Common use of Rent Clause in Contracts

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.

Rent. The Subtenant shall pay to Sublandlord in monthly portion installments during the Term of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” this Sublease on or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on before the first (1st) calendar day of every calendar month thereafter during the Term Subtenant's Building Share of any and all costs, expenses, claims, liabilities, losses, actions, causes of action, judgments (as such are internally accounted for by Sublandlord) actually incurred in the ownership, use, maintenance and/or operation of the Building ("Rent"). The parties agree that the Rent charged to Subtenant shall be consistent with Sublandlord's then current accounting practices, which shall be in conformity with GAAP. The terms "Building Share" shall mean a fraction, the numerator of which is the number of rentable square feet within the Subleased Premises, and the denominator of which shall be the total number of rentable square feet within the Building. The parties agree that Subtenant's initial Building Share is equal to 52.70% and Subtenant's Building Share as determined herein shall be modified, based on any increase or decrease in the number of rentable square feet within the Subleased Premises as permitted under this Sublease. The parties also agree that, by way of example only and not of limitation, Exhibit "F" attached hereto shows the parties' initial estimate of Rent for the first year of the Term but such Exhibit shall not limit or define Rent, but is merely an illustration as to the calculation of Rent. If Sublandlord obtains a Replacement, Subtenant shall continue its occupancy of the Subleased Premises (pursuant to Section 2.3) for the period, which ends five (5) years after the Effective Date, and Subtenant shall be responsible for paying the newly calculated Rent, which shall include an additional amount equal to Subtenant's Building Share of the costs incurred in connection with the renegotiation, including, without limitation, interest on Sublandlord's equity investment in the Building, interest on any debt encumbering the campus, attorneys' fees, and any and all other costs and expenses incurred by Sublandlord in connection with such Replacement. Upon completion by Sublandlord of "Sublandlord's Work" described in Exhibit "E" hereto, Sublandlord shall determine the amount of depreciation permitted to be taken thereon monthly during the Term, which amount shall be added to the Rent payable hereunder. Sublandlord shall provide notice of such monthly increase in Rent, and thereafter Subtenant shall pay Rent in the amount set forth in Sublandlord's notice. In the event such notice is delivered after the Effective Date, Subtenant shall pay to Sublessor without right Sublandlord, within thirty (30) days after receipt of offsetsuch notice, the Total such additional Rent due for any month prior to Landlord or other third parties and including the month in which such notice is given. In all cases, Subtenant's obligations under the Lease and, this Section 5.1 shall not include any "accelerated" payments related to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoramortized costs described herein.

Rent. The (a) Tenant shall pay to Landlord the monthly portion rental (herein called “Base Rent”) for the Premises in the amounts specified in the Addendum, attached hereto and made a part hereof. Tenant shall pay to Landlord the Base Rent, in advance, on the 1st day of Basic Annual each and every calendar month during the Term of this Lease, without notice or demand and without any set-off or deduction, except to the extent otherwise expressly provided for in this Lease. If the Term commences on other than the first day of a calendar month, the first payment of Base Rent shall be appropriately prorated on the basis of the number of days in such calendar month. All Rent due or to become due hereunder shall be paid to Landlord at its address set forth in this Lease, unless Landlord shall designate some other payee or address for the payment thereof by giving written notice to that effect to Tenant. For purposes of this Lease, the term “Rent” shall mean the Base Rent, all Common Area Expenses additional rent and all of the other amounts and expenses considered “monetary obligations of Tenant under this Lease. (b) Tenant shall pay, as additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment money required to be paid to Landlord by Subtenant is late. In addition, any payment to Sublessor due and owing Tenant under this Sublease that Lease in addition to monthly Base Rent whether or not the same is late designated “additional rent.” Tenant shall bear interest at the rate pay to Landlord all additional rent upon Landlord’s written request or otherwise as provided in this Lease. (c) Tenant acknowledges that late payment of Rent to Landlord will cause Landlord to incur costs not contemplated by this Lease, the Lease exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any trust deed covering the Premises. Accordingly, if any installment of Rent or any other sums due from the date said payments are due until Tenant shall not be received by Landlord within ten (10) days after the date such amounts owing payment is due, Tenant shall pay to Landlord a late charge in an amount equal to two percent (2%) of such overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by Subtenant are paid reason of late payment by Tenant. Acceptance of such late charge by Landlord shall not constitute a waiver of Tenant’s default with respect to Sublessorsuch overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

Rent. The monthly portion a. Except as otherwise expressly provided in this Sublease, commencing on and as of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006Commencement Date, and on continuing throughout the first (1st) calendar day term of every calendar month thereafter during the Termthis Sublease, Subtenant shall pay to Sublessor without right Tenant, as rent, base rent (the “Base Rent”) in accordance with the schedule set forth below as part of offsetthis subsection. Unless Tenant instructs Subtenant otherwise in writing, Subtenant shall make such payments in advance on the Total Rent due day of each month on which rent is required to Landlord or other third parties be paid by Tenant under the Lease andMain Lease. Subtenant shall make such payments without notice, to demand, abatement, deduction, counterclaim, or setoff. Commencement Date the extent received from Subtenant, Sublessor shall remit same to Landlord on or day before the date such rental payments are due. Sublessor shall not be Rent Commencement Date $ 0.00 $ 0.00 $ 0.00 Rent Commencement Date - March 31,2009 $ 29.00 * $ 438,364.00 * $ 36,530.33 * April 1 ,2009 - March 31, 2011 $ 31.50 $ 476,154.00 $ 39,679.50 April 1 ,2011 - February 27, 2013 $ 32.50 $ 491,270.00 $ 40,939.17 b. Except as otherwise expressly provided in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion this Sublease, commencing on and as of the Total Rent. On or before August 1Rent Commencement Date, 2006 and September 1, 2006continuing throughout the term of this Sublease, Subtenant shall pay to SublessorTenant, without right of offset, all rent considered “as additional rent” pursuant , Subtenant’s Share and Subtenant’s Electric Share (both defined below) of all operating expenses, real estate taxes, rent taxes, utility charges, lease auditing expenses and fees payable in connection with Tenant’s auditing of any of the foregoing sums, and other regular additional sums payable by Tenant to the Lease together with all other amounts due Landlord under the Main Lease to Landlord or other third parties arising after (the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service ProvidersEscalations”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility Subtenant’s Share and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name Subtenant’s Electric Share of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (such Escalations being collectively referred to herein as the “Subescalations”. For the purposes of this Sublease, the term “Subtenant’s Share” for all Subescalations (except electric service to the Premises) shall be defined as a ratio, the numerator being the rentable square footage of the Premises and the denominator being the rentable square footage of Tenant’s Premises. As of the date hereof, Subtenant’s Share is four and 27/100 percent (4.27%). For the purposes of this Sublease, the term “Subtenant’s Electric Share” shall be defined as a ratio, the numerator being the rentable square footage of the Premises and the denominator being the rentable square footage of the twelfth (12th) floor of the Tenant’s Premises. As of the date hereof, Subtenant’s Electric Share is sixty eight and 44/100 percent (68.44%). The parties hereto acknowledge that the Subtenant’s Share and Subtenant’s Electric Share may change from time to time during the term of this Sublease based upon any change in the rentable square footage of the Premises and/or Tenant’s Premises. Prior to the Commencement Date and from time to time during the Sublease term thereafter, Tenant shall provide Subtenant with an estimate of the monthly Subescalations due from Subtenant. Subtenant shall pay to Tenant Subescalations with Subtenant’s payments of Base Rent Advance”(except during the Free Rent Period (hereinafter defined), during which time such Subescalations shall be credited against the Maximum Free Rent Amount (hereinafter defined)). Subtenant shall make all such payments without abatement, deduction, counterclaim, or setoff. As soon as is practicable after the end of each calendar year Tenant shall submit to Subtenant a statement of the actual Subescalations for such calendar year, as well as a statement to show any * subject to Free Rent as set forth in Section 5.i. below. increase in Subescalations for such calendar year as compared with Tenant’s estimate of such Subescalations. If Tenant’s statement discloses that Subtenant owes an amount that is less than the estimated payments for such calendar year previously paid by Subtenant, Tenant will credit such excess against the next installment of Rent due (or, if after the expiration or earlier termination of this Sublease, and provided there then exists no uncured event of default, Tenant shall reimburse Subtenant for such amount). If Tenant’s statement discloses that Subtenant owes more than the estimated payments for such calendar year previously made by Subtenant, Subtenant will pay the deficiency to Tenant within ten (10) days after delivery of the statement. The provisions of this Section 5.b. shall survive the termination of this Sublease. To the extent any Subescalations are not included in such estimate provided by Tenant, Subtenant shall make such payments within ten (10) days of receipt of an invoice therefor from Tenant, and without abatement, deduction, counterclaim, or setoff. In the event this Sublease terminates prior Landlord or Tenant desires to install a check meter for Subtenant’s electrical usage, Tenant agrees that any costs incurred with respect to such installation shall not be passed to Subtenant. To the expiration extent Subtenant requires services in excess of the Termservices provided by Landlord and charged to Tenant as operating expenses under Section 2.04 of the Main Lease, including without limitation extra electrical feeders or risers to meet Subtenant’s electricity requirements, excess water usage (including without limitation condenser water if provided by Landlord), and after-hours HVAC service, Subtenant shall remain obligated to pay Sublessor contract directly with Landlord for such services. Notwithstanding the unamortized portion forgoing, commencing on and as of the Rent Advance. Time is Commencement Date, and continuing throughout the term of this Sublease, to the essence with the payments called extent Tenant becomes liable to Landlord for under this Sublease and such additional services provided by Landlord or any third parties, Subtenant shall pay Sublessor to Tenant, as additional rent and upon demand, one hundred percent (100%) of all penalties and late fees called such expenses incurred by Tenant for under the Lease (owing such services and/or any service provided by Tenant to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSubtenant.

Rent. The (a) Subtenant covenants and agrees to pay to Sublandlord rent (herein referred to as the "Fixed Rent") for the Sublet Premises at the rate of (i) $925,000.00 per annum, in equal monthly portion installments of Basic Annual Rent$77,083.00, all Common Area Expenses from June 1, 1999 through December 31, 2002, and (ii) $1,017,500.00 per annum, in equal monthly installments of $84,791.67, from January 1, 2003through September 30, 2006. Fixed Rent shall be payable in advance on the first day of each calendar month. Fixed Rent and all other amounts payable by Subtenant to Sublandlord under the provisions of this Sublease (herein referred to as the "ADDITIONAL RENT") shall be paid promptly when due, without notice or demand therefor, and expenses considered “without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever except as may be otherwise provided herein. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States at the address of Sublandlord set forth in Article 17 of this Sublease or to such other person or at such other address as Sublandlord may from time to time designate by notice to Subtenant as provided for herein. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment without prejudice to Sublandlord's right to recover the balance due or to pursue any other remedy available to Sublandlord. Any provision in the Main Lease referring to fixed rent or additional rent” or otherwise due Landlord or other parties pursuant rent incorporated herein by reference shall be deemed to refer to the Lease shall collectively be referred Fixed Rent and Additional Rent due under this Sublease. (b) In addition to herein as the “Total Fixed Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right Sublandlord as Additional Rent, within ten (10) days' after demand from Sublandlord from time to time: (x) the difference, if any, between (i) Tenant's "Tax Payment" payable by Sublandlord as tenant under the Main Lease during any "Tax Year" (as said terms are defined in Article 39 of offsetthe Main Lease), and (ii) Tenant's Tax Payment payable by Sublandlord as tenant under the Total Rent due Main Lease for Tax Year July 1, 1998 - June 30, 1999, and (y) the difference, if any, between (i) Subtenant's Share of Tenant's "Operating Payment" payable by Sublandlord as tenant under the Main Lease during any "Operation Year" (as said terms are defined in Article 40 of the Main Lease), and (ii) Tenant's Operating Payment payable by Sublandlord as tenant under the Main Lease for Operation Year 1999. All such demands shall be accompanied by a copy of any invoice, bill, notice or request received by Sublandlord from Landlor▇. ▇ubtenant shall also pay to Sublandlord as Additional Rent, upon demand from time to time, all other amounts payable by Sublandlord to Landlord or other third parties under the Main Lease pursuant to the provisions thereof. If Sublandlord is required by Landlord under the Main Lease to make advance payments, estimated payments or deposits of any of the foregoing amounts, Subtenant shall make such advance payments, estimated payments or deposits to Sublandlord consistent with -------------------------------------------------------------------------------- 3 the above provisions. Subtenant's obligations under this Article 2 shall be apportioned for any period at the beginning or end of the term of this Sublease that is less than a full calendar year or fiscal year. Sublandlord shall have the right to demand payment of any amount of such Additional Rent during the term of this Sublease or after the expiration of the term of this Sublease or the earlier termination of this Sublease. (c) If the sum of any installment or estimated payments made by Subtenant on account of any or all of the items set forth in subparagraph (b) of this Article 2 exceed Sublandlord's share of such item(s) under the Main Lease for any year, Sublandlord shall refund the excess to Subtenant within ten (10) days after the amount of the excess is refunded to Sublandlord by Landlord. If the sum of any installment or estimated payments made by Subtenant on account of any or all of the items set forth in subparagraph (b) of this Article 2 are less than such item(s) under the Main Lease for any year, Subtenant shall pay the amount of such deficiency to Sublandlord within ten (10) days after demand. (d) All costs, expenses and fees other than Fixed Rent which Subtenant assumes or agrees to pay pursuant to this Sublease (including, without limitation, all costs, expenses and fees payable by Sublandlord as tenant under the Main Lease which are payable hereunder by Subtenant by their incorporation herein by reference to the Main Lease) shall be deemed Additional Rent and, to in the extent received from Subtenantevent of non-payment, Sublessor Sublandlord shall remit same to Landlord have all the rights and remedies provided for in the case of non-payment of Fixed Rent. (e) Subtenant shall pay, on or before the date such rental payments are same is due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums , any occupancy, sales, use or similar tax, charge or fee that is at any time due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers payable with respect to the Subleased occupancy or use of the Sublet Premises and shall have all utilities and contracts with Service Providers to or the Leased Premises held in the name payment of Subtenant (reflecting Fixed Rent or Additional Rent by Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilitiesSublandlord, and provide a copy of the utility payment which is attributable to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSublease.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant Subject to the Lease shall collectively be referred to herein as provisions below, commencing on the “Total Rent”. Beginning October 1, 2006, Commencement Date and on the first (1st) calendar day of every calendar each month thereafter during the Termthereafter, Subtenant Tenant shall pay to Sublessor Minimum Rent in the amount stated in Section 1.4, in advance without right of offsetnotice (all amounts, the Total Rent due to Landlord or other third parties under the Lease andincluding Minimum Rent, to be paid by Tenant pursuant to this Lease as the extent received context requires are sometimes referred to collectively as "Rent(s)"). Rents shall be paid without set off, abatement, or diminution, at the management office in the Building, or at such other place as Landlord from Subtenanttime to time designates in writing. Notwithstanding the foregoing, Sublessor Tenant shall remit same have the right to Landlord on or before occupy the date such rental payments are due. Sublessor shall not be in default hereunder Premises without payment of Minimum Rent for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after first month following the Commencement Date (collectively, “Service Providers”the "Deferred Rent Period"). Prior It is agreed that the Rent payable under this Lease is allocable to, and shall be accrued by the parties during, their fiscal periods in which the same is actually paid. Landlord and Tenant agree that no portion of the Minimum Rent paid by Tenant during the Initial Term occurring after the expiration of the Deferred Rent Period will be allocated by Landlord or Tenant to August 1such Deferred Rent Period, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect nor is such Rent intended by the parties to be allocable to the Subleased Premises and Deferred Rent Period. If for any reason at any time during the Term Tenant is in default hereunder, which default is not cured within any applicable cure periods, Tenant shall have all utilities and contracts with Service Providers owe to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1Landlord, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments all other amounts otherwise set forth aboveherein, beginning on October 1, 2006 all amounts of Minimum Rent deferred pursuant to this Section. Such amounts shall be immediately due and on payable upon the first calendar day occurrence of each calendar month thereafter, Subtenant agrees any such default. Tenant shall have no obligation to pay to Sublessor without right such amounts if no Event of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates Default has occurred prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.

Rent. 4.1 The Tenant shall pay to the Landlord at die address set forth in Paragraph 50.1, in lawful money of Canada and without any deduction, set off or abatement, throughout the Term an annual minimum rent (the "RENT"), in advance, on the first day of each month throughout the Term as follows: $103,575.00 per annum, payable in equal consecutive monthly portion instalments of Basic Annual $8,631.25 in advance, on the first day of each month during each year of the 5 years of the Term. The aforesaid Rent is calculated on the basis of a net rent of: $12.50 per square fool of Gross Leasable Area of the Leased Premises per annum for each of the 5 years of the Term. Rent and Additional Rent may be adjusted from time to time by the Landlord, if necessary, to conform with changes in the Gross Leasable Area of the Leased Premises. Subject to Section 2.2, a certificate of the Landlord's Architect to that effect shall be conclusive, SAVE FOR MANIFEST ERROR, SHALL BE ADDRESSED TO BOTH LANDLORD AND TENANT. 4.2 The Tenant covenants with the Landlord to pay Rent and Additional Rent and such oilier amounts for which the Landlord may be entitled to demand payment from the Tenant pursuant to the provisions of this Lease without any deduction, setoff or abatement. Rent and Additional Rent arc reserved by the Landlord and payable by the Tenant in consideration for the demise and lease of the Leased Premises hereunder. The Landlord shall, in addition to any other right or remedy available to the Landlord, have the same rights and remedies in the event of default by the Tenant in the payment of Additional Rent as the Landlord would have in the event of default by the Tenant in the payment of Rent. All Additional Rent payable by the Tenant to the Landlord pursuant to this Lease shall, all Common Area Expenses unless otherwise provided herein, become due and payable with the next monthly instalment of Rent. Where the calculation of any Additional Rent is not made until after the expiration or earlier termination of this Lease, the obligation of the Tenant to pay such Additional Rent shall survive such expiration or earlier termination and such amount shall be payable by the Tenant after final determination and upon demand by the Landlord. 4.3 Landlord acknowledges that the TENANT has provided to Royal LePage Commercial Inc. (the "LEASING AGENT"), in trust for the Landlord a deposit equal to the sum of thirty-eight thousand two hundred and seventy one dollars and sixty-five cents ($38,271.65) (the "DEPOSIT") to be applied to the first and last months' Rent and Additional Rent payable by the Tenant hereunder. Provided that if, at any time during the term, Rent is overdue and unpaid, or if the Tenant fails to keep or perform any of the terms, covenants and conditions of this Lease to be kept, observed and performed by the Tenant, then, the Landlord, at its option, may, in addition to any and all other amounts rights and expenses considered “additional rent” remedies provided for in this Lease or otherwise by law, appropriate and apply the balance of the Deposit (the "BALANCE") or so much thereof as if necessary to compensate the Landlord for loss or damage sustained or suffered by the Landlord due to such breach on the part of the Tenant. If the Balance or any portion thereof is appropriated and applied by the Landlord for the payment of overdue Rent or other parties pursuant Additional Rent, then the Tenant shall, forthwith after demand by the Landlord, remit to the Lease shall collectively be referred Landlord a sufficient amount in cash to herein as restore the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, Balance to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before original sum deposited and the date such rental payments are due. Sublessor shall not be in default hereunder for the Tenant's failure to pay do so forthwith after receipt of such demand constitutes a breach of this Lease. 4.4 The Landlord sums due under shall deliver the Lease Balance to any purchaser of the Landlord's interest in the Leased Premises and the Development if said amounts are not received by Sublessor from Subtenant. Sublessor such interest is sold and thereafter the Landlord shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers discharged from any further liability with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein Deposit so long as the “Rent Advance”). In purchaser has assumed the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor's obligations hereunder.

Rent. The monthly portion Subtenant shall pay to Sublandlord the Monthly Base Rent (pro rated in the case of Basic Annual Rentany partial calendar month at the beginning or end of the Term, all Common Area Expenses and all based upon the actual number of days in the month), without deduction, offset, notice, or demand, at Sublandlord's Address, or at such other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant place as Sublandlord shall designate from time to time by notice to Subtenant. Monthly Base Rent shall be paid for each calendar month occurring during the term in advance two (2) business days prior to the Lease first day of the calendar month to which such Monthly Base Rent is attributable, provided that the installment of Monthly Base Rent for the second full calendar month of the Sublease Term shall be payable upon the execution of this Sublease by Subtenant. Notwithstanding the foregoing, the Monthly Base Rent for April, 2002, February, 2003, March, 2003 and March, 2004 shall be abated. In addition, should more than 20 days elapse between Subtenant's application for a building permit for Subtenant's initial alterations and improvements and the date of issuance of the permit, and should such delay result in the Subleased Premises not being ready for occupancy by April 1, 2002 because of such delay in issuing the building permit, then Subtenant shall be entitled to one day without Monthly Base Rent starting on April 1, 2002 for every two days of such delay up to a maximum of seven days of free rent. All charges, costs, expenses and sums required to be paid or borne by Subtenant under this Sublease in addition to Base Rent shall be deemed "Additional Rent," and Base Rent and Additional Rent shall hereinafter collectively be referred to herein as "Rent." Subtenant's covenant to pay Rent shall be independent of every other covenant in this Sublease. The Monthly Base Rent for the “Total Rent”. Beginning October fourth year of the term commencing on April 1, 20062005 shall be adjusted to the then Fair Market Base Rental as defined in Section 38(a) of the Master Lease; provided, however, if Fair Market Base Rental is $2.25 per RSF or less, the Monthly Base Rent shall remain at $2.25 per RSF for the fourth year of the Term (i.e., the twelve month period commencing on April 1, 2005). Approximately 30 days prior to the commencement of such lease year, Landlord and on Tenant shall endeavor to agree upon the first (1st) calendar day Fair Market Base Rental. If they are unable to do so within such 30 days period, the Fair Market Base Rental shall be determined by three commercial real estate brokers - one selected by Sublandlord, one by Subtenant and one by the two brokers so selected. The Fair Market Base Rental shall be the average of every calendar month thereafter during the Termtwo closest amounts determined by the brokers. The brokers shall make their determination within 30 days of the selection of the third broker and any rent adjustment shall be retroactive to April 1, Subtenant 2005. Each party shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion fee of the Total Rentbroker which it selected and one half of the fee of the third. On or before August April 1, 2006 and September April 1, 20062007, Subtenant the Monthly Base Rent for the succeeding year shall pay to Sublessor, without right be increased (but not decreased) in accordance with the change in the cost of offset, all rent considered “additional rent” pursuant living according to the provision of Section 35 of the Master Lease together with all other amounts due appropriate adjustment to the terms of that section to correspond to the dates and time periods set forth in this paragraph. At no time shall the Monthly Base Rent exceed that charged to Sublandlord under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorMaster Lease.

Rent. The monthly portion of Basic Annual Rent7.1 Tenant shall pay to Landlord as Base Rent for the Premises, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant commencing on the Term Commencement Date, the sums set forth in Section 2.3, subject to the Lease rental adjustments provided in Article 8 hereof. Base Rent shall collectively be referred paid in equal monthly installments as set forth in Section 2.3, subject to herein as the “Total Rent”. Beginning October 1rental adjustments provided in Article 8 hereof, 2006, and each in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total ; provided that Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Premises shall be responsible for abated during the July portion first three (3) months of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date Term (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Base Rent AdvanceAbatement Period”). In the event this Sublease terminates prior to that the Term Commencement Date occurs on a day other than the first day of a calendar month, then monthly Base Rent payable on or before the first day of the last month of the Base Rent Abatement Period shall be a prorated amount based on the actual number of days in such calendar month following the expiration of the TermBase Rent Abatement Period. For purposes of clarity, Subtenant Tenant shall remain obligated be responsible for all other Rent due pursuant to the terms of this Lease during the Base Rent Abatement Period. 7.2 In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below) and (c) any other amounts that Tenant assumes or agrees to pay Sublessor under the unamortized portion provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3 Base Rent and Additional Rent shall together be denominated “Rent.” Except as otherwise expressly set forth in this Lease, Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the United States of America at the office of Landlord as set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Term commences on a day other than the first day of a calendar month or the Term ends on a day other than the last day of a calendar month, then the Rent Advance. Time is for such fraction of a month shall be prorated for such period on the basis of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) number of days in the event any payment required to month and shall be paid at the then-current rate for such fractional month. 7.4 Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by Subtenant is late. In additionany Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any payment casualty or taking or (d) any other occurrence. Tenant’s obligation to Sublessor due and owing under this Sublease that is late shall bear interest at pay Rent with respect to any period or obligations arising, existing or pertaining to the rate provided in the Lease from period prior to the date said payments are due until of the date expiration or earlier termination of the Term or this Lease shall survive any such amounts owing by Subtenant are paid expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with respect to Sublessorany other period.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Tenant shall pay to Sublessor without right of offset, Landlord as the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder base rent for the failure Premises (the “Base Rent”) the amount set forth in Section 1, subject to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenantadjustment as hereinafter provided. Sublessor Nothing contained herein shall be responsible construed at any time so as to reduce the Base Rent payable hereunder below the amount set forth above. Base Rent shall be adjusted in accordance with the following provisions (any such adjustment hereinafter the “Base Rent Adjustment”). Base Rent includes a component attributable to Operating Expenses (defined below) per square foot of Rentable Area in the Premises for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Base Year as specified in Section 1(“Base Operating Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1January 1 of each year in the Term, 2006, Subtenant Landlord shall provide Sublessor written evidence that Subtenant has contracted Tenant with all utility and Service Providers with respect to an estimate of Operating Expenses for the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held next calendar year in the name of Subtenant Term (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1each, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the an “Rent AdvanceOperating Period”). In the event this Sublease terminates prior If Operating Expenses per square foot of Rentable Area during any Operating Period, as estimated by Landlord, exceed Base Operating Expenses, Tenant shall pay Base Rent for such Operating Period equal to the expiration Base Rent set forth above adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses for such Operating Period and the Base Operating Expenses, multiplied by (ii) the Pro-rata Share. Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion Operating Expenses during such year and a computation of the Base Rent AdvanceAdjustment (“Expense Statement”). Time Failure of Landlord to provide such statement within said time period shall not be a waiver of Landlord's right to collect any Base Rent Adjustment. If such statement shows that the actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Tenant, Tenant shall pay the difference within thirty (30) days after delivery of the essence with Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments called for under attributable to Base Rent Adjustment, or if this Sublease and Subtenant Lease has expired, such amount shall pay Sublessor all penalties and late fees called for under the Lease (owing be refunded to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorTenant.

Rent. During the Lease Term, Tenant shall pay to Landlord the Annual Fixed Rent as set forth in Sect on 1(i). The Annual Fixed Rent shall be payable by Tenant beginning on the Commencement Date (unless otherwise provided herein) in monthly portion installments equal to he Monthly Fixed Rent as set forth in Section 1(q), in advance on the first day of Basic each month, at the address set forth in Section 1(q) or at such other place as Landlord may direct Tenant by twenty (20) days prior written notice; and shall be payable without prior notice or demand, and without any set-off, deduction or counterclaim whatsoever except that Tenant shall receive a credit against Annual Fixed Rent payable under this Lease, which credit shall equal the aggregate Monthly Fixed Rent (less the Operating Expense Base) actually paid by Tenant to Landlord pursuant to a previous lease between Tenant and Landlord dated December 17, 1993, for Suite 226 of the Office Park, and shall be applied to the installments of Monthly Fixed Rent until such credit is exhausted. Tenant shall also pay to Landlord, as "Additional Rent" hereunder, the "Operating Expense- Adjustment" (as defined in Section 7.A.), which includes "Real Estate Taxes" (as defined in Section 7.B.), in accordance with the provisions of Section 7 hereof, and charges for all Common Area Expenses electricity consumed upon the Premises pursuant to Section 6 hereof, and all other amounts sums chargeable to Tenant hereunder. All sums payable by Tenant under this Lease, whether or not stated to be Annual Fixed Rent or Additional Rent, are included in and expenses considered “additional rent” shall be deemed to be "Rent" payable by Tenant to Landlord under this Lease, and shall be collectible by Landlord as Rent and in the event of a default in payment thereof, Landlord shall have the same rights and remedies as for a failure to pay Annual Fixed Rent (without prejudice to any other right or otherwise due Landlord or other parties pursuant to remedy therefor). If the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and Term commences on a day other than the first (1st) calendar day of every a calendar month thereafter during the Termmonth, Subtenant Tenant shall pay to Sublessor without right of offsetLandlord, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under Commencement Date of the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July Term, a pro rata portion of the Total Rent. On or before August 1Monthly Fixed Rent from such day until the first day of the following month, 2006 and September 1, 2006, Subtenant shall pay such pro rata portion to Sublessor, without right be based on the number of offset, all rent considered “additional rent” pursuant to days during the first full calendar month within the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes Term. Tenant hereby covenants and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay all Rent when due, and to Sublessor without right pay interest to Landlord, as Additional Rent, at the "Overdue Interest Rate" (hereinafter defined) (i) on all overdue installments of offset, Monthly Fixed Rent from the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior due date thereof to the expiration date of payment and (ii) on all overdue payments of Additional Rent or other sums payable to Landlord hereunder from the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease date thereof or from the date said payments are due of demand for payment, as the case may be, until the date such amounts owing by Subtenant are paid to Sublessor.of payment. As used herein, the

Rent. The monthly portion 3.1 Tenant agrees and covenants to pay Landlord an annual fixed rent in the amount of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered $96,000.00 per year (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Base Rent”), commencing on the Commencement Date. Beginning October 1Base Rent shall be payable in advance, 2006without demand, and on the first (1st) calendar day of every each calendar month in equal monthly installments of $8,000.00 and shall not be increased, abated or diminished except as set forth herein. Beginning on January 1, 2026 and each January 1 of each year thereafter during the Term, Subtenant the amount of Base Rent which shall pay to Sublessor without right be paid during each calendar year shall be increased above the preceding year’s Base Rent by 1.5%. 3.2 If the Commencement Date is not the first day of offseta calendar month, the Total first month’s Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1prorated, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after be payable on the Commencement Date. In addition, which term includes without limitation, all Common Area Expenses, utilities, taxes Base Rent for the first full month of the Term shall be payable on the Commencement Date. 3.3 Tenant shall also pay to Landlord such “Additional Rent” as described in Article 12 hereof. The Base Rent and third party service providers, including but not limited the Additional Rent are hereinafter collectively referred to landscapers, HVAC repair, elevator service and janitorial services arising as the “Rent.” 3.4 In the event that Tenant fails to make any payment of Rent within five (5) days after the Commencement Date (collectivelysame becomes due, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and then in addition to all rights, powers and remedies provided herein, by law or otherwise in the foregoing payments set forth abovecase of nonpayment of Rent, beginning on October 1, 2006 Landlord shall be entitled to recover from ▇▇▇▇▇▇ and on the first calendar day of each calendar month thereafter, Subtenant ▇▇▇▇▇▇ agrees to pay to Sublessor Landlord, on demand, a late payment charge equal to $250.00. 3.5 This is a net lease and the Rent shall be paid without right of offsetnotice, demand, setoff, counterclaim, deduction or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Termparties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, Subtenant shall remain obligated to pay Sublessor the unamortized portion of that the Rent Advanceshall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, except as otherwise expressly provided herein. Time It is the purpose and intent of Landlord and Tenant that the essence with the payments called for Rent payable under this Sublease and Subtenant Lease be absolutely net to Landlord, such that this Lease shall pay Sublessor all penalties and late fees called yield (on an absolute net basis) the Base Rent specified in this Lease for under the each year of this Lease (owing to Landlord) in the event prorated, as applicable, for any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpartial year).

Rent. (a) Tenant shall pay as "Base Rent" for each Lease Year during the Initial Term the sum of Two Hundred Fifty-Two Thousand and No/100 Dollars ($254,400), payable in advance, in equal monthly installments of Twenty-One Thousand and No/100 Dollars ($21,200). If Tenant exercises its option(s) to extend the Term, Tenant shall pay as Base Rent during the Renewal Term(s) a rental based upon the "market rate" for the Premises. The first and last monthly portion installments are due and payable on the execution of Basic Annual Rent, all Common Area Expenses this Lease and all other amounts the remaining installments are due and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and payable in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offsetoffset or deduction, the Total Rent due to Landlord at the address set forth in Paragraph 26 or at such other place as Landlord may hereafter designate in writing. Rent checks are to be made payable to Landlord, or such other person, firm or corporation as Landlord may designate in writing. (b) All sums due and payable by Tenant under this Lease other than Base Rent are "Additional Rent", whether or not so called in the text of this Lease. Any Additional Rent for which no time for payment is specified in this Lease shall be due and payable within ten (10) days after demand is made therefor. (c) All Rent, whether Base Rent or Additional Rent, is due and payable in full without demand, deduction or set-off and Tenant's obligation to pay the same shall survive the expiration or other third parties under termination of this Lease. Tenant's covenant to pay Rent is an independent covenant. (d) Rent shall be equitably prorated for any partial Lease Year or calendar year, as the case may be, during the Term. (e) For each Renewal Term, Tenant shall notify Landlord that Tenant desires to exercise its option to extend the Term of this Lease andfor the next ensuing five (5) year period, and to obtain an appraisal of the Premises to determine the market rent for the Premises by delivering written notice to Landlord not less than one hundred eighty (180) days prior to the extent received from Subtenant, Sublessor beginning of each Renewal Term. Tenant shall remit same to Landlord on or before the date include in such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in notice the name of Subtenant an MAI appraiser selected by Tenant which has an office in Macomb County, Michigan. Landlord shall within thirty (reflecting Subtenant 30) days following receipt of such notice from Tenant give written notice to Tenant setting forth the name of a second MAI appraiser with an office in Macomb County, Michigan. If Landlord fails to notify Tenant of the name of an appraiser within the thirty (30) day period, then the appraiser selected by Tenant shall determine the market rent and the decision of said appraiser shall be solely responsible binding upon the parties hereto. If Landlord has selected an appraiser in accordance with the provisions of this Paragraph, then the appraiser selected by Landlord and the appraiser selected by Tenant shall meet and select a third MAI appraiser with an office in Macomb County, Michigan. The appraiser selected by Landlord and the appraiser selected by Tenant shall each appraise the Premises for purposes of obtaining said market rent. The third appraiser shall determine and notify Landlord and Tenant which of the two appraisals made by Landlord's and Tenant's appraisers more closely reflects the market rent of the Premises, and the decision of the third appraiser shall be binding upon the parties hereto. Notwithstanding anything in this paragraph to the contrary, in no event shall the Base Rent for any Renewal Term be less than the Base Rent for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy last year of the utility payment to Sublessee for previous Renewal Term or the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration last year of the Initial Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoras applicable.

Rent. The monthly portion of Basic Annual Tenant agrees to pay to Landlord at Landlord's Notice Address, without demand, deduction or set-off, annual rent equal to the Base Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties as adjusted from time to time pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1terms hereof, 2006, and payable in equal monthly installments in advance on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterduring the term hereof. The Base Rent initially payable hereunder shall be the "Initial Base Rent" set forth in the Summary of Primary Business Terms hereinabove. The Base Rent shall be adjusted from time to time as set forth in Section 4 below. Upon execution of this Lease, Subtenant agrees to Tenant shall pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects Landlord the monthly repayment Base Rent for the first full calendar month of Basic Annual the Lease Term. Base Rent paid by Sublessor and Additional Rent for any partial month during the months Lease Term shall be pro-rated based on the number of August days in such month, and September (collectively referred Base Rent for any such partial month at the beginning of the Lease Term shall be paid on the Commencement Date. Landlord does not mail or otherwise distribute statements or bills for rent or other amounts due hereunder, except as may be expressly otherwise provided herein. It is Tenant's sole responsibility to herein ensure that payments are made and received when due. If any check received by Landlord from Tenant shall be dishonored, refused or returned, then in addition to Landlord's other remedies and rights, Tenant shall pay a $100.00 administrative charge, in addition to any late charges and the payment in respect of which the check was given. Tenant and Landlord agree that all amounts due hereunder, whether labeled Base Rent, Additional Rent or otherwise, shall be considered as the “Rent Advance”). In the event rental reserved under this Sublease terminates prior Lease for all purposes, including without limitation regulations pursuant to the expiration of the TermUnited States Bankruptcy Code, Subtenant shall remain obligated as may be amended from time to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In additiontime, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.including further without limitation Section 502(b)(6)

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Tenant shall pay to Sublessor Landlord as minimum monthly rent, without right of offsetdeduction, setoff, prior notice, or demand, the Total Basic Monthly Rent due described in Paragraph 2.6, above (subject to Landlord or other third parties under adjustments as provided in the Lease andattached Addendum), to the extent received from Subtenantin advance, Sublessor shall remit same to Landlord on or before the date such rental payments are duefirst day of each calendar month, beginning on the Rent Commencement Date and thereafter throughout the Term. Sublessor shall not be in default hereunder If the Rent Commencement Date is other than the first day of a calendar month, then the Basic Monthly Rent payable by Tenant for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion first month of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to Term following the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Rent Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant which first month shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to be payable upon execution of this Lease) shall be prorated on the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy basis of the utility payment actual number of days during the Term occurring during the relevant month. Notwithstanding the foregoing, if Landlord is delayed in completion of Landlord’s Work due to Sublessee for the month of August on any act or before the date said payment is due. Furthermoreomission by Tenant or its agents, and employees, contractors, or representatives, then in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on Basic Monthly Rent payable for the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of Term following the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease Commencement Date, additional rent (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in of one-thirtieth of the Lease from Basic Monthly Rent per day) for the date said payments are due until the date number of days of such amounts owing by Subtenant are delay. All “Rental” (which includes Basic Monthly Rent, Percentage Rent, if any, and any items designated as “Additional Rent” or referred to as additional rent hereunder) shall be paid to Sublessor.Landlord at the same address as notices are to be delivered to Landlord pursuant to Paragraph 2.10, above. Landmark National Ban—Revised 8-16-01 Standard Shopping Lease FINAL 8-16-01 Landlord /s/ [ILLEGIBLE] Tenant /s/ [ILLEGIBLE]

Rent. (a) The monthly portion Rent Commencement Date shall be May 1, 2004, Sublessee covenants and agrees to pay Sublessor during the term of Basic this Sublease base rent (the “Base Rent”), without deduction or offset and without notice or demand, at the Sublessor’s address, as set forth in Paragraph 14 hereof, or to such other entity or at such other place as Sublessor may from time to time designate in writing as follows: Period Monthly Base Rent Annual RSF 82 Months $ 24,800.00 $ 10.40 (b) In addition to Base Rent, all Common Area Sublessee covenants and agrees to pay Sublessor during the term of this Sublease the following expense items (collectively, the “Additional Rent”): (a) beginning January 1, 2005, thirty three percent (33%) (“Sublessee’s Proportionate Share”) of any increase in the “Operating Expenses,” as defined in Section 4 of the Lease, incurred by Sublessor pursuant to the terms of the Lease, over the Operating Expenses and all other incurred by Sublessor for the calendar year 2004, which payments shall payable by Sublessee to Sublessor in such amounts and in the same manner as Sublessor is obligated to Landlord for said expenses considered “additional rent” as set forth in Section 4 of the Lease; (b) beginning on the Commencement Date, any costs, fees or otherwise due charges owed or payable by Sublessee pursuant to any services provided to Sublessee by Landlord or Sublessor, whether with or without Sublessor’s permission, that are directly related to the Sublet Premises, including, but not limited to electricity, excess electricity or other parties utilities and any overtime HVAC charges related to the Sublet Premises; and (c) beginning on the Commencement Date, such other sums of money as shall become due and payable by Sublessor to the Landlord pursuant to the Lease shall due to the actions or inactions of the Sublessee in default of this Sublease or the Lease. The Base Rent and Additional Rent are collectively be referred to herein hereinafter as the “Total Rent”. Beginning October .” Notwithstanding anything contained herein to the contrary, although Sublessee shall not be required to pay Sublessee’s proportionate share of Operating Expenses until January 1, 20062005, Sublessee shall nevertheless be required to pay for any overtime charges, including, without limitation, electricity and HVAC, or any additional services used by it, as of the Commencement Date. (c) Other than Sublessee’s obligation to pay Sublessee’s share of Operating Expenses, which obligation shall commence as of January 1, 2005, all other Rent shall be paid to Sublessor in advance, on the first (1st) calendar day of each and every calendar month thereafter during throughout the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord commencing on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date. If the Term shall commence or end on a day other than the first day of a month, then the monthly installments of Base Rent for the first and last partial month shall be prorated on a per diem basis. Upon the execution of this Sublease, Sublessee shall pay one monthly installment of Base Rent on account of the first full calendar month of the Term and a prorated monthly installment of Base Rent for any partial month of the Term that may precede such full calendar month, with the first such monthly payment of Rent being due and payable upon the execution and delivery hereof by Sublessee to Sublessor. If Sublessee fails to pay any installment of Rent within ten (10) days after same is due, such unpaid amount shall incur a five (5%) late charge, which term includes without limitation, all Common Area Expenses, utilities, taxes amount shall be immediately due and third party service providers, including but payable to Sublessor. Any sums not limited to landscapers, HVAC repair, elevator service and janitorial services arising after paid as required hereunder shall bear interest from the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect due date until paid in full at a rate equal to the Subleased Premises and lesser of (a) the highest rate announced from time to time as the prime interest rate by The Wall Street Journal plus three (3) percentage points; or (b) the maximum legal rate allowed by law. If Sublessee makes two (2) consecutive payments of Rent which are returned to Sublessor by Sublessee’s financial institution for insufficient funds, Sublessor may require, by giving written notice to Sublessee, that all future payments of Rent shall have all utilities and contracts with Service Providers to the Leased Premises held be made in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility immediately available funds by cashier’s check or Service Provider)by wire transfer. From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment The foregoing is due. Furthermore, and in addition to the foregoing payments set forth aboveany other remedies of Sublessor hereunder, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) at law or in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorequity.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October (a) Commencing on January 1, 20062018, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Sublessee shall pay to Sublessor the following amounts as base rent (the “Base Rent”) during the Term of this Sublease: Dates Annual Base Rent Per Annum Monthly Base Rent Rent Per Square Foot (b) Notwithstanding the foregoing, Sublessee shall make the first payment of Base Rent, together with the security deposit described below, at the time of Sublessee’s execution and delivery of this Sublease to Sublessor. The Base Rent is intended to be absolutely net of any and all other costs and expenses that may be or become due and payable by Sublessor under the Prime Lease (except as otherwise expressly provided in paragraph (c) below), including without right limitation Sublessor’s share of offsetOperating Expenses, the Total Rent due Property Management Fee and Personal Property Taxes payable by Sublessor to Landlord or other third parties Prime Lessor under the Lease andPrime Lease, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor all of which shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all paid by Sublessee as additional rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments Base Rent set forth above, beginning on October 1, 2006 . Base Rent and additional rent shall sometimes be referred to as “Rent” in this Sublease. All Rent shall be due and payable in monthly installments in advance on the first calendar day of each calendar month, without demand, deduction, counterclaim or setoff, except as expressly otherwise provided in this Sublease. Rent for any partial month thereaftershall be prorated and paid on the first day of any partial month. Sublessee shall pay as additional rent for all other expenses for which Sublessor is or would be responsible under the Prime Lease. (c) As additional rent, Subtenant Sublessee shall pay all amounts for which Sublessor is required to pay to Prime Lessor under the Prime Lease in connection with the Sublease Premises (other than the Base Rent due under the Prime Lease and any Additional Rent payable by Sublessor to Prime Lessor pursuant to Section 29.4(f) of the Prime Lease), including without limitation Sublessor’s share (as determined under the Prime Lease) of Operating Expenses, the Property Management Fee and Personal Property Taxes. In addition to the Base Rent and additional rent, Sublessee agrees to pay to Sublessor without right of offsetall Sublessee Surcharges (as hereinafter defined) as further additional rent hereunder as hereinafter provided. As used herein, the amount of $4,128.01 term “Sublessee Surcharges” shall mean any and all amounts which amount reflects the monthly repayment of Basic Annual Rent paid become due and payable by Sublessor during to the months Prime Lessor under the Prime Lease, and which would not have become due and payable but for the acts and/or failures to act of August and September (collectively referred to herein as the “Rent Advance”). In the event Sublessee under this Sublease terminates or which are otherwise attributable to the Sublease Premises, including, but not limited to: (i) any increases in the Prime Lessor’s fire, rent or other insurance premiums resulting from any act or omission of Sublessee, and (ii) any additional rent or charges under the Prime Lease payable by Sublessor on account of any other additional service as may be provided for or on behalf of Sublessee under the Prime Lease, or with the consent of the Prime Lessor, and (iii) the reasonable charges for any services that may be provided for Sublessee or the Sublease Premises hereunder where a separate charge is provided for. Sublessee shall pay any Sublessee Surcharge within thirty (30) days after the presentation of a statement therefor by the Sublessor to Sublessee, provided that all payments of additional rent shall in any event be made to Sublessor (or, if Sublessor directs in writing, to Prime Lessor) no later than five (5) business days prior to the expiration of date on which the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for same will become due under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorPrime Lease.

Rent. During the Lease Term, Tenant shall pay Rent for the Premises to Landlord in accordance with the schedule set forth immediately below: *The Rent payable during each of the first three (3) full calendar months of the Lease Term is actually One Hundred Seventy-five Thousand Four Hundred Seventy-five and 70/100 Dollars ($175,475.70) per month; however, Landlord agrees that such monthly Rent during the first three (3) full months (not including any partial month included in the first month of the Lease Term if the Commencement Date is not the first day of a month) of the Lease Term shall be abated so long as there is no Default by Tenant beyond any applicable notice and cure period for which Landlord terminates this Lease in accordance with its terms as a result thereof. In the event there is a Default by Tenant beyond any applicable notice and cure period for which Landlord terminates this Lease in accordance with its terms as a result thereof, then the un-amortized portion of Basic Annual the abated Rent, all Common Area Expenses and, if applicable, Converted Amount (as defined in the following grammatical paragraph) (which abated Rent and all other Converted Amount shall be amortized over a period of eighty-seven (87) months) shall become immediately due and payable following written demand of Landlord and Landlord shall be entitled to include such un-amortized portion of the abated Rent and Converted Amount in the amount of rentals that it is otherwise entitled to recover from Tenant under Paragraph 14.2.1; provided, however, that Landlord shall not be entitled to recover such unamortized abated Rent and Converted Amount to the extent that such recovery would be duplicative of amounts and expenses considered “additional rent” or that Landlord is otherwise due Landlord or other parties entitled to recover pursuant to California Civil Code §1951.2 and/or §1951.4, as applicable. Tenant’s obligation under this Lease to pay Tenant’s percentage share of Operating Expenses shall commence as of the Commencement Date of this Lease (or, if applicable, the commencement of the Beneficial Occupancy Period described in Paragraph 3.4 below) and shall collectively not be referred conditionally abated as provided above. Tenant shall have the one-time right, upon written notice (“Conversion Notice”) given to herein Landlord on or before the Commencement Date (time being of the essence), to “convert,” as contemplated in this grammatical paragraph below, a portion of the abated Rent described in the immediately-preceding grammatical paragraph, in an amount not to exceed One Hundred Eighty Thousand Dollars ($180,000.00) (such amount being the “Total RentConverted Amount Maximum”), to defray any Change Order Costs and/or the cost of performing any Extra Work (both as defined in the Improvement Agreement attached hereto as Exhibit C (the “Improvement Agreement”)). Beginning October 1The amount that Tenant elects to convert, 2006if any, shall be set forth in the Conversion Notice (any such amount, subject to the Converted Amount Maximum, being the “Converted Amount”). If Tenant timely delivers a Conversion Notice in accordance with the terms and conditions of this grammatical paragraph above, then: (A) the Converted Amount shall be made available by Landlord to defray any Change Order Costs and/or the costs associated with any Extra Work; and (B) the last occurring installment(s) of abated base Rent shall be reduced, subject to any applicable proration, by the amount equal to the Converted Amount. Solely for purposes of illustration, if Tenant elects to use the Converted Amount Maximum, then: (x) Tenant shall be deemed to have converted the entire third installment of abated base Rent (i.e., One Hundred Seventy-five Thousand Four Hundred Seventy-five and 70/100 Dollars ($175,475.70)), and a portion of the second installment of abated base Rent, in an amount equal to Four Thousand Five Hundred Twenty-four and 30/100 Dollars ($4,524.30); (y) the abated base Rent shall be reduced by such Converted Amount; and (z) Tenant shall pay, on the first (1st) calendar day of every the third full calendar month thereafter during of the Lease Term, Subtenant (i) the monthly installment of Rent due and owing for the third full calendar month of the Lease Term (i.e., One Hundred Seventy-five Thousand Four Hundred Seventy-five and 70/100 Dollars ($175,475.70)), plus (ii) the amount of Four Thousand Five Hundred Twenty-four and 30/100 Dollars ($4,524.30), with the result that the monthly installments of base Rent shall be abated for only the first full calendar month, and a portion of the second full calendar month (but no portion of the third full calendar month) of the Lease Term. Concurrently with the execution of this Lease, Tenant shall pay to Sublessor without right Landlord the sum of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor $175,475.70 which shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on credited against the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual full month’s Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpayable hereunder.

Rent. The monthly portion Tenant agrees and covenants to pay Landlord an annual fixed rent in the amount of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered $36,000.00 per year (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Base Rent”), commencing on the Commencement Date. Beginning October 1Base Rent shall be payable in advance, 2006without demand, and on the first (1st) calendar day of every each calendar month in equal monthly installments of $3,000.00 and shall not be increased, abated or diminished except as set forth herein. Beginning on January 1, 2026 and each January 1 of each year thereafter during the Term, Subtenant the amount of Base Rent which shall pay to Sublessor without right be paid during each calendar year shall be increased above the preceding year’s Base Rent by 1.5%. If the Commencement Date is not the first day of offseta calendar month, the Total first month’s Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1prorated, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after be payable on the Commencement Date. In addition, which term includes without limitation, all Common Area Expenses, utilities, taxes Base Rent for the first full month of the Term shall be payable on the Commencement Date. Tenant shall also pay to Landlord such “Additional Rent” as described in Article 12 hereof. The Base Rent and third party service providers, including but not limited the Additional Rent are hereinafter collectively referred to landscapers, HVAC repair, elevator service and janitorial services arising as the “Rent.” In the event that Tenant fails to make any payment of Rent within five (5) days after the Commencement Date (collectivelysame becomes due, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and then in addition to all rights, powers and remedies provided herein, by law or otherwise in the foregoing payments set forth abovecase of nonpayment of Rent, beginning on October 1, 2006 Landlord shall be entitled to recover from Tenant and on the first calendar day of each calendar month thereafter, Subtenant ▇▇▇▇▇▇ agrees to pay to Sublessor Landlord, on demand, a late payment charge equal to $250.00. This is a net lease and the Rent shall be paid without right of offsetnotice, demand, setoff, counterclaim, deduction or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Termparties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, Subtenant shall remain obligated to pay Sublessor the unamortized portion of that the Rent Advanceshall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, except as otherwise expressly provided herein. Time It is the purpose and intent of Landlord and Tenant that the essence with the payments called for Rent payable under this Sublease and Subtenant Lease be absolutely net to Landlord, such that this Lease shall pay Sublessor all penalties and late fees called yield (on an absolute net basis) the Base Rent specified in this Lease for under the each year of this Lease (owing to Landlord) in the event prorated, as applicable, for any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpartial year).

Rent. The monthly portion Trustee is not obligated to pay any rent under this Site Lease. The consideration to the Site Lessor for the right to use the Leased Property during the Site Lease Term is the deposit of Basic Annual Rentproceeds of the Series 2017J Certificates into the Project Account held by the Trustee under the Indenture to finance the Project of the Site Lessor or a charter school for which the Site Lessor is the Chartering Authority. The provisions of Article IV of this Site Lease are intended to assure that the State or another lessee, all Common Area Expenses sublessee or assignee pays Additional Rent in accordance with the 2017J Lease or an amount equal to the Additional Rent that would have been paid under the 2017J Lease under another instrument executed and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties delivered pursuant to the Lease shall collectively be referred Article IV of this Site Lease. TITLE TO LEASED PROPERTY; ENCUMBRANCES, EASEMENTS, MODIFICATIONS, SUBSTITUTION, DAMAGE, PERSONAL PROPERTY Title to herein as the “Total Rent”Leased Property. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers Title to the Leased Premises Property shall be held in the name of Subtenant (reflecting Subtenant the Site Lessor, subject to be solely responsible this Site Lease, the 2017J Lease and the Sublease of the Site Lessor or a charter school for which the payment Site Lessor is the Chartering Authority. Limitations on Disposition of and Encumbrances on Leased Property. Except as otherwise permitted in this Article or Article VII or VIII hereof and except for services/utilities rendered said utility Permitted Encumbrances, the Site Lessor shall not sell, assign, transfer or Service Provider). From and after August 1convey any portion of or any interest in the Leased Property or directly or indirectly create, 2006incur or assume any mortgage, Subtenant shall also be responsible for payment of all utilities and Service Providers pledge, lien, charge, encumbrance or claim on or with respect to the Leased Premises Property. Granting of Easements. The Site Lessor shall, at the request of the Trustee or the State consent to grants of easements, licenses, rights‑of‑way and other rights or privileges in the nature of easements with respect to the extent said utilities Leased Property on the same terms and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly in the same manner as the Trustee is required to the provider of said utilities, and provide a copy do so pursuant to Section 7.03 of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor2017J Lease.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant Tenant agrees to pay to Sublessor Landlord at the address set forth in Section of this Lease, or at such other place designated by Landlord, without right of offsetany prior notice or demand and without any set-off or deduction whatsoever except as expressly permitted herein, base rent at the amount of $4,128.01 which amount reflects the initial monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September rate stated in Section (collectively referred to herein as the “Rent Advance”"Monthly Base Rent"). In Monthly Base Rent is subject to adjustment pursuant to Article , and as adjusted is called "Adjusted Monthly Base Rent". Monthly Base Rent and Adjusted Monthly Base Rent shall be paid monthly in advance on the event this Sublease terminates prior to the expiration first day of each month of the Term. Monthly Base Rent and Adjusted Monthly Base Rent shall be prorated for partial months within the Term. All charges, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease costs and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment sums required to be paid by Subtenant is late. In addition, any payment Tenant to Sublessor due and owing Landlord under this Sublease Lease, in addition to Monthly Base Rent and Adjusted Monthly Base Rent, shall be considered additional rent, and Monthly Base Rent, Adjusted Monthly Base Rent and Additional Rent shall be collectively called "Rent". Notwithstanding anything contained herein to the contrary Rent (including any so-called free rent periods) shall not begin to accrue until the Landlord's Work is Substantially Complete, as that term is late shall bear interest at the rate provided defined in the Lease from Work Letter. Notwithstanding any provision hereof to the date said payments are contrary, Tenant shall not pay Monthly Base Rent for the first five months of the Term of this Lease, and shall only pay 48.648% of any Adjusted Monthly Base Rent for the sixth month of the Term of this Lease. Thereafter, Tenant shall pay all Rent sums due until under the date such amounts owing by Subtenant are paid to SublessorTerms of this Lease.

Rent. The monthly portion Tenant agrees and covenants to pay Landlord an annual fixed rent in the amount of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered [$ ] per year (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Base Rent”), commencing on the Commencement Date. Beginning October 1Base Rent shall be payable in advance, 2006without demand, and on the first (1st) calendar day of every each calendar month in equal monthly installments of [$____________] and shall not be increased, abated or diminished except as set forth herein. Beginning on January 1, 2026 and each January 1 of each year thereafter during the Term, Subtenant the amount of Base Rent which shall pay to Sublessor without right be paid during each calendar year shall be increased above the preceding year’s Base Rent by 1.5%. If the Commencement Date is not the first day of offseta calendar month, the Total first month’s Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1prorated, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after be payable on the Commencement Date. In addition, which term includes without limitation, all Common Area Expenses, utilities, taxes Base Rent for the first full month of the Term shall be payable on the Commencement Date. Tenant shall also pay to Landlord such “Additional Rent” as described in Article 12 hereof. The Base Rent and third party service providers, including but not limited the Additional Rent are hereinafter collectively referred to landscapers, HVAC repair, elevator service and janitorial services arising as the “Rent.” In the event that Tenant fails to make any payment of Rent within five (5) days after the Commencement Date (collectivelysame becomes due, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and then in addition to all rights, powers and remedies provided herein, by law or otherwise in the foregoing payments set forth abovecase of nonpayment of Rent, beginning on October 1, 2006 Landlord shall be entitled to recover from Tenant and on the first calendar day of each calendar month thereafter, Subtenant ▇▇▇▇▇▇ agrees to pay to Sublessor Landlord, on demand, a late payment charge equal to $250.00. This is a net lease and the Rent shall be paid without right of offsetnotice, demand, setoff, counterclaim, deduction or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Termparties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, Subtenant shall remain obligated to pay Sublessor the unamortized portion of that the Rent Advanceshall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, except as otherwise expressly provided herein. Time It is the purpose and intent of Landlord and Tenant that the essence with the payments called for Rent payable under this Sublease and Subtenant Lease be absolutely net to Landlord, such that this Lease shall pay Sublessor all penalties and late fees called yield (on an absolute net basis) the Base Rent specified in this Lease for under the each year of this Lease (owing to Landlord) in the event prorated, as applicable, for any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpartial year).

Rent. The monthly portion 3.01. Tenant covenants and agrees to pay to Landlord, in lawful money of Basic Annual the United States, at the address specified above or such other place as Landlord shall designate by written notice to Tenant, during the aforesaid term, a fixed rent ("Net Rent") in the amounts set forth in Exhibit 3.01. 3.02. This is a "net, all Common Area Expenses net, net lease". It is the purpose and all other amounts intent of Landlord and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant Tenant that this is an absolute triple net lease, that the Net Rent shall be net to Landlord, so that the Lease shall collectively yield, net, to Landlord, the Net Rent specified in Section 3.01 of this Article 3 in each year during the term of this Lease and that all costs, expenses and obligations of every kind and nature whatsoever in connection with or relating to the Property shall be referred to herein the obligation of Tenant and shall be paid by Tenant, except as may be expressly set forth otherwise herein. 3.03. Net Rent shall be paid for the “Total Rent”period beginning on the Commencement Date and ending on the Expiration Date. Beginning October 1, 2006, and Net Rent shall be paid in equal quarterly installments each in advance on the first (1st) calendar day of each and every calendar month thereafter during the Termquarter beginning July 1, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor 2005 and shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August readjusted annually commencing January 1, 2006. Subtenant The Net Rent shall pay said utilities directly be paid to the provider of said utilitiesLandlord promptly when due without notice or demand therefor, and provide a copy without any abatement, deduction or set-off for any reason whatsoever (except as may be expressly set forth otherwise herein.). 3.04. Tenant will also pay to Landlord promptly when due, in lawful money of the utility payment United States at the address specified above or such other place as Landlord shall designate by notice to Sublessee Tenant, without notice or demand therefor and without any abatement, deduction or set-off for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments any reason whatsoever (except as may be expressly set forth aboveotherwise herein), beginning on October 1as additional rent (the "Additional Rent"), 2006 all sums, Impositions (as defined in Section 4.01 hereof), costs, expenses and on other payments which Tenant, under any of the first calendar day provisions of each calendar month thereafter, Subtenant this Lease assumes or agrees to pay or which shall become due and payable from Tenant to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September Landlord under this Lease (collectively referred to herein as the “Rent Advance”other than Net Rent). 3.05. In the event this Sublease terminates prior any quarterly installment of Net Rent or any payment of Additional Rent is not received by the Landlord within ten (10) days after the day when due, a one-time late fee equal to the expiration calculation of late fee provided in any first mortgage loan secured against the Property, and if no such first mortgage loan late fee calculation exists, then 5% of the Term, Subtenant amount due shall remain obligated to pay Sublessor be due and payable until the unamortized portion full amount of the Net Rent Advanceinstallment or Additional Rent payment is received by Landlord. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) In addition, in the event any quarterly installment of Net Rent or any payment required of Additional Rent is not received by Landlord within ten (10) days after the day when due, such payment shall bear Interest (as defined in Section 32.25 in this Lease) from such tenth day until paid. 3.06. If the Commencement Date occurs on a day other than the first day of a quarter, the Net Rent for such partial calendar month shall be prorated and paid on the Commencement Date. Any apportionments or prorations of Net Rent or Additional Rent to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing made under this Sublease that is late Lease shall bear interest be computed on the basis of a 365-day year. 3.07. No payment by Tenant or receipt or acceptance by Landlord of an amount other than the correct Net Rent or Additional Rent shall be deemed to be anything other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at the rate provided in the Lease from the date said payments are due until the date such amounts owing law or equity provided. 3.08. Tenant shall pay Net Rent and Additional Rent as above and as herein provided, by Subtenant are paid to Sublessorwire transfer or good and sufficient check.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. A. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited Lessee agrees to landscapers, HVAC repair, elevator service and janitorial services arising after pay via wire transfer the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect Base Rent set forth in Section 1(I) to the Subleased Premises and shall have all utilities and contracts with Service Providers to Prime Lessor specified in Section 1(D), at the Leased Premises held address specified in the name of Subtenant (reflecting Subtenant Prime Lease, or to such other payee or at such other address as may be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From designated by notice in writing from Prime Lessor to Lessee and after August 1Lessor, 2006, Subtenant shall also be responsible for payment of all utilities without prior demand therefor and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments except as expressly set forth abovein this Sublease, beginning on October 1without any deduction, 2006 and setoff or abatement whatsoever. Base Rent shall be paid in equal monthly installments in advance on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant except that the first installment of Base Rent shall remain obligated be paid by Lessee to pay Sublessor the unamortized portion Prime Lessor upon execution of this Sublease by Lessee. Lessee shall provide Lessor with written proof of the timely payment of Rent Advance. Time is of the essence with the payments called for under this Sublease within three (3) business days after the payment of such sums are due and Subtenant payable. Base Rent shall pay Sublessor all penalties be pro-rated for partial months at the beginning and late fees called for under end of the Lease (owing to Landlord) in the event any payment Term. All charges, costs and sums required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing Lessee under this Sublease that in addition to Base Rent shall be deemed "Additional Rent," and Base Rent and Additional Rent shall hereinafter collectively be referred to as "Rent." Except as may be otherwise provided herein, Lessee's covenant to pay Rent shall be independent of every other covenant in this Sublease. B. If Rent is late not paid when due, which failure is not cured within three (3) days after written notice thereof by Lessor to Lessee, such delinquent Rent shall thereafter bear interest at the rate provided of twelve percent (12%) per annum. In addition, if any installment of Base Rent or Additional Rent is not paid when due, which failure continues for ten (10) days, a late charge equal to five percent (5%) of such overdue amount or Two Hundred Fifty and No/100 Dollars ($250.00), whichever is greater, shall be due and payable. Lessee acknowledges that such late charge represents a fair and reasonable estimate of the administrative costs Lessor will incur by reason of late payments by Lessee. The provisions of this Section providing for the assessment of interest and/or a late charge shall not be deemed to authorize or grant to Lessee an option for the late payment of Base Rent or Additional Rent and shall not prevent Lessor from exercising the rights and remedies available to Lessor in the Lease event of delinquent payments. C. In addition to the Base Rent and Additional Rent payable under this Sublease, Lessee shall pay to Prime Lessor, upon receipt of invoices with supporting documentation from Prime Lessor, together with its installments of Base Rent and Additional Rent, as applicable, an amount equal to any governmental sales, rental, occupancy, excise, use or transaction privilege taxes assessed upon Lessor with respect to the date said payments are due until the date such amounts owing paid by Subtenant are paid Lessee to SublessorPrime Lessor under this Sublease. Lessee shall indemnify, defend and hold Lessor harmless for, from and against any and all claims, demands, losses, liabilities and expenses (including reasonable attorneys' fees) arising from or relating to a breach or default of Lessee's obligations hereunder.

Rent. 3.1. The monthly rent ("Rent") payable during the Term under this Sublease shall consist of the following: (a) base rent ("Base Rent") in an amount equal to the percentage calculated by dividing the Master Office Subleased Area by the square footage of the total space leased by Sublessor pursuant to the Master Office Lease (the "Master Office Lease Percentage") of any minimum rent, increases in minimum rent and any other fees, charges and amounts payable by Sublessor, as tenant, to Landlord pursuant to Section 3 of the Master Office Lease, and the percentage calculated by dividing the Master Storage Subleased Area by the square footage of the total space leased by Sublessor pursuant to the Master Storage Lease (the "Master Storage Lease Percentage") of any minimum rent, increases in minimum rent and any other fees, charges and amounts payable by Sublessor, as tenant, to Landlord pursuant to Section 2 of the Master Storage Lease (the term "Sublease Percentage" shall hereinafter be used to collectively refer to (i) the Master Office Lease Percentage with respect to that portion of Basic Annual the Premises being leased by Sublessor pursuant to the Master Office Lease, and (ii) the Master Storage Lease Percentage with respect to that portion of the Premises being leased by Sublessor pursuant to the Master Storage Lease), which amounts described in this Section 3.1(a) shall be payable and calculated on a monthly basis and shall be payable by Sublessee to Sublessor. In the event that the size of the premises leased by Sublessor pursuant to the Master Office Lease and/or the size of the premises leased by Sublessor pursuant to the Master Storage Lease are expanded, decreased or otherwise altered, the Master Office Lease Percentage and the Master Storage Lease Percentage (as applicable) shall be recalculated as follows: (i) with respect to any alteration in the size of the premises leased by Sublessor pursuant to the Master Office Lease, by dividing the Master Office Subleased Area by the square footage of the total space leased by Sublessor pursuant to the Master Office Lease as so altered, and (ii) with respect to any alteration in the size of the premises leased by Sublessor pursuant to the Master Storage Lease, by dividing the Master Storage Subleased Area by the square footage of the total space leased by Sublessor pursuant to the Master Storage Lease as so altered; (b) additional rent ("Additional Rent") in an amount equal to (i) the Sublease Percentage of Tenant's Share of Taxes and Operating Expenses (as such term is defined in the Master Leases), all Common Area Expenses payable and calculated at such times, in the manner and in accordance with the terms and provisions of Section 4 of the Master Office Lease and Section 14 of the Master Storage Lease, including, without limitation, payment of the Sublease Percentage of Tenant's Estimated Share (as such term is defined in the Master Leases) on the first day of each calendar month, (ii) The Sublease Percentage of any and all other amounts and expenses considered “additional rent” or otherwise due sums payable by Sublessor to Landlord or other parties pursuant to under the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006Master Leases, and (iii) any and all other sums payable by Sublessee to Sublessor under this Sublease. 3.2. Base Rent shall be payable by Sublessee on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterin an amount, Subtenant agrees calculated in accordance with Section 3.1(a) above. Additional Rent shall be payable by Sublessee at such times provided for under Section 3.1(b) above. The Base Rent and Additional Rent shall be paid by Sublessee to Sublessor at the office of Sublessor set forth above or such other place as Sublessor may designate, without prior notice or demand therefor and without any abatement, deduction or setoff. Sublessor may at any time and from time to time by notice direct Sublessee to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized all or any portion of the Base Rent Advanceand Additional Rent described in Section 3.1 on Sublessor's behalf directly to the Landlord at such address as Sublessor may at any time and from time to time direct. 3.3. Time is Sublessee shall pay all Rent when due, in lawful money of the essence with United States which shall be legal tender for the payments called for under this Sublease payment of all debts, public and Subtenant shall pay Sublessor all penalties and late fees called for under private, at the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is latetime of payment. In addition, any payment to Sublessor All sums due and owing under this Sublease that is late payable as Rent shall from and after three (3) days of the due date thereof bear interest at the higher of (i) 5% above the prime rate provided published in the Lease Wall Street Journal, if available (and if not available, then such comparable substitute rate as may be selected by Sublessor), from time to time, and (ii) the date said payments are maximum legal rate of interest permitted from time to time under law to be charged, provided, however, that no further interest shall be payable upon such interest. All interest accrued under this subsection as hereinabove provided shall be deemed to be Additional Rent payable hereunder and due until at such time or times as the date rent with respect to which such amounts owing by Subtenant are paid to Sublessorinterest shall have accrued shall be payable under this Sublease.

Rent. The monthly portion of Basic Annual Rent(a) During each Fiscal Year, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Tenant shall pay to Sublessor without right Landlord the Base Rent and Additional Rent in accordance with the terms of offsetthis Lease. (b) For so long as an Affiliate of Landlord owns, the Total Rent due directly or indirectly, an equity interest in Tenant, Tenant shall pay to Landlord or other third parties under the Lease andBase Rent and Additional Rent out of Income After Debt Service, to the extent received from Subtenantof Available Cash, Sublessor shall remit same in accordance with the priority of distribution set forth in Section 18.4 of the Partnership Agreement for the applicable Fiscal Year. To the extent that there is insufficient Income After Debt Service to pay to Landlord on all or before the date any portion of Base Rent or Additional Rent for a Fiscal Year, such rental payments are due. Sublessor Base Rent or Additional Rent or portion thereof shall not be deemed earned or payable with respect to such Fiscal Year, and shall not be curried forward to any subsequent Fiscal Year. (c) If an Affiliate of Landlord does not own, directly or indirectly, an equity interest in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1Tenant, 2006 and September 1, 2006, Subtenant Tenant shall pay to SublessorLandlord the Base Rent and Additional Rent out of Income After Debt Service, without right of offset, all rent considered “additional rent” pursuant to the Lease extent of Available Cash, in accordance with the priority of distributions and the other provisions set forth in Schedule 4.1 hereto for the applicable Fiscal Year, except that the amount of debt service that shall be deducted when computing Income After Debt Service and the amount of Capital Investment for each Partner used for calculating the Priority Returns before any payment of Additional Rent shall each be determined as follows: (A) the ratio of secured debt to Non-Affiliated Lenders to total capital contributions plus secured debt to Non-Affiliated Lenders and loans provided by the Partners shall be determined on the last day of the most recently completed Fiscal Year prior to the date on which an Affiliate of Landlord no longer owned, directly or indirectly, an equity interest in Tenant; (B) on each date on which Income After Debt Service is determined for purposes of distributions in accordance with Schedule 4.1 hereto, a deemed amount of secured debt and a deemed amount of capital contributions shall be determined by adding together with all other amounts due under the Lease actual amount of secured debt to Landlord or other third parties arising after Non-Affiliated Lenders, the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes actual amount of loans provided by Partners and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date actual amount of capital contributions (collectively, “Service ProvidersTotal Financing”), in each case as of such date, and then multiplying such Total Financing by the ratio determined pursuant to (A) above; (C) the amount of deemed debt service to be used solely for purposes of determining Income After Debt Service shall then be calculated by multiplying the then existing interest rate of the actual secured debt to Non-Affiliated Lenders by the deemed amount of such secured debt determined pursuant to (B) above, which amount shall not exceed one hundred ten (110%) percent of the interest payments paid during the most recently completed Fiscal Year prior to the date on which an Affiliate of Landlord no longer owned, directly or indirectly, an equity interest in Tenant; and (D) the amount of deemed capital contributions to be used solely for purposes of calculating the priority return on Capital Investment for each Partner set forth in subparagraph (a)(v) of Schedule 4.1 before any payment of Additional Rent shall be Total Financing minus the deemed amount of secured debt determined pursuant to (B) above. Prior To the extent that there is insufficient Income After Debt Service (as determined pursuant to August 1this Section 4.1(c)) to pay to Landlord all or any portion of the Base Rent or Additional Rent for a Fiscal Year, 2006, Subtenant such Base Rent and such Additional Rent or portion thereof shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers not be deemed earned or payable with respect to the Subleased Premises such Fiscal Year, and shall have all utilities and contracts with Service Providers not be carried forward to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorsubsequent Fiscal Year.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other Lessee shall pay Base Rent in the amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to at the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments times set forth above, beginning on October 1, 2006 in Exhibit B. The Lessee agrees and on acknowledges that Exhibit B may be amended at any time: (i) to reamortize the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) Principal Component in the event moneys are transferred from the Acquisition Fund upon completion of the Project and applied to the prepayment of lease Principal; or (ii) upon any payment required other partial prepayment of the Purchase Price. If the Lessor determines that an amendment to Exhibit B is appropriate, CoLT will mail to the Lessee a revised Exhibit B (identified by date or other means), by first class mail, postage prepaid. Said amendment will become effective and will for all purposes become a part of this Lease and will reflect Base Rent to be paid by Subtenant the Lessee for subsequent periods (unless Exhibit B is latefurther amended as provided in this Section) upon the earlier of the acknowledgment thereof by the Lessee or automatically on the next payment date set forth in the revised Exhibit B. The Lessee will pay Additional Rent within fifteen (15) days after a written request therefor is mailed to the Lessee by or on behalf of the Lessor. In addition, any payment to Sublessor due and owing under this Sublease Any Lease Payment that is late not paid when due shall bear interest thereon at the rate provided in Late Payment Rate. To the extent the Lessor advances any funds for the payment of any amounts due hereunder or to cure any Event of Default hereunder, the Lessee shall immediately reimburse the Lessor therefore with interest accrued on such amount at the Late Payment Rate. Amounts due pursuant to this paragraph will be deemed to be Additional Rent due and payable when incurred and without further written demand therefor. Each Lease Payment will be applied to amounts then due and payable: (i) first to the Interest Component of Base Rent, (ii) second to the Principal Component of Base Rent, (iii) third to Additional Rent, and (iv) fourth to the components of Base Rent that are not Interest Component or Principal Component. This Lease will be deemed and construed to be a "net lease," and the Lessee will pay absolutely net during the Lease Term, the Lease Payments and all other payments required hereunder, free of any deductions, and without abatement, deduction or set-off (other than credits against Lease Payments expressly provided for in this Lease). Notwithstanding any dispute between Lessee and Lessor or a dispute between Lessee and any Project related vendors, Lessee shall make all Lease Payments when due and shall not withhold any Lease Payments pending final resolution of such dispute nor shall Lessee assert any right of set-off or counterclaim against its obligations to make such payments required under this Lease. Lease Payments shall be payable to the Disbursing Agent at the place set forth in Exhibit B or at such other place as the Disbursing Agent may from the date said payments are due until the date such amounts owing by Subtenant are paid time to Sublessortime designate in writing.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”5.1. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, Sublandlord during the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such Sublease Term as base rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under Building the Lease if said following monthly amounts, which monthly amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held paid in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and advance on the first calendar day of each calendar month thereafter(“Base Rent”): Months 1-4: $33,250.00 NNN per month Months 4-12: $66,500.00 NNN per month Months 13-24: $68,495.00 NNN per month Months 25-36: $70,549.85 NNN per month Months 37-48: $72,666.35 NNN per month 5.2. If the Sublease Term commences on a date other than the first day of a calendar month, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and then Subtenant shall pay Sublessor all penalties Base Rent for the fractional month on a per diem basis (calculated on the basis of a thirty (30) day month) until the first day of the month, and late fees called for under thereafter the Lease (owing to Landlord) Base Rent shall be paid in equal monthly installments on the event any payment required first day of each and every month in advance. All sums to be paid by Subtenant to Sublandlord, including without limitation Base Rent, shall be paid in lawful money of the United States of America, shall be paid without deduction or offset, prior notice or demand, and shall be paid to Sublandlord via wire transfer pursuant to written instructions that Sublandlord shall deliver to Subtenant. No measurement of the Building after the execution of this Sublease shall alter any amount payable hereunder by Subtenant, including the Base Rent. 5.3. Subtenant acknowledges and agrees that this is latean absolute triple net lease to Sublandlord, and that Subtenant shall pay Additional Rent to Sublandlord during the Sublease Term, in addition to the Base Rent. In additionAdditional Rent shall include without limitation— 5.3.1. All sums (excluding Base Rent) payable by Sublandlord to Landlord pursuant to the Master Lease with respect to the Building during the Sublease Term, including without limitation Lease Agreement Sections 4.2 and 4.4, but excluding (i) any payment such sums imposed by Landlord under the Master Lease to Sublessor the extent due to any breach of the Master Lease committed or caused by Sublandlord and owing not caused by a breach of Subtenant’s obligations under this Sublease and (ii) any amounts payable under the Lease Amendment; and 5.3.2. All charges, costs and expenses that Subtenant is required to pay hereunder, together with all late shall bear interest at the rate provided charges, interest, costs and expenses including attorney fees that may accrue thereto in the Lease from the date said payments are event of Subtenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Sublandlord may incur by reason of Subtenant’s default or breach of this Sublease. 5.4. Subtenant acknowledges that amounts due until the date such amounts owing as Additional Rent may be billed to and payable by Subtenant are paid to Sublessorin accordance with the provisions of Lease Agreement Section 4.2. 5.5. In the event of Subtenant’s non-payment of Base Rent or Additional Rent, Sublandlord shall have all rights and remedies allowed by law.

Rent. 1.01. Tenant shall pay the basic annual rent and additional rent as above and as hereinafter provided. Tenant agrees to pay said basic annual rent in equal monthly installments in advance on the first day of each calendar month during said term, together with all additional rent, including, without limitation, Special Additional Rent, and other charges due or payable under this Lease, in lawful money of the United States, at the office of Landlord or such other place in the United States of America as Landlord may designate, without any setoff, deduction or abatement whatsoever, except as expressly provided otherwise in this Lease. At Landlord's option such payments shall be made by wire transfer of immediately available Federal funds to such account as Landlord shall designate in writing to Tenant. The monthly individual dates on which this Lease commences on a particular portion of Basic Annual Rentthe premises hereby demised or, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant from time to time, to be hereafter included under the Lease demise of this Lease, shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder "Commencement Date" for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July particular portion of the Total Rentdemised premises to which it relates. On The Commencement Date for any particular portion of the demised premises shall be the date that Landlord tenders delivery of possession of such space (on a floor by floor basis) to Tenant in the Access Condition, as such term is defined in Exhibit H or before August 1the date upon which Landlord would have tendered delivery of possession of such portion of the Premises in the Access Condition but for any Tenant Delays (as such term is defined in Section 31.03 hereof). Subject to the provisions of Section 31.03 hereof, 2006 the basic annual rent and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes including without limitation, all Common Area Expenses, utilities, taxes those payable under Articles 28 and third party service providers, including but not limited 29 hereof required to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers be paid by Tenant hereunder with respect to the Subleased Premises and demised premises shall have all utilities and contracts with Service Providers commence on May 1, 1997 (the "Rent Commencement Date"). If Tenant shall occupy any portion of the demised premises prior to the Leased Premises held Rent Commencement Date for the purpose of testing and operating Tenant's equipment therein (but not for the conduct of Tenant's business) Tenant shall pay all electricity charges in respect of such floors, other than electricity needed for the name operation of Subtenant construction equipment. If Tenant shall occupy any portion of the demised premises prior to the Rent Commencement Date for the conduct of Tenant's business, then Tenant shall pay all charges which would be payable by Tenant under this Lease (reflecting Subtenant other than basic annual rent and Special Additional Rent) in respect only of such space as if the Rent Commencement Date had occurred. The additional rent payable on the demised premises shall commence on the earlier of the (i) Rent Commencement Date or (ii) the occupancy by Tenant of each such particular portion for business purposes, it being understood and agreed that occupancy of any portion of any floor of the demised premises by Tenant for business purposes shall be, and be deemed to be, occupancy by Tenant of the entire floor (or the portion thereof leased by Tenant as the case may be), it being further agreed that the performance of the Additional Work only shall not be deemed to be solely responsible occupancy for business purposes and that the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy use of the utility payment second (2nd) floor of the Building (Tenant's technology floor) by Tenant solely for testing of its equipment and parallel processing of information and associated technology rooms on other floors, including, without limitation, any intermediary distribution rooms, shall not be deemed to Sublessee be occupancy for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)such business purpose. In the event the Rent Commencement Date for the demised premises occurs on other than the first day of the month, the basic annual rent and additional rent, attributable to the demised premises for the month in which the Rent Commencement Date occurs, shall be prorated on the basis of a three hundred sixty-five (365) day year with the actual number of days in the month. 1.02. The basic annual rent set forth above has been calculated on the basic assumption that the basic annual rent on a rentable square foot basis for the Pedestal Space would be the same for each rentable square foot of Pedestal Space. However, inasmuch as that is not the case, the basic annual rent for the Pedestal Space (a) shall, for the period commencing on the Rent Commencement Date and ending on September 13, 1999, be in an amount equal to the aggregate of (i) the product obtained by multiplying the agreed number of rentable square feet of Pedestal Space (exclusive of the 6th Floor Space) then included under this Sublease Lease on a rent paying basis as of the date of determination by $15.75 and (ii) the product obtained by multiplying the agreed number of rentable square feet in the 6th Floor Space by $7.00 and (b) shall, from and after September 14, 1999, be determined, or where applicable, redetermined, by (i) dividing the basic annual rent for the Pedestal Space (inclusive of the 6th Floor Space) set forth on page 1 of this Lease for the applicable Lease Year by (ii) 558,616 and then (y) multiplying the quotient of that division (expressed in dollars) by (z) the agreed number of rentable square feet of Pedestal Space (inclusive of the 6th Floor Space) then included under this Lease on a rent paying basis as of the date of the calculation. 1.03. Tenant shall, commencing on the Rent Commencement Date, or if the Rent Commencement Date is not the first day of the month, then on the first day of the next succeeding month, and continuing on the first day of each month thereafter throughout the initial term of this Lease on the Pedestal Space, pay the Special Additional Rent to Landlord. Further, if this Lease terminates or expires prior to the expiration of the Termtwentieth (20th) Lease Year, Subtenant shall remain obligated Tenant shall, on the date of such termination or expiration, pay to pay Sublessor Landlord the unamortized portion Special Additional Rent Payment, as such term is defined in the ▇▇▇▇▇ Letter, as such term is hereinafter defined, relating to the determination of the Special Additional Rent, the Special Additional Rent Advance. Time is of the essence with the payments called for under this Sublease Payment and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorother matters.

Rent. The 5.1 Tenant agrees to pay Landlord as Basic Annual Rent for the Premises the sum set forth in Section 2.1.4, subject to the rental adjustments provided in Article 6 hereof. Basic Annual Rent shall be paid in the equal monthly portion installments set forth in Section 2.1.5, subject to the rental adjustments provided in Article 6 hereof, each in advance on the first day of each and every calendar month during the term of this Lease. 5.2 In addition to Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant Tenant agrees to pay to Sublessor Landlord as additional rent ("Additional Rent") at times hereinafter specified in this Lease (i) Tenant's pro rata share, as set forth in Section 2.1.6, of Operating Expenses as provided in Article 7 and (ii) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including without right limitation any and all other sums that may become due by reason of offsetany default of Tenant or failure on Tenant's part to comply with the agreements, the amount terms, covenants and conditions of $4,128.01 which amount reflects the monthly repayment of this Lease to be performed by Tenant. 5.3 Basic Annual Rent and Additional Rent shall together be denominated "Rent". Rent shall be paid by Sublessor during to Landlord, without abatement, deduction, or offset, except as expressly provided in this Lease, in lawful money of the months United States of August and September (collectively referred America, at the office of Landlord as set forth in Section 2.1.10 or to herein such other person or at such other place as the “Rent Advance”)Landlord may from time to time designate in writing. In the event the term of this Sublease terminates prior Lease ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid at the then current rate for such fractional month. 5.4 It is the intent of the parties that Tenant shall pay its Pro Rata share of all costs and expenses relating to the expiration of Premises unless otherwise expressly provided in this Lease. Any amount or obligation herein relating to the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time Premises which is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required not expressly declared to be paid that of Landlord shall be deemed to be an obligation of Tenant to be performed by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest Tenant at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorTenant's expense.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and Commencing on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Phase 1/2 Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with in respect to of the Subleased Phase 1 Premises and shall have all utilities the Phase 2 Premises) and contracts with Service Providers to the Leased Premises held Phase 3 Rent Commencement Date (in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy respect of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterPhase 3 Premises), Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior set forth in Section 1.10 to the expiration Payee specified in Section 1.11, via wire transfer, in immediately available funds, using the instructions set forth on Exhibit F or to such other payee or at such address as may be designated by notice in writing form from Sublandlord to Subtenant, without prior demand therefor and without any set-off, deduction or abatement whatsoever, except as otherwise expressly permitted hereunder or under the Prime Lease. Basic Rent shall be paid in equal monthly installments in advance on the first day of each month of the Term, Subtenant . Basic Rent shall remain obligated to pay Sublessor be pro-rated for partial months at the unamortized portion beginning and end of the Rent AdvanceTerm. Time is of the essence with the payments called for under this Sublease All charges, costs and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment sums required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing Sublandlord under this Sublease in addition to Basic Rent shall be deemed “Additional Rent”, and Basic Rent and Additional Rent shall hereinafter collectively be referred to as “Rent”. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. If any check tendered by Subtenant in payment of Rent, it shall be subject to collection; and, if the same is dishonored upon presentment for payment, Sublandlord, in addition to all other rights and remedies contained in this Sublease, may assess a dishonor charge of Fifty Dollars ($50.00); and Sublandlord shall thereafter have the right to insist that all of Subtenant’s further payments be made by wire transfer or certified check. If Subtenant fails to pay any Basic Rent or any Additional Rent within five (5) calendar days of the time it is late due and payable, then such unpaid amounts shall bear interest from the due date thereof to the date of payment at the rate provided in of thirteen percent (13%) per annum. Subtenant shall pay the Lease from first monthly installment of Basic Rent (which shall be credited against the date said payments are Basic Rent due until and payable on the date such amounts owing by Subtenant are paid Phase 1/2 Rent Commencement Date) on or prior to Sublessorthe Phase 1 Tender Date.

Rent. The monthly portion of Basic Annual ‌ 4.1. Beginning on the Effective Date and continuing through the Initial Term, Tenant shall pay to Landlord the following amounts as rent (the “Initial Rent”): (a) a sum per month to pay (1) amounts, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due including those already incurred by Landlord or other parties pursuant prior to the Lease shall collectively be referred Effective Date evidenced by written invoices and approved by Landlord, incurred in the planning or design of the Project including without limitation, architects’, engineers’, planners’, attorneys’ and other professionals’ fees, (2) costs related to herein as developing the “Total Rent”Final Construction Drawings; (3) 20% of such invoiced amounts paid to Landlord to reimburse Landlord’s staff time (including staffing the Design Committee and coordinating work of the architects, engineers and other professionals), administrative costs and overhead, not to exceed 4.2. a. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter Commencement Date and continuing during the Term, Subtenant Tenant shall pay to Sublessor without right of offset, Landlord rent in the Total Rent due to Landlord or other third parties under amount per month that will match the Lease and, amortization schedule for the Bonds (corresponding to the extent received from SubtenantBond Term as defined above) as provided by the USDA, Sublessor shall remit same to Landlord or as provided by bond counsel on the Bonds based on the Bond Term and the interest rate and other information provided by the USDA in its approval of the financing, or before as otherwise provided by bond counsel if the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts Bonds are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” issued pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date USDA rural development program (collectively, “Service ProvidersBase Rent”). Prior In no event shall the amount of the Base Rent payable on any date be less than, or exceed, the aggregate amount of principal, interest, reserve replenishment, indemnity, fees, costs and expenses required to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers be paid or prepaid on such date with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers Bonds, according to the Leased Premises held their tenor or as otherwise specified in the name Bond Resolution. The obligation of Subtenant (reflecting Subtenant Tenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant pay Base Rent shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and commence on the first calendar day Commencement Date. To secure the performance of each calendar month thereafter, Subtenant agrees its obligation to pay to Sublessor without right of offsetBase Rent, Tenant shall deposit with the Landlord, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Base Rent paid by Sublessor during the months of August at least two (2) days before each Base Rent payment date. The Base Rent and September (collectively Initial Rent are also referred to herein collectively hereinafter as the “Rent AdvanceRent”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.

Rent. The Subtenant shall pay to Sublandlord in monthly portion installments during the Term of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” this Sublease on or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on before the first (1st) calendar day of every calendar month thereafter during the TermTerm Subtenant's Building Share of any and all costs, expenses, claims, liabilities, losses, actions, causes of action, judgments (as such are internally accounted for by Sublandlord) actually incurred in the ownership, use, maintenance and/or operation of the Building ("Rent"). The parties agree that the Rent charged to Subtenant shall be consistent with Sublandlord's then current accounting practices, which shall be in conformity with GAAP and shall include Subtenant's share of depreciation for capital expenditures. The terms "Building Share" shall mean a fraction, the numerator of which is the number of rentable square feet within the Subleased Premises, and the denominator of which shall be the total number of rentable square feet within the Building. The parties agree that Subtenant's initial Building Share is equal to 52.70% and Subtenant's Building Share as determined herein shall be modified, based on any increase or decrease in the number of rentable square feet within the Subleased Premises as permitted under this Sublease. The parties also agree that, by way of example only and not of limitation, Exhibit "F" attached hereto shows the parties' initial estimate of Rent for the first year of the Term but such Exhibit shall not limit or define Rent, but is merely an illustration as to the calculation of Rent. If Sublandlord obtains a Replacement, Subtenant shall continue its occupancy of the Subleased Premises (pursuant to Section 2.3) for the period, which ends five (5) years after the Effective Date, and Subtenant shall be responsible for paying the newly calculated Rent, which shall include an additional amount equal to Subtenant's Building Share of the costs incurred in connection with the renegotiation, including, without limitation, interest on Sublandlord's equity investment in the Building, interest on any debt encumbering the campus, attorneys' fees, and any and all other costs and expenses incurred by Sublandlord in connection with such Replacement. Upon completion by Sublandlord of "Sublandlord's Work" described in Exhibit "E" hereto, Sublandlord shall determine the amount of depreciation to be taken thereon monthly during the Term in accordance with Sublandlord's accounting policies, which amount shall be added to the Rent payable hereunder. Sublandlord shall provide notice of such monthly increase in Rent, and thereafter Subtenant shall pay Rent in the amount set forth in Sublandlord's notice. In the event such notice is delivered after the Effective Date, Subtenant shall pay to Sublessor without right of offsetSublandlord, on the Total next date on which Rent is due, such additional Rent due for any month prior to Landlord or other third parties and including the month in which such notice is given. In all cases, Subtenant's obligations under the Lease and, this Section 5.1 shall not include any "accelerated" payments related to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoramortized costs described herein.

Rent. The monthly portion 4.01. Tenant shall pay Landlord in lawful money of Basic Annual Rentthe United States of America, without any setoff or deduction, unless expressly set forth in this Lease, all Common Area Expenses Base Rent and all other amounts and expenses considered “additional rent” or otherwise Additional Rent due Landlord or other parties pursuant to for the Lease shall Term (collectively be referred to herein as the “Total Rent”). Beginning October 1“Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, 2006sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterwithout notice or demand, Subtenant agrees provided that the installment of Base Rent for the first full calendar month of the Term following the Rent Abatement Period, and the first monthly installment of Expense Rent and Tax Rent, shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All payments of Rent shall be made by electronic money transfer in accordance with Landlord’s written instructions regarding the same or by such other means or method of payment as Landlord may direct in writing. Unless otherwise notified in writing by Landlord, all payments of Rent shall be made by ACH transfer to Landlord in accordance with the following: Bank: Citizens Bank, Bank Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Account Name: Equity Commonwealth, ABA Routing #: ▇▇▇▇▇▇▇▇▇, Account #: 1324602233, Reference: 605330. If Tenant does not pay to Sublessor without right of offsetany Rent when due hereunder, Tenant shall pay Landlord an administration fee in the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration 5% of the Termpast due Rent, Subtenant provided that Tenant shall remain obligated be entitled to pay Sublessor a grace period of up to 5 days after delivery of notice from Landlord for the unamortized portion first 2 late payments of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is latea calendar year. In addition, past due Rent shall accrue interest at a rate (the “Interest Rate”) per annum equal to the lesser of (i) 12% per annum and (ii) 4 percentage points above the rate of interest then most recently publicly announced by a federally insured bank selected by Landlord as its “prime rate” or “base rate” (the “Prime Rate”) until paid in full, including after the entry of any judgment. If accrual or payment to Sublessor due and owing under this Sublease that is late shall bear of interest at the rate provided Interest Rate should be unlawful, then the Interest Rate shall be the maximum legal rate. Tenant shall pay Landlord a reasonable fee for any checks returned by Tenant’s bank for any reason. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant and acceptance of any such partial payment shall not be deemed a waiver of Landlord’s right to the full amount due. Rent for any partial month during the Term shall be prorated based on the number of days in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid month. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s covenant to Sublessorpay Rent is independent of every other covenant in this Lease.

Rent. The 7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the Term Commencement Date, the sums set forth in Section 2.3. Base Rent shall be paid in equal monthly portion of Basic Annual Rentinstallments as set forth in Section 2.3, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and each in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term. Notwithstanding the foregoing, Subtenant provided that Tenant is not in Default, Tenant shall pay be entitled to Sublessor without right receive an abatement of offsetBase Rent for months two (2) through seven (7) of the initial Term (the “Base Rent Abatement Period”) in an aggregate amount not to exceed Eight Hundred Fifty-Four Thousand Four Hundred Sixty Six Dollars ($854,466.00) (the “Base Rent Abatement”) (for purposes of clarity, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Tenant shall be responsible for all other Rent due pursuant to the July portion terms of this Lease during the Base Rent Abatement Period). Tenant acknowledges and agrees that the foregoing Base Rent Abatement has been granted to Tenant as additional consideration for entering into this Lease, and for agreeing to pay the Base Rent and perform the terms and conditions otherwise required under this Lease. If Tenant shall be in Default under this Lease, then Tenant’s right to receive the Base Rent Abatement for the Base Rent Abatement Period shall automatically terminate as of the Total date of such Default and Tenant shall immediately be obligated to begin paying Base Rent for the Premises in full; provided, however, that notwithstanding any provision to the contrary set forth in Article 31 of this Lease, in no event shall Tenant be liable to Landlord for any Base Rent abated prior to such Default unless and until this Lease is terminated as a result of a Default by Tenant. Upon any termination of this Lease as a result of a Default by Tenant, Tenant shall be liable to Landlord for all Base Rent abated prior to such Default. Except in connection with an Exempt Transfer, the Base Rent Abatement shall be personal to the original Tenant and shall only apply to the extent that the original Tenant (and not any assignee, or any sublessee or other transferee of the original Tenant’s lease in this Lease) is the Tenant under this Lease during such Base Rent Abatement Period. 7.2. In addition to Base Rent. On or before August 1, 2006 and September 1, 2006, Subtenant Tenant shall pay to SublessorLandlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) amounts related to Insurance Costs and Taxes (each as defined below), (b) the Property Management Fee (as defined below), (c) Operating Expenses (as defined below), (d) all Association Fees and (e) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to SMRH:418641422.8 12 comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without right of abatement, deduction or offset, all rent considered “additional rent” pursuant in lawful money of the United States of America at the office of Landlord as set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the Lease together with all event the Term commences or ends on a day other amounts due under than the Lease to Landlord or other third parties arising after first day of a calendar month, then the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after shall be paid at the Commencement Date (collectively, “Service Providers”)then-current rate for such fractional month. 7.4. Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers Except with respect to the Subleased Premises and Base Rent Abatement provided in Section 7.1 hereof, Tenant’s obligation to pay Rent shall have all utilities and contracts with Service Providers not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Leased Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided in this Lease, any casualty or taking, or (d) except as expressly provided in Section 4.8, any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises held or any part thereof, or to assert any defense in the name nature of Subtenant (reflecting Subtenant constructive eviction to be solely responsible for the payment for services/utilities rendered said utility any action seeking to recover rent. Tenant’s obligation to pay Rent with respect to any period or Service Provider). From and after August 1obligations arising, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers existing or pertaining to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates period prior to the expiration date of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion expiration or earlier termination of the Rent Advance. Time is of the essence Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing respect to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorother period.

Rent. The monthly portion (a) Commencing on the Commencement Date (the “Base Rent Commencement Date”), and thereafter throughout the term of Basic Annual this Lease, Tenant covenants to pay Landlord, without demand therefor and without any setoff, counterclaim, abatement or deduction whatsoever, a net fixed minimum annual rent (herein called the “Base Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant ”) equal to the Lease “Base Rental Rate” (as such term is defined in Schedule C attached hereto and by this reference made a part hereof) from time to time in effect during the term of this Lease. (b) The Base Rent shall collectively be referred to herein as payable commencing on the “Total Rent”. Beginning October 1, 2006, Base Rent Commencement Date and thereafter in equal monthly installments in advance on the first (1st) calendar day of each and every calendar month thereafter during the Termterm of this Lease. If the Base Rent Commencement Date or the last day of the term of this Lease occurs on a day other than the first or last day, Subtenant respectively, of a calendar month, then the Base Rent for the partial calendar month in which the Base Rent Commencement Date or such last day occurs shall pay be a prorated portion (on a per diem basis) of a full monthly installment of Base Rent. (c) It is the purpose and intent of Landlord and Tenant that the Base Rent payable hereunder shall be absolutely net to Sublessor without right of offsetLandlord so that this Lease shall yield, net to Landlord, the Total Base Rent due to Landlord or other third parties under specified herein in each year during the Lease andterm of this Lease. Accordingly, and without limiting the generality of the foregoing, Tenant shall be fully responsible for (and shall timely pay) all costs, expenses and charges of every kind and nature whatsoever relating to the extent received from SubtenantPremises (whether ordinary or extraordinary, Sublessor foreseen or unforeseen) that may arise or become due or payable during or in respect of the term of this Lease, including all costs, expenses and charges relating to the operation, maintenance, repair, replacement, use and/or occupancy of the Premises (it being understood, however, that nothing in this sentence shall remit same to make Tenant responsible for any debt service that is payable by Landlord on or before the date such rental payments are dueunder any Mortgage loan). Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Tenant shall be responsible for all such costs, expenses and charges whether or not they are first due and payable during the July portion term of this Lease, so long as they are attributable to a period falling within (or prior to) such term. The provisions of this Section 3(c) shall survive the Total expiration or sooner termination of this Lease. (d) All sums, other than Base Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease payable by Tenant to Landlord or other third parties arising after under this Lease are considered additional rent for all purposes of this Lease (and the Commencement Date, which term includes without limitation, Base Rent and all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, additional rent are collectively called “Service ProvidersRent”). Prior Landlord’s delay in rendering, or failure to August 1render, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant any statement required to be solely responsible rendered by Landlord for any Rent for any period shall not waive Landlord’s right to render a statement or collect that Rent for that or any subsequent period. The rendering of an incorrect statement shall not waive Landlord’s right to render a corrected statement for the payment for services/utilities rendered said utility or Service Provider). From period covered by the incorrect statement and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to collect the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy correct amount of the utility payment Rent. (e) Landlord may, at its option, direct Tenant, from time to Sublessee for the month of August on or before the date said payment is due. Furthermoretime, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized all or any portion of the Rent Advance. Time is of directly to any other Person or party upon reasonable advance written notice to Tenant from Landlord; Landlord acknowledging and agreeing that Tenant shall be entitled to rely upon such written notice without liability to Tenant to the essence with the extent Tenant makes such payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoras directed.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses A. Minimum Rent (as hereinafter defined) and all Additional Rent (as hereinafter defined) and other amounts charges which shall become due and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein payable hereunder as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (herein are sometimes collectively referred to herein as the “Rent.” B. All Rent Advance”). In the event this Sublease terminates prior shall be paid to the expiration Landlord at the Landlord’s address, or at such other place or to such other person as the Landlord may designate, in lawful money of the Term, Subtenant shall remain obligated United States of America. C. The Tenant does hereby covenant and agree to pay Sublessor the unamortized portion Rent herein reserved as and when the same shall become due and payable, without demand therefor and without any set-off or deduction whatsoever, and to keep and perform, and to permit no violation of, each and every one of the Rent Advance. Time is covenants, agreements, terms, provisions and conditions herein contained on the part and on behalf of the essence with the payments called for under this Sublease Tenant to be kept and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) performed, provided, that set-off or deduction is allowed in the event that Landlord does not make the required reimbursement allowance payments to Tenant as described in Section 49. D. If the Tenant fails or refuses to pay Rent hereunder and the Landlord institutes suit for the collection of same or for possession of the Premises, the Tenant agrees to reimburse the Landlord, as Additional Rent hereunder, for all reasonable expenses incurred by the Landlord in connection therewith, including, but not limited to, reasonable attorney’s fees. If the payment of any payment sum required to be paid by Subtenant the Tenant to the Landlord under this Lease (including, without limiting the generality of the foregoing, Rent, adjustments or payments made by the Landlord under the provisions of this Lease for which the Landlord is late. In addition, any entitled to reimbursement by the Tenant) shall become overdue for ten (10) business days beyond the date on which written notice was given to Tenant of non-payment to Sublessor of rent due and owing under payable as provided in this Sublease that is Lease, then a delinquency service charge equal to five (5%) percent of the amount overdue shall become immediately due and payable to the Landlord as liquidated damages for the Tenant’s failure to make prompt payment. Further, such delinquency service charge shall be payable on the first day of the month next succeeding the month during which such late shall bear charges become payable as Additional Rent, together with interest on the amounts overdue from the date on which they become due and payable computed at the rate of the lower of statutory rate or twelve (12) percent per annum. In the event of nonpayment of any delinquency service charges and interest provided for above, the Landlord shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein and by law in the case of nonpayment of Rent. No failure by the Landlord to insist upon the strict performance by the Tenant of the Tenant’s obligation to pay late charges shall constitute a waiver by the Landlord of its rights to enforce the provisions of this Article 3 in any instance thereafter occurring. The provisions of this Article 3 shall not be construed in any way to extend any notice period provided for in this Lease. E. Whenever in this Lease from the date said payments are due until Tenant is required to pay Additional Rent or other charges to the date such amounts owing by Subtenant are paid Landlord, the Landlord shall have all remedies for the collection thereof that it may have for the nonpayment of Minimum Rent hereunder. F. This Lease is intended to Sublessorbe a Net, Net, Net Lease and the Rent reserved hereunder shall be absolutely net to Landlord, except where otherwise specifically set forth herein.

Rent. The a) Tenant shall perform all covenants and obligations as stated herein, including making all monthly portion of Basic Annual Rent, all Common Area Expenses rental payments and all other amounts payments to Landlord provided for herein during the term of this Lease. b) Tenant shall pay Landlord rent for the Demised Premises in the amount of Fifteen Thousand and expenses considered “additional rent” or otherwise No/100 Dollars ($15,000.00) per month. The first of such monthly rental payments is due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1and payable on _____________, 20061995, with a like monthly rental payment being due and payable on the first (1st) calendar day of every each succeeding calendar month thereafter during the Termterm of this Lease; provided that, Subtenant shall pay to Sublessor without right of offset, in the Total Rent due to Landlord or other third parties under event the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor term shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On commence or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and end on the first calendar day of each a calendar month, the rent for any 2 fractional calendar month thereafterfollowing the commencement or proceeding the end of the term of this Lease shall be pro rated accordingly. c) All payments of monthly rent hereunder shall be made to Landlord at its address stated in Paragraph 30 herein, Subtenant agrees or to such other address the Landlord may designate from time to time in writing to Tenant. Should Tenant fail to timely pay any installment of monthly rent due hereunder, Landlord shall have the option to Sublessor without right charge Tenant a late fee equal to ten percent (10%) of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)delinquent installment. In the event this Sublease terminates prior to the monthly rent due remains unpaid after the expiration of thirty (30) days from its due date, interest shall accrue thereon at the Term, Subtenant shall remain obligated rate of ten percent (10%) per annum but in no event to exceed the maximum rate allowed under applicable law. d) The obligation of Tenant to pay Sublessor rent hereunder and the unamortized portion obligations of the Rent AdvanceTenant to perform other covenants and duties hereunder constitute independent and unconditional obligations to be performed at all times as provided for herein. Time is All obligations of the essence with the payments called for under this Sublease Landlord hereunder are covenants and Subtenant shall pay Sublessor not conditions to Tenant's performance of obligations hereunder; Tenant waives and relinquishes all penalties rights which Tenant might have to claim any nature of lien against, withhold, deduct or off-set against, any rentals and late fees called for under the Lease (owing to Landlord) in the event any payment required other sums provided hereunder to be paid to Landlord by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorTenant.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant Rent shall be paid to the Lease shall collectively be referred to herein as University on behalf of House Corporation in the “Total Rent”following manner. Beginning October 1, 2006, and Each of the Fraternity's members not residing on the first Premises shall be charged by Vanderbilt each semester a Greek Facility Management fee (1st) calendar day the "Fee"). The amount of every calendar month thereafter during the Term, Subtenant Fee shall pay be set each year by Vanderbilt in consultation with all participating fraternities. The Fee shall include the standard amount charged by Vanderbilt to Sublessor without right each Greek organization member whose organization participates in the GFMP. A copy of offset, the Total Rent due to Landlord or other third parties under current GFMP as of the execution of this Lease and, to is attached as Exhibit A. Those Fraternity Members residing on the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor Premises as approved and authorized by Vanderbilt shall not be in default hereunder for charged the failure to pay Landlord sums due Fee but will be charged a chapter house resident fee (''Resident Rent"), which Resident Rent shall also be established under the Lease if said amounts are not received GFMP. The aggregate amount of Fees and Resident Rent payable by Sublessor from Subtenant. Sublessor shall be responsible for the July portion all of the Total Fraternity's members shall constitute the base rent ("Rent") owed by House Corporation hereunder. On or before August 1, 2006 It is understood and September 1, 2006, Subtenant shall pay agreed that the Rent charged may change from year to Sublessor, without right year based upon the cost of offset, all rent considered “additional rent” pursuant to operating the Lease together with all other amounts due under GFMP and will be dependent upon the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held number of members in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider)Fraternity. From and after August 1, 2006, Subtenant The House Corporation shall also be responsible for payment of paying for all utilities and Service Providers Improvements, Extraordinary Maintenance, and/or Renovations as defined in Section 8 herein that are required to be made to the Leased Premises to in accordance with the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider provisions of said utilitiesSection 8. Notwithstanding the House Corporation’s responsibility for such expenses, the University shall hold and provide a copy of the utility payment to Sublessee maintain an account for the month of August on or before Fraternity (the date said payment is due. Furthermore“Maintenance Account”), and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual be funded by Rent paid by Sublessor during the months of August Fraternity. The Maintenance Account shall be charged for the services provided by Vanderbilt hereunder, including any such Improvements, Extraordinary Maintenance and September (collectively referred Renovations, but not including those services provided by Vanderbilt pursuant to herein as the “Rent Advance”Section 8(a). In the event this Sublease terminates prior Lease is not renewed by House Corporation for an additional term pursuant to Section 5, then the unpaid charges to the expiration of Maintenance Account, as well the Termcharge for the House Corporation's indebtedness, Subtenant shall remain obligated be excused. The Rent shall be collected by the University from Fraternity members and shall be applied toward these charges, as well as to pay Sublessor other debts owed by the unamortized portion of Fraternity to the Rent AdvanceUniversity. Time is of the essence The University will determine, in consultation with the payments called for under this Sublease Fraternity, the order in which the Fraternity's financial obligations will be amortized through the Fees and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorResidents' Rent.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1sta) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right Landlord annual fixed rent (the “Yearly Rent”) as follows: From the Commencement Date through the Expiration Date: $ 493,603.00 $ 41,133.58 $ 23.00 payable in advance in equal monthly installments, pro-rated on a per diem basis in the case of offsetany partial months during the Term. Except as otherwise set forth herein, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor each monthly installment shall remit same to Landlord be payable on or before the date first day of the calendar month for which such rental payments are duepayment is made, without notice or demand and without abatement, set-off or deduction except as expressly provided in this Sublease. Sublessor shall Notwithstanding the foregoing, provided Subtenant is not be in default hereunder hereunder, Landlord waives payment of Yearly Rent for the failure to pay Landlord sums due under period commencing on the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for Commencement Date and expiring on the July portion later of the Total Rent. On (i) October 31, 2007, or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising (ii) thirty (30) days after the Commencement Date. Subtenant shall, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after on the Commencement Date (collectivelyDate, “Service Providers”). Prior pay to August 1Landlord the sum of $41,133.58, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to be applied to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name first monthly installment of Subtenant Yearly Rent due hereunder. (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in b) In addition to the foregoing payments set forth above, beginning on October 1, 2006 Yearly Rent and on the first calendar day any other sums which Subtenant may be obligated to pay pursuant to any other provision of each calendar month thereafterthis Sublease, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September Landlord as additional rent hereunder (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior or directly to the expiration utility company, if applicable), commencing on the Commencement Date and otherwise as and when such sums are due and payable as provided herein: (i) 57.4% (“Subtenant’s Building Share”) of the TermOperating Costs and Taxes as set forth in Article 9 of the ▇▇▇▇▇▇▇▇▇, (ii) all Utility Charges (as hereinafter defined) and (iii) all Subtenant Surcharges (as hereinafter defined). (c) Commencing on the Commencement Date, Subtenant shall remain obligated pay directly to pay Sublessor the unamortized portion applicable utility company the costs of electrical service consumed in the second floor of the Rent AdvanceBuilding as measured by a separate meter therefor. Time is Subtenant shall contract for and pay directly to the applicable utility company, the costs of telecommunications service to the essence with Subleased Premises. Commencing on the payments called Commencement Date, Subtenant shall pay to Landlord 50% (“Subtenant’s Utility Share”) of (i) the costs of electricity for the rooftop units, (ii) the costs of natural gas for building heating and the emergency generator and (iii) the costs of water and sewer for general building uses and the sprinkler system. The costs payable by Subtenant pursuant to this Section 4(c) are referred to as “Utility Charges”. (d) As used herein, the term “Subtenant Surcharges” shall mean any and all amounts other than Operating Costs, Taxes and Utility Charges which become due and payable by Landlord to the Overlandlord under the ▇▇▇▇▇▇▇▇▇ whether as “additional rent” or for any extra services or otherwise, which would not have become due and payable but for the acts and/or failures to act of Subtenant under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from any act or omission of Subtenant, (ii) any additional rent under the Lease ▇▇▇▇▇▇▇▇▇ payable by Landlord on account of Subtenant’s use or maintenance of heating, ventilation or air conditioning, and (owing iii) any additional rent under the ▇▇▇▇▇▇▇▇▇ payable by Landlord on account of any other additional service as may be provided to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing Subleased Premises under this Sublease that is late shall bear interest at the rate provided in ▇▇▇▇▇▇▇▇▇ or with the Lease from consent of the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorOverlandlord.

Rent. The monthly portion a. Subtenant covenants and agrees to pay to Sublandlord the fixed rent as set forth under Section 5 of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as Seventh Amendment (the “Total Base Rent”. Beginning ), at the notice address set forth in Section 9 below, or at such other place as may be designated by Sublandlord from time to time, without any demand, notice, set-off, abatement or deduction, commencing as of October 1, 20062017 (the “Rent Commencement Date”), and continuing thereafter throughout the Term, as follows: b. The first monthly installment of Base Rent under this Sublease is due and payable upon the Rent Commencement Date and Base Rent for each ensuing month during the Sublease Term being due and payable to Sublandlord not later than the 25th day of the preceding calendar month. If the Commencement Date is other than the first day of a month or the Expiration Date is other than the last day of a month, the Base Rent for each such month shall be prorated. c. Commencing on the first (1st) Rent Commencement Date and in each calendar day of every calendar month thereafter year during the Term, Subtenant shall pay to Sublessor without right Sublandlord, as Additional Rent, “Subtenant’s Share” of offset, the Total Rent due to Landlord or other third parties under the Lease andRecognized Expenses, to the extent received from Subtenant, Sublessor shall remit Recognized Expenses for such calendar year exceed the Recognized Expenses in the “Sublease Base Year” based upon the Prime Landlord’s estimates for same to Landlord on or before the date such rental payments are due. Sublessor shall not be as set forth in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion more detail in Article 6 of the Total RentSixth Amendment (as amended by Section 5(a) of the Seventh Amendment); provided, however, for purposes of calculating the amounts due pursuant to this Section 4.c., (i) “Subtenant’s Share” shall mean 19.29%, which is 29,778/154,392, which share may increase or decrease as the Premises size increases or decreases and (ii) “Sublease Base Year” shall mean calendar year 2017. On or before August 1If the Recognized Expenses for any calendar year occurring after the Sublease Base Year shall exceed the Recognized Expenses during the Sublease Base Year, 2006 and September 1, 2006, then Subtenant shall pay to SublessorSublandlord, without right as Additional Rent, within ten (10) days after receipt of offsetSublandlord’s invoice therefor, all rent considered “additional rent” pursuant an amount equal to Subtenant’s Share of the Lease together with all other amounts due under excess of the Lease to Landlord or other third parties arising after Recognized Expenses for such calendar year over the Commencement DateSublease Base Year, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy same manner as set forth in Article 6 of the utility payment to Sublessee for the month of August on or before the date said payment is due. FurthermoreSixth Amendment, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoramended.

Rent. The Tenant shall pay the Base Rent as provided in the Basic Lease provisions section of this Lease and as hereinafter provided. Tenant agrees to pay Base Rent (together with additional rent and other charges hereinafter provided) to Owner or such other arty as Owner may designate, in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment in equal monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and installments in advance on the first (1st) calendar day of every calendar each month thereafter during the TermTerm at the office of owner or such other place as Owner may designate, Subtenant without any set-off or deduction whatsoever except that Tenant shall pay to Sublessor without right the Payment Due from Tenant on Lease Execution as set forth in the Basic Lease Provisions Section of offsetthis Lease upon the execution and delivery hereof by Tenant. If the Commencement Date does not occur on the first (I”) day of a calendar month, the Total Rent due to Landlord or other third parties under the Lease andTenant shall pay, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising within five (5) days after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes a pro rata portion of the Base Rent attributable to the period from and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectivelythrough and including the last day of the calendar month in which the Commencement Date occurs. Occupancy: 2. Tenant shall use and occupy the demised premises only for the Permitted Use as set forth in the Basic Lease Provisions Section of this lease and for no other purpose. Tenant Alterations: 3. Tenant shall, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect make no changes in or to the Subleased Premises demised premises of any nature without Owner’s prior written consent. Subject to the prior written consent of Owner, and to the provisions of this article, Tenant at Tenant’s expense, may make alterations, installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises, by using contractors or mechanics first approved in each instance by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof, and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner, and Tenant agrees to carry, and will cause Tenant’s contractors and sub-contractors to carry, such worker’s compensation, general liability, personal and property damage insurance as Owner may require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have all utilities been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within 30 days thereafter, at Tenant’s expense, by payment or filing a bond as permitted by law. All fixtures and contracts paneling, partitions, railings and like installations, installed in the demised premises at any time, either by Tenant or by Owner on Tenant’s behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with Service Providers the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein fixed as the “Rent Advance”). In termination of this lease, elects to relinquish Owner’s right thereto and to have them removed by Tenant, in which event the event this Sublease terminates same shall be removed from the demised premises by Tenant prior to the expiration of the Termlease, Subtenant at Tenant’s expense. ‘Nothing in this article shall remain obligated be construed to pay Sublessor give Owner title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture and equipment, but upon removal of same from the unamortized portion demised premises or upon removal, of other installations as may be required by Owner, Tenant shall immediately, and at its expense, repair and restore the Rent Advancedemised premises to the condition existing prior to any such installations, and repair any damage to the demised premises or the building due to such removal. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment All property permitted or required to be paid removed by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest Tenant at the rate provided end of the term remaining in the Lease demised premises after Tenant’s removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner’s property or may be removed from the date said payments are due until the date such amounts owing demised premises by Subtenant are paid to SublessorOwner, at Tenant’s expense.

Rent. The monthly portion of Basic Annual On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent (which shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), all Common Area Expenses the Additional Security Deposit as described in Section 4, and all other amounts insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described in the Basic Lease Information, payable in advance at Landlord's address specified in the Basic Lease Information on the Commencement Date and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and thereafter on the first (1st) calendar day of every calendar each month thereafter during throughout the Termbalance of the Term of the Lease. In addition to the Base Rent set forth in the Basic Lease Information, Subtenant Tenant shall pay to Sublessor without right Landlord in advance on the Commencement Date and thereafter on the first (1st) day of offseteach month throughout the balance of the Term of this Lease, as Additional Rent, Tenant's Share of Operating Expenses. Tax Expenses, Common Area Utility Costs, and Utility Expenses, as well as the Total Rent due Administrative Expenses, Tenant shall also pay to Landlord or other third parties under as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the Lease andprovisions of this Lease, to the extent received from Subtenantincluding, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to landscapersthe aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, HVAC repair, elevator service the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and janitorial services arising after Tenant shall otherwise perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy first day of the utility payment to Sublessee for the calendar month of August on or before in which the date said payment is due. Furthermoreof termination occurs, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorcase may be.

Rent. The monthly portion of Basic Annual On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent (which shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), all Common Area Expenses the Security Deposit, the Cleaning Deposit, and all other amounts and expenses considered “additional rent” insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tena▇▇ ▇▇▇ees to pay Landlord, without prior notice or otherwise due Landlord demand, or other parties pursuant abatement, offset, deduction or claim, the Base Rent described on Page 1, payable in advance at Landlord's address shown on Page 1 on the first day of each month throughout the term of the Lease. In addition to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October Base Rent set forth on Page 1, 2006, Tenant shall pay Landlord in advance and on the first (1st) calendar day of every calendar each month thereafter during throughout the Termterm of this Lease (including any extensions of such term), Subtenant as Additional Rent Tenant's share, as set forth on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses all in the manner as specified in Sections 6.1, 6.2, 6.3, 6.4 and 7 of this Lease, respectively. Additionally, Tenant shall pay to Sublessor without right Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of offsetthis Lease, the Total Rent due to Landlord including, but not limited to, costs associated with any proposed assignment or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on subletting of all or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July any portion of the Total Premises by Tena▇▇, ▇▇sts associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant " whenever used herein refers to the Lease together with aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Tenant shall otherwise perform all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Dateobligations of Tenant hereunder, which term includes without limitationincluding, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscaperspaying to Landlord any and all amounts considered additional rent, HVAC repairsuch as Tenant's share of Operating Expenses, elevator service Tax Expenses, Common Area Utility Costs, and janitorial services arising after Utility Expenses, and Administrative Expenses. If, at any time, Tenant is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Landlord of Tenant's requirement to pay rental payments shall be null and void and Tenant shall immediately pay to Landlord all rental payments waived by Landlord. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy first day of the utility payment to Sublessee for the calendar month of August on or before in which the date said payment is due. Furthermoreof termination occurs, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorcase may be.

Rent. The Lessee shall pay to L▇▇▇▇▇ at 3▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇, or at such other address as Lessor may from time to time designate, without prior demand, in monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and installments in advance on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month, the Base Rent hereinafter set forth: The annual Base Rental Rate as outlined below (“Base Rate”) with a subsequent 3% yearly increase for the term of this lease as follows: In any subsequent Lease Year during the term of this lease the base rent shall be subject to adjustment at the commencement of each Lease Year and shall be three percent (3%) over the prior year Base Rent. Lessee shall pay to Lessor the monthly Base Rent and Additional Rent (hereinafter defined) in advance on the first day of each calendar month, without notice, deduction, or set-off, such monthly installment to be prorated for any partial calendar month thereafter, Subtenant agrees in which Lessee is obligated to pay Rent. All amounts (unless otherwise provided herein) other than the Base Rent owed by Lessee to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Lessor hereunder shall be deemed “Additional Rent.” Base Rent paid by Sublessor during the months of August and September (Additional Rent shall be collectively referred to herein as “Rent.” Except as otherwise provided in this Lease, it is the “Rent Advance”)intention of the parties that Lessor shall receive the Base Rent, Additional Rent, and all sums payable by Lessee under this Lease free of all taxes, expenses, charges, damages and deductions of any nature whatsoever (except as otherwise provided hereinafter) and Lessee covenants and agrees to pay all sums (including rent taxes) which except for this Lease would have been chargeable against the Premises and payable by Lessor. In The Lessee shall, however, be under no obligation to pay principal or interest on any mortgage on the event fee of the Premises, any franchise or income tax payable by Lessor or any other tax imposed upon or measured by Lessor’s income or profits, or any gift, inheritance, transfer, estate, or succession tax by reason of any present or future law which may be enacted during the Term of this Sublease terminates prior Lease, subject to the expiration provisions of Section 7 herein. No payment by Lessee or receipt by Lessor of a lesser amount than the Rent stipulated herein shall be deemed to be other than on account of the Termearliest stipulated Rent, Subtenant nor shall remain obligated any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Lessor may accept such check or payment without prejudice to pay Sublessor Lessor’s right to recover the unamortized portion balance of the such Rent Advance. Time is of the essence with the payments called for under or pursue any other remedy in this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorprovided.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses 4.1. As rent and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant subject to the Lease terms and conditions of this Lease, Tenant shall collectively be referred to herein as pay the sums described in Section 1 (“Total Rent”). Beginning October 1No additional payments of money shall be required of Tenant. Rent shall not be reduced or abated merely because of the surrender of certain portions of the Premises, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offsetas described in Section 2. However, the Total Rent due shall not include (and Tenant shall not be required to Landlord or other third parties under the Lease and, pay) any increase in normal operating costs to the extent received from Subtenantattributable to Landlord's occupancy of or activities on the Premises, Sublessor 9/12/2013 12:02 PM such as, but not necessarily limited to, the following (a) increases in real and personal property taxes levied or assessed against Landlord's own improvements or personal property, (b) increases in insurance premiums properly attributed to Landlord's actual use or occupancy, and (c) increases in utility charges over and above the historic level of utility charges experienced by Tenant that are equitably allocated to Landlord's use. 4.2. All amounts payable or reimbursable by Tenant under this Lease, including late charges and interest, shall remit same constitute Rent and shall be payable and recoverable as Rent in the manner provided in this Lease. Unless otherwise specified in this Lease, all sums payable to Landlord on or before demand under the date such rental payments are terms of this Lease shall be payable within ten (10) days after notice from Landlord of the amounts due. Sublessor All Rent shall not be paid without offset, recoupment or deduction, in default hereunder lawful money of the United States of America to Landlord at Landlord's Address for Payment of Rent as set forth in the failure Basic Lease Information, or to pay such other person or at such other place as Landlord sums due under the Lease if said amounts are not may from time to time designate. All payments received by Sublessor Landlord from Subtenant. Sublessor Tenant shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant applied to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the oldest payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid obligation owed by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing Tenant to Landlord) . No designation by Tenant, either in the event a separate writing or on a check or money order, shall modify this clause or have any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorforce or effect.

Rent. The monthly portion Tenant agrees and covenants to pay Landlord an annual fixed rent in the amount of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered $120,000.00 per year (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Base Rent”), commencing on the Commencement Date. Beginning October 1Base Rent shall be payable in advance, 2006without demand, and on the first (1st) calendar day of every each calendar month in equal monthly installments of $10,000.00 and shall not be increased, abated or diminished except as set forth herein. Beginning on January 1, 2026 and each January 1 of each year thereafter during the Term, Subtenant the amount of Base Rent which shall pay to Sublessor without right be paid during each calendar year shall be increased above the preceding year’s Base Rent by 1.5%. If the Commencement Date is not the first day of offseta calendar month, the Total first month’s Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1prorated, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after be payable on the Commencement Date. In addition, which term includes without limitation, all Common Area Expenses, utilities, taxes Base Rent for the first full month of the Term shall be payable on the Commencement Date. Tenant shall also pay to Landlord such “Additional Rent” as described in Article 12 hereof. The Base Rent and third party service providers, including but not limited the Additional Rent are hereinafter collectively referred to landscapers, HVAC repair, elevator service and janitorial services arising as the “Rent.” In the event that Tenant fails to make any payment of Rent within five (5) days after the Commencement Date (collectivelysame becomes due, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and then in addition to all rights, powers and remedies provided herein, by law or otherwise in the foregoing payments set forth abovecase of nonpayment of Rent, beginning on October 1, 2006 Landlord shall be entitled to recover from Tenant and on the first calendar day of each calendar month thereafter, Subtenant ▇▇▇▇▇▇ agrees to pay to Sublessor Landlord, on demand, a late payment charge equal to $250.00. This is a net lease and the Rent shall be paid without right of offsetnotice, demand, setoff, counterclaim, deduction or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Termparties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, Subtenant shall remain obligated to pay Sublessor the unamortized portion of that the Rent Advanceshall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, except as otherwise expressly provided herein. Time It is the purpose and intent of Landlord and Tenant that the essence with the payments called for Rent payable under this Sublease and Subtenant Lease be absolutely net to Landlord, such that this Lease shall pay Sublessor all penalties and late fees called yield (on an absolute net basis) the Base Rent specified in this Lease for under the each year of this Lease (owing to Landlord) in the event prorated, as applicable, for any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpartial year).

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1sta) calendar day of every calendar month thereafter during the Term, Sub-Subtenant shall pay to the Sub-Sublessor as rent (the "Rent") for the Sub-Subleased Premises during the Term of the Sub-Sublease the amount of $72,312.50. The forgoing sum represents rent of $18.75 per rentable square foot per year for 1,200 square feet of the Sub-Subleased Premises during this time period. The monthly Rent payable during this time period shall be $1,875.00, which shall be pro rated for the partial month during which the Term commences. Sub-Sublessor acknowledges and agrees that no rent shall be due from Sub-Subtenant for 475 square feet of the Sub-Subleased Premises (the "eVWAP Space") so long as such space is used only to house the components of Sub-Subtenant's eVWAP system. If at any time during the Term any portion of the eVWAP Space is used for any other purpose, then Sub-Subtenant shall pay Rent for such portion at the rate of $18.75 per square foot per year for so long as such portion is not being used to house the components of Sub-Subtenant's eVWAP system. In such event, Sub-Subtenant shall provide written notice to Sub-Sublessor of the number of square feet located in the eVWAP Space being used for purposes other than to house the components of Sub-Subtenant's eVWAP system and the Rent payment shall be adjusted accordingly. (b) Rent shall be divided into twelve equal monthly installments and shall be payable by Sub-Subtenant in advance on the Commencement Date and thereafter on the first day of the month of each calendar month of the Term. All rent and other sums payable by Sub-Subtenant hereunder shall be paid to Sub-Sublessor in lawful money of the United States, without right of offsetany prior demand therefor and without any deduction, the Total Rent due to Landlord abatement or other third parties under the Lease andsetoff whatsoever, to the extent received from Subtenant, at such place as Sub-Sublessor shall remit same from time to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure time designate. (c) Sub-Subtenant covenants and agrees to pay Landlord sums due under Sub-Sublessor as additional rent (i) electric energy costs as more particularly described below, and (ii) Sub-Subtenant's Proportionate Share (as hereinafter defined) of the Lease if said amounts Expenses in excess of the Expense Stops (as both terms are not received by defined in the Sublease). Sub-Subtenant acknowledges and agrees that such Expenses are based on Master Lessor's estimate and in the event Sub-Sublessor from is required to make any payment to FNMA on account of any shortfall in such estimate (or is provided a refund or credit for any overpayment), then Sub-Subtenant shall promptly pay Sub-Subtenant's Proportionate Share of such shortfall (or shall be entitled to a refund or credit of Sub-Subtenant's Proportionate Share of such overpayment) . Sublessor As used herein, "Sub-Subtenant's Proportionate Share" means 0.3675%. All such additional rent shall be included in the term "Rent" hereunder. Sub-Subtenant acknowledges and agrees that it shall be responsible for and pay to the July Sub-Sublessor the electric energy costs attributable and provided to the Sub-Subleased Premises as recorded on Meter #67187929 and Meter #98050201J plus an additional $100 per month which represents a portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant electric energy costs attributable to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorMain Premises.

Rent. The monthly portion For purposes of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant determining Monthly Rent attributable to the Lease shall collectively be referred to herein Metro Level Space Expanded, April, 1984 is defined as the “Total Rent”. Beginning October "calendar Month 1, 2006, and on the first " (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under as set forth in the Lease and, Addendum No. 1). Monthly rent attributable to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Metro Level Space Expanded shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date as follows: MONTHLY RENT FOR THE PERIOD METRO LEVEL SPACE EXPANDED ------ -------------------------- For calendar months 6 through 24 (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant $7,488.50/mo.) For calendar months 25 through 36 (reflecting Subtenant to be solely responsible for the payment for services$8,369.50/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first mo.) For calendar day of each months 37 through 48 ($9,250.50/mo.) For calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of months 49 through 60 (10,131.50/mo.) For calendar months 61 through 72 ($4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the 11,012.50/mo.) For calendar months of August and September 73 through 84 (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to $11,893.50/mo.) For calendar months 85 through the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion initial term of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing $12,774.50/mo.) The obligation to Landlord) pay monthly rent attributable to the Metro Level Space Expanded shall arise as of the Commencement Date of the term with regard to the Additional Metro Level Space. Monthly rent attributable to the Metro Level Space Expanded shall be payable as provided for in the event any payment required Lease and shall be subject to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate escalation as provided in the section of the Lease from entitled, "RENTAL ESCALATION FOR INCREASES IN EXPENSES," as the date same may be amended by this Lease Addendum No. 2. Pursuant to the section of the Lease Addendum No. 1 entitled, "Lessee's Improvements," Lessor recognizes that Lessee has installed a stairway connecting the Demised Premises with the Metro Level Space. Pursuant to said payments are due until same section of the date such amounts owing by Subtenant are paid Lease Addendum No. 1, Lessor hereby agrees to Sublessorabat▇ ▇▇▇ forgive the payment of monthly rent for the Metro Level Space Expanded for the months of June, July, August, September and October of 1985, in the amount of Thirty-Five Thousand Six Hundred Eighty-Five and 80/100ths Dollars ($35,685.80), plus an additional abatement of One Thousand Seven Hundred Fifty-Six and 70/100ths Dollars ($1,756.70), reflecting the addition of the Additional Metro Level Space, for a total abatement of Thirty-Seven Thousand Four Hundred Forty Two and 50/100ths Dollars ($37,442.50) .

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses (a) From and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to after the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the TermSublease Commencement Date, Subtenant shall pay to Sublessor Sublandlord the base rent specified in subsection (b) below (“Base Rent”). Base Rent and all other items of additional rent, charges and expenses payable by Subtenant hereunder (all of the foregoing except for Base Rent deemed, collectively, “Additional Rent”) shall be paid to Sublandlord on the first day of each calendar month, without right deduction, abatement, counterclaim or setoff of offsetany amount for any reason whatsoever. Rent shall be paid to Sublandlord in lawful money of the United States at its address set forth above, or to such other person, or at such other address, as Sublandlord may from time to time designate by notice to Subtenant. Any payment by Subtenant or receipt by Sublandlord of an amount less than the Total amount stipulated hereunder for any portion of Rent due to Landlord shall be deemed a payment on account of such amount(s) payable. An endorsement or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord statement by Subtenant on any check or before the date such rental payments are due. Sublessor letter shall not be deemed to create an accord and satisfaction, and Sublandlord may accept any such check or payment without prejudice to Sublandlord’s right to recover the balance due or to pursue any other remedy available to it. Any provision in default hereunder for the failure Prime Lease referring to “Rent” or “rent” (or words of similar meaning) incorporated herein by reference shall be deemed to refer to all items of Base Rent and Additional Rent due under this Sublease. Base Rent and Additional Rent shall be referred to as “Rent”. (b) Base Rent shall consist of the following amounts, and shall be paid by Subtenant to Sublandlord as herein provided: payable as $5,000.00 per month. (c) Notwithstanding subsection (b) above, Subtenant’s obligation to pay Landlord sums due under Rent shall commence on the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Sublease Commencement Date, subject to any abatement of Rent pursuant to Paragraph 1.(b) above. The Rent payable for the calendar month in which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Sublease Commencement Date (collectively, “Service Providers”). Prior occurs shall be prorated to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to reflect the Subleased Premises number of days of Subtenant’s occupancy during such calendar month and shall have all utilities and contracts with Service Providers to be payable on the Leased Premises held Sublease Commencement Date. (d) Rent payable hereunder shall be prorated on a daily basis in the name case of Subtenant (reflecting Subtenant to be solely responsible for any period of less than a full calendar year or, in the payment for services/utilities rendered said utility or Service Provider). From and after August 1case of any monthly installment, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006any period less than a full calendar month. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on all commercial rent or before the date said payment is due. Furthermore, and occupancy taxes imposed in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offsetconnection with this Sublease, the amount Subleased Premises or the payment of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Termhereunder, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorif applicable.

Rent. 3.1. Subject to the provisions of this Paragraph 3.1, Tenant agrees to pay during the Term as Base Rent for the Premises the sums specified in the Basic Lease Information ("Base Rent"). Landlord and Tenant acknowledge and agree that the calculation of Base Rent is not tied to the rentable square feet and is not subject to adjustment should the actual size be determined to be different. Tenant is not relying on any representation as to the size of the Premises made by Landlord, and the rentable square feet of the Premises is not material to Tenant’s decision to lease the Premises. 3.2. On the third anniversary of the Lease Commencement Date, and every year thereafter, Base Rent shall be increased in accordance with the sums and rates specified in the Basic Lease Information. Tenant shall pay this amount, together with the monthly rent next becoming due under this Lease, and shall thereafter pay the monthly rent due under this Lease at this increased rate, which shall constitute Base Rent. Landlord’s failure to demand the adjusted Base Rent shall not be considered a waiver of Landlord’s rights to adjust the monthly Base Rent due, nor shall it affect Tenant’s obligations to pay the increased Base Rent. 3.3. Except as expressly provided to the contrary herein, Base Rent shall be payable in equal consecutive monthly installments, in advance, without demand, deduction or offset, commencing on the Term Commencement Date and continuing on the first day of each calendar month thereafter. However, the first full monthly installment of Base Rent shall be payable upon Tenant's execution of this Lease. If the Term Commencement Date is a day other than the first day of a calendar month, then the Rent for the Partial Lease Month (the "Partial Lease Month Rent") shall be prorated based on a month of 30 days. The monthly portion Partial Lease Month Rent shall be payable by Tenant on the first day of Basic Annual the calendar month next succeeding the Term Commencement Date. Base Rent, all Common Area Expenses forms of additional rent payable hereunder by Tenant and all other amounts amounts, fees, payments or charges payable hereunder by Tenant (collectively, "Additional Rent") shall (i) each constitute rent payable hereunder (and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall sometimes collectively be referred to herein as the “Total "Rent”. Beginning October 1"), 2006, and on the first (1stii) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due be payable to Landlord or other third parties under in lawful money of the Lease andUnited States when due without any prior demand therefor, except as may be expressly provided to the extent received from Subtenantcontrary herein, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.and

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” Tenant shall pay Rent to Landlord (or otherwise due to such Person as Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first may direct (1stin writing)) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right in lawful money of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor United States of America which shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible legal tender for the payment for services/utilities rendered said utility or Service Provider). From of public and after August 1private debts, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, abatement, demand or deduction, except as hereinafter expressly provided. All payments of Rent to Landlord shall be made by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion. Base Rent for any partial month shall be prorated on a per diem basis based on a 360 day year and the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September twelve (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease 12) thirty (owing to Landlord30) in the event any payment required to be paid by Subtenant is lateday months. In addition, if directed to do so by Landlord in writing, Tenant shall pay a portion of the Base Rent directly to any payment Facility Mortgagee in an amount specified in such Notice to Sublessor Tenant. Notwithstanding the foregoing, if, in connection with the Existing Facility Mortgage, Landlord is unable to obtain from the Facility Mortgagee an agreement not to disturb Tenant's right to possession in the event of a foreclosure of such Existing Facility Mortgage, then Tenant shall have the right, at Tenant's sole election, to pay directly to the Facility Mortgagee all monthly payments due and owing payable or otherwise required thereunder. If Tenant elects to make such payments directly to the Facility Mortgagee, then (i) upon each monthly payment Tenant shall simultaneously therewith deliver to Landlord evidence reasonably acceptable to Landlord that such payment was made, and (ii) Tenant hereby agrees to indemnify, defend and hold harmless Landlord from any claims, losses or damages that Landlord suffers as a result of any failure, default or defect in Tenant's making such payment on Landlord's behalf. Any payments made directly by Tenant under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date Paragraph may be off-set against Base Rent payable by Tenant during such amounts owing by Subtenant are paid to Sublessorcalendar month.

Rent. The Tenant agrees to pay $ for the partial month ending on . After that, Tenant agrees to pay a rent of $ per month. This amount is due on the 1st day of the month at . The Tenant shall pay the rent herein stated when due and without any deductions whatever, and without any obligation on the part of the Landlord to make any demand for same. The Tenant understands that this monthly portion rent is less than the market (unsubsidized) rent due on this unit. This lower rent is available either because the mortgage on this project is subsidized by the Department of Basic Annual Rent, all Common Area Expenses Housing and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant Urban Development (HUD) and/or because HUD makes monthly payments to the Lease shall collectively be referred to herein as Landlord on behalf of the “Total Rent”Tenant. Beginning October 1The amount, 2006if any, that HUD makes available monthly on behalf of the Tenant is called the tenant assistance payment and is shown on the first (1st) calendar day "Assistance Payment" line of every calendar month thereafter during the TermOwner’s Certification of Compliance with HUD’s Tenant Eligibility and Rent Procedures Form which is Attachment No. 1 to this Agreement. a. Rent may only be paid by check or money order made payable to: Landlord shall have the right, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease andat its sole option, to the extent received from Subtenant, Sublessor shall remit same to Landlord on decline third-party checks. Rent paid by check or before the date such rental payments are due. Sublessor money order shall not be in default hereunder for deemed to have been received nor accepted by Landlord until honored by the failure to pay Landlord sums due under institution upon which the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment instrument is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)drawn. In the event any check or money order tendered by Tenant in payment of rent is not honored, Landlord shall retain and be entitled to enforce all of its rights under this Sublease terminates Rental Agreement, including, but not limited to, termination of tenancy for non- payment of rent, and Landlord’s prior actions of receiving said instrument and attempting to negotiate same shall not be deemed to waive any of Landlord’s rights. Tenant will not be credited as having paid, nor will the Landlord be deemed to have received, any Tenant rents alleged to have been tendered in cash to any Landlord employee or agent, which payment paid cannot be independently verified. b. Rent shall be accepted by the Landlord without regard to other charges owed by Tenant. Landlord reserves the right to hold Tenant separately accountable for payment of other charges, for which the Landlord may seek payment by separate legal remedy. Should it become necessary for the Landlord to file a civil action for collection of rent and/or other charges, and should the Court find in favor of the Landlord, then, where and to the expiration of the Termextent permitted by law, Subtenant shall remain obligated Tenant agrees to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence Landlord’s reasonable attorney’s fees and costs associated with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorcivil action.

Rent. The 4.1 Tenant hereby agrees to pay Landlord the Base Rent in accordance with the terms of this Lease. For purposes of Rent adjustment under the Lease, the number of months is measured from the first day of the calendar month in which the Commencement Date falls. Each monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as installment (the “Total Monthly Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord be payable by check or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord by money order on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereaftermonth. In addition to the Base Rent, Subtenant Tenant also agrees to pay Tenant’s Share of Operating Expenses and Taxes (each as hereinafter defined), and any and all other sums of money as shall become due and payable by Tenant as set forth in this Lease, all of which shall constitute additional rent under this Lease (the “Additional Rent”). Landlord expressly reserves the right to Sublessor apply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. The Base Rent, the Monthly Rent and the Additional Rent are sometimes hereinafter collectively called “Rent” and shall be paid when due in lawful money of the United States without right demand, deduction, abatement (except as otherwise expressly provided in this Lease), or offset to the addresses for the rental payment set forth in the Basic Lease Information, or as Landlord may designate from time to time. Notwithstanding anything to the contrary contained in this Lease, Tenant may pay Base Rent or any other Rent payments to Landlord required hereunder by Federal Reserve Automated Clearing House (ACH) deposit to an account as directed by Landlord by written notice to Tenant from time to time; provided that Landlord agrees to accept payment by Federal Reserve Automated Clearing House (ACH) deposit only so long as such system is available for Landlord’s use. 4.2 In the event any Monthly or Additional Rent or other amount payable by Tenant hereunder is not paid within five (5) days after its due date, Tenant shall pay to Landlord a late charge (the “Late Charge”), as Additional Rent, in an amount of offset, five percent (5%) of the amount of $4,128.01 which such late payment. Notwithstanding the foregoing, before a late charge is charged to Tenant the first time in any twelve (12) month period, Landlord shall provide Tenant written notice of the delinquency, and shall waive such late charge if Tenant pays such delinquency within five (5) business days of Landlord’s delivery of such written notice. Failure to pay any Late Charge shall be deemed a Monetary Default (as hereinafter defined). Provision for the Late Charge shall be in addition to all other rights and remedies available to Landlord hereunder, at law or in equity, and shall not be construed as liquidated damages or limiting Landlord’s remedies in any manner. Failure to charge or collect such Late Charge in connection with any one (1) or more such late payments shall not constitute a waiver of Landlord’s right to charge and collect such Late Charges in connection with any other similar or like late payments. 4.3 Simultaneously with the execution hereof, Tenant shall deliver to Landlord (i) the Rent Payable Upon Execution as payment of the first installment of Monthly Rent and Tenant’s Share of Operating Expenses and Taxes due hereunder and (ii) an amount reflects equal to the monthly repayment Security Deposit Amount to be held by Landlord as security for Tenant’s faithful performance of Basic Annual Rent paid all of the terms, covenants, conditions, and obligations required to be performed by Sublessor during the months of August and September Tenant hereunder (collectively referred to herein as the “Rent AdvanceSecurity Deposit”). In The Security Deposit shall be held by Landlord as security for the event this Sublease terminates prior to the expiration performance by Tenant of all of the Termcovenants of this Lease to be performed by Tenant and Tenant shall not be entitled to interest thereon. The Security Deposit is not an advance rent deposit, Subtenant shall remain obligated an advance payment of any other kind, or a measure of Landlord’s damages in any case of Tenant’s default. If Tenant fails to pay Sublessor the unamortized portion perform any of the Rent Advance. Time is covenants of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.to

Rent. The (a) Sublessee shall pay directly to Sublessor, as rent, monthly portion payments of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered $5,000 (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Monthly Rent”. Beginning October 1), 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord payable on or before the date such rental payments are duefirst day of each month during the Sublease Term at Sublessor’s address set forth above. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total The Gross Rent. On or before August 1, 2006 and September 1as defined below, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers payable with respect to the Subleased Premises and September, 2016, shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August due on or before the date said payment is due. Furthermore, Commencement Date. (b) Sublessee covenants and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right a late fee equal to five percent (5%) of offset, the overdue amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid if any payment is not received by Sublessor during the months within five (5) days of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is lateits due date. In addition, any payment to Sublessor due and owing under this Sublease that is late such delinquent payments shall bear interest at the rate of eighteen percent (18%) per annum; provided, however, that nothing herein contained shall be construed or implemented in such a manner as to allow Sublessor to charge or receive interest in excess of the maximum rate allowed by law. All such late fees and interest charges shall be payable upon demand. (c) In addition to the Monthly Rent, Sublessee shall pay its prorata share of Tenant’s Pro Rata Share of Basic Costs, as defined in Exhibit C to the Lease, except that Sublessee’s prorata share shall be based on 12,000 rentable square feet so that Sublessee shall pay to Sublessor 36.2% of Tenant’s Rent’s Pro Rata Share of Basic Costs charged to the Master Premises under the Lease (“Sublessee’s Share of Basic Costs” and collectively with Monthly Rent, “Gross Rent”). Sublessee’s Share of Basic Costs shall be paid monthly with the Monthly Rent, based on the estimated payments of Tenant’s Pro Rata Share of Basic Costs provided by Landlord and shall be subject to annual reconciliations, in the same manner as provide in Lease. The estimate of Sublessee’s Share of Basic Costs attributable from the Commencement Date through December 31, 2016 is $12.13 per square foot, including janitorial of $1.39 per square foot and utilities of $2.79 per square foot (subject to proration pursuant to subparagraph (e) below and annual reconciliation as provided above). (d) In addition to Gross Rent, Sublessee shall pay all other sums or payments which are due to Landlord under the Lease as a result of a service or materials supplied to Sublessee in addition to those provided by Landlord under the Lease or otherwise due to Sublessee’s negligent acts, willful misconduct or omissions or Sublessee’s acts or omissions which violate the Lease; such payments due by Sublessee, together with all other payments due by Sublessee under this Sublease, including, without limitation, the late fee and interest in clause (i) above, shall be defined as “Additional Rent” and shall, together with the Gross Rent, be defined as “Rent.” (e) All Rent shall be due without offsets or deductions. Rent due for less than a full calendar month shall be prorated as provided in the Lease from Lease. The Premises are subject to re-measurement, as provided in the date said payments are due until Lease, which may result in a change in the date such amounts owing by Subtenant are paid calculation of Rent. Sublessee’s consent to Sublessorpay Rent is independent of any other consent set forth in this Sublease and shall survive the termination of this Sublease and the Lease.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure CenterPoint’s obligation to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Premises Rent shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after begin on the Commencement Date, which term includes and CenterPoint’s obligation to pay Rollover Rent with respect to all applicable Rollover Space shall begin on the Rollover Term Commencement Date. Subject to the provisions of this Section 3.1, CenterPoint’s covenant to pay Premises Rent and Rollover Rent is independent of every other covenant of this Agreement. CenterPoint hereby covenants and agrees to pay to CJF, without limitationoffset or deduction, all Common Area ExpensesBase Rent for the Premises during the Premises Term in the monthly amounts set forth on Exhibit D attached hereto and incorporated herein, utilitiesprorated for any partial month as provided in Section 3.5. With respect to each Rollover Space that has not been renewed, taxes CenterPoint hereby covenants and third party service providersagrees to pay CJF, including but not limited to landscaperswithout offset or deduction, HVAC repairBase Rent for said Rollover Space during the Rollover Term, elevator service and janitorial services arising prorated for any partial month as provided in Section 3.5. Notwithstanding the foregoing, after the Commencement Date execution of an Approved Lease, commencing on the date that monthly rent payments commence under such Approved Lease for all or any portion of the Premises or Rollover Space, as the case may be, (collectivelyi) the Premises Rent thereafter payable under this Agreement for the portion of the Premises covered by the Approved Lease, “Service Providers”). Prior or the Rollover Rent thereafter payable under this Agreement for the portion of the Rollover Space covered by the Approved Lease, as the case may be, shall be reduced by 100% (and thereafter CJF shall be entitled to August 1all rent and other amounts paid or payable under the Approved Lease, 2006, Subtenant and the obligations of CenterPoint under this Agreement shall provide Sublessor written evidence that Subtenant has contracted with all utility terminate except for accrued and Service Providers unpaid obligations with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers or Rollover Space, as the case may be, which are subject to the Leased Approved Lease), (ii) Premises held in the name of Subtenant Rent (reflecting Subtenant and CenterPoint’s obligations to be solely responsible pay same) for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized remaining portion of the Premises shall remain unchanged; and (iii) Rollover Rent Advance. Time is (and CenterPoint’s obligations to pay same) for the remaining portion of the essence with the payments called for under this Sublease and Subtenant Rollover Space shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorremain unchanged.

Rent. (a) From the Sublease Term Commencement Date through the Sublease Termination Date, Subtenant shall pay to Sublandlord base rent ("Sublease Base Rent") for the Sublease Premises at a rental rate of $26.00 per rentable square foot payable in equal monthly installments. The monthly portion parties acknowledge and agree that Landlord shall, within six (6) months after the Sublease Term Commencement Date, have its architect remeasure the Sublease Premises based upon the BOMA method for measuring floor area in an office building for a single tenant on such floor, but in no event shall such measured floor area be less than 9,318 rentable square feet. The parties further acknowledge and agree that the calculation of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to Sublease Base Rent shall be based on the Lease shall collectively be referred to herein number of rentable square feet that are included in the Sublease Premises as the “Total Rent”same may be remeasured from time to time and that the Sublease Base Rent shall be adjusted in accordance with the provisions of Paragraph 6 of the Second Amendment to Lease. Beginning October 1, 2006, and Sublease Base Rent shall be payable in advance on the first (1st) calendar day of each and every calendar month thereafter during of the Sublease Term. If the Sublease Term commences or ends other than on the first (1st) day of a month, then Sublease Base Rent for such month shall be prorated for such fractional period and paid promptly to Sublandlord. (b) In addition to the Sublease Base Rent to be paid by Subtenant, Subtenant shall pay to Sublessor without right of offsetSublandlord, during the Total Rent due to Landlord or other third parties under the Lease andSublease Term hereof, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder as additional rent for the failure to pay Landlord sums due under Sublease Premises (the Lease if said amounts are not received by Sublessor from "Additional Rent"), (i) Subtenant. Sublessor shall be responsible for the July portion 's Proportionate Share (as defined below) of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Sublandlord under the Main Lease (except under Section 4.1(b)) when and as due thereunder, (ii) the entirety of any penalties that may accrue thereon in the event of Subtenant's failure to pay such amounts, and (iii) all damages, costs and expenses which Sublandlord may incur by reason of any failure by Subtenant to comply with the terms of this Sublease. As used herein, "Subtenant's Proportionate Share" shall be the fraction comprised of the rentable square footage of the Sublease Premises, with the calculation based on the number of rentable square feet that are included in the Sublease Premises as the same may be remeasured from time to time, as the numerator and the total rentable square footage of the Main Premises at the time in question as the denominator. (c) Additional Rent shall be adjusted as of the Sublease Term Commencement Date, each January 1 thereafter during the term, and the Sublease Termination Date. When the amount of Additional Rent due hereunder is latenot known prior to the Sublease Termination Date, a final adjustment shall be made between Subtenant and Sublandlord promptly after such amount is known, notwithstanding that the term of this Sublease may have expired or have been earlier terminated. (d) Except as otherwise expressly provided in Subparagraph 4(b)(i) hereof, all Additional Rent shall be due and payable within five (5) business days after demand therefor by Sublandlord. In addition, any payment the event that Subtenant shall fail to Sublessor pay Additional Rent when due and owing under this payable, Sublandlord shall have all the rights and remedies with respect to such failure as Sublandlord has for the nonpayment of Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorBase Rent.

Rent. The monthly portion of Basic Annual Rent4.01 From and after the Rent Commencement Date, Tenant shall and hereby covenants to pay to Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Common Area Expenses Base Rent and all other amounts and expenses considered “additional rent” or otherwise Additional Rent (as defined below) due Landlord or other parties pursuant to for the Lease shall Term (collectively be referred to herein as the “Total Rent”). Beginning October 1“Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, 2006sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterwithout notice or demand. All other items of Rent shall be due and payable by Tenant on or before thirty (30) days after billing by Landlord. Rent shall be made payable to the entity and sent to the address that Landlord designates and shall be made by good and sufficient check payable in United States of America currency or by other means designated by Landlord from time to time. If Tenant does not pay any Rent when due hereunder, Subtenant agrees to Tenant shall pay to Sublessor without right of offset, Landlord an administration fee in the amount of $4,128.01 which amount reflects 500.00; provided, that, Tenant shall be entitled to a grace period of up to five (5) days for the monthly repayment first two (2) late payments of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is latea calendar year. In addition, any payment to Sublessor past due and owing under this Sublease that is late Rent not paid within five (5) days of when due shall bear accrue interest at the rate of five percent (5%) per annum, and Tenant shall pay Landlord a reasonable fee for any checks returned by Tenant’s bank for any reason. Nothing in this paragraph shall be deemed to waive or condition any claim of Default (as defined below) by Landlord for Tenant’s failure to timely pay Rent, which is governed by Article 18, below. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant. Rent for any partial month during the Term shall be prorated on a per diem basis. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s obligation so to pay Rent under this Lease shall be absolute, unconditional, and independent and shall not be discharged or otherwise affected by any law or regulation now or hereafter applicable to the Premises, or any other restriction on Tenant’s use or, except as expressly provided in this Lease, any Casualty or Taking (as such terms are defined in Articles 15 and 17 below, respectively), or, except as expressly provided in this Lease, any failure by Landlord to perform or other occurrence, and Tenant waives all rights now or hereafter existing to terminate, quit or surrender this Lease or the Lease from Premises or any part thereof or to assert any defense in the date said payments are due until the date such amounts owing by Subtenant are paid nature of constructive eviction to Sublessorany action seeking to recover Rent.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses 4.01 Tenant hereby covenant and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right Landlord rent for the Premises as follows: a) The monthly rent (the “Basic Rent”) for the Premises shall commence upon the Commencement Date as set forth in Paragraph 3.2 above. If the Lease is effective after the first day of offsetthe month, the amount rent shall be prorated for that month. b) Upon the commencement of $4,128.01 which amount reflects Basic Rent provided for herein above, the monthly repayment of rent for the Premises shall be: Year Per Square Foot Monthly Payment (plus CAM, NNN) c) In no event, however, shall the adjusted Basic Annual Rent paid by Sublessor for any period be less than the Basic Rent during the months of August prior Lease Year. d) All rents shall be paid without set-off or demand, and September (collectively referred without abatement or deduction to herein as Landlord at the “Rent Advance”). In the event address specified in this Sublease terminates prior to the expiration of the TermLease, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advanceunless and until Tenant is otherwise notified. Time is of the essence with in the payments called for under payment of all forms of rent payable hereunder. e) In addition to the Basic Rent described in this Sublease and Subtenant Paragraph 4.01, Tenant shall pay Sublessor all penalties utilities, taxes, insurance, fees, charges or assessments, and late fees called common area expenses imposed upon the Premises and The Falls Office Park and all other costs of every nature and kind arising by virtue of Tenant’s use and/or possession of the Premises and The Falls Office Park. It is intended that this Lease shall be a net, net, net Lease. Landlord shall have the right at any time and from time to time to adjust this estimated amount based on actual amounts incurred and on projected costs for under fixture periods. When the Lease (owing to Landlord) in the event any payment actual amounts of such charges have been determined, and if Tenant shall have paid an amount less than it is required to pay, Tenant shall pay the balance due within ten (10) days after receipt of said statement, and if Tenant shall have paid an amount greater than it is required to pay, the additional amount shall be paid by Subtenant is latecredited to ▇▇▇▇▇▇’s next such payments. 4.02 All monthly installments of Basic Rent and CAM shall be payable in advance on the first day of the month in lawful money of the United States at the place Landlord shall designate from time to time, without notice, demand, set-off or deduction whatsoever. In addition, any payment to Sublessor CAM Fees and all other monies due and owing under this Sublease Lease shall be considered additional rent. If Tenant shall fail to pay an installment of Basic Rent or installment of Adjustments to Rent (CAM) as set forth in Section 5 within five (5) days of the due date thereof, then Landlord shall be entitled to a late charge equal to ten percent (10%) of such unpaid amount, provided, however, that nothing contained herein shall give Tenant the right to pay any such installment of Basic Rent other than on the due date thereof and ▇▇▇▇▇▇▇▇’s collection of such late fee shall not waive any other rights which Landlord may have hereunder or at law or in equity in respect to such late payments. Landlord and ▇▇▇▇▇▇ agree that such late charges represent a reasonable sum considering all of the circumstances existing on the date of this Lease, including the relationship of the sum to the loss to Landlord that could reasonably be anticipated by such non-payment by ▇▇▇▇▇▇, and the anticipation that proof of actual damages would be costly or inconvenient to determine. 4.03 In the event Tenant shall make any payment to Landlord of Basic Rent, Adjustments to Rent, or any other charge due under this Lease, and such payment is late shall bear interest at the rate provided made by check, if such check is returned to Landlord due to non-sufficient funds available in the Lease from account on which it is drawn, or if such check is dishonored for any other reason whatsoever, Tenant shall immediately pay to Landlord the date said amount due in the form of a money order or cashier’s check together with a Seventy-Five and No/100 Dollars ($75.00) processing fee to cover Landlord’s costs in processing the returned check. Landlord shall have the right thereafter to require that all future payments are due until of rent by Tenant be made in the date such amounts owing by Subtenant are paid to Sublessorform of a money order, cashier’s check, or other means Landlord deems appropriate.

Rent. The 7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the date that is one (1) month and one (1) week after the Term Commencement Date (the “Rent Commencement Date”), the sums set forth in Section 2.3, subject to the rental adjustments provided in Article 8 hereof. Base Rent shall be paid in equal monthly portion installments as set forth in Section 2.3, subject to the rental adjustments provided in Article 8 hereof, each in advance on the first day of Basic Annual Renteach and every calendar month during the Term. Notwithstanding the foregoing, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties in the event Tenant does not timely exercise its Termination Option pursuant to the Lease provisions of Section 3.2 hereof, Base Rent and Tenant’s Adjusted Share of Operating Expenses shall collectively be referred to herein as the “Total Rent”. Beginning October abated for one (1, 2006, ) month and one (1) week beginning on the first sixth (1st6th) calendar day anniversary of every calendar month thereafter during the TermTerm Commencement Date. 7.2. In addition to Base Rent, Subtenant Tenant shall pay to Sublessor without right Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of offsetOperating Expenses (as defined below), (b) the Total Rent due to Landlord or other third parties under the Lease andProperty Management Fee (as defined below), to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord (c) sums due under for consulting services provided to Tenant by Landlord at Tenant’s request if those services exceed the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion customary tenant-servicing efforts of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together Landlord in Landlord’s reasonable discretion (with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers having sole discretion with respect to the Subleased Premises provision of such services (if any) and shall have all utilities how those services will be billed to Tenant, including the use of a taxable subsidiary to provide such services and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible ▇▇▇▇ for the payment for services/utilities rendered said utility same) and (d) any other amounts that Tenant assumes or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay under the provisions of this Lease that are owed to Sublessor Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without right of abatement, deduction or offset, in lawful money of the amount United States of $4,128.01 which amount reflects America to the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred address set forth in Section 2.8 or to herein such other person or at such other place as the “Rent Advance”)Landlord may from time designate in writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and shall be paid at the then-current rate for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence, except as expressly set forth herein; and, except as expressly set forth herein, Tenant waives all rights now or hereafter existing to terminate or cancel this Sublease terminates Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover rent. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or pertaining to the period prior to the expiration date of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion expiration or earlier termination of the Rent Advance. Time is of the essence Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing respect to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorother period.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1sta) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, Oread as initial annual rent ("Sublease Annual Rent") an amount equal to the extent received from Subtenantgreater of (i) Forty Five Thousand One Hundred Eighty Dollars ($45,180.00), Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to (ii) that sum which Oread must pay Landlord sums due under pursuant to the Prime Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July as Rent on an annual basis attributable to that portion of the Total RentDemised Premises designated hereunder as the Subleased Premises. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to SublessorOread the Sublease Annual Rent, without right of abatement, deduction or offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy lawful money of the utility payment to Sublessee United States of America, at the address for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments Landlord set forth above, beginning on October 1, 2006 and in Paragraph 13 of this Sublease. The initial Sublease Annual Rent shall be paid on the first calendar day of each calendar month thereafterduring the Sublease Term in equal monthly installments of Three Thousand Seven Hundred Sixty Five Dollars ($3,765.00). The Sublease Annual Rent is subject to adjustment as hereafter set forth. (b) The Sublease Annual Rent shall be increased effective each Rent Adjustment Date under the Prime Lease by eighty cents ($.80) per square foot. (c) Within ten (10) days after Oread receives from Prime Landlord the statement described in Section 7.2.1 of the Prime Lease showing the actual Operating Expenses and Oread's Pro Rata Share of Building Operating Expenses and Project Operating Expenses, Oread shall furnish to Subtenant agrees a similar statement showing the additional amount, if any, owed by Subtenant to Oread as Sublease Annual Rent pursuant to Paragraph 4(a) above. If any additional amount is owed by Subtenant to Oread, such amount shall be due and payable no later than five (5) days after delivery to Subtenant of such statement. Subtenant's obligation to pay to Sublessor without right of offset, the any additional amount of $4,128.01 which amount reflects the monthly repayment of Basic Sublease Annual Rent paid by Sublessor during due shall survive the months termination of August and September this Sublease. (collectively referred to herein as d) Any monthly installment of Sublease Annual Rent due for any period less than a full month shall be prorated for such fractional month on the “Rent Advance”). In the event this Sublease terminates prior to the expiration basis of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion actual number of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) days in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessormonth.

Rent. The Section 4.01 Tenant covenants to pay to Landlord in lawful United States currency the Annual Base Rent. All Annual Base Rent shall be payable, in equal monthly portion of Basic Annual Rentinstallments, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to in advance, beginning on the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006Commencement Date, and continuing on the first (1st) calendar day of each and every calendar month thereafter during the Term, Subtenant provided that no Annual Base Rent shall be payable during the Free Rent Period. Should the Commencement Date fall on a day other than the first day of the month, then Tenant shall pay to Sublessor Rent for the fractional month commencing on the Commencement Date and ending on the last day of the month in which the Commencement Date occurs on a per diem basis (calculated on the basis of a thirty-day month), payable upon occupancy of the Premises by Tenant. All Rent, including, without right of offsetlimitation, the Total Rent due Additional Rent, and other payments to Landlord under this Lease shall be paid to Landlord, without demand, setoff, or deduction whatsoever, except as specifically provided in this Lease, at Landlord’s Notice Address or at such other third parties under the Lease and, place as Landlord shall designate in writing to Tenant. Except to the extent received from Subtenantotherwise provided herein, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure Tenant’s obligations to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 Rent and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under this Lease are covenants independent of the Lease Landlord’s obligations under this Lease. Section 4.02 All monetary obligations of Tenant to Landlord under this Lease, of any type or nature, other third parties arising after than Annual Base Rent, shall be denominated as “Additional Rent”. Landlord shall have the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes same rights and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers remedies with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held defaults in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments Additional Rent as set forth above, beginning on October 1, 2006 in this Lease with respect to payment of Annual Base Rent. The term “Rent” when used in this Lease shall be deemed to include Annual Base Rent and on the first calendar day all forms of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorAdditional Rent.

Rent. The rent ("Rent") reserved for the Term under this Sublease ----- shall consist of the following: a. annual minimum rent ("Base Rent") of Fifty One Thousand Eight Hundred and Four Dollars ($51,804), payable in equal monthly portion installments of Basic Annual RentFour Thousand Three Hundred and Seventeen Dollars ($4,317), all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1in advance, 2006, and on the first (1st) calendar day of each and every calendar month thereafter during for the Termperiod of September 1, 1996 through March 31, 1999; and b. Base Rent of $76,290, payable in equal monthly installments of $6,357 in advance, on the first day of each and every month for the period of April 1, 1999 through March 31, 2004. c. additional rent equal to 19% (representing the rentable area of the Subleased Premises divided by the rentable area of the Prime Lease Premises) ("Subtenant's Proportionate Share") of that amount which is payable by Sublandlord for additional rent under Article IV, Paragraphs 4.02 and 4.03 and Article VIII, Paragraph 8.01 of the Prime Lease ("Additional Rent"); provided, -------- however, Subtenant's Proportionate Share shall be reduced pro-rata in the event ------- that Sublandlord exercises its option under the Prime Lease to rent expansion space or otherwise rents additional space under the Prime Lease. d. If Subtenant shall procure any additional services (other than those referred to in Article IV of the Prime Lease in connection with Operating Expenses) from Prime Landlord, Subtenant shall pay for such services at the rates charged therefor by Prime Landlord and shall make such payment to Sublessor without right of offsetSublandlord or Prime Landlord as Sublandlord shall direct; provided, the Total Rent due to Landlord or other third parties under the Lease andhowever, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to any such charges that are reasonably attributable to both Subtenant and tenants or occupants other than Subtenant, or to both the Subleased Premises and shall have all utilities and contracts with Service Providers to premises other than the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006Subleased Premises, Subtenant shall also only be responsible for payment that portion reasonably attributable to Subtenant or the Subleased Premises. e. Additional Rent shall be payable by Subtenant within seven (7) days after receipt of all utilities and Service Providers to Notice from Sublandlord, provided that, notwithstanding the Leased Premises to the extent said utilities and services were provided from and after August 1foregoing, 2006. Subtenant shall not be obligated to pay said utilities directly Additional Rent to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or Sublandlord earlier than ten (10) days before the date said payment on which the same is duepayable to Prime Landlord under the Prime Lease. FurthermoreThe Parties agree that, and in addition subject to the foregoing payments preceding Notice requirements, Subtenant's obligation hereunder to pay Subtenant's Proportionate Share of Additional Rent payable by Sublandlord under the Prime Lease, arises as and when Sublandlord is obligated to pay Additional Rent under the Prime Lease, including when Sublandlord is obligated to pay Additional Rent based on Prime Landlord's estimates of Additional Rent in accordance with the terms of the Prime Lease; provided that if any Additional Rent is finally determined under the Prime Lease to be greater or less than such estimates, Subtenant shall be obligated to pay or entitled to receive, as the case may be, Subtenant's Proportionate Share of such greater or lesser difference, as and when Sublandlord is obligated to pay or entitled to receive the same under the Prime Lease. f. Except as otherwise specifically provided for herein, Rent shall be paid by Subtenant to Sublandlord at the office of Sublandlord set forth above, beginning on October 1or such other place as Sublandlord may designate in writing, 2006 without prior notice or demand therefor and on the first calendar day of each calendar month thereafterwithout any abatement, deduction or setoff. Sublandlord may at any time and from time to time direct Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized all or any portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease on Sublandlord's behalf directly to Prime Landlord at such address as Sublandlord may at any time and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing from time to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessortime direct.

Rent. The Section 4.1 Tenant shall pay to Landlord, without notice, demand, offset or deduction, in lawful money of the United States of America, at Landlord’s Address for Payment, or at such other place or in such other manner as Landlord shall designate in writing from time to time: (a) the Base Rent in equal monthly portion of Basic Annual Rentinstallments, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1in advance, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterduring the Term, Subtenant agrees and (b) the Additional Rent, at the respective times required hereunder. If the Commencement Date falls on a date other than the first day of a calendar month, the Rent due for such fractional month shall be prorated on a per diem basis for the portion of such fractional month falling within the Term. Notwithstanding anything contained in this Lease to the contrary and provided no monetary or material non-monetary Event of Default exists hereunder, Tenant shall not be obligated to pay to Sublessor without right of offsetBase Rent or Tenant’s Operating Costs Payment due for the period beginning on March 1, the 2006 and continuing through June 30, 2007. The total amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Base Rent paid by Sublessor during the months of August and September (Tenant’s Operating Costs Payment abated hereunder is collectively referred to herein as the “Abated Rent”. If at any time during the forgoing abatement period, a monetary or material non-monetary Event of Default has occurred under this Lease, then in addition to all other rights, powers and remedies available to Landlord under this Lease, the abatement of Base Rent Advance”)and Tenant’s Operating Cost Payment provided to Tenant in this Section 4.1 shall terminate upon written notice from Landlord and Tenant shall pay all Base Rent and Tenant’s Operating Cost Payment which would have accrued and been paid after such termination of the abatement (but for the abatement herein permitted) as and when they become due. In Notwithstanding the foregoing, in the event that such monetary or material non-monetary Event of Default is thereafter cured in accordance with the terms of this Sublease terminates prior Lease, the foregoing abatement shall resume such that Tenant receives (when added to any abatement already received hereunder) a full sixteen (16) months of abatement of Base Rent and Tenant’s Operating Cost Payment. If Landlord fails to review and approve the Plans or Tenant’s Contractors within the timeframes specified in Exhibit D and/or if Landlord fails to deliver possession of the Premises to Tenant on the date Landlord and Tenant execute this Lease and/or Landlord fails to otherwise fulfill its obligations specified in Exhibit D and such failure or failures result in a delay in the completion of the Leasehold Improvements beyond March 1, 2006, the Commencement Date shall be delayed one day for each day of delay caused by Landlord and the Abated Rent shall be revised to begin on the Commencement Date and continue for sixteen (16) full months thereafter. Section 4.2 All installments of Rent not paid within five (5) days after their due date shall be subject to a late charge of five percent (5%) of the amount of the late payment and, in addition, all installments of Rent not paid on their due date shall bear interest from the date due until paid at a rate per annum (the “Interest Rate”) equal to the expiration greater of (i) twelve percent (12%) or (ii) four percent (4%) above the prime rate of interest (the “Prime Rate”) from time to time publicly announced by BankOne, a national banking association, or any successor thereof; provided, in no event shall the Interest Rate exceed the maximum rate of interest then permitted by applicable law. Notwithstanding the foregoing, the first time Tenant fails to pay Rent within five (5) days of the date such payment is due during any twelve (12) month period during the Term, Subtenant Landlord shall remain provide Tenant with one (1) Business Day prior written notice before imposing the late charge and interest provided in this Section 4.2. Section 4.3 Tenant shall pay to Landlord, at the same time as Tenant is required to pay Base Rent, an amount equal to all federal, state and local gross proceed taxes, privileges taxes, sales taxes, value added taxes, or similar taxes (collectively, “Rent Taxes”) now or hereafter levied or assessed upon any Rent or other payment, or the payment or receipt thereof, or which Landlord will be required to pay as a result of its receipt of Tenant’s payment thereof, except that, notwithstanding any provision in this Lease to the contrary, Tenant shall not be obligated to pay Sublessor the unamortized portion to Landlord any amount on account of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to any franchise, corporation, income or net profits, excess profits, transfer, sale, gift, capital stock, inheritance, succession, estate or similar taxes if any, payable by Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.

Rent. (a) The monthly portion of Basic Annual Rent, all Common Area Expenses Rent (specified in Section 1.1 hereof) and all other amounts and expenses considered “any additional rent” or otherwise due Landlord rent or other parties charges payable pursuant to the this Lease shall collectively be referred payable by Sublessee to herein Sublessor by mailing such rent payment to Genzyme Corporation, P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇ such other place as the “Total Rent”. Beginning October 1, 2006, and Sublessor may from time to time designate by notice to Sublessee). (b) Rent shall be payable in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term, Subtenant term of this Sublease. (c) Rent for any partial month shall pay be paid by Sublessee to Sublessor without right of offsetat such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, the Total as hereinafter provided, shall likewise be prorated. (d) All Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under this Sublease shall be made without demand, offset or deduction. Sublessee shall be entitled to a fair and equitable share of all abatements of rent and rent adjustments set forth in the Prime Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers been granted with respect to the Subleased Premises. (e) Sublessee represents and Sublessor acknowledges that, as of the Commencement Date and for the period of approximately six months thereafter, Sublessee expects to use the approximately 2,638 rentable square foot portion of the Premises and identified on Exhibit A as the "Expansion Space" for only limited purposes. Accordingly, Sublessor hereby agrees that Sublessee shall have all utilities and contracts no obligation to pay any rent with Service Providers respect to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider)Expansion Space until May 1, 1997. From and after August May 1, 20061997, Subtenant however, full rent shall also be responsible for payment of all utilities due and Service Providers payable with respect to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006Expansion Space. Subtenant Sublessor shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee with such "free rent" for the Expansion Space by applying to Sublessee's rental account for each month of August on or before the date said payment is due. Furthermorethat Sublessee qualifies for free rent, and a credit in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects 8,353.67. (f) It is the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the parties that Rent Advance. Time is of the essence with the payments called for payable by Sublessee under this Sublease shall be a "gross rent" that includes amounts on account of base rent, utilities, operating expenses and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid real estate taxes payable by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid Sublessee to Sublessor.; i.

Rent. The monthly portion of Basic Annual During the Term, Tenant shall pay Landlord the Base Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1in equal monthly installments, 2006in advance, and on the first (1st) calendar day of every calendar each month thereafter during the Term, Subtenant shall pay to Sublessor without right notice, bill or demand. Notwithstanding the foregoing, provided no Event of offsetDefault has occurred and is continuing, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor Tenant shall not be in default hereunder required to pay Base Rent from the Commencement Date until the Rent Commencement Date. If the Rent Commencement Date is not the first day of a month, the Base Rent for the failure month in which the Rent Commencement Date occurs shall be apportioned according to the number of days in that month. Tenant shall pay all Additional Rent that is payable to Landlord within fifteen (15) days after Tenant is billed for such amount, unless a different time period is specified in this Lease. Landlord shall have the same rights and remedies with respect to non-payment of Additional Rent as Landlord has with respect to Base Rent. Rent payable to Landlord shall be paid to Landlord at Landlord’s Address in lawful money of the United States of America by good check or, at Landlord’s request, by wire transfer. All Rent shall be paid without notice, demand, deduction, abatement or setoff, except as otherwise expressly provided in this Lease. A bill for Rent payable to Landlord sent by first class mail to the address to which Notices are to be given under this Lease shall be deemed a proper demand for the payment of the amounts set forth therein, but nothing contained herein shall be deemed to require Landlord to send a Rent bill or otherwise make any demand for the payment of Rent except where such notice or demand is expressly required by the terms of this Lease. This is an absolutely net lease. Accordingly, Landlord shall receive a net return from the Premises equal to the Base Rent, without deduction for any expense or charge for the Premises (except as otherwise expressly provided in this Lease). Tenant shall pay as Additional Rent all expenses, of every kind and nature, relating to or arising from the Premises, including Impositions and expenses arising from the leasing, management, operation, maintenance, repair, use, or occupancy of the Premises and all construction relating to the Premises, except as otherwise expressly provided in this Lease. Notwithstanding the foregoing, so long as no Event of Default has occurred, Landlord agrees to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion all of the Total Rent. On or before August 1following expenses: (a) any expenses expressly agreed to be paid by Landlord in this Lease, 2006 (b) debt service and September 1other payments with respect to any Fee Mortgage, 2006(c) expenses incurred by Landlord to monitor and administer this Lease, Subtenant shall pay to Sublessorunless otherwise expressly provided in this Lease, without right of offset(d) expenses incurred by Landlord in the ownership, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Dateleasing, which term includes without limitationmanagement, all Common Area Expensesoperation, utilitiesmaintenance, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after use or occupancy of the Premises with respect to periods prior to the Commencement Date (collectivelysubject to adjustment of Impositions as provided in Article IV), “Service Providers”)and (e) other expenses that are personal to the Landlord, including ▇▇▇▇▇▇▇▇’s income taxes. Prior Landlord’s delay in rendering, or failure to August 1render, 2006, Subtenant any statement or bill for Additional Rent for any period shall provide Sublessor written evidence not waive Landlord’s right to render a statement or collect such Additional Rent for that Subtenant has contracted with all utility and Service Providers or any subsequent period. If Landlord delivers to Tenant an incorrect statement with respect to the Subleased Premises and any Rent, Landlord shall have all utilities the right to give Tenant a corrected statement for the period covered by the incorrect statement and contracts with Service Providers to collect the correct amount of the Rent. If at any time during the Term the Rent is not fully collectible by reason of any Law, Tenant shall enter into such agreements and take such other action as Landlord reasonably requests and which is not prohibited by any Law, to permit Landlord to collect the maximum permissible Rent (but not in excess of the Rent). If such Law terminates prior to the Leased Premises held Expiration Date (a) the Rent shall be paid in the name of Subtenant accordance with this Lease, and (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant b) Tenant shall pay said utilities directly to Landlord, if not prohibited by any Law, the provider Rent which would have been paid but for such Law, less the actual amount of said utilitiesRent paid by Tenant to Landlord during the period of such Law. If any installment of Base Rent or any Additional Rent is not paid within five (5) days of the date due under this Lease, Tenant shall pay Landlord, as Additional Rent, a late charge equal to five percent (5%) of the overdue amount for, among other things, defraying the expenses incident to handling such delinquent payments. Such charge shall be in addition to, and provide a copy not in lieu of, any other remedy Landlord may have. If any installment of Base Rent or any Additional Rent is not paid within ten (10) days of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermoredue under this Lease, and Tenant shall pay Landlord, as Additional Rent, in addition to the foregoing payments set forth above-described late charge, beginning on October 1, 2006 and interest on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, overdue amount at the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Interest Rate. Such overdue Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are first due (without regard to any grace period) until the date such amounts owing by Subtenant are paid to SublessorRent is paid. Such interest shall be in addition to, and not in lieu of, any other remedy Landlord may have.

Rent. The monthly portion Tenant shall timely pay to Landlord Rent (as defined in the Basic Lease Information), including the amounts set forth in Exhibit C hereto, without notice, demand, deduction or set-off (except as otherwise expressly provided herein), by good and sufficient check drawn on a national banking association at Landlord’s address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes, if applicable. Except as otherwise expressly set forth herein, the foregoing covenants of Basic Annual Tenant are independent covenants and Tenant shall have no right to withhold or ▇▇▇▇▇ any payment of Base Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord Additional Rent, Taxes, Insurance or other parties pursuant payment, or to set off any amount against the Base Rent, Additional Rent, Taxes, Insurance or other payment then due and payable, or to terminate this Lease, because of any breach or alleged breach by Landlord of this Lease shall collectively or because of the condition of the Premises. Tenant hereby acknowledges and agrees that it has been represented by counsel of its choice and has participated fully in the negotiation of this Lease, that Tenant understands that the remedies available to Tenant in the event of a default by Landlord may be referred more limited than those that would otherwise be available to herein as Tenant under the “Total Rent”. Beginning October 1, 2006common law in the absence of certain provisions of this Lease, and on that the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties so-called “dependent covenants” rule as developed under the Lease andcommon law (including, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expensesthe statement of such rule as set forth in the Restatement (Second) of Property, utilitiesSection 7.1) shall not apply to this Lease or to the relationship of landlord and tenant created hereunder. Base Rent, taxes and third party service providersadjusted as herein provided, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after shall be payable monthly in advance beginning on the Base Rent Commencement Date. The monthly Base Rent for any partial calendar month during which the Base Rent Commencement Date occurs shall equal the product of 1/365 (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In additionof a leap year, any payment to Sublessor due 1/366) of the annual Base Rent in effect during such partial month and owing under this Sublease that is late shall bear interest at the rate provided number of days in the Lease from partial month, and shall be due on the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.Base Rent

Rent. The monthly portion rent for the Accommodation will be as stated on page 1 of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due this Tenancy Agreement. The Landlord or other parties pursuant acknowledges the Tenant has paid the Advance Payment of FIVE HUNDRED POUNDS (£500) STERLING which will be credited to the Lease shall collectively Tenant’s rent account. Subsequent Rent payments must be referred to herein as the “Total Rent”paid by monthly instalments in advance by recurring card payments (from a UK bank account). Beginning October 1, 2006, and The subsequent monthly sums due will be shown on the first rent schedule to be provided separately to the Tenant. The sum of ONE HUNDRED AND FIFTY POUNDS (1st£150) calendar day STERLING of every calendar month thereafter during the TermAdvance Payment will be retained by the Landlord as a cancellation fee if this Tenancy Agreement is terminated, Subtenant shall pay to Sublessor without right of offset, either by the Total Rent Tenant or by the Landlord due to a breach of the terms of this Tenancy Agreement by the Tenant, prior to 6 September 2019. If this Tenancy Agreement is terminated by the Tenant, or by the Landlord or other third parties under due to a breach of the Lease andterms of this Tenancy Agreement by the Tenant, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or at any time after 6 September 2019 before the contractual termination date stated on page 1 of this Tenancy Agreement the Landlord will be entitled to retain from the Rent paid in advance such rental payments are due. Sublessor shall not be in default hereunder sums as may Necessary to compensate the Landlord for the failure Landlord’s losses due to pay such early termination all in accordance with the terms of Condition 25 (c) hereof. If there is an insufficient sum at the credit if the Tenant’s Rent account to compensate the Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of Landlord’s losses, (as determined in accordance with Condition 25 (c)) the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be Tenant will remain responsible for payment of all utilities and Service Providers any shortfall notified to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)Tenant. In the event this Sublease terminates prior of there being a credit balance on the Tenant’s Rent there shall be refunded to the expiration Tenant such proportion of any payments made in advance by the Term, Subtenant shall Tenant as may remain obligated to pay Sublessor after deduction of (1) any Rent due by the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due Tenant until the date such amounts owing of occupation by Subtenant are paid to Sublessorthe new occupier and (2) Administrative, legal, factorial, cleaning and other costs incurred by the Landlord in re-letting the Premises.

Rent. (a) Subtenant shall pay to Sublandlord rent (“Fixed Rent”) at the rate of $362,180.00 per annum from the Commencement Date through the Expiration Date, payable in advance in equal monthly installments of $30,181.67. (b) Monthly installments of Fixed Rent shall be paid in advance in equal monthly installments on the first day of each month of the Term. If the Commencement Date shall not be the first day of a month, Fixed Rent shall be prorated on a per diem basis. The monthly portion installment of Basic Annual Rent, all Common Area Expenses Fixed Rent for the calendar month in which the Expiration Date occurs shall be prorated on a per diem basis if the Expiration Date does not occur on the last day of the month. (c) Fixed Rent and all other amounts (“Additional Rent;” together with Fixed Rent, collectively “Rent” or “rent”) payable by Subtenant to Sublandlord under the provisions of this Sublease shall be paid promptly when due, without notice or demand therefor, and expenses considered without deduction, abatement, counterclaim or setoff. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States at the office of Sublandlord or such other place (or by wire) as Sublandlord may designate from time to time. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment without prejudice to Sublandlord’s right to recover the balance due or to pursue any other remedy available to Sublandlord. Any provisions in the Prime Lease incorporated herein by reference (whether capitalized or lower case) referring to “fixed rent,” “annual rent,” “base rent,” “rent,” ,”additional rent,” “escalations,” “payments” or otherwise “charges” or words of similar import shall be deemed to refer to Fixed Rent and Additional Rent due Landlord or other parties pursuant under this Sublease. (d) Notwithstanding anything to the Lease shall collectively be referred to herein contrary contained herein, so long as the “Total Rent”. Beginning October 1, 2006, and on the first (1sti) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder and (ii) Prime Landlord has waived $30,181.67 of the fixed annual rent under the Prime Lease pursuant to Section 4(a) of the First Amendment, the Fixed Rent payable by Subtenant hereunder (but not any Additional Rent) shall be abated for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion first month of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held Term in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)30,181.67. In the event Subtenant acknowledges that if this Sublease terminates prior shall terminate due to the expiration of the Term, a default by Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under hereunder or if this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) be rejected in the event any payment required to case of a bankruptcy, the foregoing abated Fixed Rent shall be paid by Subtenant is late. In addition, any payment to Sublessor immediately due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpayable.

Rent. (a) Subtenant shall pay to Sublandlord rent (“Fixed Rent”) of $322,715.00 per annum, payable in equal advance monthly installments of $26,892.92 on the first day of each month during the Sublease Term (except as expressly provided otherwise in this Sublease) without prior demand, offset or deduction. The Fixed Rent does not include electricity charges, i.e., the “ERI Sum” described in the Lease, hereinafter called the “Fixed Electricity Charge”, which shall be paid by Subtenant at the rate of $11,040.25 per year ($920.02 per month) in advance monthly installments on the first day of each month in the Sublease Term without prior demand, offset or deduction, except as otherwise provided in Section 9(b) below. The Fixed Rent is subject to increases as provided in Section 9(d) below. (b) The first monthly installment of Fixed Rent in the sum of $26,892.92 plus $920.02 for one month of the Fixed Electricity Charge shall be paid on the execution of this Sublease by Subtenant in the total sum of $27,812.94 (the “Prepaid Rent”) and applied to first rents coming due under this Sublease. If the Sublease Commencement Date shall not be the first day of a month, then, once the Sublease Commencement Date is known, the Pre-Paid Rent for such partial month shall be prorated on a per diem basis, and any excess amount paid on the execution of this Sublease shall be credited to the next rents coming due under this Sublease. (c) If Subtenant is not in default under this Sublease and it remains in full force and effect, Subtenant shall be entitled to a rent abatement in the total sum of $53,785.83 (the “Initial Abatement”) which will be applied in reduction of Subtenant’s rental obligation coming due under this Sublease immediately following the application of the Prepaid Rent. If this Sublease shall be terminated for Subtenant’s default, any portion of Basic Annual Rentthe Initial Abatement previously issued to Subtenant shall be paid to Sublandlord as Additional Rent and any portion of the Initial Abatement not previously issued shall be waived by Subtenant. (d) As used herein, all Common Area Expenses and all other amounts and expenses considered “additional rentSublease Year” or otherwise due Landlord or other parties pursuant means successive twelve (12) calendar month periods, with the first (1st) Sublease Year to begin on the Lease first day of the month in which the Sublease Commencement Date occurs. On the first day of the second (2nd) Sublease Year, the Fixed Rent shall collectively be referred multiplied by one hundred three percent (103%) to herein as equal $332,396.45 per year ($27,699.70 per month). On the “Total Rent”. Beginning October 1, 2006first day of the third (3rd) Sublease Year, and on the first (1st) calendar day of every calendar month each Sublease Year thereafter during the Sublease Term, Subtenant shall pay to Sublessor without right of offset, the Total Fixed Rent due to Landlord or other third parties (as previously increased under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor this paragraph) shall be responsible for the July portion multiplied by one hundred three percent (103%). The cumulative compounded annual three percent (3%) increases in Fixed Rent described in this paragraph are in lieu of the Total Renttax and operating expense escalation charges set forth in Articles 37 and 38 of the Lease. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right The foregoing provisions of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held this paragraph are illustrated in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor.chart below:

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Tenant shall pay to Sublessor without right of offset, Landlord as the Total Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure Premises the amount set forth in Section 1(i), subject to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenantadjustment as hereinafter provided. Sublessor Nothing contained herein shall be responsible for construed at any time so as to reduce the July portion of Base Rent payable hereunder below the Total amount set forth above. Base Rent shall be adjusted in accordance with the following provisions (any such adjustment is “Additional Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1January 1 of each year in the Term or as soon thereafter as reasonably possible, 2006, Subtenant Landlord shall provide Sublessor written evidence that Subtenant has contracted Tenant with all utility an estimate (which Landlord may re-estimate at any time) of Operating Expenses and Service Providers with respect to Taxes for the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held next calendar year in the name Term (each, an “Operating Period”), and commencing on January 1 of Subtenant each Operating Period, one-twelfth (reflecting Subtenant 1/12) of Tenant’s Pro-rata Share of the estimated Operating Expenses and Taxes will be due each month from Tenant as Tenant’s Additional Rent during such Operating Period. If Landlord’s statement is furnished after the start of an Operating Period, then Tenant shall continue to be solely responsible pay the monthly amount of its Additional Rent due for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 prior Operating Period and on the first calendar day next monthly Additional Rent payment date after Tenant receives Landlord’s statement, Tenant shall also pay any excess amounts allocable to the prior months in that Operating Period. As of each calendar month thereafterthe Effective Date of this Lease, Subtenant agrees to pay to Sublessor without right of offset, Landlord's estimate is that the amount of that will be due as Additional Rent hereunder for the year in which the Commencement Date occurs will be $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration 12.41 per RSF of the Term, Subtenant shall remain obligated Rentable Area of Premises per year. Until further written notice is forwarded from Landlord to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence Tenant in accordance with the payments called for under provisions of this Sublease and Subtenant Lease, Tenant shall pay Sublessor all penalties and late fees called for under the Lease (owing remit 1/12th of this amount to Landlord) in the event any payment required Landlord monthly as Additional Rent, to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided same time and in the Lease from the date said same manner as Tenant’s monthly payments are due until the date such amounts owing by Subtenant are paid to Sublessorof Base Rent.

Rent. The monthly portion of Basic Annual Rent7.1 Tenant shall pay to Landlord as Base Rent for the Premises, all Common Area Expenses and all other amounts and expenses considered commencing on the date that is three (3) months after the Term Commencement Date (the “additional rent” or otherwise due Landlord or other parties pursuant Rent Commencement Date”), the sums set forth in Section 2.3, subject to the Lease rental adjustments provided in Article 8 hereof. Base Rent shall collectively be referred paid in equal monthly installments as set forth in Section 2.3, subject to herein as the “Total Rent”. Beginning October 1rental adjustments provided in Article 8 hereof, 2006, and each in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term. 7.2 In addition to Base Rent, Subtenant Tenant shall pay to Sublessor without right Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of offsetOperating Expenses (as defined below), (b) the Total Rent due to Landlord or other third parties under the Lease andProperty Management Fee (as defined below), to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord (c) sums due under for consulting services provided to Tenant by Landlord, at Tenant’s written request, if those services exceed the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion customary tenant-servicing efforts of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together Landlord in Landlord’s reasonable discretion (with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers having sole discretion with respect to the Subleased Premises provision of such services (if any) and shall have all utilities how those services will be billed to Tenant, including the use of a taxable subsidiary to provide such services and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible ▇▇▇▇ for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilitiessame, and provide a copy of the utility payment to Sublessee for the month of August on (d) any other amounts that Tenant assumes or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay under the provisions of this Lease that are owed to Sublessor Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3 Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without right of abatement, deduction or offset, in lawful money of the amount United States of $4,128.01 which amount reflects America to the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred address set forth in Section 2.8 or to herein such other person or at such other place as the “Rent Advance”)Landlord may from time designate in writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and shall be paid at the then-current rate for such fractional month. 7.4 Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence; and except as expressly herein, Tenant waives all rights now or hereafter existing to terminate or cancel this Sublease terminates Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover Rent. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or pertaining to the period prior to the expiration date of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion expiration or earlier termination of the Rent Advance. Time is of the essence Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing respect to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorother period.

Rent. The 5.1 Tenant agrees to pay Landlord as Basic Annual Rent for the Premises the sum set forth in Section 2.1.3, subject to the rental adjustments provided in Article 6. Basic Annual Rent shall be paid in the equal monthly portion installments set forth in Section 2.1.4, each in advance on the first day of each and every calendar month during the term of this Lease. 5.2 In addition to Basic Annual Rent, all Common Area Tenant agrees to pay to Landlord as additional rent (“Additional Rent”), at the times hereinafter specified in this Lease, Direct Expenses as provided in Article 7, reimbursement and expenses of Landlord’s performance of any obligations of Tenant under this Lease, and all other amounts and expenses considered “additional rent” that Tenant assumes or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay under the provisions of this Lease, including without limitation any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to Sublessor without right comply with the agreements, terms, covenants and conditions of offset, the amount of $4,128.01 which amount reflects the monthly repayment of this Lease to be performed by Tenant. 5.3 Basic Annual Rent and Additional Rent shall together be denominated “Rent.” Except as expressly set forth in this Lease, Rent shall be paid by Sublessor during to Landlord, without notice, demand, abatement, suspension, deduction, setoff, counterclaim, or defense except as set forth in this Lease or pursuant to law (unless otherwise set forth in this Lease), at the months office of August and September (collectively referred Landlord as set forth in Section 2.1.8 or to herein such other person or at such other place as the “Rent Advance”). Landlord may from time to time designate in writing. 5.4 In the event the term of this Sublease terminates Lease commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid at the then current rate for such fractional month prior to the expiration commencement of the Termpartial month. 5.5 Except as otherwise expressly set forth in this Lease, Subtenant shall remain obligated this is an absolutely triple net lease to pay Sublessor Landlord. It is the unamortized portion intent of the parties that the Basic Annual Rent Advance. Time is of the essence with the payments called for payable under this Sublease Lease shall be a net return to Landlord and Subtenant that Tenant shall pay Sublessor all penalties costs and late fees called for under expenses relating to the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate Premises unless otherwise expressly provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorthis Lease.

Rent. The 7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the Term Commencement Date, the sums set forth in Section 2.3. Base Rent shall be paid in equal monthly portion of Basic Annual Rentinstallments as set forth in Section 2.3, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and each in advance on the first (1st) calendar day of each and every calendar month thereafter during the Term. Notwithstanding the foregoing, Subtenant provided that Tenant is not in Default, Tenant shall pay be entitled to Sublessor without right receive an abatement of offsetBase Rent for months two (2) through seven (7) of the initial Term (the “Base Rent Abatement Period”) in an aggregate amount not to exceed Two Hundred Ninety-Five Thousand Nine Hundred Ninety Three and 80/100 Dollars ($295,993.80) (the “Base Rent Abatement”) (for purposes of clarity, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor Tenant shall be responsible for all other Rent due pursuant to the July portion terms of this Lease during the Base Rent Abatement Period). Tenant acknowledges and agrees that the foregoing Base Rent Abatement has been granted to Tenant as additional consideration for entering into this Lease, and for agreeing to pay the Base Rent and perform the terms and conditions otherwise required under this Lease. If Tenant shall be in Default under this Lease, then Tenant’s right to receive the Base Rent Abatement for the Base Rent Abatement Period shall automatically terminate as of the Total date of such Default and Tenant shall immediately be obligated to begin paying Base Rent for the Premises in full; provided, however, that notwithstanding any provision to the contrary set forth in Article 31 of this Lease, in no event shall Tenant be liable to Landlord for any Base Rent abated prior to such Default unless and until this Lease is terminated as a result of a Default by Tenant. Upon any such termination of this Lease as a result of a Default by Tenant, Tenant shall be liable to Landlord for all Base Rent abated prior to such Default. Except in connection with an Exempt Transfer, the Base Rent Abatement shall be personal to the original Tenant and shall only apply to the extent that the original Tenant (and not SMRH:418641349.9 8 any assignee, or any sublessee or other transferee of the original Tenant’s lease in this Lease) is the Tenant under this Lease during such Base Rent Abatement Period. 7.2. In addition to Base Rent. On or before August 1, 2006 and September 1, 2006, Subtenant Tenant shall pay to SublessorLandlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below) and (c) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without right of abatement, deduction or offset, all rent considered “additional rent” pursuant in lawful money of the United States of America at the office of Landlord as set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the Lease together with all event the Term commences or ends on a day other amounts due under than the Lease to Landlord or other third parties arising after first day of a calendar month, then the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after shall be paid at the Commencement Date (collectively, “Service Providers”)then-current rate for such fractional month. 7.4. Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers Except with respect to the Subleased Premises and Base Rent Abatement provided in Section 7.1, Tenant’s obligation to pay Rent shall have all utilities and contracts with Service Providers not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Leased Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided in this Lease, any casualty or taking or (d) except as expressly provided in Section 16.2, any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises held or any part thereof, or to assert any defense in the name nature of Subtenant (reflecting Subtenant constructive eviction to be solely responsible for the payment for services/utilities rendered said utility any action seeking to recover rent. Tenant’s obligation to pay Rent with respect to any period or Service Provider). From and after August 1obligations arising, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers existing or pertaining to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates period prior to the expiration date of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion expiration or earlier termination of the Rent Advance. Time is of the essence Term or this Lease shall survive any such expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing respect to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorother period.

Rent. The monthly portion A. Tenant covenants to pay to Landlord during the Lease Term, in lawful money of Basic Annual the United States of America, without prior notice, or demand therefor and without any deduction, defense, counterclaim, setoff or abatement whatsoever except as otherwise expressly provided herein, the full amount of all Base Rent and Additional Rent due hereunder and the full amount of all such other sums of money as shall become due under this Lease, all of which hereinafter may be collectively called “Rent.” In addition, Tenant shall pay, as Additional Rent, all Common Area Expenses rent, sales and use taxes or other similar taxes, if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other amounts payments required to be paid to Landlord by Tenant under this Lease. Such payments shall be paid concurrently with the payments of the Rent on which the tax is based. Base Rent and expenses considered “additional rent” Additional Rent for each calendar year or otherwise due Landlord or other parties pursuant to portion thereof during the Lease Term, shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, due and payable in advance in monthly installments on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterduring the Lease Term, Subtenant agrees without demand. If the Lease Term commences on a day other than the first day of a month or the Lease Term 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. All amounts received by Landlord from Tenant hereunder shall be applied first to the earliest accrued and unpaid Rent then outstanding. Tenant's covenant to pay to Sublessor without right Rent shall be independent of offsetevery other covenant set forth in this Lease. B. To the extent allowed by law, the amount all installments of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent not paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor when due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease Default Rate from the date said payments are due until the date paid. In addition, if Tenant fails to pay any installment of Base Rent and Additional Rent or any other item of Rent when due and payable hereunder, a “Late Charge” equal to five percent (5%) of such amounts owing unpaid amount will be due and payable immediately by Subtenant are paid Tenant to SublessorLandlord.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses a) From and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Sub-Subtenant shall pay said utilities directly to Sub-Sublandlord rent (“Fixed Rent”) in an amount equal to 100% of the provider then applicable Base Rent (as defined in the Sublease) payable by Sub-Sublandlord to Sublandlord pursuant to Section 4.1 of said utilitiesthe Sublease, consistently with the terms of Article 4 of the Sublease. b) Fixed Rent and all other amounts (“Additional Rent;” together with Fixed Rent, collectively “Rent” or “rent”) payable by Sub-Subtenant to Sub-Sublandlord under the provisions of this Sub-Sublease shall be paid promptly when due, without notice or demand therefor, and provide a copy without deduction, abatement, counterclaim or setoff. Fixed Rent and Additional Rent shall be paid to Sub-Sublandlord in lawful money of the utility United States at the office of Sub-Sublandlord or such other place (or by wire) as Sub-Sublandlord may designate from time to time. No payment to Sublessee for the month by Sub-Subtenant or receipt by Sub-Sublandlord of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, any lesser amount than the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sub-Sublandlord may accept any check or payment without prejudice to Sub-Sublandlord’s right to recover the balance due or to pursue any other remedy available to Sub-Sublandlord. Any provisions in the Sublease incorporated herein by Subtenant is late. In addition, any payment reference (whether capitalized or lower case) referring to Sublessor “fixed rent,” “annual rent,” “base rent,” “rent,” ‘‘additional rent,” “escalations,” “payments” or “charges” or words of similar import shall be deemed to refer to Fixed Rent and Additional Rent due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSub-Sublease.

Rent. The 5.1. Tenant agrees, commencing on the Term Commencement Date, to pay Landlord as Basic Annual Rent for the Demised Premises the sum set forth in Section 2.1.4 subject to the rental adjustments provided in Article 6 hereof. Basic Annual Rent shall be paid in the equal monthly portion installments set forth in Section 2.1.5, subject to the Lease Aid Association for Lutherans and Trega Biosciences, Inc. September 24, 1997 rental adjustments provided in Article 6 hereof, each in advance on the first day of each and every calendar month during the Term. Notwithstanding anything to the contrary set forth herein, Tenant shall have no obligation to pay Basic Annual Rent for any periods prior to the Term Commencement Date. 5.2. In addition to Basic Annual Rent, all Common Area Tenant agrees to pay to Landlord as additional rent ("Additional Rent") at times hereinafter specified in this Lease (i) Tenant's pro rata share which is set forth in Section 2.1.6 and 2.1.7 ("Tenant's Pro Rata Share") of Operating Expenses for the Building and the Project as provided in Article 7 and (ii) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including, without limitation, any and all other amounts sums that may become due by reason of any default of Tenant or failure on Tenant's part to comply with the agreements, terms, covenants and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant conditions of this Lease to the Lease be performed by Tenant, after notice and lapse of applicable cure period. The pro rata share of Tenant's portion of Building Operating Expenses which is set forth in Section 2.1.6 ("Tenant's Pro Rata Share of Building") and of Tenant's portion of Project Operating Expenses which is set forth in Section 2.1.7 ("Tenant's Pro Rata Share of Project") shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord determined on or before the date execution of this Lease when the actual Rentable Square Footage of the Building, the Demised Premises and the Project are established pursuant to Section 8 hereof, and Landlord and Tenant shall attach an acknowledgment of such rental payments are due. Sublessor actual Tenant's Pro Rata Share of Building and Tenant's Pro Rata Share of Project to this Lease as part of Exhibit "E"; however, failure to execute and deliver such acknowledgment shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenantaffect Landlord's or Tenant's rights or liabilities hereunder. 5.3. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent and Additional Rent shall together be denominated "Rent". Rent shall be paid by Sublessor during to Landlord, without abatement, deduction, or offset, in lawful money of the months United States of August and September (collectively referred America, at the office of Landlord as set forth in Section 2.1.10 or to herein such other person or at such other place as the “Rent Advance”)Landlord may from time designate in writing. In the event this Sublease terminates prior to Term commences or ends on a day other than the expiration first day of the Terma calendar month, Subtenant shall remain obligated to pay Sublessor the unamortized portion of then the Rent Advance. Time is for such fraction of a month shall be prorated for such period on the essence with the payments called for under this Sublease basis of a thirty (30) day month and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the then current rate provided in the Lease from the date said payments are due until the date for such amounts owing by Subtenant are paid to Sublessorfractional month.

Rent. The monthly portion (a) Because Tenant will bear the cost of Basic Annual building the Bridge if it is built, Tenant shall pay Additional Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” but shall have no obligation to pay Base Rent for the Bridge during the Term or otherwise due Landlord or other parties pursuant to any Extension Term. In accordance with the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1provisions of this Second Amendment, 2006, and commencing on the first (1st) calendar day Additional Space Rent Commencement Date and continuing thereafter until the Expiration Date of every calendar month thereafter during the TermLease, Subtenant Tenant shall pay to Sublessor without right of offset, the Total Landlord Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure Additional Space (excluding the rentable area of the Bridge and including only the rentable area of the Second Floor Space (18,859 rentable square feet) and the rentable area of the Third Floor Space (determined in accordance with the provisions of Section 2 hereof)) at the same rate per rentable square foot as Tenant is required to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay time to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers time with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers Original Leased Premises, under Section 3.1 of the Original Lease. The parties hereto hereby stipulate to the Leased Premises held in aforementioned rentable area of the name of Subtenant Second Floor Space. (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers b) Notwithstanding anything to the Leased Premises contrary contained herein, for purposes of calculating each and every instance where Additional Rent is payable hereunder with regard to the extent said utilities Additional Space, the Additional Space shall be deemed to include 100% of the rentable area of the Second Floor Space, 100% of the rentable area of the Bridge if it is built, as determined in accordance with the provisions of Section 22 hereof, and services were provided from the rentable area of the Third Floor Space, as determined in accordance with the provisions of Section 2 hereof. Commencing on the Additional Space Rent Commencement Date and after August 1continuing thereafter until the Expiration Date of the Lease, 2006. Subtenant shall Tenant shall: (i) pay said utilities directly for electricity and gas consumed on the Additional Space in accordance with Section 3.4 of the Original Lease, (ii) pay Additional Rent with respect to the provider Additional Space in accordance with Section 3.5 of said utilitiesthe Original Lease, and provide (iii) a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is Taxes in accordance with Article 4 of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease Lease, as hereby amended. (owing to Landlordc) in the event any payment required to be paid by Subtenant is late. In addition, any payment subject to Sublessor due and owing under the provisions of Section 7(b) hereof, Tenant shall pay with respect to the Additional Space Tenant's OE Share (as hereinafter defined) of increases in Operating Expenses over the Base Expense Year (as hereinafter defined) in accordance with the terms of Article 37 of the Lease, as amended by this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSecond Amendment.

Rent. The A. Unless otherwise specified on Schedule 1, the rent (“Rent”), shall be an amount equal to the Basic Allowance for Housing (“BAH”) at the applicable BAH rate for the service member Tenant’s duty station and military grade [which shall include any Owner provided utilities] OR [minus the utility allowance for the Premises, as defined in the utility allowance addendum] [and minus Rent concessions identified in Box 8 on Schedule 1 if applicable]. If Tenant’s duty station is not at [Insert Name of Installation] (the “Installation”) where the Premises are located, BAH shall be determined in accordance with Service policy applicable to such Tenant2. Rent shall be payable in arrears (i.e., each Rent payment pays Rent for the previous month) in monthly portion installments. Rent is due on the calendar day identified in Box 7 on Schedule 1. If ▇▇▇▇▇▇’s BAH rate changes at any time during the term of Basic Annual this Lease, Tenant must notify Owner within thirty (30) calendar days of the change. Notwithstanding the foregoing, upon an increase in Tenant’s BAH, Rent shall increase automatically to the new BAH rate, whether or not Tenant provides notice to Owner of such increase and Tenant waives any notice from Owner of an automatic rent increase. If this Lease begins after the first day of the month, Tenant shall pay the prorated amount based upon 1/30th of the monthly Rent. Tenant shall pay the partial month Rent shown in Box 16 on Schedule 1 on the Payment Date in the following month. (1) If the Premises is occupied by two or more married Tenants, all Common Area Expenses both of whom are active duty service members, the Rent will be the equivalent BAH rate for the highest ranking Tenant, at the With Dependents rate, for the Installation as set out in Box 7 on Schedule 1[minus the Utility Allowance for the Premises (if applicable)]. (2) If the Tenant has been designated as a key and essential employee by the Installation, and is single or not accompanied by family members, the Rent will be equal to the Tenant’s housing allowance at the “Without Dependent rate,” [minus the Utility Allowance for the Premises (if applicable)]. (3) If Owner elects to provide Tenant a home in a housing category higher than Tenant’s military pay grade, then the Rent will be based on the applicable BAH rate for the Tenant’s military pay grade. If Tenant elects to reside in a home that is in a housing category higher or lower than Tenant’s military pay grade, then the parties shall execute an addendum that states the basis and amount of the Rent. B. Unless otherwise provided for in the Community Specific Addendum, Rent shall be paid through (i) Unit Diary Entry Electronic Funds Transfer (UDEFT) (Marine Corps), (ii) Military Assistance Company (MAC) [▇▇▇▇] (Navy/Air Force/Army), or (iii) PeopleSoft (Coast Guard), if applicable (each, as applicable, a “Rent Payment Service Option”). If a Rent Payment Service Option is not applicable, Rent may be paid to Owner or its designated agent by payroll allotment/deduction (the “Allotment”). Rent and all other charges owed by ▇▇▇▇▇▇ and not paid by a Rent Payment Service Option or Allotment will be payable by another means reasonably directed by Owner, which at Owner’s option may include personal check, certified check, money order, automated clearing house or through other payment methods (e.g. online/website, smart device application) which alternate means may be changed from time to time with 30 days written notice to Tenant and each of which may be subject to applicable service charges. Owner will apply payments to any previously owed Rental amounts and expenses considered “additional rent” prior to current Rents or as otherwise required by applicable law. C. After the Premises is vacated, any refund due Landlord or other parties pursuant to the Lease shall collectively Tenant will be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first made within thirty (1st30) calendar day days of every calendar Owner’s or Community Manager’s receipt of the Allotment applicable to month thereafter during of move-out or within the Term, Subtenant shall pay to Sublessor without right of offset, time period required by applicable law as noted in the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not Community Specific Addendum. D. Tenant may be in default hereunder for the failure required to pay Landlord sums due under a security deposit, if any, as more particularly set forth on Schedule 1. Owner shall hold such security deposit in accordance with the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held terms in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorCommunity Specific Addendum.

Rent. The Tenant shall pay Landlord, as minimum monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be rent (sometimes referred to herein as the “Total Rent"') the sum of $50,000 per month during the first Lease Year, which Rent shall increase by three percent (3%) each Lease Year over the previous Lease Year. Rent shall be paid to Landlord in advance of or on the first day of each month and the first and last month’s rent shall be prorated if the Rent does not commence on the first of the month. If Tenant shall holdover past the expiration of this Lease. this Lease shall be on a month-to-month tenancy, and Tenant shall pay one hundred twenty percent (120%) of the monthly rent rate in effect at the expiration of the last Lease Year, and the other terms of this Lease shall apply to said tenancy, so far as applicable. Landlord will provide Tenant with Landlord's account information and Tenant agrees to make payments electronically or as otherwise required by Landlord. Notwithstanding anything in this Lease to the contrary. $30.000 per month of the Rent hereunder shall abated during the period under which the Tenant is completing their improvements or waiting for all government and municipal permits and licenses to operate a detoxification facility in this location (the "Occupancy Date”. Beginning October 1, 2006, If Tenant is unable to obtain these permits and on the first licenses or determines that it is doubtful they will be issued within six (1st6) calendar day months of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitationTenant can elect to cancel and terminate this lease and all provisions therein given a thirty (30) day written notice. Further, all Common Area ExpensesTenant and Landlord agree to share equally in any cost incurred in conjunction with obtaining the zoning variance and/or rezoning required to operate the facility from the Effective Date, utilities, taxes and third party service providers, including but not limited up to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount total cost of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)40,000. In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessor5.

Rent. The monthly portion 4.01 Tenant shall pay Landlord in lawful money of Basic Annual Rentthe United States of America, without any setoff or deduction, unless expressly set forth in this Lease, all Common Area Expenses Base Rent and all other amounts and expenses considered “additional rent” or otherwise Additional Rent due Landlord or other parties pursuant to for the Lease shall Term (collectively be referred to herein as the “Total "Rent”"). Beginning October 1"Additional Rent" means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, 2006sales and use taxes (but excluding Landlord's federal, state and local income taxes or any gross receipts tax payable in lieu of income tax), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterwithout notice or demand, Subtenant agrees to provided that the installment of Base Rent for the first full calendar month of the Term and the first monthly installment of Expense Rent and Tax Rent (as defined in Exhibit B), shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All payments of Rent shall be made by electronic money transfer in accordance with ▇▇▇▇▇▇▇▇'s written instructions regarding the same or by such other means or method of payment as Landlord may direct in writing. If Tenant does not pay to Sublessor without right of offsetany Rent when due hereunder, Tenant shall, if not cured within 2 business days following written notice, pay Landlord an administration fee in the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September five percent (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration 5%) of the Termpast due Rent, Subtenant provided that Tenant shall remain obligated be entitled to pay Sublessor a grace period of up to 5 days for the unamortized portion first 2 late payments of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is latea calendar year. In addition, past due Rent shall accrue interest at a rate (the "Interest Rate") per annum equal to the greater of (i) 12% per annum and (ii) 4 percentage points above the rate of interest then most recently publicly announced by a federally insured bank selected by Landlord as its "prime rate" or "base rate" (the "Prime Rate") until paid in full, including after the entry of any judgment. If accrual or payment to Sublessor due and owing under this Sublease that is late shall bear of interest at the rate provided Interest Rate should be unlawful, then the Interest Rate shall be the maximum legal rate. Tenant shall pay Landlord a reasonable fee for any checks returned by ▇▇▇▇▇▇'s bank for any reason. ▇▇▇▇▇▇▇▇'s acceptance of less than the correct amount of Rent shall be considered a payment on account of the oldest obligation due from Tenant hereunder, then to any current Rent then due hereunder, notwithstanding any statement to the contrary contained on or accompanying any such payment from Tenant and acceptance of any such partial payment shall not be deemed a waiver of Landlord's right to the full amount due. Rent for any partial month during the Term shall be prorated based on the number of days in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid month. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant's covenant to Sublessorpay Rent is independent of every other covenant in this Lease.

Rent. (a) From and after the Second Expansion Premises Commencement Date, Tenant shall pay to Landlord, without setoff, deduction, or demand, in addition to annual Base Rent for the Original Premises as provided in the Lease, base rent for the Second Expansion Premises (“Second Expansion Premises Base Rent”) as provided below, subject to the abatement provided below. The annual Second Expansion Premises Base Rent shall be part of the Rent under the Lease, and shall be payable in equal monthly portion installments in accordance with the terms and conditions set forth in Section 5.01 of Basic Annual Rentthe Lease. (b) Notwithstanding the foregoing, all Common Area Expenses provided no Default then exists under the Lease, Landlord shall ▇▇▇▇▇ the monthly Second Expansion Premises Base Rent payable only as follows: (i) one hundred percent (100%) of the monthly Second Expansion Premises Base Rent payable shall be abated for the period commencing on January 1, 2017 and ending on September 30, 2017, and (ii) fifty percent (50%) of the monthly Second Expansion Premises Base Rent payable shall be abated for the period commencing on October 1, 2017 and ending on March 31, 2018. (c) In addition to the Second Expansion Premises Base Rent set forth above, Tenant shall continue to pay to Landlord any and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment pursuant to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in terms of the Lease from (including, but not limited to, Base Rent for the date said payments are due until remainder of the date such amounts owing by Subtenant are paid Premises, and Tenant’s Pro Rata Share of increases in Expenses and Taxes). No abatement, allowance, or other concession whatsoever shall apply to Sublessorthe Second Expansion Premises or this Amendment except as expressly set forth in Paragraph 4(b) above and the Work Letter referred to in Paragraph 6 below.

Rent. 3.1 Tenant shall pay to Landlord the following amounts as rent for the Premises: (a) During the Lease Term, Tenant shall pay to Landlord, as monthly rent, the base rent specified in the Basic Lease Information (the "Base Rent"). (b) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, Tenant's Percentage Share (as hereinafter defined) of all Operating Expenses (as hereinafter defined) paid or incurred by Landlord in such calendar year. (c) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, Tenant's Percentage Share of all Property Taxes (as hereinafter defined) paid or incurred by Landlord in such calendar year. (d) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, the actual cost incurred by Landlord with respect to all electricity, chilled water, air conditioning, gas, fuel, steam, heat, light, power and other utilities consumed within the Premises, as more particularly described herein (all such costs payable by Tenant pursuant to this section 3.1(d) shall be referred to as "Tenant's Monthly Utility Charge", and all such amounts shall constitute rent hereunder). (i) All electricity directly serving the Premises ("Direct Electrical Costs") shall be metered or submetered and Tenant shall pay, as monthly rental, the actual cost (without mark up by Landlord) of all such Direct Electrical Costs either to Landlord as a reimbursement, or, at Landlord's election, as a payment directly to the entity providing such electricity. Such payments to Landlord of Direct Electrical Costs shall be made within thirty (30) days of Landlord's delivery of an invoice to Tenant therefor. (ii) With respect to all utility costs for the Premises other than Direct Electrical Costs (collectively, "Other Utility Costs"), Landlord shall have the right, from time to time, to equitably allocate some or all of such Other Utility Costs among different portions or occupants of the Building ("Cost Pools"), in Landlord's reasonable discretion. Such Cost Pools may include, but shall not be limited to, office space tenants, residential space occupants, and retail space tenants of the Building. The monthly portion of Basic Annual Rentutility costs within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner (without markup by Landlord). (e) Throughout the Lease Term, all Common Area Expenses and Tenant shall pay, as additional rent, all other amounts of money and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment charges required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing Tenant under this Sublease Lease, whether or not such amounts of money and charges are otherwise designated "additional rent." As used in this Lease, "rent" shall mean and include all Base Rent, all additional rent and all other amounts payable by Tenant in accordance with this Lease. 3.2 The additional rent payable pursuant to sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof shall be calculated and paid in accordance with the following procedures: 1131701.06/SF372493-00050/1-31-20/pwn/pwn -4- (a) On or before the first day of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of Landlord's estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the ensuing calendar year. On or before the first day of each month during such ensuing calendar year, Tenant shall pay to Landlord, as monthly rent, one-twelfth of such estimated amounts. If such notice is not given for any calendar year, Tenant shall continue to pay on the basis of the prior calendar year's estimate until the month after such notice is given. If at any time it appears to Landlord that the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the current calendar year will vary from Landlord's estimate, Landlord may, by giving written notice to Tenant, revise its estimate for such calendar year. If Landlord delivers its estimate after the first day of a calendar year, or if Landlord revises its estimate for a calendar year, then subsequent payments by Tenant for such calendar year shall be based on such late or revised estimate, as the case may be, with an appropriate adjustment to the amount of such subsequent payments such that, prior to the end of such calendar year or portion thereof during the Lease Term, Tenant shall have paid Landlord's entire estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year. (b) Within a reasonable time after the end of each calendar year, Landlord shall give Tenant a written statement of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year certified by Landlord. If such statement shows an amount owing by Tenant that is late less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Failure by Landlord to give any notice or statement to Tenant under this section 3.2 shall not waive Landlord's right to receive, and Tenant's obligation to pay, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. During the Lease Term, but in no event more often than once in any one (1) year period, Tenant or its authorized employee or representative shall have the right to inspect the books of Landlord relating to Operating Expenses and Property Taxes, after giving reasonable prior written notice to Landlord and during the business hours of Landlord at Landlord's office in the Building or at such other location as Landlord may designate, for the purpose of verifying the information in such statement; provided that, if Tenant utilizes an independent accountant to perform such review, then such accountant shall be one of national standing which is reasonably acceptable to Landlord and is not compensated on a contingency basis; and provided further that Tenant shall have no right to inspect such books pertaining to any given period more than one hundred eighty (180) days after Landlord shall have delivered the written statement pertaining to such period. If ▇▇▇▇▇▇ wishes to dispute an amount shown on the annual statement, Tenant shall give Landlord written notice of such dispute within one hundred eighty (180) days after ▇▇▇▇▇▇’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute the annual statement. Promptly after the receipt of such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, ▇▇▇▇▇▇ shall have the right to cause a nationally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the items questioned by Tenant in its original notice contesting the annual statement, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within thirty (30) days after the relevant initial written notice from Tenant to Landlord with respect to such dispute, (ii) actually begins such audit within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 30-day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. ▇▇▇▇▇▇▇▇ agrees to make available to ▇▇▇▇▇▇’s auditors, at Landlord’s office in San Francisco and/or at Landlord’s office in the Building (at Landlord’s sole option), the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord’s offices. Tenant shall bear interest all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the rate provided need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses of five (5%) or more, and ▇▇▇▇▇▇▇▇’s auditors concur in 1131701.06/SF372493-00050/1-31-20/pwn/pwn -5- such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear all costs of the audit. If the agreed or confirmed audit shows an underpayment of Operating Expenses by ▇▇▇▇▇▇, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Operating Expenses by ▇▇▇▇▇▇, Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, ▇▇▇▇▇▇’s audit rights under this section 3.2(b) shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Article 3 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant executing, prior to the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant shall agree to keep confidential, and not disclose to any other party, the results of any such audit or any action taken by Landlord in response thereto. (c) If the Lease Term ends on a day other than the last day of a calendar year, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof applicable to the calendar year in which the end of the term occurs shall be prorated on the basis which the number of days from the date said payments are due until commencement of such calendar year to and including the date on which the end of the term occurs bears to three hundred sixty-five (365). Termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to section 3.2(b) hereof to be performed after such termination. 3.3 Tenant shall pay all monthly installments of Base Rent and monthly installments of Landlord's estimates of amounts owing by Subtenant are paid payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof (collectively, "Monthly Rent") to SublessorLandlord, in advance, on or before the first day of each and every calendar month during the Lease Term, without notice, demand, deduction or offset except as otherwise expressly set forth in this Lease, in lawful money of the United States of America. Landlord instructs Tenant to pay all such Monthly Rent to the address specified therefor in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate in writing. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant's designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect. If ▇▇▇▇▇▇'s obligation to pay Base Rent hereunder commences on a day other than the first day of a calendar month, or if the Lease Term terminates on a day other than the last day of a calendar month, then the Base Rent payable for such partial month shall be appropriately prorated on the basis of a thirty (30)-day month. Upon signing this Lease, Tenant shall pay to Landlord an amount equal to the Base Rent for the first full calendar month of the Term in which monthly Base Rent is payable, which amount Landlord shall apply to the Base Rent for such first full calendar month.

Rent. The monthly portion All obligations of Basic Annual Tenant to make payments to Landlord under this Lease shall constitute Rent. Tenant shall pay the Rent at the times and in the manner hereinafter set forth. Subject to the rent abatement set forth in the immediately following paragraph, Tenant shall pay the Gross Rent, all Common Area Expenses consisting of Net Rent and all other amounts Tenant’s Proportionate Share of Estimated Operating Cost and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein Estimated Impositions (each as the “Total Rent”. Beginning October 1defined in Section 10.01), 2006, and in twelve (12) equal installments on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafterduring each year of the Term and any extensions thereof. (The calculation of Tenant’s Proportionate Share under Section 10.01 shall be made using the same measurement methodology for the Net Rentable Area of the entire Office Section as was used for determining the Net Rentable Area of Leased Premises set forth in the Basic Lease Information Sheet.) Such payments shall be made in lawful money of the United States, Subtenant agrees in advance without demand, and (except as expressly provided herein) without any reduction, abatement, counterclaim or set off, at the address for Landlord specified on the Basic Lease Information sheet or at such other address as may be designated by Landlord from time to time by written notice provided in accordance with Section 8.06 below. Notwithstanding the foregoing, (i) Gross Rent in respect of the Existing Subleased Premises shall be abated for the period commencing on the Term Commencement Date through the date immediately preceding the Rent Commencement Date set forth in the Basic Lease Information Section, (ii) Gross Rent in respect of the Additional Premises shall be abated for the period commencing on the Delivery Date for the Additional Premises through the date immediately preceding the Rent Commencement Date set forth in the Basic Lease Information (subject to the last sentence of Section 2.01(b) in respect of a delayed delivery of the Additional Premises), and (iii) Gross Rent in respect of the Expansion Premises shall be abated for the period commencing on the Delivery Date for the Expansion Premises through the date immediately preceding the Rent Commencement Date set forth in the Basic Lease Information (subject to the last sentence of Section 2.01(c) in respect of a delayed delivery of the Expansion Premises); provided, however, that, in the event of an Event of Default, Tenant shall pay to Sublessor without right Landlord a fractional portion of offset, the amount of $4,128.01 which amount reflects such abated Gross Rent, in the monthly repayment ratio that (x) the number of Basic Annual full or partial months from the date of default through the originally scheduled Term Expiration Date (without regard to extension under Section 9.01 and not to exceed eighty four months) bears to (y) eighty four (84) months. Payment of Additional Rent paid by Sublessor during (as defined in Section 10.01), if any, shall commence on the months Term Commencement Date for the Subleased Premises and on the applicable Delivery Date for the Additional Premises and (if applicable) the Expansion Premises. If such rent abatement period expires on a day that is not the last day of August and September (collectively referred to herein as a calendar month, the “Gross Rent Advance”). In due for the event this Sublease terminates prior to the portion of such month following such expiration of the Termrent abatement period shall be prorated on a per diem basis and paid on the first day of such month. If the Term terminates on other than the last day of a calendar month, Subtenant then Gross Rent provided for such partial month shall remain obligated to pay Sublessor the unamortized portion be equitably prorated on such date of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessortermination.

Rent. The monthly portion 4.01 Tenant agrees to pay Landlord during the Term of this Lease the Basic Minimum Annual Rent. 4.02 Tenant agrees to pay Landlord during the Term of this Lease Additional Rent, consisting of: [i] Tenant's Pro Rata Share of the Basic Operating Cost; [ii] all utility charges which are not included as items of Basic Annual Rent, all Common Area Expenses and all Operating Cost but are the cost responsibility of Tenant under other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant provisions of this Lease (which have not been paid by Tenant directly to the utility providing the service under other provisions of this Lease); [iii] and any other item specifically set forth elsewhere in this Lease as an item of Additional Rent or as an item which is in any other manner the cost responsibility of Tenant. Landlord shall collectively give Tenant within a reasonable time after the commencement of Landlord's fiscal operating year for the Project a statement of Tenant's Pro Rata Share of estimated Basic Operating Cost for the ensuing year. Tenant agrees to pay Tenant's Pro Rata Share of the Basic Operating Cost for each fiscal year in monthly installments in accordance with Landlord's statement. Landlord shall, within a reasonable period of time after the end of each fiscal year for which Basic Operating Cost has been charged in accordance with the estimated charges, give to Tenant a statement of the actual Basic Operating Cost incurred for the previous year. Adjustment shall be referred to herein as made for any overpayment or underpayment of the “Total Rent”. Beginning October 1actual charges resulting from any variance between the actual Basic Operating Cost for the previous year and the estimated Basic Operating Cost paid by Tenant, 2006which adjustment may be made by increasing or decreasing the Additional Rent charges for the next year, and on the first (1st) calendar day of every calendar month thereafter during the Termor a refund or lump sum billing, Subtenant shall pay to Sublessor without right of offsetprovided, the Total Rent due to however, that Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder required to make such adjustment more than once per year. If during any fiscal operating year, Landlord shall not have delivered to Tenant the statement mentioned for the failure such year, Tenant shall continue to pay Landlord the sums due under payable for the Lease if said amounts immediately preceding year, until the statement for the current year shall have been delivered, at which time the monthly payments by Tenant shall be adjusted retroactively. If during all or part of any fiscal year any particular item or items of service or work (which would constitute an element of Additional Rent hereunder) are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July furnished to any portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant Project due to the Lease together with all other amounts due under the Lease to Landlord fact that such portion is not completed, occupied or other third parties arising after the Commencement Dateleased, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible then for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment purposes of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offsetcomputing Additional Rent payable hereunder, the amount of $4,128.01 which such expenses for such items shall be increased by an amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior equal to the expiration expenses which would have reasonably been incurred during such period if Landlord had at his own expense furnished such items of the Term, Subtenant shall remain obligated service or work to pay Sublessor the unamortized such portion of the Rent Advance. Time is Project, provided that in no event shall Landlord charge for any item or work or service not actually provided to the Project and in no event shall this sentence operate to allow Landlord to recoup more than 100% of the essence expenses actually incurred by Landlord. Utility charges set forth as a portion of Additional Rent, above, may be included with the payments called for statement of estimated Basic Operating Cost and billed and adjusted in the same manner as Tenant's Pro Rata Share of the Basic Operating Cost. If any part of the first or last years of the Term of this Lease shall include part of a tax or operating expense year, Tenant's liability under this Sublease and Subtenant paragraph shall be apportioned so that Tenant shall pay Sublessor all penalties only for such parts of such tax year and late fees called operating expense years that shall be included in the Term of this Lease. Landlord may elect to ▇▇▇▇ the full amount of any item of Additional Rent which is not an item of Basic Operating Cost as such item of expense is incurred by Landlord (repair of damage caused by Tenant, for under example). All items of Additional Rent which are capital items not specifically the immediate cost responsibility of Tenant pursuant to other terms of the Lease (owing to Landlord) shall be amortized in the event any payment required to be paid by Subtenant is late. In additionaccordance with generally accepted accounting principles, any payment to Sublessor due and owing under this Sublease provided that is late no item shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorhave a useful life of more than fifteen years.

Rent. The Sublessee hereby agrees to pay to Landlord equal monthly portion payments in the amount of Basic Annual RentSIXTEEN THOUSAND, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1FOUR HUNDRED AND FORTY-EIGHT DOLLARS AND 04/100 ($16,448.04), 2006in advance, and on the first (1st) calendar day of each and every calendar month thereafter during the TermTerm (such amount to be prorated on a per diem basis for any partial month), Subtenant provided, however, that all of such payments shall be made directly to Sublessor unless otherwise notified by the Landlord in writing. No adjustment to Rent shall be made if the estimate of the square feet of the Premises set forth above is inaccurate in any respect. Except as otherwise expressly provided for herein with regard to Sublessee's obligation to pay for monthly electrical costs, Sublessee shall not be obligated to pay any other recurring Rent or Additional Rent required under the Lease, provided, however, that Sublessee shall be liable for, and shall pay to Sublessor without right of offset, at the Total Rent due to Landlord or other third parties time and in the manner required under the Lease andLease, any costs or expenses billed to Sublessor by Landlord which were caused or specially ordered or incurred by Sublessee (e.g., payments for damage to the extent received from SubtenantBuilding, Sublessor shall remit same to Landlord on excess or before the date such rental payments are due. Sublessor shall after hours utility charges), whether or not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total classified as Additional Rent. On or before August 1, 2006 and September 1including, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party those costs that arise as a result of Sublessee's breach or default. Sublessee also agrees to pay the cost of any telephone service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect provided to the Subleased Premises and shall have all utilities and contracts with Service Providers to other services not available through the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1Landlord, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, party supplying such service. Sublessee agrees to directly contract for and provide a copy pay the same when due. Rent shall be payable in lawful money of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay United States to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided address stated herein, or to such other persons or at such other places as Sublessor may designate in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorwriting.

Rent. The 1.1 Tenant shall pay to Landlord the following amounts as rent for the Premises: (a) During the Lease Term, Tenant shall pay to Landlord, as monthly portion of rent, the base rent specified in the Basic Annual Lease Information (the “Base Rent”). (b) During each calendar year or part thereof during the Lease Term, all Common Area Expenses and all other amounts and expenses considered “Tenant shall pay to Landlord, as additional rent” , Tenant’s Percentage Share (as hereinafter defined) of all Operating Expenses (as hereinafter defined) paid or otherwise due incurred by Landlord in such calendar year. (c) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, Tenant’s Percentage Share of all Property Taxes (as hereinafter defined) paid or incurred by Landlord in such calendar year. (d) During each calendar year or part thereof during the Lease Term, Tenant shall pay to Landlord, as additional rent, the actual cost incurred by Landlord with respect to all electricity, chilled water, air conditioning, gas, fuel, steam, heat, light, power and other parties utilities consumed within the Premises, as more particularly described herein (all such costs payable by Tenant pursuant to the Lease this section 3.1(d) shall collectively be referred to herein as the “Total RentTenant’s Monthly Utility Charge”. Beginning October 1, 2006, and on all such amounts shall constitute rent hereunder). (i) All electricity directly serving the first Premises (1st“Direct Electrical Costs”) calendar day of every calendar month thereafter during the Termshall be metered or submetered and Tenant shall pay, Subtenant shall pay to Sublessor without right of offsetas monthly rental, the Total Rent due actual cost (without mark up by Landlord) of all such Direct Electrical Costs either to Landlord or other third parties under the Lease andas a reimbursement, or, at Landlord’s election, as a payment directly to the extent received from Subtenant, Sublessor shall remit same entity providing such electricity. Such payments to Landlord on or before the date such rental payments are due. Sublessor of Direct Electrical Costs shall not be in default hereunder made within thirty (30) days of Landlord’s delivery of an invoice to Tenant therefor. (ii) With respect to all utility costs for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all Premises other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date than Direct Electrical Costs (collectively, “Service ProvidersOther Utility Costs”), Landlord shall have the right, from 1131701.06/SF372493-00050/1-31-20/pwn/pwn -4- time to time, to equitably allocate some or all of such Other Utility Costs among different portions or occupants of the Building (“Cost Pools”), in Landlord’s reasonable discretion. Prior to August 1Such Cost Pools may include, 2006but shall not be limited to, Subtenant office space tenants, residential space occupants, and retail space tenants of the Building. The utility costs within each such Cost Pool shall provide Sublessor written evidence that Subtenant has contracted with all utility be allocated and Service Providers with respect charged to the Subleased Premises and shall have all utilities and contracts with Service Providers to tenants within such Cost Pool in an equitable manner (without markup by Landlord). (e) Throughout the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Lease Term, Subtenant Tenant shall remain obligated to pay Sublessor the unamortized portion pay, as additional rent, all other amounts of the Rent Advance. Time is of the essence with the payments called for under this Sublease money and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment charges required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing Tenant under this Sublease Lease, whether or not such amounts of money and charges are otherwise designated “additional rent.” As used in this Lease, “rent” shall mean and include all Base Rent, all additional rent and all other amounts payable by Tenant in accordance with this Lease. 1.2 The additional rent payable pursuant to sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof shall be calculated and paid in accordance with the following procedures: (a) On or before the first day of each calendar year during the Lease Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of Landlord’s estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the ensuing calendar year. On or before the first day of each month during such ensuing calendar year, Tenant shall pay to Landlord, as monthly rent, one-twelfth of such estimated amounts. If such notice is not given for any calendar year, Tenant shall continue to pay on the basis of the prior calendar year’s estimate until the month after such notice is given. If at any time it appears to Landlord that the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for the current calendar year will vary from Landlord’s estimate, Landlord may, by giving written notice to Tenant, revise its estimate for such calendar year. If Landlord delivers its estimate after the first day of a calendar year, or if Landlord revises its estimate for a calendar year, then subsequent payments by Tenant for such calendar year shall be based on such late or revised estimate, as the case may be, with an appropriate adjustment to the amount of such subsequent payments such that, prior to the end of such calendar year or portion thereof during the Lease Term, Tenant shall have paid Landlord’s entire estimate of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year. (b) Within a reasonable time after the end of each calendar year, Landlord shall give Tenant a written statement of the amounts payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof for such calendar year certified by Landlord. If such statement shows an amount owing by Tenant that is late less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such statement. Failure by Landlord to give any notice or statement to Tenant under this section 3.2 shall not waive Landlord’s right to receive, and Tenant’s obligation to pay, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof. During the Lease Term, but in no event more often than once in any one (1) year period, Tenant or its authorized employee or representative shall have the right to inspect the books of Landlord relating to Operating Expenses and Property Taxes, after giving reasonable prior written notice to Landlord and during the business hours of Landlord at Landlord’s office in the Building or at such other location as Landlord may designate, for the purpose of verifying the information in such statement; provided that, if Tenant utilizes an independent accountant to perform such review, then such accountant shall be one of national standing which is reasonably acceptable to Landlord and is not compensated on a contingency basis; and provided further that Tenant shall have no right to inspect such books pertaining to any given period more than one hundred eighty (180) days after Landlord shall have delivered the written statement pertaining to such period. If ▇▇▇▇▇▇ wishes to dispute an amount shown on the annual statement, Tenant shall give Landlord written notice of such dispute within one hundred eighty (180) days after ▇▇▇▇▇▇’s receipt of the annual statement. If Tenant does not give Landlord such notice within such time, Tenant shall have waived its right to dispute the annual statement. Promptly after the receipt of 1131701.06/SF372493-00050/1-31-20/pwn/pwn -5- such written notice from Tenant, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, ▇▇▇▇▇▇ shall have the right to cause a nationally recognized independent certified public accountant designated by Tenant, to be paid on an hourly and not a contingent fee basis, to audit the items questioned by Tenant in its original notice contesting the annual statement, provided that Tenant (i) notifies Landlord in writing of Tenant’s intention to exercise such audit right within thirty (30) days after the relevant initial written notice from Tenant to Landlord with respect to such dispute, (ii) actually begins such audit within thirty (30) days after the notice from Tenant to Landlord advising Landlord that Tenant will require an audit (provided that such 30-day period within which the audit must be commenced shall be extended by the length of any delay in the commencement of the audit that is caused by Landlord) and (iii) diligently pursues such audit to completion as quickly as reasonably possible. ▇▇▇▇▇▇▇▇ agrees to make available to ▇▇▇▇▇▇’s auditors, at Landlord’s office in San Francisco and/or at Landlord’s office in the Building (at Landlord’s sole option), the books and records relevant to the audit for review and copying, but such books and records may not be removed from Landlord’s offices. Tenant shall bear interest all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any incurred in connection with such audit (provided that, prior to incurring any personnel costs in connection with any such audit, Landlord shall advise Tenant of Landlord’s anticipated personnel costs so that Tenant may, at Tenant’s option, modify Tenant’s activities with regard to such audit in order to preclude the rate provided need for Landlord to incur such personnel costs), except that, if the audit (as conducted and certified by the auditor) shows an aggregate overstatement of Operating Expenses of five (5%) or more, and Landlord’s auditors concur in such findings (or, in the absence of such concurrence, such overstatement is confirmed by a court of competent jurisdiction or such other dispute resolution mechanism as to which the parties mutually agree in writing), then Landlord shall bear all costs of the audit. If the agreed or confirmed audit shows an underpayment of Operating Expenses by ▇▇▇▇▇▇, Tenant shall pay to Landlord, within thirty (30) days after the audit is agreed to or confirmed, the amount owed to Landlord, and, if the agreed or confirmed audit shows an overpayment of Operating Expenses by ▇▇▇▇▇▇, Landlord shall reimburse Tenant for such overpayment within thirty (30) days after the audit is agreed to or confirmed. Notwithstanding anything to the contrary set forth above, ▇▇▇▇▇▇’s audit rights under this section 3.2(b) shall be conditioned upon (i) Tenant having paid the total amounts billed by Landlord under this Article 3 within the time stipulated herein for payment (including, without limitation, the contested amounts) and (ii) Tenant executing, prior to the commencement of the audit, a confidentiality agreement in form and substance reasonably satisfactory to Landlord in which Tenant shall agree to keep confidential, and not disclose to any other party, the results of any such audit or any action taken by Landlord in response thereto. (c) If the Lease Term ends on a day other than the last day of a calendar year, the amounts payable by Tenant under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof applicable to the calendar year in which the end of the term occurs shall be prorated on the basis which the number of days from the date said payments are due until commencement of such calendar year to and including the date on which the end of the term occurs bears to three hundred sixty-five (365). Termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to section 3.2(b) hereof to be performed after such termination. 1.3 Tenant shall pay all monthly installments of Base Rent and monthly installments of Landlord’s estimates of amounts owing by Subtenant are paid payable under sections 3.1(b), 3.1(c), and 3.1(d)(ii) hereof (collectively, “Monthly Rent”) to SublessorLandlord, in advance, on or before the first day of each and every calendar month during the Lease Term, without notice, demand, deduction or offset except as otherwise expressly set forth in this Lease, in lawful money of the United States of America. Landlord instructs Tenant to pay all such Monthly Rent to the address specified therefor in the Basic Lease Information, or to such other person or at such other place as Landlord may from time to time designate in writing. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect. If ▇▇▇▇▇▇’s obligation to pay Base Rent hereunder commences on a day other than the first day of a calendar month, or if the Lease Term terminates on a day other than the last day of a calendar month, then the Base Rent payable for 1131701.06/SF372493-00050/1-31-20/pwn/pwn -6- such partial month shall be appropriately prorated on the basis of a thirty (30)-day month. Upon signing this Lease, Tenant shall pay to Landlord an amount equal to the Base Rent for the first full calendar month of the Term in which monthly Base Rent is payable, which amount Landlord shall apply to the Base Rent for such first full calendar month.

Rent. The monthly portion of Basic SECTION 2.01. During the Lease Term the fixed rent ("Fixed Rent") for the Premises payable to Landlord shall be as follows: Lease Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties Rent Total Monthly Year Per Square Foot Annual Rent Installment 1 $3.25 $510,718.00 $42,560.00 2 $3.38 $531,146.75 $44,262.00 3 $3.50 $550,004.00 $45,834.00 4-20 $3.50 subject to CPI adjustments pursuant to the Lease Section 2.04 below Monthly rent installments shall collectively be referred to herein as the “Total Rent”. Beginning October 1commence on November 15, 20061996, and shall thereafter be due and payable on the first (1st) calendar day of every calendar each month thereafter through October 31, 2016. Fixed Rent for partial months at the beginning or the end of the Lease Term shall be adjusted pro rata on a per diem basis. SECTION 2.02. Tenant shall pay and discharge as additional rent ("Additional Rent"), all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease. In the event of any failure of Tenant to pay or discharge Additional Rent within applicable grace periods, Landlord shall have all rights and remedies provided herein or by law in the case of nonpayment of any Fixed Rent. SECTION 2.03. Tenant hereby acknowledges that late payment by Tenant to Landlord of Fixed Rent and/or Additional Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult or impractical to ascertain. Such costs include, but are not limited to, processing and accounting charges, lost interest and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of Fixed Rent and/or Additional Rent from Tenant is received by Landlord or Landlord's designee within five (5) days after such amount shall be due and within applicable grace periods, Tenant shall pay to Landlord a late charge equal to the lesser of seven percent (7%) of such overdue amount or the maximum permitted by law. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. SECTION 2.04. The rent described in Section 2.01 hereof shall be adjusted commencing January 1, 2000 and continuing thereafter on the first day of January of each year during the Term of this Lease or any extension thereof rent shall be subject to increase at the same percentage of increase in the Consumer Price Index (all items) for the immediate preceding calendar year published by the U.S. Department of Labor, Bureau of Labor Statistics. If the index is changed the index shall be converted in accordance with the conversion factor published by the U.S. Department of Labor, Bureau of Labor Statistics. If the index is discontinued during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord such other government index or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor computation with which it is replaced shall be responsible for used in order to obtain substantially the July portion of same result as would have been obtained had the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but index not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”)been discontinued. In the no event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorrent decrease.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses Sublessee covenants and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to the Sublessor, or as the Sublessor may in writing direct, in lawful money of Canada, without right of offsetany claim, setoff, compensation or deduction whatsoever, the amount aggregate of the following sums: (a) dollars ($4,128.01 ) being rent in respect of each year or part of a year of the Term as set out in Schedule C and payable in advance on the date of this Sublease; and (b) Additional Rent, which amount reflects shall be payable as and when required pursuant to the monthly repayment terms and conditions of Basic Annual Rent paid this Sublease. The Sublessor has been advised by Sublessor during its legal counsel that the months sublease of August the Leased Premises is not subject to Harmonized Sales Tax (“HST”) or the proposed Goods and September Services Tax (collectively referred to “GST”) (herein as the “Rent AdvanceGST/HST”). In If it is determined that the event disposition by the Sublessor to the Sublessee of the sublease interest in the Leased Premises is subject to GST/HST, the Lessor will pay the GST/HST provided that the Sublessee promptly executes and returns, at no cost to the Sublessor, any and all documents required by the Sublessor, to assign and transfer to the Sublessor any New Housing Rebate that might apply in respect of the sublease of the Leased Premises. The Sublessee hereby irrevocably assigns and transfers to the Sublessor any New Housing Rebate, or refund, or reduction of GST/HST to which Sublessee may be entitled, and authorizes the Sublessor and its agents to apply for and collect any such rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to execute, on behalf of the Sublessee, all such documents. If it is determined that the Sublessee’s use of the Leased Premises results in Rent being subject to GST/HST, the Sublessee will pay to the Sublessor such GST/HST amounts, when due, as Additional Rent. Any purported set off, withholding or deduction of Rent by the Sublessee shall be deemed to be a breach of this Sublease, and entitle the Sublessor, at its option, to exercise any right or remedy available to it pursuant to this Sublease terminates prior or at law. The Sublessee will have no right to a refund of, and the Sublessor will not be liable to the expiration of the TermSublessee for refunding, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the any Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under of the termination of this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSublease.

Rent. The monthly portion of Basic (a) Commencing on the Rent Commencement Date, Subtenant shall pay to Landlord Annual Base Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to in equal monthly installments of the Lease shall Monthly Base Rent (collectively be referred to herein as the “Total " Base Rent”. Beginning October 1, 2006, and ") on the first (1st) calendar day of every calendar each month thereafter during the Sublease Term (partial months prorated). (b) Commencing on the Rent Commencement Date, and continuing thereafter throughout the Sublease Term, Subtenant shall pay to Sublessor without right Sublandlord, in addition to Base Rent, Additional Rent in equal monthly installments based on the portion of offset, the Total Rent due to Landlord or other third parties estimates of such charges provided under the Prime Lease and, and allocable to the extent received from SubtenantSublease Space, Sublessor and otherwise adjusted and reconciled as and when provided in the Prime Lease. Subtenant shall remit same pay all other sums that are due in accordance with this Sublease not later than five (5) business days prior to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due time Sublandlord is obligated under the Prime Lease if said amounts are not received by Sublessor from Subtenantto make any such payment to Landlord. Sublessor It is the intention of the parties that during the Sublease Term, Subtenant shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts financial obliga­tions due under the Prime Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible except for the payment for services/utilities rendered said utility or Service Provider). From of Annual Base Rent and after August 1, 2006, Subtenant shall also be responsible for except as otherwise expressly provided in this Sublease. (c) Any payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy Rent not paid within five (5) days of the utility due date shall be subject to a late charge of five percent (5%) of such payment. Any payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent not paid by Sublessor during the months of August and September within thirty (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration 30) days of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall date also will bear interest at a per annum rate equal to the rate provided lesser of eighteen percent (18%) or the maximum legal rate. (d) All payments of Rent shall be made without demand (unless otherwise required in the Lease from Prime Lease) deduction or setoff, and shall be deemed to constitute Rent under this Sublease, in lawful money of the date said United States. All payments are due until the date such amounts owing by Subtenant are of rent shall be paid to SublessorSublandlord’s Rent Address or such other place as Sublandlord may designate in writing.

Rent. The monthly portion of Basic Annual RentTo the extent provided herein the rent payable by Tenant pursuant to this Lease is intended to be absolutely net to Landlord, all Common Area Expenses and all other amounts charges and expenses considered “additional rent” or imposed upon the Demised Premises incurred in connection with its use, occupancy, care, maintenance, operation and control shall be paid by Tenant, except as otherwise due Landlord or other parties pursuant expressly provided herein. (a) The rent reserved under this Lease for the Term hereof shall be and consist of (a) the Fixed Rent payable in equal monthly installments in advance to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and paid on the first (1st) calendar day of each and every calendar month thereafter during the Term, Subtenant Term (except that Tenant shall pay the first monthly installment upon signing this Lease); plus (b) such additional rent ("Additional Rent") in an amount equal to Sublessor without right Tenant's Proportionate Share of offsetExcess Expenses (as such terms are defined in Paragraph 3 of this Lease) and all separate charges for services and utilities expressly provided in Paragraph 15 hereof, the Total and any other charges as shall become due and payable hereunder, which Additional Rent due shall be payable as hereinafter provided, all to be paid to Landlord at its office stated above, or such other third parties under the Lease andplace as Landlord may designate, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion lawful money of the Total Rent. On or before August 1United States of America; provided, 2006 and September 1however, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to that if the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Fixed Rent Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide occur on a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on other than the first calendar day of each calendar a month, the rent for the partial month thereafter, Subtenant agrees commencing on the Fixed Rent Commencement Date shall be appropriately pro-rated on the basis of the monthly rent payable during the first year of the Term. (b) Tenant does hereby covenant and agree promptly to pay to Sublessor the Fixed Rent, Additional Rent and any other charges herein reserved as and when the same shall become due and payable, without right of offsetdemand therefor, the amount of $4,128.01 and without any set-off or deduction whatsoever. All Additional Rent and other charges payable hereunder, which amount reflects the are not due and payable on a monthly repayment of Basic Annual Rent paid by Sublessor basis during the months Term, unless otherwise specified herein, shall be due and payable within twenty (20) days of August and September delivery by Landlord to Tenant of notice to pay the same. (collectively referred to herein as the “Rent Advance”). c) In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event that any payment required to of Fixed Rent, Additional Rent or any other charges shall be paid by Subtenant is lateafter the due date for same provided herein, Tenant shall pay, together with such payment, the Late Charge. In addition, any payment to Sublessor due and owing under this Sublease that is late such unpaid amount shall bear interest until paid beginning on the due date at the lesser of the prime rate provided in established by First Union National Bank or its successors plus five percent (5%) per annum or the Lease from the date said payments are due until the date such amounts owing maximum rate permitted by Subtenant are paid to Sublessorlaw.

Rent. The monthly portion of Basic Annual Rent5.01 Except as expressly provided herein, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant Tenant shall pay to Sublessor Landlord without right notice or demand and without abatement, deduction or set-off, in lawful money of offsetthe United States of America, at the office of the Landlord as set forth in Article 1 hereof, or at such other place as Landlord may designate, the Total Fixed Rent due to Landlord or other third parties reserved under the this Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration year of the Term, Subtenant payable in equal monthly installments in advance on the first day of each and every calendar month during the Term; and additional rent consisting of all such other sums of money as shall remain obligated become due from and payable by Tenant to Landlord hereunder (for default in payment of which Landlord shall have the same remedies as for a default in payment of Fixed Rent). 5.02 Tenant shall pay Sublessor the unamortized portion Fixed Rent and additional rent herein reserved promptly as and when the same shall become due and payable under this Lease and shall be liable to the Landlord for an administrative charge of 4% for rent paid five (5) days subsequent to the date set in Article 5. 01. If the Commencement Date shall occur on a day other than the first day of a calendar month the Fixed Rent, and additional rent shall be prorated for the period from the Commencement Date to the last day of the Rent Advancesaid calendar month and shall be due and payable on the Commencement Date. Time is Notwithstanding the provisions of the essence with the payments called for under this Sublease and Subtenant next preceding sentence, Tenant shall pay Sublessor all penalties on account toward the first full calendar month installment(s) of Fixed Rent, on the execution of this Lease, the Rent Prepayment specified in Article 1 hereof. 5.03 Whenever used in this Lease, the term (insofar as it pertains to this Lease) "fixed rent", "minimum rent", "base rent", or "basic rent", or any such term using the word "rental", "rents", or "rentals" in lieu of "rent", shall mean Fixed Rent; and late fees called for under whenever used in this Lease, the Lease term (owing insofar as it pertains to Landlordthis Lease) in "rent", "rental", "Rent" or the event plural of any payment required to be paid by Subtenant is late. In additionof them, any payment to Sublessor due shall mean Fixed Rent and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessoradditional rent.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1sta) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after Until the Commencement Date, which term includes without limitation, Lessee shall pay to Ground Lessor all Common Area Expenses, utilities, taxes rents and other sums due (whether to Ground Lessor or third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after parties) under the Ground Lease. In the event that at the Commencement Date (collectivelyDate, “Service Providers”). Prior to August 1, 2006, Subtenant Lessee shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect have previously paid rent to the Subleased Premises and shall have all utilities and contracts with Service Providers Ground Lessor pursuant to the Leased Premises held Ground Lease for the period of the first month’s rent hereunder, Lessee shall be entitled to a pro-rata, dollar-for-dollar credit against the rent due hereunder for such amount paid under the Ground Lease. (b) During the first year of the Term, Lessee shall pay to Lessor as minimum annual rent the sum of One Hundred Sixty-five Thousand Four Hundred Twenty Dollars ($165,420.00), payable in equal monthly installments of Thirteen Thousand Seven Hundred Eighty-five Dollars ($13,785.00) each. Thereafter, for each Lease year during the Term and any Renewal Term, minimum annual rent shall equal the minimum annual rent payable in the name immediately preceding Lease year, multiplied by 102.5% (e.g., the prior year’s rental plus an increase of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments 2.5%) as set forth abovein Exhibit “D” attached hereto. Such minimum annual rent shall be payable in advance, beginning on October 1, 2006 and in equal monthly installments on the first calendar day of each calendar month thereafterduring the Term and any Renewal Term hereof, Subtenant without demand, offset or deduction, and shall be payable in lawful money of the United States of America. Notwithstanding the foregoing, Lessee acknowledges and agrees that the minimum annual rent for the first year of the Term is subject to adjustment in the event of modification of the scope of Lessor Work as set forth in the Work Letter attached hereto as Exhibit “C” and/or unforeseen subsurface conditions, provided that such adjustment shall be limited to the actual cost of the additional Lessor Work undertaken and the actual construction management fees applicable thereto. (c) This Lease is intended to be a "triple net" lease. Accordingly, Lessee agrees to pay as additional rent, all charges for utilities, taxes, property insurance, assessments and other governmental charges with respect to Sublessor the Improved Lease Premises and as may be further provided in this Lease or charged to Lessor under the Ground Lease, including without limitation monthly and other CAM charges as required pursuant to the Ground Lease. It is the parties’ intent that Lessee shall pay all such charges directly. In the event Lessor shall receive any such charges, Lessor shall ▇▇▇▇ Lessee for any such charges and Lessee shall promptly pay Lessor for such charges upon invoice. In the event of nonpayment of additional rent, Lessor shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein or by law in the case of nonpayment of the minimum rent. (d) For all purposes under this Lease, rent shall mean both minimum and additional rent. Rent shall be delivered to Lessor at Lessor's address as set forth above, or at such other place or to such other person as Lessor may designate in writing from time to time. (e) If any default by Lessor in its obligations with respect to this Lease or the Ground Lease results in an emergency or a loss of services to or within the Improved Lease Premises or threatens Lessee’s right to possession of offsetImproved Lease Premises, and provided that Lessee is not then (and continues thereafter not to be) in default under this Lease, Lessee shall, upon not less than thirty (30) days prior written notice to Lessor of such default and provided that Lessor shall fail within such thirty (30) days (or a reasonable time thereafter if such default is not capable of cure within thirty (30) days) to cure such default, have the right to itself cure Lessor’s default. Upon Lessee’s paying the reasonable costs to cure Lessor’s default and providing paid receipts therefor to Lessor, Lessor shall reimburse Lessee for such costs within thirty (30) days of Lessor’s receipt of the documentation of such costs. In the event Lessor fails to substantially complete the Lessor Work as set forth in Exhibit “C” hereto, by __8/15/2010___(subject however to force majeure), and Lessee is not then (and continues thereafter not to be) in default under this Lease, Lessor shall, upon thirty (30) days prior written notice thereof to Lessor and Lessor’s failure within such period to complete the Lessor Work, have the right to complete the Lessor Work at Lessee’s cost. Upon Lessee’s paying the reasonable cost of such completion and providing paid receipts therefor to Lessor, Lessor shall reimburse Lessee such costs within thirty (30) days of Lessor’s receipt of the documentation of said costs. (f) In the event that Lessor fails to pay any monthly installment of Minimum Rent due under the Ground Lease following any applicable notice and cure period, Lessee shall have the right to pay such unpaid monthly installment of Minimum Rent due under the Ground Lease and, upon such payment and provided that Lessee shall have previously paid to Lessor the entire monthly installment of rent due under this Lease for the same month that the Ground Lease monthly installment was due and unpaid, to offset against the next monthly installment of minimum rent due under this Lease, the amount of $4,128.01 which amount reflects the monthly repayment installment of Basic Annual Minimum Rent so paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior Lessee to the expiration Ground Lessor. Lessee shall give prior written notice of the Term, Subtenant shall remain obligated such set-off to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorLessor’s mortgagee.

Rent. The monthly portion NET LEASE: COMPLIANCE WITH PERMITTED EXCEPTIONS. (A) Tenant shall pay Landlord the Annual Fixed Rent in the manner set forth in the Rent and Expense Rider commencing on the Rent Commencement Date. (B) It is the intent of Basic Annual Rentthe parties that this shall be construed as a "ABSOLUTE NET LEASE," and that Landlord shall receive the Rent net of any charges, Taxes, fees, impositions, or other expenses associated with the Leased Premises or the operations thereon, and that all Common Area Expenses and all other amounts such charges and expenses considered “additional rent” shall be discharged without cost or otherwise due Landlord or other parties pursuant liability to Landlord. (C) Tenant shall comply with the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006Permitted Exceptions, and on shall indemnify and hold Landlord harmless from and against all loss, costs, liability and expenses (including reasonable attorneys' fees) suffered by Landlord as a consequence of Tenant's breach of the first (1st) calendar day foregoing covenant. Landlord agrees that Landlord shall exercise all of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right rights exercisable by the fee owner of offset, the Total Rent due to Landlord or other third parties Demised Land under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providersPermitted Exceptions, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers i) with respect to the Subleased Premises ECR, the right to act as the "Approving Party" thereunder, and shall have all utilities and contracts to appoint the representatives to the "Architectural Control Committee" thereunder, (ii) with Service Providers regard to the ECR-City, the right to act as the "owner" of the Leased Premises held in the name of Subtenant thereunder, and (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers iii) with regard to the Leased Premises to the extent said utilities and services were provided from and after August 1Development Agreement (City, 2006. Subtenant shall pay said utilities directly to the provider of said utilitiesDeveloper, and provide AMC) dated January 23, 1997, among Realty, Developer and the City, the right to issue all consents, authorizations and approvals exercisable by "AMC" thereunder, only in a copy manner consistent with Landlord's and Tenant's respective rights and interests under this Lease. Prior~to exercising any such rights which may affect Tenant's rights and interests hereunder or amending any of the utility payment to Sublessee for the month of August on or before the date said payment is due. FurthermorePermitted Exceptions, Landlord shall notify Tenant thereof, and shall obtain Tenant's consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. If Tenant shall withhold its consent to any such action proposed by Landlord, Tenant shall notify Landlord of its reasons therefor. If Tenant shall fail to respond to Landlord's proposal within 30 days, Tenant shall be deemed to have consented to such action by Landlord, PROVIDED the transmittal letter pursuant to which Landlord seeks Tenant's consent conspicuously states the following notice (the "ALERT NOTICE") in addition to bold type face: "PURSUANT TO SECTION 5(C) OF THAT CERTAIN LEASE DATED MARCH 26, 1997, RESPECTING PREMISES LOCATED IN WESTMINSTER PROMENADE, WESTMINSTER, COLORADO, LANDLORD IS REQUESTING THAT YOU APPROVE THE FOLLOWING PROPOSED ACTIONS TO BE TAKEN BY LANDLORD, AND YOU SHOULD BE AWARE THAT YOUR FAILURE TO RESPOND WITHIN 30 DAYS FROM YOUR RECEIPT OF THIS LETTER SHALL BE DEEMED YOUR APPROVAL OF SUCH PROPOSED ACTIONS." Notwithstanding the foregoing payments set forth abovesentence, beginning on October 1, 2006 and on if the first calendar day terms of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offsetany Permitted Exception require that Landlord exercise its rights under such Permitted Exception in less than 30 days, the amount period of $4,128.01 time in which amount reflects Tenant must respond to Landlord's request shall be reduced provided that the monthly repayment Alert Notice specifies such shorter period of Basic Annual Rent paid by Sublessor during the months of August time in which Tenant must respond. Landlord further agrees that, as between Landlord and September (collectively referred to herein Tenant, so long as the “Rent Advance”). In the event Tenant is not in default under this Sublease terminates prior to Lease beyond the expiration of the Term, Subtenant any applicable notice and grace period. Tenant and Landlord shall remain obligated each use their best efforts to pay Sublessor the unamortized portion jointly exercise all of the Rent Advance. Time is rights exercisable by "AMC," and all of the essence with rights exercisable by the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for fee owner of the Demised Land, under the Lease Development Agreement, the Escrow Agreement dated January 23, 1997, by and among Realty, Developer and First American Heritage Title Company, and the Inspection Agreement dated January 23, 1997 by and among Realty, Developer and R.M. Hessett & Company. Landlord shall also cooperate with Tenant (owing without cost or liability to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due securing necessary governmental permits and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorapprovals.

Rent. The monthly portion 3.1 Tenant covenants and agrees to pay to Landlord, without demand, setoff or abatement except as provided in this Lease, the Basic Rent set forth in Section 3.2. 3.2 For as long as the Loan or any Loan Obligation is outstanding, Basic Rent for each month in the Term is an amount equal to forty-nine percent (49%) of the Loan Obligations (which amount shall increase to 100% if the Other Lease expires or terminates for any reason, whether voluntarily or involuntarily, or to the extent Tenant fails to pay any Basic Rent (as defined in the Other Lease) thereunder) which becomes due and payable since the last date on which Basic Rent was due hereunder; provided, however, on the date the entire outstanding principal balance of the Loan becomes due and payable in full by Landlord as a result of the occurrence of an “Event of Default” (as such term is defined in the Reimbursement Agreement) (the “Adjustment Date”), Basic Rent will automatically adjust to an amount equal to the greater of (a) 100% of the Fair Rental Value (determined as of the date of the adjustment) or (b) the product of (i) 49% (or if the Other Lease expires or is terminated for any reason, or to the extent Tenant fails to pay any Basic Rent (as defined in the Other Lease) thereunder, 100%) and (ii) the Adjusted Basic Rent. Upon the indefeasible payment of the Loan and all Loan Obligations in full, Basic Rent will automatically adjust to an amount equal to 95% of the Fair Rental Value (determined as of the date of the adjustment) and remain at that amount for the remainder of the Term. 3.3 Tenant shall pay installments of Basic Annual RentRent to Landlord on the dates and at the times that the Loan Obligations are due and owing, all Common Area Expenses at the address of Landlord, or to such other address as Landlord may direct by notice to Tenant. Upon the indefeasible payment of the Loan and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006Loan Obligations in full, and the adjustment of Basic Rent as set forth in Section 3.2, Landlord may elect by delivering written notice thereof to Tenant at any time thereafter, to require Tenant to pay installments of Basic Rent in advance on the first (1st) calendar day of every calendar each month thereafter during the remainder of the Term. Additionally, Subtenant shall pay if Basic Rent is ever adjusted to Sublessor without right of offsetAdjusted Basic Rent as provided in Section 3.2 above, the Total then such Basic Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 due and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and payable on the first day of each calendar month commencing with the first full calendar month after the Adjustment Date and continuing on the first day of each calendar month thereafter. 3.4 This is a net lease and all monetary obligations shall be paid without notice or demand and without set-off, Subtenant agrees counterclaim, recoupment, abatement, suspension, deferment, diminution, deduction, reduction or defense (collectively, a “Set-Off”). This Lease and the rights of Landlord and the obligations of Tenant under this Lease shall not be affected by any event or for any reason or cause whatsoever foreseen or unforeseen. The obligations of Tenant under this Lease shall be separate and independent covenants and agreements, all monetary obligations shall continue to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal thereto), and the obligations of Tenant under this Lease shall continue unaffected. All Rent payable by Tenant hereunder shall constitute “rent” for all purposes (including Section 502(b)(6) of the Federal Bankruptcy Code). 3.5 If any Rent or other amount due hereunder is not paid when due, whether at the end of the Term or otherwise, then and in such event, Tenant shall pay or shall cause to be paid interest thereon from and after the date on which such payment first becomes due (regardless of whether an Event of Default has occurred) at the Post-Default Rate, and such interest shall be due and payable, on demand, at such rate until the entire amount due is paid, whether or not any action shall have been taken or proceeding commenced to recover the same. Nothing contained in this Section 3.5 shall in any way extend the time for the payment of any amounts payable hereunder. 3.6 In the event Tenant fails to pay any amounts due and payable under this Lease when due, Landlord may, at its option, whether immediately or at the time of final payment of such amounts, impose a late charge on Tenant equal to Sublessor without right five percent of offset, the amount of $4,128.01 each and every such past due payment notwithstanding the date on which amount reflects such payment is actually paid to Landlord. Any late charge imposed by Landlord in accordance with this Section 3.6 shall be due and payable on demand and shall be in addition to any interest due hereunder at the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August Post-Default Rate, and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration exercise by Landlord of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion its rights and remedies hereunder following an Event of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorDefault.

Rent. The monthly portion of Basic Annual yearly rent ("Fixed Rent") is One Hundred Seventy-Seven Thousand One Hundred and 00/100 ($177,100.00) Dollars. You, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant the Subtenant, will pay this yearly rent to the Lease Sublandlord in equal monthly payments of Fourteen Thousand Seven Hundred Fifty-Eight and 33/100 ($14,758.33) Dollars. Payments shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and paid in advance on the first (1st) calendar day of every calendar each month thereafter during the Term. As an inducement to Subtenant to execute this Sublease Agreement, Sublandlord agrees Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder required to pay any Fixed Rent, Taxes (pursuant to Article 19 of the Overlease) or additional charges pursuant to ▇▇▇▇▇▇▇ ▇0 of the Overlease for the first four (4) months of th▇ ▇▇▇▇ ▇▇reof, provided, however, that all other items of Additional Rent (as hereinafter defined) shall be due and payable. All payments which Subtenant is obligated to pay to Sublandlord pursuant to this Sublease (with the exception of Fixed Rent) shall be deemed "Additional Rent" regardless of whether or not referred to as Additional Rent. All rental and other payments shall be paid to Sublandlord at the address as set forth above Attn: Accounts Receivable, or to such other address as Sublandlord may designate by notice to Subtenant. All remedies available to Sublandlord under this Sublease, or otherwise at law or equity, for Subtenant's failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant Fixed Rent shall also be responsible available to Sublandlord for payment of all utilities Subtenant's failure to pay Additional Rent. Fixed Rent and Service Providers to the Leased Premises to Additional Rent which is payable in monthly installments shall be payable without demand, offset, or deductions (except as expressly provided for herein or in the extent said utilities and services were provided from and after August 1, 2006Overlease). Subtenant shall pay said utilities directly any and all s▇▇▇ (▇▇▇▇pt fixed annual rental) due pursuant to the provider of said utilitiesOverlease (including without limitation common area costs, insurance costs and provide a copy real estate taxes) in equal monthly installments in advance based upon Sublandlord's reasonable estimation of the utility payment to Sublessee for amounts that will be due at the month end of August on the year, quarter or before other period that same is due under the date said payment Overlease. Once the final amount is due. Furthermoredeter▇▇▇▇▇, and Subtenant will pay Sublandlord any additional amount that may be due within ten (l0) days after demand thereof or in addition the case of overpayment Sublandlord shall refund the overpayment or credit same to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day account of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorSubtenant.

Rent. The monthly portion (a) Regardless of Basic Annual Rentwhether Tenant vacates the Released Premises prior to the Partial Lease Termination Date, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day installments of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all annual base rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Released Premises and shall have all utilities and contracts with Service Providers which are due pursuant to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy Article III of the utility payment to Sublessee for the month of August on or before the date said payment is due. FurthermoreLease shall be paid through March 31, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September 2003 (collectively referred to herein as the “Partial Rent AdvanceTermination Date”). In Similarly, Tenant shall make estimated monthly payments in respect of Additional Rent with respect to the Released Premises, as provided in Article IV of the Lease, through the Partial Rent Termination Date. Tenant’s obligation with respect to payment of Additional Rent with respect to the Released Premises pursuant to Article IV of the Lease, as well as Landlord’s obligation to refund any overpayment made with respect to the Released Premises by Tenant in respect of Additional Rent, all with respect to the period prior to and including the Partial Rent Termination Date, shall survive the Partial Lease Termination Date and the Partial Rent Termination Date. All of Tenant’s other obligations under the Lease with respect to the Released Premises shall continue in full force and effect through the Partial Lease Termination Date. (b) Notwithstanding anything to the contrary in subparagraph (a) above, in the event this Sublease terminates prior (i) Landlord is successful in its efforts to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized relet all or a portion of the Rent Advance. Time is Released Premises, (ii) the new tenant takes occupancy of the essence Released Premises and (iii) Landlord actually receives the payment of rent with respect to the Released Premises, then the installments of annual base rent that Tenant is to pay with respect to the Released Premises prior to March 31, 2003 shall be reduced by the actual amount of the rent actually received by Landlord with respect to the Released Premises. To the extent Landlord receives payment of rent with respect to the Released Premises by a new tenant, then Landlord shall credit against Tenant’s next monthly installment of annual base rent an amount equal to the amount received from the new tenant. (c) Tenant’s obligation to pay annual base rent, additional rent and all other sums and charges due in accordance with the payments called for under this Sublease terms and Subtenant shall pay Sublessor all penalties and late fees called for under provisions of the Lease (owing shall continue in full force and effect with respect to Landlord) in the event any payment required to be paid by Subtenant is lateSixth Floor Premises. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate Except as provided in Paragraph 13 below, provided Tenant complies with the terms hereof, Tenant shall have no further obligations with respect to the Seventh Floor Premises commencing the day immediately following the Partial Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to SublessorTermination Date.

Rent. The monthly portion Tenant agrees and covenants to pay Landlord an annual fixed rent in the amount of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered $312,000.00 per year (“additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Base Rent”), commencing on the Commencement Date. Beginning October 1Base Rent shall be payable in advance, 2006without demand, and on the first (1st) calendar day of every each calendar month in equal monthly installments of $26,000.00 and shall not be increased, abated or diminished except as set forth herein. Beginning on January 1, 2026 and each January 1 of each year thereafter during the Term, Subtenant the amount of Base Rent which shall pay to Sublessor without right be paid during each calendar year shall be increased above the preceding year’s Base Rent by 1.5%. If the Commencement Date is not the first day of offseta calendar month, the Total first month’s Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1prorated, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after be payable on the Commencement Date. In addition, which term includes without limitation, all Common Area Expenses, utilities, taxes Base Rent for the first full month of the Term shall be payable on the Commencement Date. Tenant shall also pay to Landlord such “Additional Rent” as described in Article 12 hereof. The Base Rent and third party service providers, including but not limited the Additional Rent are hereinafter collectively referred to landscapers, HVAC repair, elevator service and janitorial services arising as the “Rent.” In the event that Tenant fails to make any payment of Rent within five (5) days after the Commencement Date (collectivelysame becomes due, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and then in addition to all rights, powers and remedies provided herein, by law or otherwise in the foregoing payments set forth abovecase of nonpayment of Rent, beginning on October 1, 2006 Landlord shall be entitled to recover from Tenant and on the first calendar day of each calendar month thereafter, Subtenant ▇▇▇▇▇▇ agrees to pay to Sublessor Landlord, on demand, a late payment charge equal to $250.00. This is a net lease and the Rent shall be paid without right of offsetnotice, demand, setoff, counterclaim, deduction or defense and, except as otherwise expressly provided herein, without abatement or suspension. It is the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration intention of the Termparties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, Subtenant shall remain obligated to pay Sublessor the unamortized portion of that the Rent Advanceshall continue to be payable in all events and that the obligations of Tenant hereunder shall continue unaffected, except as otherwise expressly provided herein. Time It is the purpose and intent of Landlord and Tenant that the essence with the payments called for Rent payable under this Sublease and Subtenant Lease be absolutely net to Landlord, such that this Lease shall pay Sublessor all penalties and late fees called yield (on an absolute net basis) the Base Rent specified in this Lease for under the each year of this Lease (owing to Landlord) in the event prorated, as applicable, for any payment required to be paid by Subtenant is late. In addition, any payment to Sublessor due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessorpartial year).

Rent. The monthly portion Tenant shall pay to Landlord (or to Lender, if directed by Landlord), as minimum annual rent for the Leased Premises during the Term, the Basic Rent in arrears, on the Basic Rent Payment Dates, and shall pay the same by wire transfer in immediately available federal funds, by 9:30 a.m., New York time on the date due, to such account in such bank as Landlord (or Lender, if Landlord directs Tenant to pay Basic Rent directly to Lender) shall designate, from time to time. Basic Rent for the period from and including the Commencement Date through and including June 30, 2003 shall be paid on June 30, 2003 in the amount set forth for such period on Exhibit B-1 attached hereto. Tenant shall pay and discharge before the imposition of Basic Annual any fine, lien, interest or penalty that may be added thereto for late payment thereof, as Additional Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” obligations which Tenant assumes or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor without right of offset, the Total Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of the Total Rent. On or before August 1, 2006 and September 1, 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to the Lease together with all other amounts due under the Lease to Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay or discharge pursuant to Sublessor without right of offsetthis Lease, together with every fine, penalty, interest and cost which may be added by the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred party to herein as the “Rent Advance”)whom such payment is due for nonpayment or late payment thereof. In the event this Sublease terminates prior of any failure by Tenant to the expiration pay or discharge any of the Termforegoing, Subtenant Landlord shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease have all rights, powers and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) remedies provided herein, by law or otherwise, in the event any payment required of nonpayment of Basic Rent. All payments of Additional Rent that are payable to Landlord shall be paid by Subtenant Tenant by wire transfer in immediately available federal funds to such account in such bank as Landlord (or Lender, if so directed by Landlord) shall designate, from time to time. If any installment of Basic Rent is latenot paid when the same is due, Tenant shall pay to Landlord or Lender, as the case may be, on demand, as Additional Rent, a Late Charge. In additionLandlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. Each party shall reflect the transactions represented by this Lease in all applicable books, any payment to Sublessor due records and owing under this Sublease that is late shall bear interest at the rate provided reports (including, without limitation, income tax filings) in the Lease from the date said payments are due until the date such amounts owing by Subtenant are paid to Sublessora manner consistent with "true lease" treatment rather than "financing" treatment.

Rent. The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the Lease shall collectively be referred to herein as the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant 7.1 Tenant shall pay to Sublessor without right of offset, Landlord the Total annual rental amount (the “Base Rent”) set forth in Section 2.3. Base Rent due to Landlord or other third parties under the Lease and, to the extent received from Subtenant, Sublessor shall remit same to Landlord be paid in equal monthly installments on or before the date first day of each month, in advance, commencing upon the Commencement Date and continuing through the last calendar month which falls within the Term. If the Commencement Date is not the first day of a calendar month, then the Base Rent due for such rental payments first month of the Term shall be prorated based upon the number of days in that month in which the Commencement Date falls. 7.2 The payment of Base Rent and Additional Rent (herein, Base Rent, Additional Rent and any other sums due from Tenant to Landlord under this Lease are duecollectively referred to as “Rent”) shall be made in lawful money of the United States of America and made payable to Landlord or such other person and at such place as Landlord shall designate in writing (pursuant to the notice requirements of Article 37 of this Lease) from time to time. Sublessor shall not be in default hereunder for Landlord may at any time during the failure Term require that Tenant pay Rent electronically through Landlord’s banking institution via e-check payments, ACH payments, automatic debits from Tenant’s bank account or such other method as Landlord may require. Tenant’s obligation to pay Rent is independent of any obligation of Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor hereunder and shall be responsible for the July portion of the Total paid without abatement, reduction, demand or set-off, except as otherwise specifically provided herein. 7.3 In addition to Base Rent. On or before August 1, 2006 and September 1, 2006, Subtenant Tenant shall pay to Sublessor, without right of offset, all Landlord as additional rent considered (“additional rent” pursuant to the Additional Rent”) at times hereinafter specified in this Lease together with all other amounts due under the Lease to Landlord or other third parties arising (a) from and after the Commencement Date, which term includes without limitation, all Common Area Tenant’s Pro Rata Share of Operating Expenses, utilitiesand (b) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, taxes and third party service providersincluding, including but not limited to, indemnification payments, and any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to landscaperscomply with the agreements, HVAC repairterms, elevator service covenants and janitorial services arising conditions of this Lease to be performed by Tenant, after notice and the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect lapse of any applicable cure period. 7.4 Notwithstanding anything in this Lease to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1contrary, 2006, Subtenant shall also be responsible for if any payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1Rent is more than five (5) days past due, 2006. Subtenant Tenant shall pay said utilities directly to the provider Landlord on demand an administrative charge equal to five percent (5%) of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease (owing to Landlord) in the event any payment required to be paid by Subtenant is latesuch past due amount. In addition, any Rent payment to Sublessor more than thirty (30) days past due and owing under this Sublease that is late shall bear accrue interest from the due date at the rate provided (the “Default Rate”) of 12% per annum (or the highest lawful rate allowable if less than 12%) until paid in the Lease from the date full, and Tenant shall pay to Landlord on demand said payments are due until the date such amounts owing by Subtenant are paid to Sublessorinterest.