlord or its contractor(s) shall do all work referenced herein in
accordance with the terms and provisions hereof, and (ii) Tenant shall not
do or cause to be done any of such work or interfere in any way with Landlord’s
or its contractors’ efforts to do any of such work.


 


NOW, THEREFORE,
for One Dollar ($1.00) and other good and valuable considerations, the receipt,
adequacy and sufficiency of which is hereby acknowledged, Landlord and Tenant
agree as follows:


 


1












 


SECTION 1


 


RECITALS


 


1.01        
Landlord and Tenant
agree to the recitals set forth above and acknowledge that each of same is true
and correct and by this reference is hereby incorporated into this Agreement.


 


SECTION 2


 


FINAL WORKING DRAWINGS AND TURNKEY IMPROVEMENTS


 


2.01        
Landlord and Tenant
hereby agree that Landlord shall employ a general contractor to perform the
build-out of the Premises in accordance with those certain Final Working
Drawings (as hereinafter defined) which will be prepared and attached
hereto-in accordance with Paragraph 2.02 below (the improvements set
forth-in-the Final Working-Drawings are sometimes as defined in Proposal Number D 04-500-2, by EJD
Builders dated May 4, 2004 and further outlined in  Floor Plans 2A1 prepared by Morton-Verges
Architects initialed and approved by Tenant hereinafter called the “Turnkey
Improvements”); provided, however, Landlord’s obligation to pay the cost of the
Turnkey Improvements shall not exceed ten
dollars  ($10.00) per
square foot of net rentable area of the Premises (the “Landlord’s
Allowance”) further defined as FORTY FIVE
THOUSAND TWO HUNDRED AND TWENTY FIVE DOLLARS ($45,250.00)  and
such costs in excess of the Landlord’s Allowance shall be deemed to be included
within the definition of Tenant’s Non-Standard Work (as hereinafter
defined). The Landlord’s Allowance shall be funded in such a manner and to a
party Landlord deems appropriate so that the Turnkey Improvements can be
completed on a lien-free basis.


 


2.02        
Tenant shall have
fourteen (14) days from the date-of this-Lease to provide Landlord with
all-necessary-information to enable Landlord and/or Landlord’s space planner to
prepare a space plan-for the Premises setting forth the conceptual layout of
the Premises.  Landlord’s space planner will prepare the space plan and,
within a reasonable time frame, will present it to Tenant for approval. 
Tenant shall have three (3) business days from the date Landlord’s space
planner submits the space plan to Tenant to approve the same.  If
Tenant-does not disapprove the-space plan within such three (3) day
period,- Tenant-shall be deemed to have approved same.  Upon approval, the
space plan will be attached to the-Lease and will form the basis for completion
of the Final Working Drawings.-If-disapproved by Tenant, Landlord and
Landlord’s-space planner will revise the space plan in an attempt to reflect
the comments of the Tenant; provided, however, that such changes will not
require the expenditure of-additional funds to-complete the
Turnkey-Improvements.  Landlord will-require Tenant’s approval of the
revised space plan within three (3) business days of submittal of such revisions
to Tenant.  If Tenant does not disapprove the space plan within such three
(3) day period, Tenant shall be deemed to have


 


2












 


approved same.  In
all events, the space planning process should be completed within twenty (20)
days after the date Tenant is first presented with said space plan, and if-no
specific space plan has been agreed to on said date, then the Commencement Date
shall not be delayed because said space plan has not been agreed to or by any
subsequent revisions-to the space plan, and the Commencement Date shall be as  specified in Section 1.07 of the
Lease, notwithstanding when the space plan is ultimately agreed upon or the
Completion Date is achieved, The cost of producing the space plan and one
revision thereof, if necessary, shall be borne by Landlord.  Subsequent
space planning and the cost of producing all additional plans, specifications
and cost estimates as may be required in this Agreement shall be paid by
Tenant.


 


2.03        
Not later than
five (5) days after the date that Tenant approves the space plan, Tenant
shall provide Landlord with all necessary information to prepare a budget
setting forth the cost of all of the work set forth in the space plans
(such-plans and budgets are herein sometimes called the “Final Working
Drawings”).  The Final Working Drawings shall be sufficiently detailed and
in a form suitable for obtaining all necessary permits from any applicable
governmental authority to commence construction of the Turnkey Improvements.


 


SECTION 3


 


TENANT’S NON-STANDARD WORK


 


3.01        
Tenant may request
that Landlord make, or cause to be made, at Tenant’s cost and expense
improvements to the Premises in addition to or different from the Turnkey Improvements
(hereinafter “Tenant’s Non-Standard Work”).  Landlord may deny its consent
to such request in Landlord’s sole discretion.


 


3.02        
If Landlord approves
Tenant’s request for Tenant’s Non-Standard Work, Landlord shall, in accordance
with this Agreement, install the Tenant’s Non-Standard Work including, but not
limited to, the following:


 


3.02-1      Qualities of Turnkey Improvements
in excess of those provided by Landlord as set forth in Section 2 hereof.


 


3.02-2      Substitution of materials or change in
design from the Turnkey Improvements.


 


Tenant acknowledges that if Tenant requests Landlord
to install Tenant’s Non-Standard Work, such request may cause a delay in
completion of the Turnkey Improvements under this Agreement.


 


3












 


SECTION 4


 


FINANCIAL


 


4.01        
If Tenant requests
Tenant’s Non-Standard Work, Tenant will pay Landlord all costs related to
Tenant’s Non-Standard Work, which will include, but not be limited to, the
following:


 


4.01-1      The cost of the professional services
(including services of architects, engineers, construction management fees and
consultants), if any, required in order to complete Tenant’s Non-Standard Work;


 


4.01-2      The additional cost, if any, resulting
from the use of materials other than those used in the Turnkey Improvements and
the cost of installing such materials; and


 


4.01-3      The cost of any structural changes in the
Building.


 


Whether or not Tenant requests Tenant’s Non-Standard
Work, Tenant shall not be entitled to any credits whatsoever for any portion of
Landlord’s Allowance not utilized by Tenant.


 


4.02        
Following
commencement of construction, Landlord will bill Tenant for the cost of
obtaining and installing Tenant’s Non-Standard Work.  Tenant shall pay
Landlord the entire amount of each statement within ten (10) days after
receipt.


 


4.03        
Any sums payable by
Tenant to Landlord under this Agreement which shall not be paid within ten
(10) days after billing of Tenant shall bear interest at the rate of
fifteen percent (15%) per annum from the date of said initial billing.  If
any payments due under this Agreement are not paid within twenty (20) days
after receipt of the original billing, such non-payment shall be a default
under this Agreement and the Lease and Landlord shall have all remedies
available under the Lease in the event of default, including, but not limited
to, the stoppage of all work to be performed under this Agreement.
 Should Landlord stop work under this Agreement due to a monetary default
of Tenant under this Agreement or the Lease, Tenant shall have no right to
set-off or abatement of Base Rent or Additional Rent under the Lease and
further Tenant shall make no claim against Landlord for any damages whatsoever,
actual or consequential, including any claims or damages for holdover rent of a
prior tenancy or as a result of a delay in taking occupancy of the Premises
under the Lease.


 


SECTION 5


 


CONSTRUCTION OF IMPROVEMENTS AND LEASE COMMENCEMENT
DATE


 


5.01        
Landlord estimates,
but does not warrant, that the Premises will be substantially completed, in
accordance with the Final Working Drawings on or before September 1, 2004, (the “Estimated
Completion Date”), unless extended by other provisions of this Agreement.


 


4












 


5.02        
(a)          
In the event the
Completion Date (as hereinafter defined) should be delayed beyond the Estimated
Completion Date for a reason solely and directly attributable to Landlord, then
the Commencement Date will be extended one day for each day of such delay.
 However, if the Commencement Date is extended by any of the provisions of
this Section 5 Landlord shall have no liability to Tenant or any other
party for any of Tenant’s holdover rent in a prior tenancy or any other
liability whatsoever.


 


(b)          
In the event that the
actual Completion Date should occur beyond the Estimated Completion Date due to
causes beyond Landlord’s control, including, but not limited to, causes beyond
the reasonable control of Landlord, or if such delay includes, but is not
solely attributable to, in whole or in part, acts of God, civil strife, riots,
strikes, governmental action, shortages of equipment or supplies, then one day
shall be added to the Commencement Date for each day of such delay.


 


5.03        
In the event the
actual Completion Date should occur beyond the Estimated Completion Date for
any reason attributable to Tenant or Tenant’s agents, then no adjustment shall
be made to the Commencement Date.


 


SECTION 6


 


SUBSTANTIAL COMPLETION AND OCCUPANCY


 


6.01        
The “Completion
Date”, as that term is used in this Agreement, will be deemed to be the date
that improvements to the Premises, including the Turnkey Improvements
and Tenant’s Non-Standard Work, if any, are substantially complete and the
Premises is ready for occupancy by Lessee, as reasonably determined by
Landlord’s architect or building manager, whichever is applicable.  The
completion of any punch-list work as contemplated in Paragraph 2.2 of the Lease
shall not delay or otherwise modify the Completion Date.


 


6.02        
In the event that due
to delays contemplated hereunder, the Completion Date shall be delayed beyond
the Estimated Commencement Date, Landlord shall give to Tenant written notice
setting forth the proposed revised Estimated Completion Date and the revised
Commencement Date.


 


6.03        
Tenant shall be
obligated to ensure that the Premises, once completed, comply with the
Americans with Disabilities Act of 1992, as amended from time to time.


 


5












 


IN
WITNESS WHEREOF, the
parties have signed this Agreement as of the date first above written.


 


	
  WITNESSES:

  	
  TENANT:

  
	
   

  	
   

  
	
  /s/ Janice Parmelee

  	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
    YP
  Web Partners, LLC

  
	
   

  	
   

  
	
  Print name:

  	
  JANICE PARMELEE

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  DONALD F. JONES, Pres.

  	
   

  
	
   

  	
   

  	
    (printed
  name and title)

  
	
   

  	
   

  	
   

  
	
  Print name:

  	
   

  	
   

  	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


6












 


	
   

  	
  OWNER:

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY

  
	
   

  	
  LIMITED LIABILITY
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSES:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


7












 





 












 


EXHIBIT “F”


 


Attached to and made part of


 


Lease Agreement dated: May 21,
2004


 


Landlord:              
3445 North Causeway
Limited Liability Company.


 


Tenant: YP Web Partners, LLC


 


IN SOLIDO OBLIGATION AND GUARANTY OF LEASE


 


May 27, 2004


 


FOR TEN AND NO/100
DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged by Donald F. Jones (“Guarantor”), and in connection with that
certain Lease Agreement (the “Lease”) in that certain building known as “3445 N. Causeway Boulevard Office Building”,
by and between 3445 North Causeway Limited
Liability Company (as “Landlord”) and YP Web Partners, LLC (as “Tenant”), the undersigned guarantor
(“Guarantor”) hereby duly executes and delivers this In Solido Obligation and
Guaranty of Lease (the “Guaranty”), makes itself liable in solido with Tenant
and covenants and agrees to guaranty, for and on behalf of Landlord and Landlord’s
transfers, successors and assigns, the full and complete performance and
payment (as applicable) of all of the obligations, liabilities and duties of
any nature and kind of Tenant under the Lease (collectively the “Liabilities”).


 


Guarantor
represents and acknowledges that the making of the Lease will be of direct
interest, benefit and advantage to Guarantor, and that, without the execution
and delivery of this Guaranty, Landlord would not have agreed to enter into
said Lease.


 


The obligations of
Guarantor hereunder are independent of the obligations of Tenant, and separate
actions for payment, damages or performance may be brought and prosecuted
against Guarantor whether or not an action is brought against Tenant or the
security for Tenant’s obligations, and whether or not Tenant is joined in any
such actions, and whether or not notice is given or demand is made upon Tenant
except as expressly provided for within the following paragraph.  This Guaranty expires at midnight on May 31,
2005.


 


Landlord may, from
time to time, without  ten
(10) days notice to Guarantor, and upon default of tenant, and
without affecting, diminishing or releasing the liability of Guarantor
(a) retain or obtain a security interest in any property to secure any of
the Liabilities or any obligation hereunder, (b) retain or obtain the
primary or secondary liability of any party or parties, in addition to
Guarantor, with respect to any of the Liabilities, (c) extend or renew
for any period (whether or not longer than the original period), alter or
exchange any of the Liabilities, (d) release or compromise any
liability of any of the parties primarily or secondarily liable on any of the
Liabilities, (e) release its security interest, if any, in all or any
property securing any of the


 












 


 


Liabilities or any obligation hereunder and permit any
substitution or exchange for any such property, (f) resort to Guarantor
for payment of any of the Liabilities, or any portion thereof, whether or not
Landlord shall have resorted to any property securing any of the Liabilities or
any obligation hereunder or shall have proceeded against any party primarily or
secondarily liable on any of the Liabilities, and (g) alter, extend,
change, modify, release or cancel any covenant, agreement or provision
contained in the Lease.  Any amount received by Landlord from whatever
source and applied by it toward the payment of the Liabilities shall be applied
in such order of application as Landlord may from time to time elect.


 


Guarantor waives,
except as specifically provided for in the preceding paragraph: (a) notice
of the acceptance of this Guaranty, (b) notice of the existence or
creation of the Lease or all or any of the Liabilities, (c) presentment,
demand, notice of dishonor, protest, and all other notice of whatever, and
(d) all diligence on the part of Landlord in collection or protection of,
or realization upon, any security for any of the Liabilities or in enforcing
any remedy available to it under the Lease.  In no event shall the Guarantor
be responsible for my remaining portion of the subject lease subsequent to the
midnight May 31, 2005 expiration of this guaranty.  This expiration
takes precedence over any provisions contained in this guaranty whether or not
in conflict with the language contained within, provided that all obligations
under the lease are current as of May 31, 2005.


 


The creation or
existence from time to time of Liabilities in excess of the amount to which the
right of recovery under this Guaranty is limited is hereby authorized, without
notice to Guarantor and shall in no way affect or impair this Guaranty.


 


Landlord may,
without notice of any kind, sell, assign or transfer all or any of the
Liabilities, and in such event each and every successive assignee, transferee,
or holder of all or any of the Liabilities, shall have the right to enforce
this Guaranty, by suit or otherwise for the benefit of such assignee,
transferee or holder, as fully as if such assignee, transferee or holder were
herein by name specifically given such rights, powers and benefits.
 Landlord shall have an unimpaired right, prior and superior to that of
any such assignee, transferee or holder, to enforce this Guaranty for the
benefit of Landlord, as to so much of the Liabilities as it has not sold, assigned,
or transferred.


 


No delay or
failure on the part of Landlord in the exercise of any right or remedy shall
operate as a waiver thereof and no single or partial exercise by Landlord of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy contained herein.  No action of
Landlord permitted hereunder shall in any way impair or affect this Guaranty.
 No right or power of Tenant or anyone else to assert any claim or defense
as to the invalidity or unenforceability of the Lease or of the Liabilities
shall impair or affect the obligations of Guarantor hereunder.  Until all
of the Liabilities shall have been paid to Landlord in full, Guarantor shall
have no right to subrogation, and until such time Guarantor waives any right to
enforce any remedy which Landlord now has or may hereafter have against Tenant,
and waives any benefit of any right to participate in any security now or
hereafter held by Landlord.


 


Until each and
every one of the covenants and agreements of this Guaranty are fully performed,
Guarantor’s obligations shall not be released, in whole or in part, by any
action or thing


 


2












 


which might, but for this provision of this
instrument, be deemed a legal or equitable discharge of a surety or guarantor,
or by reason of any waiver, extension, modification, forbearance or delay or
other act or omission of Landlord or its failure to proceed promptly or
otherwise, or by reason of any action taken or omitted by Landlord, whether or
not such action or failure to act varies or increases the risk of, or affects
the rights or remedies of Guarantor or by reason of any further dealings
between Tenant, Landlord or any other guarantor.  Guarantor hereby
expressly waives and surrenders any defense to its liability hereunder based
upon any of the foregoing acts, omissions, things, agreements or waivers or any
of them; it being the purpose and intent of the parties hereto that the
covenants, agreements and all obligations hereunder are absolute, unconditional
and irrevocable.


 


Any notice, demand
or request by Landlord, its successors or assigns, to Guarantor “shall be in
writing, and shall be deemed to have been duly given or made if either
delivered personally to Guarantor or mailed by certified or registered mail,
addressed to Guarantor, at the following address: Donald F. Jones, YP Web Partners, LLC, 3445  North Causeway Boulevard, Suite 401, Metairie,
Louisiana 70002 and to Landlord at the following address: Corporate
Realty, 3445 N. Causeway Boulevard, Suite 637, Metairie, Louisiana, 70002
Attention: Property Manager


 


Landlord shall be
entitled to assign this Guaranty and all of its rights, privileges, interests,
and remedies hereunder to any other person, firm, entity, bank or corporation
whatsoever without notice to or consent by Guarantor, and such assignee shall
be entitled to the benefits of this Guaranty and to exercise all such rights,
interests and remedies as fully as Landlord.  This Guaranty shall inure to
the benefit of Landlord, its successors and assigns, and shall bind Guarantor
jointly and severally, together with its heirs, representatives, successors and
assigns.  If more than one party shall execute this Guaranty, the term
“Guarantor” shall mean all parties executing this Guaranty, and all such
parties shall be jointly and severally obligated hereunder.


 


This Guaranty
shall be construed in accordance with the laws of the state in which the
Premises are located, and such laws shall govern the interpretation,
construction and enforcement hereof.  Wherever possible each provision of
this Guaranty shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Guaranty shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


Guarantor hereby
(a) submits to the nonexclusive jurisdiction of the United States District
Court for the District in which the Premises are located and of any state court
sitting in the District for the purposes of all legal proceedings arising out
of or relating to this Guaranty; and (b) irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such court
and any claim that any such proceeding brought in such court has been brought
in an inconvenient forum.  Notwithstanding anything herein to the
contrary, nothing herein to the contrary, nothing herein shall limit the right
of Landlord to bring proceedings against Guarantor in the courts of any other
jurisdiction.


 


3












 


To the extent permitted
by law, Guarantor expressly waives and relinquishes any and all rights and
remedies of surety, including but not limited to, any statutory rights related
thereto.


 


	
   

  	
  SIGNED, SEALED AND
  DELIVERED as of the 27 day of May, 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  5-27-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4












 


FIRST
AMENDMENT OF LEASE


 


This first
Amendment of Lease, made and entered into this 28th day of June, 2004, by and
between 3445 NORTH CAUSEWAY LIMITED LIABILITY COMPANY (hereinafter referred to
as “Landlord”) and YP WEB PARTNERS, LLC (hereinafter referred to as “Tenant”).


 


WITNESSETH


 


WHEREAS, Landlord
and Tenant entered into that certain lease (the “Lease”), dated May 21,
2004, covering certain premises located in the building located at 3445 N.
Causeway Boulevard, Metairie, Louisiana known as the 3445 N. Causeway Boulevard
Office Building (the “Building”); and


 


WHEREAS, Landlord
and Tenant wish to amend the Lease under the terms and conditions provided
herein.  Capitalized terms not otherwise defined herein have the meanings
assigned to them in the Lease.


 


NOW, THEREFORE, in
consideration of the foregoing and for other valuable consideration, Landlord
and Tenant agree as follows:


 


1.            
Premises. Commencing June 1, 2004 and
continuing for the remainder of the term of the Lease, the Premises shall be
expanded from 4,525 rentable square feet to contain a total of 6,570 rentable
square feet (see Exhibit 1-A).


 


2.            
Rent.  The Tenant shall pay Base Rent for
the Premises during the term of this Lease as follows:


 


	
  June 1,
  2004 - May 31, 2006:

  	
   

  	
  $7,665.00 per month based upon $14.00 per rentable square feet,
  calculated on 6,570 rentable
  square feet, plus applicable accrued escalations.

  
	
   

  	
   

  	
   

  
	
  June 1,
  2006 - May 31, 2007:

  	
   

  	
  $8,760.00 per month based upon $16.00 per rentable square feet,
  calculated on 6,570 rentable
  square feet, plus applicable accrued escalations.

  
	
   

  	
   

  	
   

  
	
  June 1,
  2007 - May 31, 2010:

  	
   

  	
  $9,307.50 per month based upon $17.00 per rentable square feet,
  calculated on 6,570 rentable
  square feet, plus applicable accrued escalations.

  



 












 


3.            
Security Deposit.  The Security Deposit shall be
increased from $6,906.50 to $10,028.00.


 


4.            
Tenant’s Share.  The percentage that expresses the
ratio between the number of rentable square feet comprising the Premises (6,570) and the number of rentable square
feet of the Building (127,859),
which for the purposes of the Lease, shall be .051385.


 


5.            
Tenant Improvements.  Landlord shall provide Tenant with an
improvement allowance of ten dollars ($10.00)
per rentable square foot of net rentable area of the Premises (the “Landlord’s
Allowance) further defines as SIXTY FIVE
THOUSAND SEVEN HUNDRED DOLLARS ($65,700.00). This is the total
Landlord Allowance due to Tenant.  This is not in addition to the $45,250
Landlord Allowance granted to Tenant in the Lease.


 


IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to be executed as
of the date first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  3445 NORTH CAUSEWAY
  LIMITED

  
	
   

  	
  LIABILITY COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  YP WEB PARTNERS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  



 












 





 












 


 


hereafter have to the
laying of the venue of any such proceeding brought in  such court and any claim that any such proceeding brought
in such court has been brought in an inconvenient forum.  Notwithstanding
anything herein to the contrary, nothing herein to the contrary, nothing herein
shall limit the right of Landlord to bring proceedings against Guarantor in the
courts of any other jurisdiction.


 


To the extent
permitted by law, Guarantor expressly waives and relinquishes any and all
rights and remedies of surety, including but not limited to, any statutory
rights related thereto.  This Guaranty
supercedes and replaces all previous guarantees by the Guarantor for the Lease,
more specifically the Guaranty signed and dated May 27, 2004.


 


	
   

  	
  SIGNED, SEALED AND
  DELIVERED as of the       day
  of          , 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  6-28-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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EXHIBIT “F”


 


Attached to and
made part of


 


Lease Agreement
dated: May 21, 2004


 


Landlord:              
3445 North Causeway
Limited Liability Company.


 


Tenant:                 
YP Web Partners, LLC


 


IN SOLIDO
OBLIGATION AND GUARANTY OF LEASE


 


           ,
2004


 


FOR TEN AND NO/100
DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged by Donald F. Jones (“Guarantor”), and in connection with that
certain Lease Agreement and the First
Amendment of Lease (the “Lease”) in that certain building known as “3445 N. Causeway Boulevard Office Building”,
by and between 3445 North Causeway Limited
Liability Company (as “Landlord”) and YP Web Partners, LLC (as “Tenant”), the undersigned guarantor
(“Guarantor”) hereby duly executes and delivers this In Solido Obligation and
Guaranty of Lease (the “Guaranty”), makes itself liable in solido with Tenant
and covenants and agrees to guaranty, for and on behalf of Landlord and
Landlord’s transfers, successors and assigns, the full and complete performance
and payment (as applicable) of all of the obligations, liabilities and duties
of any nature and kind of Tenant under the Lease (collectively the
“Liabilities”).


 


Guarantor
represents and acknowledges that the making of the Lease will be of direct
interest, benefit and advantage to Guarantor, and that, without the execution
and delivery of this Guaranty, Landlord would not have agreed to enter into
said Lease.


 


The obligations of
Guarantor hereunder are independent of the obligations of Tenant, and separate
actions for payment, damages or performance may be brought and prosecuted
against Guarantor whether or not an action is brought against Tenant or the
security for Tenant’s obligations, and whether or not Tenant is joined in any
such actions, and whether or not notice is given or demand is made upon Tenant.
 This Guaranty expires at midnight on
May 31, 2005.


 


Landlord may, from
time to time, without ten (10) days notice to Guarantor, and
without affecting, diminishing or releasing the liability of Guarantor
(a) retain or obtain a security interest in any property to secure any of
the Liabilities or any obligation hereunder, (b) retain or obtain the
primary or secondary liability of any party or parties, in addition to
Guarantor, with respect to any of the Liabilities, (c) extend or renew  for any period (whether or not longer
than the original period), alter or exchange any of the Liabilities,
(d) release or compromise any liability of any of the parties primarily or
secondarily liable on any of the Liabilities, (e) release its


 












 


security interest, if
any, in all or any property securing any of the Liabilities or any obligation
hereunder and permit any substitution or exchange for any such property,
(f) resort to Guarantor for  payment
of any of the Liabilities, or any portion thereof, whether or not Landlord
shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any party primarily or
secondarily liable on any of the Liabilities, and (g) alter, extend,
change, modify, release or cancel any covenant, agreement or provision continued
in the Lease.  Any amount received by Landlord from whatever source and
applied by it toward the payment of the Liabilities shall be applied in such
order of application as Landlord may from time to time elect.


 


Guarantor waives, except as specifically provided for in the preceding
paragraph: (a) notice of the acceptance of this Guaranty,
(b) notice of the existence or creation of the Lease or all or any of the
Liabilities, (c) presentment, demand, notice of dishonor, protest, and all
other notice of whatever, and (d) all diligence on the part of Landlord in
collection or protection of, or realization upon, any security for any of the
Liabilities or in enforcing any remedy available to it under the Lease.  In no event shall the Guarantor be responsible for any
portion of the subject lease subsequent to the midnight May 31, 2005
expiration of this guaranty whether or not in conflict with the language
contained within, provided that all obligations under the lease are current as
of May 31, 2005.


 


The creation or
existence from time to time of Liabilities in excess of the amount to which the
right of recovery under this Guaranty is limited is hereby authorized, without
notice to Guarantor and shall in no way affect or impair this Guaranty.


 


Landlord may,
without notice of any kind, sell, assign or transfer all or any of the
Liabilities, and in such event each and every successive assignee, transferee,
or holder of all or any of the Liabilities, shall have the right to enforce
this  Guaranty, by suit or
otherwise for the benefit of such assignee, transferee or holder, as fully as
if such assignee, transferee or holder were herein by name specifically given
such rights, powers and benefits.  Landlord shall have an unimpaired
right, prior and superior to that of any such assignee, transferee or holder,
to enforce this Guaranty for the benefit of Landlord, as to so much of the
Liabilities as it has not sold, assigned, or transferred.


 


No delay or
failure on the part of Landlord in the exercise of any right or remedy shall
operate as a waiver thereof and no single or partial exercise by Landlord of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy contained herein.  No action of
Landlord permitted hereunder shall in any  way
impair or affect this Guaranty, No right or power of Tenant or anyone else to
assert any claim or defense as to the invalidity or unenforceability of the
Lease or of the Liabilities shall impair or affect the obligations of Guarantor
hereunder.  Until all of the Liabilities shall have been paid to Landlord
in full.  Guarantor shall have no right to subrogation, and until such
time Guarantor waives any right to enforce any remedy which Landlord now has or
may hereafter have against Tenant, and waives any benefit of any right to
participate in any security now or hereafter held by Landlord.


 


2












 


Until each and
every one of the covenants and agreements of this Guaranty are fully performed,
Guarantor’s obligations shall not be released, in whole or in part, by any
action or thing which might, but for this provision of this instrument, be
deemed a legal or equitable discharge of a surety or guarantor, or by reason of
any waiver, extension, modification, forbearance or delay or other act or omission
of Landlord or its failure to proceed promptly or otherwise, or by reason of
any action taken or omitted by Landlord, whether or not such action or failure
to act varies or increases the risk of, or affects the rights or remedies of
Guarantor or by reason of any further dealings between Tenant, Landlord or any
other guarantor.  Guarantor hereby expressly waives and surrenders any
defense to its liability hereunder based upon any of the foregoing acts,
omissions, things, agreements or waivers or any of them; it being the purpose
and intent of the parties hereto that the covenants, agreements and all
obligations hereunder are absolute, unconditional and irrevocable.


 


Any notice, demand
or request by Landlord, its successors or assigns, to Guarantor shall be in
writing, and shall be deemed to have been duly given or made if either
delivered personally to Guarantor or mailed by certified or registered mail,
addressed to Guarantor at the following address: Donald F. Jones, YP Web Partners, LLC, 3445 North Causeway Boulevard,
Suite 401, Metairie, Louisiana 70002 and to Landlord at the
following address: Corporate Realty, 3445 N. Causeway Boulevard,
Suite 637, Metairie, Louisiana, 70002 Attention: Property Manager


 


Landlord shall be
entitled to assign this Guaranty and all of its rights, privileges, interests,
and remedies hereunder to any other person, firm, entity, bank or corporation
whatsoever without notice to or consent by Guarantor, and such assignee shall
be entitled to the benefits of this Guaranty and to exercise all such rights,
interests and remedies as fully as Landlord.  This Guaranty shall inure to
the benefit of Landlord, its successors and assigns, and shall bind Guarantor
jointly and severally, together with its heirs,
representatives, successors and assigns. If more than one party
shall execute this Guaranty, the term “Guarantor” shall mean all parties
executing this Guaranty, and all such parties shall be jointly and severally
obligated hereunder.


 


This Guaranty
shall be construed in accordance with the laws of the state in which the
Premises are located, and such laws shall govern the interpretation,
construction and enforcement hereof.  Wherever possible each provision of
this Guaranty shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Guaranty shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.


 


Guarantor hereby
(a) submits to the nonexclusive jurisdiction of the United States District
Court for the District in which the Premises are located and of any state court
sitting in the District for the purposes of all legal proceedings arising out
of or relating to this Guaranty; and (b) irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or


 


3












 


hereafter have to the
laying of the venue of any such proceeding brought in such court and any claim
that any such proceeding brought in such court has been brought in an
inconvenient forum.  Notwithstanding anything herein to the contrary,
nothing herein to the contrary, nothing herein shall limit the right of Landlord
to bring proceedings against Guarantor in the courts of any other jurisdiction.


 


To the extent
permitted by law, Guarantor expressly waives and relinquishes any and all
rights and remedies of surety, including but not limited to, any statutory
rights related thereto.  This Guaranty
supercedes and replaces all previous guarantees by the Guarantor for the Lease,
more specifically the Guaranty signed and dated May 27, 2004.


 


	
   

  	
  SIGNED, SEALED AND
  DELIVERED as of the       day
  of          , 2004.

  
	
   

  	
   

  	
  “GUARANTOR”

  
	
   

  
	
   

  	
  By:

  	
  /s/ Donald F. Jones

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  6-28-04

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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