exv10w3



 





Exhibit 10.3




CANYONS CENTER




SUMMERLIN




LAS VEGAS, NEVADA




LEASE AGREEMENT




between




HOWARD HUGHES PROPERTIES,

LIMITED PARTNERSHIP




and




VENDING DATA CORPORATION




Dated December 29, 2006




Page 1









 





LEASE AGREEMENT




TABLE
OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE 1 DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 2 LEASE GRANT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3 LEASE TERM
	 	 	3	 
	 
	 	 	 	 
	3.1 Delivery of Possession
	 	 	3	 
	3.2 Substantial Completion of Premises
	 	 	3	 
	3.3 Landlord Delays
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4 USE OF PREMISES AND COMMON AREAS
	 	 	3	 
	 
	 	 	 	 
	4.1 Premises
	 	 	3	 
	4.2 Common Areas of Building
	 	 	3	 
	4.3 Landlord’s Rights in Common Areas
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 5 BASE RENT AND ADDITIONAL RENT
	 	 	3	 
	 
	 	 	 	 
	5.1 Base Rent
	 	 	3	 
	5.2 Intentionally Omitted
	 	 	3	 
	5.3 Additional Rent
	 	 	3	 
	5.4 Interest on Late Payments
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 6 BASE RENT ADJUSTMENT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 7 SERVICES TO BE FURNISHED BY LANDLORD
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 8 IMPROVEMENTS TO BE MADE BY LANDLORD
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 9 MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 10 GRAPHICS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 11 CARE OF THE PREMISES BY TENANT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 12 REPAIRS AND ALTERATIONS BY TENANT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 13 USE OF ELECTRICAL SERVICES BY TENANT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 14 LAWS AND REGULATIONS
	 	 	3	 
	 
	 	 	 	 
	14.1 General
	 	 	3	 
	14.2 Hazardous Materials
	 	 	3	 
	14.3 Certain Insurance Risks
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 15 BUILDING RULES
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 16 ENTRY BY LANDLORD
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 17 ASSIGNMENT AND SUBLETTING
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 18 LIENS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 19 INSURANCE
	 	 	3	 
	 
	 	 	 	 
	19.1 Property Insurance
	 	 	3	 
	19.2 Liability Insurance
	 	 	3	 
	19.3 Requirements for Insurance Policies
	 	 	3	 
	19.4 Waiver of Subrogation Rights
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 20 INDEMNITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 21 PROPERTY DAMAGE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 22 CONDEMNATION
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 23 DAMAGES FROM CERTAIN CAUSES
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 24 EVENTS OF DEFAULT
	 	 	3	 






Page 2









 





	 	 	 	 	 
	 	 	PAGE
	 
	 	 	 	 
	ARTICLE 25 LANDLORD’S REMEDIES
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 26 LANDLORD’S DEFAULT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 27 PEACEFUL ENJOYMENT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 28 HOLDING OVER
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 29 SUBORDINATION TO MORTGAGE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 30 LANDLORD’S LIEN
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 31 ATTORNEYS’ FEES
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 32 NO IMPLIED WAIVER
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 33 PERSONAL LIABILITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 34 SECURITY DEPOSIT/LETTER OF CREDIT
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 35 NOTICE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 36 SEVERABILITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 37 RECORDATION
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 38 GOVERNING LAW
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 39 FORCE MAJEURE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 40 TIME OF PERFORMANCE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 41 TRANSFERS BY LANDLORD
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 42 COMMISSIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 43 EFFECT OF DELIVERY OF THIS LEASE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 44 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 45 JOINT AND SEVERAL LIABILITY
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 46 INTERPRETATION
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 47 INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 48 WAIVER OF JURY TRIAL
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 49 NO MERGER
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 50 COUNTERPARTS
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 51 EXHIBITS
	 	 	3	 






Page 3









 





LIST OF EXHIBITS




	 	 	 	 	 	 	 
	 	 	 	 	Principal Reference
	Exhibit	 	Description	 	“In Section/Article”
	 	 	 
	 	 	 	 
	“A”	 	Legal Description
	 	 	1.4	 
	 	 	 
	 	 	 	 
	“B”	 	Floor Plan of the Premises
	 	 	1.15	 
	 	 	 
	 	 	 	 
	“C”	 	Parking Agreement
	 	 	4.2(ii)	 
	 	 	 
	 	 	 	 
	“D”	 	Work Letter
	 	 	8	 
	 	 	 
	 	 	 	 
	“E”	 	Rules and Regulations
	 	 	15	 
	 	 	 
	 	 	 	 
	“F”	 	Commencement Memorandum
	 	 	1.22	 






Page 4









 





CANYONS CENTER




LEASE AGREEMENT




     THIS LEASE AGREEMENT (the “Lease”), is made and entered into as of the 29th day of
December, 2006, between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited
partnership (“Landlord”), and VENDING DATA CORPORATION, a Nevada corporation (“Tenant”).



W I T N E S S E T H:




ARTICLE 1

DEFINITIONS




     1.1 Intentionally omitted.



     1.2 “Allowance” shall mean an amount equal to Seven and 00/100 Dollars ($7.00) per square foot
of Usable Area in the Premises. The Premises are stipulated for all purposes to contain six
thousand one hundred thirty-five (6,135) square feet of Usable Area.



     1.3 “Base Rent” shall be determined as follows:




     (i) During months one (1) through twelve (12) of the Lease Term, the Base Rent shall be
Thirty and 00/100 Dollars ($30.00) per year for each square foot of Rentable Area of the
Premises which is equal to Two Hundred Eleven Thousand One Hundred Ten and 00/100 Dollars
($211,110.00) per annum.




     (ii) During months thirteen (13) through twenty-four (24) of the Lease Term, the Base
Rent shall be Thirty-One and 20/100 Dollars ($31.20) per year for each square foot of
Rentable Area of the Premises which is equal to Two Hundred Nineteen Thousand Five Hundred
Fifty-Four and 40/100 Dollars ($219,554.40) per annum.




     (iii) During months twenty-five (25) through thirty-six (36) of the Lease Term, the
Base Rent shall be Thirty-Two and 44/100 Dollars ($32.44) per year for each square foot of
Rentable Area of the Premises which is equal to Two Hundred Twenty-Eight Thousand Two
Hundred Eighty and 28/100 Dollars ($228,280.28) per annum.




     (iv) During months thirty-seven (37) through forty-eight (48) of the Lease Term, the
Base Rent shall be Thirty-Three and 74/100 Dollars ($33.74) per year for each square foot of
Rentable Area of the Premises which is equal to Two Hundred Thirty-Seven Thousand Four
Hundred Twenty-Eight and 38/100 Dollars ($237,428.38) per annum.




     (v) During months forty-nine (49) through sixty (60) of the Lease Term, the Base Rent
shall be Thirty-Five and 09/100 Dollars ($35.09) per year for each square foot of Rentable
Area of the Premises which is equal to Two Hundred Forty-Six Thousand Nine Hundred
Twenty-Eight and 33/100 Dollars ($246,928.33) per annum.




     The Base Rent due for the first full calendar month during the Lease Term has been paid
to Landlord by Tenant contemporaneously with Tenant’s execution hereof.



     1.4 “Building” shall mean (a) the parcel of real property described in Exhibit “A” attached
hereto and incorporated herein, (b) the office building and parking structure built or to be built
on such parcel of real property, and (c) any and all other improvements thereon and appurtenances
thereto. The street address of the Building is 1120 Town Center Drive, Las Vegas, Nevada 89144;
such street address may be modified by Landlord from time to time during the Lease Term.



     1.5 “Building Core” shall mean the area within the outermost finish face of that portion of
the Building that incorporates those areas that provide service to the tenants of that floor and to
the Building. These areas of service include: restroom facilities for men and women along with the
vestibule and access, electrical, mechanical, and telephone rooms, janitor closets, elevators and
service elevators along with lobby and stairs, vestibules, and all vertical floor penetrations for
mechanical/electrical/plumbing for the Building.



Page 5









 





     1.6 “Building Shell” shall mean the condition of the Building completed with the following
improvements: (a) outside walls (not including drywall), core walls, and elevator lobby areas
completed to building standard condition for public areas; (b) unfinished concrete floors
throughout the Premises, broom clean; (c) building standard 110 volt 220 amp. power supplied to the
Building Core along with 277/480 volt fluorescent lighting power supplied to the Building Core; (d)
men’s and ladies’ restroom facilities with building standard finished located on each floor on
which the Premises are located; (e) building standard voice communication speakers and smoke
detectors in accordance with applicable building codes and provided only at the core; and (f)
mechanical, electrical, plumbing, life safety, heating, air conditioning and ventilation in
Building Core area as required to connect to and service the Premises.



     1.7 “Commencement Date” shall mean the earlier of (i) the date that Tenant actually commences
any business operations from the Premises, (ii) the date Tenant Improvements (as defined in Section
1.2 of Exhibit “D” — The Canyons Center Work Letter) have been substantially completed (as defined
in Section 3.3 of the Lease), or (iii) February 1, 2007, except as the same may be delayed pursuant
to Section 3.3 hereof. Notwithstanding the foregoing, Tenant is permitted entry to the Premises
one (1) week prior to the Commencement Date for the purpose of installing fixtures or any other
purpose permitted by Landlord. The early entry will be at Tenant’s sole risk and subject to all
the terms and provisions of this Lease as though the Commencement Date had occurred, except for the
payment of Rent, which will commence on the Commencement Date. Tenant, its agents, or employees
will not interfere with or delay Landlord’s completion of construction of the Tenant Improvements.
All rights of Tenant under this subsection 1.7 will be subject to the requirements of all
applicable building codes, zoning requirements, and federal, state, and local laws, rules, and
regulations, so as not to interfere with Landlord’s compliance with all laws.



     1.8 “Expense Stop” shall mean the amount (per square foot of Rentable Area of the Premises)
Landlord herewith agrees to expend as its share of Operating Expense (which shall be a credit for
Tenant to apply to offset Operating Expenses charged to the Premises), not to exceed the total
amount of Operating Expenses for calendar year 2007 (the “Base Year”) (per square foot of Rentable
Area in the Building); provided, however, that if occupancy of the Building during the Base Year is
less than ninety-five percent (95%), Operating Expenses for the Base Year shall be “grossed up” to
that amount of Operating Expenses that, using reasonable projections, would normally be expected to
be incurred if the Building were ninety-five percent (95%) occupied during the Base Year. With
respect to Real Property Taxes included in Operating Expenses for the Base Year, such amount shall
be determined under the assumption that the Building is fully assessed as a completed and occupied
unit.



     1.9 “Index” shall mean the Consumer Price Index, Urban Wage Earners and Clerical Workers for
Los Angeles, Anaheim and Riverside Area, all items (1982-1984=100), as published by the Bureau of
Labor Statistics of the United States Department of Labor. In the event that the Index is
discontinued or is revised to substantially alter the calculations under Section 5.2, Landlord
shall select such other government index which provides substantially the same result as would have
been obtained if the Index had not been so discontinued or revised.



     1.10 “Laws” shall mean all applicable statutes, regulations, ordinances, requirements and
orders promulgated by any federal, state, local or regional governmental authority now in force or
in force after the Commencement Date.



     1.11 “Lease Interest Rate” shall mean the lesser of (a) that fluctuating rate of interest
equal to two percentage points (2%) over the rate of interest announced from time to time by the
Bank of America National Trust and Savings Association as its prime or reference commercial lending
rate (or in the event such bank ceases to announce such rate, then by such other federally
regulated banking institution as Landlord shall determine), or (b) the maximum interest rate
permitted by law.



     1.12 “Lease Term” shall mean the term commencing on the Commencement Date and continuing until
sixty (60) months after the first day of the first full calendar month following the Commencement
Date.



     1.13 “Mortgagee” shall mean the mortgagee under a mortgage or beneficiary under a deed of
trust holding a lien encumbering the Building or any holder of a ground leasehold interest in the
Building or any part thereof.



     1.14 “Operating Expenses” shall mean all costs of any kind paid or incurred by Landlord in
owning, operating, cleaning, equipping, protecting, lighting, repairing, replacing, heating,
air-conditioning and maintaining the Building as a first class office project, and a proration of
Operating Expenses for all common areas within Canyons Center as provided in the REA or as
otherwise determined by Landlord, including by way of illustration but not limitation, all of the
following: (a) all amounts charged to the Building pursuant to the REA; (b) Real Property Taxes;
(c) all costs, charges and surcharges for utilities, water, sewage, janitorial, waste disposal and
refuse removal and all other utilities and services provided to the Building; (d) insurance costs
for which Landlord is responsible under this Lease or which Landlord or



Page 6









 






any Mortgagee deems necessary or prudent; (e) any costs levied, assessed or imposed pursuant to any
applicable Laws; (f) the cost (amortized over such period as Landlord reasonably determines
together with interest at the Lease Interest Rate on the unamortized balance) of any capital
improvements to the Building or equipment replacements made by Landlord after the Commencement Date
that are intended to reduce other Operating Expenses or are required by any Laws or are necessary
in order to operate the Building at the same quality level as prior to such replacement; (g) costs
and expenses of operation, repair and maintenance of all structural and mechanical portions and
components of the Building including, without limitation, plumbing, communication, heating,
ventilating and air-conditioning (“HVAC”), elevator, and electrical and other common Building
systems; (h) a pro rata portion of the costs of the rental payments for the management office that
is servicing the Canyons Center; (i) all costs incurred in the management and operation of the
Building including, without limitation, gardening and landscaping, maintenance of all parking
areas, structures and garages, maintenance of signs, resurfacing and repaving, painting, lighting,
cleaning, and provision of Building security; (j) all personal property taxes levied on or
attributable to personal property used in connection with the Building; (k) depreciation on
personal property owned by Landlord which is consumed in the operation or maintenance of the
Building; (l) rental or lease payments paid by Landlord for rented or leased personal property used
in the operation or maintenance of the Building; (m) management fees, wages, salaries and other
labor costs incurred in the management and operation of the Building; (n) fees for required
licenses and permits; (o) reasonable legal, accounting and other professional fees; (p) reasonable
and appropriate reserves for repair and replacement; and (q) a reasonable allowance to Landlord for
supervision of all of the foregoing not to exceed five percent (5%) of the total of all other
Operating Expenses. If the Building is not 95% occupied during any portion of the Lease Term,
Landlord shall make an appropriate adjustment to Operating Expenses for such period employing sound
accounting and management principles, to determine the amount of Operating Expenses that would have
been incurred had the Building been 95% occupied during such period (collectively referred to as
“Grossed-Up”). Operating Expenses shall not include depreciation of the Building or equipment
therein, commissions of real estate brokers and leasing agents, nor any amounts expended for tenant
improvements. Increases in controllable Operating Expenses shall not exceed four percent (4%)
annually. Controllable Operating Expenses shall include any Operating Expenses other than Real
Property Taxes, insurance and utility charges.



     1.15 “Premises” shall mean that space outlined on the floor plan attached to this Lease as
Exhibit “B” and incorporated herein. The Premises are stipulated for all purposes to contain seven
thousand thirty-seven (7,037) square feet of Rentable Area.



     1.16 “REA” shall mean that certain Canyons Center’s Conditions and Restrictions recorded with
the Clark County Recorder on December 11, 1996 in Book 961211 and Instrument No. 00521 as such
document may be further amended or supplemented from time to time; provided, however, that no such
further amendment or supplement shall in any event decrease Tenant’s rights, materially increase
Tenant’s financial obligations, or increase Tenant’s non-financial obligations under this Lease.



     1.17 “Real Property Taxes” shall mean and include any form of tax, assessment, license fee,
license tax, business license fee, commercial rental tax, levy, charge, penalty, tax or similar
imposition, imposed by any authority having the direct power to tax, including any city, county,
state or federal government, or any school, lighting, drainage, transportation, air pollution,
environmental or other improvement or special assessment district thereof, as against any legal or
equitable interest of Landlord in the Building and/or the Premises, including, but not limited to,
the following: (a) any tax on Landlord’s “right” to rent or “right” to other income from the
Premises or as against Landlord’s business of leasing the Premises; (b) any assessment, tax, fee,
levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge
previously included within the definition of Real Property Taxes (it is the intention of Tenant and
Landlord that all such new and increased assessments, taxes, fees, levies and charges be included
within the definition of “Real Property Taxes” for the purposes of this Lease); (c) any assessment,
tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable
hereunder, including, without limitation, any gross income tax or excise tax levied by the state,
county, city or federal government, or any political subdivision thereof, with respect to the
receipt of such rent, or upon or with respect to the possession, leasing, operating, management,
maintenance, alteration, repair, use or occupancy of the Building, or any portion thereof; (d) any
assessment, tax, fee, levy or charge upon this transaction creating or transferring an interest or
an estate in the Premises; (e) any assessment, tax, fee, levy or charge based upon the number of
people employed, working at, or using the Premises or the Building, or utilizing public or private
transportation to commute to the Premises or the Building; and (f) reasonable legal and other
professional fees, costs and disbursements incurred in connection with proceedings to contest,
determine or reduce Real Property Taxes.



     Real Property Taxes shall not include federal or state income, franchise, inheritance or
estate taxes of Landlord or any of the parties which comprise Landlord.



     1.18 “Rentable Area” of the Premises shall mean the total of the following measurements to be
determined by Landlord: (a) the entire area included within the Premises, being the area bounded by
the inside surface of any exterior glass walls (or the inside surface of the permanent exterior
wall where there



Page 7









 






is no glass) of the Building bounding the Premises, the exterior of all walls separating the
Premises from any public corridors or other public areas, and the centerline of all walls
separating the Premises from other areas leased or to be leased to other tenants, (b) a pro rata
portion based on the space occupied on the floor or floors on which the Premises is located (the
“Floor(s)”) of the areas covered by the elevator lobbies, corridors, restrooms, and by mechanical
rooms, electrical rooms and telephone closets situated on the Floor(s) (such pro rata portion shall
be the same percentage that the amount of Rentable Area in the Premises bears to the Rentable Area
on the Floor(s) on which the Premises is located), other than those servicing the entire Building,
and (c) a pro rata portion of the lobby area on the ground floor of the Building and of the area of
the Building containing the electrical/emergency equipment, fire pump equipment, electrical
switching gear, telephone equipment, mail delivery room and other facilities serving the Building
(such pro rata portion shall be the same percentage that the amount of Rentable Area of the
Premises bears to the total Rentable Area in the entire Building). The Building is stipulated for
all purposes to contain one hundred three thousand eight hundred forty-nine (103,849) square feet
of Rentable Area.



     1.19 “Security Deposit” shall mean the sum of One Hundred Thousand and 00/100 Dollars
($100,000.00), to be secured by a letter of credit (“Letter of Credit”), as further defined in
Article 34.



     1.20 “Tenant’s Share” shall be a fraction of which the numerator is the Rentable Area of the
Premises as set forth in Section 1.15 and the denominator is the Rentable Area in the Building as
set forth in Section 1.18.



     1.21 “Usable Area” for the Premises shall mean the Rentable Area for the Premises, minus the
following reductions as determined by Landlord: (a) the Premises pro rata portion of the lobby area
on the ground floor and electrical/emergency equipment, fire pump equipment, electrical switching
gear, telephone equipment, mail delivery facilities, elevator penthouse, security rooms, trash
rooms and other areas which service the entire Building as specified in the definition of Rentable
Area, and (b) the Premises’ pro rata portion of the space occupied on the Floor(s) of the Premises
covered by the elevator lobbies, corridors, restrooms, mechanical rooms, electrical rooms and
telephone closets situated on such Floors as specified in the definition of Rentable Area.



     1.22 “Commencement Memorandum” shall mean a document similar to Exhibit “F” attached hereto.
The Commencement Memorandum, among other things, shall contain a reference to the Rentable Area of
the Premises and Usable Area of the Premises. Tenant agrees that the Rentable Area and Usable Area
of the Premises stated in the Commencement Memorandum shall be binding throughout the Lease Term.



     1.23 “Intellectual Property” shall mean that certain trademarks, service marks, trade names
and logos, including without limitation “Summerlin”, “The Hills”, “The Pueblo”, “The Trails”, “The
Crossings”, “The Canyons”, “The Arbors”, and “The Willows” (collectively, “Intellectual
Property”). Tenant expressly acknowledges that Landlord is the owner of the Intellectual Property
and, therefore, Tenant shall not, without the express written permission of Landlord, utilize any
of the Intellectual Property as part or all of its business names, trade names, product names,
trademarks, service marks, or any other identifying devices associated with its business, products
or services. Furthermore, Tenant shall not challenge or attack the validity or enforceability of
any of the Intellectual Property at any time during the term of the Lease and for a period of two
(2) years thereafter. Tenant shall indemnify and hold Landlord harmless for any and all loss, cost
or damage suffered by Landlord as a result of Tenant’s breach of this Section 1.23. This Section
1.23 shall survive the expiration or termination of this Lease.



ARTICLE 2

LEASE GRANT




     Subject to and upon the terms and conditions herein set forth, Landlord leases to Tenant and
Tenant leases from Landlord the Premises.



ARTICLE 3

LEASE TERM




     3.1 Delivery of Possession.



     Landlord will be deemed to have delivered possession of the Premises to Tenant on the
Commencement Date, as it may be adjusted pursuant to Section 3.3 and the Work Letter. Landlord
will construct or install in the Premises the Improvements (hereinafter defined) to be constructed
or installed by Landlord according to the Work Letter. Tenant acknowledges that neither Landlord
nor its agents or employees have made any representations or warranties as to the suitability or
fitness of the Premises for the conduct of Tenant’s business or for any other purpose, nor has
Landlord or its agents or employees agreed to undertake any alterations or construct any tenant
improvements to the Premises except as expressly provided in this Lease and the Work Letter. If
for any reason Landlord cannot deliver



Page 8









 




possession of the Premises to Tenant on or before the fixed date component of the Commencement
Date, this Lease will not be void or voidable, and Landlord will not be liable to Tenant for any
resultant loss or damage.




     3.2 Substantial Completion of Premises.



     If, by the fixed date specified in Section 1.7, the Premises have not been substantially
completed pursuant to the Work Letter due to any cause other than Landlord’s default, Landlord
shall have no liability therefor, and the Lease Term (including without limitation, Tenant’s
obligation to pay Rent) shall nonetheless commence as of said fixed date.



     3.3 Landlord Delays.



     If the Premises are not substantially completed by the fixed date specified in Section 1.7 due
to default on the part of Landlord (as determined in accordance with Article 26 below), then as
Tenant’s sole remedy for the delay in Tenant’s occupancy of the Premises, the fixed date component
of the definition of the Commencement Date shall be delayed for the period of delay in substantial
completion of the Premises resulting from Landlord’s default. The Premises shall be deemed
“substantially completed” when (i) Landlord has provided reasonable access to the Premises to
Tenant, (ii) Landlord has completed the work covered by the Work Letter other than details of
construction which do not materially interfere with Tenant’s use of the Premises, and (iii)
Landlord has obtained a permanent or temporary certificate of occupancy for the Premises (or its
equivalent).



ARTICLE 4

USE OF PREMISES AND COMMON AREAS




     4.1 Premises.



     The Premises shall be used for general office purposes and for no other purposes. Tenant will
use the Premises in a careful, safe, and proper manner. Tenant agrees not to use or permit the use
of the Premises for any purpose which is illegal or prohibited by any applicable Laws, or which, in
Landlord’s opinion, creates a nuisance or would increase the cost of insurance coverage with
respect to the Building. Tenant shall not use or occupy the Premises in violation of such rules
and regulations described in Article 15 below nor in violation of the REA or any other recorded
covenants, conditions or restrictions affecting the Building. Tenant shall not place a load upon
the Premises exceeding the average pounds live load per square foot of floor area specified for the
Building by Landlord’s architect, with the partitions to be considered part of the live load.
Landlord reserves the right to prescribe the weight and position of all safes, files and heavy
equipment which Tenant desires to place in the Premises so as to distribute properly the weight
thereof.



     4.2 Common Areas of Building.



     Tenant shall have the nonexclusive right to use in common with other tenants in the Building,
and subject to the rules of the Building referred to in Article 15 below, the following areas
(“Common Areas”) appurtenant to the Premises:




     (i) The common entrances, lobbies, restrooms, elevators, stairways and accessways,
loading docks, ramps, drives and platforms and any passageways and serviceways thereto, and
the common pipes, conduits, wires and appurtenant equipment serving the Premises;




     (ii) Parking areas (subject to the provisions of the Parking Agreement attached hereto
as Exhibit “C”), loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways and landscaped areas appurtenant to the Building.



     4.3 Landlord’s Rights in Common Areas.



     Landlord reserves the right from time to time without unreasonable interference with Tenant’s
use:




     (i) To install, use, maintain, repair and replace pipes, ducts, conduits, wires and
appurtenant meters and equipment for service to other parts of the Building above the
ceiling surfaces, below the floor surfaces, within the walls and in the central core areas,
and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment
included in the Premises which are located in the Premises or located elsewhere outside the
Premises, and to expand the Building;




     (ii) To make changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of driveways, entrances, loading and unloading areas,



Page 9









 






ingress, egress, direction of traffic, landscaped areas and walkways and, subject to the
Parking Agreement, parking spaces and parking areas;




     (iii) To close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains available;




     (iv) To use the Common Areas while engaged in making additional improvements, repairs
or alterations to the Building, or any portion thereof; and




     (v) To do and perform such other acts and make such other changes in, to or with
respect to the Common Areas and Building as Landlord may, in the exercise of sound business
judgment, deem to be appropriate.



ARTICLE 5

BASE RENT AND ADDITIONAL RENT




     5.1 Base Rent.



     Tenant agrees to pay to Landlord during the Lease Term, without any setoff or deduction
whatsoever the Base Rent, and all such other sums of money as shall become due hereunder as
Additional Rent. Should Tenant fail to pay any Additional Rent in a timely manner, Landlord shall
be entitled to exercise all such rights and remedies as are herein provided in the case of the
nonpayment of Base Rent. The annual Base Rent for each calendar year or portion thereof during the
Lease Term, together with estimated Additional Rent pursuant to Article 6 hereof then in effect,
shall be due and payable in advance, in lawful money of the United States of America which shall be
legal tender at the time of payment, in twelve (12) equal installments on the first day of each
calendar month during the initial term of this Lease and any extensions or renewals thereof, and
Tenant hereby agrees to pay such Base Rent and Additional Rent to Landlord at Landlord’s address
provided herein (or such other address as may be designated by Landlord in writing from time to
time) monthly, in advance, and without demand. If the Lease Term commences on a day other than the
first day of a month or terminates on a day other than the last day of a month, then the
installments of Base Rent and Additional Rent for such month or months shall be prorated, based on
the number of days in such month.



     5.2 Intentionally Omitted.



     5.3 Additional Rent.



     All charges payable by Tenant hereunder other than Base Rent (including, without limitation,
Operating Expenses payable pursuant to Article 6 below) are called “Additional Rent.” Unless this
Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of
Base Rent. Base Rent and Additional Rent are sometimes referred to collectively as “Rent.”



     5.4 Interest on Late Payments.



     All installments of Rent not paid when due and payable shall bear interest at the Lease
Interest Rate from the date due until paid. In addition, if any installment of Rent is not
received by Landlord within five (5) days after notice that said amount is past due from Landlord
to Tenant, Tenant shall pay to Landlord, as Additional Rent, five percent (5%) of the overdue
amount as a late charge. Landlord’s acceptance of any late charge or interest shall not constitute
a waiver of Tenant’s default with respect to the overdue amount nor prevent Landlord from
exercising any of the other rights and remedies available to Landlord under this Lease or any law
now or hereafter in effect.



ARTICLE 6

BASE RENT ADJUSTMENT




     The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with
the following provisions:




     (a) Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to
the excess (the “Excess”) from time to time of total annual Operating Expenses per
square foot of Rentable Area of the Premises, as Grossed-Up, over and above the
Expense Stop. The Excess shall be obtained by multiplying (i) the difference
between the annual Operating Expense per square foot of Rentable Area in the
Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as
set forth in Section 1.15. Such amount shall be paid in advance in monthly
installments on the same dates as Base Rent is due and payable hereunder based on
Landlord’s notice delivered to Tenant from time to time setting forth Landlord’s
good faith estimate of the Operating Expenses for



Page 10









 






the current calendar year. Landlord shall have the right to adjust such amount no
more than once a year to reflect any changes in Landlord’s estimate of Operating
Expenses.




     (b) By April 1 of each calendar year during the Lease Term, or as soon
thereafter as practicable, Landlord shall furnish to Tenant a statement (“Actual
Statement”) of Landlord’s annual Operating Expenses, as Grossed-Up, for the previous
calendar year. If for any calendar year the amounts collected from Tenant for the
prior year, as a result of Landlord’s estimate of Operating Expenses, exceeds the
amount of the Excess actually due during such prior year, then Landlord shall refund
to Tenant any overpayment (or at Landlord’s option, apply such amount against Rent
due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand,
any underpayment with respect to the prior year.




     (c) In the event of any good faith dispute as to the amount of the Excess as
set forth in the statement of actual Operating Expenses, Tenant shall have the
right, no more frequently than once per calendar year, after reasonable notice to
Landlord and at reasonable times, to inspect and photocopy Landlord’s Operating
Expenses records at Landlord’s offices. If, after such inspection and photocopy,
Tenant continues, in good faith, to dispute the amount of the Excess as set forth in
said statement, Tenant shall be entitled not later than one (1) year following
Tenant’s receipt of an Actual Statement to retain a national, independent, certified
public accountant who is not contracted on a contingency fee basis and is mutually
acceptable to Landlord and Tenant to audit Landlord’s Operating Expenses records
with respect to the calendar year covered by Actual Statement to determine the
proper amount of the Excess. Landlord shall be entitled to review the results of
such audit promptly after completion of same. If such audit proves that Landlord
has overcharged Tenant, then within fifteen (15) days after the results of the audit
are made available to Landlord, Landlord shall credit Tenant the amount of such
overcharge toward the payments of Base Rent and Additional Rent next coming due
under this Lease. If the results of such audit prove that Landlord has undercharged
Tenant, then within fifteen (15) days after the results of the audit are made
available to Tenant, Tenant shall pay to Landlord the amount of any such
undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord
shall reimburse Tenant the amount of such cost if the results of such audit prove
that Landlord’s determination of the Excess (as set forth in the Actual Statement)
was in error by more than six percent (6%). If Tenant does not request an audit in
accordance with the provisions of this Section 6(c) within one (1) year after
Tenant’s receipt of an Actual Statement, such Actual Statement shall be conclusively
binding upon Tenant. Landlord shall be required to maintain records of all
Operating Expenses for three (3) years following the issuance of the Operating
Expense statement for such Operating Expenses. The payment by Tenant of any amounts
pursuant to this Article shall not preclude Tenant from questioning the correctness
of any such statement.



ARTICLE 7

SERVICES TO BE FURNISHED BY LANDLORD




     Landlord agrees to furnish Tenant the following services as an Operating Expense for the
Building (except as specifically provided below):




     (a) Hot and cold water at those points of supply provided for general use of
other tenants in the Building, central heat and air conditioning in season, at such
temperatures and in such amounts as are considered by Landlord to be standard or as
required by governmental authority; provided, however, heating and air conditioning
service at times other than “Normal Business Hours” for the Building (which are 8:00
a.m. to 6:00 p.m. on Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on
Saturdays, exclusive of federally recognized holidays), shall be furnished upon
receipt of a phone request by Tenant utilizing Landlord’s computer which permits
Tenant to make phone requests for such heating and air conditioning services.
Tenant shall bear the entire cost of such additional service as such costs are
determined by Landlord from time to time.




     (b) Routine maintenance and electric lighting service for all Common Areas and
service areas of the Building in the manner and to the extent deemed by Landlord to
be standard.




     (c) Janitorial service, five (5) days a week, exclusive of federally recognized
holidays; provided, however, if Tenant’s floor covering or other improvements
require special treatment, Tenant shall pay the additional cleaning cost
attributable thereto as Additional Rent upon presentation of a statement therefor by
Landlord.



Page 11









 






     (d) Subject to the provisions of Article 13, facilities to provide all
electrical current required by a typical office user, as determined by Landlord, in
its use and occupancy of the Premises.




     (e) All Building Standard fluorescent bulb replacement in the Premises and
fluorescent and incandescent bulb replacement in the Common Areas of the Building.




     (f) Security in the form of limited access to the Building during other than
Normal Business Hours shall be provided in such form as Landlord deems appropriate.
Landlord may charge a fee for card keys or other security devices. Landlord,
however, shall have no liability to Tenant, its employees, agents, invitees or
licensees for losses due to theft or burglary, or for damages resulting from the
actions of unauthorized persons on the Premises or in the Building and Landlord
shall not be required to insure against any such losses. Tenant shall cooperate
fully in Landlord’s efforts to maintain security in the Building and shall follow
all regulations promulgated by Landlord which respect thereto.



     The failure by Landlord to any extent to furnish, or the interruption or termination of these
defined services in whole or part, resulting from causes beyond the reasonable control of Landlord
shall not render Landlord liable in any respect nor be construed as an eviction of Tenant, nor work
an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement
hereof. Should any of the equipment or machinery used in the provision of such services for any
cause cease to function properly, Tenant shall have no claim for offset or abatement or rent or
damages on account of an interruption in service resulting therefrom.



ARTICLE 8

IMPROVEMENTS TO BE MADE BY LANDLORD




     Except as otherwise provided in the Work Letter attached hereto as Exhibit “D,” all
installations and improvements now or hereafter placed on the Premises shall be for Tenant’s
account and at Tenant’s cost (and Tenant shall pay ad valorem taxes and the cost of any increased
insurance premiums thereon or attributable thereto), which cost shall be payable by Tenant to
Landlord upon demand as Additional Rent.



ARTICLE 9

MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD




     Except as otherwise expressly provided herein, Landlord shall not be required to perform any
maintenance or to make any repairs to the Premises.



ARTICLE 10

GRAPHICS




     Landlord shall provide and install, at Tenant’s cost, all letters or numerals on doors in the
Premises; all such letters and numerals shall be in the standard graphics for the Building and no
others shall be used or permitted on the Premises without Landlord’s prior written consent. Tenant
shall have the right to designate one (1) name on the directory board in the lobby of the Building.
Landlord shall have the option to maintain, in place of the directory board in the lobby of the
Building, a computerized directory with display screen which has the capacity to accommodate
Tenant’s name designation.



ARTICLE 11

CARE OF THE PREMISES BY TENANT




     Tenant agrees not to commit or allow any waste to be committed on any portion of the Premises,
and at the termination of this Lease agrees to deliver up the Premises to Landlord in as good
condition as at the Commencement Date of this Lease, ordinary wear and tear excepted.



ARTICLE 12

REPAIRS AND ALTERATIONS BY TENANT




     Tenant covenants and agrees that Tenant shall be responsible, at Tenant’s own cost and
expense, for costs incurred by Landlord to repair or replace any damage done to the Building, or
any part thereof, caused by Tenant or Tenant’s agents, employees, invitees, or visitors, to as good
a condition as it was in prior to such damage. Tenant shall, when and if needed or whenever
requested by Landlord to do so, at Tenant’s sole cost and expense, maintain and make all repairs to
the Premises and the improvements therein, to keep, maintain and preserve the Premises in
first-class condition, excepting ordinary wear and tear. Any such maintenance and repairs shall be
performed by a contractor approved by Landlord. If Tenant fails to make such repairs or
replacements promptly, Landlord may, at its option, make repairs or replacements, and Tenant shall
pay the cost thereof to Landlord on demand as Additional Rent. Tenant



Page 12









 






agrees with Landlord not to make or allow to be made any alterations to the Premises, install any
vending machines on the Premises, or place signs on the Premises which are visible from outside the
Premises, without first obtaining the written consent of Landlord in each such instance, which
consent may be given on such conditions as Landlord may elect. Tenant shall deliver to Landlord,
for Landlord’s approval prior to the construction of any alterations, a complete set of plans and
specifications for the proposed alterations, additions or improvements, copies of contracts with
general contractors, evidence of contractor’s insurance and bonds, and all necessary permits for
such construction. Landlord may require Tenant to provide demolition and/or lien and completion
bonds in form and amount satisfactory to Landlord. All alterations, additions, and improvements
will be accomplished in a good and workmanlike manner, in conformity with all applicable laws, and
by a contractor approved by Landlord. Landlord’s approval of the plans, specifications and working
drawings for Tenant’s alterations shall create no responsibility or liability on the part of
Landlord for their completeness, design, sufficiency, or compliance with all laws, rules and
regulations of governmental agencies or authorities. Upon completion of any such work, Tenant
shall provide Landlord with “as built” plans, copies of all construction contracts, and proof of
payment for all labor and materials. Any and all alterations to the Premises shall become the
property of Landlord upon termination of this Lease (except for movable equipment or furniture
owned by Tenant). Landlord may, nonetheless, require Tenant to remove any and all fixtures,
equipment and other improvements installed on the Premises. In the event that Landlord so elects,
and Tenant fails to remove such improvements, Landlord may remove such improvements at Tenant’s
cost, and Tenant shall pay Landlord on demand the cost of restoring the Premises to the condition
that existed immediately prior to the construction of such improvements.



ARTICLE 13

USE OF ELECTRICAL SERVICES BY TENANT




     Tenant’s use of electrical services furnished by Landlord shall be subject to the following:




     (a) Landlord agrees to furnish to the Premises five (5) watts of electric
current, connected load, per square foot of Usable Area during Normal Business Hours
within the Premises on an annualized basis for normal lighting, normal fractional
horsepower office machines, and HVAC as required in Landlord’s judgment for the use
and occupation of the Premises.




     (b) In the event that Tenant requires or uses more electric power than
specified in Section 13(a) above, Landlord may, at Landlord’s option, require Tenant
to pay the cost as reasonably determined by Landlord of such extraordinary usage as
Additional Rent. In addition, Landlord may install checkmeters in or for the
Premises, at Tenant’s sole cost and expense, and Tenant shall thereafter pay all
charges of the utility company providing electric service and Landlord shall make an
appropriate adjustment to Tenant’s obligation to pay a proportionate share of the
Operating Expenses to account for the fact that Tenant is directly paying such
metered charges.



ARTICLE 14

LAWS AND REGULATIONS




     14.1 General.



     At its sole cost and expense, Tenant will promptly comply with all Laws, statutes, ordinances,
and governmental rules, regulations, or requirements now in force or in force after the
Commencement Date, with the requirements of any board of fire underwriters or other similar body
constituted now or after the date, with any direction or occupancy certificate issued pursuant to
any law by any public officer or officers, as well as with the provisions of all recorded documents
affecting the Premises, insofar as they relate to the condition, use, or occupancy of the Premises.



     14.2 Hazardous Materials.




     (a) For purposes of this Lease, “Hazardous Materials” means any explosives,
radioactive materials, hazardous wastes, or hazardous substances, including without
limitation substances defined as “hazardous substances” in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. ## 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C.
## 1801-1812; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ##
6901-6987; or any other federal, state, or local statute, law, ordinance, code,
rule, regulation, order, or decree regulating, relating to, or imposing liability or
standards of conduct concerning hazardous materials, waste, or substances now or at
any time hereafter in effect (collectively, “Hazardous Materials Laws”).



Page 13









 






     (b) Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the project
by Tenant, its agents, employees, or contractors. Tenant will not permit the
Premises to be used or operated in a manner that may cause the Premises or the
project to be contaminated by any Hazardous Materials in violation of any Hazardous
Materials Laws. Tenant will immediately advise Landlord in writing of (1) any and
all enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed, or threatened pursuant to any Hazardous Materials
Laws relating to any Hazardous Materials affecting the Premises; and (2) all claims
made or threatened by any third party against Tenant, Landlord, or the Premises
relating to damage, contribution, cost recovery, compensation, loss, or injury
resulting from any Hazardous Materials on or about the Premises. Without Landlord’s
prior written consent, Tenant will not take any remedial action or enter into any
agreements or settlements in response to the presence of any Hazardous Materials in,
on, or about the Premises.




     (c) Tenant will be solely responsible for and will defend, indemnify and hold
Landlord, its agents, and employees harmless from and against all claims, costs, and
liabilities, including attorneys’ fees and costs, arising out of or in connection
with Tenant’s breach of its obligations in this Article 14. Tenant will be solely
responsible for and will defend, indemnify, and hold Landlord, its agents, and
employees harmless from and against any and all claims, costs, and liabilities,
including attorneys’ fees and costs, arising out of or in connection with the
removal, cleanup, and restoration work and materials necessary to return the
Premises and any other property of whatever nature located in, on, or about the
Building, to their condition existing prior to the introduction of Hazardous
Materials by Tenant, its agents, employees or contractors. Tenant’s obligations
under this Article 14 will survive the expiration or other termination of this
Lease.



     14.3 Certain Insurance Risks.



     Tenant will not do or permit to be done any act or thing upon the Premises or the Building
which would (i) jeopardize or be in conflict with fire insurance policies covering the Building or
covering any fixtures and property in the Building; (ii) increase the rate of fire insurance
applicable to the Building to an amount higher than it otherwise would be for general office use of
the Building; or (iii) subject Landlord to any liability or responsibility for injury to any person
or persons or to property by reason of any business or operation being carried on upon the
Premises.



ARTICLE 15

BUILDING RULES




     Tenant will comply with the rules of the Building which are attached hereto as Exhibit “E” and
incorporated herein by this reference, as such rules are reasonably adopted and altered by Landlord
from time to time and will cause all of its agents, employees, invitees and visitors to do so; all
changes to such rules will be sent by Landlord to Tenant in writing.



ARTICLE 16

ENTRY BY LANDLORD




     Tenant agrees to permit Landlord or its agents or representatives to enter into and upon any
part of the Premises at all reasonable hours (and in emergencies at all times) to inspect the same,
or to show the Premises to prospective purchasers, Mortgagees, tenants or insurers, to clean or
make repairs, alterations or additions thereto, and Tenant shall not be entitled to any abatement
or reduction of rent by reason thereof.



ARTICLE 17

ASSIGNMENT AND SUBLETTING




     17.1 Tenant shall not assign, sublease, transfer or encumber this Lease or any interest
therein. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of
this Article 17 shall be void.



     17.2 If Tenant requests Landlord’s consent to an assignment of this Lease or subletting of all
or part of the Premises, Landlord shall have the option (without limiting Landlord’s other rights
hereunder) of terminating this Lease upon thirty (30) days notice. Landlord may then, at
Landlord’s option, lease space to the prospective assignee or subtenant. If Landlord should fail
to notify Tenant in writing of its decision within a thirty (30) day period after Landlord is
notified in writing of the proposed assignment or sublease, Landlord shall be deemed to have
refused to consent to such proposed assignment or sublease, and to have elected to keep this Lease
in full force and effect.



Page 14









 





     17.3 All cash or other proceeds of any assignment, sale or sublease of Tenant’s interest in
this Lease, whether consented to by Landlord or not, shall be paid to Landlord notwithstanding the
fact that such proceeds exceed the Rent called for hereunder, unless Landlord agrees to the
contrary in writing, and Tenant hereby assigns all rights it might have or ever acquire in any such
proceeds to Landlord. This covenant and assignment shall run with the land and shall bind Tenant
and Tenant’s heirs, executors, administrators, personal representatives, successors and assigns.
Any assignee, sublessee or purchaser of Tenant’s interest in this Lease (all such assignees,
sublessees and purchasers being hereinafter referred to as “Successors”), by assuming Tenant’s
obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other
than Landlord by such Successor in consideration of any such sale, assignment or subletting, in
violation of the provisions hereof.



     17.4 No assignment, sublease or other transfer consented to by Landlord, shall release Tenant
or change Tenant’s primary liability to pay the rent and to perform all other obligations of Tenant
under this Lease. Upon the occurrence of any default under this Lease, Landlord may proceed
directly against Tenant without the necessity of exhausting any remedies against any subtenant or
assignee. Upon termination of this Lease, any permitted subtenant shall, at Landlord’s option,
attorn to Landlord and shall pay all Rent directly to Landlord. Landlord’s acceptance of Rent from
any other person shall not constitute a waiver of any provision of this Article 17. Consent to one
transfer shall not constitute a consent to any subsequent transfer. Landlord may consent to
subsequent assignments or modifications of this Lease by Tenant’s transferee, without notifying
Tenant or obtaining its consent. Such action shall not relieve Tenant of its liability under this
Lease.



     17.5 No merger shall result from Tenant’s sublease of the Premises under this Article 17,
Tenant’s surrender of this Lease or the termination of this Lease in any other manner. In any such
event, Landlord may terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord thereunder.



ARTICLE 18

LIENS




     Tenant will not permit any mechanic’s lien(s) or other liens to be placed upon the Premises or
the Building and nothing in this Lease shall be deemed or construed in any way as constituting the
consent or request of Landlord, express or implied, by inference or otherwise, to any person for
the performance of any labor or the furnishing of any materials to the Premises, or any part
thereof, nor as giving Tenant any right, power, or authority to contract for or permit the
rendering of any services or the furnishing of any materials that would give rise to any mechanics’
or other liens against the Premises. In the event any such lien is attached to the Premises, then,
in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to,
discharge the same. Any amount paid by Landlord for any of the aforesaid purposes shall be paid by
Tenant to Landlord on demand as Additional Rent.



ARTICLE 19

INSURANCE




     19.1 Property Insurance.



     Landlord shall maintain property coverage insurance on the Building Shell and appurtenant
structures in the Common Areas in such amounts as Landlord and any Mortgagees may deem necessary or
appropriate. Such insurance shall be maintained at the expense of Landlord (as a part of Operating
Expenses), and payments for losses thereunder shall be made solely to Landlord or the Mortgagees as
their respective interests shall appear. Tenant shall obtain and keep in force at all times during
the Lease Term, a policy or policies of insurance covering loss or damage to all of the
improvements, betterments, income and business contents located within the Premises other than the
Building Shell (including all improvements constructed pursuant to Exhibit “D”) in the amount of
the full replacement value thereof as ascertained by the Tenant’s insurance carrier, as the same
may exist from time to time, against all perils normally covered in an “all risk” policy (including
the perils of flood and surface waters), as such term is used in the insurance industry; provided,
however, that Tenant shall have no obligation to insure against earthquake.



     19.2 Liability Insurance.



     Tenant shall, at Tenant’s expense, maintain a policy of Commercial General Liability insurance
insuring Landlord and Tenant against liability arising out of the ownership, use, occupancy or
maintenance of the Premises. Such insurance shall be on an occurrence basis providing single-limit
coverage in an amount not less than Two Million Dollars ($2,000,000) per occurrence. The initial
amount of such insurance shall be subject to periodic increase upon reasonable demand by Landlord
based upon inflation, increased liability awards, recommendation of professional insurance
advisers, and other relevant factors. However, the limits of such insurance shall not limit
Tenant’s liability nor relieve



Page 15









 




Tenant of any obligation hereunder. Landlord shall be named as an additional insured on said
policies and the policies shall contain the following provision: “Such insurance as afforded by
this policy for the benefit of Landlord shall be primary as respects any claims, losses or
liabilities arising out of the use of Premises by the Tenant or by Tenant’s operation and any
insurance carried by Landlord shall be excess and non-contributing.” The policy shall insure
Tenant’s performance of the indemnity provisions of Articles 14 and 20.




     19.3 Requirements for Insurance Policies.



     Insurance required to be maintained by Tenant hereunder shall be in companies holding a
“General Policyholders’ Rating” of A or better and a “financial rating” of 10 or better, as set
forth in the most current issue of “Best’s Insurance Guide.” Tenant shall promptly deliver to
Landlord, within thirty (30) days of the Commencement Date, original certificates evidencing the
existence and amounts of such insurance. No such policy shall be cancelable or subject to
reduction of coverage except after sixty (60) days prior written notice to Landlord. Tenant shall,
within thirty (30) days prior to the expiration, cancellation or reduction of such policies,
furnish Landlord with renewals or “binders” thereof. Tenant shall not do or permit to be done
anything which shall invalidate the insurance policies required under this Lease.



     19.4 Waiver of Subrogation Rights.



     Tenant and Landlord shall obtain from the issuer of the insurance policies referred to in
Section 19.1 a waiver of subrogation provision in said policies and Tenant and Landlord hereby
release, relieve and waive any and all rights of recovery against Landlord or Tenant, or against
the employees, officers, agents and representatives of Landlord or Tenant, for loss or damage
arising out of or incident to the perils insured against under Section 19.1 which perils occur in,
on or about the Premises or the Building, whether due to the negligence of Landlord or Tenant or
their agents, employees, contractors or invitees. The extent of the waiver described in the
immediately preceding sentence is limited to the extent of insurance carried by Landlord and Tenant
pursuant to Section 19.1 of this Lease.



ARTICLE 20

INDEMNITY




     Tenant shall indemnify and hold harmless Landlord and all agents, servants and employees of
Landlord from and against all claims, losses, damages, liabilities, expenses (including reasonable
attorneys’ fees), penalties and charges arising from or in connection with (i) Tenant’s use of the
Premises during the Lease Term, or (ii) the conduct of Tenant’s business, or (iii) any activity,
work or things done, permitted or suffered by Tenant in or about the Premises during the Lease
Term. Tenant shall further indemnify and hold harmless Landlord from and against any and all
claims, loss, damage, liability, expense (including reasonable attorneys’ fees), penalty or charge
arising from any default in the performance of any obligation on Tenant’s part to be performed
under the terms of this Lease, or arising from any negligence of Tenant, or any of Tenant’s agents,
contractors, or employees, and from and against all costs, attorneys’ fees, expenses and
liabilities incurred in the defense of any such claim or any action or proceeding brought thereon.
If any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon
notice from Landlord, shall defend the same at Tenant’s expense by legal counsel reasonably
satisfactory to Landlord. Tenant, as a material part of its consideration to Landlord, hereby
assumes all risk of damage to property or injury to persons in or upon the Premises arising from
any cause and Tenant hereby waives all claims in respect thereof against Landlord. Notwithstanding
the foregoing, Tenant shall not be required to defend, save harmless or indemnify Landlord from any
liability for injury, loss, accident or damage to any person or property resulting from Landlord’s
negligence or willful acts or omissions, or those of Landlord’s officers, agents, contractors or
employees. Tenant’s indemnity is not intended to nor shall it relieve any insurance carrier of its
obligations under policies required to be carried by Tenant pursuant to the provisions of this
Lease to the extent that such policies cover the results of negligent acts or omissions of
Landlord, its officers, agents, contractors or employees, or the failure of Landlord to perform any
of its obligations under this Lease.



ARTICLE 21

PROPERTY DAMAGE




     If the Premises or any part thereof shall be damaged by fire or other peril, Tenant shall give
prompt written notice thereof to Landlord. In case the Building shall be so damaged that
substantial alteration or reconstruction of the Building shall, in Landlord’s sole opinion, be
required (whether or not the Premises shall have been damaged by such peril) or in the event any
Mortgagee shall require that the insurance proceeds payable as a result of a peril be applied to
the payment of the mortgage debt or in the event of any material uninsured loss to the Building,
Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such
termination within ninety (90) days after the date of such casualty. If Landlord does not thus
elect to terminate this Lease, Landlord shall, as Landlord’s sole obligation, commence and proceed
with reasonable diligence to restore the Building Shell to substantially the same



Page 16









 






condition in which it was immediately prior to the occurrence of the peril. When the Building
Shell has been restored by Landlord, Tenant shall complete the restoration of the Premises,
including the reconstruction of all improvements in order to complete the Premises and restore the
Premises to the same condition and build-out as prior to the casualty, including all improvements
constructed pursuant to Exhibit “D.” Any plans and specifications for such restoration and
reconstruction and the contractor retained by Tenant for such restoration and reconstruction shall
be subject to the approval of Landlord. All insurance proceeds payable pursuant to policies
maintained by Tenant pursuant to Section 19.1 shall be applied by Tenant to such reconstruction.
Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business
of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the
provisions of the next sentence, Landlord shall allow Tenant a fair diminution of rent to the
extent the Premises are unfit for occupancy during the period commencing as of the date of the
casualty and continuing for the period of time, as determined by Landlord, required for Tenant and
Landlord to complete the repairs described in this Article 21. If the Premises or any other
portion of the Building is damaged by fire or other peril resulting from the fault or negligence of
Tenant or any of Tenant’s agents, employees, or invitees, the rent hereunder shall not be
diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of
the repair and restoration of the Building caused thereby to the extent such cost and expense are
not covered by insurance proceeds.



ARTICLE 22

CONDEMNATION




     If the whole or substantially the whole of the Building or the Premises shall be taken for any
public or quasi-public use, by right of eminent domain or otherwise or shall be sold in lieu of
condemnation, then this Lease shall terminate as of the date when physical possession of the
Building or the Premises is taken by the condemning authority. If less than the whole or
substantially the whole of the Building or the Premises is thus taken or sold, Landlord (whether or
not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to
Tenant, in which event this Lease shall terminate as of the date when physical possession of such
portion of the Building or Premises is taken by the condemning authority. If the Lease is not so
terminated upon any such taking or sale, the Base Rent payable hereunder shall be diminished by an
equitable amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building
and the Premises to substantially their former condition, but such work shall not exceed the scope
of the work done by Landlord in originally constructing the Building and installing Building
Standard Improvements in the Premises, nor shall Landlord in any event be required to spend for
such work an amount in excess of the amount received by Landlord as compensation for such taking.
All amounts awarded upon a taking of any part or all of the Building or the Premises shall belong
to Landlord, and Tenant shall not be entitled to and expressly waives all claims to any such
compensation.



ARTICLE 23

DAMAGES FROM CERTAIN CAUSES




     Landlord shall not be liable to Tenant for any loss or damage to any property or person
occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war,
court order, requisition, or order of governmental body or authority or by any other cause beyond
the control of Landlord. In addition, Landlord shall not be liable for any damage or inconvenience
which may arise through repair or alteration of any part of the Building or Premises.



ARTICLE 24

EVENTS OF DEFAULT




     The following events shall be deemed to be events of default (“Events of Default”) by Tenant
under this Lease:




     (a) If Tenant abandons the Premises or if Tenant vacates the Premises for
thirty (30) consecutive days;




     (b) If Tenant fails to pay Rent or any other charge required to be paid by
Tenant, as and when due;




     (c) If Tenant fails to perform any of Tenant’s non-monetary obligations under
this Lease for a period of ten (10) days after written notice from Landlord;
provided that if more than ten (10) days are required to complete such performance,
Tenant shall not be in default if Tenant commences such performance within such ten
(10) day period and thereafter diligently pursues its completion;




     (d) If (i) Tenant makes a general assignment or general arrangement for the
benefit of creditors; (ii) a petition for adjudication of bankruptcy or for
reorganization or rearrangement is filed by or against Tenant and is not dismissed
within thirty (30) days;



Page 17









 






(iii) a trustee or receiver is appointed to take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease and
possession is not restored to Tenant within thirty (30) days; or (iv) substantially
all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease
is subjected to attachment, execution or other judicial seizure which is not
discharged within thirty (30) days. If a court of competent jurisdiction determines
that any of the acts described in this subsection (d) is not a default under this
Lease, and a trustee is appointed to take possession (or if Tenant remains a debtor
in possession) and such trustee or Tenant transfers Tenant’s interest hereunder,
then Landlord shall receive, as Additional Rent, the difference between the rent (or
any other consideration) paid in connection with such assignment or sublease and the
rent payable by Tenant hereunder; or




     (e) If any representation or warranty made by Tenant or by a subtenant or
assignee in connection with this Lease shall have been false or misleading as of the
date such representation or warranty was made.



ARTICLE 25

LANDLORD’S REMEDIES




     Upon the occurrence of any Event of Default by Tenant, Landlord may, at any time thereafter,
with or without notice or demand and without limiting Landlord in the exercise of any right or
remedy which Landlord may have:




     (a) Terminate Tenant’s right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Tenant shall immediately surrender
possession of the Premises to Landlord. In such event, Landlord shall be entitled
to recover from Tenant all damages incurred by Landlord by reason of Tenant’s
default, including without limitation (i) the worth at the time of the award of the
unpaid Base Rent, Additional Rent and other charges which had been earned at the
time of the termination; (ii) the worth at the time of the award of the amount by
which the unpaid Base Rent, Additional Rent and other charges which would have been
earned after termination until the time of the award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided; (iii) the worth
at the time of the award of the amount by which the unpaid Base Rent, Additional
Rent and other charges which would have been paid for the balance of the Lease term
after the time of award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided; and (iv) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant’s failure to
perform its obligations under the Lease or which in the ordinary course of things
would be likely to result therefrom, including, but not limited to, any costs or
expenses incurred by Landlord in maintaining or preserving the Premises after such
default, the cost of recovering possession of the Premises, expenses of reletting,
including necessary renovation or alteration of the Premises, Landlord’s reasonable
attorneys’ fees incurred in connection therewith, and any real estate commission
paid or payable. As used in subparts (i) and (ii) above, the “worth at the time of
the award” is computed by allowing interest on unpaid amounts at the rate of
eighteen percent (18%) per annum, or such lesser amount as may then be the maximum
lawful rate, accruing the date such payments are due until paid. As used in subpart
(iii) above, the “worth at the time of the award” is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the time
of the award, plus one percent (1%);




     (b) Maintain Tenant’s right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the Premises. In such
event, Landlord shall be entitled to enforce all of Landlord’s rights and remedies
under this Lease, including the right to recover Rent as it becomes due hereunder.
Landlord’s election to maintain Tenant’s right to possession shall not prejudice
Landlord’s right, at any time thereafter to terminate Tenant’s right to possession
and proceed in accordance with Section 25(a) above; or




     (c) Pursue any other remedy now or hereafter available to Landlord under Laws
or judicial decisions of the State of Nevada.



     Landlord’s exercise of any right or remedy shall not prevent it from exercising any other
right or remedy.



Page 18









 





ARTICLE 26

LANDLORD’S DEFAULT




     Landlord shall be in default hereunder in the event Landlord has not begun and pursued with
reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within
thirty (30) days of receipt by Landlord of written notice from Tenant of the alleged failure to
perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of
Landlord’s default as to any covenant or agreement contained in this Lease or as a result of the
breach of any promise or inducement hereof, whether in the Lease or elsewhere. Tenant hereby
waives such remedies of termination and recession and hereby agrees that Tenant’s remedies for
default hereunder and for breach of any promise or inducement shall be limited to a suit for
damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any
such remedies, it will give any Mortgagee notice and a reasonable time to cure any default by
Landlord.



ARTICLE 27

PEACEFUL ENJOYMENT




     Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other
terms hereof, provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant
and performs all of Tenant’s covenants and agreements herein contained. This covenant and any and
all other covenants of Landlord shall be binding upon Landlord and its successors only with respect
to breaches occurring during its or their respective periods of ownership of Landlord’s interest
hereunder. Landlord shall be entitled to cause Tenant to relocate from the Premises to other space
(a “Relocation Space”) within the Building at any time after reasonable written notice of
Landlord’s election (not in excess of ninety (90) days) is given to Tenant. Any such relocation
shall be entirely at the expense of Landlord or the third party tenant replacing Tenant in the
Premises. Such a relocation shall not terminate or otherwise affect or modify this Lease except
that from and after the date of such relocation, “Premises” shall refer to the Relocation Space
into which Tenant has been moved, rather than the original Premises as herein defined.



ARTICLE 28

HOLDING OVER




     In the event of holding over by Tenant after the expiration or other termination of this Lease
or in the event Tenant continues to occupy the Premises after the termination of Tenant’s right of
possession pursuant to Article 25 above, Tenant shall, throughout the entire holdover period, pay
rent equal to twice the Base Rent and Additional Rent which would have been applicable had the term
of this Lease continued through the period of such holding over by Tenant. If Tenant remains in
possession of all or any part of the Premises after the expiration of the Lease Term, with the
express written consent of Landlord: (a) such tenancy will be deemed to be a periodic tenancy from
month-to-month only; (b) such tenancy will not constitute a renewal or extension of this Lease for
any further term; and (c) such tenancy may be terminated by Landlord upon the earlier of thirty
(30) days prior written notice or the earliest date permitted by law. Such month-to-month tenancy
will be subject to every other term, condition, and covenant contained in this Lease including the
Base Rent and Additional Rent provisions. Nothing contained in this Article 28 shall be construed
as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises to Landlord upon the
expiration or earlier termination of this Lease. If Tenant fails to surrender the Premises upon
the expiration or earlier termination of this Lease despite demand to do so by Landlord, Tenant
shall indemnify and hold Landlord harmless from all loss or liability, including, without
limitation, any claim made by any succeeding tenant founded on or resulting from such failure to
surrender.



ARTICLE 29

SUBORDINATION TO MORTGAGE




     Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien
presently existing or hereafter arising upon the Premises, upon the Building as a whole, and to any
renewals, refinancing and extensions thereof, but Tenant agrees that any such Mortgagee shall have
the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on
such terms and subject to such conditions as such Mortgagee may deem appropriate in its discretion.
Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to
any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or
the Building as a whole, and Tenant agrees upon demand to execute such further instruments
subordinating this Lease or attorning to the holder of any such liens as Landlord may request. In
the event that any mortgage or deed of trust is foreclosed or conveyance in lieu of foreclosure is
made for any reason, Tenant shall, if requested by the Mortgagee, attorn to and become the Tenant
of the successor-in-interest to Landlord and in such event Tenant hereby waives its right under any
current or future law which gives or purports to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant hereunder. If in connection with
obtaining construction, interim or permanent financing for the Building, the lender shall request
modifications to this Lease as a condition to such financing, Tenant will not withhold or delay its
consent thereto, provided that such modifications do not increase the obligations of Tenant
hereunder and



Page 19









 






do not otherwise materially adversely affect Tenant’s rights hereunder. In the event that Tenant
should fail to execute any instrument described in this Article 29 promptly as requested, Tenant
hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant’s name, place and stead, it being agreed that such power is one coupled with an interest.
Tenant agrees that it will from time to time within ten (10) business days following a request by
Landlord execute and deliver to such persons as Landlord shall request a statement in recordable
form certifying that this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as so modified), stating the dates to
which rent and other charges payable under the Lease have been paid, stating that Landlord is not
in default hereunder (or if Tenant alleges a default stating the nature of such alleged default)
and further stating such other matters as Landlord shall reasonably require. Tenant acknowledges
that any such statement may be relied upon by any Mortgagee, prospective Mortgagee, purchaser or
prospective purchaser of the Building or any interest therein.



ARTICLE 30

LANDLORD’S LIEN




     Tenant hereby grants to Landlord a lien and security interest on all property of Tenant now or
hereafter placed in or upon the Premises, and such property shall be and remain subject to such
lien and security interest of Landlord for payment of all rent and other sums agreed to be paid by
Tenant herein. The provisions of this paragraph relating to such lien and security interest shall
constitute a security agreement under and subject to the Nevada Uniform Commercial Code so that
Landlord shall have and may enforce a security interest on all property of Tenant now or hereafter
placed in or on the Premises, in addition to and cumulative of the Landlord’s liens and rights
provided by law or by the other terms and provisions of this Lease. Tenant agrees to execute as
debtor such financing statement or statements as Landlord now or hereafter may request. Landlord
may at its election at any time file a copy of this Lease as a financing statement.
Notwithstanding the above, Landlord shall neither sell nor withhold from Tenant, Tenant’s business
records.



ARTICLE 31

ATTORNEYS’ FEES




     If either party commences litigation or arbitration against the other for the specific
performance of any provision of this Lease, for damages for the breach hereof or otherwise for
enforcement of any remedy hereunder, the prevailing party shall be entitled to recover from the
other party such costs and reasonable attorney fees as may have been incurred.



ARTICLE 32

NO IMPLIED WAIVER




     The failure of Landlord to insist at any time upon the strict performance of any covenant or
agreement herein, or to exercise any option, right, power or remedy contained in this Lease, shall
not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly installment of Rent due under this Lease
shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any
endorsement or statement on any check or any letter accompanying any check or payment as Rent be
deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease
provided.



ARTICLE 33

PERSONAL LIABILITY




     The liability of Landlord to Tenant for any default by Landlord under the terms of
this Lease shall be limited to the lesser of (i) the interest of Landlord in the Building, or (ii)
the interest Landlord would have in said Building if the same were encumbered by third party debt
in an amount equal to eighty percent (80%) of the value of said Building (as such value is
determined by Landlord) and Tenant agrees to look solely to such amount for recovery of any
judgment from Landlord, it being intended that Landlord shall not be personally liable for any
judgment or deficiency.



ARTICLE 34

SECURITY DEPOSIT/LETTER OF CREDIT




     As a condition of this Lease, in lieu of a third-party guaranty, Tenant shall, with delivery
of the Lease executed by Tenant, deliver to Landlord an unconditional and irrevocable letter of
credit, in a form approved by Landlord, from a commercial banking institution which is a member of
FDIC with assets of more than $250,000,000.00, approved by Landlord, in the amount of $100,000.00
(“Letter of Credit”) to be held by Landlord as security for the performance by Tenant of all the
covenants and obligations of Tenant set forth in this Lease. Tenant shall submit its proposed form
of Letter of Credit



Page 20









 






prior to execution of the Lease for Landlord’s review and approval. Tenant acknowledges and
agrees that it shall keep the Letter of Credit in full force and effect throughout the Term of this
Lease (and any extension or renewal thereof) and for thirty (30) days following the end thereof.
In the event the term of the Letter of Credit must be renewed annually, then not less than thirty
(30) days prior to any expiration date of the Letter of Credit (“Renewal Deadline”), Tenant shall
provide Landlord with a replacement Letter of Credit or extension amendment.



     Said Letter of Credit shall contain terms whereby it can be drawn on by Landlord at sight on
any date during its term on which issuer shall receive from Landlord a certification signed by
Landlord stating that an Event of Default has occurred by Tenant under this Lease or that Tenant
has failed to provide a replacement Letter of Credit, as required under the Lease. Tenant
acknowledges that the Landlord is the beneficiary of the Letter of Credit and the proceeds thereof
are not the property of the Tenant. Landlord shall have the right, but not the obligation, to
apply the proceeds against any or all amounts then due and owing by Tenant hereunder and/or against
sums expended by Landlord, including attorneys fees. Such actions by Landlord do not negate
Tenant’s obligations to pay Rental thereafter. Any balance left of the sum received from drawing
on the Letter of Credit, after the curing of defaults and/or the payment of amounts due by Tenant,
shall be held by Landlord, as beneficiary, until the earlier of the replacement of the Letter of
Credit, as required below, or thirty (30) days following the end of the Term of this Lease (and any
extension or renewal thereof).



     The original Letter of Credit or any portion of the proceeds which are not utilized by
Landlord for any purpose permitted under this Lease shall be returned to the issuing banking
institution within thirty (30) days after the end of the Term provided Tenant has performed all of
the remaining obligations imposed upon Tenant pursuant to this Lease.



     In the event Landlord shall draw on any Letter of Credit provided by Tenant, Tenant shall
replace same no later than thirty (30) days after the date of such drawing and, if same is not
replaced, such failure shall constitute an additional Event of Default under the terms of this
Lease and Landlord shall have the benefit of all remedies permitted pursuant to the terms of this
Lease and the laws of the State where the Premises are located.



ARTICLE 35

NOTICE




     Any notice in this Lease provided for must, unless otherwise expressly provided herein, be in
writing, and may, unless otherwise in this Lease expressly provided, be given or be served by
depositing the same in the United States mail, postage paid and certified and addressed to the
party to be notified, with return receipt requested, or by delivering the same in person to an
officer of such party, or by prepaid telegram, when appropriate, addressed to the party to be
notified at the address stated in this Lease or such other address, notice of which has been given
to the other party. Notice deposited in the mail in the manner hereinabove described shall be
effective from and after the expiration of three (3) calendar days after it is so deposited.



ARTICLE 36

SEVERABILITY




     If any term or provision of this Lease, or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than those as to which it
is held invalid or unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and enforced to the fullest extent permitted by law notwithstanding the
invalidity of any other term or provision hereof.



ARTICLE 37

RECORDATION




     Tenant agrees not to record this Lease or any memorandum hereof.



ARTICLE 38

GOVERNING LAW




     This Lease and the rights and obligations of the parties hereto shall be interpreted,
construed, and enforced in accordance with the laws of the State of Nevada.



Page 21









 





ARTICLE 39

FORCE MAJEURE




     Whenever a period of time is herein prescribed for the taking of any action by Landlord,
Landlord shall not be liable or responsible for, and there shall be excluded from the computation
of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or
materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever
beyond the control of Landlord.



ARTICLE 40

TIME OF PERFORMANCE




     Except as expressly otherwise herein provided, with respect to all required acts of Tenant,
time is of the essence of this Lease.



ARTICLE 41

TRANSFERS BY LANDLORD




     Landlord shall have the right to transfer and assign, in whole or in part, all its
rights and obligations hereunder and in the Building and property referred to herein, and in such
event and upon such transfer Landlord shall be released from any further obligations hereunder, and
Tenant agrees to look solely to such successor in interest of Landlord for the performance of such
obligations.



ARTICLE 42

COMMISSIONS




     Except for a commission to be paid by Landlord to CB Richard Ellis (“Broker”) in accordance
with a separate commission agreement to be entered into by Landlord and Broker, Landlord and Tenant
hereby indemnify and hold each other harmless against any loss, claim, expense or liability with
respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of
this Lease due to any action of the indemnifying party.



ARTICLE 43

EFFECT OF DELIVERY OF THIS LEASE




     Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only, and the
delivery hereof does not constitute an offer to Tenant or option. This Lease shall not be
effective until a copy executed by both Landlord and Tenant is delivered to and accepted by
Landlord.



ARTICLE 44

CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY




     If Tenant is a corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he or she has full authority to do so and that this Lease binds the corporation.
Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certified
copy of a resolution of Tenant’s Board of Directors authorizing the execution of this Lease or
other evidence of such authority reasonably acceptable to Landlord. If Tenant is a partnership,
each person signing this Lease for Tenant represents and warrants that he or she is a general
partner of the partnership, that he or she has full authority to sign for the partnership and that
this Lease binds the partnership and all general partners of the partnership. Tenant shall give
written notice to Landlord of any general partner’s withdrawal or addition. Within thirty (30)
days after this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’s recorded
statement of partnership or certificate of limited partnership.



ARTICLE 45

JOINT AND SEVERAL LIABILITY




     All parties signing this Lease as Tenant shall be jointly and severally liable for
all obligations of Tenant.



ARTICLE 46

INTERPRETATION




     The captions of the Articles of this Lease, and each specific Section within the respective
Articles, are to assist the parties in reading this Lease and are not a part of the terms or
provisions of this Lease. Whenever required by the context of this Lease, the singular shall
include the plural and the plural shall include the singular. The masculine, feminine and neuter
genders shall each include the other. In any provision relating to the conduct, acts or omissions
of Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees,
successors or others using the Premises with Tenant’s expressed or implied permission.





Page 22









 






ARTICLE 47

INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS



     This Lease is the only agreement between the parties pertaining to the lease of the Premises
and no other agreements are effective. All amendments to this Lease shall be in writing and signed
by all parties. Any other attempted amendment shall be void.



ARTICLE 48

WAIVER OF JURY TRIAL




     Landlord and Tenant by this Article 48 waive trial by jury in any action, proceeding, or
counterclaim brought by either of the parties to this Lease against the other on any matters
whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant’s use or occupancy of the Premises, or any other claims (except claims for personal
injury or property damage), and any emergency statutory or any other statutory remedy.



ARTICLE 49

NO MERGER




     The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by
mutual agreement of Tenant and Landlord or the termination of this Lease on account of Tenant’s
default will not work a merger, and will, at Landlord’s option, (a) terminate all or any subleases
and subtenancies or (b) operate as an assignment to Landlord of all or any subleases or
subtenancies. Landlord’s option under this Article 49 will be exercised by written notice to
Tenant and all known sublessees or subtenants in the Premises or any part of the Premises.



ARTICLE 50

COUNTERPARTS




     This Lease may be executed in counterparts, and, when all counterpart documents are executed,
the counterparts shall constitute a single binding instrument.



ARTICLE 51

EXHIBITS




     All Exhibits as listed on the “List of Exhibits” and as attached hereto are incorporated
herein and made a part of this Lease for all purposes.



     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease (which may be in multiple
original counterparts) as of the day and year first above written.





Address:




10000 West Charleston Boulevard, Suite 200

Las Vegas, Nevada 89135

Attention: Property Management







LANDLORD:




	 	 	 
	HOWARD HUGHES PROPERTIES,
	LIMITED PARTNERSHIP,
	a Delaware limited partnership
	 
	 	 
	By its sole general partner:
	THE HOWARD HUGHES CORPORATION,
	a Delaware corporation
	 
	 	 
	By:

	 	/s/ Kevin T. Orrock
	 

	 	 
	 
	 	 
	Print Name:

	 	Kevin T. Orrock
	 

	 	 
	 
	 	 
	Print Title:

	 	Top Division Executive
	 

	 	 












Address:




6830 Spencer Street

Las Vegas, Nevada 89119

Attention: Arnaldo Galassi

agalassi@vendingdata.com







	 	 	 
	TENANT:
	 
	 	 
	VENDING DATA CORPORATION,
	a Nevada corporation
	 
	 	 
	By:

	 	/s/ Arnaldo F. Galassi
	 

	 	 
	 
	 	 
	Print Name:

	 	Arnaldo F. Galassi
	 

	 	 
	 
	 	 
	Print Title:

	 	VP & CFO
	 

	 	 











Page 23










 





LEGAL DESCRIPTION FOR BUILDING — EXHIBIT A




EXHIBIT “A”




CANYONS CENTER




LEGAL DESCRIPTION FOR BUILDING



THAT PORTION OF SECTION 30, TOWNSHIP 20 SOUTH, RANGE 60 EAST, M.D.M., CITY OF LAS VEGAS, CLARK
COUNTY, NEVADA.



A PORTION OF LOT 3, OF A SUMMERLIN VILLAGE 3, UNIT 1A — A PLANNED COMMUNITY, AS SHOWN BY A MAP
THEREOF ON FILE IN BOOK 71, PAGE 10 OF PLATS IN THE CLARK COUNTY RECORDER’S OFFICE, CLARK COUNTY,
NEVADA.



CONTAINING APPROXIMATELY 6.80 ACRES.



Landlord, from time to time, shall have the right to amend this legal description to accurately
reflect the legal parcel if and when it becomes necessary to adjust the legal description to
accommodate the development of other adjacent buildings.





Page 24









 







FLOOR PLAN OF PREMISES — EXHIBIT B




EXHIBIT “B”




CANYONS CENTER




FLOOR PLAN OF PREMISES










Page 25









 







PARKING AGREEMENT — EXHIBIT C




EXHIBIT “C”




CANYONS CENTER




PARKING AGREEMENT




     This Parking Agreement is incorporated by reference into that certain Lease Agreement dated as
of ___, 2006 between VENDING DATA CORPORATION as Tenant and HOWARD HUGHES
PROPERTIES, LIMITED PARTNERSHIP as Landlord (the “Lease”).



     1. Parking Facilities. The parking facilities appurtenant to the Building include
asphalt surface parking with some covered spaces (“Parking Area”). Tenant shall be entitled to use
six (6) vehicle parking spaces within the covered portions of the Parking Area and fifteen (15)
vehicle parking spaces within the uncovered portions of the Parking Area for the monthly parking of
Tenant’s employees. Tenant’s use of the Parking Area shall be based upon a non-exclusive use in
common with Landlord, other tenants of the Building, and their guests and invitees. Tenant shall
not use more parking spaces than said number, or any spaces (a) which have been specifically
assigned by Landlord to other tenants or for such other uses as visitor parking or (b) which have
been designated by governmental entities of competent jurisdiction as being restricted to certain
uses. Landlord reserves the right to erect such security and access and egress control devices as
it may reasonably deem to be appropriate (including, without limitation card controlled gates) and
Tenant agrees to cooperate fully with Landlord in such matters. Tenant shall not permit or allow
any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers,
customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by
Landlord for such activities. If Tenant permits or allows any of such prohibited activities, then
Landlord shall have the right, without notice, in addition to such other rights and remedies that
it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost
shall be immediately payable upon demand by Landlord.



     2. Parking Fee. Tenant shall pay, throughout the entire Term, an amount equal to the
number of parking spaces Tenant is entitled to use times the applicable fees (the “Parking Fees”)
which Landlord is charging for use of the parking facilities. Currently, Landlord is charging
Forty and 00/100 Dollars ($40.00) per space per month for covered parking and Zero Dollars ($0.00)
per space per month for uncovered parking. Landlord shall have the right from time to time to
increase the Parking Fees being charged Tenant upon thirty (30) days prior written notice, which
Parking Fees shall in no event exceed the rates then being charged for parking in comparable
parking areas having a comparable method of operation. Tenant agrees and acknowledges that Tenant
shall be obligated to pay such rates regardless of whether or not Tenant actually uses or needs the
parking spaces which Tenant is entitled to use. Such Parking Fees shall be payable monthly
commencing with the first installment of Base Rent due under the Lease. If the Commencement Date
is other than the first day of a calendar month, the first installment of the Parking Fees shall be
prorated on the basis of a thirty (30) day calendar month.



     3. Definitions. All capitalized terms contained in this Parking Agreement that are
not defined herein shall have the same definition as set forth in the Lease.




Page 26









 







WORK LETTER — EXHIBIT D




EXHIBIT “D”




CANYONS CENTER




WORK LETTER




     This Work Letter supplements the Lease Agreement (the “Lease”) dated concurrently
herewith, by and between HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited
partnership, as Landlord, and VENDING DATA CORPORATION, a Nevada corporation, as Tenant, covering
the Premises. All terms not defined herein shall have the same meaning as set forth in the Lease.



1. Construction of Building.




     1.1 Base Building Improvements.



     Landlord has constructed, or shall construct, through its contractor, at Landlord’s sole cost,
a building shell, including the following (“Base Building Improvements”):




	 	(a)	 	outside walls (not including drywall), core walls which are unfinished on
tenant’s side, elevator lobby and corridor which connect exit stairwells on
multi-tenant floors (but not an elevator lobby or corridor on floors with a single
tenant);
	 
	 	(b)	 	unfinished concrete floors throughout the Premises, broom clean;
	 
	 	(c)	 	building standard 110-volt service power and 277-volt and/or 110-volt
florescent lighting power at the core;
	 
	 	(d)	 	men’s and women’s restroom facilities with building-standard finishes located
on each floor on which the Premises are located;
	 
	 	(e)	 	building standard fire alarms and smoke detectors in public areas in accordance
with applicable building code on an unoccupied basis and provided only at the core of
the Building;
	 
	 	(f)	 	plumbing systems stubbed at the core of the Building;
	 
	 	(g)	 	primary fire and life safety in a general pattern sprinkler loop throughout the
Premises ready for expansion and adjustment when the ceiling for the Premises is
installed; and
	 
	 	(h)	 	primary heating ventilating and air conditioners loop (but not including branch
distribution controls and mixing boxes).





     1.2 Tenant Improvements Descriptions.



     Without limiting the generality of the foregoing description of Base Building Improvements,
tenant improvements (“Tenant Improvements”) shall include the following items:




	 	(a)	 	ceiling and lighting in the Premises;
	 
	 	(b)	 	floor finishes in the Premises;
	 
	 	(c)	 	interior finishes of any kind within the Premises;
	 
	 	(d)	 	interior partitions, demising walls, doors and hardware within the Premises;
	 
	 	(e)	 	terminal boxes and reheat coils or other heating, ventilating and air
conditioning or air distribution devices, including distribution duct work and controls
or supplemental systems;
	 
	 	(f)	 	distribution of electrical services, plumbing services and sprinklers from the
core (except primary sprinkler loop as specified in base building description);
	 
	 	(g)	 	fire and life safety systems throughout the Premises, including without
limitation exit signs, horn/strobe or intercoms and extinguishers (except as provided
in Base Building Improvements);
	 
	 	(h)	 	window coverings;
	 
	 	(i)	 	architectural and engineering preparation of plans and specifications for the
Tenant Improvements to conform to building standards;
	 
	 	(j)	 	permits and fees to local jurisdictions; and
	 
	 	(k)	 	construction costs related to obtaining final approval of government agencies
in order to obtain the Certificate of Occupancy.





2. Plans and Specifications for Tenant Improvements




     2.1 Landlord shall retain a licensed architect (“Architect”) to prepare the plans and
specifications for the Tenant Improvements; provided, however, Tenant shall directly work with the
Architect to prepare the preliminary plans and final plans. Notwithstanding the foregoing, Tenant
may retain its own licensed architect to design and prepare the preliminary plans and final plans;
provided, however, such plans and specifications shall be submitted to Landlord’s Architect for
review and to



Page 27









 





WORK LETTER — EXHIBIT D



Landlord for approval. All such plans and specifications shall be submitted to Landlord in
accordance with the schedule set forth in Section 6 below.




     2.2 Tenant shall cause the Architect to furnish to Landlord for Landlord’s approval space
plans sufficient to convey the architectural design of the Premises, including, without limitation,
the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor
loads and other special requirements, together with reflective ceiling plans (“Tenant’s
Preliminary Space Plans”). If Landlord shall disapprove of any portion of Tenant’s Preliminary
Space Plans, Landlord shall advise Tenant of such revisions, and reasons therefor, as are
reasonably required by Landlord for the purpose of obtaining approval. Tenant shall then submit to
Landlord, for Landlord’s approval, a redesign of Tenant’s Preliminary Space Plans, incorporating
the revisions required by Landlord and such modifications thereof as are suggested by Tenant, said
modifications to be subsequently approved by Landlord prior to Tenant’s submission of Final Plans
(as hereinafter defined).



     2.3 Tenant shall
cause the Architect to prepare from Tenant’s Preliminary Space Plans
(approved by Landlord in accordance with Section 2.2 above) complete architectural plans, drawings
and specifications and, utilizing Landlord’s mechanical, electrical and structural engineers,
complete engineered and cross coordinated mechanical, electrical and structural working drawings
for (i) all of the Premises, showing the subdivision, layout, finish and decoration work (including
carpeting and other floor coverings) desired by Tenant therefor, and (ii) any internal or external
communications or special utility facilities which will require conduiting or other improvements
within common areas, all in such form and in such detail as may be reasonably required by Landlord.
Such complete plans, drawings and specifications are referred to herein as the “Final
Plans”. Tenant’s Final Plans shall (i) be compatible with the Base Building Improvements,
(ii) comply with all applicable laws and ordinances, and the rules and regulations of all governmental
authorities having jurisdiction, and (iii) comply with Landlord’s insurance company requirements.
Tenant shall submit the Final Plans for the approval of Landlord in the same manner as provided in
Section 2.2 above for approval by Landlord of Tenant’s Preliminary Space Plans.



     2.4 Tenant acknowledges that, unless specifically shown as Landlord’s responsibility on the
Final Plans, the Tenant Improvements shall not include, nor shall Landlord be responsible for the
design, construction or installation of, various nonstructural items which Tenant may find
desirable for the Premises including, without limitation, furniture, trade fixtures, office
equipment, telephone, telecommunications and data equipment and systems, plantscaping, artwork or
cabling required in connection with any of these items. Notwithstanding the fact that Landlord’s
architects and engineers shall have the right to review Tenant’s Preliminary Space Plans and
Tenant’s Final Plans, Tenant shall be solely responsible for the design and function of such plans,
including, without limitation, their integration with all of the Building’s systems. A list of
standard improvements for space within the Building (“Building Standards”) is available to
Tenant upon request. All Tenant Improvements shall be of equal or greater quality than the
Building Standards; provided that Tenant shall be required to utilize Building Standard window
blinds, ceiling systems and light fixtures.



     2.5 Landlord shall cooperate with Tenant in obtaining approval of the Final Plans by all
governmental agencies having jurisdiction.



     2.6 Tenant shall cause the Architect to provide documentation for all changes to the Final
Plans at the time each change is authorized for construction.



3. Allowance for Work and Work Costs.




     3.1 Tenant
shall receive from Landlord the Allowance as specified in the Lease, which
Allowance shall be used solely for “Work Costs” (as that term is defined in Section 3.2 below).
All Tenant Improvements, whether or not the cost thereof is covered by the Allowance, shall become
the property of Landlord upon expiration or earlier termination of the Lease and shall remain on
the Premises at all times during the Lease Term. Tenant shall be entitled to no other payment or
rent reduction for any part of the Allowance not utilized by Tenant. The Allowance must be
utilized by Tenant within one (1) year of the Commencement Date. If the Allowance or any portion
thereof is not utilized within such time period Tenant shall forfeit its right to receive the
unpaid portion of the Allowance whether or not the Tenant Improvements have been completed, and
Landlord shall have no obligation to make payment thereof.



     In
the event Landlord has made payment of the Allowance to Tenant and this Lease subsequently
terminates prior to the end of the Term due to an Event of Default by Tenant or this Lease is
assigned, conveyed or transferred to another entity or to the surviving corporation in connection
with a merger, consolidation or acquisition of Tenant (other than Tenant’s parent, subsidiary or
affiliate), Tenant shall be required to repay Landlord, upon demand, a portion of the Allowance
received (whether by cash or credit) determined by multiplying the total amount of the Allowance
received (whether by cash or credit) by a



Page 28









 





WORK LETTER — EXHIBIT D



fraction, the numerator of which shall be the number of months remaining of the Lease Term,
and the denominator of which shall be the full Lease Term.




     3.2 As used herein, “Work Costs” mean (i) all fees and expenses incurred by Landlord and
Tenant in connection with the design and construction of the Tenant Improvements, including,
without limitation, architectural and engineering fees for the review of Tenant’s Preliminary Space
Plans and Final Plans (ii) the actual contractor costs and charges for material and labor,
contractor’s profit, overhead and general conditions incurred by Landlord in having the Tenant
Improvements constructed in accordance with the Final Plans, (iii) governmental agency plan check,
permit and other fees and sales and use taxes, (iv) testing and inspection costs, (v) any paint
touch-up or repair work necessary due to Tenant’s move into the Premises, (vi) all other costs
expended or to be expended by Landlord in the construction of the Tenant Improvements including a
charge for VAV boxes on the floors upon which the Premises is located, mini-blinds within the
Premises, fluorescent light fixtures, air balancing, and other pre-stocked materials, and (vii) a
fee to be paid to Landlord equal to ten percent (10%) of all Work Costs for administration by
Landlord of construction of the Tenant Improvements.



     3.3 As promptly as practicable following Landlord’s approval of the Final Plans, Landlord
shall submit to Tenant a written estimate of Work Costs of all Tenant Improvements. Thereupon,
Tenant shall either approve the estimate or disapprove specific items and submit to Landlord
revisions of Final Plans to reflect the deletion of and/or substitution for such disapproved items.
Any such deletions and/or substitutions to the Final Plans will be processed in accordance with
Section 3.8 below. Upon Tenant’s final written approval of said estimate, such approved estimate
to be referred to herein as the “Work Costs Estimate”, Landlord shall have the right to purchase
materials as set forth on the Final Plans and to commence the construction of the items included in
said Work Costs Estimate pursuant to Section 4 hereof.



     3.4 The parties acknowledge that Landlord has “pre-stocked” certain Building Standards
improvement items for use in the Building, which items must be used by Tenant for construction of
the Tenant Improvements.



     3.5 If the Final Plans or any amendment thereof or supplement thereto shall require changes in
the Base Building Improvements, the increased cost of the Base Building Improvements caused by such
changes shall be charged as Work Costs. The cost thereof shall include all direct architectural
and/or engineering fees and expenses in connection therewith.



     3.6 Landlord’s written estimate of Work Costs shall include a reasonable contingency to allow
for changes in the Tenant Improvements and/or other unforeseen costs and expenses arising after
Tenant’s approval thereof.



     3.7 In the event that the Work Costs Estimate exceeds the Allowance, Tenant shall pay one
hundred percent (100%) of such excess (“Over Allowance”) to Landlord within ten (10) days after
Tenant’s approval of the Work Costs Estimate; provided, however, Landlord shall not be required to
commence construction of the Tenant Improvements until Landlord receives the Over-Allowance.



     3.8 Any changes to the approved Final Plans (“Changes”) which are requested by Tenant or
required by any governmental agency shall be forwarded to Landlord for approval and costing. If
Landlord approves of the Changes, Tenant shall be given a written cost estimate for the completion
of said Changes which must be approved by Tenant prior to construction of the Changes. Landlord
shall pay the cost of the Changes to the extent of any remaining Allowance and to the extent the
revised contract amount exceeds the Allowance, Tenant shall pay the cost of the Changes as an
Over-Allowance within ten (10) days pursuant to Section 3.7 above. Any delay in the construction
of Tenant Improvements as a result of Changes shall be a Tenant Delay (as defined in Section 7
below).



4. Construction.




     4.1 Following Tenant’s approval of Landlord’s Work Costs Estimate, Tenant’s payment of initial
amounts payable under Section 3.7 above and receipt by Landlord of all relevant governmental agency
approvals and permits, and at such time when, in Landlord’s sole discretion, the Building has
reached the stage of construction where it is appropriate to commence construction of Tenant
Improvements, Landlord shall cause its general contractor (“General Contractor”) to commence the
construction of the Tenant Improvements. The bid process, if any, for the General Contractor
shall be mutually agreed upon by Landlord’s construction representative and Tenant’s construction
representative. Landlord and/or such General Contractor shall have the right to cause all or any
portion of such work to be performed by one or more subcontractors. Landlord shall furnish Tenant
with a schedule setting forth the projected completion dates therefor and showing the deadlines for
any actions required to be taken by Tenant during such construction, and Landlord may from time to
time during the prosecution of the Tenant Improvements reasonably modify or amend such schedule due
to delays encountered by Landlord. Within sixty (60) days after the date of substantial completion
of the Tenant Improvements, the General



Page 29









 





WORK LETTER — EXHIBIT D



Contractor shall submit to Landlord a set of conformed reproducible “as-built” plans
incorporating all field changes made and all changes and/or revisions that have been made
subsequent to Landlord’s approval of the Final Plans.




     4.2 In connection with the construction of the Tenant Improvements, each party shall be
entitled to rely upon the other party’s construction representative who shall be as follows:
Landlord’s construction representative (“Landlord’s Construction Representative”): Andrew
Bernhardy, Tenant’s construction representative (“Tenant’s Construction Representative”):
                                         [TO BE DESIGNATED PRIOR TO EXECUTION]. Each respective construction
representative shall have the authority to make binding commitments relative to the Tenant
Improvements on behalf of the party appointing such construction representative. All inquiries of
Tenant pertaining to construction of the Tenant Improvements shall be directed in writing to
Landlord’s Construction Representative. A party may designate a substitute construction
representative by giving written notice to the other party at any time. Any representatives of
Tenant who desires to visit the Premises during construction of the Tenant Improvements must obtain
the prior consent of Landlord and the General Contractor. Such consent shall be obtained from
Landlord’s Construction Representative only by Tenant’s Construction Representative.



5. Punch List.




     On or before the date upon Tenant occupies the Premises, Landlord shall cause the General
Contractor to inspect the Premises with Landlord’s Construction Representative and Tenant’s
Construction Representative and to complete a written punch list of unfinished items of Tenant
Improvements prior to Tenant’s move into the Premises. Tenant’s Construction Representative shall
execute said written punch list to indicate approval thereof, and Landlord shall cause the General
Contractor to correct all such punch list items with reasonable diligence.



6. Schedule.




     Preparation and approval of Tenant’s Preliminary Space Plans, Final Plans and the Work Costs
Estimate shall proceed as indicated below and each action shall be completed on or before the date
herein specified. Time is of the essence.



	 	 	 	 	 	 	 
	 	 	Action	 	Responsibility	 	Due Date
	(i)

	 	Executed Lease or Reimbursement Agreement
	 	Tenant
	 	November 22, 2006
	(ii)

	 	Submission of Tenant’s Preliminary Space
Plans to Landlord
	 	Tenant
	 	Complete
	(iii)

	 	Delivery of written approval of Tenant’s
Space Plans by Landlord (including any
necessary design revision comments)
	 	Landlord
	 	Complete
	(iv)

	 	Delivery of Work Costs Estimate to Tenant
	 	Landlord
	 	November 27, 2006
	(v)

	 	Delivery of written approval of Work
Costs Estimate to Landlord
	 	Tenant
	 	November 29, 2006
	(vi)

	 	Delivery of Over-Allowance, if any, as
approved on Work Costs Estimate to
Landlord
	 	Tenant
	 	December 1, 2006
	(vii)

	 	Substantial Completion of Premises
	 	Landlord
	 	December 31, 2006






7. Delays.




     If Landlord shall be delayed in substantially completing the Tenant Improvements as a result
of any of the following (“Tenant Delays”):




     (i) Tenant’s
failure to complete any action item which is the responsibility of Tenant
on or before the due date specified in Section 6 above to the extent that such failure is
not caused by failure of Landlord to timely perform its obligations in accordance with the
schedule in Section 6, or




     (ii) Tenant’s
changes to Final Plans after the final submission date in Section 6(iii)
above, or Landlord’s approval thereof, whichever is earlier, or



Page 30









 





WORK LETTER — EXHIBIT D





     (iii) Tenant’s request for materials, finishes, or installations other than Building
Standards, or




     (iv) Any delay of Tenant in making payment to Landlord of the Over-Allowance as
provided in Section 3.7 above, or




     (v) Any other delay requested or caused by Tenant;



     then the Lease Term shall nevertheless commence and the Commencement Date shall be the date it
would have been had the delay not occurred.



8. Miscellaneous.




     Any default by Tenant under the terms of this Work Letter shall constitute a default under the
Lease and shall entitle Landlord to exercise all remedies set forth therein. Both Landlord and
Tenant agree to use reasonable diligence in performing all of their respective obligations and
duties under this Work Letter and in proceeding with the construction and completion of the
Building and all Tenant Improvements in the Premises.








	 	 	 	 	 
	TENANT:

	 	 	 	 
	 
	 	 	 	 
	VENDING DATA CORPORATION,	 	 
	a Nevada corporation	 	 
	 
	 	 	 	 
	By:
	 	/s/ Arnaldo F. Galassi	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	Arnaldo F. Galassi	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Title:
	 	VP & CFO	 	 
	 

	 	 	 	 








	 	 	 	 	 
	LANDLORD:	 	 
	 
	 	 	 	 
	HOWARD HUGHES PROPERTIES,	 	 
	LIMITED PARTNERSHIP,	 	 
	a Delaware limited partnership	 	 
	 
	 	 	 	 
	By its sole general partner:	 	 
	THE HOWARD HUGHES CORPORATION,	 	 
	a Delaware corporation	 	 
	 
	 	 	 	 
	By:
	 	/s/ Kevin T. Orrock	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:

	 	Kevin T. Orrock	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Title:

	 	Top Division Executive	 	 
	 

	 	 	 	 












Page 31










 




RULES
AND REGULATIONS — EXHIBIT E




EXHIBIT “E”




CANYONS CENTER




RULES AND REGULATIONS




     1. Sidewalks, doorways, vestibules, halls, stairways, and similar areas shall not be
obstructed nor shall refuse, furniture, boxes, or other items be placed therein by Tenant or its
officers, agents, servants, and employees, or used for any purpose other than ingress and egress to
and from the Premises, or for going from one part of the Building to another part of the Building.
Canvassing, soliciting and peddling in the Building are prohibited.



     2. Plumbing, fixtures and appliances shall be used only for the purposes for which
constructed, and no unsuitable material shall be placed therein.



     3. No signs, directories, posters, advertisements, or notices shall be painted or affixed on
or to any of the windows or doors, or in corridors or other parts of the Building, except in such
color, size, and style, and in such places, as shall be first approved in writing by Landlord in
its discretion. Building standard suite identification signs will be prepared by Landlord at
Tenant’s expense. Landlord shall have the right to remove all unapproved signs without notice to
Tenant, at the expense of Tenant.



     4. Tenant shall not do, or permit anything to be done in or about the Building, or bring or
keep anything therein, that will in any way increase the rate of fire or other insurance on the
Building, or on property kept therein or otherwise increase the possibility of fire or other
casualty.



     5. Landlord shall have the power to prescribe the weight and position of heavy equipment or
objects which may overstress any portion of the floor. All damage done to the Building by the
improper placing of such heavy items will be repaired at the sole expense of the responsible
Tenant.



     6. 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 after written permission is obtained
from Landlord on such conditions as Landlord shall require.



     7. Corridor doors, when not in use, shall be kept closed.



     8. All deliveries must be made via the service entrance and service elevator, when provided,
during normal working hours. Landlord’s written approval must be obtained for any delivery after
normal working hours.



     9. Tenant shall cooperate with Landlord’s employees in keeping the Premises neat and clean.



     10. Tenant shall not cause or permit any improper noises in the Building, or allow any
unpleasant odors to emanate from the Premises, or otherwise interfere, injure or annoy in any way
other tenants, or persons having business with them.



     11. No animals shall be brought into or kept in or about the Building.



     12. When conditions are such that Tenant must dispose of crates, boxes, etc. on the sidewalk,
it will be the responsibility of Tenant to dispose of same prior to 7:30 a.m., or after 5:30 p.m.



     13. No machinery of any kind, other than ordinary office machines such as typewriters and
calculators, shall be operated on Premises without the prior written consent of Landlord, nor shall
Tenant use or keep in the Building any inflammable or explosive fluid or substance (including
Christmas trees and ornaments), or any illuminating materials, except candles. No space heaters or
fans shall be operated in the Building.



     14. No bicycles, motorcycles or similar vehicles will be allowed in the Building.



     15. No nails, hooks, or screws shall be driven into or inserted in any part of the Building
except as approved by Building maintenance personnel.



     16. Landlord has the right to evacuate the Building in the event of an emergency or
catastrophe.



Page 32









 





RULES
AND REGULATIONS — EXHIBIT E




     17. No food and/or beverages shall be distributed from Tenant’s office without the prior
written approval of the Building Manager.



     18. No additional locks shall be placed upon any doors without the prior written consent of
Landlord. All necessary keys shall be furnished by Landlord, and the same shall be surrendered
upon termination of this lease, and Tenant shall then give Landlord or its agent an explanation of
the combination of all locks on the doors or vaults. Tenant shall initially be given two (2) keys
to the Premises by Landlord. No duplicates of such keys shall be made by Tenant. Additional keys
shall be obtained only from Landlord, at a fee to be determined by Landlord.



     19. Tenant will not locate furnishings or cabinets adjacent to mechanical or electrical access
panels or over air conditioning outlets so as to prevent operating personnel from servicing such
units as routine or emergency access may require. Cost of moving such furnishings for Landlord’s
access will be for Tenant’s account. The lighting and air conditioning equipment of the Building
will remain the exclusive charge of the Building designated personnel.



     20. Tenant shall comply with parking rules and regulations as may be posted and distributed
from time to time.



     21. No portion of the Building shall be used for the purpose of lodging rooms.



     22. Vending machines or dispensing machines of any kind will not be placed in the Premises by
Tenant.



     23. Prior written approval, which shall be at Landlord’s sole discretion, must be obtained for
installation of window shades, blinds, drapes, or any other window treatment of any kind
whatsoever. Landlord will control all internal lighting that may be visible from the exterior of
the Building and shall have the right to change any unapproved lighting, without notice to Tenant,
at Tenant’s expense.



     24. No Tenant shall make any changes or alterations to any portion of the Building without
Landlord’s prior written approval, which may be given on such conditions as Landlord may elect.
All such work shall be done by Landlord or by contractors and/or workers approved by Landlord,
working under Landlord’s supervision.



     25. Tenant shall provide plexiglass or other pads for all chairs mounted on rollers or
casters.



     26. Landlord reserves the right to rescind any of these rules and make such other and further
rules and regulations as in its judgment shall from time to time be needful for the operation of
the Building, which rules shall be binding upon each Tenant upon delivery to such Tenant of notice
thereof in writing.



     27. Smoking shall not be permitted in Common Areas throughout the Building, including lobbies,
hallways, restrooms and stairwells. Smoking is permitted outside the Building; however, smokers
must utilize the ash urns which are located outside the Building.



Page 33









 





COMMENCEMENT
MEMORANDUM — EXHIBIT F



EXHIBIT “F”




CANYONS CENTER




COMMENCEMENT MEMORANDUM




[TENANT]:




              
                        
                      




             
                       
                        




             
                      
                         




            
                      
                      
    





			
	Re:	 	Commencement Memorandum





Dear            
                      
       :




     With reference to that certain lease
(the “Lease”), dated                
     , 200     , between
HOWARD HUGHES PROPERTIES, LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and, a
                    
                    
(“Tenant”), you are hereby notified of the following. All capitalized
terms not otherwise defined herein shall have the same meaning as set forth in the Lease.



     1. The Commencement Date of the Lease
was                     
                    , and the Lease will expire at
midnight                     
                    ,
if not extended or renewed or terminated earlier pursuant to the
Lease.



     2. The Premises consist of   
                  
                     ( 
                   ) square
 feet of Rentable Area and
                    
                    
(                    ) square feet of Useable Area.



     3. The prorated amount of Base Rent and
Additional Rent for Operating Expenses for the partial
month of                     
                     is $                    
                   
  and $                    
                    , respectively.



     4. The amount of Base Rent and Additional
Rent for Operating Expenses for the first full month
is $                    
                    
and $                    
                    , respectively.



     5. Pursuant to Paragraph/Article/Section/Subsection/Exhibit
                    
                     of the
Lease, you have the right to renew the term of the Lease for one (1) additional term of       
              
                    
(                    ) years.
The Second Lease Term shall commence on                
     
                    ,
                    , provided Tenant
gives Landlord written notice on or before                
     
                    ,
                    , in accordance with the
terms of the Lease.



	 	 	 	 	 
	 	 Very truly yours,





[LANDLORD]

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Acknowledged and agreed to by         
           
                    




          
          
                    
                    
                    
                    ,




this           
          day           
         
                     of,
200     




By:              
       
                    
                    
                    
     
     




Print Name:            
         
                    
                    
                    




Print Title:          
          
                    
                    
                    
  






Page 34









 














DATE:
DEC. 21, 2006




DECEMBER 21, 2006




BENEFICIARY:

HOWARD HUGHES PROPERTIES LP

10000 W. CHARLESTON BLVD,

SUITE 200

LAS VEGAS, NV 89135

ATTN: CLAUDINE KOSLER




LETTER OF
CREDIT NO. 61 61656922



GENTLEMEN:

BY ORDER OF OUR CLIENT, VENDINGDATA CORPORATION, 6830 SPENCER
STREET, LAS VEGAS, NV 89119 (THE “APPLICANT”), WE HEREBY OPEN
OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. 61656922, IN YOUR
FAVOR FOR AN AMOUNT NOT TO EXCEED IN AGGREGATE USD 100,000.00
(ONE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS), EFFECTIVE IMMEDIATELY AND EXPIRING AT THE OFFICE OF OUR SERVICER,
CITICORP NORTH AMERICA, INC. AT 3800 CITIBANK CENTER, BUILDING
B, 3RD FLOOR, TAMPA, FLORIDA 33610 ATTN. STANDBY LETTER OF
CREDIT UNIT OR SUCH OTHER OFFICE AS WE MAY ADVISE YOU FROM TIME TO
TIME (THE “OFFICE”), ON DECEMBER 15, 2011.



FUNDS
HEREUNDER ARE AVAILABLE TO YOU AGAINST PRESENTATION OF
YOUR SIGHT DRAFT(S), DRAWN ON US, MENTIONING THEREON OUR LETTER
OF CREDIT NUMBER 61656922, ACCOMPANIED BY YOUR WRITTEN AND DATED
STATEMENT, SIGNED BY A REPRESENTATIVE OF YOUR COMPANY, STATING
THE FOLLOWING:



“WE HEREBY CERTIFY THAT THE AMOUNT OF ANY DRAFT(S) DRAWN
HEREUNDER REPRESENTS FUNDS DUE AND PAYABLE BECAUSE APPLICANT HAS
FAILED TO PAY RENT AS DESCRIBED THE LEASE.”



WE HEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN
COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF
CREDIT IF PRESENTED, AS SPECIFIED, AT OUR OFFICE ON OR BEFORE
EXPIRATION DATE.



SHOULD YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT, PLEASE DIRECT YOUR CORRESPONDENCE TO OUR OFFICE,
MAKING SPECIFIC MENTION OF THE LETTER OF CREDIT NUMBER
INDICATED ABOVE.



EXCEPT AS
FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY
PRACTICES (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE,

 









 












PUBLICATION NO. 590, AND AS TO MATTERS NOT GOVERNED BY THE
ISP98, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. FEDERAL LAW.






AUTHORIZED SIGNATURE(S)

CITIBANK,N.A.