Common use of Rent Clause in Contracts

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account

Rent. Sublessee (a) Tenant shall pay to Sublessor an annual base rental based on the base rent ("Fixed Rent") per rentable square foot amount specified in the amounts listed on Exhibit C attached heretoSchedule (“Base Rent”), in twelve equal monthly installments. HoweverEach installment of such Base Rent, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five together with one-twelfth (51/12) months of the Term, and pay Fixed Base Rent for 20,000 rentable square feet during months six Adjustment (6as defined in Section 5(d) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feethereof) beginning on January 1, 1999. Fixed Rent shall be paid monthly due and payable in advance advance, without notice, demand, reduction, setoff or any defense, on the first day of each calendar month during the term Term of this SubleaseLease. Fixed Final Base Rent to be based on the Rentable Area pursuant to Section 5 of the Lease. (i) As used herein, the term “Lease Year” shall, in the case of the first Lease Year, mean the period which commences with the Occupancy Date and terminates on the last day of the twelfth (12th) full calendar month after the Occupancy Date, and such first Lease Year shall, therefore, include twelve (12) full calendar months plus the partial month, if any, at the Occupancy Date, if the Term does not commence on the first day of a calendar month. Each subsequent Lease Year shall mean a period of twelve (12) full calendar months commencing with the date following the last day of the first Lease Year, and commencing with each subsequent annual anniversary of such day. The last Lease Year of the Term shall be the period that commences on the day immediately following the last day of the preceding Lease Year and terminates on the last day of the Term, and the parties recognize that such last Lease Year may be less than twelve (12) full calendar months, depending upon the date of termination of the lease term. (b) Tenant shall also pay Landlord as additional rent all such other sums of money as shall become due from and payable by Tenant to Landlord under this Lease (the “Additional Rent”). Base Rent, Sublessee's share of the Operating ExpensesBase Rent Adjustment, as defined in Section 4.2 of the Main Lease, Additional Rent and any and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease due hereunder shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from collectively referred to herein as the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. “Rent.” All Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor Landlord at the address set forth on the Schedule unless Landlord shall provide Tenant written notice of a new address for the delivery of Rent pursuant to Section 39 hereof. Tenant shall pay to Landlord as Additional Rent any sales, use or other tax (excepting corporate excise and income tax) that may be levied upon or in Section 26 any way measured by this Lease or the rents payable by Tenant, notwithstanding the fact that a statute, ordinance or enactment imposing the same may endeavor to impose such tax upon Landlord. If the Term of this Sublease AgreementLease commences on any day other than the first day of a calendar month or terminates on any day other than the last day of a calendar month, then the Rent for such month or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges months shall be paid to Sublessor in lawful money prorated. Any payment of Rent not received by Landlord within ten (10) days of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder date when due shall be deemed delinquent and Tenant shall pay to Landlord on demand a late charge equal to five percent (5%) of the amount of such Rent. Tenant acknowledges that such late charge is not a penalty, but is to compensate Landlord for the additional administrative expenses and other than expenses incurred by Landlord in handling delinquent payments (which expenses are not readily ascertainable), and is in addition to, not in lieu of, interest on accountlate payments as provided herein and any other remedies that Landlord may have by virtue of Tenant’s failure to make payments when due. Rent or other payments due hereunder, if not paid when due, shall bear interest at a rate equal to the lesser of twelve percent (12%) per annum or the maximum lawful rate of interest chargeable under the laws of the State of Tennessee, from the date due until paid. In addition, Tenant shall pay to Landlord all costs of collection of the sums due hereunder including reasonable attorney fees. In the event Tenant provides a check in payment of Rent or any other amount due under this Lease, and such check is dishonored for any reason, Tenant shall pay, in addition to any other charge or payment, a dishonored check charge in the amount of Thirty-Five Dollars ($35.00).

Rent. Sublessee The rent reserved under this Sublease for the Term hereof shall pay to Sublessor rent be and consist of: ("a) the Fixed Rent"Rent payable beginning on the Rent Commencement Date in Monthly Fixed Rent installments as specified in Paragraph 1(e) of this Sublease in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998advance, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on or before the first day of each and every calendar month during the term of this Sublease. Fixed Term; plus (b) such additional rent (“Additional Rent”) in an amount equal to the Expense Adjustment Amount, all charges for services and utilities supplied by Sublessor hereunder, and any other charges as shall become due and payable by Subtenant hereunder whether or not the same is designated as Additional Rent, Sublessee's share including, without limitation, the reasonable expenses incurred by Sublessor in the enforcement (after default by Subtenant hereunder beyond applicable cure periods) of any of the Operating Expensesagreements, as defined covenants, or obligations under this Sublease and including reasonable legal fees that may accrue (after default by Subtenant hereunder beyond applicable cure periods) in Section 4.2 the event suit for rent or dispossess proceedings are necessary to obtain the possession of the Main Lease, Subleased Premises or to collect the rent; which Additional Rent shall be payable as hereinafter provided. All rent due and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Subtenant hereunder shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)therefor, and without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever. All Additional Rent for any partial month of and other charges payable hereunder, which are not due and payable on a monthly basis during the Sublease Term Term, unless otherwise specified herein, shall be prorated in due and payable within thirty (30) days of delivery by Sublessor to Subtenant of notice to pay the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessorsame. Fixed Rent and Additional Charges Rent shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 at the head of this Agreement, Sublease or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to SublesseeSubtenant. No payment by Sublessee Subtenant or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountaccount 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 Sublessor may accept any check or payment without prejudice to Sublessor’s right to recover the balance due or to pursue any other remedy available to Sublessor. Any provision in the Main Lease referring to Fixed Rent or Additional Rent incorporated herein by reference shall be deemed to refer to the Fixed Rent and Additional Rent due under this Sublease, except as may otherwise be expressly provided herein. If, in the event of a casualty or condemnation, Sublessor is entitled to a rent abatement pursuant to Paragraphs 10 or 26 of the Main Lease, Subtenant shall be entitled to a proportionate abatement in the Fixed Rent due under this Sublease, provided that Subtenant’s possession of the Subleased Premises is affected by such casualty or condemnation.

Rent. (a) During the Term, Sublessee shall pay to Sublessor Sublessor, monthly rent of $9,500.00 ("Fixed Monthly Rent") in the amounts listed on Exhibit C attached hereto). However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis All such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Monthly Rent shall be paid monthly due and payable in advance on or before the first (1st) day of each month during the term Term without any prior demand or previous notice. If the Sublease Commencement or Termination Dates fall on a day other that the first day, or last day respectively, of this Sublease. Fixed Renta calendar month, Sublessee's share Monthly Rent shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the Operating ExpensesMonthly Rent. (b) Monthly Rent is all inclusive such that Monthly Rent includes, without limitation, Minimum Annual Rent and all operating expenses, utility charges, maintenance and janitorial fees, taxes, increases in insurance premiums maintained by Master Lessor, parking fees, telephone/fax service including local and long distance charges and any reproduction charges. Under no condition shall Sublessee be required to pay any additional rent (as defined in Section 4.2 of the Main Master Lease, ) or any other sums which may otherwise be due and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease Lease. (as incorporated into this Sublease), Sublessee shall (as applicablec) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for Monthly Rent and any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be other sums payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges Sublessee hereunder shall be paid to Sublessor in lawful money of the United States at the Sublessor's address of Sublessor set forth provided above or as otherwise designated in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice writing to Sublessee. No payment by Sublessee or receipt A late charge of five percent (5%) will be imposed with respect to Monthly Rent due hereunder that is not received by Sublessor within ten (10) days following the date such rent was due. In addition, such late payment shall bear interest at ten percent (10%) per annum, accrued monthly, from the date that it is fifteen (15) days past due to the date of any lesser amount than the amount stipulated to be paid hereunder payment thereof by Sublessee; provided, however, that nothing contained herein shall be deemed other than on accountconstrued as permitting Sublessor to charge or receive interest in excess of the maximum rate then allowed by applicable law. Such late charge and interest shall be due and payable with the next installment of Monthly Rent due hereunder.

Rent. Sublessee (a) Subtenant shall pay to Sublessor Oread as initial annual rent ("Fixed Sublease Annual Rent") in an amount equal to the amounts listed greater of (i) Forty Five Thousand One Hundred Eighty Dollars ($45,180.00), or (ii) that sum which Oread must pay Landlord pursuant to the Prime Lease as Rent on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped an annual basis such attributable to that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months portion of the TermDemised Premises designated hereunder as the Subleased Premises. Subtenant shall pay to Oread the Sublease Annual Rent, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) without abatement, deduction or offset, in lawful money of the United States of America, at the address for Landlord set forth in Paragraph 13 of this Sublease. The initial Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Annual Rent shall be paid monthly in advance on the first day of each month during the term 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 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 any additional amount of Sublease Annual Rent due shall survive the termination of this Sublease. Fixed Rent, Sublessee's share . (d) Any monthly installment of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount Annual Rent due for any reason whatsoever. Rent for any partial period less than a full month of the Sublease Term shall be prorated in for such fractional month on the proportion that the number basis of days this Sublease is in effect during such month bears to the actual number of days in such the month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. Sublessee (a) This Lease is a net lease and Lessee shall pay to Sublessor Lessor ---- by wire transfer in immediately available funds, as rent for the Equipment during the Lease Term, the amount set forth in the Rental Schedule ("Basic Rent") on the dates set forth therein ("Payment Dates"), at the location of Lessor set forth on the applicable Rental Schedule. (b) Lessee shall also pay to Lessor on demand, by wire transfer in immediately available funds, all amounts which Lessee is required to pay Lessor pursuant to this Lease (other than Basic Rent) together with every fine, interest and cost which may be added for non-payment or late payment thereof. Such amounts shall constitute additional rent ("Fixed Additional Rent") ). If Lessee shall fail to pay any additional Rent, Lessor shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the amounts listed case of nonpayment of Basic Rent. With respect to any amount of Basic Rent or Additional Rent not paid when due hereunder, Lessee shall pay to Lessor interest on Exhibit C attached hereto. However, Sublessee shall phase into such amount from the Premises, effective May 1, 1998, on a stepped basis such that due date thereof until payment is received by Lessor at the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during lower of: (i) two percent (2%) above the first five Prime Rate but in no event less than two percent (52%) months per annum above the permanent debt rate of the TermRental Schedule(s) applicable to such overdue amount, or (ii) the highest rate of interest permitted by law ("Default Interest Rate"). Lessee shall perform all its obligations under this Lease at its sole cost and expense, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay all Basic Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed and Additional Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without further notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountdemand.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent"a) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed The Rent for 15,000 rentable square feet during the first five (5) months as per Section 4 of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent Lease Deed shall be paid monthly payable in advance on or before the first fifteenth (15th) day of each calendar month during the term of this Subleaselease. Fixed The Lessor should receive the payment on or before the fifteenth (15th) day of each calendar month during the term of this lease. The maintenance charges shall also be paid on the same date. (b) If the Lease Commencement Date occurs on a day other than on the tenth day of a month, rent from the Lease Commencement Date until the tenth day of the following month shall be prorated at the rate of one-thirtieth (1/30) of the Rent, Sublessee's share of payable in advance on the Operating ExpensesLease Commencement Date. (c) The Rent, as defined in Section 4.2 of the Main Lease, all Charges and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Reimbursements shall be paid promptly when due, in Indian Rupees, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, diminution, abatement, counterclaim or setoff set-off of any amount amount, other than withholding taxes as provided at sub-clause (b) above and credit for any reason whatsoeverexcess Reimbursements as /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx provided in this Exhibit. The Rent for any partial month of and the Sublease Term Reimbursements shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears paid to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreementfollowing address: Xxxx # 0, Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx - 500 081, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the other address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor Lessor may designate by adequate written notice to Lessee from time to time. If Lessor shall at any time designate accept Rent and/or Reimbursements after it shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute a waiver of Lessor's rights hereunder. If Lessee makes any payment to Lessor by written notice cheque, the same shall be by cheque drawn by the Lessee only, and Lessor shall not be required to Sublesseeaccept a cheque drawn by any other person. No payment Any cheque received by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder Lessor shall be deemed received subject to collection. GTC-12: SURRENDER OF DEMISED PREMISES Upon termination of this Lease by lapse of time or otherwise, Lessee shall surrender the Demised Premises to Lessor upon simultaneous refund of the Deposit, together with all permanent additions, alterations, improvements and installations thereto (including the Leasehold Improvements), in broom-clean condition and in good order and repair, except for ordinary wear and tear and damage which Lessee is not obligated to repair, failing which Lessor may restore Demised Premises to such condition at Lessee's expense. Provided however, and it is hereby expressly agreed and understood that if after the expiry or sooner determination of the Lease, the Lessor is unable for any reason whatsoever to refund the Deposit, Lessee shall be entitled to continue to use or occupy the Demised Premises without payment of any Rent or other than on accountcharges until the Deposit is refunded. Upon such termination, Lessee's trade fixtures and furniture shall remain Lessee's property, and Lessee shall have the right prior to such termination to remove the same. Lessee shall promptly repair any damage caused by any such removal and shall restore the Demised Premises in good order and condition reasonable wear and tear excepted. Lessee shall surrender the Demised Premises to Lessor at the end of the Term without notice of any kind, and Lessee hereby waives all right to any such notice as may be provided under any present or future law. RULES & REGULATION FOR USE OF PREMISES --------------------------------------

Rent. Sublessee shall 4.1. Master Tenant covenants to pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. HoweverLandlord, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor America, without notice or demand and without any set-off, deduction or abatement whatsoever (except as otherwise set forth herein), the Rent as follows: 4.1.1. Master Tenant shall pay the annual amount as set forth and identified as “Base Rent” on Exhibit A hereto (“Base Rent”), payable in Section 26 arrears on the last day of each calendar month during the Term of this Agreement, or, if earlier, no later than such other day as may be required by the holder of a Permitted Mortgage under its applicable Loan Documents. Notwithstanding the foregoing, as an administrative convenience to Landlord, Landlord hereby irrevocably directs Master Tenant to pay such Base Rent directly to the holder of any Permitted Mortgage, or otherwise in accordance with any Permitted Mortgage, on or before the due date thereunder. Landlord will, for purposes of this Section, keep Master Tenant informed of any changes to such other person and/or obligations; and 4.2. [Intentionally omitted]. 4.3. Any Rent not paid when due shall bear interest from the due date at the Default Rate until paid in full. 4.4. [Intentionally omitted]. 4.5. In the event that the Projected Uncontrollable Costs for any calendar year (or stub period thereof, in the event that a lease year begins after January 1 of a calendar year or ends before December 31 of a calendar year) exceed the actual Uncontrollable Costs for such other address calendar year or stub period thereof, Master Tenant shall pay to Landlord, as Sublessor additional Rent hereunder, the amount of such excess, within ninety (90) days following the end of the applicable calendar year (or stub period thereof). If, however, the actual Uncontrollable Costs for any calendar year (or stub period thereof) exceed the Projected Uncontrollable Costs for such calendar year (or stub period thereof) (such amount the “Excess Uncontrollable Costs”), then Master Tenant shall be responsible for payment of such Excess Uncontrollable Costs, but shall be entitled to reimbursement of such Excess Uncontrollable Costs by offsetting such amount against Rent payable to the Trust pursuant to Section 4.1.2 beginning with the first lease month that begins on or after ninety (90) days following the end of such calendar year (or stub period thereof), and against such amounts payable to Landlord in later months, if and as needed, until the full amount of the Excess Uncontrollable Costs incurred for such calendar year (or stub period thereof) have been reimbursed to the Master Tenant. Notwithstanding the foregoing, so long as a Permitted Mortgage is outstanding, Master Tenant shall not xxxxx any Base Rent or Impositions. 4.6. To the extent that monthly escrows are required by a holder of a Permitted Mortgage, Master Tenant shall deposit monthly with Landlord (or Landlord’s designee), simultaneously with its payment of Base Rent, one-twelfth (1/12) of the Impositions and premiums for insurance required under Section 8 hereof, which amounts may be adjusted from time to time designate by written notice depending on such Impositions and insurance premiums from time to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than time, in amounts sufficient to pay the amount stipulated to be paid hereunder shall be deemed other than on accountsame when due.

Rent. Sublessee (a) From and after the Commencement Date, Subtenant shall pay to Sublessor Landlord annual fixed rent ("the “Fixed Rent"”) in the amounts listed set forth on Exhibit C Schedule 4 attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly payable in advance in the monthly installments forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each month during month, without notice or demand and without abatement, set-off or deduction. Throughout the term of this Sublease, so long as Subtenant is not then in monetary default under this Sublease (beyond any applicable notice and cure period), Subtenant shall be entitled to a credit in the amount of $13,414.57 per month to be applied against Fixed Rent otherwise due hereunder as set forth above. Landlord acknowledges that Subtenant will, when entitle to the aforementioned credit, pay the Fixed Rent, Sublessee's share Rent less the amount of the credit. (b) Commencing on the first anniversary of the Commencement Date, Subtenant agrees to pay to Landlord, as additional rent hereunder, an amount equal to “Subtenant’s Proportionate Share” of (i) the amount payable by Landlord pursuant to Section 4.05 of the Xxxxxxxxx (“Landlord’s Operating ExpensesExpenses Payment”), but only to the extent that Landlord’s Operating Expense Payment for any calendar year during the Term exceeds Landlord’s Operating Expense Payment for calendar year 2007, and (ii) the amount payable by Landlord on account of real property tax (as defined in Section 4.2 9.01 of the Main LeaseXxxxxxxxx) pursuant to Section 9.01 of the Xxxxxxxxx (“Landlord’s Real Property Tax Payment”), but only to the extent that Landlord’s Real Property Tax Payment for any fiscal year during the Term exceeds Landlord’s Real Property Tax Payment for fiscal year 2007, and (iii) all other amounts ("Additional Charges") payable costs and expenses of every kind and nature paid or incurred by Sublessee to Sublessor under Landlord in the provisions of this Sublease or the provisions operation, maintenance, repair and replacement of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from Building and the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by SublesseeBuilding Common Area, including, without limitation, Additional Charges incurred the utility costs described in Section 21 below (“Landlord’s Building Expenses”), but only to the extent Landlord’s Building Expenses for any calendar year during the Term exceed Landlord’s Building Expenses for calendar year 2007 (all such additional rent payable by Subtenant collectively referred to herein as a result “Direct Expenses”). In the event the Building is not at least 95% occupied during calendar year 2007, then that portion of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Landlord’s Building Expenses and Additional Charges that vary based on occupancy shall be made payable grossed up as if the Building were 95% occupied. For purposes of this Sublease, “Subtenant’s Proportionate Share” shall be calculated by dividing the rentable square footage of the Subleased Premises subject to Sublessor this Sublease (at the address set forth time in Section 26 of this Sublease Agreement, or at such place as may be designated question) divided by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money the total rentable square footage of the United States at Building. Initially, the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSubtenant’s Proportionate Share is twenty-seven percent (27%).

Rent. Sublessee shall (a) Tenant covenants to pay to Sublessor Landlord, as monthly rent ("Fixed Rent") in for the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet Leased Premises during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six $100.00 (6herein called the “Base Rent”) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main LeaseTerm, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under pay the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, same at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the Landlord’s address set forth in Section 26 of this Sublease Agreement, above or at such other place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may Landlord from time to time may designate by written notice in writing, in such coin or currency of the United States as shall at the time of payment be legal tender for the payment of public and private debts. (b) Tenant covenants to Sublessee. No pay and discharge on or before the thirtieth (30th) day after Tenant has received a xxxx therefor, as additional rent, all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease (the “Additional Rent”, and together with the Base Rent, the “Rent”) (except that amounts payable as liquidated damages pursuant to Section 16 shall not constitute Additional Rent) together with every fine, penalty, interest and cost which may be added for non payment by Sublessee or receipt by Sublessor late payment of such Additional Rent and, in the event of any lesser amount than failure on the amount stipulated part of Tenant to be pay or discharge any of the foregoing within any applicable grace period provided herein, Landlord shall have all rights, powers and remedies provided herein or by law or otherwise in the case of non payment of the Rent. During the occurrence and continuance of an event of default, Landlord shall have the right but not the obligation to perform any agreement or covenant of Tenant hereunder if Tenant shall have failed to perform such agreement or covenant and, upon demand by Landlord, Tenant shall pay to Landlord as Additional Rent any and all costs and expenses (including, but not limited to, all reasonable attorneys’ fees and expenses) that are incurred by Landlord in connection with performing any such agreement or covenant. Tenant will also pay on demand to Landlord, as Additional Rent, interest at the rate often (10) percent per annum on all overdue installments of Base Rent from the due date thereof until paid hereunder in full, and on all overdue amounts of Additional Rent from the due date thereof until paid in full by Tenant. (c) Landlord shall utilize the check meter and the equipment ancillary thereto currently located on the Property (herein called the “Check Meter”) to measure and record and provide printouts of the measurement of the demand and consumption at the Property of electric current during each month (or other billing period reasonably determined by Landlord) occurring during the Term of this Lease. Landlord shall operate such meter to ascertain Tenant’s consumption of kilowatt hours (herein called “KWH”), by time of day, if applicable, and demand in kilowatts (herein called “KW”) for each month (or other billing period reasonably determined by Landlord). Landlord, at Landlord’s expense, shall maintain and keep the Check Meter in good repair (including replacement, if necessary), working order and condition during the Term of this Lease. During any period that the Check Meter is non-operational, the Electricity Additional Rent (as hereinafter defined) shall be deemed an amount reasonably estimated by Landlord based upon Tenant’s actual average daily consumption or average monthly demand, whichever is more appropriate for calculating the estimated amount, during the twelve (12) month period immediately preceding the estimate period. (d) Tenant shall pay Landlord, as additional rent, within forty five (45) days after receipt of an invoice from Landlord for the furnishing of electricity to the Property as set forth herein, an amount (herein called “Electricity Additional Rent”) determined for each billing period by applying the KWH and KW shown on the Check Meter (or determined by the electrical consultant, if applicable) to the rates pursuant to which Landlord purchases electric current during the particular billing period, including therein any taxes, fuel adjustment charges, surcharges, demand charges, energy charges, time-of-day charges, rate adjustment charges or other than impositions of any nature payable by Landlord (taking into account any discounts or rebates received by Landlord) (herein called “Landlord’s Rate”). If consumption or demand is billed at different rates depending on accountdifferent subdivisions or categories of the rate schedule, then Tenant’s KWH consumption and KW demand shall be billed at Landlord’s Rate per KW or KWH (as the case may be) for such subdivision or category (e.g., KWH consumption is currently billed at different rates depending on the time of day of consumption and accordingly Tenant’s KWH shall be applied separately to the rates applicable to the period in which each KWH of Tenant’s consumption was consumed). (e) Following the expiration of each calendar month, Landlord shall submit to Tenant a statement setting forth in reasonable detail the Electricity Additional Rent for such month together with copies of the Check Meter printouts showing the KW and KWH recorded during the applicable month and copies of the public utility rate schedule pursuant to which Landlord is then purchasing electricity for the Mill along with any other documentation reasonably requested by Tenant in connection therewith.

Rent. Sublessee (a) Tenant shall pay to Sublessor rent (as "Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent BASE RENT" for 15,000 rentable square feet each Lease Year during the first five Initial Term the sum of Six Hundred Thousand and No/100 Dollars (5$600,000), payable in advance, in equal monthly installments of Fifty Thousand and No/100 Dollars ($50,000). If Tenant exercises its option(s) months of to extend the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, Tenant shall pay as Base Rent during the Renewal Term(s) a rental based upon the "market rate" for the entire Premises (23,575 rentable square feet) beginning Premises. The first and last monthly installments are due and payable on January 1, 1999. Fixed Rent shall be paid monthly the execution of this Lease and the remaining installments are due and payable in advance on the first day of each and every month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when dueTerm, without notice offset or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor Landlord at the address set forth in Section PARAGRAPH 26 of this Sublease Agreement, or at such other place as Landlord may hereafter designate in writing. Rent checks are to be designated made payable to Landlord, or such other person, firm or corporation as Landlord may designate in writing. (b) All sums due and payable by SublessorTenant under this Lease other than Base Rent are "ADDITIONAL RENT", whether or not so called in the text of this Lease. Fixed Any Additional Rent and Additional Charges for which no time for payment is specified in this Lease shall be paid 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 Sublessor in lawful money pay the same shall survive the expiration or other termination of this Lease. Tenant's covenant to pay Rent is an independent covenant. (d) Rent shall be equitably pro rated 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 for the next ensuing five (5) year period, and to obtain an appraisal of the United States at Premises to determine the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate market rent for the Premises by delivering written notice to SublesseeLandlord not less than one hundred twenty (120) days prior to the beginning of each Renewal Term. No payment Tenant shall include in such notice the name of an MAI appraiser selected by Sublessee or Tenant which has an office in Licking County, Ohio. Landlord shall within thirty (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 Licking County, Ohio. If Landlord fails to notify Tenant of the name of an appraiser within the thirty (30) day period, then the appraiser selected by Sublessor Tenant shall determine the market rent and the decision of said appraiser shall be 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 Licking County, Ohio. 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 lesser amount Renewal Term be less than the amount stipulated to be paid hereunder shall be deemed other than on accountBase Rent for the previous Renewal Term or the Initial Term, as applicable.

Rent. Sublessee a. Tenant shall pay to Sublessor Landlord (or to Lender, if directed by Landlord), as minimum annual rent ("Fixed Rent") in for the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet Leased Premises during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six the amounts set forth in Exhibit B attached hereto (6) through eight (8) of "BASIC RENT"), commencing on the Sublease Term. Sublessee, shall pay Rent Commencement Date for the entire Premises (23,575 rentable square feet) beginning on January 1succeeding, 1999. Fixed Rent shall be paid monthly in advance prorated month, and continuing regularly on the first (1st) calendar day of each month thereafter during the term Term, in advance (the said days being called the "BASIC RENT PAYMENT Dates"), and shall pay the same at Landlord's address set forth below, or at such other place as Landlord from time to time may designate to Tenant in writing, in funds which at the time of this Sublease. Fixed such payment shall be legal tender for the payment of public or private debts in the United States of America and if required by Lender by wire transfer in immediately available federal funds to such account in such bank as Lender shall designate, from time to time. b. Tenant shall pay and discharge before the imposition of any fine, lien, interest or penalty may be added thereto for late payment thereof, as Additional Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added by Sublessee the party to Sublessor under whom such payment is due for nonpayment or late payment thereof. In the provisions event of this Sublease any failure by Tenant to pay or the provisions discharge any of the Main Lease foregoing, Landlord shall be paid promptly when duehave all rights, without notice powers and remedies provided herein, by law or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)otherwise, and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion event of nonpayment of Basic Rent. c. If any installment of Basic Rent is not paid within ten (10) days after written notice is given by Landlord or Lender (or Lender's servicer or other designee of Lender) to Tenant that the number of days this Sublease same is in effect during such month bears to the actual number of days in such month. Ifoverdue, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Tenant shall pay to Sublessee Landlord or Lender, as the case may be, on demand, as Additional Rent, a late charge equal to five percent (5%) (the "LATE CHARGE") on such overdue installment of Basic Rent, but in no event more than the maximum amount of such overpaymentallowed by law. d. Landlord and Tenant agree that this Lease is a true lease and does not represent a financing arrangement. If Sublessor Each party shall be responsible for any Additional Charges due under reflect the Main transactions represented by this Lease which is not attributable to Sublessee's use or occupancy of the Premisesin all applicable books, no such Additional Charges shall be payable by Sublesseerecords, and reports (including, without limitation, Additional Charges incurred as income tax filings) in a result of Sublessor's failure to provide Lessor manner consistent with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount "true lease" treatment rather than the amount stipulated to be paid hereunder shall be deemed other than on account"financing" treatment.

Rent. A. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed amount fisted on Exhibit C A attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating ExpensesExpense Escalation Charge, as defined in Section 4.2 3.3 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor landlord under the Main Lease), and without deduction, abatement, counterclaim or setoff set off of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 at the beginning of this AgreementSublease, or to such other person and/or at such other address as Sublessor may from time to time designate by written .written notice to Sublessee. Sublessee's share of all Additional Charges due under the Main Lease shall be thirty-eight and eighty-nine hundredths percent (38.89 %) of the amount for which Sublessor is responsible under the Main Lease. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountaccount of the earliest stipulated Fixed Rent or Additional Charges; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublessor may accept any check or payment without prejudice to Sublessor's right to recover the balance due or to pursue any other remedy available to Sublessor. Without limiting the foregoing, the parties acknowledge that in addition to Fixed Rent Sublessee is responsible for an electricity charge, presently set at $0.75 per rentable square foot, which shall be paid in equal monthly installments, as set forth in the Main Lease. B. In addition to Fixed Rent, Sublessee agrees to pay to Sublessor thirty-eight and eighty-nine hundredths percent (38.89 %) of the amount of Sublessor's liability for the Tax Escalation Charge, appropriately prorated to reflect the term of this Sublease, pursuant to and as defined in Section 3.2

Rent. Sublessee (a) For the Lease and the appurtenant rights in this Agreement, TELUS shall pay to Sublessor the Landlord rent at the rate of $9,000.00 ("Fixed Nine Thousand Dollars) per annum (the “Rent"”) in the amounts listed on Exhibit C attached hereto. Howeverplus applicable sales tax, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such goods and services tax or harmonized tax provided that the Sublessee Landlord has properly obtained a registration number for GST/HST purposes and has communicated same to TELUS, which Rent and taxes shall only pay Fixed Rent for 15,000 rentable square feet during be paid in equal monthly installments of $750.00 (Seven Hundred Fifty Dollars) starting on or before the Commencement Date. (b) Where the Commencement Date is the first five (5) months day of a month, the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) subsequent monthly installments of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each and every month thereafter during the Term. If the Commencement Date is not the first day of a month then the first monthly installment of Rent will be prorated from the Commencement Date to the first day of the month immediately following the Commencement Date and thereafter monthly installments of Rent shall be paid on the first day of each and every month during the term of this Sublease. Fixed Rent, Sublessee's share Term except for the last monthly installment which shall be prorated to the end of the Operating ExpensesTerm. (c) Notwithstanding subsections 3(a) and 3(b), as defined in Section 4.2 from the Commencement Date to the earlier of: (i) the last day of the Main Leasemonth in which construction of the Site starts, and all other amounts ("Additional Charges"ii) payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions last day of the Main Lease month in which the third anniversary of the Commencement Date occurs (the “Reduced Rent End Date”), the Rent shall be fifty dollars ($50.00) per annum prorated accordingly, and such reduced Rent shall be paid promptly when dueon or before the Reduced Rent End Date. Starting on the day after the Reduced Rent End Date, without notice or demand therefor the monthly payments set out in subsection 3(a) shall commence. (unless Sublessor receives notice or demand therefor from d) The Rent and any other amount payable by TELUS to the Lessor Landlord under the Main Lease), and without deduction, abatement, counterclaim or setoff terms of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term this Agreement shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor tendered at the address set forth of the Landlord specified in Section 26 of this Sublease Agreement, or at such place other address as may be designated duly notified to TELUS in writing by Sublessorthe Landlord. Fixed If requested by TELUS, TELUS shall have the right to pay the Rent and Additional Charges shall be paid any other payments to Sublessor in lawful money the Landlord, by way of an Electronic Fund Transfer system (“EFT”) and for this purpose the United States at Landlord agrees to complete and deliver to TELUS all reasonable authorizations required by the address Landlord’s bank and TELUS to enable payments by way of Sublessor set forth in Section 26 EFT. In the event of any termination of this AgreementAgreement for whatsoever reason, the Landlord shall refund to TELUS on a prorated basis any Rent or to such other person and/or at such other address as Sublessor may from amount paid in advance for any period of time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor following the effective date of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accounttermination.

Rent. Sublessee 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 the 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 such charges and expenses shall be discharged without cost or liability to Sublessor rent Landlord. (C) Tenant shall comply with the Permitted Exceptions, and 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 foregoing covenant. Landlord agrees that Landlord shall exercise all of the rights exercisable by the fee owner of the Demised Land under the Permitted Exceptions, including (i) with respect to the ECR, the right to act as the "Fixed RentApproving Party" thereunder, and to appoint the representatives to the "Architectural Control Committee" thereunder, (ii) with regard to the ECR-City, the right to act as the "owner" of the Leased Premises thereunder, and (iii) with regard to the Development Agreement (City, Developer, and 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 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 Permitted 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 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 amounts listed on Exhibit C attached hereto. Howeverforegoing sentence, Sublessee if the terms of any Permitted Exception require that Landlord exercise its rights under such Permitted Exception in less than 30 days, the period of time in which Tenant must respond to Landlord's request shall phase into the Premises, effective May 1, 1998, on a stepped basis such be reduced provided that the Sublessee Alert Notice specifies such shorter period of time in which Tenant must respond. Landlord further agrees that, as between Landlord and Tenant, so long as Tenant is not in default under this Lease beyond the expiration of any applicable notice and grace period. Tenant and Landlord shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months each use their best efforts to jointly exercise all of the Termrights exercisable by "AMC," and all of the rights exercisable by the fee owner of the Demised Land, under the Development Agreement, the Escrow Agreement dated January 23, 1997, by and among Realty, Developer and First American Heritage Title Company, and pay Fixed Rent for 20,000 rentable square feet during months six the Inspection Agreement dated January 23, 1997 by and among Realty, Developer and R.M. Hessett & Company. Landlord shall also cooperate with Tenant (6without cost or liability to Landlord) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, securing necessary governmental permits and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountapprovals.

Rent. Sublessee 4.1. Tenant hereby agrees to pay Landlord a base annual rental (the "Base Rent") as shown and specified in Exhibit F. The Base Rent shall pay to Sublessor rent be due and payable in advance in twelve (12) equal installments (the "Fixed Monthly Rent") in the amounts listed check or by money order on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on or before the first day of each month during calendar month, and the term of this SubleaseMonthly Rent for the First Lease Year shall be Twenty-three Thousand One Hundred Eighty-three Dollars and Ninety-six Cents ($23,183.96) each. Fixed The Monthly Rent for each Lease Year subsequent to the First Lease Year shall be as shown in Exhibit F. In addition to the Base Rent, Sublessee's share of Tenant also agrees to pay the Operating Expenses, as defined in Section 4.2 of the Main LeaseTaxes, and any and all other amounts sums of money as shall become due and payable by Tenant as hereinafter set forth, all of which shall constitute additional rent under this Lease (the "Additional ChargesRent") payable by Sublessee to Sublessor under ). The Monthly Rent and the provisions of this Sublease or the provisions of the Main Lease Additional Rent are sometimes hereinafter collectively called "Rent" and shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States with demand, deduction, abatement, or offset at the address of Sublessor such place as is set forth in Section 26 Article 36 of this AgreementLease or as Landlord may designate from time to time. Landlord expressly reserves the right to apply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. 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 ten percent (10%) of the amount of such late payment. 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 person and/or or similar or like late payments. 4.3. If the Term commences on a date other than the first day of a calendar month or expires or terminates on a date other than the last day of a calendar month, the Rent for any such partial month shall be prorated to the actual number of days Tenant is in occupancy of the Leased Premises for such partial month. 4.4. All Rents and any other amount payable by Tenant to Landlord hereunder, if not paid when due, shall bear interest from the date due until paid at such other address as Sublessor may a rate equal to the prime commercial rate established from time to time designate by Capital Bank and Trust, Nashville, Tennessee, plus four percent (4%) per annum, but not in excess of the maximum legal rate permitted by law. Failure to charge or collect such interest in connection with any one (1) or more delinquent payments shall not constitute a waiver of Landlord's right to charge and collect such interest in connection with any other or similar or like delinquent payments. 4.5. If Tenant fails to make when due two (2) consecutive payments of Monthly Rent or makes two (2) consecutive payments of Monthly Rent which are returned to Landlord by Tenant's financial institution for insufficient funds, Landlord may require, by giving written notice to Sublessee. No payment by Sublessee or receipt by Sublessor Tenant, that all future payments of any lesser amount than the amount stipulated to be paid hereunder Rent shall be deemed made in cashier's check or by money order. The foregoing is in addition to any other than on accountremedy of Landlord hereunder, at law or in equity.

Rent. Sublessee shall Commencing on the Phase 1/2 Rent Commencement Date (in respect of the Phase 1 Premises and the Phase 2 Premises) and the Phase 3 Rent Commencement Date (in respect of the Phase 3 Premises), Subtenant agrees to pay the Basic Rent set forth in Section 1.10 to Sublessor rent ("Fixed Rent") the Payee specified in Section 1.11, via wire transfer, in immediately available funds, using the amounts listed instructions set forth on Exhibit C attached heretoF 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. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Basic Rent shall be paid in equal monthly installments in advance on the first day of each month during of the term Term. Basic Rent shall be pro-rated for partial months at the beginning and end of the Term. All charges, costs and sums required to be paid by Subtenant to 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. Fixed Rent, Sublessee's share of the Operating Expenses, as defined If any check tendered by Subtenant in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges 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 payable by wire transfer or certified check. If Subtenant fails to Sublessor pay any Basic Rent or any Additional Rent within five (5) calendar days of the time it is due and payable, then such unpaid amounts shall bear interest from the due date thereof to the date of payment at the address set forth in Section 26 rate of this Sublease Agreement, or at such place as may be designated by Sublessorthirteen percent (13%) per annum. Fixed Subtenant shall pay the first monthly installment of Basic Rent and Additional Charges (which shall be paid credited against the Basic Rent due and payable on the Phase 1/2 Rent Commencement Date) on or prior to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountPhase 1 Tender Date.

Rent. Sublessee shall A. Tenant agrees to pay to Sublessor Landlord the fixed rent of Ninety-eight Thousand, Four Hundred Dollars ("Fixed Rent"$98,400.00) per annum in the amounts listed on Exhibit C attached hereto. Howevermonthly installments of Eight Thousand, Sublessee shall phase into the PremisesTwo Hundred Dollars ($8,200.00), effective May 1each in advance, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease . B. Rental shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears by Tenant to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor Landlord at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, above (or to such other person and/or at such other party and address as Sublessor Landlord may from time to time designate by written notice to SublesseeTenant) without demand, counterclaim, offset or deduction. C. All payments made by Tenant on account of this Lease shall be subject to collection. No payment Tenant agrees to pay to Landlord as additional rent a service charge of One Hundred ($100.00) Dollars for any check of Tenant or other entity paying rent on behalf of Tenant which is dishonored. In addition, Tenant agrees that if any such check shall be dishonored, Landlord shall have the right to demand that all future Payments by Sublessee Tenant be made in the form of certified or receipt cashier's checks. D. In addition to the rental provided for in this Lease, all taxes (e.g., excise, sales or use) other than income taxes, which may be levied upon the rent provided for under this Lease shall be paid by Sublessor Tenant to Landlord and Landlord shall transmit such tax payments to the proper authorities. E. Tenant shall also pay its proportionate share of the costs and expenses incurred by Landlord in snow and ice removal. Said proportionate share for the Demised Premises is three and eight-tenths percent (3.8%). Payment for said proportionate share shall be due within ten (10) days of presentation of a Statement from Landlord. Payment(s) due from Tenant for its proportionate share of the costs and expenses incurred by Landlord in snow and ice removal shall be considered additional rent. F. Tenant shall pay Landlord, if required by Landlord, a Late Charge of five (5%) percent of any lesser amount installment of rent due hereunder which is made more than ten (10) days after the amount stipulated to be paid hereunder due date thereof in compensation for the added expense of handling delinquent payments. An additional Late Charge shall be deemed other than on accountassessed for each month a payment remains delinquent.

Rent. Sublessee shall 3.1 Subtenant covenants and agrees to pay to Sublessor Sublandlord, at its address first hereinabove written or at such other address as Sublandlord may by notice in writing to Subtenant from time to time direct, on the Commencement Date and thereafter, monthly, in advance, on the fifteenth day of each month during the Tenancy at Will or the Fixed Term, as the case may be, fixed rent (the "Fixed Rent") in a monthly amount equal to (i) $10,750.00 (the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet "Abated Rental Rate") during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight months from and after the Commencement Date, it being acknowledged that during such six (8) 6) month period Subtenant shall pay rent at the annual rate of $21.50 per square foot of rentable space with respect to a portion of the Sublease Term. SublesseeSubleased Premises consisting of 6,000 square feet of rentable space shown on Exhibit A, and that during such six (6) month period Subtenant shall pay Rent for receive a rent abatement with respect to the remainder of the Subleased Premises; and (ii) $17,434.71 (the "Full Rental Rate") during the remainder of the term, representing annual rent in the amount of $21.50 per square foot of rentable space with respect to the entire Premises (23,575 rentable square feet) beginning on January 1, 1999Subleased Premises. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month shall be paid by Subtenant at such rate on a pro rata basis, and if the Tenancy at Will or the Fixed Term commences on a day other than the fifteenth day of a calendar month, the first payment which Subtenant shall make shall be a payment equal to a proportionate part of such monthly Fixed Rent for the partial month from the Commencement Date to the fifteenth day of the Sublease Term succeeding calendar month, and the monthly Fixed Rent for such succeeding calendar month. 3.2 The parties agree that the Fixed Rent payable by Subtenant hereunder is intended to be gross rent inclusive of charges for daily cleaning and gas furnished to the Subleased Premises, which are not separately metered, and that Subtenant shall not be prorated responsible for payment of any portion of any Tax Amount Escalation Factor or any Operating Base Escalation Factor (as those terms are defined in the proportion that the number of days this Sublease is in effect during such month bears Master Lease) which may be payable by Sublandlord to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing Landlord pursuant to the Master Lease (as incorporated into this Sublease)or any other charges under the Master Lease not specifically identified herein. Notwithstanding the foregoing, Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Subtenant shall be responsible for any Additional Charges due under its pro rata share (based on a ratio in which the Main Lease which is not attributable to Sublessee's use or occupancy rentable square foot area of the Subleased Premises is the numerator and the rentable square foot area of the Demised Premises is the denominator) of charges for electricity for lighting and equipment utilized at the Demised Premises, no currently estimated to be 85 CENTS per square foot of rentable space per year. Subtenant's share of such electricity charges shall constitute additional rent ("Additional Charges Rent") hereunder, and shall be due and payable by SublesseeSubtenant in each month on the same date that Fixed Rent is due and payable. Sublandlord shall provide Subtenant with monthly statements containing a calculation of Subtenant's pro rata share of such electricity charges during each month in which Subtenant occupies the subleased Premises. Subtenant also agrees that it shall be responsible for all costs and expenses ("Overtime HVAC Expenses") associated with the provision of HVAC services that Subtenant requests to be provided to the Subleased Premises at times other than Normal Building Operating Hours, includingwhich term is defined in the Master Lease to include the hours of 8:00 A.M. to 6:00 P.M. Monday through Friday. Subtenant shall pay all such Overtime HVAC Expenses as Additional Rent promptly upon receipt of Sublandlord's invoice therefor. 3.3 All other costs and expenses which Subtenant is required to pay under this Sublease, including without limitationlimitation costs for additional services or additional utilities supplied to the Subleased Premises by Sublandlord or Landlord, Additional Charges incurred as a result if any, together with all penalties that may accrue thereon in the event of Sublessorthe Subtenant's failure to provide Lessor pay such amounts, and all damages, costs and expenses which Sublandlord may incur by reason of any failure by Subtenant to comply with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 terms of this Sublease AgreementSublease, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than to be Additional Rent when due and payable. Sublandlord shall have all rights and remedies with respect to such failure as Sublandlord has for the non-payment of Fixed Rent. 3.4 Subtenant shall pay to Sublandlord a late charge of one percent (1.0%) per month on accountall amounts due to Sublandlord under this Sublease which are not paid within five (5) days from the date that the same shall become due and payable.

Rent. Sublessee shall (a) If Tenant extends the Term in accordance with Paragraph 4, beginning on the Rent Commencement Date (as defined in Paragraph 5(c) below), Tenant covenants to pay to Sublessor Landlord, as rent for the Premises during each Extended Term of this Lease, the amounts set forth on Exhibit 5 attached hereto ("Fixed herein called the “Basic Rent"”) in the amounts listed on Exhibit C attached hereto. Howevermonthly installments, Sublessee shall phase into the Premisesin advance, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first business day of each calendar month during (herein called the term “Basic Rent Payment Dates”) by wire or other electronic transfer of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears immediately available funds to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor Landlord at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, above or to such other person and/or at or such other address place or account as Sublessor may Landlord from time to time may designate by written notice to SublesseeTenant in writing. (b) Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called “Additional Rent”). No payment by Sublessee or receipt by Sublessor In the event of any lesser failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the case of nonpayment of Basic Rent. Tenant further covenants to pay to Landlord on demand interest on all Basic Rent and Additional Rent due to Landlord beginning five (5) days after the date due until such amount than is paid in full at the amount stipulated per annum rate of interest (the “Default Rate”) equal to be paid hereunder the annual “prime rate” identified in the “Money Rates” column in the Wall Street Journal (the “Prime Rate”) plus four percent (4%), but in no event shall the Default Rate exceed the maximum rate permitted by law. If the Wall Street Journal is no longer published or the Wall Street Journal discontinues publication of the “prime rate,” then Landlord shall designate a reasonably comparable source to identify the Prime Rate. (c) The first (1st) monthly installment of Basic Rent shall be deemed other than due and payable on accountor before the first business day of the thirty-seventy (37th) calendar month following the commencement of the Primary Term (“Rent Commencement Date”).

Rent. Sublessee Tenant shall pay to Sublessor Landlord, as rent for the Initial Term and the Renewal Term(s), if any, without offset, demand, setoff or counterclaim, at the address from time to time provided by Landlord, the Annual Rent for the applicable Lease Year in Monthly Installments plus sales tax as follows: ("Fixed Rent"a) The first Monthly Installment (or a pro-rated portion thereof if the Commencement Date is not the first day of the month) plus applicable sales tax shall be paid to Landlord simultaneously with Tenant's execution of this Lease. Thereafter, each Monthly Installment plus applicable sales tax shall be paid in advance on or before the first day of each month. Tenant may or may not be invoiced for rent and the failure to receive an invoice shall not excuse timely rent payment. (b) If Tenant defaults in the amounts listed payment of any installment of rent hereunder, such installment shall bear interest at the rate of eighteen percent (18%) per annum from ten (10) days after the day it is due until actually paid. In like manner, all other obligations, benefits, and monies which may become due to Landlord from Tenant under the terms hereof, or which are paid by Landlord because of Tenant's default hereunder, shall bear interest at the rate of eighteen percent (18%) per annum, from ten (10) days after the due date until paid, or, in the case of sums paid by Landlord, because of Tenant's default hereunder, from the date such payments are made by Landlord until the date Landlord is reimbursed by Tenant therefor. In addition, Tenant shall pay Landlord a ten percent (10%) late charge on Exhibit C all rent payments not made and received in advance of the fifth (5th) day of each month. Should Tenant remit a partial payment for any rent or other charges due hereunder, Landlord may apply said partial payment to any rent or other charges owed by Tenant to Landlord as Landlord deems necessary or appropriate in its sole discretion. (c) Tenant shall pay any increases in the applicable sales tax during this Lease period or any renewal thereof. (d) The acceptance of partial payments of rent shall not, under any circumstances, constitute a waiver by Landlord of the right to collect the balance of rent due nor affect any notice or legal proceedings which may have been commenced pursuant to this Lease or Florida Statutes. (e) Tenant agrees to pay a service charge of $25.00 or five percent (5%) of the amount of the check, whichever is greater, for all dishonored or returned checks. In the event Landlord _______ Page 2 Tenant _________ Tenant tenders a check which is returned or dishonored, all future rental payments shall be made in the form of a cashier's check or money order. All rents lost in the mail shall be treated as if unpaid until received by Landlord. (f) All costs, expenses and obligations, together with all taxes, interest and penalties thereon, required to be paid by Tenant under this Lease, and all expenses Landlord incurs because of Tenant's default under any of the terms or conditions of this Lease, including but not limited to, (i) attorney's fees and costs through appellate proceedings; (ii) all charges for labor, services and materials used in connection with any improvements or repairs to the Premises undertaken by Tenant; and/or (iii) taxes and assessments now or hereafter taxed, assessed, imposed or levied by law upon all fixtures and personal property of Tenant placed on, attached hereto. However, Sublessee shall phase into to or used in connection with the Premises, effective May 1, 1998, on a stepped basis shall be deemed Additional Rent and Landlord shall have all rights and remedies with respect to such that the Sublessee shall only pay Fixed Additional Rent as are provided herein for 15,000 rentable square feet during the first five (5) months nonpayment of the Termbase rental. Any Additional Rent that relates to any delayed performance, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublesseenonperformance, or any default by Tenant, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance deemed payable on the first day of each the month during the term of next following such occurrence or nonoccurrence, unless otherwise stated in this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. Sublessee shall be revised as follows. Section 1. For the one (1) year period commencing December 1, 2009 and ending November 30, 2010, the Lessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Lessor as Annual Rent for the entire Leased Premises the sum of FOUR HUNDRED THIRTY-FIVE THOUSAND TWO HUNDRED AND 04/100 DOLLARS (23,575 rentable square feet$435,200.04) beginning on January 1, 1999. Fixed Rent which shall be paid in equal monthly in advance installments of THIRTY-SIX THOUSAND TWO HUNDRED SIXTY-SIX AND 67/100 DOLLARS ($36,266.67), due and payable on the first day of each month during the term of this Sublease. Fixed Rentmonth, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when dueadvance, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoeverdemand. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall Checks should be made payable to Sublessor at the address set forth in Section 26 of this Sublease AgreementEWE Warehouse Investments V, or at such place as may be designated by SublessorLtd. and sent c/o Easton & Associates, 00000 X.X. 00xx Xxxxxx, Xxxxx, Xxxxxxx 00000. Fixed Rent and Additional Charges Said rent shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this AgreementLessor, or to such the duly authorized agent of the Lessor, at its office during business hours. If the commencement date of this Lease is other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated first day of the month, any rental adjustment or additional rents hereinafter provided for shall be prorated accordingly. The Lessee will pay the rent as herein provided, without deduction whatsoever, and without any obligation of the Lessor to make demand for it. Any installment of rent accruing hereunder and any other sum payable hereunder, if not paid when due, shall bear interest at the rate of eighteen percent (18%) per annum until paid. Section 2. The Lessee shall reimburse the Lessor for the costs of water, gas, and electricity (including electricity costs for exterior lighting) and all other utilities and heating and air conditioning maintenance in the event that such services are furnished by Lessor and not separately metered to the Lessee. Said reimbursement shall be additional rent due on the first day of the calendar month next following rendition of a xxxx therefor. If any services are separately metered, the cost shall be paid hereunder directly by the Lessee to the utility service. The heating and other utilities, except water, not separately metered will be prorated on the basis of the square footage serviced by a given meter and/or tank and paid to Lessor as billed. The total costs of water shall be deemed other than paid by the Lessees currently in occupancy and the costs thereof shall be prorated on accountthe basis of square footage occupied by each Lessee. LESSEE SHALL PAY FOR ELECTRICITY DIRECTLY TO THE UTILITY SERVICE; WATER AND GAS SHALL BE PRORATED AS DESCRIBED ABOVE. A 10% handling fee for these billable services will be charged by the Lessor.

Rent. Sublessee (a) Tenant shall pay to Sublessor rent Owner an annual lease fee of EIGHTEEN THOUSAND and 00/100 DOLLARS ("Fixed $18,000.00) (“Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five monthly payments of ONE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS (5$1,500.00) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during month. If the term of this Sublease. Fixed Rent, Sublessee's share obligations to pay Rent commences or ends on a day other than the first day of the Operating Expensesmonth, as defined in Section 4.2 of then the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion for that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) The Rent shall increase on each anniversary of the Main Lease Commencement Date by an amount equal to Two Percent (which audit Sublessor agrees 2.0%) over the Rent in existence for the immediately preceding year. The first Rent payment shall be delivered within twenty (20) business days of the Commencement Date. (b) In addition to have performedRent, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Tenant shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible Owner a fee (each, a “Sublease Fee”) for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy each third-party user (a “Subtenant”) of the Premises, no such Additional Charges except as provided for below. The Sublease Fee shall be payable THREE HUNDRED FIFTY and NO/DOLLARS ($350.00) per month per Subtenant, payment with Rent. The Sublease Fee for each Subtenant shall commence with the next Rent payment following receipt of the first rent payment by Sublesseethe Subtenant to Tenant pursuant to the agreement (the “Sublease”) between said parties. The Sublease Fee for a Subtenant shall terminate upon the termination or cancellation of the Sublease. Owner acknowledges and agrees that the Rent under Section 4(a), includingabove, without limitationincludes payment for the first Subtenant and therefore, Additional Charges incurred no Sublease Fee shall be due for the earliest existing Subtenant to use the Premises, as determined by the full execution date of the Subleases. Should the Sublease for such Subtenant expire or be terminated or cancelled, then no Sublease Fee shall be due for the next earliest existing Subtenant, and so forth, and Tenant may cease to pay the Sublease Fee for such Subtenant upon the expiration, cancellation or termination of the prior Subtenant’s Sublease. (c) Owner shall also be entitled to a result one-time payment of Sublessor's failure to provide Lessor with timely TEN THOUSAND and NO/DOLLARS ($10,000.00) upon the Commencement Date, which Tenant shall pay with, or before, the first payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. Sublessee Lessee shall pay to Sublessor Lessor rent for the Premises Fifty Four Thousand One Hundred Ninety-Six Dollars ("Fixed Rent"$54,196.00) per month in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months lawful money of the TermUnited States of America, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) subject to adjustment as provided in Section A of the Sublease Termthis Paragraph. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid in advance on the first (1st) day of each calendar month without deduction or offset, prior notice, or demand, at such place as may be designated from time to time by Lessor as follows: $54,196.00, which sum represents the amount of the first month's rent. A deposit of $51,843.00 as a Security Deposit shall be made by Lessee and held by Lessor pursuant to Paragraph 5 of this Lease, and shall be paid upon execution of the Lease. Rent for any period during the term hereof which is for less than one (1) full month shall be a pro-rata portion of the monthly rent payment. Lessee acknowledges that late payment by Lessee to Lessor of rent or any other payment due Lessor will cause Lessor to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Lessor by the terms of any encumbrance and note secured by any encumbrance covering the Premises. Therefore, if any installment of rent or other payment due from Lessee is not received by Lessor within ten (10) days following the date it is due and payable, Lessee shall pay to Lessor an additional sum of ten percent (10%) of the overdue amount as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Lessor will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount, nor prevent Lessor from exercising any of the other rights and remedies available to Lessor. If, for any reason whatsoever, Lessor cannot deliver possession of the Premises on the commencement date set forth in Paragraph 2 above, this Lease shall not be void or voidable, nor shall Lessor be liable to Lessee for any loss or damage resulting therefrom; but in such event, Lessee shall not be obligated to pay rent until possession of the Premises is tendered to Lessee and the commencement and termination dates of this Lease shall be revised to conform to the date of Lessor's delivery of possession. In the event that Lessor shall permit Lessee to occupy the Premises prior to the commencement date of the term, such occupancy shall be subject to all of the provisions of this Lease, including the obligation to pay rent at the same monthly rate as that prescribed for the first month of the Lease term. A. Cost-of-Living Increase. The Base Rent provided for in Section 3 of this Lease shall be subject to adjustment at the commencement of the second year of the term and each and every year thereafter ("the adjustment dates") as follows: The base for computing the adjustment is the Consumer Price Index for All Urban Consumers (base year 1984=100) for San Francisco-Oakland, California published by the United States Department of Labor, Bureau of Labor Statistics ("Index") which is last published prior to the commencement of the term ("Beginning Index"). If the Index which is last published prior to an adjustment date ("Extension Index") has increased over the Beginning Index, the Base Rent for the period following the adjustment date and until the next adjustment date, if any, shall be the Base Rent set forth in Paragraph 3 multiplied by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. In no case shall the Base Rent be less that the Base Rent set forth in Paragraph 3 or that resulting from a previous adjustment hereunder. The Base Rent as adjusted shall continue to be paid in advance on the first day of each and every month of the Lease term. If the Index is changed during the term of this Subleasethe lease so that the base year for the Index differs from that used in the Beginning Index, the Index shall be converted in accordance with the conversion factor published by the United States Department of labor, Bureau of Labor Statistics. Fixed RentIf the Index is discontinued or revised during the term, Sublesseesuch other government index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. In no event shall said Cost-of-Living Increase be less than three percent (3%) per year nor shall it be more than eight percent (8%) per year. B. All taxes, insurance premiums, Reimbursable Expenses and Utilities, late charges, costs and expenses which Lessee is required to pay hereunder, together with all interest and penalties that may accrue thereon in the event of Lessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Leasefailure to pay such amounts, and all other amounts ("Additional Charges") payable reasonable damages, costs, and attorney's fees and expenses which Lessor may incur by Sublessee reason of any default of Lessee or failure on Lessee's part to Sublessor under comply with the provisions terms of this Sublease or the provisions of the Main Lease shall be paid promptly when dueLease, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountto be additional rent (hereinafter, "Additional Rent"), and, in the event of non-payment by Lessee, Lessor shall have all of the rights and remedies with respect thereto as Lessor has for the non-payment of monthly installment of rent.

Rent. The Sublessee shall covenants and agrees to pay to the Sublessor, or as the Sublessor rent ("Fixed Rent") may in writing direct, in lawful money of Canada, without any claim, setoff, compensation or deduction whatsoever, the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months aggregate of the Term, and pay Fixed following sums: (a) Prepaid Rent for 20,000 rentable square feet during months six of  dollars (6$) through eight (8) being rent in respect of each year or part of a year of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly Term as set out in Schedule C and payable in advance on the date of this Sublease; (b) Monthly Rent of  dollars ($) per month payable on the first day of each month of the Term subject to an annual adjustment, to be made on each Adjustment Date commencing after the first (1st) anniversary of the date of this Sublease and payable by automatic debit if so required. On each such Adjustment Date Monthly Rent shall be increased or decreased, as the case may be, from Monthly Rent payable immediately before such adjustment, by an amount equal to the CPI Adjustment. Notwithstanding the foregoing provided that the Sublessee is not in default under this Sublease, the Sublessee shall have the right to prepay the Monthly Rent at any time during the term Term upon providing written notice to the Sublessor together with a sum that is equal to the then current Monthly Rent multiplied by 225; and (c) Additional Rent, which shall be payable as and when required pursuant to the terms and conditions of this Sublease. Fixed Rent, Sublessee's share The Sublessor has been advised by its legal counsel that the sublease of the Operating ExpensesLeased Premises is not subject to Harmonized Sales Tax (“HST”) or the proposed Goods and Services Tax (“GST”) (herein “GST/HST”). If it is determined that the 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 the to the Sublessor such GST/HST amounts, when due, as defined in Section 4.2 Additional Rent. Any purported set off, withholding or deduction of Rent by the Main LeaseSublessee shall be deemed to be a breach of this Sublease, and all other amounts ("Additional Charges") payable by Sublessee entitle the Sublessor, at its option, to Sublessor under the provisions of exercise any right or remedy available to it pursuant to this Sublease or at law. The Sublessee will have no right to a refund of, and the provisions Sublessor will not be liable to the Sublessee for refunding, any Rent in the event of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff termination of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. Sublessee Throughout the term of this Lease, Tenant shall pay to Sublessor rent ("Fixed Rent") in Landlord the amounts listed on Exhibit C attached heretofollowing base rent: Click here to enter text. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease TermClick here to enter text. Sublessee, Click here to enter text. Tenant shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1base rent to Landlord without notice or demand, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share (time being of the Operating Expensesessence) in equal monthly installments, as defined in Section 4.2 advance, without any defense, deduction or setoff whatsoever. Payments shall be delivered to: Crostone Portland LLC, c/o Redstone, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Property Management. Upon agreement of the Main Leaseparties, Tenant may pay rent by electronic funds transfer or ACH, and in such event the parties shall provide one another with such information and shall complete such forms as may be necessary to facilitate payment in such fashion. Landlord may assess a late fee equal to the greater of $25 or 10% of the amount due for each payment not received by Landlord by the 7th day of any month. Tenant will be in immediate default if Landlord has not received rent on or before the 10th day of any month, and any rent not received by such date shall bear interest from the due date to the date of payment at the rate of twelve percent (12%) per annum. Tenant shall pay Landlord a $35 fee for every check returned for insufficient funds or otherwise dishonored, and Landlord shall thereafter have the right to demand payment by cashier's check, certified check or money order. Xxxxxx agrees to pay all sums of money or charges of whatsoever nature required to be paid under other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears by Tenant to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (Landlord as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublesseeadditional rent. No payment by Sublessee Tenant or receipt by Sublessor Landlord of any a lesser amount than the amount stipulated to be paid hereunder any rents required by this Lease shall be deemed to be other than an account of the earliest stipulated rents or sums, nor shall any endorsement or statement on accountany check or any letter accompanying any check or payment as rent or any sums be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease.

Rent. Sublessee Landlord may collect Rent directly from the assignees, subtenants, or other transferees; but no Transfer shall pay to Sublessor rent ("Fixed Rent") in be a deemed a waiver of Landlord’s rights under this Article or the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months acceptance of the Termproposed assignee, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) subtenant occupant or transferee, or a release of Tenant from the further performance of the Sublease Termcovenants obligating Tenant under this Lease. SublesseeNotwithstanding any Transfer, Tenant shall pay Rent for remain fully and primarily liable under this Lease and shall not be released from performing any of the entire Premises terms, covenants and conditions of this Lease. In the event of any assignment or sublease (23,575 rentable square feetother than the OCOM Sublease), Landlord shall receive as additional rent hereunder fifty percent (50%) beginning of Tenant’s Excess Consideration (as defined below) derived from such assignment or sublease. If Tenant shall elect to assign or sublet, Tenant shall use reasonable and good faith efforts to secure consideration from any such assignee or subtenant which would be generally equivalent to then-current market rent, but in no event shall Tenant’s monetary obligations to Landlord, as set forth in this Lease, be reduced. (a) In the event of a sublease other than the OCOM Sublease, “Excess Consideration” shall mean all rent, additional rent or other consideration actually received by Tenant from such subtenant and/or actually paid by such subtenant on January 1behalf of Tenant in connection with the subletting in excess of the rent, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month additional rent and other sums payable by Tenant under this Lease during the term of this Sublease. Fixed Rent, Sublessee's share the sublease on a per square foot basis if less than all of the Operating ExpensesPremises is subleased, as defined in Section 4.2 of less marketing costs, attorneys’ fees and brokerage commissions, if any, reasonably incurred by Tenant to procure the Main Leasesublease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff cost of any amount alterations made by Tenant specifically for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount benefit of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountsubtenant.

Rent. Sublessee (a) Beginning on the Commencement Date, Tenant shall pay to Sublessor rent ("Fixed Rent") Landlord in lawful money of the United States minimum annual rental in the amounts listed on set forth in Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay “B” (“Annual Fixed Rent for 15,000 rentable square feet during the first five (5Rent”) months in equal monthly installments of one-twelfth of the Termamount thereof, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly payable in advance on the first day of each and every calendar month during the term Lease Term. The first such monthly installment shall be due and payable on the Commencement Date. If the Commencement Date occurs on a day other than the first day of this Sublease. Fixed Renta calendar month or if the Lease Term ends on a day other than the last day of a calendar month, Sublessee's share the Rent due for the partial calendar months occurring at the commencement and expiration of the Operating Expenses, Lease Term shall be prorated on a per diem basis. (b) Except as defined otherwise set forth in Section 4.2 of the Main this Lease, all costs, expenses and all other amounts ("Additional Charges") payable by Sublessee obligations with respect to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Premises shall be paid promptly when dueby Tenant, so that, except as otherwise set forth in this Lease, the Annual Fixed Rent payable by Tenant to Landlord hereunder shall be “net” to Landlord. (c) All sums other than Annual Fixed Rent payable by Tenant under this Lease are referred to hereinafter as “Additional Rent” and Landlord shall have the same rights and remedies for non-payment thereof as Landlord has for non-payment of Annual Fixed Rent. Annual Fixed Rent and Additional Rent are sometimes referred to hereinafter collectively as “Rent”. (d) Except as otherwise set forth in this Lease, all monetary obligations shall be paid without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deductionset-off, counterclaim, recoupment, abatement, counterclaim suspension, deferment, diminution, deduction, reduction or setoff defense. (e) In order to compensate Landlord for the additional expense Landlord may incur in the event Tenant is delinquent in the payment of Rent, Tenant agrees to pay a late charge of Fifty Dollars ($50.00) per day and interest to Landlord at the Overdue Interest Rate (as hereinafter defined) on account of any amount for payment of Rent that is not paid within five (5) days after the same is due, from the date that any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease such payment is in effect during such month bears due to the actual number date of days in such monthpayment. IfAs used herein, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(gthe term "Overdue Interest Rate" shall mean two percent (2%) of per annum over the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may interest rate quoted from time to time designate by Wachovia Bank, N.A. (or such other national bank with offices in New Jersey as may be selected by Landlord), as its "prime" rate of interest. Notwithstanding the foregoing, the interest and late fee referred to in this Section 2(e) shall not be payable with respect to the first occurrence during any twelve (12) month period during the Lease Term that Tenant fails to make a payment of Rent when due, until five (5) days after Landlord delivers written notice of such delinquency to SublesseeTenant. No If Tenant’s payment by Sublessee or receipt by Sublessor of any lesser amount than Rent is still delinquent on the amount stipulated to be paid hereunder sixth (6th) day after Landlord delivers such written notice, then Landlord shall be deemed other than on accountentitled to the forgoing late charge and interest as of the first day that Tenant’s payment of Rent was delinquent. Landlord shall only be required to deliver Tenant notice of such delinquency once during any twelve (12) month period during the Lease Term.

Rent. Sublessee (a) Tenant shall pay to Sublessor Landlord, as base rent ("Fixed the “Monthly Base Rent"”) in for the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into Premises for the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five initial twelve (512) months of the TermTerm of this Lease, and pay Fixed Rent for 20,000 rentable square feet during months six a monthly amount equal to Forty Five Thousand Nine Hundred Seventy Dollars (6) through eight (8) of the Sublease Term. Sublessee$45,970), shall pay Rent for subject to any credit provided in this Lease if Tenant does not expend the entire Tenant Improvement Allowance (as defined and provided in Exhibit C) and/or any abatement of Base Rent provided herein if Landlord does not deliver the Premises (23,575 rentable square feetby the Outside Date. Subject to Paragraph 2(b) beginning on January 1below, 1999. Fixed the Monthly Base Rent shall be paid monthly payable in advance on the first day of each calendar month during the term Term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and provided such Monthly Base Rent will be subject to increase as provided in Paragraph 2(d), below. The Monthly Base Rent shall be in addition to all other amounts ("Additional Charges") payable by Sublessee required to Sublessor under be paid to Landlord pursuant to the provisions of this Sublease or Lease. (b) If the provisions Term of this Lease commences on a date other than the first day of a calendar month, rent for the period from the date of commencement of the Main Lease Term hereof through the last day of the calendar month in which such Term commences shall be paid promptly when dueprorated on the basis of a thirty-day month. In the event the Term of this Lease ends on a day other than the last day of the calendar month, without notice or demand therefor (unless Sublessor receives notice or demand therefor rent for the period from the Lessor under first day of the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial last calendar month of such Term to the Sublease end of such Term shall be prorated on the basis of a thirty-day month. One (1) full month of Monthly Base Rent will be payable in advance upon execution of this Lease, and shall be applied as a credit against the first installment(s) of Monthly Base Rent due hereunder. If the Commencement Date does not occur by the Deadline Date and the cause of the delay in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) occurrence of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which Commencement Date is not attributable to Sublessee's use or occupancy Tenant’s interference with Landlord’s completion of the PremisesInitial Improvements (it being understood that Tenant shall not be entitled to an abatement of Monthly Base Rent for each day of any such delay attributable to Tenant’s interference), no such Additional Charges then the Monthly Base Rent provided and reserved in section (a) above shall be payable by Sublessee, includingabated one (1) day for each day of delay in delivery of the Premises to Tenant beyond the Deadline Date. (c) The installments of rent specified herein shall be paid, without limitationdeduction or offset, Additional Charges incurred and without prior notice or demand, except as a result of Sublessor's failure otherwise specifically provided herein, to provide Lessor with timely payment of Rent. All Rent paymentsLandlord at 0000 Xxxx Xxxxxx, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease AgreementXxxxx 000, Xxxxx, Xxxxxxxxxx 00000, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor Landlord may from time to time designate specify by written notice to SublesseeTenant. No payment All amounts of money payable by Sublessee Tenant to Landlord hereunder, if not paid within a ten (10) day grace period commencing when due, shall bear interest from the due date until paid at the rate of 7% per annum or receipt the highest amount allowed by Sublessor applicable law, whichever is less. (d) On the first anniversary date of any lesser amount the Commencement Date, (or, in the event said first anniversary date occurs on a date other than the amount stipulated to be paid hereunder first day of a calendar month, on the first day of the thirteenth (13th) full calendar month of the Term of this Lease,) and on each succeeding anniversary date thereof, the Monthly Base Rent for the next succeeding twelve-month period of the Term of this Lease shall be deemed other than on accountincreased by three percent so that the Monthly Base Rent for the following twelve (12) month period will be one hundred three percent (103%) of the Monthly Base Rent in effect in the month immediately preceding the month in which the adjustment occurs as follows: Months 1-12* $ 45,970.00 * Months 13-24 $ 47,349.10 Months 25-36 $ 48,769.57 Months 37-48 $ 50,232.66 Months 49-60 $ 51,739.64 * (plus the prorated portion for any partial month due at the commencement of the Term).

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent"a) in Commencing on the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, Commencement Date and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first (1st ) day of each month during thereafter and continuing until the term Initial Expiration Date, Subtenant shall pay to Sublandlord, for the use of Premises, annual “Base Rent” at a rate of Two Dollars and Sixty Cents ($2.60) per square foot of Rentable Area, for a total monthly amount of Eighteen Thousand Two Hundred Ninety Eight Dollars and Eighty Cents ($18,298.80) . (b) Subtenant shall pay as “Additional Rent” any late fees and charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. Fixed The Parties hereby acknowledge and agree that notwithstanding anything herein to the contrary, in no event shall the Additional Rent payable by Subtenant hereunder be deemed to include Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as contemplated under Section 6.2 of the Lease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, such language shall be disregarded and deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, Additional Rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Subtenant hereunder (collectively, “Rent”), shall be paid promptly by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Sublandlord at the following address: Accesia, Inc. c/o The Xxxxxxxx Organization, 0000 Xxxxxxxxx Xxxxxx XX, Xxxxxx, Xxxx 00000, or to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the Sublease Term shall be due and payable in advance, on or before the first (1st) day of each month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, without Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice or demand therefor of such late payment for the first late payment in any twelve (unless Sublessor receives notice or demand therefor 12) month period and after Subtenant has not cured such late payment within three (3) days from receipt of such notice. No other notices will be required during the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount following twelve (12) months for any reason whatsoevera late charge to be incurred. Rent for any partial month of during the Sublease Term shall be prorated in by dividing the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. If, based upon Lessor's statement Concurrently with the execution of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Subtenant shall pay to Sublessee Sublandlord Base Rent for the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 first month of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSublease.

Rent. Sublessee shall A. Subtenant covenants and agree to pay to Sublessor Sublandlord, in lawful money of the United States, fixed rent ("Fixed Rent") equal to thirty-five (35%) percent of all Fixed Rent, Escalation Rent and Electricity Charges payable by Sublandlord for the period corresponding to the term of this Sublease pursuant to and as defined in the amounts listed on Exhibit C attached heretoPrime Lease. HoweverCurrently, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Sublandlord pays $83,352 per month and accordingly Fixed Rent herein shall initially be at the rate of $29,173.20 per month. In addition, if and to the extent Subtenant shall request overtime or additional services as provided for 15,000 rentable square feet during in paragraphs 2(h) and 2(i) of the Prime Lease, then Subtenant shall be solely responsible for the additional costs incurred. Subtenant shall pay the first five (5) months monthly installment of Fixed Rent payable under this Sublease on execution of this Sublease. Sublandlord shall accompany its invoices for Fixed Rent and other charges with a copy of the Termapplicable invoice from Overlandlord or Prime Landlord, and pay Fixed Rent for 20,000 rentable square feet during months six as the case may be. (6a) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid due and payable in equal monthly installments in advance on advance, three (3) Business Days prior to the first day of each month during the term of this SubleaseTerm. Fixed Rent, Sublessee's share of If the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Commencement Date shall be paid promptly when dueother than the first day of a month, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff monthly installments of any amount Fixed Rent payable hereunder for any reason whatsoever. Rent for any partial such month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to on a per diem basis based on the actual number of days in such month. If, based upon Lessor's statement . (b) All of actual expenses or an audit performed the amounts payable by Subtenant pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Fixed Rent. All Rent payments, Operating Expenses additional rent, and Additional Charges all other costs, charges, sums and deposits payable by Subtenant hereunder (collectively, "Rent"), shall constitute rent under this Sublease and shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, Sublandlord or its designee at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may Sublandlord shall from time to time designate by written notice to Sublessee. No payment by Sublessee direct in writing. (c) Subtenant shall promptly pay the Rental as and when the same shall become due and payable without setoff, offset or receipt by Sublessor deduction of any lesser amount than kind whatsoever and, in the amount stipulated event of Subtenant's failure to pay same when due, Sublandlord shall have all of the rights and remedies provided for in the Prime Lease or at law or in equity in the case of nonpayment of rent. Subtenant's obligation to pay Rental shall survive the expiration or sooner termination of this Sublease. (d) If any Rental shall not be paid within ten (10) days after the same is due hereunder such unpaid Rental shall be deemed other than bear interest from the date on accountwhich such Rental was originally due until the date when paid at a rate which is three (3%) per cent in excess of the prime or base reference lending rate from time to time quoted by Citibank N.A. (or any successor thereto).

Rent. Sublessee Tenant shall begin paying rent on the Rental Commencement Date and shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Monthly Installments of Annual Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during for the term Term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, Lease; and (except as defined in specifically set forth herein including Section 4.2 of the Main Lease, and all other amounts ("Additional Charges"60) payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatementset-off, counterclaim recoupment, counterclaim, or setoff demand, at Landlord's Address or at such other place as shall be designated in writing by Landlord. If the rental payments shall commence or end on a day other than the first day of any amount for any reason whatsoever. a month, the Monthly Installments of Annual Rent for any such partial month of the Sublease Term shall be prorated in on a per diem basis. Upon the proportion that execution of this Lease, Tenant shall pay one (1) Monthly Installment of Annual Rent and, if the number Original Term does not commence on the first day of days this Sublease is in effect during such month bears to a month, Tenant shall also pay a prorated Monthly Installment of Annual Rent for the actual number period from the first day of days in the Original Term until the last day of such month. IfDuring the first three (3) years of this Lease from the Rent Commencement date, based upon Lessor's statement the Annual Rent for the Original Space shall be the sum of $6.82 per square foot per annum, multiplied by the actual expenses or an audit performed pursuant to Paragraph 4.2(gsquare footage of the leased Premises, payable in equal monthly installments. Commencing July 1, 1998, the Annual Rent for the Original Space shall be increased by ten and nine-tenths percent (10.9%), being $7.561 per square foot, per annum. Commencing July 1, 1999 and every year thereafter, during the Original Term and any Extension Term(s) of this Lease, the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid Annual Rent for the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Original Space shall be responsible increased by three and one-half percent (3.5%) per annum. Accordingly, the Annual Rent for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges Original Space shall be payable by Sublessee, including, without limitation, Additional Charges incurred increased as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountfollows:

Rent. 3.1 Sublessee shall pay to Sublessor as net monthly rent ("Fixed Rent") in for the Premises the amounts listed on Exhibit C attached hereto. Howeverset forth below, Sublessee shall phase into the Premisesin advance, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month of the term hereof: Months of Term Monthly Rent Until February 28,1997 $0/month March 1,1997 - Dec. 31,1998 $93,725.00/month Jan 1,1999 - Dec. 31, 2000 $101,875.00/month Sublessee shall pay Sublessor upon the execution hereof the sum of Ninety-three Thousand Seven Hundred and Twenty Five Dollars ($93,725.00) as rent in advance for the first month due. Rent for any period during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease hereof which is for less than one month shall be paid promptly when dueprorated. Rent shall be payable in advance on the 1st day of each month during the term, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without any deduction, abatementoffset, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears abatement (except to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested extent expressly permitted by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States of America to Sublessor at the address of Sublessor set forth in Section 26 of this Agreement, stated herein or to such other person and/or persons or at such other address places as Sublessor may from time designate in writing. 3.2 Notwithstanding anything to time designate the contrary in this Sublease, Sublessee shall not be required to pay any Impositions, maintenance charges or any other charges, costs or expenses that may be required to be paid by written notice Sublessee under the terms of this Sublease (except utilities for the Premises) until rent commencement or March 1,1997, whichever occurs first. Sublessee recognizes its obligations to pay Sublessee. No 's liability insurance premiums as required after the Commencement Date. 3.3 Sublessee hereby acknowledges that late payment by Sublessee to Sublessor of rent and other sums due hereunder will cause Sublessor to incur costs not contemplated by this Sublease, the exact amount of which will be difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Sublessor by the terms of the Lease. Accordingly, if any installment of rent or receipt other sums due from Sublessee is not received by Sublessor within five (5) business days after its due date, Sublessee shall pay to Sublessor a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Sublessor will incur by reason of late payment by Sublessee based upon the circumstances existing as of the date of this Sublease. Acceptance of such late charge by Sublessor shall in no event constitute a waiver of Sublessee's default with respect to such overdue amount, nor prevent Sublessor from exercising any lesser amount than the amount stipulated of its other rights or remedies granted to be paid hereunder shall be deemed other than on accountit by law or this Sublease. Initials: /s/ RDN (Sublessor) /s/ MKA (Sublessee) ------- -------

Rent. Sublessee a. Except as otherwise expressly provided in this Sublease, commencing on and as of the Commencement Date, and continuing throughout the term of this Sublease, Subtenant shall pay to Sublessor Tenant, as rent, base rent ("Fixed the “Base Rent"”) in accordance with the amounts listed on Exhibit C attached heretoschedule set forth below as part of this subsection. HoweverUnless Tenant instructs Subtenant otherwise in writing, Sublessee Subtenant shall phase into the Premises, effective May 1, 1998, on a stepped basis make such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly payments in advance on the first day of each month on which rent is required to be paid by Tenant under the Main Lease. Subtenant shall make such payments without notice, demand, abatement, deduction, counterclaim, or setoff. Commencement Date the day before the 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 this Sublease, commencing on and as of the Rent Commencement Date, and continuing throughout the term of this Sublease, Subtenant shall pay to Tenant, as additional rent, 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 Landlord under the Main Lease (the “Escalations”), with Subtenant’s Share and Subtenant’s Electric Share of 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 (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. Fixed RentTo the extent any Subescalations are not included in such estimate provided by Tenant, Sublessee's share 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 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 extent Subtenant requires services in excess of the Operating Expenses, services provided by Landlord and charged to Tenant as defined in operating expenses under Section 4.2 2.04 of the Main Lease, and all other amounts including without limitation extra electrical feeders or risers to meet Subtenant’s electricity requirements, excess water usage ("Additional Charges") payable including without limitation condenser water if provided by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main LeaseLandlord), and without deductionafter-hours HVAC service, abatementSubtenant shall contract directly with Landlord for such services. Notwithstanding the forgoing, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month commencing on and as of the Sublease Term shall be prorated in Commencement Date, and continuing throughout the proportion that the number term of days this Sublease is in effect during such month bears Sublease, to the actual number of days in extent Tenant becomes liable to Landlord for such month. Ifadditional services provided by Landlord or any third parties, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Subtenant shall pay to Sublessee the amount Tenant, as additional rent and upon demand, one hundred percent (100%) of all such overpayment. If Sublessor shall be responsible expenses incurred by Tenant for such services and/or any Additional Charges due under the Main Lease which is not attributable service provided by Tenant to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSubtenant.

Rent. Sublessee (a) During the term of this lease, Tenant shall pay to Sublessor minimum rent ("Fixed Rent") in as follows: From the amounts listed on Exhibit C attached hereto. HoweverCommencement Date to and including the Expiration Date, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid payable in equal monthly in advance on installments of $64,786.67. (b) Additionally, should the Commencement Date be a date other than the first day of each a calendar month, Tenant shall pay a pro rata portion of the Rent on a per diem basis, based upon the second full calendar month of the Term. The rent payable for such partial month shall be in addition to the Rent payable pursuant to the Rent schedule set forth above. (c) The minimum rent hereinabove provided for shall be in addition to all other payments to be made by Tenant as herein provided except as set forth to the contrary in this lease. It is the purpose and intent of the parties hereto that the minimum rent shall be absolutely net to Landlord, except as set forth to the contrary in this lease so that this lease shall yield, net to the Landlord, the minimum rent, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises which may arise or become due during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease lease shall be paid promptly when dueby Tenant and that Landlord shall be indemnified and saved harmless by Tenant from and against the same. (d) Any sums of money required to be paid by Tenant to Landlord in addition to the rent reserved under this Paragraph 43, shall be deemed additional rent, shall be paid without notice deduction or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)offset, and without deductionin the event Tenant fails to pay such additional rent, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term Landlord shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears entitled to the actual number same remedies under this lease or by law, as are available to Landlord for the nonpayment of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublesseerent, including, without limitation, Additional Charges incurred summary dispossess proceedings. (e) Tenant is hereby authorized and directed to make all payments of Rent and additional rent and other amounts payable by Tenant as follows:(i) if payment is made by wire transfer, wired to M&T Bank, Buffalo, New York, ABA# 000000000, Account#11000911296 Account Name: REP 80 Arkay Drive LLC, or (ii) if payment is made by check, mailed by regular US mail, to c/o Rechler Equity Partners, 00 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000. (f) The parties are entering into this lease as part of a result of Sublessor's failure sale-leaseback transaction, whereby Tenant is assigning its leasehold interest in the Real Property to provide Lessor Landlord and is leasing back the Demised Premises from Landlord. Tenant is providing Landlord with timely purchase money financing in connection with such transaction, which financing will be secured by a mortgage against the Real Property (the "Purchase Money Mortgage"). In the event Landlord defaults, beyond any applicable notice and grace periods provided therein for the cure thereof, in the payment of Rent. All Rent paymentsany principal and/or interest payable pursuant to the Purchase Money Mortgage, Operating Expenses and Additional Charges then Tenant shall be made permitted to offset such unpaid amounts against the next due installment(s) of Rent payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accounthereunder.

Rent. Sublessee (a) Subtenant shall pay to Sublessor Sublandlord a base rent ("Fixed Base Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five an amount equal to Subtenant's Share (5as defined below) months of the Term, "Basic Rent" and pay Fixed Rent for 20,000 rentable square feet during months six all "Supplemental Rent" (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as such terms are defined in Section 4.2 of the Main Prime Lease, ) and all other amounts ("Additional Charges") payable by Sublessee to Sublessor due from Sublandlord under the provisions Prime Lease (without duplication of this Sublease or the provisions of the Main Lease shall be paid promptly when dueamounts constituting "Operating Expenses", without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor as defined below). Subtenant acknowledges and agrees that Basic Rent under the Main LeasePrime Lease is payable twice yearly (currently every March 1 and every September 1), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Supplemental Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges and other amounts due from Sublandlord under the Main Prime Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges are payable on demand. (b) The Base Rent shall be payable by SublesseeSubtenant to Sublandlord [on a reimbursement basis] [in advance]. Subtenant shall pay to Sublandlord, includingwithin ten (10) days of delivery by Sublandlord of an invoice therefor, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely the Base Rent hereunder accrued through the immediately preceding payment of date for Base Rent. All If any payments are estimated or adjusted after payment, then at [the end of any calendar year] if Subtenant has paid to Sublandlord an amount in excess of Base Rent paymentsfor such period, Operating Expenses Sublandlord shall reimburse to Subtenant any such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and Additional Charges shall be made payable if none, to Sublessor the next due installment or installments of Base Rent due hereunder, at the address set forth in Section 26 option of this Sublease AgreementSublandlord), or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be if Subtenant has paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount Sublandlord less than the amount stipulated Base Rent for such period, Subtenant shall pay to be paid hereunder shall be deemed other than on accountSublandlord any such deficiency within ten (10) days after Subtenant receives an invoice therefor.

Rent. Sublessee During the Sublease Term, Subtenant shall pay to Sublessor Sublandlord for the use and occupancy of the Subleased Premises the following: (a) Base rent ("Fixed the “Base Rent"”) for the first three (3) years of the Sublease Term as follows: Commencement Date — Month 10 $ [***] Months 11-12 $ [***] Months 13-16 $ [***] Months 17-24 $ [***] Months 25-36 $ [***] $ [***] During the fourth (4th) year of the Sublease Term (i.e. Months 37-48) and for each year of the Sublease Term thereafter, annual Base Rent shall increase by [***] over the annual Base Rent in effect for the prior year. [***] (b) From the date that is three (3) months following the Commencement Date, Subtenant shall pay Subtenant’s proportionate share of the additional rent payments Sublandlord is obligated to make under the Prime Lease with respect to “Operating Expenses”, all as more fully set forth and calculated in accordance with the provisions of Section 5 of the Prime Lease. “Subtenant’s proportionate share” means a fraction, the numerator of which is the number of rentable square feet in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into Subleased Premises and the denominator of which is the number of square feet in the Premises, effective May 1, 1998, on a stepped basis subject to adjustment from time to time as such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Termareas may change. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Base Rent shall be paid monthly payable in advance advance, without any notice or demand therefor and without deduction (except as expressly provided herein or in the Prime Lease), set-off, recoupment, or counterclaim on the first day of each month during the term of this Sublease. Fixed All rent and other sums due from Subtenant to Sublandlord under this Sublease, which are not otherwise designated as Base Rent, Sublessee's share shall constitute “Additional Rent”. Any Additional Rent accruing to the Sublandlord under this Sublease, except as is otherwise set forth herein, shall be due and payable upon the later of ten (10) business days following notice to Subtenant or when the installment of Base Rent next falling due after such Additional Rent accrues and becomes due and payable, provided that (a) Sublandlord shall have a longer period of time to make such payment under the Prime Lease, in which event the longer time period shall govern, and (b) Subtenant shall have thirty (30) days after receipt of the Operating Expenses, as defined in Section 4.2 Annual Statement (accompanied by Sublandlord’s calculation of the Main Lease, Subtenant’s proportionate share thereof) to make any payment of Subtenant’s proportionate share due from Subtenant. All payments of Base Rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable at the address set forth for Sublandlord in Section 4(f) hereof or at such other place as Sublandlord may designate by Sublesseeproper notice to Subtenant, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSublandlord.

Rent. Sublessee shall Tenant hereby agrees to pay Landlord a base annual rental (the “Base Rent”) as follows subject to Sublessor recalculation as provided in Section 1.2: Period Annual Base Rent Monthly Base Rent Months 1-6 $ 360,000.00 (ABATED ) $ 30,000.00 (ABATED ) Months 7-12 $ 360,000.00 $ 30,000.00 Months 13-18 $ 453,600.00 $ 37,800.00 Months 19-30 $ 601,001.28 $ 50,083.44 Months 31-42 $ 637,425.60 $ 53,118.80 Months 43-54 $ 660,190.80 $ 55,015.90 Months 55-60 $ 682,956.00 $ 56,913.00 For purposes of rent ("Fixed Rent") in adjustment under the amounts listed on Exhibit C attached hereto. HoweverLease, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during number of months is measured from the first five (5) months day of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six calendar month in which the Commencement Date falls. Each monthly installment (6the “Monthly Rent”) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance payable by check or by money order on or before the first day of each calendar month. Notwithstanding the foregoing, in consideration of Tenant entering into this Lease, the monthly Base Rent shall be abated for the first six (6) months after the Commencement Date and Tenant shall have no obligation to make payment of Base Rent during such six (6) month during period. Landlord and Tenant agree for tax reporting purposes that none of the term of this SubleaseBase Rent due in periods in which Base Rent is not being abated shall be allocated to any other period. Fixed In addition to the Base Rent, Sublessee's share Tenant also agrees to pay Tenant’s Share of the Operating ExpensesExpenses and Taxes (each as hereinafter defined), as defined in Section 4.2 of the Main Lease, and any and all other amounts ("Additional Charges") sums of money as shall become due and payable by Sublessee Tenant as hereinafter set forth, all of which shall constitute additional rent under this Lease (the “Additional Rent”). Landlord expressly reserves the right to Sublessor under apply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. The Monthly Rent and the provisions of this Sublease or the provisions of the Main Lease Additional Rent are sometimes hereinafter collectively called “Rent” and shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreementwithout demand, deduction, abatement, or to such other person and/or at such other address offset as Sublessor follows or as Landlord may designate from time to time designate by written notice to Sublesseetime: Payments via FedEx/UPS/Courier: XX Xxxxxx Xxxxx 0000 Xxxxx Xxxxxx Xx. No payment by Sublessee Xxxxxxxx #0, Xxxxx #000 Xxx Xxxxxxx, XX 00000 Attn: PREI’s Westport Office Park/100170 Payments via regular mail (lockbox address): Remit to: PREI’s Westport Office Park #171201 P. O. Xxx 000000 Xxxxxxxx, XX 00000-0000 Payments via either FED wire or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountACH wire:

Rent. Sublessee 7.1. Tenant shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into Landlord as Base Rent for the Premises, effective May 1, 1998, commencing on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during date which is the first five earlier to occur of (5a) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) months following the Term Commencement Date, or (b) the date which is two (2) months following the date Tenant Substantially Completes the Tenant Improvements (the “Rent Commencement Date”), the sums set forth in Section 2.3, subject to the rental adjustments provided in Article 8 hereof; provided, however, that if the Landlord’s Work is not Substantially Complete upon the earlier of (a) or (b), then the Rent Commencement Date shall be the date that the Landlord’s Work is Substantially Complete; provided, further, however, that if Substantial Completion of the Sublease TermLandlord Work’s is delayed by a Tenant Delay, then the Rent Commencement Date shall be the date that the Rent Commencement Date would have occurred but for such Tenant Delay. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Base Rent shall be paid in equal monthly 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 each and every calendar month during the term of this SubleaseTerm. 7.2. Fixed In addition to Base Rent, Sublessee's share of the Operating Expenses, Tenant shall pay to Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined in Section 4.2 below) of Operating Expenses (as defined below), (b) the Main Lease, Property Management Fee (as defined below) and all (c) any other amounts ("Additional Charges") payable by Sublessee that Tenant assumes or agrees to Sublessor pay under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when duethat are owed to Landlord, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), including any and without deduction, abatement, counterclaim or setoff all other sums that may become due by reason of any amount for any reason whatsoever. Rent for any partial month default of Tenant or failure on Tenant’s part to comply with the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. Ifagreements, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performedterms, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses covenants and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 conditions of this Sublease AgreementLease to be performed by Tenant, or at such place as may be designated by Sublessorafter notice and the lapse of any applicable cure periods. 7.3. Fixed Base Rent and Additional Charges Rent shall together be denominated “Rent.” Rent shall be paid to Sublessor Landlord, without abatement, deduction or offset, in lawful money of the United States at of America to the address of Sublessor set forth in Section 26 of this Agreement, 2.8 or to such other person and/or or at such other address place as Sublessor Landlord may from time to time designate by written notice to Sublesseein writing. No payment by Sublessee In the event the Term commences or receipt by Sublessor of any lesser amount ends on a day other than the amount stipulated to 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 hereunder at the then-current rate for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be deemed discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Premises, (b) any other than restriction on accountTenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this 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 date of the expiration or earlier termination of the 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 respect to any other period.

Rent. (a) Base Rent: Sublessee shall agrees to pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month as Base Rental during the term of this Sublease. Fixed RentSublease the sums as indicated on the attached “Rent Schedule”, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other which amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 shown below on the first day of the month. One monthly installment of rent shall be due and payable on the date of execution of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent Sublessee for the first month’s rent and Additional Charges a like monthly installment shall be paid due and payable on or before the first day of each succeeding calendar month, as indicated on the Rent Schedule, during the demised term; provided, that if the “Commencement Date” should be a date other than the first day of a calendar month, the monthly rental set forth above shall be pro-rated to the end of that calendar month, and all succeeding installments of rent shall be payable on or before the first day of each succeeding calendar month during the demised term. Sublessee shall pay, as additional rental, all other sums due under this Sublease. (b) INSURANCE PREMIUMS: Sublessor in lawful money shall provide and Sublessee shall pay for the All Risk Fire and Extended Coverage Insurance for the building with loss of rent endorsement. (c) OTHER CHARGES: This Sublease is an “Absolute Net Sublease” and it is the Sublessee’s responsibility to pay on a timely basis all costs associated with the use and occupancy of the United States at the address Subleased Premises, including, but not limited to, maintenance, and insurance. Sublessee covenants and agrees with Sublessor that Sublessee shall not be entitled to any abatement, deduction, deferment, suspension or reduction of or setoff against payment of Base Rent or any other amounts due Sublessor set forth in Section 26 of under this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSublease.

Rent. Sublessee (a) The rent reserved under this Lease for the Term hereof shall pay to Sublessor rent be and consist of: ("Fixed Rent"i) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid payable in equal monthly installments in advance on the first day of each and every calendar month during the term of this Sublease. Term (except that Tenant shall pay one (1) monthly installment on the Commencement Date, which installment shall be applied to the Monthly Fixed Rent, Sublessee's share Rent due for the first (1st) month of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts Term); plus (ii) such additional rent ("Additional ChargesRent") payable by Sublessee in an amount equal to Sublessor under the provisions Tenant's Operating Expenses and of Real Estate Taxes (as such terms are defined in Paragraph 3 of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), ; all charges for services and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed utilities pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid 15 hereof; and any other charges or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee amounts that shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges become due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be and payable by Sublesseehereunder, including, without limitation, the reasonable expenses incurred by Landlord in the enforcement of any of the agreements, covenants, and obligations under this Lease and including reasonable legal fees that may accrue in the event suit for rent or dispossess proceedings are necessary to obtain the possession of the Demised Premises or to collect the rent; all of which Additional Charges incurred Rent shall be payable as a result of Sublessor's failure to provide Lessor with timely payment of Renthereinafter provided. All Rent payments, Operating Expenses and Additional Charges rent shall be made paid to Landlord at its office stated above or such other place Landlord may designate in writing. If the Commencement Date shall occur on a date other than the first calendar day of a month, the rent for the partial month commencing on the 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 to Sublessor at pay promptly the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges Rent herein reserved as and when the same shall become due and payable, without demand therefor and without any set-off, recoupment, or deduction whatsoever. All Additional Rent payable hereunder that is not due and payable on a monthly basis during the Term, unless otherwise specified herein, shall be due and payable within thirty (30) days of delivery by Landlord to Tenant of notice to pay the same. (c) In the event that any payment of Fixed Rent or Additional Rent shall not be paid within five (5) days after the due date for the same as provided herein, Tenant shall pay, together with such payment, the Late Charge. Furthermore, if Tenant fails to Sublessor in lawful money remit a full monthly installment of the United States at Monthly Fixed Rent or of the address of Sublessor set forth in Section 26 of this AgreementAdditional Rent as provided herein for two (2) consecutive months, or to such other person and/or at such other address as Sublessor then Landlord may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated require (i) all Fixed Rent and Additional Rent payments to be paid hereunder shall be deemed other in advance on a quarterly annual basis, rather than on accounta monthly basis, and (ii) an increase in an amount equal to one (1) installment of Monthly Fixed Rent in the Security Deposit. In addition, if Tenant submits to Landlord a check for which there are insufficient funds available, then Landlord may charge Tenant as Additional Rent an administrative and handling fee in the amount of One Hundred and 00/100 Dollars.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent"a) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed The Rent for 15,000 rentable square feet during the first five (5) months as per Section 4 of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent Lease Deed shall be paid monthly payable in advance on or before the first fifteenth (15th) day of each calendar month during the term of this Subleaselease. Fixed The Lessor should receive the payment on or before the fifteenth (15th) day of each calendar month during the term of this lease. The maintenance charges shall also be paid on the same date. (b) If the Lease Commencement Date occurs on a day other than on the tenth day of a month, rent from the Lease Commencement Date until the tenth day of the following month shall be prorated at the rate of one-thirtieth (1/30) of the Rent, Sublessee's share of payable in advance on the Operating ExpensesLease Commencement Date. (c) The Rent, as defined in Section 4.2 of the Main Lease, all Charges and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Reimbursements shall be paid promptly when due, in Indian Rupees, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, diminution, abatement, counterclaim or setoff set-off of any amount amount, other than withholding taxes as provided at sub-clause (b) above and credit for any reason whatsoeverexcess Reimbursements as /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx provided in this Exhibit. The Rent for any partial month of and the Sublease Term Reimbursements shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears paid to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreementfollowing address: Xxxx # 0, Xxxxxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx - 500 081, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the other address of Sublessor set forth in Section 26 of this Agreement, or to such other person as Lessor may designate by adequate written notice to Lessee from time to time. If Lessor shall at any time accept Rent and/or Reimbursements after it shall become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute a waiver of Lessor's rights hereunder. If Lessee makes any payment to Lessor by cheque, the same shall be by cheque drawn by the Lessee only, and Lessor shall not be required to accept a cheque drawn by any other person. Any cheque received by Lessor shall be deemed received subject to collection. GTC-12: SURRENDER OF DEMISED PREMISES Upon termination of this Lease by lapse of time or otherwise, Lessee shall surrender the Demised Premises to Lessor upon simultaneous refund of the Deposit, together with all permanent additions, alterations, improvements and installations thereto (including the Leasehold Improvements), in broom-clean condition and in good order and repair, except for ordinary wear and tear and damage which Lessee is not obligated to repair, failing which Lessor may restore Demised Premises to such condition at Lessee's expense. Provided however, and it is hereby expressly agreed and understood that if after the expiry or sooner determination of the Lease, the Lessor is unable for any reason whatsoever to refund the Deposit, Lessee shall be entitled to continue to use or occupy the Demised Premises without payment of any Rent or other charges until the Deposit is refunded. Upon such termination, Lessee's trade fixtures and furniture shall remain Lessee's property, and Lessee shall have the right prior to such termination to remove the same. Lessee shall promptly repair any damage caused by any such removal and shall restore the Demised Premises in good order and condition reasonable wear and tear excepted. Lessee shall surrender the Demised Premises to Lessor at the end of the Term without notice of any kind, and Lessee hereby waives all right to any such notice as may be provided under any present or future law. RULES & REGULATION FOR USE OF PREMISES GTC-I3: USE OF PREMISES (a) Lessee shall use and occupy the Demised Premises solely for general office purposes and training of personnel and uses incident thereto as permitted under applicable zoning regulations, and but for no other business or purpose. (b) Lessee shall comply with all present and future laws, statutes, ordinances, regulations, and requirements of any and all governmental authorities and with the Rules and Regulations of Exhibit "A" hereof. /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx (c) Lessee shall not conduct or permit to be conducted any activity or place any equipment in or about the Demised Premises and the Building Premises, which will increase the rate of insurance premiums thereon or that is prohibited by or causes a cancellation of any insurance policy; and if any increase in the rate of insurance is stated by any insurance company to be due to any activity or equipment in or about the Property and the Buildings, such statement shall be conclusive evidence that the increase in such rate is due to such activity or equipment, and Lessee shall be liable for such increase and shall reimburse Lessor therefore, as Reimbursements, within ten (10) days of receipt of written notice. (d) Except for ordinary supplies and materials reasonably related to Lessee's permitted uses set forth in Section 13(a) hereof, Lessee shall not cause or permit any Hazardous Materials (as defined in Exhibit "D"- Definitions) to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Demised Premises, the Building Premises, or other part of the Property or any portion thereof by Lessee, its agents, employees, sub Lessees, assignees, contractors, or invitees. Lessee agrees to indemnify, defend and hold Lessor and its officers, directors, agents, employees, advisors, attorneys and affiliates harmless from any and all claims, actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities, interest or losses, reasonable attorney's fees and expenses, consultant fees, and expert fees, costs of investigation, monitoring, cleanup, containment, restoration, removal or other remedial work, together with all other costs and expenses of any kind or nature that arise during or after the term of the Lease from any Hazardous Materials permitted by the Lessee on the Demised Premises pursuant to this Section 13(d) or from any breach of Lessee's obligations set forth in Section 13(c); provided that the foregoing indemnification shall not apply to any Hazardous Materials which another Lessee or Lessor or any of its agents, representatives or contractors brings, stores, uses, handles, generates, releases or disposes of in, on, under or about the Building Premises, the Land or any portion thereof. (e) Lessee shall not commit or allow to be committed any waste upon the Demised Premises or elsewhere on the Property, or any public or private nuisance or other act or thing which disturbs the quiet enjoyment of Another Lessee, and Lessee shall not, without the prior written consent of Lessor, use any apparatus, machinery or device in or about the Demised Premises which will cause any substantial noise or vibration or fumes. (f) Lessee shall, at its expense, keep the Demised Premises and all improvements, fixtures and other property contained therein in a neat, clean, safe and sanitary condition, and in good order and repair, reasonable wear and tear excepted, and will surrender the Demised Premises at the expiration or other termination of the term of this Lease in good order and condition, ordinary wear and tear, and casualties and damages caused by the elements, fire and other insured casually excepted. /s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx GTC-14: RULES & REGULATIONS (a) Lessee, its employees, agents, invitees, contractors and subcontractors shall observe and strictly comply with the Rules and Regulations follows (but not limited to) and with such other address and further reasonable rules and regulations as Sublessor may Lessor may, after notice to Lessee, from time to time designate adopt. Lessor shall exercise its best efforts to enforce said rules and regulations, to the extent applicable, and to enforce the terms, covenants or conditions in any other lease against any other Lessee; provided, however, that Lessor shall not be liable to Lessee for violation of the same by written notice any other Lessee, its servants, employees, agents, invitees or licensees. (b) Walking / trespassing through office spaces belonging to Sublesseeother occupants should be avoided. (c) The common utility areas, i.e., electrical sub-station, DG Room and other utility areas, will be highly restricted areas. No payment The Lesssee shall reasonably ensure, its officers, directors, agents, employees, advisors, attorneys and affiliates should avoid unauthorized entry or access to such areas. (d) The maintenance facilities provided by Sublessee or receipt by Sublessor the Lessor are for the general maintenance of the Building Premises. The Lessee shall not utilize the maintenance facilities for any lesser amount than of its personal work. (e) General rules and regulations for proper administration of the amount stipulated to be paid hereunder Building Premises shall be deemed other than drafted from time to time on accountmutual consent.

Rent. Sublessee The rent payable by Sub-subtenant for the Premises shall ---- consist of basic rental ("Basic Rent") plus certain additional rental ("Additional Rent"), all as provided below. Basic Rent, Additional Rent, and any other charges due under this Sub-sublease are hereinafter referred to collectively as "Rent." (a) From the Commencement Date until the first anniversary of the Commencement Date, or if such date is not the first day of a calendar month, until the first day of the calendar month in which such date occurs, Sub- subtenant shall pay to Sublessor rent ("Fixed Rent") Sub-sublandlord in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998advance, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on or before the first day of each month, without deduction or offset, monthly Basic Rent in the amount of $75,900.00 per month. (b) From the first anniversary of the Commencement Date, or if such date is not the first day of a calendar month, from the first day of the calendar month during in which such date occurs, until the term termination of this Sublease. Fixed Rent, Sublessee's share Sub-subtenant shall pay to Sub-sublandlord in advance, on or before the first day of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when dueeach month, without notice deduction or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)offset, and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. monthly Basic Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to $80,500.00 per month. (c) Sub-subtenant also shall pay, as Additional Rent, all additional rental amounts and such other charges as may be imposed by Sublandlord upon Sub-sublandlord under the Master Lease Sublease. (as incorporated into this Sublease), Sublessee shall (as applicabled) pay to Sublessor To the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any extent that Additional Charges Rent due under the Main Lease which Master Sublease is not attributable to Sublessee's use or occupancy of the Premiseson a monthly basis, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States Sub-sublandlord as en Basic Rent is paid. All Rent shall be paid to Sub-sublandlord at the address of Sublessor set forth in Section 26 of this Agreementspecified for Sub-sublandlord below, or to such other person and/or at or to such other address place as Sublessor Sub-sublandlord may from time to time designate by written in writing. To the extent that Additional Rent is payable on an estimated basis pursuant to the Master Sublease, the Additional Rent due hereunder shall be adjusted between the parties (with appropriate reimbursements or additional payments) within twenty (20) days after the actual Additional Rent due under the Master Sublease has been determined and notice thereof has been delivered to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated Sub-subtenant. (e) Sub-sublandlord shall pay all "Rent" and other monetary amounts required to be paid hereunder under the Master Sublease (collectively, "Underlying Rent") on or before the date such amounts become due and payable thereunder. If Sub-sublandlord fails to make any payment of Underlying Rent as and when required under the Master Sublease, Sub-subtenant shall have the right, but not the obligation, to make such payments on behalf of Sub-sublandlord, in which event Sub-subtenant shall have the right to offset any amounts so paid against Rent payable under this Sub-sublease. (f) In the event of any casualty or condemnation affecting the Premises, Rent payable by Sub-subtenant shall be deemed other than on accountproportionately abated, but only as to the portion of the Premises damaged or taken; and only to the extent that Underlying Rent payable under the Master Sublease is abated. Sub- subtenant shall have no right to terminate the Sub-sublease in connection with any casualty or condemnation except to the extent that the Master Sublease is also terminated as to the Premises or any portion thereof.

Rent. Sublessee shall A. Tenant covenants and agrees to pay to Sublessor rent Landlord during the Lease Term, without any setoff or deduction whatsoever, the full amount of all Base Rental payments, and any adjustments thereof, due in accordance with the rental schedule set forth in Exhibit B-1 hereof (the "Fixed RentBase Rental"), the full amount of all payments of Additional Base Rental due in accordance with Exhibit B-2 hereof and the full amount of all parking charges, if any, due in accordance with this Lease (the "Additional Base Rental") in and all such other sums of money as shall become due under this Lease (including, without limitation, any charges for replacement of non-Building Standard electric lamps and ballasts and any other services, goods or materials furnished by Landlord at Tenant's request), all of which hereinafter may be collectively called "Rent." Except as otherwise provided herein, the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent Base Rental and Additional Base Rental for 15,000 rentable square feet each calendar year or portion thereof during the first five (5) months of the Lease Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly due and payable in advance in equal monthly installments on the first day of each calendar month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main LeaseLease Term and any extensions or renewals hereof, and all other amounts ("Tenant hereby agrees to pay such Base Rental and Additional Charges") payable by Sublessee Base Rental to Sublessor under Landlord without demand, provided that the provisions installment of this Sublease or Base Rental for the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial first full calendar month of the Sublease Lease Term shall be prorated in payable upon the proportion that execution of this Lease by Tenant. If the number Lease Term commences on a day other than the first day of days this Sublease is in effect during a month or terminates on a day other than the last day of a month, then the installments of Base Rental and Additional Base Rental for such month bears to or months shall be prorated, based on the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of All such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor payments shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses good and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublesseesufficient check. No payment by Sublessee Tenant or receipt or acceptance by Sublessor Landlord of any a lesser amount than the correct amount stipulated to be paid hereunder of Rent due under this Lease shall be deemed to be other than a payment on accountaccount of the earliest Rent due hereunder, 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 available remedy. The acceptance by Landlord of any Rent on a date after the due date of such payment shall not be construed to be a waiver of Landlord's right to declare a default for any other late payment. Tenant's covenant to pay Rent shall be independent of every other covenant set forth in this Lease. B. All Rent not paid when due and payable shall bear interest from the date due until paid at the lesser of: 1. eighteen percent (18%) per annum; or 2. the Maximum Rate. In addition, if Tenant fails to pay any installment of Base Rental, Additional Base Rental or any other item of Rent when due and payable hereunder, a service fee equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord, provided that Tenant shall be entitled to a grace period of five (5) days with respect to the first two (2) late payments in any calendar year.

Rent. During each month of the term of this Sublease, beginning January 1, 2006, Sublessee hereby agrees to pay to Sublessor Base Rent in the same amount as is owed by Sublessor under the Master Lease. No Rent (as hereinafter defined) shall be payable hereunder until January 1, 2006. In addition to Base Rent, Sublessee shall pay its proportionate share of real estate taxes and operating expenses and other charges passed through to Sublessor rent under the Master Lease ("Fixed all, collectively, “Additional Rent"”) in the amounts listed on Exhibit C attached heretotogether with any other charges and payments required of Sublessee hereunder. However, Sublessee shall phase into pay Sublessor the PremisesBase Rent and Additional Rent (collectively, effective May 1“Rent”), 1998without offset or deduction, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Termprior notice or demand, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial calendar month of the Sublease Term term hereof beginning on January 1, 2006. If the Commencement Date is a day other than the first of a month, Rent for the month in which the Commencement Date occurs shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such monthprorated. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000. Where permitted by applicable law, if any payment of Rent is not paid when due, Sublessee shall pay the Sublessor upon demand, as a late charge, an amount equal to five percent (5%) of each Rent installment, or any part thereof, which is overdue for more than ten (10) days. During the period of the United States at Sublease Term from September 1, 2005, to December 31, 2005, the address of Sublessor set forth in Section 26 of this AgreementSublessee shall have no obligation to pay Rent. Utilities for the period from September 1, or 2005, to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to December 31, 2005, shall be paid hereunder shall be deemed other than on accountby the Sublessor in an amount not to exceed $1.50 per

Rent. Sublessee CenterPoint’s obligation to pay Premises Rent shall pay to Sublessor rent ("Fixed Rent") in begin on the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the TermCommencement Date, and CenterPoint’s obligation to pay Fixed Rollover Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, with respect to all applicable Rollover Space shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance begin on the first day of each month during the term of this SubleaseRollover Term Commencement Date. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee Subject to Sublessor under the provisions of this Sublease or the provisions Section 3.1, CenterPoint’s covenant to pay Premises Rent and Rollover Rent is independent of the Main Lease shall be paid promptly when dueevery other covenant of this Agreement. CenterPoint hereby covenants and agrees to pay to CJF, without notice offset or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatementBase Rent for the Premises during the Premises Term in the monthly amounts set forth on Exhibit D attached hereto and incorporated herein, counterclaim or setoff of any amount for any reason whatsoever. Rent prorated for any partial month as provided in Section 3.5. With respect to each Rollover Space that has not been renewed, CenterPoint hereby covenants and agrees to pay CJF, without offset or deduction, Base Rent for said Rollover Space during the Rollover Term, prorated for any partial month as provided in Section 3.5. Notwithstanding the foregoing, after the 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 Sublease Term Premises or Rollover Space, as the case may be, (i) the Premises Rent thereafter payable under this Agreement for the portion of the Premises covered by the Approved Lease, 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 prorated in reduced by 100% (and thereafter CJF shall be entitled to all rent and other amounts paid or payable under the proportion that Approved Lease, and the number obligations of days CenterPoint under this Sublease is in effect during such month bears Agreement shall terminate except for accrued and unpaid obligations with respect to the actual number of days in such month. IfPremises or Rollover Space, based upon Lessor's statement of actual expenses or an audit performed pursuant as the case may be, which are subject to Paragraph 4.2(gthe Approved Lease), (ii) Premises Rent (and CenterPoint’s obligations to pay same) for the remaining portion of the Main Lease Premises shall remain unchanged; and (which audit Sublessor agrees iii) Rollover Rent (and CenterPoint’s obligations to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid pay same) for the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy remaining portion of the Premises, no such Additional Charges Rollover Space shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountremain unchanged.

Rent. Sublessee a. Subtenant shall pay to Sublessor Sublandlord basic rent ("Fixed Base Rent") in the amounts listed on Exhibit C attached hereto. Howeveramount of One Hundred Eighty-Eight Thousand Two Hundred Seventy-Two and 00/100 Dollars ($188,272.00) per annum, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly payable in advance on the first day of each calendar month during commencing on January 1, 2003 through November 30, 2003 in installments of Fifteen Thousand Six Hundred Eighty-Nine and 33/100 Dollars ($15,689.33) each. In the term event the Base Rent commences on a day other than the 1st day of the month or the Term ends on a day other than the last day of the month, the monthly Base Rent shall be prorated for any partial month. b. In addition to the Base Rent set forth in Subsection 5.a. above, Subtenant shall pay Sublandlord, as additional rent, all other sums of money which shall be due and payable by Subtenant under the terms and conditions of this Sublease. c. The terms "Base Rent" and "additional rent" are sometimes referred to herein as "Rent" or "rent" and shall include all sums due from Subtenant to Sublandlord under the terms of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") All Rent payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges Sublandlord hereunder shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money office of the United States Sublandlord at the address of Sublessor set forth in Section 26 of this Agreementfollowing address: Lucent Technologies Inc. x/x Xxxx xx Xxxxxxx X.X. Xxx 000000 Xxxxxxx, XX 30384-7374 or to such other person and/or at such other address as Sublessor may directed by notice from time Sublandlord to time designate by written notice to SublesseeSubtenant. No payment by Sublessee Sublandlord's acceptance of Rent after it shall become due and payable shall not excuse a delay upon subsequent occasions or receipt by Sublessor constitute a waiver of Sublandlord's rights. The Rent shall be payable in advance without demand, deduction, set-off or abatement of any lesser amount than kind. Subtenant's obligation to pay Rent shall survive the amount stipulated to be paid hereunder shall be deemed other than on accountexpiration or earlier termination of this Sublease.

Rent. Sublessee (A) From the date of this Lease Agreement to the date of the issuance of the Bonds referred to in Paragraph 22 hereof, the County shall pay to Sublessor the Issuer as rent hereunder the sum of One Dollar ("Fixed Rent") in $1.00), the receipt and sufficiency of which is hereby acknowledged by the Issuer. Commencing upon the date of issuance of the Bonds and continuing so long as the Bonds are outstanding and unpaid, the County shall pay to the Issuer as rent hereunder the amounts listed on set forth in Exhibit C attached heretohereto (the “Lease Payments”) on the dates prescribed therefor in Exhibit C hereto (the “Lease Payment Dates”). HoweverThe parties agree that, Sublessee shall phase into the Premises, effective May 1, 1998if, on a stepped basis such that the Sublessee date of execution of this Lease Agreement, the amounts to be set forth in Exhibit C are unascertained, the parties hereto shall only pay Fixed Rent for 15,000 rentable square feet during execute an addendum to this Lease Agreement in order to add Exhibit C to this Lease Agreement no later than the first five (5) months date of issuance of the TermBonds. Such Exhibit C shall provide for semiannual payments of the Lease Payments on and in each year, commencing on ,_ 2014, said date targeted for the completion of the Project, and continuing for so long as the Bonds are outstanding, subject to the conditions set forth in this Section 4(A). The amounts to be set forth in Exhibit C shall be equal to the amounts required to pay Fixed Rent for 20,000 rentable square feet during months six the principal of and the interest on the Bonds. (6B) through eight (8) The parties recognize and agree that integral to the issuance of the Sublease Term. Sublessee, shall pay Rent Bonds for the entire Premises Project, the Issuer will assign certain of its rights under this Lease Agreement to a trustee (23,575 rentable square feetthe “Trustee”) beginning on January 1for the benefit of the owners of the Bonds pursuant to a trust agreement to be executed by and between the Issuer and a Trustee (the “Trust Agreement”). The parties agree that so long as the Bonds remain outstanding and unpaid, 1999. Fixed Rent all Lease Payments due to the Issuer under subparagraph (A) of this Paragraph 4 shall be paid monthly by the County to the Trustee, as assignee of the Issuer, for deposit into the Lease Payment Fund to be created under the Trust Agreement (the “Lease Payment Fund”) and for disbursement to the owners of the Bonds, all as shall be provided in advance the Trust Agreement. The parties further agree that any amounts transferred by the Trustee to the Lease Payment Fund pursuant to the Trust Agreement shall be treated, pro tanto, as a payment of rent by the County pursuant to subparagraph (A) of this Paragraph 4. (C) Commencing on ,_ 2014, and continuing on each Lease Payment Date thereafter for so long as the first day Bonds are outstanding, the Issuer shall contribute funds toward the Lease Payments in the amount calculated pursuant to the terms of each month during Exhibit D (the “Issuer Contribution Payments”). The Issuer shall send the Issuer Contribution Payments to the Director of Finance of Xxxxxx County at 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. The Issuer Contribution Payment is a material term of this Sublease. Fixed Rent, Sublessee's share Lease Agreement and is an absolute and unconditional obligation of the Operating ExpensesIssuer to the County. Notwithstanding anything herein to the contrary, as defined the Issuer’s failure to make the Issuer Contribution Payments shall not constitute an event of default under this Lease Agreement. In addition, nothing in Section 4.2 this subparagraph 4(C) shall affect or impair the obligation of the Main LeaseCounty, which is absolute and all other amounts unconditional ("Additional Charges") payable by Sublessee subject to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor Paragraph 8 (unless Sublessor receives notice or demand therefor from the Lessor under the Main LeaseNonappropriation), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of to pay the Sublease Term shall be prorated Lease Payments as provided in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent affect or impair the right of action, which is also absolute and Additional Charges shall be paid to Sublessor in lawful money unconditional, of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or Issuer to institute suit to enforce and collect such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountpayment.

Rent. Sublessee shall (a) All sums due under this Sublease in addition to Fixed Annual Rent (as hereinafter defined) are herein referred to as "Additional Rent"; Fixed Annual Rent and Additional Rent are herein collectively referred to as "Rent". Sublessee's covenant to pay Rent is independent of any other covenant, agreement, term or condition of this Sublease. (b) All Rent payable to Sublessor rent ("Fixed Rent") hereunder shall be paid to Sublessor at its offices located at 0000 Xxxxxxxx Xxx Xxxxx, Xxxxx, Xxxxxxx 00000, Attention: Controller, or such other place as Sublessor may designate, in writing, in lawful money of the amounts listed United States of America, without demand, deduction, offset or abatement, except as herein expressly provided. Sublessee may, at its option, make payment to Sublessor by wire transfer in accordance with the wire instructions on Exhibit C "C" attached heretohereto and hereby made a part hereof. However, The first full monthly installment of Rent shall be delivered to Sublessor by Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during upon execution of this Sublease by Sublessee. If the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) month of the Sublease Term. SublesseeTerm is a partial month, shall pay the installment of Rent payable for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial second month of the Sublease Term shall be prorated in the proportion that prorated, based on the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performedSublease Term falling within the first calendar month of the Sublease Term, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid and such prorated amount shall be payable as the amount second monthly installment of Rent owing pursuant due and payable hereunder. (c) Beginning on the Sublease Commencement Date, and subject to the Master Lease (abatements as incorporated into this Sublease)hereinafter provided, Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, includingannual fixed rent ("Fixed Annual Rent"), without limitationnotice or demand and without deduction or set- off, Additional Charges incurred as a result in equal monthly installments on the first day of Sublessor's failure to provide Lessor each calendar month throughout the Sublease Term, in accordance with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountfollowing schedule:

Rent. Sublessee shall pay to Sublessor rent Monthly Rent and Additional Rent, hereunder ("Fixed collectively “Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States to Landlord according to the instructions attached on Exhibit K, or at the address of Sublessor set forth in Section 26 of this Agreement, such place or to such other person and/or at such other address agents as Sublessor Landlord may from time to time designate to Tenant in writing (provided that Tenant may make payments by written notice electronic transfer in lawful money of the United States and in accordance with Landlord’s instructions, which will be provided to SublesseeTenant upon request), without any demand and without any reduction, abatement, counterclaim, deduction or set-off whatsoever, except as expressly provided herein, at the times and in the manner hereinafter provided. No Unpaid Rent shall bear interest at the Default Rate (defined in Section 28(i)) from the date due until paid. Except as otherwise expressly provided herein, the payment by Sublessee or receipt by Sublessor of any lesser amount Rent hereunder is independent of each and every other covenant and agreement contained in this Lease. As used herein, “Additional Rent” shall mean all amounts other than the amount stipulated Monthly Rent becoming due from Tenant to be paid Landlord (or, as provided herein, to Landlord’s property manager). Except as otherwise expressly provided herein, Xxxxxx’s obligation to pay Rent hereunder shall be deemed a separate and independent covenant, absolute, and unaffected for any reason whatsoever, including by any damage to or destruction of the Premises or any part thereof, any taking of the Premises or any part thereof or interest therein by condemnation or otherwise, any prohibition, limitation, restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, the impossibility, impracticability or illegality of performance by Xxxxxxxx, Tenant or both, any action of any government authority, or any other than on accountcause whether similar to or dissimilar from the foregoing and whether or not Tenant shall have notice or knowledge thereof and whether or not such cause shall now be foreseeable. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to an express provision of this Lease.

Rent. Sublessee shall pay to Sublessor rent for the Subleased ---- Premises equal to all rent payable by Sublessor under the Prime Lease ("Fixed Rent"excluding rent payable pursuant to Rider No. 2 of the Prime Lease) in multiplied by a fraction with the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into numerator being the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 number of rentable square feet during in the first five (5) months Subleased Premises and the denominator being the total number of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease TermPremises under the Prime Lease (excluding space leased pursuant to Rider No. 2 of the Prime Lease) ("Sublessee's Share"). Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent 's Share of base rent payable to Sublessor shall be paid the monthly sum of $31,291.30 payable in advance on the first day of each month, commencing with the first payment on _____________, 1999 and continuing on the first day of each calendar month thereafter until September 1, 1999, on which date such monthly sum shall be increased to $32,982.72 and such sum shall be payable to Sublessor on the first day of each calendar month thereafter without demand so long as this Sublease remains in effect. The rent due for any fractional month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in based on the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon LessorSublessee shall pay as additional rent Sublessee's statement Share of actual operating expenses and any other payment of rent or an audit performed pursuant other payments required to Paragraph 4.2(g) be made by Sublessor under the terms of the Main Lease (which audit Sublessor Prime Lease. Additionally, Sublessee agrees to have performed, at pay to Sublessor an amount equal to Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount Share of Rent owing pursuant Sublessor's total expenses for security services incurred with respect to the Master Lease (as incorporated into Premises under the Prime Lease. The initial monthly payment for security services shall be $2,841.59. Such sum shall be payable on the due date of the first monthly installment of rent payable to Sublessor under this Sublease)Sublease and security expenses for fractional months shall be prorated. Upon any change in the cost of security services, Sublessor shall notify Sublessee of such change and Sublessee shall (as applicable) pay Sublessee's Share of such revised amount from the date of change in the cost of such services and Sublessee shall pay to Sublessor the revised monthly amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpaymentfor security services. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be All sums payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable Sublessee to Sublessor at the address set forth in Section 26 of pursuant to this Sublease Agreement, or at such place Paragraph 3 are hereinafter referred to as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account"rent."

Rent. Sublessee (a) Tenant shall pay to Sublessor Landlord without setoff, deduction, demand, notice or counterclaim an annual rent for the Premises (the "Fixed Basic Rent") in the amounts listed on Exhibit C attached heretoof Ten and 50/100 Dollars ($10.50) per square foot. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Said Basic Rent shall be paid in equal monthly installments of Ten Thousand Five Hundred and 00/100 Dollars ($10,500.00) and shall be paid in advance on the first (1st) day of each and every calendar month during the term Term, beginning on the Commencement Date; provided, however, that if the Commencement Date occurs on a date other than on the first day of this Sublease. Fixed Renta calendar month, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Basic Rent for any partial month of the Sublease Term shall be prorated in from such date until the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) first day of the Main Lease (which audit Sublessor agrees to have performedfollowing month, at Sublessee's expensewhich time it shall be due and payable. Tenant shall pay the Basic Rent and all Additional Rent, if requested by Sublessee in writingany (as defined under this Article 3), Sublessee has underpaid by good check or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money currency of the United States at the address of Sublessor set forth in Section 26 of this AgreementAmerica, to Landlord at, or to such other person and/or at address or in such other manner as Landlord from time to time specifies by advance written notice to Tenant at, or such other address as Sublessor may Tenant from time to time designate specifies by advance written notice to SublesseeLandlord. No payment by Sublessee installment of Basic Rent or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder Additional Rent shall be deemed paid until received by Landlord. Any payment made by Tenant to Landlord on account of Basic Rent may be credited by Landlord to the payment of any Basic Rent or Additional Rent then past due before being credited to Basic Rent currently due. All sums payable by Tenant under this Lease at any time during the Term, other than on accountBasic Rent, if any, shall be deemed "Additional Rent," and, unless otherwise set forth herein, shall be payable in the same manner as set forth herein for Basic Rent. All Basic Rent or Additional Rent not paid to Landlord when due and payable hereunder shall accrue interest thereon until paid in full at the rate of ___________ interest per annum. (b) The Basic Rent includes Tenant's proportionate share of real estate taxes assessed against the Building and the Property. (c) Tenant shall in all events be responsible for all taxes and assessments which may be assessed against any real or personal property of Tenant located within the Premises.

Rent. Sublessee The rent provided in this Lease shall pay commence upon the date the Landlord delivers the Demised Premises to Sublessor Tenant with Landlord’s Work Completed (the “Rent Commencement Date”). Promptly following the Rent Commencement Date, Tenant shall execute the acknowledgement of the Rent Commencement Date in substantially the form attached to the Lease as Exhibit “F” and made a part thereof, acknowledging, among other things, that Xxxxxx has accepted the Demised Premises. The base rent ("Fixed “Base Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five Lease Year (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(gbelow) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Tenn shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy TWENTY-FIVE DOLLARS ($25.00) per square foot of Rentable Area of the Demised Premises. Thereafter, no such Additional Charges Rent shall be payable by Sublessee, increase annually during the Tenn (including, without limitation, Additional Charges incurred any properly exercised Extension Term) by two and one-half percent (2.5%) over the Base Rent of the prior year. By way of example, the Base Rent in the second Lease Year shall increase to TWENTY-FIVE AND 63/l00THS DOLLARS ($25.63) per square foot; Base Rent in the third Lease Year shall increase to TWENTY SIX AND 27/l00THS DOLLARS ($26.27) per square foot, and so forth. The term “Lease Year” shall mean each 12-month period of the Term commencing on the Rent Commencement Date and every anniversary thereof, provided that if the Rent Commencement Date is on a date other than the first day of the month, the first Lease Year shall be extended by the number of days from the Rent Commencement Date until the first day of the next succeeding month. It is the intention of the parties hereto that the Rent provided for herein shall be received and enjoyed by the Landlord as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent paymentsnet sum free from all imposition, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreementcharge, fee, utility bill, maintenance expense, premium, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money other expense or cost, except state, or federal income taxes assessed against the Landlord or state, or federal capital levy, franchise, estate, succession, inheritance, or transfer taxes of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountLandlord.

Rent. Sublessee 3.1 Lessee shall pay to Sublessor rent Lessor, at Lessor’s address shown in Article 37, or at such other address as Lessor may from time to time designate in writing to Lessee, a fixed annual rental ("the “Fixed Rent"Annual Rental”) in accordance with the amounts listed on Exhibit C attached heretoRental Schedule set forth below (the “Rental Schedule”), payable in equal consecutive monthly installments of one-twelfth (1/12) of said Fixed Annual Rental. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis Each such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent monthly installment shall be paid monthly due and payable in advance on the first day of each calendar month during the term Term of this SubleaseLease. Fixed RentLessee shall, Sublessee's share upon the execution of the Operating Expenses, as defined in Section 4.2 of the Main this Lease, and all other amounts ("Additional Charges") payable by Sublessee pay to Sublessor under Lessor the provisions of this Sublease or rental for the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial first month of the Sublease Lease. 3.2 The Rental Schedule is set forth below: October 1, 2004 – September 30, 2014 $ 217,320.00 $ 18,110.00 3.3 Lessee has deposited with Lessor as security for Lessee’s performance under this Lease an amount equal to one month’s Fixed Annual Rental hereunder (the “Security Deposit”), such sum to be held by Lessor until the expiration of the Term unless otherwise used by Lessor to cure Lessee defaults under this lease in accordance with Article 30 below. The Security Deposit shall not bear interest. If Lessee shall not be in default under this lease beyond the expiration of any notice and cure period on the last day of the Term, Lessor shall return to Lessee the balance of the Security Deposit within fifteen (15) days. In the event of a sale of the Demised Premises, Lessor shall transfer the Security Deposit to the buyer provided the buyer accepts such transfer, or return the Security Deposit to Lessee, and in either case Lessor shall thereupon be released from all liability for the return of the Security Deposit. Lessor shall notify Lessee of such transfer in writing, in which case Lessee shall look solely to the buyer for the return of the Security Deposit. 3.4 Lessee has deposited with Lessor the first month’s Fixed Annual Rental monthly payment. 3.5 Fixed Annual Rental for each option period shall be prorated in the proportion that greater of the number rental being paid for the Lease Term (or Option Term) immediately preceding or adjusted as of days this Sublease is the first day of the option period based upon the consumer price index (“CPI”) then in effect during such month bears compared to the actual number of days CPI in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) effect as of the Main initial date of this Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writingor the initial date of the first option period), Sublessee has underpaid subject however, to a maximum annual CPI increase of five percent (5%) for the first option period or overpaid for the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpaymentsecond option period. If Sublessor The CPI used shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the PremisesWage Earners and Clerical Workers Index, no such Additional Charges shall be payable by Sublesseeall items, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountU.S.

Rent. Sublessee (a) Subtenant shall pay to Sublessor Sublandlord during the Sublease Term fixed rent ("Fixed “Sublease Base Rent"”) for the Subleased Premises at the rate of $541,280 per annum ($45,106.67 per month) from the Sublease Commencement Date through and including the Sublease Expiration Date. (b) The first monthly installment of Sublease Base Rent in the amounts listed on Exhibit C attached heretoamount of $45,106.67 shall be due and payable by Subtenant upon execution of this Sublease. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of If the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance Commencement Date occurs on the first day of each month during a calendar month, then such payment shall be credited by Sublandlord to the term first monthly installment of Sublease Base Rent payable under this Sublease. Fixed RentIf the Sublease Commencement Date is not the first day of a calendar month, Sublessee's share then on the Commencement Date, Subtenant shall pay to Sublandlord Sublease Base Rent for the period from the Sublease Commencement Date through the last day of the month in which the Sublease Commencement Date occurs, and the payment made by Subtenant upon the execution and of this Sublease shall be credited against the second monthly installment of Sublease Base Rent payable under this Sublease. (c) With respect to the Subleased Premises, during the Sublease Term, Subtenant shall pay to Sublandlord as Sublease Additional Rent (as hereinafter defined) any items specified in the Lease to be additional rent and any other sums of money, costs, charges, adjustments, increases, rent or additional rent payable by Sublandlord to Landlord under the Lease attributable to the Subleased Premises or the use and occupancy thereof by Subtenant, provided, that, for the purposes of calculating the amount of Sublease Additional Rent payable by Subtenant to Sublandlord in respect of Taxes and Operating Expenses, as defined (1) “Tenant’s Proportionate Share” shall be deemed to be 2.37493% (subject to adjustment in Section 4.2 the event of any reduction in the size of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease Building or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred Subleased Premises as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, a casualty or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountcondemnation); (2) “

Rent. Sublessee shall pay (a) The Rent (specified in Section 1.1 hereof) and any additional rent or other charges payable pursuant to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent this Lease shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease by mailing such rent payment to Genzyme Corporation, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000-0000 (or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address place as Sublessor may from time to time designate by written notice to Sublessee. No payment ). (b) Rent shall be payable in advance on the first (1st) day of each and every calendar month during the term of this Sublease. (c) Rent for any partial month shall be paid by Sublessee to Sublessor at such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (d) All Rent and other amounts due under this Sublease shall be made without demand, offset or receipt 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 which Sublessor has been granted with respect to the 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 identified on Exhibit A as the "Expansion Space" for only limited purposes. Accordingly, Sublessor hereby agrees that Sublessee shall have no obligation to pay any rent with respect to the Expansion Space until May 1, 1997. From and after May 1, 1997, however, full rent shall be due and payable with respect to the Expansion Space. Sublessor shall provide Sublessee with such "free rent" for the Expansion Space by Sublessor of any lesser amount than applying to Sublessee's rental account for each month that Sublessee qualifies for free rent, a credit in the amount stipulated to be paid hereunder of $8,353.67. (f) It is the intention of the parties that Rent payable by Sublessee under this Sublease shall be deemed other than a "gross rent" that includes amounts on accountaccount of base rent, utilities, operating expenses and real estate taxes payable by Sublessee to Sublessor; i.

Rent. Sublessee Subtenant shall pay to Sublessor Sublandlord base rent ("Fixed “Base Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent amount of $11,576.25 per month for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) each month of the Sublease TermTerm on or before the first of each month in advance. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Base Rent shall be paid monthly in advance prorated for the first month of the Sublease Term if the actual Sublease Commencement Date does not occur on the first day of each month during the term of this Subleasea month. Fixed Rent, Sublessee's share of the The Base Rent set forth above includes: (a) all Landlord’s Operating Expenses, Expenses (as defined in Section 4.2 of the Main Lease), including but not limited to Landlord’s expenses to operate, service, and all other amounts maintain the systems of the Building, the common areas of the Building, and the grounds, including such items as common area and landscaping maintenance, snow removal, insurance, waste removal and property management fees, but specifically excludes any increase in Landlord’s Operating Expenses which are attributable to: ("Additional Charges"i) payable by Sublessee to Sublessor under the provisions Subtenant’s breach of this Sublease or the provisions terms of the Master Lease as incorporated herein; (ii) any special or disproportionate use or manner of use of the Premises, the Building or the Sublease Premises by Subtenant; or (iii) any special or unique activities conducted in or about the Premises, the Building or the Sublease Premises by Subtenant or on behalf of Subtenant; or (iv) the negligence or omissions or intentional acts of Subtenant or any of Subtenant’s agents, employees, contractors, subcontractors, invitees, licensees, representatives, guests, officers, directors and partners, including without limitation, any other person or entity hired by Subtenant to perform services or deliver goods or materials (collectively, “Subtenant’s Agents”); or (v) any violation by Subtenant or any of Subtenant’s Agents of any rule or regulation established by Master Landlord with respect to the Premises, the Building or the Sublease Premises pursuant to the terms of the Main Lease; or (vi) any violation by Subtenant, or any of Subtenant’s Agents of any requirements of the Planned Community Association (as such term is defined in Main Lease shall be paid promptly when dueSection 1.(i)), without notice including but not limited to fines imposed for violations of any declaration or demand therefor rules and regulations, as well as costs of repair or replacement of damaged, destroyed or removed common elements or common element improvements on the Land or Premises; or (unless Sublessor receives notice vii) any special assessments, allocations, budget amendments; adjustments or demand therefor from increases made by the Lessor under Planned Community Association to or for common expenses, expenses, costs, fees, fines, late charges, interest, taxes, assessments, dues, legal fees or other charges which are allocable or chargeable to the Building or the owner of the Building or (viii) all increases in Taxes and/or all assessments or impositions levied or assessed against or imposed upon the Premises, the Building or the Sublease Premises or any part thereof which are attributable to additions or improvements in, on or about the Sublease Premises made by or on behalf of Subtenant or which in whole or in part belong to Subtenant; and (b) Taxes (as such term is defined in the Main Lease). The Base Rent set forth above shall not include any of the following items for which the Subtenant will be responsible for paying at all times during the Sublease Term: (a) electric service, and without deductiongas, abatementor any other utility service to the Sublease Premises or electric service, counterclaim gas, or setoff any other utility service to the HVAC or any other systems of any amount for any reason whatsoever. Rent for any partial month the Building that serve the Sublease Premises; (b) janitorial cleaning of the Sublease Term shall be prorated in the proportion that the number Premises and removal off-site of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses any special waste or an audit performed waste other than standard office waste; (c) telephone, cable, internet, telecommunications, security, and other similar services; and (d) any other costs, fees, or expenses not included in Landlord’s Operating Expenses. Subtenant shall pay to Sublandlord all other amounts billed by Master Landlord to Sublandlord pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor with the next installment of Base Rent. Sublandlord agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid provide copies to Subtenant of invoices provided to Sublandlord containing the amount of Rent owing pursuant to the owed. Subtenant and Sublandlord agree that upon written notification from Master Lease (as incorporated into this Sublease)Landlord, Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Subtenant shall pay such amounts directly to Sublessee Master Landlord. Subtenant’s obligation for the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges all sums owed to Sublandlord under this Sublease shall be made payable to Sublessor at survive the address set forth in Section 26 expiration or termination of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountMain Lease.

Rent. Electricity Charge --------------------------------- Section 3.01. The Sublessee shall hereby covenants and agrees to pay to the Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during from the first five (5) months Commencement Date until the expiration or sooner termination of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) payable in equal monthly installments of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly $17,708.34 in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when dueTerm hereof, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim deduction or setoff set-off of any amount for any reason whatsoever. In addition, the Sublessee hereby covenants and agrees to pay additional rent (as such term is defined in the Master Lease) at the times and in the manner set forth in the Master Lease as amended by this Sublease. If the Commencement Date shall not occur on the first day of a month, the first month's Fixed Rent for any partial month of the Sublease Term and additional rent shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address manner set forth in the last sentence of Section 26 2.1 of the Master Lease. Section 3.02. In addition to the Fixed Rent specified in Section 3.01 of this Sublease AgreementSublease, from the Commencement Date the Sublessee shall also pay to the Sublessor without notice or demand and without abatement, deduction or set-off of any amount whatsoever, the sum of $2.75 per square foot (or $11,687.50 per annum) (the "Electricity Charge") for electrical energy consumed on the Subleased Premises during the Term hereof in equal monthly installments of $973.96 in advance on the first day of each month during the Term hereof. The Electricity Charge for the initial month of occupancy shall be pro rated if the Commencement Date is not the first day of a month. At any time during the Term at such place as may the Sublessor's request, the Sublessee's consumption of electrical energy in the Subleased Premises shall be designated determined by Sublessor. Fixed Rent and Additional Charges a separate survey of the Subleased Premises (excluding any other space demised under the Master Lease) by a reputable independent electrical engineer to be selected by the Sublessor whose fees or charges shall be paid equally by the Sublessor and the Sublessee. Notwithstanding anything in this Sublease to Sublessor in lawful money of the United States at contrary, the address of Sublessor set forth in Section 26 of this Agreement, or amount that the Sublessee shall be obligated to pay for electricity shall be based upon such other person and/or at such other address as Sublessor may survey and similar periodic surveys made from time to time designate by written notice (but not more often than once a calendar year). The Sublessor shall not in anyway be liable or responsible to the Sublessee for any loss or damage or expense which the Sublessee may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for the Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account's requirements.

Rent. Sublessee shall A. Tenant covenants to pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet Landlord during the first five (5) months of the Lease Term, without any setoff or deduction except as otherwise expressly provided herein, the full amount of all Base Rent and pay Fixed Additional Rent for 20,000 rentable square feet during months six (6) through eight (8) due hereunder and the full amount of the Sublease Termall 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 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 payments required to be paid to Landlord by Tenant under this Lease. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent Such payments shall be paid monthly concurrently with the payments of the Rent on which the tax is based. Base Rent and Additional Rent for each calendar year or portion thereof during the Lease Term, shall be due and payable in advance in monthly installments on the first day of each calendar month during the term Lease Term, without demand. If the Lease Term commences on a day other than the first day of this Sublease. Fixed Renta month or terminates on a day other than the last day of a month, Sublessee's share then the installments of the Operating Expenses, as defined in Section 4.2 of the Main Lease, Base Rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease Rent for such month or the provisions of the Main Lease months shall be paid promptly when dueprorated, without notice or demand therefor (unless Sublessor receives notice or demand therefor from based on the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested All amounts received by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant Landlord from Tenant hereunder shall be applied first to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) earliest accrued and unpaid Rent then outstanding. Tenant's covenant to pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Rent shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy independent of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address every other covenant set forth in Section 26 this Lease. B. To the extent allowed by law, all installments of this Sublease AgreementRent not paid when due shall bear interest at the Default Rate from the date due until paid, or at such place as may provided, Tenant shall be designated by Sublessorentitled to a grace period of three (3) Business Days after notice from Landlord with respect to the first two (2) late payments in any calendar year. Fixed In addition, if Tenant fails to pay any installment of Base Rent and Additional Charges Rent or any other item of Rent when due and payable hereunder, a "Late Charge" equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord, provided, Tenant shall be paid entitled to Sublessor a grace period of three (3) Business Days after notice from Landlord with respect to the first two (2) late payments in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid calendar year. C. The Additional Rent payable hereunder shall be deemed other than on accountadjusted from time-to-time in accordance with the provisions of Exhibit C attached hereto.

Rent. Sublessee In consideration for Tenant’s rental of Landlord’s other properties, subject to adjustment as provided herein, Tenant shall pay to Sublessor rent ("Fixed Rent") Landlord, without offset, abatement, or demand, Monthly Rent in the amounts listed on Exhibit C attached hereto. Howeveramount of Zero Dollars ($0.00) and no Real Property Taxes, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each and every calendar month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating ExpensesTerm, beginning on the Rent Commencement Date. Upon the earliest to occur of: (i) termination date of the Surface Lot Ground Lease; (ii) Landlord’s entry into a bona fide agreement of sale of all Landlord’s lands then under lease to Tenant with the express exception of the lands leased to Tenant under the Surface Lot Ground Lease; or (iii) the expiration of twenty-four (24) months following the effective date of the Trust (as defined therein) (each event in Section 4.2 subsections (i), (ii) and (iii) to be referred to as a “Triggering Event”), Landlord shall provide notice to Tenant and the Commission (hereinafter defined) of the Main Leaseany Triggering Event. After Tenant’s receipt of Landlord’s notice of a Triggering Event, Tenant, in its sole and all other amounts absolute discretion, shall have fifteen ("Additional Charges"15) payable days within which to terminate this Lease by Sublessee to Sublessor under the provisions sending Landlord a notice of termination. In such event, this Sublease or the provisions of the Main Lease shall be paid promptly when due, without terminated upon Landlord’s receipt of such notice of termination. In the event that a Triggering Event as described in either (i) or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)ii) above shall occur, and without deductionTenant does not terminate this Lease, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month then commencing on the date of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. IfTriggering Event, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Tenant shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy payment of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred Real Property Taxes as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 12, but the payment of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Monthly Rent and Additional Charges shall be paid deferred until the earliest to Sublessor in lawful money occur of: (x) the expiration of eighteen (18) months following the date of the United States at Triggering Event; (y) completion of construction of the address Water Club Garage as evidenced by the issuance by the City of Sublessor set forth in Section 26 Atlantic City of this Agreement, a temporary or to such other person and/or at such other address as Sublessor may from time to time designate by written permanent Certificate of Occupancy (and Tenant shall provide prompt notice to SublesseeLandlord of the said issuance of a temporary or permanent Certificate of Occupancy); or (z) expiration of the term of the Trust. No Notwithstanding the foregoing, in the event that the Triggering Event as described in (ii) above occurs and closing does not occur thereunder, then this Lease shall revert to its pre-Triggering Event status and any Real Property Taxes or Monthly Rent paid by Tenant following the Effective Date shall be reimbursed by Landlord. In the event that the Triggering Event as previously described in (iii) above shall occur, and Tenant does not terminate this Lease, then Tenant shall not be responsible for the payment by Sublessee of Real Property Taxes until such time as closing on the sale of the Landlord’s property has occurred, and the payment of Monthly Rent shall be deferred until expiration of the thirty (30) month term or receipt by Sublessor earlier termination of any lesser amount than the amount stipulated to be paid Trust. The Rent payable hereunder shall be deemed other than on accountin an amount equal to the area of the Leased Premises (60,825 square feet) multiplied by the per square foot rent of the Employee Parking Structure Lease in effect at the time of the Triggering Event, subject to the adjustments as provided in Section 6(b).

Rent. Sublessee Commencing on the Effective Date, Subtenant shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee Sublandlord and shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only continue to pay Fixed Rent for 15,000 rentable square feet during the first five remaining term of this Sublease, the Annual Rent and the Additional Rent (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Termas hereinafter defined). Sublessee, Subtenant shall pay the monthly installments of Annual Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this SubleaseSublease without deduction, set-off, recoupment, counterclaim, or demand, at Sublandlord’s address. Fixed Rent, Sublessee's share of If the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions term of this Sublease or shall commence on a day other than the provisions first day of the Main Lease shall be paid promptly when duea month, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term rent shall be prorated based on a per diem basis, and Subtenant shall pay to Sublandlord the prorated installment of rent together with one (1) monthly installment of Annual Rent due for the following month. During the first year of this Sublease from the Effective Date, the Annual Rent for the Premises shall be the sum of $5.50 per square foot per annum, multiplied by 118,159, payable in equal monthly installments. The Annual Rent shall be adjusted on the proportion first anniversary of the Effective Date and on each subsequent anniversary of such date every year thereafter during the Term (each, a “Rent Adjustment Date”). On every Rent Adjustment Date, Annual Rent shall be increased by an amount equal to two and one-half percent (22%) of the Annual Rent payable immediately preceding the applicable Rent Adjustment Date. In addition to the Annual Rent, Subtenant shall, during the term of this Sublease, pay to Sublandlord the following sums as additional rent (the “Additional Rent”): (a) $382,873.44 per annum, in equal monthly installments of $31,906.12 each, payable in advance on the first day of each month through and including August 1, 2008; (b) All utilities furnished to and consumed upon the Subleased Premises; (c) Subtenant’s proportionate share (determined on the basis of the ratio that the number square footage area of days this Sublease is in effect during such month the Subleased Premises bears to the actual number aggregate square footage area of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(gthe Building and being 64.2%) of the Main Lease following costs and expenses: (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee i) real property taxes and general assessments payable in writing), Sublessee has underpaid or overpaid respect of the amount taxing periods during the term of Rent owing pursuant to this Sublease; and (ii) Operating Expenses as such term is defined (and as such expenses are determined) under Section 11 of the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount Lease. Payments in respect of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Operating Expenses hereunder shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be and payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address times set forth in Section 26 11 of the Master Lease for the payment of Operating Expenses. (d) In order to repay the MICRF Loan, Subtenant shall pay $5,730.00 per annum payable in advance on the first day of each month. Such payment shall apply through the term of this Sublease through and including August 1, 2008. Sublandlord, provided Subtenant is not in default under this Sublease (subject to any applicable notice and cure periods), shall pay to Subtenant those amounts that Sublandlord receives as interest pursuant to Section 3.2(d) of that certain Financing and Construction Loan Agreement dated June 2, 1995, between Sublandlord, Subtenant, The Xxxxxxx-Xxxxxx Contracting Company, the Mayor and the City of Baltimore and Signet Trust Company (the “Loan Agreement, or at such place as may be designated by Sublessor”). Fixed Rent and Additional Charges Such amounts shall be paid quarterly, based upon Sublandlord’s report to Sublessor in lawful money Subtenant of the United States at interest received over the address prior three-month period. The first such payment shall be made on July 15, 1998 (accounting for all interest Sublandlord received prior to such date regardless of Sublessor set forth in Section 26 the number of months covered) and subsequent payments shall be made on or about the 25th day of each succeeding quarter of each year during the term of this Sublease (as the same may be extended) and shall continue until the “Reserve Fund” (as defined in the Loan Agreement) is fully disbursed, or to such other person and/or at such other address as Sublessor may from which time to time designate by written notice to Sublessee. No the last payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountequal to the interest received by Sublandlord calculated from the date of computation of the immediately preceding payment through the date of such final disbursement. Sublandlord covenants that, subject to and except for the rights of the “Holder” (as defined in the Loan Agreement), under the Loan Agreement, Sublandlord’s right to such interest payments is not subject to any pledge, encumbrance or security interest, and agrees that it shall not further pledge, encumber or grant a security interest in its right to such interest payments. Subject to the rights of the Holder under the Loan Agreement, Sublandlord hereby pledges, assigns, transfers and grants a security interest in such interest payments to Subtenant as security for its obligations hereunder, and agrees, upon Subtenant’s request, to execute such further assurances and U.C.C. financing statements as Subtenant may reasonably request to perfect such security interest. Notwithstanding anything contained in the foregoing to the contrary, Subtenant shall be entitled to the benefit of any and all enterprise zone or tax abatement programs, including without limitation “economic empowerment zone” programs, and reduction in bond financing terms, which may relate to or include the Subleased Premises. Sublandlord shall, and shall use reasonable efforts to cause Landlord to, apply for and maintain qualification for inclusion in such programs.

Rent. Sublessee 4.1 Tenant shall pay, as rent for the Leased Premises, the following: (a) During the first 5 years of the term, an estimated annual base rent per square foot of $15.75, for an aggregate annual base rent of $165,327.75 ("Base Rent"), payable monthly in the sum of $13,777.31. (b) During the remainder of the term, the Base Rent shall increase by 15%. (c) If the date of Substantial Completion occurs on a day other than the first day of a month, rent from such day until the first day of the following month shall be prorated (at a rate of 1/30th of the monthly rent per day). During said period of partial monthly occupancy, all other terms and conditions of this Lease shall apply. All payments assume rentable square footage of 10,497 square feet. 4.2 Tenant shall pay as Additional Rent its proportionate share of the taxes and any other charges allocated amongst the tenants. Tenant's Proportionate Share shall be adjusted as of each first day of January during the term, based on the relationship between the gross square footage leased to Sublessor rent ("Fixed Rent") Tenant and the gross square footage of building construction completed and initially occupied in the amounts listed on Exhibit C attached heretoOffice Park as of such first day of January. However, Sublessee Tenant's Proportionate Share shall phase into be adjusted over time as additional space is constructed in the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed office/industrial park. 4.3 The annual Base Rent shall be paid monthly payable in advance in equal monthly installments on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such calendar month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant Tenant covenants to Paragraph 4.2(g) of pay the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Base Rent and Additional Charges shall be paid to Sublessor Rent in lawful money of the United States which shall be legal tender for the payment of all debts, public and private, at the time of payment. Such rent shall be paid to Landlord at its office address of Sublessor hereinabove set forth in Section 26 of this Agreementforth, or to such other person and/or at such other address place as Sublessor may Landlord may, from time to time time, designate by written notice to Sublessee. No payment Tenant. 4.4 The Base Rent and Additional Rent shall be payable by Sublessee Tenant without any set-off or receipt by Sublessor deduction of any lesser amount than the amount stipulated kind or nature whatsoever and without notice or demand; and all Additional Rent under this Lease shall constitute rent payable hereunder. The sum of all increases required to be paid hereunder as Additional Rent, and/or increases in Base Rent in accordance with this Lease, shall be deemed other than on accountpaid to Landlord within 10 days following the giving of notice hereof by Landlord of such increases.

Rent. (a) Sublessee shall pay to Sublessor rent ("Fixed Rent") during the Term of this Sublease, without offset, deduction, prior notice or demand, the Base Rent in the amounts listed on Exhibit C attached hereto. Howeveramount of Thirty Thousand Two Hundred and Forty-Four dollars ($30,244.00) per month (“Base Rent”), or a pro rated amount thereof for any fraction of a month; provided however, that Sublessee may defer the first two months’ Base Rent for up to 45 days each without penalty or interest, and such deferred rent shall not constitute a default under Article 4 hereof. (b) In addition to the Base Rent provided by subparagraph (a) of this Section 2, Sublessee shall phase into pay all additional rent and other charges imposed under the PremisesMaster Lease with respect to the Sublet Premises and Sublessee’s use thereof and operations therein, effective May 1including but not limited to all Operating Costs imposed under the Master Lease, 1998(collectively, “Operating Costs”) which shall include (i) Taxes as defined in the Master Lease and pursuant to the terms and conditions of Article 5 of the Master Lease, (ii) Utilities as defined in the Master Lease and pursuant to the terms and conditions of Article 6 of the Master Lease, (iii) maintenance and repair costs as described in subparagraph A of Article 7 of the Master Lease; and (iv) insurance costs pursuant to the terms and conditions of Article 12 of the Master Lease. Operating Costs shall not include the cost of any financing or ground lease on a stepped basis the Premises (other than Base Rent), capital improvements to the Premises (unless approved by Sublessee in its sole discretion), management costs, or overhead. Sublessor shall request an additional payment for increased Operating Costs from Sublessee, together with evidence of the increased costs and payment of such that the increased costs, as Sublessee may reasonably require. Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five make payment to Sublessor within thirty (530) months days of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six receipt of such request. (6c) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed The Base Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 5.2 of this Sublease AgreementSublease, or at such other place as Sublessor may be designated designate, in advance, three (3) Business Days prior to the first day of each and every month throughout the Term of this Sublease. (d) In addition to the Base Rent provided by subparagraph (a) of this Section 2, Sublessee shall pay for the right to use all Sublessor’s office and non-factory furniture and equipment that is currently available for use on the Sublet Premises, as set forth on Schedule 1.3(d) hereto. Fixed Rent Sublessee acknowledges and Additional Charges agrees that it has inspected such non-factory furniture and equipment and Sublessee agrees to accept same in its present condition, “as is, where is” and “with all faults.” Upon the expiration or earlier termination of this Sublease, Sublessee shall be paid deliver such non-factory furniture and equipment to Sublessor in lawful money good condition and repair, normal wear and tear excepted; provided, however, that if Sublessee exercises its option to assume the option to purchase the Premises pursuant to the Option Agreement, Sublessee shall pay Sublessor the net book value of the United States at furniture and equipment listed on Schedule 1.3(d) hereto, determined as of the address date of Sublessor set forth in Section 26 the exercise of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublesseeoption. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder Factory equipment shall be deemed other than on accountsubject to the terms and conditions of a lease agreement (the “Master Equipment Lease”) that is separate and apart from this Sublease.

Rent. Sublessee shall (a) In consideration of this Lease, Tenant promises and agrees to pay to Sublessor rent ("Fixed Rent") in Landlord the amounts listed on Exhibit C attached hereto. HoweverBasic Rental without deduction, Sublessee shall phase into the Premisesor set off except as provided herein, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months each month of the Lease Term. One such monthly installment shall be payable by Tenant to Landlord contemporaneously with the execution of this Lease, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) a like monthly installment of the Sublease Term. Sublessee, shall pay Rent Basic Rental as provided for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent in Exhibit A shall be paid monthly in advance due and payable without demand, beginning on the first day of the calendar month following the expiration of the initial partial calendar month of the Lease Term; and continuing thereafter on or before the first day of each succeeding calendar month during the term of this Sublease. Fixed Rent, Sublessee's share Lease Tenn. In the event any installment of the Operating ExpensesBasic Rental, as defined or any other sums which become owing by Tenant to Landlord under the provisions hereof are not received within fifteen (15) days after the due date thereof (without in Section 4.2 any way implying Landlord’s consent to such late payment), Tenant, to the extent permitted by law, agrees to pay, in addition to said installment of the Main LeaseBasic Rental or such other sums owed, and all a late payment charge equal to two percent (2%) of the installment of the Basic Rental or such other amounts ("Additional Charges") payable sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which may have been advanced by Sublessee Landlord to Sublessor under or for the benefit of Tenant pursuant to the provisions of this Sublease or Lease, it being understood that such sums shall bear interest, which Tenant hereby agrees to pay to Landlord, at an interest rate equal to the provisions imputed rate as recognized by the Internal Revenue Service to be charged Tenant for the use of forbearance of such money. (b) Except as expressly set forth herein, this is an absolutely net lease to landlord. It is the intent of the Main parties hereto that the Basic Rental payable under this Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), an absolutely net return to Landlord and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term that Tenant shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears pay all costs and expenses relating to the actual number of days Premises and the business carried on therein, unless otherwise expressly provided in such monththis Lease. If, based upon Lessor's statement of actual expenses Any amount or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant obligation herein relating to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease Premises which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated expressly declared to be paid hereunder that of Landlord or which is an Excluded Liability (as defined in the Asset Purchase and Sale Agreement dated June 29, 2001 between Landlord and Tenant (the “Asset P&S Agreement”)) shall be deemed other than on accountto be an obligation of Tenant to be performed by Tenant at Tenant’s expense.

Rent. (A) Throughout the Term of this Sublease, Sublessee shall pay monthly rent ("Rent") to Sublessor, which Rent is comprised of Basic Rent (as hereinafter defined) and Additional Rent (as hereinafter defined), in the following amounts: (I) Commencing on the later of (A) the thirtieth (30 the) day following the Commencement Date and (B) the date upon which Tenant substantially completes Sublessee's Initial Improvements and receives a certificate of occupancy for the Subleased Premises, but in no event later than April 15, 1999, Sublessee shall pay Sublessor an initial monthly basic rent ("Basic Rent") for the Subleased Premises in the amount of Two and 35/100 Dollars ($2.35) per rentable square foot. During the Term of this Sublease, the monthly Basic Rent shall increase annually in accordance with the following schedule: Monthly Basic Rent Month of Sublease Term Per Rentable Square Foot ------------------ ----------------------- 1-12 $2.35 13-24 $2.65 25-36 $2.90 37-48 $3.00 49-60 $3.10 61-expiration $3.20 (II) In addition to Basic Rent, commencing upon the Commencement Date, Sublessee shall pay to Sublessor as additional rent ("Fixed Additional Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five Sublessee's pro rata share (5"Sublessee's Pro-Rata Share") months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent expenses incurred by Sublessor with respect to operating expenses for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, costs incurred for utilities, building security and janitorial services), common area maintenance costs, taxes and assessments, costs of insurance procured by Master Lessor or Sublessor pursuant to Paragraph 12 of the Master Lease, and any and all additional expenses payable by Sublessor to Master Lessor pursuant to the Master Lease. Except to the extent included in Sublessee's pro rata share of expenses payable by Sublessor to Master Lessor pursuant to the Master Lease, "Additional Charges Rent" shall not include and Sublessee shall not have any obligation to pay for the following: (a) costs occasioned by the gross negligence, willful misconduct or violation of any law by Sublessor or any other occupant of the Premises (other than Sublessee) or their respective agents, employees or contractors; (b) costs to correct any construction defect in the Premises or to remedy any violation of any CC&Rs or law applicable to the Premises, which violation exists on the Commencement Date; (c) leasing commissions; (d) costs of any renovation, improvement, painting or redecorating of any portion of the Premises not made available for Sublessee's exclusive or non-exclusive use; (e) costs incurred in connection with the presence of any toxic or hazardous substances (including, without limitation, asbestos and "PCB's") which are now or hereafter become regulated by any governmental authority or agency thereof ("Hazardous Materials"), except to the extent caused by Sublessee or its agents, employees, contractors or invitees; (f) interest, charges and fees incurred on Sublessor's debt; and (g) costs which could properly be capitalized under generally accepted accounting principles, except to the extent amortized over the useful life of the capital item in question. Sublessor and Sublessee hereby agree that Sublessee's Pro-Rata Share shall be the quotient derived by dividing the number of rentable square feet of the Subleased Premises by 133,500. To the extent that Sublessor notifies Sublessee that any items constituting Additional Rent are due and payable under the Master Lease on a monthly basis, such Additional Rent shall be paid by Sublessee to Sublessor as and when Basic Rent is paid. To the extent that such items constituting Additional Rent are billed from time to time to Sublessor by Master Lessor, such Additional Rent shall be paid by Sublessee to Sublessor within seven (7) days after Sublessee's receipt from Sublessor of an invoice therefor, and Sublessor shall thereupon promptly remit such Additional Rent to Master Lessor. Notwithstanding the foregoing, Sublessee shall not be required to pay any Additional Rent or perform any obligation that is (i) fairly allocable to any period of time prior to the Commencement Date or to any period after the expiration or sooner termination of this Sublease or (ii) payable as a result of Sublessor's failure a default by Sublessor of any of its obligations under the Master Lease, which default is not caused by Sublessee. In addition, Sublessee shall not be required to provide Lessor with timely payment pay for any portion of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address taxes set forth in Section 26 Paragraph 13 of this Sublease Agreementthe Master Lease levied or assessed on (i) the value of any leasehold improvements, alterations or additions made by or for the account of Sublessor or (ii) the value of Sublessor's personal property located on the Premises, unless such leasehold improvements, alterations, additions or personal property are used for the benefit of, or at such place as may be designated by Sublessor. Fixed available for the non-exclusive use of, Sublessee. (B) Except that the first installment of Rent and Additional Charges shall be paid upon execution of this Sublease, Rent shall be payable to Sublessor in lawful money of the United States States, in advance, without prior notice, abatement, demand, or offset, on or before the first day of each calendar month during the term hereof. If any rental period does not constitute a full calendar month, then Rent for that month shall be prorated on a daily basis based upon the calendar month. All Rent shall be paid to Sublessor at the address of specified for notice to Sublessor set forth in Section 26 of this AgreementSECTION 22, below, or to such other person and/or at such other address place as Sublessor may from time to time designate by written notice to Sublessee. No payment . (C) In the event of any damage, casualty, or condemnation affecting the Subleased Premises, Rent payable by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountabated hereunder, but only to the extent that rent under the Master Lease is abated.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent"a) in During the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during Interim Term and the first five twelve (512) months of the Primary Term, Lessee shall pay to Lessor the annual amount set forth in Schedule B and pay Fixed Rent for 20,000 rentable square feet thereafter, during months six (6) through eight (8) the remainder of the Sublease Primary Term and any Extended Term. Sublessee, Lessee shall pay Rent for Lessor an annual amount calculated in accordance with Section 1.05(b) below (the entire Premises (23,575 rentable square feet) beginning on January 1amounts payable by Lessee pursuant to this sentence, 1999“Basic Rent”). Fixed Basic Rent shall be paid by wire transfer or (at Lessee’s option) electronic funds transfer as directed by Lessor or to such other person as Lessor from time to time may designate. Lessor shall give Lessee not less than thirty (30) days’ notice of any change in the account or the address to which such payments are to be made. Such annual rentals shall be payable in equal monthly installments in advance on the first day of each month, with the rental payment for the Initial Term due and payable on the Effective Date. Any rental payment made in respect of a period which is less than one month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in by multiplying the proportion that then-applicable monthly rental by a fraction, the numerator of which is the number of days this Sublease is in effect during such month bears with respect to which rent is being paid and the actual denominator of which is the total number of days in such month. IfLessee shall perform all its obligations under this Lease at its sole cost and expense and shall pay all Basic Rent, based upon Lessor's statement additional rent and any other sum due hereunder when due and payable without notice or demand. (b) Beginning with the first day of actual expenses or an audit performed pursuant to Paragraph 4.2(gthe second year (i.e., the first day of the thirteenth (13th) month) of the Main Lease Primary Term and on the first day of each successive year thereafter (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writingsuch dates each being an “Adjustment Date”), Sublessee has underpaid or overpaid Basic Rent shall be increased as follows: (i) With respect to years two (2) through five (5) of the Primary Term, Basic Rent shall be one hundred two percent (102%) of the Basic Rent from the immediately prior year; and (ii) For the remainder of the Term, Basic Rent shall increase by an amount of Rent owing pursuant equal to the Master Lease product of (A) the percentage change (the “Percentage Change”) between the Price Index (as incorporated into this Subleasedefined below) for the calendar month that is three (3) months prior to the immediately preceding Adjustment Date, and the Price Index for the calendar month that is three (3) months prior to the applicable Adjustment Date, multiplied by (B) Basic Rent in effect immediately prior to the applicable Adjustment Date; provided, however, that (1) the Percentage Change shall never exceed two percent (2%) and (2) the Percentage Change shall not operate to decrease Basic Rent. “Price Index” shall mean the CPIU, U.S. City Average, all items (1982-84 = 100), Sublessee as prepared by the U.S. Bureau of Labor Statistics. Notwithstanding anything herein to the contrary, Basic Rent shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall in no event be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred reduced as a result of Sublessor's failure the application of the Basic Rent adjustment formula described in this Section 1.05(b). In the event that the Price Index ceases to provide Lessor with timely payment of Rent. All Rent paymentsbe published, Operating Expenses its successor index as published by the same governmental agency which published the Price Index shall be substituted and Additional Charges any necessary reasonable adjustments shall be made payable by Lessor and Lessee in order to Sublessor at carry out the address set forth in Section 26 intent of this Sublease AgreementSection 1.05(b). In the event there is no successor index to the Price Index, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges the Lessor shall be paid to Sublessor in lawful money of reasonably select an alternative price index that will constitute a reasonable substitute for the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountPrice Index.

Rent. Sublessee (a) Tenant shall pay to Sublessor rent ("Fixed Rent") Landlord, as rent, the sum identified for each site as set forth in the amounts listed on Exhibit C attached hereto. However, Sublessee C. Rent shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent commence for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed each Site Supplement after Landlord has completed Special Construction as set forth in Exhibit E. Rent shall be paid monthly due annually in advance advance, payable to AT&T Corp., at Landlord's address specified on the first day of each month during the term of this Subleaseinvoice. Fixed RentRent shall be adjusted as described in Paragraph 3, Sublessee's share Site Supplement Term and Renewal. (b) Within 30 days of the Operating Expenses, as defined in Section 4.2 receipt of the Main invoice, Tenant agrees to make payment in full, without deduction or setoff. Payment shall refer to the invoice number. Tenant agrees that any restrictive endorsements, releases, or other statements on or accompanying payments accepted by Landlord shall not be effective. Delinquent payments shall bear interest at the rate of ***** per month, or portion thereof, but not to exceed the maximum lawful rate. (c) Charges under this Master Lease, including all subsequently executed Site Supplements, do not include taxes. Customer agrees to pay any sales, use, or other taxes (exclusive of taxes on Landlord's net income) that may be levied on Landlord in connection with the Tenant's attachments on the Tower and use of the Property, unless Tenant has provided Landlord with a valid tax exemption certificate. (d) If Tenant disputes the amount of Landlord's invoice, Tenant shall notify Landlord in writing within sixty (60) days after the invoice date. Pending resolution of the dispute as outlined in Paragraph 19, Tenant and Landlord shall adhere to all other amounts rights and obligations under this Master Lease. If the dispute is ultimately resolved in the Tenant's favor, Landlord shall issue a credit on Tenant's invoice. ("Additional Charges"e) payable If a Site Supplement is terminated at any time other than due to default by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Tenant Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) as of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount date of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor termination and all prepaid Rents shall be responsible for any Additional Charges due under the Main Lease which is not attributable refunded to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountTenant.

Rent. Sublessee shall (a) Tenant will pay the annual base rent as shown in Exhibit "D" (which in turn is subject to Sublessor rent ("Fixed Rent"Rider #2) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) equal monthly installments in advance beginning on January 1, 1999. Fixed the Rent shall be paid monthly in advance Commencement Date and thereafter on the first day of each month during the term, prorated for any portion of a month. The term of this Sublease. Fixed Rent"rent" includes base rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, additional rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when dueby Tenant under this Lease, whether or not specifically described as rent. Subject to Subsection (b) below, all rent due under this Lease will be paid without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)demand, and without deduction, abatement, counterclaim or setoff offset of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor type in lawful money of the United States U.S. legal tender at the address of Sublessor set forth in Section 26 of this Agreement0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xx Xxxxxxx, XX 00000-0000, Attn: Accounting Dept., or to such other person and/or at such other address or place as Sublessor Landlord may from time to time designate by written notice pursuant to Sublesseethis Lease. No payment Tenant will pay the first month's base rent when it executes this Lease. (b) If and for so long as there is a mortgage loan encumbering the Premises or a loan that is secured by Sublessee the Letter of Credit, at the written request of Landlord or Tenant, Landlord and Tenant will establish a collection account for the receipt and disbursement of base rent. In such event, Tenant will pay the base rent as and when required each month into this collection account, and the collection agent promptly will disburse from such amount an amount sufficient to pay debt service and any other amounts owed to the mortgage lender and/or the lender of the loan secured by Sublessor the letter of any lesser amount than credit, with the amount stipulated balance being disbursed to Landlord. The collection agent and the terms of this collection account will be paid hereunder shall subject to the mutual written approval of Landlord and Tenant, which approval will be deemed other than based on accountcustomary terms for such agreement and will not be unreasonably withheld or delayed. The parties agree to the Bank of America or the Bank of Boston as collection agent, and to a collection agreement in form substantially similar to the one attached as Exhibit "B-1."

Rent. Sublessee shall pay to Sublessor (a) The basic rent ("Fixed Rent") in upon the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) commencement of the Sublease (the “Basic Rent”) due hereunder from Subtenant to Sublandlord shall be One Hundred and Nine Thousand, One Hundred and Sixty Five Dollars ($109,165) per annum, payable in equal monthly installments of Nine Thousand and Ninety Seven Dollars and Ten Cents ($9,097.08), each such installment being payable in advance on or before the first day of each calendar month throughout the Term. Sublessee, shall pay Rent for In the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance event the Term of the Sublease starts other than on the first day of a month, the Basic Rent for such partial month shall be prorated and calculated at a daily rate. On the first anniversary of the Sublease Commencement Date and continuing on each month anniversary thereafter, Subtenant’s Basic Rent shall be increased by four and one half percent (4.5%) There shall be no other escalations or pass-throughs to Subtenant during the term of this Sublease. Fixed RentSublease Term. (b) Basic Rent shall include, Sublessee's share of and Subtenant shall not be separately responsible for, the Operating Expenses, Additional Rent (as defined in Section 4.2 3 of the Main Lease, ) or other operating expenses or real estate taxes due under the Lease. (c) All rent due and all other amounts ("Additional Charges") payable by Sublessee to Sublessor Subtenant under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when duemade payable to Sublandlord and shall be delivered to its offices or to such other place as Sublandlord may designate by written notice to Subtenant. All such rent shall be payable without notice, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)demand, and without deduction, abatement, counterclaim or setoff offset. Notwithstanding any provision of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee Sublandlord shall (as applicable) continue to pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges Landlord all rent as and when due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, (including, without limitation, Additional Charges incurred as all rent under the Lease for the Sublet Premises). (d) Notwithstanding anything herein to the contrary, in the event of a result default by Sublandlord under the Lease, Sublandlord hereby irrevocably authorizes and directs Subtenant to pay to Landlord, upon demand and notice from Landlord of Sublessor's failure the right to provide Lessor with timely receive such rent and other amounts, all of the rent and other amounts payable and hereafter becoming payable under this Sublease. Subtenant shall rely upon such demand and notice, and Sublandlord shall have no right or claim against Subtenant for any such rent and other amounts paid to Landlord pursuant thereto. In no event shall Landlord be obligated to make such demand for direct payment of Rentsuch amounts from Subtenant. (e) If Subtenant fails to pay rent hereunder within five (5) days after such rent becomes due and payable, Subtenant shall pay to Sublandlord a late charge of five percent (5%) of the amount of such overdue rent. All Rent paymentsIn addition, Operating Expenses any such late rent payment shall bear interest from the date such rent became due and Additional Charges payable to the date of payment thereof by Subtenant at the rate of 5% per annum. (f) Simultaneously with the execution of this Sublease, Subtenant shall deposit with Sublandlord, in the form of cash, a security deposit in the amount of $9,097.08 (the “Security Deposit”), which shall be made payable held by Sublandlord without obligation for interest, as security, for the performance of Subtenant’s obligations and covenants under this Sublease. It is expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Sublandlord’s damages in case of an event of default by Subtenant. If an event of default by Subtenant shall occur or if Subtenant fails to Sublessor at surrender the address set forth Sublet Premises in Section 26 the condition required by this Sublease, Sublandlord shall have the right (but not the obligation), and without prejudice to any other remedy which Sublandlord may have on account thereof, to apply all or any portion of the Security Deposit to cure such default or to remedy the condition of the Sublet Premises. If Sublandlord so applies the Security Deposit or any portion thereof before the expiration date or earlier termination of this Sublease, Subtenant shall deposit with Sublandlord, upon demand, the amount necessary to restore the Security Deposit to its original amount. Although the Security Deposit shall be deemed the property of Sublandlord, any remaining balance of the Security Deposit shall be returned to Subtenant within thirty (30) days after the Expiration Date or earlier termination of this Sublease Agreement, or at such place as may be designated by Sublessorthat all of Subtenant’s obligations under this Sublease have been fulfilled. Fixed Rent and Additional Charges Sublandlord shall be paid to Sublessor in lawful money conduct a “Post Move Out Inspection” of the United States at Sublet Premises within fifteen (15) days after the address of Sublessor set forth in Section 26 Expiration Date or earlier termination of this AgreementSublease. Notwithstanding anything herein to the contrary, Landlord shall not be responsible in any way for maintaining, returning or to such applying the Security Deposit hereunder and Subtenant expressly waives any claims against Landlord regarding the Security Deposit. (g) To assist Subtenant with offsetting relocation, construction and other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than related expenses, Sublandlord will fully axxxx the amount stipulated to be paid hereunder shall be deemed other than on accountfirst two (2) months rent; therefore, rent commencement will begin September 1, 2005.

Rent. (a) Sublessee shall hereby agrees to pay to Sublessor rent as follows ("Fixed the “Rent"”): (b) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid payable monthly in advance on the first day of each calendar month during included in the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable Term by Sublessee to Sublessor under at the provisions office of this Sublease Sublessor set forth in Section 16(b) (or the provisions of the Main Lease shall be paid promptly when duesuch other place as Sublessor may designate in writing), without prior notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, any abatement, counterclaim deduction or setoff of any amount for any reason whatsoeversetoff. Rent for any partial month at the beginning or end of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to based upon the actual number of days of such month included in such monththe Term, unless otherwise provided in this Sublease. IfNotwithstanding the foregoing, based upon Lessor's statement the payment of actual expenses or an audit performed pursuant to Paragraph 4.2(g) Rent for the first month of the Main Lease (which audit Sublessor agrees to have performed, at Term shall be due upon Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount ’s execution of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), . (c) Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment orall Rent when due, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States which shall be legal tender for the payment of all debts, public and private, at the address time of payment. All sums due and payable as Rent shall from and after the date which is ten (10) days after the due date bear interest at 10%, but in no event in excess of the maximum rate, if any, allowed by law. All interest accrued under this subsection as hereinabove provided shall be deemed to be additional rent payable hereunder and due at such time or times as the Rent with respect to which such interest shall have accrued shall be payable under this Sublease. (e) Sublessee shall pay $8,920.33 as security deposit, which shall be held by Sublessor set forth in Section 26 as security for the full and punctual performance by Sublessee of all of the terms of this AgreementSublease. In the event Sublessee defaults in the performance of any of the terms of this Sublease, or to such other person and/or at such other address as Sublessor may from time apply the whole or any part of the security deposit to time designate the extent required for the payment of (i) any Rent or (ii) any sum which Sublessor may expend or may be required to expend by written notice reason of Sublessee’s default, including without limitation, any damages or deficiency in the reletting of the Sublease Premises. Upon each such application, Sublessee will, on demand, pay to SublesseeSublessor the sum so applied, which shall be added to the security deposit so that the same shall be restored to the amount first deposited with Sublessor. No If Sublessee shall fully and punctually comply with all of the terms of this Sublease, the amount of the security deposit, without interest, shall be returned to Sublessee within 30 days after the termination of this Sublease, delivery of exclusive possession of the Sublease Premises to Sublessor and the payment by Sublessee or receipt by to Sublessor of any lesser amount than Rent owed hereunder. (f) Notwithstanding the amount stipulated to be paid hereunder foregoing, in the event Sublessee requests any extra or additional services from Landlord or Sublessor, Sublesee shall be deemed other than on accountsolely responsible for the cost of any such extra or additional services.

Rent. Sublessee (a) Subtenant shall pay to Sublessor rent (Sublandlord, throughout the Sublease Term, 57.33% of the "Fixed Rent" per annum provided to be paid with respect to the Additional Space pursuant to the Amendment (the ") Base Rent"). The Base Rent shall be payable by Subtenant to Sublandlord, in advance, in equal consecutive monthly installments which are due and payable on or before the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such date that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first is five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on business days preceding the first day of each calendar month during the term of this Sublease. Fixed RentSublease Term. (b) Subtenant shall also pay to Sublandlord, Sublessee's share of throughout the Operating Expenses, Sublease Term as defined in Section 4.2 of the Main Lease, and all other amounts additional rent ("Additional ChargesRent"), all additional rent and other charges due under the Lease which is attributable to the Subleased Premises. The additional rent and other charges which is attributable to the Subleased Premises shall be (i) 57.33% of the amounts set forth in the Amendment, and (ii) to the extent not set forth in the Amendment shall be determined by dividing the total payments payable by Sublessee to Sublessor Sublandlord under the provisions of this Sublease or Lease by the provisions rentable square feet of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from Premises and multiplying the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that quotient by the number of days this Sublease is rentable square feet in effect during such month bears to the actual number of days in such monthSubleased Premises. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor Subtenant shall be responsible for both any estimated payments of Additional Charges due under the Main Lease Rent and any reconciliation payments of Additional Rent which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be are payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure Sublandlord pursuant to provide Lessor with timely payment of Rentthe Lease. All Rent payments, Operating Expenses and Additional Charges Appropriate prorations shall be made payable with respect to Sublessor at any partial calendar years included in the address set forth Sublease Term. Sublandlord shall notify Subtenant of any such estimated amounts and any reconciliation amounts promptly upon Sublandlord's receipt of notice from Landlord of the amounts due with respect to the entire Premises. Subtenant shall make all Additional Rent payments to Sublandlord upon demand. (c) Subtenant shall be solely responsible for any costs or charges attributable to the Subleased Premises during the Sublease Term for items such as damage repair, extra or after-hours HVAC service, extra janitorial services, excess electrical consumption, light bulb replacement and the like. Subtenant shall also pay any and all tax due with respect to Rent (as such term is hereinafter defined) pursuant to the laws of New York and/or any political subdivision thereof; provided, however, that Subtenant shall not be responsible for the payment of any tax levied on Sublandlord that is in Section 26 the nature of an income tax. (d) The Base Rent, Additional Rent and all charges due by Subtenant under subparagraph (c) of this Article "3" are collectively referred to in this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account"Rent".

Rent. Sublessee shall 3.1 Tenant agrees to pay to Sublessor rent ("Fixed Rent") Landlord the Annual Rent in effect from time to time by paying the amounts listed Monthly Installment of Rent then in effect on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on or before the first day of each full calendar month during the term Term. The Monthly Installment of this Sublease. Fixed Rent, Sublessee's share Rent in effect at any time shall be one-twelfth (1/12) of the Operating Expenses, as defined Annual Rent in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoevereffect at such time. Rent for any partial period during the Term which is less than a full month shall be a prorated portion of the Sublease Term shall be prorated in Monthly Installment of Rent based upon the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges Said rent shall be paid to Sublessor in lawful money of the United States Landlord, without deduction or offset and without notice or demand, at the address of Sublessor Rent Payment Address, as set forth in Section 26 of this Agreementon the Reference Pages, or to such other person and/or or at such other address place as Sublessor Landlord may from time to time designate in writing. If an Event of Default occurs, Landlord may require by written notice to SublesseeTenant that all subsequent rent payments be made by an automatic payment from Tenant's bank account to Landlord's account, without cost to Landlord. No Tenant must implement such automatic payment system prior to the next scheduled rent payment or within ten (10) days after Landlord's notice, whichever is later. Unless specified in this Lease to the contrary, all amounts and sums payable by Sublessee or receipt by Sublessor Tenant to Landlord pursuant to this Lease shall be deemed additional rent. 3.2 Tenant recognizes that late payment of any lesser Monthly Installment of Rent or other sum invoiced by Landlord under this Lease will result in administrative expense to Landlord, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Tenant therefore agrees that if rent or any other sum is not paid when due and payable pursuant to this Lease, a late charge shall be imposed in an amount than equal to the greater of: (a) Fifty Dollars ($50.00), or (b) five percent (5%) of the unpaid rent or other payment. The amount stipulated of the late charge to be paid hereunder by Tenant shall be deemed reassessed and added to Tenant's obligation for each successive month until paid. The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other than payments on accountor before the date on which they are due, nor do the terms of this Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this Lease in the event said rent or other payment is unpaid after date due.

Rent. Sublessee Subtenant shall pay to Sublessor rent Sublandlord the Monthly Base Rent ("Fixed Rent") pro rated in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into case of any partial calendar month at the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months beginning or end of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) based upon the actual number of days in the Sublease Termmonth), without deduction, offset, notice, or demand, at Sublandlord's Address, or at such other place as Sublandlord shall designate from time to time by notice to Subtenant. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Monthly Base Rent shall be paid monthly for each calendar month occurring during the term in advance on two (2) business days prior to the first day of each the calendar month during to which such Monthly Base Rent is attributable, provided that the term installment of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Monthly Base Rent for any partial the second full calendar month of the Sublease Term shall be prorated 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 proportion that Subleased Premises not being ready for occupancy by April 1, 2002 because of such delay in issuing the number 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 is in effect during such month bears addition to Base Rent shall be deemed "Additional Rent," and Base 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. The Monthly Base Rent for the fourth year of the term commencing on April 1, 2005 shall be adjusted to the actual number of days then Fair Market Base Rental as defined in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(gSection 38(a) of the Main Lease (which audit Sublessor agrees to have performedMaster Lease; provided, at Sublessee's expensehowever, if requested 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 Tenant shall endeavor to agree upon the 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 Sublessee 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 the two 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, 2005. Each party shall pay the fee of the broker which it selected and one half of the fee of the third. On April 1, 2006 and April 1, 2007, the Monthly Base Rent for the succeeding year shall be increased (but not decreased) in writing), Sublessee has underpaid or overpaid accordance with the amount change in the cost of Rent owing pursuant living according to the provision of Section 35 of the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay with appropriate adjustment to Sublessor the amount terms of such underpayment or, Sublessor shall pay that section to Sublessee correspond to the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses dates and Additional Charges shall be made payable to Sublessor at the address time periods set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessorparagraph. Fixed At no time shall the Monthly Base Rent and Additional Charges shall be paid exceed that charged to Sublessor in lawful money of Sublandlord under the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountMaster Lease.

Rent. Sublessee Lessee shall pay rent to Sublessor rent Lessor (or to an Assignee as "Fixed Rent"Assignee" is defined in Section 16 of this Agreement) in the amounts listed on Exhibit C attached heretoand by the dates as set forth in each Schedule ("Rent"). HoweverUnless otherwise explicitly provided in a Schedule, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed each monthly installment of Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent payable under each Schedule shall be paid monthly in advance due on the first business day of each the month during in which said payment is to be made. Lessee shall pay all Rent as due when due without demand, invoice or notice. If any payment due under a Schedule (including, but not limited to, Rent) is not paid within ten (10) days after the term of this Sublease. Fixed Rentdue date thereof, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Lessee shall pay to Sublessee Lessor a late charge on such overdue payment for the amount period of such overpayment. If Sublessor shall be responsible for any Additional Charges due under time during which it is overdue at a rate equal to the Main Lease which is not attributable to Sublessee's use or occupancy lesser of (a) ten percent (10%) plus the current prime rate of interest as set forth in the Money Rates section of the Premises, no such Additional Charges shall be payable Wall Street Journal on the due date or (b) the maximum rate of interest permitted by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rentlaw. All Rent payments, Operating Expenses and Additional Charges other payments due and payable under each Schedule shall be made payable to Sublessor Lessor at the its address set forth in Section 26 of this Sublease Agreementshown above, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor Lessor may designate from time to time designate by written notice to Sublesseetime. No payment by Sublessee 4. NET LEASE. EACH SCHEDULE SHALL BE A TRIPLE NET LEASE WHEREBY LESSEE SHALL PAY ALL TAXES, MAINTENANCE, INSURANCE AND OTHER COSTS AND EXPENSES AS MORE FULLY SET FORTH IN THIS AGREEMENT. LESSEE'S OBLIGATIONS TO PAY ALL RENT AND OTHER SUMS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER. If any of the Equipment is unsatisfactory for any reason, Lessee shall make any claim solely against the manufacturer and/or sellers of the Equipment and shall, nevertheless, pay Lessor or receipt by Sublessor of any lesser amount than its successors or Assignees (as defined in Section 16) all amounts due and payable under the amount stipulated to be paid hereunder shall be deemed other than on accountSchedule for said Equipment. 5.

Rent. Sublessee shall In consideration of this lease, Tenant promises and agrees to pay to Sublessor rent ("Fixed Rent") in landlord the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent Basic Rental without deduction or setoff except as herein provided for 15,000 rentable square feet during the first five (5) months each month of the entire Lease Term, . Rent due for the period beginning 12/15/94 11/30/95 shall be payable by Tenant to Landlord one half upon lease execution and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) one half upon commencement of the Sublease Lease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feetSee also Section 40.1. and a monthly installment as outlined in Section 1(e) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance due and payable without demand beginning on the first day of the calendar month following the expiration of the first full calendar month of the Lease Term and continuing thereafter on or before the first day of each succeeding calendar month during the term of this Subleasehereof. Fixed Rent, Sublessee's share Rent for any fractional month at the beginning of the Operating Expenses, as defined in Section 4.2 Lease Term shall be prorated based on one three hundred sixtieth (1/360) of the Main Leasecurrent annual basic rent for each day of the partial month this lease is in effect and shall be due and payable upon written notice from Landlord to Tenant. In the event any installment of the Basic Rental, and all or any other amounts sums which become owning by Tenant to Landlord under the provisions hereof are not received within five ("Additional Charges"5) payable days after the due date thereof (without in any way implying Landlord's consent to such late payment). Tenant, to the extent permitted by Sublessee law, agrees to Sublessor under pay, in addition to said installment of the basic rental or such other sums owed, a late payment charge equal to ten percent (10%) of the installment of the Basic Rental or such other sums owed. Notwithstanding the foregoing, the foregoing late charges shall not apply to any sums which may have been advanced by Landlord to or for the benefit of Tenant pursuant to the provisions of this Sublease or the provisions of the Main Lease lease, it being understood that such sums shall be paid promptly when duebear interest, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor Tenant hereby agrees to have performedpay to Landlord, at Sublessee's expense, if requested the maximum rate of interest permitted by Sublessee in writing), Sublessee has underpaid law to be charged Tenant for the use or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount forbearance of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountmoney.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay A. The Fixed Rent for 15,000 rentable square feet during the Sublease Term shall be Five Hundred Forty-Seven Thousand Six Hundred Forty-Two Dollars and 72/100 ($547,642.72) per annum and shall be payable monthly, in advance, on the first five (51st) months day of each calendar month, in equal monthly installments of Forty-Five Thousand Six Hundred Thirty-Six Dollars and 89/100 ($45,636.89). B. Subtenant shall pay the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance in equal monthly installments on the first day of each calendar month during the term Term, provided that Subtenant shall pay the first installment of Fixed Rent when Subtenant executes this Sublease. For any partial calendar month during the Sublease Term, the Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Rent shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that apportioned based upon the number of days this Sublease is in effect during such month bears to the actual number of days in such partial month. If. C. As additional rent, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) Subtenant shall pay 75.25% of the Main Lease cost of all utilities for the Premises including, but not limited to, the cost of water and power, gas, heating, lighting, air conditioning and ventilating for the Premises and all maintenance and janitorial expenses incurred by Sublandlord for the Premises. Within ten (which audit Sublessor agrees 10) days of the end of each month, Sublandlord shall deliver a statement to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid Subtenant detailing Subtenant’s portion of the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor maintenance and janitorial expenses and utilities; and Subtenant shall pay such statement within thirty (30) days of receipt from Sublandlord. Until December 31, 2004, maintenance and janitorial additional rent shall be Ten Thousand One Hundred Thirty-Four Dollars ($10,134.00) per month, prorated for October. Subtenant shall pay the cost of any separate metering or submetering necessary to Sublessee satisfy any legal requirements, in which case the amount of such overpaymentpercentage set forth in this Subparagraph C shall be equitably adjusted. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable Sublandlord intends to Sublessee's use or occupancy vacate its portion of the Premises, no Sublandlord will notify Subtenant of the date of such Additional Charges vacating. Subtenant shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result solely responsible for one hundred percent (100%) of Sublessor's failure utilities thereafter and will take whatever actions are necessary to provide Lessor establish accounts directly with timely payment of Rent. utility providers. D. All Rent payments, Operating Expenses and Additional Charges payments called for under this Sublease shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the Sublandlord’s address of Sublessor set forth in Section 26 of this AgreementFacilities Service Group, 0000 Xxxxxx Xxxxx, M/C 000-000-000, Attn: Real Estate Services or to such other person and/or at such other address as Sublessor Sublandlord may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountdesignate.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent"a) in Commencing on the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, Commencement Date and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first (1st) day of each month during thereafter and continuing until the term Initial Expiration Date, Subtenant shall pay to Sublandlord, for the use of Premises, annual “Base Rent” at a rate of Two Dollars and Sixty Cents ($2.60) per square foot of Rentable Area, for a total monthly amount of Eighteen Thousand Two Hundred Ninety Eight Dollars and Eighty Cents ($18,298.80). (b) Subtenant shall pay as “Additional Rent” any late fees and charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. Fixed The Parties hereby acknowledge and agree that notwithstanding anything herein to the contrary, in no event shall the Additional Rent payable by Subtenant hereunder be deemed to include Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as contemplated under Section 6.2 of the Lease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, such language shall be disregarded and deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, Additional Rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Subtenant hereunder (collectively, “Rent”), shall be paid promptly by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Sublandlord at the following address: Accesia, Inc. c/o The Xxxxxxxx Organization, 0000 Xxxxxxxxx Xxxxxx XX, Xxxxxx, Xxxx 00000, or to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the Sublease Term shall be due and payable in advance, on or before the first (1st) day of each month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, without Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice or demand therefor of such late payment for the first late payment in any twelve (unless Sublessor receives notice or demand therefor 12) month period and after Subtenant has not cured such late payment within three (3) days from receipt of such notice. No other notices will be required during the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount following twelve (12) months for any reason whatsoevera late charge to be incurred. Rent for any partial month of during the Sublease Term shall be prorated in by dividing the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. If, based upon Lessor's statement Concurrently with the execution of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Subtenant shall pay to Sublessee Sublandlord Base Rent for the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 first month of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSublease.

Rent. Sublessee (a) Commencing on the Commencement Date and during the Term of this Lease, Tenant shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. HoweverLandlord, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States States, at the Landlord's address of Sublessor set forth in Section 26 of this Agreement, above or at such other place or to such other person and/or at such other address as Sublessor may Landlord from time to time designate may designate, the rental provided for in Exhibit C attached hereto and by written notice reference made a part hereof which is then applicable (such rental being herein called "Basic Rent"). Basic Rent shall be payable by Tenant in installments in the amounts provided for in Exhibit C and be due and payable on the first day of the month in the months provided for in Exhibit C (herein called "Payment Dates"). (b) All sums, liabilities, obligations and other amounts which Tenant is required to Sublesseepay or discharge pursuant to this Lease in addition to Basic Rent [other than any amount payable as liquidated damages pursuant to Section 19(b)(ii)(B)], as defined herein, together with any interest, penalty, or other sum which may be added for late payment thereof, shall constitute additional rent hereunder (herein called "Additional Rent"). No payment by Sublessee or receipt by Sublessor In the event of any lesser amount than failure on the amount stipulated part of Tenant to be pay or discharge any of the foregoing, after notice as provided in Section 19(a)(i)(A), Landlord shall have all rights, powers and remedies provided for herein (or by law or equity or otherwise) in the case of nonpayment of Basic Rent. Tenant may pay Additional Rent directly to the person entitled thereto as long as Tenant is not in default hereunder, beyond the applicable cure period. Tenant will pay to Landlord, on demand, interest at the rate of twelve percent (12%) per annum on (i) overdue installments of Basic Rent, from the seventh (7th) day after the Payment Date, until the date on which such installment of rent is paid, and (ii) any amounts which Landlord shall have paid hereunder and which shall be deemed other than on accountpayable by Tenant as Additional Rent, from the date of payment thereof by Landlord until repaid to Landlord by Tenant. The security deposit has been intentionally deleted from this Lease.

Rent. Sublessee shall pay to Sublessor (a) The rent reserved under this lease (the "Fixed Rent") in for the amounts listed term hereof shall commence to accrue on Exhibit C attached hereto. However, Sublessee the Commencement Date and shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay be: (i) Annual Fixed Rent for 15,000 rentable square feet during For the first five First Year, $125,200.00 (5ii) months of the Term, and pay Annual Fixed Rent for 20,000 rentable square feet during months six For the Second Year, $132,700.00 (6iii) through eight Annual Fixed Rent For the Third Year, $140,200.00 (8) iv) Annual Fixed Rent For the Fourth Year, $147,700.00 (v) Annual Fixed Rent For the Fifth Year, $155,200.00 (vi) such other sums of money as shall become due and payable by the Sublease Term. SublesseeTenant to the Landlord as provided in this lease, shall pay Rent for the entire Premises such other sums of money to be deemed to be additional rent whether or not such sums of money are designated as such hereunder. (23,575 rentable square feetb) beginning on January 1, 1999. Fixed The Rent shall be paid to the Landlord at its address specified in Section 27, or at such other place as the Landlord may from time to time designate, in lawful money of the United States of America, as and when the same shall become due and payable and without abatement or offset and without notice or demand therefor. (c) The annual Fixed Rent for each lease year shall be payable in equal monthly installments in advance on the first day of each and every calendar month during each lease year. If the Commencement Date is other than the first day of the calendar month, the first monthly installment of the Fixed Rent shall include a pro rata installment of Fixed Rent for the period from the Commencement Date to the last day of the month in which the Commencement Date occurs based upon the Fixed Rent payable during the term hereof. Initials _________ (Landlord) _________ (Tenant) (d) If the Tenant fails to pay within ten (10) days after the same is due and payable any installment of Fixed Rent or any additional rent to be paid by the Tenant to the Landlord as provided in this Subleaselease, such unpaid amount shall bear interest from the due date thereof to the date of payment at the rate equal to the lesser of (i) twelve percent (12%) per annum, or (ii) the maximum rate permitted by applicable law. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease Such interest shall be paid promptly when dueby the Tenant to the Landlord on the earlier to occur of A) at the time that the Tenant pays to the Landlord the installment of Fixed Rent or the additional rent upon which such interest shall have accrued or (B) five (5) days after written demand therefor. (e) As used herein, without notice or demand therefor the term "lease year" shall mean the period commencing on the Commencement Date and ending on the last day of the calendar month in which occurs the day preceding the first (unless Sublessor receives notice or demand therefor from 1st) anniversary of the Lessor under the Main Lease)Commencement Date, and without deduction, abatement, counterclaim or setoff each period of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. twelve (12) consecutive calendar months thereafter. (f) If, based upon Lessor's statement on the Grand Lists of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed10/1/95, at Sublessee's expense10/1/96, if requested by Sublessee in writing)10/1/97, Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease)10/1/98 and 10/1/99, Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of SublessorTenant's failure use of the Demised Premises, the City of New Britain provides real property tax abatement for the Demised Premises, the rent reserved in Section 2(a), above, will be reduced by an amount equal to provide Lessor with timely payment the amount of Renttax abatement received, but in no event less than Six Thousand Dollars ($6,000.00) per year for the 2nd through the 5th year of the Term, and the first year of the first renewal term of this Lease. All Rent payments, Operating Expenses The parties agree to execute an amendment to this Lease establishing the fixed annual rent in the event of such tax abatement and Additional Charges shall be made payable to Sublessor at establish the address annual fixed rent for the renewal terms set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent Sections 3 (a) and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account(b).

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall commence on the Commencement Date (as defined herein). The monthly rent shall be paid monthly payable in advance on the first day of each calendar month during as follows: Base Rent: Months 01-12 $1.40 per square foot per month NNN ($35,000.00 per month) Months 13-24 $1.45 per square foot per month NNN ($36,250.00 per month) Months 25-36 $1.50 per square foot per month NNN ($37,500.00 per month) Sublessee shall pay Sublessor upon the term execution hereof the sum of this Sublease. Fixed Rent, Sublessee's share Thirty-five Thousand Dollars ($35,000.00) as rent for the first month of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoeverTerm. Rent for any partial period during the term hereof which is less than one month shall be a pro-rata portion of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears monthly installment. In addition to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing)base rent, Sublessee has underpaid or overpaid the amount of Rent owing pursuant to shall pay as additional rent ("Additional Rent") within three (3) days after demand all other amounts payable by Sublessor under the Master Lease (as incorporated into this Sublease), other than the Monthly Rent referred to in paragraph 1.9 of the Lease) which are incurred at the request of Sublessee or which are applicable to the Premises. It is the intent of the parties that Sublessee shall (as applicable) pay all costs and expenses relating to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due Premises which arise under the Main Lease which is Master Lease, whether or not attributable such costs and expenses are specifically referred to Sublessee's use or occupancy of the Premises, no such Additional Charges herein. Rent shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at States, without prior notice, demands, or offset. In the address event of any casualty or condemnation affecting the Premises, rent payable by Sublessee shall be abated hereunder, but only to the extent that rent under the Master Lease is abated with respect to the Premises. Sublessee waives any right to terminate the Sublease in connection with such casualty or condemnation except that to the extent such right is granted Sublessor set forth in Section 26 under the Master Lease, Sublessee shall have the same right with respect to the termination of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSublease.

Rent. Sublessee shall Subject to the terms and conditions hereof, Tenant covenants and agrees to pay to Sublessor rent Landlord Base Rent ("Fixed Rent"herein so called) at the annual rate of Four Hundred Ninety-Five Thousand Four Hundred Eleven and 48/100 Dollars ($495,411.48), which is the product of Nine and 25/100 Dollars ($9.25), and the number of square feet of rentable area contained in the amounts listed on Exhibit C attached heretoPremises. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Base Rent shall be paid payable in equal monthly in advance on the first day installments of each month during the term of this SubleaseForty-One Thousand Two Hundred Eighty-Four and 29/100 Dollars ($41,284.29) each. Fixed Rent, Sublessee's share All Base Rent with respect to any portion of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges Premises shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States of America with the monthly installments due on the first business day of each calendar month in advance at the address office of Sublessor set forth in Section 26 of this Agreementthe Landlord, or to such other person and/or recipient or at such other address place as Sublessor may from time to time Landlord shall designate by written notice to SublesseeTenant, without prior demand therefor and without any deduction or set-off whatsoever. No payment by Sublessee or receipt by Sublessor Tenant hereby covenants and agrees to pay the Base Rent hereby reserved as and when due, together with all other sums of any lesser amount than the amount stipulated money, rental adjustments, charges and other amounts required to be paid hereunder by Tenant to Landlord to another person under this Lease ("Additional Rent"). Such Base Rent and Additional Rent are hereinafter collectively referred to as "Rent." This covenant to pay Rent shall be deemed independent of any other than covenant set forth in this Lease. In the event Tenant fails to pay Rent within ten (10) days after such is due and payable, such amount with interest thereon from the date due at a rate equal to the then current annual prime rate plus two percent (2%) charged by Zion Bank, Salt Lake City, Utah, to its most creditworthy customers (provided such rate does not exceed any limitations imposed by law, in which event the interest rate shall be that which is the highest rate permitted by law), shall be included as Additional Rent payable by Tenant on accountdemand by Landlord; provided, however, that Landlord's receipt of any such Additional Rent shall not be a waiver of Tenant's default, nor shall such receipt affect any other remedy of Landlord hereunder.

Rent. The Sublessee shall covenants and agrees to pay to the Sublessor, or as the Sublessor rent ("Fixed Rent") may in writing direct, in lawful money of Canada, without any claim, set-off, compensation or deduction whatsoever, the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months aggregate of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six following sums: (6a) through eight  dollars (8) $) being rent in respect of each year or part of a year of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly Term as set out in Schedule C and payable in advance on the first day date of each month during this Sublease; and (b) Additional Rent, which shall be payable as and when required pursuant to the term terms and conditions of this Sublease. Fixed Rent, Sublessee's share The Sublessor has been advised by its legal counsel that the sublease of the Operating ExpensesLeased Premises is not subject to Goods and Services Tax (“GST”). If it is determined that the disposition by the Sublessor to the Sublessee of the sublease interest in the Leased Premises is subject to GST, the Lessor will pay the GST 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 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, the Sublessee will pay to the Sublessor such GST amounts, when due, as defined in Section 4.2 Additional Rent. Any purported set-off, withholding or deduction of Rent by the Main LeaseSublessee shall be deemed to be a breach of this Sublease, and all other amounts ("Additional Charges") payable by Sublessee entitle the Sublessor, at its option, to Sublessor under the provisions of exercise any right or remedy available to it pursuant to this Sublease or at law. The Sublessee will have no right to a refund of, and the provisions Sublessor will not be liable to the Sublessee for refunding, any Rent in the event of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff termination of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. (a) Commencing on the Commencement Date and continuing throughout the term of this Sublease, Sublessee shall pay to Sublessor rent monthly Basic Rent (the "Fixed Basic Rent") in the amounts listed on Exhibit C attached hereto. Howeverfollowing amounts: Period Amount ------ ------ Month 01-03 $17,250.00 Month 04-12 $40,200.00 Month 13-24 $36,000.00 Month 25-34 $37,500.00 (b) In addition to Basic Rent, Sublessee shall phase into pay to Sublessor thirty nine percent (39%) of all amounts due from Sublessor to Prime Landlord pursuant to the PremisesPrime Lease, effective May 1, 1998, on a stepped basis such that excepting Base Monthly Rent (the Sublessee shall only pay Fixed "Additional Rent"). Such Basic Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Additional Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed referred to herein as "Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ." ("Additional Charges"c) payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States States, in advance, without prior notice, demand, or offset, on or before the first day of each calendar month during the term hereof. All Rent shall be paid to Sublessor at the address specified for notice to Sublessor in Section 16, below. If the Commencement Date does not fall on the first day of a calendar month, Rent for the first month shall be prorated on a daily basis based upon a thirty day calendar month. (d) Upon execution of this Sublease, Sublessee shall pay to Sublessor the sum of Seventeen Thousand Two Hundred Fifty and 00/100 Dollars ($17,250.00), constituting payment in advance of the first month's Rent, together with the Security Deposit, as set forth in Section 26 5 below. (e) In the event of this Agreementany casualty or condemnation affecting the Premises, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment Rent payable by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountabated hereunder, but only to the extent that Rent under the Prime Lease is abated, and Sublessee waives any right to terminate the Sublease in connection with such casualty or condemnation except to the extent the Prime Lease is also terminated as to the Premises or any portion thereof.

Rent. Sublessee Tenant shall pay Basic Rental to Sublessor Landlord without demand, deduction or set off, for each month of the entire Lease term. Until further notice, payments are due at the address set out in this Lease document. Tenant shall, contemporaneously with the execution of this Lease, pay Landlord the following: (i) the security deposit set out in paragraph 1(f) above and (ii) an initial one-and-one-half months installment of rent ("Fixed Rent") as defined in paragraph 1(e)). A monthly installment in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5defined in paragraphs 1(e) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent above shall be paid monthly in advance due and payable on or before the first day of each succeeding calendar month during the Lease term. Rent for any fractional month at the beginning or end of the Lease term shall be prorated. The security deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the deposit shall not be considered an advance payment of any rental or a measure of Landlord's damages in case of default by Tenant. If Tenant fails to timely pay any sums due under this Lease or defaults in its obligations under this Lease, Landlord may, from time to time, without prejudice to any other remedy, use the security deposit to the extent necessary to make good any arrearages of Basic Rental or any damage, injury, expenses or liability to Landlord. Following any such application of the security deposit, Tenant shall immediately pay to Landlord, on demand, the amount so applied in order to restore the security deposit to its original amount. 30 days after termination of this Lease and vacating of the Premises by Tenant, Landlord shall return any remaining balance of the security deposit to Tenant so long as Tenant has full performed its obligations under this Lease and provided Landlord with written notice of its forwarding address. If Landlord transfers its interest in the Premises during the Lease term, Landlord may assign the security deposit to the transferee and thereafter shall have no further liability for the return of such security deposit. Time is of the essence as to all required payments by Tenant under any provision of this Lease. If any monthly installment of Basic Rental is not received by the Landlord on or before the 5th day of the month for which said monthly rental installment is due, a service charge of 10% of the delinquent installment shall become due and payable in addition to the monthly installment owed. The date that a check is dated or mailed is not relevant in determining Tenant's liability for a late fee; Landlords accounting records are the determining record of the date of receipt of a rent payment. The service charge is for the purpose of reimbursing Landlord for the extra costs and expenses incurred in connection with the handling and processing of late monthly rental. If the delinquent amount is not paid by the 1st day of the following month, then the delinquent amount (not including the service charge) shall bear interest at the lesser of: (1) 18 per cent per annum, or (2) the maximum lawful contract rate. Such interest shall begin to accrue on the 1st of the month following the delinquency and continue until payment of the delinquent amount is made. If any check that is tendered to Landlord by Tenant for any charges due under this Lease is returned to Landlord by Tenants financial institution for any reason (including but not limited to absence of Tenants signature, insufficient funds, stop payment, or closed account) then, in addition to any other liability of Tenant for the amount of the check, Tenant shall be liable to Landlord for a service fee of $50.00 for each returned check. Landlord has no obligation to redeposit any check that is returned for any reason and Tenant shall immediately cure the non-payment that has resulted from the returned check. If Landlord receives 2 or more returned checks during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and then Landlord may require that all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor future payments from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall Tenant be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountcashiers check.

Rent. Sublessee shall In consideration of this lease, Tenant promises and agrees to pay to Sublessor rent ("Fixed Rent") in Landlord the amounts listed on Exhibit C attached hereto. HoweverBasic Monthly Rental without demand, Sublessee shall phase into the Premisesdeduction or set off, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months each month of the entire Lease Term. One such monthly installment together with the Security Deposit shall be payable by Tenant to Landlord contemporaneously with the execution hereof, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent a like monthly installment shall be paid monthly in advance due and payable without demand on or before the first day of each calendar month during the term of this Sublease. Fixed Rent, Sublessee's share of hereof beginning with the Operating Expenses, as defined in Section 4.2 of first calendar month following the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoeverCommencement Date. Rent for any partial fractional month at the beginning or end of the Sublease Lease Term shall be prorated prorated, with any DIFFERENCES BETWEEN THE PREPAID MONTHLY INSTALLMENT AND THE PRORATED RENT TO BE CREDITED TO THE SECOND MONTHLY INSTALLMENT. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this lease, it being expressly understood that such deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. Upon the proportion that the number occurrence of days this Sublease is in effect during any event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy, use such month bears deposit to the actual number extent necessary to make good any arrearages of days in rent and any other damage, injury, expense or liability caused to Landlord by such monthevent of default. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) Following any such application of the Main Lease (which audit Sublessor agrees to have performedSecurity Deposit, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Tenant shall pay to Sublessee Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not then in default hereunder, any remaining balance of such overpaymentdeposit shall be returned by Landlord to Tenant within thirty (30) days of termination of this lease. If Sublessor Landlord transfers its interest in the Premises during the Lease Term, Landlord may assign the Security Deposit to the transferee and thereafter shall be responsible have no further liability for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy return of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountSecurity Deposit.

Rent. Sublessee shall (a) In consideration of the leasing aforesaid, Lessee covenants and agrees to pay to Sublessor rent Lessor rental (hereinafter referred to as "Fixed Net Rent") for said Demised Premises in the amounts listed on Exhibit C attached hereto. Howeveramount of FIVE HUNDRED SIX THOUSAND and 00/100 DOLLARS ($506,000.00) per year, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid payable in monthly installments in advance in the amount of FORTY TWO THOUSAND ONE HUNDRED SIXTY-SIX and 67/100 DOLLARS ($42,166.67) on the first day of each and every month thereafter, to and including May 1, 1992. (b) The aforesaid Net Rent shall be in addition to and over and above all other payments and reimbursements to be made by Lessee as hereinafter provided. The Net Rent shall be paid to Lessor without notice or demand and without abatement, deduction or set-off. It is the purpose and intent of Lessor and Lessee that the Net Rent shall be absolutely net to Lessor, so that this Lease shall yield, net, to be absolutely net to Lessor, so that this Lease shall yield, net, to Lessor, the Net Rent specified herein and that all taxes, costs, fees, interest, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the Demised Premises mortgage obligation against the Demised Premises) which may arise or become due during or out of the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the discharged by Lessee and Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during indemnified and saved harmless by Lessee from and against such month bears to the actual number of days in such month. Iftaxes, based upon Lessor's statement of actual costs, fees, interest, charges, expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitationlimitation all utility expenses), Additional Charges incurred as a result reimbursements and obligations; and in the event of Sublessor's failure non-payment thereof, Lessor shall have, in addition to provide Lessor with timely all other rights and remedies, all the rights and remedies provided for herein or by law in the case of non-payment of the Net Rent. . (c) All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges rents shall be paid to Sublessor in such lawful money of the United States of America as Lessor may designate in writing at the address of Sublessor set forth in Section 26 of this Agreement, time or from time to such other person and/or time during the demised term. Lessee shall pay the Net Rent herby reserved at such other address place as Sublessor Lessor may from time to time previously designate by written notice in writing, and in the absence of such designation, to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountRuby North Partnership c/o Xxxxxx X. Xxxxxxxx, 0000 Xxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx 00000.

Rent. Sublessee shall pay Tenant covenants and agrees to Sublessor pay, without demand and without any offset or deduction whatsoever, and Landlord agrees to accept as rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into for the Premises, effective May 1the amount of Seven Thousand Three Hundred Sixty Dollars ($7,360.00), 1998payable in advance, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each calendar month, in equal installments of Six Hundred Thirteen Dollars and Thirty-three Cents ($613.33) a month during the term of this SubleaseLease. Fixed Rent, Sublessee's share Rent shall be prorated for any initial or final fractional months of any Initial or Renewal Term of this Lease. Prorated rent due for any initial fractional month of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when duedue on the date this Lease is executed. Landlord reserves the right, without notice but shall not be obligated, to perform, or demand therefor (unless Sublessor receives notice to pay for the performance of, any act required of Tenant hereunder or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff cure of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease default hereunder which is not attributable to Sublessee's use or occupancy performed by Tenant within any applicable grace period. Any sums so expended by Landlord shall be due and payable by Tenant immediately upon written demand. Any such sums, along with any other monetary obligations of the PremisesTenant hereunder, no and any other sums so designated herein shall be considered “Additional Rent.” All such rent and Additional Charges Rent shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States of America, without relief from valuation or appraisement laws. All rent, Additional Rent and any other monetary obligations of Tenant hereunder which remain unpaid after written notice thereof from Landlord, shall bear interest at the address rate of Sublessor set forth eight percent (8%) per annum. Tenant shall pay Landlord’s reasonable attorneys’ fees for collection of the same. In addition to interest, if Tenant fails to pay any rent or Additional Rent within ten (10) days after the same becomes due and payable, Tenant shall pay a late payment service charge of $50.00 for each full or partial calendar month that any such amount remains unpaid. At the end of each calendar year, Landlord shall determine the amount of the aggregate percentage increase, during such calendar year, in Section 26 the per unit costs of this Agreementthe heat, electricity, gas, water, sewage, or any other utilities or utility services to such other person and/or the Old Vanderburgh County Courthouse. Effective at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor the beginning of any lesser amount than the amount stipulated to be paid hereunder subsequent calendar year, Landlord shall be deemed other than on accountentitled to an increase in the rent due hereunder during such calendar year, which increase shall be based upon such aggregate percentage increase in utility costs, if any, during the preceding year.

Rent. Sublessee (a) Subtenant shall pay to Sublessor Sublandlord rent ("“Fixed Rent"”) at the rate of $362,180.00 per annum from the Commencement Date through the Expiration Date, payable in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five advance in equal monthly installments of $30,181.67. (5b) months Monthly installments of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance in equal monthly installments on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating ExpensesTerm. If the Commencement Date shall not be the first day of a month, as defined Fixed Rent shall be prorated on a per diem basis. The installment of Fixed Rent for the calendar month in Section 4.2 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 Main Lease, month. (c) Fixed Rent and all other amounts ("“Additional Charges"Rent;” together with Fixed Rent, collectively “Rent” or “rent”) payable by Sublessee Subtenant to Sublessor Sublandlord under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease)therefor, and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessorsetoff. Fixed Rent and Additional Charges Rent shall be paid to Sublessor Sublandlord in lawful money of the United States at the address office of Sublessor set forth in Section 26 of this Agreement, Sublandlord or to such other person and/or at such other address place (or by wire) as Sublessor Sublandlord may designate from time to time designate by written notice to Sublesseetime. No payment by Sublessee Subtenant or receipt by Sublessor Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountaccount 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 “charges” or words of similar import shall be deemed to refer to Fixed Rent and Additional Rent due under this Sublease. (d) Notwithstanding anything to the contrary contained herein, so long as (i) Subtenant 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 first month of the Term in the amount of $30,181.67. Subtenant acknowledges that if this Sublease shall terminate due to a default by Subtenant hereunder or if this Sublease shall be rejected in the case of a bankruptcy, the foregoing abated Fixed Rent shall be immediately due and payable.

Rent. Sublessee (a) Subtenant shall pay to Sublessor Sublandlord rent ("“Fixed Rent"”) of $322,715.00 per annum, payable in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months equal advance monthly installments of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance $26,892.92 on the first day of each month during the term 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. Fixed RentIf the Sublease Commencement Date shall not be the first day of a month, Sublessee's share of then, once the Operating ExpensesSublease Commencement Date is known, as defined in Section 4.2 of the Main LeasePre-Paid Rent for such partial month shall be prorated on a per diem basis, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under any excess amount paid on the provisions execution of this Sublease or shall be credited to the provisions 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 Main Lease Prepaid Rent. If this Sublease shall be paid promptly when dueterminated for Subtenant’s default, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month portion of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears Initial Abatement previously issued to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges Subtenant shall be paid to Sublessor in lawful money Sublandlord as Additional Rent and any portion of the United States at Initial Abatement not previously issued shall be waived by Subtenant. (d) As used herein, “Sublease Year” means successive twelve (12) calendar month periods, with the address first (1st) Sublease Year to begin on the first day of Sublessor the month in which the Sublease Commencement Date occurs. On the first day of the second (2nd) Sublease Year, the Fixed Rent shall be multiplied by one hundred three percent (103%) to equal $332,396.45 per year ($27,699.70 per month). On the first day of the third (3rd) Sublease Year, and on the first day of each Sublease Year thereafter during the Sublease Term, the Fixed Rent (as previously increased under this paragraph) shall be 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 tax and operating expense escalation charges set forth in Section 26 Articles 37 and 38 of the Lease. The foregoing provisions of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than paragraph are illustrated in the amount stipulated to be paid hereunder shall be deemed other than on accountchart below:

Rent. Sublessee shall covenants and agrees to pay to Sublessor during the Sublease Term, without any right of offset or counterclaim, fixed triple net base rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. Howeveramount of One Hundred Ninety-three Thousand Three Hundred Ninety-two and No1100 Dollars ($193,392.00) per annum, Sublessee payable in equal monthly installments of Sixteen Thousand One Hundred Sixteen and No/100 Dollars ($16,116.00) each for the Subleased Premises; provided, however, that no rent shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent be due for 15,000 rentable square feet during the first five thirty (530) months days of the TermSublease Term (the “Free Rent Period”). The day after the end of the Free Rent Period is referred to herein as the “Rent Commencement Date”, The first installment of rent for the period following the Rent Commencement Date, in the amount of $16,116.00, shall be delivered to Sublessor upon Sublessee’s execution of this Sublease, with subsequent payments of rent being due and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) payable without notice or demand on or before the first day of each calendar month throughout the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed first month of the Sublease Term following the end of the Free Rent Period shall be paid monthly in advance prorated to the extent that the Sublease Term does not begin on the first day of each month during the term a calendar month. For example, upon execution of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid shall pay first installment of rent for the period following the Rent Commencement Date, in the amount of $16,116.00. If the Commencement Date were to be March 15, 2016, then the Rent owing pursuant Commencement Date would be April 14, 2016, A portion of the initial rent payment of $16,116.00 would be applied to the Master Lease (as incorporated into this Sublease)period from April 14 through April 30, the balance would be credited to the rent due in May, and Sublessee shall (as applicable) would pay to Sublessor on May 1, 2015, the amount balance due for the month of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of RentMay. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges payments shall be paid to Sublessor in lawful money of the United States of America at the address of Sublessor set forth in Section 26 of this Agreement, shown herein or to such other person and/or party or at such other address place as Sublessor may designate from time to time designate by in a written notice to Sublessee. No payment by In addition to the base rent provided for above, Sublessee or receipt agrees to pay to Sublessor additional rental in an amount equal to all additional rental, payable by Sublessor of any lesser amount than under the amount stipulated to be paid hereunder shall be deemed other than on accountLease for the Leased Premises.

Rent. Sublessee shall pay to Sublessor rent ("Fixed throughout the term of this the Sublease base annual rentals per rentable square foot for the Sublease Premises, as follows: Annual Base Monthly Period Rate Rent Installment ------ ---- ----------- ----------- January 1, 2009 through December 31, 2009: $14.00 per sq. $28,378.00 $2,364.83 ft. January 1, 2010 thru December 31, 2010: $15.00 per sq. $30,405.00 $2,533.75 ft. January 1, 2011 thru December 31, 2011: $16.00 per sq. $32,432.00 $2,702.67 ft. In addition to Base Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into pay to Sublessor any and all sales, use, transaction, or comparable tax(es) applicable thereto. Said base annual rental shall be subject to adjustment as hereinafter provided in this Sublease. It is expressly provided, however, that so long as Sublessee shall not be in default of its obligations under this Sublease, such Base Rent and the Premisestax(es) thereon shall, effective May 1for the convenience of Sublessee, 1998be payable in equal monthly installments in advance, without demand, deduction or setoff, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on or before the first day of each calendar month during the term of this Sublease. Fixed However, upon a default by Sublessee of any of its obligations hereunder, the Base Rent for the balance of the then current calendar year of the term of this Sublease together with the aggregate of the annual rentals for the remainder of the calendar years of the term of this Sublease, as provided hereinbelow, shall be immediately due and payable. The term Default in the Sublease shall have the same meaning as ascribed to it in Paragraph 17 of the Prime Lease. If this Sublease commences on a day other than the first day of a calendar month, the monthly Base Rent for the fractional month shall be appropriately prorated. a. Sublessee recognizes that late payment of any Rent or other sum due hereunder from Sublessee to Sublessor will result in administrative expense to Sublessor, the extent of which additional expense is extremely difficult and economically impractical to ascertain. Sublessor therefore agrees that if Rent or any other payment due hereunder from Sublessee to Sublessor remains unpaid ten (10) days after the same is due, the amount of such unpaid Rent or other payment shall be increased by a late charge to be paid Sublessor by Sublessee in an amount equal to five percent (5%) per month of the amount of the delinquent Rent or other payment. The amount of the late charge to be paid to Sublessor by Sublessee for any particular month shall be computed on the aggregate amount of delinquent Rent and other payments, including all accrued late charges then outstanding. Sublessee agrees that such amount is a reasonable estimate of the loss and expense to be suffered by Sublessor as a result of such late payment by Sublessee and may be charged by Sublessor to defray such loss and expense. b. Rent Commencement Date is the date specified in Paragraph 3 hereof for the Sublease Commencement Date and the date upon which the first rental payment hereunder becomes due. c. The Sublessor will receive monthly from Sublessee the equivalent of six and one half percent (6 1/2%) of all amounts paid as Rent hereunder which sum is paid to the State of Florida by the Sublessor. This six and one half percent (6 1/2%) rate is accountable by the Sublessor to the State of Florida under the Florida Sales Tax Statute. The Sublessor receives no monetary benefit from the collection and disbursement of this charge. Therefore, to satisfy this obligation, Sublessee shall pay to Sublessor, in addition to the Rent agreed to by the parties, six and one half percent (6 1/2%) of all amounts paid as Rent hereunder. Should such tax rate change under the Florida Sales Tax Statute, the Sublessor will receive monthly from Sublessee the amount reflective of appropriate charges. Sublessee shall pay Sublessor in conjunction with all sums due hereunder, any and all applicable sales, use or other similar tax and any interest or penalties assessed therein ("Sales Tax") simultaneously with such payment. d. In addition to the Base Rent, Sublessee's share of the Operating ExpensesSublessee shall pay without, demand, deduction, or setoff as defined in Section 4.2 of the Main Lease, and all "Additional Rent" (which amounts along with any other amounts ("Additional Charges") or charges which may become due or payable by Sublessee to Sublessor may collectively or separately be referred to as "Rent" hereunder), Sublessee's Proportionate Share of the Operating Expenses of the Building delivered by Sublessor to Landlord under the provisions Lease. Sublessee's proportionate share is that amount which is equivalent to the percentage determined by dividing the rentable square feet in the Sublease Premises by the total rentable square feet under the Lease upon which operating expenses are calculated. e. For the purposes of this Sublease, Sublease Year shall mean each twelve (12) month period beginning on the Sublease Commencement Date and each anniversary of the Commencement Date (or the provisions first day of the Main Lease shall succeeding calendar month following the month in which the Sublease Commencement Date occurs should such date be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from on any day after the Lessor under the Main Leasefirst day of a calendar month), and without deduction, abatement, counterclaim or setoff extending until the last day of any amount for any reason whatsoever. Rent for any partial each twelve (12) full calendar month period thereafter. f. Provided Sublessee faithfully performs all terms and conditions of the Sublease Term during the term of this Sublease, Sublessee's obligation to pay Base Rent under this Sublease shall be prorated abated in months one (1), two (2) and (3) in the proportion that aggregate amount of Seven Thousand Ninety-Four and 50/100 ($7,094.50) Dollars. If Sublessee at any time breaches any term or covenant required to be performed by Sublessee under this Lease, Sublessor may, in addition to all other rights or remedies it may have, rescind the number abatement and receive all the Base Rent which Sublessor would have otherwise received from Sublessee had there been no period of days this Sublease is in effect during such month bears abatement. The herein granted abatement shall apply to the actual number payment of days in such month. IfBase Rent only, based upon Lessor's statement of actual and shall not be applicable to Additional Rent or any other charges, expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested costs payable by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into under this Sublease), Sublessee shall (as applicable) pay . Sublessor's failure to Sublessor rescind the amount abatement of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible Base Rent provided for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred hereunder as a result of any default by Sublessee shall not be deemed to be a waiver of Sublessor's failure right to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated so rescind on any subsequent default by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached heretoas minimum rent, without notice or demand, at 1 HSX Xxxxx, Xx. HoweverXxxxxxxxxx, Sublessee XX 00000 xx at such other place as Sublessor shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. designate from time to time by written notice to Sublessee, shall pay Rent for the entire Premises sum of Forty Eight Thousand Nine Hundred & No/100 Dollars (23,575 rentable square feet$48,900.00) beginning on January 1per month, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Term. Sublessee shall pay to Sublessor under the provisions upon execution of this Sublease the sum of Forty Eight Thousand Nine Hundred & No/100 Dollars ($48,900.00) as rent for the month of August 1999. The total amount for taxes, insurance, and common area expenses presently being paid by Sublessor pursuant to the Master Lease are included in the amount of monthly rent set forth above, and except for any increases in the total amount of taxes, insurance, and common area expenses to be paid under the Master Lease assessed as of or after January 1, 2000, Sublessee shall have no obligation to pay any such amounts. If there is any increase in the provisions total amount of taxes, insurance, and common area expenses assessed as of or after January 1, 2000, upon receipt of written notice thereof from Sublessor, with such supporting documentation therefor as Sublessee shall reasonably request, Sublessee shall pay the monthly amount of any such increase to Sublessor as additional rent. If Sublessee fails to pay to Sublessor any amount due hereunder within five (5) days after the due date, Sublessee shall pay Sublessor upon demand a late charge equal to five percent (5%) of the Main Lease delinquent amount. The parties agree the foregoing late charge represents a reasonable estimate of the cost and expense Sublessor will incur in processing each delinquent payment. Additionally, if Sublessee fails to pay the Sublessor any amount when due hereunder, Sublessor shall be paid promptly when due, without notice entitled to offset such amount against any amounts Sublessor may owe Sublessee under this or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoeverother agreement. Rent for any partial month of during the Sublease Term shall be prorated in by multiplying the proportion that amount of the number monthly rent times a fraction the numerator of days this Sublease which is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement month to be prorated and the denominator of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy the total number of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth days in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor said in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountmonth.

Rent. 5.01 Sublessee shall pay to Sublessor during the Term of this Sublease, rent in the amount of Eight Hundred Seventy-One Thousand Five Hundred Sixty and 00/100 .($871,560.00) Dollars ("Fixed Rent") ), payable monthly as follows: $19,368.00 per month which shall be payable in advance on the amounts listed on Exhibit C attached hereto25th day of each calendar month during the term. HoweverSublessor acknowledges receipt from Sublessee of the first monthly installment of Fixed Rent by check, subject to collection. Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay monthly Fixed Rent for 15,000 rentable square feet during to Sublessor at Sublessor's above stated address, or at such other place as Sublessor may designate in writing, without demand and without deduction, setoff or abatement. During the first five (5) months and last month of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) term of the Sublease Term. SublesseeLease, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly prorated as required. 5.02 Provided Sublessee is not in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff default of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated its obligations hereunder and has paid first month's rent in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease)full, Sublessee shall (as applicable) be relieved from its obligation to pay to Sublessor monthly Fixed Rent for month two of the amount first year of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpaymentTerm. If Sublessor Nothing herein shall be responsible for construed as relieving Sublessee from any obligation to pay Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 the Lease in a timely manner from and after the Commencement Date. It is understood and agreed that the foregoing rent concession is being given in consideration of this Sublease Agreement, or at such place as may be designated by Sublessor. Sublessee's payment of all Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of Rent due and payable hereunder for the United States at the address of Sublessor set forth in Section 26 full term of this Agreement, or to Sublease and that in the event of any default in such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by for a period beyond any grace period, then, and in that event, the full amount of the rent concession given to Sublessee pursuant to this paragraph shall immediately become due and payable to Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountas an additional charge.

Rent. Sublessee shall Tenant covenants to pay to Sublessor Landlord the annual base rent ("Fixed “Base Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Termset forth below, and the additional rent required to be paid pursuant to the terms of this Lease. Base Rent and such additional rent and charges which Tenant shall be required to pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed under this Lease are hereinafter sometimes referred to collectively as “Rent.” Base Rent shall be paid as follows: Twelve Million Two Hundred Fifty Thousand And 00/100 ($12,250,000.00) Dollars per annum. (a) Tenant shall pay the Base Rent in equal monthly installments in advance on the first day of each calendar month during included in the term Term. If the Commencement Date or the Expiration Date is not the first day or last day of this Sublease. Fixed Rent, Sublessee's share of the Operating Expensesa month, as defined in Section 4.2 of the Main Leasecase may be, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial such month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to based upon the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g. (b) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor 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, (a) in the case of Base Rent, by wire transfer of immediately available federal funds as directed by Landlord and (b) in the case of all other sums, either by wire transfer as aforesaid or by check (subject to collection) drawn on a New York Clearing House Association member bank at the address of Sublessor Landlord set forth in Section 26 of this Agreement, Lease or to such other person and/or at such other address place as Sublessor Landlord in writing may from designate, in each case at the times provided herein without notice or demand and without setoff, deduction or counterclaim. (c) Unless another time shall be herein expressly provided, any additional rent shall be due and payable within thirty (30) days after Tenant’s receipt of an invoice therefor, and Landlord shall have the same remedies for failure to time designate pay additional rent as for a nonpayment of Base Rent. (d) Each and every payment, other than Base Rent (and other than costs for any Alterations performed by written notice Tenant or any repairs or replacements to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated Premises), which are required to be paid hereunder by Tenant under this Lease shall be deemed to be additional rent hereunder, whether or not the provisions requiring payment of such amounts specifically so state, and, in the case of the nonpayment of any such amount, Landlord shall have, in addition to all of its other than on accountrights and remedies, all of the rights and remedies available to Landlord hereunder or by law in the case of non-payment of Base Rent.

Rent. Sublessee As used in this Lease, the term "Rent" shall include: (i) the Base Rent; (ii) Tenant's Percentage Share of the Operating Expenses paid or incurred by Landlord during the calendar year; and (iii) all other amounts which Tenant is obligated to pay under the terms of this Lease. All amounts of money payable by Tenant to Landlord shall be paid without prior notice or demand, deduction or offset. This Lease is intended to be a triple net lease, with all costs, expenses and charges (including the Operating Expenses) paid by Tenant, except as expressly prohibited herein. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be 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 Tenant shall not be received by Landlord when due, Tenant shall pay to Sublessor rent Landlord a late charge equal to six percent (6%) of such overdue amount. 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. In addition, any amount which is not paid when due shall bear interest from the date due until the date paid at the rate ("Fixed RentInterest Rate") in which is the amounts listed on Exhibit C attached heretolesser of the Wall Street Journal Prime Rate (or such other comparable rate reasonably designated by Landlord) plus four percent (4%) per annum or the maximum rate permitted by law. HoweverNotwithstanding the foregoing, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during with respect to the first two (2) failures to pay an amount payable to Landlord when due under this Lease during any twelve (12) month period, no late charge or interest shall be assessed until five (5) months of the Termdays after written notice has been delivered by Landlord to Tenant regarding such delinquent payment. After such second notice, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent no further notices shall be paid monthly in advance on the first day of each month required with respect to interest and late charges during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount remainder of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accounttwelve (12) month period.

Rent. Sublessee The rent payable by Subtenant for the Premises shall consist of base rental ("Base Rent") plus certain additional rental ("Additional Rent"), all as provided below. Base Rent, Additional Rent, and any other charges due hereunder are hereinafter referred to collectively as "Rent." In the event the first day of Subtenant's obligation to pay Base Rent hereunder shall not be the first day of a calendar month or the last day of the Term is not the last day of a calendar month, the Rent shall be appropriately prorated based on a thirty (30) day month. (a) Commencing on the date which is forty-five (45) days after the Commencement Date and continuing throughout the Term of this Sublease (the "Rent Commencement Date"), Subtenant shall pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Sublandlord Base Rent for the entire Premises in the amount of one hundred thirteen thousand eight hundred thirty-seven dollars (23,575 rentable square feet$113,837) beginning per month. (b) Commencing on January 1the Rent Commencement Date (except for utility costs, 1999. Fixed Subtenant's liability for which shall commence on the Commencement Date), Subtenant shall also pay, in addition to Base Rent, Additional Rent in the amount of tenant's share of direct expenses (as such is described in paragraphs 4 and 5 of the 2770 Master Lease and paragraphs 4 and 5 of the 2820 Master Lease) and any other amounts of whatever nature due to Master Landlords from Sublandlord pursuant to the Master Leases. (c) Base Rent shall be paid monthly payable to Sublandlord, in advance advance, without prior notice, demand, or offset except as specifically provided herein, on or before the first day of each calendar month during the term hereof. Additional Rent shall be payable to Sublandlord five (5) business days prior to the date such amounts are due under the Master Leases or upon demand by Sublandlord (in the event of a demand for sooner payment by a Master Landlord). Notwithstanding the foregoing, Subtenant shall not be obligated to pay any amount due under any Master Lease which represents a penalty, late charge or interest on any late payment by Sublandlord of "basic rent" or direct expenses under a Master Lease, unless Subtenant is in default of its obligations to pay Rent under this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, All Base Rent and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made additional sums payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges Sublandlord hereunder shall be paid to Sublessor in lawful money of the United States Sublandlord at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written specified for notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountto

Rent. Sublessee (a) Tenant shall pay Monthly Installments of Base Rent, Operating Expenses and sales tax (sometimes referred to Sublessor rent (collectively as "Fixed Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during of the term Term. If the Term shall commence or end on a day other than the first day of a month, the Monthly Installments of Base Rent and Operating Expenses for the first or last partial month shall be prorated on a per diem basis. Upon the execution of this Sublease. Fixed RentLease, Sublessee's share Tenant shall pay one Monthly Installment of Base Rent and Operating Expenses for the first full month of the Term and a prorated Monthly Installment of Base Rent and Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent Expenses for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(gwhich may precede it. (b) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor Tenant shall pay to Sublessee Landlord at the amount time of paying the Rent any excise, sales, use, gross receipts or other taxes (other than a net income or excess profits tax) which may be imposed on or measured by such overpayment. If Sublessor Rent or may be imposed on or on account of the letting and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted. (c) All costs and expenses which Tenant assumes or agrees to pay and any other sum payable by Tenant pursuant to this Lease shall be responsible for any Additional Charges due under deemed additional rent (together with Base Rent sometimes referred to as the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of "Rent"). All The Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, America xx Xxxxxxxx xx Xxxxxxxx'x Xxxxxxx Xxxxxxx xx xx xxxx xxxxx xxxxon or to such other person and/or at such other address place as Sublessor Landlord may from time to time designate by written in writing, without any prior notice to Sublesseeor demand therefor and without any deduction or offset whatsoever. (d) If any part of the Rent is not paid within five (5) days after it is due, Tenant shall pay Landlord a late charge in the amount of five percent (5%) of such payment. No The payment by Sublessee Tenant of a late charge or receipt by Sublessor of any lesser amount than the amount stipulated to be paid interest hereunder shall be deemed other than on accountnot prevent nor remedy a default under this Lease. Notwithstanding anything to the contrary contained in this paragraph, Landlord shall notify Tenant in writing up to two (2) times per year if Tenant's Rent has not been received within five (5) days after Rent is due. In the event Tenant pays Tenant's Rent within five (5) days after Tenant receives Landlord's notice of Tenant's late Rent, Landlord shall waive the aforementioned five percent (5%) late fee.

Rent. Sublessee shall (a) Tenant covenants and agrees to pay to Sublessor rent ("Fixed Rent") in the amounts listed on Exhibit C attached hereto. HoweverLandlord, Sublessee shall phase into as basic rental for the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Annual Basic Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed set forth in Section 1.G. The Annual Basic Rent shall be paid monthly payable in advance on the first day of each calendar month during the Term without notice and without any set-off or deduction whatsoever. The Annual Basic Rent shall increase at the rate of 3% annually over the previous year’s rent. If the Term shall commence on a date other than the first day of a month, the Annual Basic Rent for the period from the date of commencement of the term to the first day of the first full calendar month of the term shall be prorated and shall be payable on the first day of the Term. Landlord hereby acknowledges receipt from Tenant of the Prepaid Rent representing payment of the Annual Basis Rent for the first month of the Term. If Tenant shall default in any of its obligations to be performed prior to the Commencement Date, Landlord may retain the Prepaid Rent and apply it to any damages incurred by Landlord. (b) The first “rental year” of this Sublease. Fixed Rent, Sublessee's share Lease shall commence on the Commencement Date and shall end at the close of the Operating Expenses, as defined in Section 4.2 twelfth full calendar month of the Main LeaseTerm; thereafter, each rental year shall consists of periods of twelve full calendar months commencing with each anniversary of the first full calendar month of the Term or, at the end of the Term, the portion of such twelve full calendar months included in the Term. (c) Any and all other amounts ("Additional Charges") sums that may become payable by Sublessee Tenant under this Lease including Tenant’s Share of Operating Costs, Tenant’s Share of Insurance and Tenant’s Share of Taxes shall be considered additional rent due hereunder (the “Additional Rent”) (the Annual Basic Rent and the Additional Rent are herein collectively referred to Sublessor under as the provisions “Rent”). (d) Landlord shall be entitled to receive, and Tenant shall be obligated to pay, as additional rent hereunder upon demand, interest at the rate of this Sublease eighteen percent (18%) per annum or the provisions of the Main Lease highest legal rate, whichever shall be paid promptly when dueless, without notice upon any Annual Basic Rent or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease Rent which is not attributable to Sublessee's use or occupancy paid within five (5) business days of the Premisesdate such Rent is due, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure interest to provide Lessor with timely payment of Rent. All begin to accrue on the date such Rent payments, Operating Expenses is due and Additional Charges shall be made payable to Sublessor at continue until the address set forth in Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money full amount of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountRent is paid.

Rent. Sublessee A. During the Base Term and any Option Period(s), Tenant shall pay to Sublessor Landlord as minimum rent ("Fixed “Minimum Rent"”) in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Demised Premises an annual rental of $ 5.50 per square foot space of 23,000 square foot for a total of One Hundred Twenty Six Thousand Five Hundred Dollars and No One-Hundredths Dollar (23,575 rentable square feet$126,500.00) beginning on January 1U.S. per year which, 1999. Fixed Rent except as provided herein, shall be paid by Tenant in monthly installments of Ten Thousand Five Hundred Forty One Dollars and Sixty Six One-Hundredths Dollar ($10,541.66) in advance on the first (1st) day of each calendar month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in Section 26 of this Sublease Agreementspecified herein for notices to Landlord, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor Landlord may from time to time designate to Tenant by notice in the manner provided in Section 21. Except as otherwise provided herein, all Rent shall be paid to Landlord in advance and without demand or setoff by Tenant. Notwithstanding anything contained herein to the contrary: 1) In the event the Rent Commencement Date shall fall on a day other than the first day of the month, the Rent for that month shall be pro-rated based on the number of days during that month which the Tenant occupies the Land, and the Rent for that month shall be due on the Rent Commencement Date. 2) In the event this Lease shall terminate or expire on a day other than the last day of the month, the Rent for that month shall be pro-rated based on the number of days during that month which the Tenant occupies the Land. Further, any Rent paid in advance for a month or months in which the termination or expiration of the Lease occurs, shall be fully refunded to Tenant. B. The Minimum Rent payable pursuant to this Section 3 shall be increased on the first anniversary of the Rent Commencement Date and on each anniversary of the Rent Commencement Date thereafter, including any Option Periods, by the product of the Minimum Rent in effect prior to any such increase multiplied by one plus the annual percentage increase in the Consumer Price Index for all Urban Consumers, U.S. City Average, as published by the U.S. Department of Labor Statistics (CPI-U)(1982-1984 equals 100) during the prior one-year period. C. Except as provided in this Lease, the Tenant, in addition to the Minimum Rent provided above, shall be responsible for, during the Base Term of the Lease and any Option Periods, if any, for the following costs and expenditures related to the Land: 1) All real property taxes imposed on the Land by Xxxx County or the City of Knoxville, except for the first year of the Lease which shall be prorated between the parties as of the Rent Commencement Date; 2) All utilities used with the Tenant’s use of the Land which shall include all charges and costs for water, electricity, gas, heat, steam, cable, and sewer charges. 3) Such other charges which are set forth in Section 4 of this Lease. All of the above-enumerated items are hereinafter collectively referred to as the “Additional Rent”. Tenant agrees to indemnify and hold Landlord harmless from all Additional Rent, and any other costs, charges, penalties, interest and expenses related thereto. In the event the Tenant shall not pay the Additional Rent stated above before said amounts shall become delinquent, Landlord shall first give written notice to Sublesseethe Tenant as provided in Section 21 of this Lease. No payment by Sublessee After receiving said notice, Tenant shall promptly pay the delinquent amounts, together with any interest and penalties thereon, within ten (10) business days of receipt. In the event the Tenant shall not pay said amounts within said period, Landlord shall have the right to pay said amounts and pursue any and all rights and remedies with respect thereto as Landlord has for the nonpayment of the Minimum Rent. D. All references in this Lease to “rent” or receipt by Sublessor “Rent” shall, unless otherwise specified, include Minimum Rent and Additional Rent. E. Except as provided herein, in the event Tenant shall fail to pay any Minimum Rent within five (5) days of any lesser amount than the amount stipulated to be paid hereunder when it is due, Tenant shall be deemed other than liable to the Landlord in an amount equal to ten percent (10%) of the late payment. In the event such Minimum Rent amount and penalty remains unpaid for another fifteen (15) days, interest shall begin to accrue on accountsaid delinquent Minimum Rent amount at the rate of twelve percent (12%) per annum, and said non-payment, then said non-payment shall be an Event of Default (as defined in Section 15), and Landlord shall have the right to pursue all remedies provided in Section 16.

Rent. Sublessee (a) This Lease is a net lease and Lessee shall pay to Sublessor Lessor when due as rent for the Equipment during the Lease Term, the amount set forth in the Rental Schedule ("Basic Rent") on the dates set forth therein ("Payment Dates"), at the location of Lessor set forth on the applicable Rental Schedule. Lessor agrees to invoice Lessee at least ten days prior to the due date of each payment; notwithstanding the foregoing, the failure by Lessor to submit an invoice to Lessee shall not excuse Lessee's non-payment of Basic Rent. (b) Lessee shall also pay to Lessor, all amounts which Lessee Is required to pay Lessor pursuant to this Lease (other than Basic Rent) together with every fine, interest and cost which may be added for non-payment or late payment thereof. Such amounts shall constitute additional rent ("Fixed Additional Rent") in the amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of the Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as defined in Section 4.2 of the Main Lease, and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the provisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, without notice or demand therefor (unless Sublessor receives notice or demand therefor from the Lessor under the Main Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if requested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by SublesseeLessee within five days of Lessor's written notice to Lessee that such Additional Rent is due and payable. If Lessee shall fail to pay any Additional Rent, includingLessor shall have all rights, without limitation, Additional Charges incurred powers and remedies with respect thereto as a result are provided herein or by law in the case of Sublessor's failure to provide Lessor with timely payment nonpayment of Basic Rent. All With respect to any amount of Basic Rent paymentsor Additional Rent not paid when due hereunder, Operating Expenses and Additional Charges Lessee shall be made payable pay to Sublessor Lessor interest on such amount from the due date thereof until payment is received by Lessor at the address set forth lower of: (i) two percent (2%) above the Prime Rate but in Section 26 no event less than two percent (2%) per annum above the permanent debt rate of this Sublease Agreementthe Rental Schedule(s) applicable to such overdue amount, or (ii) the highest rate of interest permitted by law ("Default Interest Rate"). Lessee shall perform all its obligations under this Lease at such place as may be designated by Sublessor. Fixed its sole cost and expense, and shall pay all Basic Rent and Additional Charges shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth in Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may from time to time designate by written notice to Sublessee. No payment by Sublessee or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on accountRent when due.