1 EXHIBIT 5.1 LEASE AGREEMENT BETWEEN WHWPP REAL ESTATE LIMITED PARTNERSHIP, AS LANDLORD, AND MDI TECHNOLOGIES

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EXHIBIT 5.1

LEASE AGREEMENT BETWEEN

WHWPP REAL ESTATE LIMITED PARTNERSHIP,

AS LANDLORD, AND

MDI TECHNOLOGIES

AS TENANT

DATED _____________, 0000

XXXX XXXX XXXXX
XX. XXXXX, XXXXXXXX

BASIC LEASE INFORMATION

Lease Date: _______________, 2000

Landlord: WHWPP REAL ESTATE LIMITED PARTNERSHIP, a Delaware
limited partnership

Tenant: MDI TECHNOLOGIES, a Missouri corporation

Premises: Suite No. 100 containing 12,022 rentable square feet, in
the office building commonly known as 000 Xxxx Xxxx
Xxxxx (the "BUILDING"), and whose street address is 000
Xxxx Xxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx 00000. The Premises
are outlined on the plan attached to the Lease as
Exhibit A. The land on which the Building is located
(the "LAND") is described on Exhibit B. The term
"Building" includes the related land, driveways, parking
facilities, and similar improvements.

Term: Approximately 60 months, commencing on the Commencement
Date and ending at 5:00 p.m. local time on the last day
of the 60th full calendar month following the
Commencement Date, subject to adjustment and earlier
termination as provided in the Lease.

Commencement Date: The earliest of (a) the date on which Tenant occupies
any portion of the Premises and begins conducting
business therein, (b) the date on which the Work (as
defined in Exhibit D hereto) in the Premises is
Substantially Completed (as defined in Exhibit D
hereto), or (c) the date on which the Work in the
Premises would have been Substantially Completed but for
the occurrence of any Tenant Delay Days (as defined in
Exhibit D hereto).

Basic Rent: Basic Rent shall be the following amounts for the
following periods of time:

Lease Month Monthly Basic Rent
----------- ------------------
1 - 24 $21,038.50

25 - 36 $21,539.42

37 - 60 $22,040.33

As used herein, the term "LEASE MONTH" shall mean each
calendar month during the Term (and if the Commencement
Date does not occur on the first day of a calendar
month, the period from the Commencement Date to the
first day of the next calendar month shall be included
in the first Lease Month for purposes of determining the
duration of the Term and the monthly Basic Rent rate
applicable for such partial month).

Security Deposit: $21,539.42

Rent: Basic Rent, Tenant's Proportionate Share of Taxes,
Tenant's share of Additional Rent, and all other sums
that Tenant may owe to Landlord or otherwise be required
to pay under the Lease.

Permitted Use: General office use.

Tenant's Proportionate Share:

10.86%, which is the percentage obtained by dividing
(a) the number of rentable square feet in the Premises
as stated above by (b) the 110,742 rentable square feet
in the Building. Landlord and Tenant stipulate that the
number of rentable square feet in the Premises and in
the Building set forth above shall be binding upon them.

Expense Stop: Operating Costs per rentable square foot in the
Building for the calendar year 2000 (grossed up as
provided in Section 4.(b)(6) of the Lease).

Base Tax Year: The calendar year 2000.

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Initial Liability Insurance Amount:

$3,000,000.

Tenant's Prior to Commencement Date: Following Commencement Date:
-------------------------- ---------------------------
Address: MDI Technologies MDI Technologies
____________________________________ 000 Xxxx Xxxx Xxxxx, Xxxxx 000
____________________________________ Xx. Xxxxx, Xxxxxxxx 00000
Attention: _________________________ Attention: __________________________
Telephone: _________________________ Telephone: 314- _____________________
Telecopy: __________________________ Telecopy: 314- ______________________

Landlord's For all Notices: With a copy to:
--------------- --------------
Address: WHWPP Real Estate Limited Partnership WHWPP Real Estate Limited Partnership
00 Xxxx Xxxx Xxxxx, Xxxxx 000 c/o Archon Group, L.P.
Xx. Xxxxx, Xxxxxxxx 00000 000 Xxxx Xxx Xxxxxxx Xxxx., Xxxxx 000
Attention: Property Manager Xxxxxx, Xxxxx 00000
Telephone: 000-000-0000 Attention:General Counsel-West Port Plaza
Telecopy: 314-542-4095 Telephone: 000-000-0000
Telecopy: 000-000-0000

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The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

LANDLORD: WHWPP REAL ESTATE LIMITED PARTNERSHIP, a Delaware
limited partnership

By: WHWPP Gen-Par, Inc., a Delaware corporation,
its general partner

By:
-----------------------------------------
Name:
-----------------------------------------
Title:
-----------------------------------------

TENANT: MDI TECHNOLOGIES, a Missouri corporation

By:
-----------------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------------
Title: CEO
-----------------------------------------

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TABLE OF CONTENTS

Page
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1. Definitions and Basic Provisions........................................ 1

2. Lease Grant............................................................. 1

3. Tender of Possession.................................................... 1

4. Rent.................................................................... 1

(a) Payment........................................................ 1

(b) Operating Costs; Taxes......................................... 2

5. Delinquent Payment; Handling Charges.................................... 3

6. Security Deposit........................................................ 3

7. Landlord's Obligations.................................................. 3

(a) Services....................................................... 3

(b) Excess Utility Use............................................. 4

8. Improvements; Alterations; Repairs; Maintenance......................... 4

(a) Improvements; Alterations...................................... 4

(b) Repairs; Maintenance........................................... 5

(d) Mechanic's Liens............................................... 5

9. Use..................................................................... 5

10. Assignment and Subletting............................................... 5

(a) Transfers...................................................... 5

(b) Consent Standards.............................................. 6

(d) Conditions to Consent.......................................... 6

(e) Cancellation................................................... 6

(f) Additional Compensation........................................ 6

(g) Permitted Transfers............................................ 6

11. Insurance; Waivers; Subrogation; Indemnity.............................. 7

(a) Tenant's Insurance............................................. 7

(b) Landlord's Insurance........................................... 7

(d) Indemnity...................................................... 8

12. Subordination; Attornment; Notice to Landlord's Mortgagee............... 8

(a) Subordination.................................................. 8

(b) Attornment..................................................... 8

(d) Landlord's Mortgagee's Protection Provisions................... 8

13. Rules and Regulations................................................... 9

14. Condemnation............................................................ 9

(a) Total Taking................................................... 9

Page
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(b) Partial Taking - Tenant's Rights............................... 9

(d) Award.......................................................... 9

15. Fire or Other Casualty.................................................. 9

(a) Repair Estimate................................................ 9

(b) Tenant's Rights................................................ 9

(d) Repair Obligation.............................................. 10

(e) Abatement of Rent.............................................. 10

16. Personal Property Taxes................................................. 10

17. Events of Default....................................................... 10

(a) Payment Default................................................ 10

(b) Abandonment.................................................... 10

(d) Other Defaults................................................. 10

(e) Insolvency..................................................... 10

18. Remedies................................................................ 11

(a) Termination of Lease........................................... 11

(b) Termination of Possession...................................... 11

19. Payment by Tenant; Non-Waiver; Cumulative Remedies...................... 11

(a) Payment by Tenant.............................................. 11

(b) No Waiver...................................................... 11

20. Landlord's Lien......................................................... 12

21. Surrender of Premises................................................... 12

22. Holding Over............................................................ 12

23. Certain Rights Reserved by Landlord..................................... 12

(a) Building Operations............................................ 13

(b) Security....................................................... 13

(d) Prospective Tenants............................................ 13

24. Substitution Space...................................................... 13

25. Miscellaneous........................................................... 13

(a) Landlord Transfer.............................................. 13

(b) Landlord's Liability........................................... 13

(d) Brokerage...................................................... 13

(e) Estoppel Certificates.......................................... 13

(f) Notices........................................................ 14

(g) Separability................................................... 14

(h) Amendments; Binding Effect..................................... 14

(i) Quiet Enjoyment................................................ 14

Page
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(j) No Merger...................................................... 14

(k) No Offer....................................................... 14

(l) Entire Agreement............................................... 14

(m) Governing Law.................................................. 14

(n) Recording...................................................... 14

(o) Joint and Several Liability.................................... 14

(p) Financial Reports.............................................. 14

(q) Landlord's Fees................................................ 15

(r) Telecommunications............................................. 15

(s) Confidentiality................................................ 15

(t) Authority...................................................... 15

(u) Hazardous Materials............................................ 15

(v) List of Exhibits............................................... 15

(w) Waiver of Jury Trial........................................... 16

26. Other Provisions....................................................... 16

LIST OF DEFINED TERMS

Page
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ADDITIONAL RENT............................................................ 2
AFFILIATE.................................................................. 1
ARCHITECT.................................................................. 1
AS-IS...................................................................... 1
BASIC LEASE INFORMATION.................................................... 1
BUILDING'S STRUCTURE....................................................... 1
BUILDING'S SYSTEMS......................................................... 1
CASUALTY................................................................... 12
COLLATERAL................................................................. 15
COMPLETED TERMINATION DATE................................................. 1
CONSTRUCTION ALLOWANCE..................................................... 4, 1
DAMAGE NOTICE.............................................................. 12
ELECTRICAL COSTS........................................................... 3
ESTIMATED DELIVERY DATE.................................................... 1
EVENT OF DEFAULT........................................................... 13
EXPANSION SPACE............................................................ 1
FORCE MAJEURE DELAY DATES.................................................. 1
GAAP....................................................................... 8
HAZARDOUS MATERIALS........................................................ 19
HVAC....................................................................... 4
INCLUDING.................................................................. 1
LANDLORD'S MORTGAGEE....................................................... 10
LAW........................................................................ 1
LAWS....................................................................... 1
LEASE...................................................................... 1
LOSS....................................................................... 9
MORTGAGE................................................................... 10
OFFER SPACE................................................................ 1
OPERATING COSTS............................................................ 2
OPERATING COSTS AND TAX STATEMENT.......................................... 3
PARKING AREA............................................................... 1
PERMITTED TRANSFER......................................................... 8
PERMITTED TRANSFEREE....................................................... 8
PREVAILING RENTAL RATE..................................................... 1
PRIMARY LEASE.............................................................. 10
PUNCHLIST ITEMS............................................................ 1
REPAIR PERIOD.............................................................. 12
SPACE PLANS................................................................ 1
SPACE PLANS DELIVERY DEADLINE.............................................. 1
SUBSTANTIAL COMPLETION..................................................... 2
SUBSTANTIALLY COMPLETED.................................................... 2
TAKING..................................................................... 11
TANGIBLE NET WORTH......................................................... 8
TAXES...................................................................... 3
TELECOMMUNICATIONS SERVICES................................................ 19
TENANT..................................................................... 13
TENANT DELAY DAY........................................................... 4, 2
TENANT PARTY............................................................... 1
TENANT'S CONTRIBUTION...................................................... 12
THIRD PARTY OFFER.......................................................... 1
TOTAL CONSTRUCTION COSTS................................................... 4
TRANSFER................................................................... 7
UCC........................................................................ 15
WORK....................................................................... 3, 2
WORKING DRAWINGS........................................................... 3, 2

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LEASE

THIS LEASE AGREEMENT (this "LEASE") is entered into as of
_______________, 2000, between WHWPP REAL ESTATE LIMITED PARTNERSHIP, a Delaware
limited partnership ("LANDLORD"), and MDI TECHNOLOGIES, a Missouri corporation
("TENANT").

1. DEFINITIONS AND BASIC PROVISIONS. The definitions and basic
provisions set forth in the Basic Lease Information (the "BASIC LEASE
INFORMATION") executed by Landlord and Tenant contemporaneously herewith are
incorporated herein by reference for all purposes. Additionally, the following
terms shall have the following meanings when used in this Lease: "AFFILIATE"
means any person or entity which, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
party in question; "BUILDING'S STRUCTURE" means the Building's exterior walls,
roof, elevator shafts, footings, foundations, structural portions of
load-bearing walls, structural floors and subfloors, and structural columns and
beams; "BUILDING'S SYSTEMS" means the Building's HVAC, life-safety, plumbing,
electrical, and mechanical systems; "INCLUDING" means including, without
limitation; "LAWS" means all federal, state, and local laws, rules and
regulations, all court orders, governmental directives, and governmental orders,
and all restrictive covenants affecting the Building, and "LAW" shall mean any
of the foregoing; and "TENANT PARTY" means any of the following persons: Tenant;
any assignees claiming by, through, or under Tenant; any subtenants claiming by,
through, or under Tenant; and any of their respective agents, contractors,
employees, and invitees.

2. LEASE GRANT. Subject to the terms of this Lease, Landlord leases
to Tenant, and Tenant leases from Landlord, the Premises.

3. TENDER OF POSSESSION. Landlord and Tenant presently anticipate
that possession of the Premises will be tendered to Tenant (with the Work to be
performed by Landlord therein, if any, Substantially Completed) on or about
December 1, 2000 (the "ESTIMATED DELIVERY DATE"). If Landlord is unable to
tender possession of the Premises in such condition to Tenant by the Estimated
Delivery Date, then (a) Landlord shall not be in default hereunder or be liable
for damages therefor, and (b) Tenant shall accept possession of the Premises
when Landlord tenders possession thereof to Tenant. Notwithstanding the
foregoing, if the Work in the Premises is not Substantially Completed by the
Completion Termination Date, Tenant may terminate this Lease by delivering to
Landlord written notice thereof at any time before the earlier of: (1) ten (10)
days following the Completion Termination Date, or (2) the date on which the
Work in the Premises is Substantially Completed. The termination right afforded
to Tenant under this Section 3 shall be Tenant's sole remedy for Landlord's
failure to timely Substantially Complete the Work. Time is of the essence for
delivery of Tenant's termination notice under this Section 3; accordingly, if
Tenant fails timely to deliver any such notice, Tenant's right to terminate this
Lease under Section 3 shall expire. As used herein, "Completed Termination Date"
means one hundred fifty (150) days after the Estimated Delivery Date, plus the
number of Tenant Delay Days and the number of Force Majeure Delay Dates. As used
herein, "Force Majeure Delay Dates" means any delay in achieving Substantial
Completion with respect to the Work for the reason specified in Section 25(c) of
this Lease. By occupying the Premises, Tenant shall be deemed to have accepted
the Premises in their condition as of the date of such occupancy, subject to the
performance of punch-list items that remain to be performed by Landlord, if any.
Tenant shall execute and deliver to Landlord, within ten days after Landlord has
requested the same, a letter substantially in the form of Exhibit E hereto
confirming (1) the Commencement Date and the expiration date of the initial
Term, (2) that Tenant has accepted the Premises, and (3) that Landlord has
performed all of its obligations with respect to the Premises (except for
punch-list items specified in such letter). Occupancy of the Premises by Tenant
prior to the Commencement Date shall be subject to all of the provisions of this
Lease excepting only those requiring the payment of Basic Rent, Additional Rent,
and Taxes (each as defined herein).

4. RENT.

(a) PAYMENT. Tenant shall timely pay to Landlord Rent, without
notice, demand, deduction or set off (except as otherwise expressly provided
herein), at Landlord's address provided for in this Lease or as otherwise
specified by Landlord and shall be accompanied by all applicable state
and local sales or use taxes. Basic Rent, adjusted as herein provided, shall be
payable monthly in advance. The first monthly installment of Basic Rent shall be
payable contemporaneously with the execution of this Lease; thereafter, Basic
Rent shall be payable on the first day of each month beginning on the first day
of the second full calendar month of the Term. The monthly Basic Rent for any
partial month at the beginning of the Term shall equal the product of 1/365 of
the annual Basic Rent in effect during the partial month and the number of days
in the partial month from and after the Commencement Date, and shall be due on
the Commencement Date.

(b) OPERATING COSTS; TAXES.

(1) Tenant shall pay to Landlord the amount (per each
rentable square foot in the Premises) ("ADDITIONAL RENT") by which the
annual Operating Costs (defined below) per

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rentable square foot in the Building exceed the Expense Stop (per
rentable square foot in the Building). Landlord may make a good faith
estimate of the Additional Rent to be due by Tenant for any calendar
year or part thereof during the Term. During each calendar year or
partial calendar year of the Term (after the base year, if the Expense
Stop is calculated on a base year basis), Tenant shall pay to
Landlord, in advance concurrently with each monthly installment of
Basic Rent, an amount equal to the estimated Additional Rent for such
calendar year or part thereof divided by the number of months
therein. From time to time, Landlord may estimate and re-estimate the
Additional Rent to be due by Tenant and deliver a copy of the estimate
or re-estimate to Tenant. Thereafter, the monthly installments of
Additional Rent payable by Tenant shall be appropriately adjusted in
accordance with the estimations so that, by the end of the calendar
year in question, Tenant shall have paid all of the Additional Rent as
estimated by Landlord. Any amounts paid based on such an estimate
shall be subject to adjustment as herein provided when actual
Operating Costs are available for each calendar year.

(2) The term "OPERATING COSTS" shall mean all expenses and
disbursements (subject to the limitations set forth below) that
Landlord incurs in connection with the ownership, operation, and
maintenance of the Building, determined in accordance with sound
accounting principles consistently applied, including the following
costs: (A) wages and salaries (including management fees) of all
on-site employees at or below the grade of senior building manager
engaged in the operation, maintenance or security of the Building
(together with Landlord's reasonable allocation of expenses of
off-site employees at or below the grade of senior building manager
who perform a portion of their services in connection with the
operation, maintenance or security of the Building), including taxes,
insurance and benefits relating thereto; (B) all supplies and
materials used in the operation, maintenance, repair, replacement, and
security of the Building; (C) costs for improvements made to the
Building which, although capital in nature, are expected to reduce the
normal operating costs (including all utility costs) of the Building,
as amortized using a commercially reasonable interest rate over the
time period reasonably estimated by Landlord to recover the costs
thereof taking into consideration the anticipated cost savings, as
determined by Landlord using its good faith, commercially reasonable
judgment, as well as capital improvements made in order to comply with
any Law hereafter promulgated by any governmental authority or any
interpretation hereafter rendered with respect to any existing Law, as
amortized using a commercially reasonable interest rate over the
useful economic life of such improvements as determined by Landlord in
its reasonable discretion; (D) cost of all utilities, except the cost
of utilities reimbursable to Landlord by the Building's tenants other
than pursuant to a provision similar to this Section 4.(b); (E)
insurance expenses; (F) repairs, replacements, and general maintenance
of the Building; and (G) service or maintenance contracts with
independent contractors for the operation, maintenance, repair,
replacement, or security of the Building (including alarm service,
window cleaning, and elevator maintenance).

Operating Costs shall not include costs for (i) capital
improvements made to the Building, other than capital improvements
described in Section 4.(b)(2)(C) and except for items which are
generally considered maintenance and repair items, such as painting of
common areas, replacement of carpet in elevator lobbies, and the like;
(ii) repair, replacements and general maintenance paid by proceeds of
insurance or by Tenant or other third parties; (iii) interest,
amortization or other payments on loans to Landlord; (iv)
depreciation; (v) leasing commissions; (vi) legal expenses for
services, other than those that benefit the Building tenants generally
(e.g., tax disputes); (vii) renovating or otherwise improving space
for occupants of the Building or vacant space in the Building; (viii)
Taxes; and (ix) federal income taxes imposed on or measured by the
income of Landlord from the operation of the Building. If the Expense
Stop is calculated on a base year basis, Operating Costs for the base
year only shall not include market-wide labor-rate increases due to
extraordinary circumstances, including boycotts and strikes; utility
rate increases due to extraordinary circumstances, including
conservation surcharges, boycotts, embargoes or other shortages; or
amortized costs relating to capital improvements.

(3) Tenant shall also pay its Proportionate Share of any
increase in Taxes for each year and partial year falling within the
Term over the Taxes for the Base Tax Year. Tenant shall pay its
Proportionate Share of Taxes in the same manner as provided above for
Additional Rent with regard to Operating Costs. "TAXES" shall mean
taxes, assessments, and governmental charges or fees whether federal,
state, county or municipal, and whether they be by taxing districts or
authorities presently taxing or by others, subsequently created or
otherwise, and any other taxes and assessments (including
non-governmental assessments for common charges under a restrictive
covenant or other private agreement that are not treated as part of
Operating Costs) now or hereafter attributable to the Building (or its
operation), excluding, however, penalties and interest thereon and
federal and state taxes on income (if the present method of taxation
changes so that in lieu of the whole or any part of any Taxes, there
is levied on Landlord a capital tax directly on the rents received
therefrom or a franchise tax, assessment, or charge based, in whole or
in part, upon such rents for the Building, then all such taxes,
assessments, or charges, or the part thereof so based, shall be deemed
to be included within the term "Taxes" for purposes

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hereof). Taxes shall include the costs of consultants retained in an
effort to lower taxes and all costs incurred in disputing any taxes or
in seeking to lower the tax valuation of the Building. For property
tax purposes, Tenant waives all rights to protest or appeal the
appraised value of the Premises, as well as the Building, and all
rights to receive notices of reappraisement.

(4) Intentionally deleted.

(5) By April 1 of each calendar year, or as soon thereafter
as practicable, Landlord shall furnish to Tenant a statement of
Operating Costs for the previous year, in each case adjusted as
provided in Section 4.(b)(6), and of the Taxes for the previous year
(the "OPERATING COSTS AND TAX STATEMENT"). If the Operating Costs and
Tax Statement reveals that Tenant paid more for Operating Costs than
the actual amount for the year for which such statement was prepared,
or more than its actual share of Taxes for such year, then Landlord
shall promptly credit or reimburse Tenant for such excess; likewise,
if Tenant paid less than Tenant's actual Proportionate Share of
Additional Rent or share of Taxes due, then Tenant shall promptly pay
Landlord such deficiency.

(6) With respect to any calendar year or partial calendar
year in which the Building is not occupied to the extent of 95% of the
rentable area thereof, the Operating Costs for such period shall, for
the purposes hereof, be increased to the amount which would have been
incurred had the Building been occupied to the extent of 95% of the
rentable area thereof.

5. DELINQUENT PAYMENT; HANDLING CHARGES. All past due payments
required of Tenant hereunder shall bear interest from the date due until paid at
the lesser of eighteen percent per annum or the maximum lawful rate of interest;
additionally, Landlord may charge Tenant a fee equal to five percent of the
delinquent payment to reimburse Landlord for its cost and inconvenience incurred
as a consequence of Tenant's delinquency. In no event, however, shall the
charges permitted under this Section 5 or elsewhere in this Lease, to the extent
they are considered to be interest under applicable Law, exceed the maximum
lawful rate of interest. Notwithstanding the foregoing, the late fee referenced
above shall not be charged with respect to the first occurrence (but not any
subsequent occurrence) during any 12-month period that Tenant fails to make
payment when due, until five days after Landlord delivers written notice of such
delinquency to Tenant.

6. SECURITY DEPOSIT. Contemporaneously with the execution of this
Lease, Tenant shall pay to Landlord the Security Deposit, which shall be held by
Landlord to secure Tenant's performance of its obligations under this Lease. The
Security Deposit is not an advance payment of Rent or a measure or limit of
Landlord's damages upon an Event of Default (as defined herein). Landlord may,
from time to time following an Event of Default and without prejudice to any
other remedy, use all or a part of the Security Deposit to perform any
obligation Tenant fails to perform hereunder. Following any such application of
the Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount.
Provided that Tenant has performed all of its obligations hereunder, Landlord
shall, within 30 days after the Term ends, return to Tenant the portion of the
Security Deposit which was not applied to satisfy Tenant's obligations. The
Security Deposit may be commingled with other funds, and no interest shall be
paid thereon. If Landlord transfers its interest in the Premises and the
transferee assumes Landlord's obligations under this Lease, then Landlord may
assign the Security Deposit to the transferee and Landlord thereafter shall have
no further liability for the return of the Security Deposit.

7. LANDLORD'S OBLIGATIONS.

(a) SERVICES. Landlord shall use all reasonable efforts to f
urnish to Tenant (1) water at those points of supply provided for general use of
tenants of the Building; (2) heated and refrigerated air conditioning ("HVAC")
as appropriate, at such temperatures and in such amounts as are standard for
comparable buildings in the vicinity of the Building; (3) janitorial service to
the Premises on weekdays, other than holidays, for Building-standard
installations and such window washing as may from time to time be reasonably
required; (4) elevators for ingress and egress to the floor on which the
Premises are located, in common with other tenants, provided that Landlord may
reasonably limit the number of operating elevators during non-business hours and
holidays; and (5) electrical current during normal business hours for equipment
that does not require more than 110 volts and whose electrical energy
consumption does not exceed normal office usage. Landlord agrees that the office
equipment listed on Exhibit K hereto, which specifies by type and quantity the
equipment to be installed in the Premises by Tenant, shall be considered normal
office equipment. Landlord shall maintain the common areas of the Building in
reasonably good order and condition, except for damage caused by a Tenant Party.
If Tenant desires any of the services specified in Section 7.(a)(2): (A) at any
time other than between 7:00 a.m. and 6:00 p.m. on weekdays and between 8:00
a.m. and 1:00 p.m. on Saturday (in each case other than holidays), or (B) on
Sunday or holidays, then such services shall be supplied to Tenant upon the
written request of Tenant delivered to Landlord before 3:00 p.m. on the business
day preceding such extra usage, and Tenant shall pay to Landlord the cost of
such services within 30 days after Landlord has delivered to

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Tenant an invoice therefor. These costs for the initial year of the Term shall
be Ten Dollars ($10.00) per hour for air handler only and Twenty-Five Dollars
($25.00) per hour for air conditioning. The costs incurred by Landlord in
providing after-hour HVAC service to Tenant shall include costs for electricity,
water, sewage, water treatment, labor, metering, filtering, and maintenance
reasonably allocated by Landlord to providing such service.

(b) EXCESS UTILITY USE. Landlord shall not be required to furnish
electrical current for equipment that requires more than 110 volts or other
equipment whose electrical energy consumption exceeds normal office usage. If
Tenant's requirements for or consumption of electricity exceed the electricity
to be provided by Landlord as described in Section 7.(a), Landlord shall, at
Tenant's expense, make reasonable efforts to supply such service through the
then-existing feeders and risers serving the Building and the Premises, and
Tenant shall pay to Landlord the cost of such service within 30 days after
Landlord has delivered to Tenant an invoice therefor. Landlord may determine the
amount of such additional consumption and potential consumption by any
verifiable method, including installation of a separate meter in the Premises
installed, maintained, and read by Landlord, at Tenant's expense. Tenant shall
not install any electrical equipment requiring special wiring or requiring
voltage in excess of 110 volts or otherwise exceeding Building capacity unless
approved in advance by Landlord. The use of electricity in the Premises shall
not exceed the capacity of existing feeders and risers to or wiring in the
Premises. Any risers or wiring required to meet Tenant's excess electrical
requirements shall, upon Tenant's written request, be installed by Landlord, at
Tenant's cost, if, in Landlord's judgment, the same are necessary and shall not
cause permanent damage to the Building or the Premises, cause or create a
dangerous or hazardous condition, entail excessive or unreasonable alterations,
repairs, or expenses, or interfere with or disturb other tenants of the
Building. If Tenant uses machines or equipment in the Premises which affect the
temperature otherwise maintained by the air conditioning system or otherwise
overload any utility, Landlord may install supplemental air conditioning units
or other supplemental equipment in the Premises, and the cost thereof, including
the cost of installation, operation, use, and maintenance, shall be paid by
Tenant to Landlord within 30 days after Landlord has delivered to Tenant an
invoice therefor.

(c) RESTORATION OF SERVICES; ABATEMENT. Landlord shall use
reasonable efforts to restore any service required of it that becomes
unavailable; however, such unavailability shall not render Landlord liable for
any damages caused thereby, be a constructive eviction of Tenant, constitute a
breach of any implied warranty, or, except as provided in the next sentence,
entitle Tenant to any abatement of Tenant's obligations hereunder. If, however,
Tenant is prevented from using the Premises for more than 20 consecutive
business days because of the unavailability of any such service (or 15
consecutive business days because of the unavailability and the restoration of
such services is within the reasonable control of Landlord) and such
unavailability was not caused by a Tenant Party, then Tenant shall, as its
exclusive remedy be entitled to a reasonable abatement of Rent for each
consecutive day (after such 20-day period or after such 15-day period, as
applicable) that Tenant is so prevented from using the Premises.

8. IMPROVEMENTS; ALTERATIONS; REPAIRS; MAINTENANCE.

(a) IMPROVEMENTS; ALTERATIONS. Improvements to the Premises shall
be installed at Tenant's expense only in accordance with plans and
specifications which have been previously submitted to and approved in writing
by Landlord, which approval shall be governed by standards in the following
sentence. No alterations or physical additions in or to the Premises may be made
without Landlord's prior written consent, which shall not be unreasonably
withheld or delayed; however, Landlord may withhold its consent to any
alteration or addition that would adversely affect (in the reasonable discretion
of Landlord) (1) the Building's Structure or the Building's Systems (including
the Building's restrooms or mechanical rooms), (2) the exterior appearance of
the Building, or (3) the appearance of the Building's common areas or elevator
lobby areas. Tenant shall not paint or install lighting or decorations, signs,
window or door lettering, or advertising media of any type on or about the
Premises without the prior written consent of Landlord, which shall not be
unreasonably withheld or delayed; however, Landlord may withhold its consent to
any such painting or installation which would affect the appearance of the
exterior of the Building or of any common areas of the Building. All
alterations, additions, and improvements shall be constructed, maintained, and
used by Tenant, at its risk and expense, in accordance with all Laws; Landlord's
consent to or approval of any alterations, additions or improvements (or the
plans therefor) shall not constitute a representation or warranty by Landlord,
nor Landlord's acceptance, that the same comply with sound architectural and/or
engineering practices or with all applicable Laws, and Tenant shall be solely
responsible for ensuring all such compliance.

(b) REPAIRS; MAINTENANCE. Tenant shall maintain the Premises in a
clean, safe, and operable condition, and shall not permit or allow to remain any
waste or damage to any portion of the Premises. Tenant shall repair or replace,
subject to Landlord's direction and supervision, any damage to the Building
caused by a Tenant Party. If Tenant fails to make such repairs or replacements
within 15 days of receipt of written notice (unless such repair is an emergency)
of such damage, then Landlord may make the same at Tenant's cost. If any such
damage occurs outside of the Premises, then Landlord may

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elect to repair such damage at Tenant's expense, rather than having Tenant
repair such damage. The cost of all repair or replacement work performed
by Landlord under this Section 8 shall be paid by Tenant to Landlord within 30
days after Landlord has invoiced Tenant therefor.

(c) PERFORMANCE OF WORK. All work described in this Section 8
shall be performed only by Landlord or by contractors and subcontractors
approved in writing by Landlord. Tenant shall cause all contractors and
subcontractors to procure and maintain insurance coverage naming Landlord as an
additional insured against such risks, in such amounts, and with such companies
as Landlord may reasonably require. All such work shall be performed in
accordance with all Laws and in a good and workmanlike manner so as not to
damage the Building (including the Premises, the Building's Structure and the
Building's Systems). All such work which may affect the Building's Structure or
the Building's Systems must be approved by the Building's engineer of record, at
Tenant's expense and, at Landlord's election, must be performed by Landlord's
usual contractor for such work.

(d) MECHANIC'S LIENS. Tenant shall not permit any mechanic's
liens to be filed against the Premises or the Building for any work performed,
materials furnished, or obligation incurred by or at the request of Tenant. If
such a lien is filed, then Tenant shall, within ten days after Landlord has
delivered notice of the filing thereof to Tenant (or such earlier time period as
may be necessary to prevent the forfeiture of the Building or any interest of
Landlord therein or the imposition of a civil or criminal fine with respect
thereto), either (1) pay the amount of the lien and cause the lien to be
released of record, or (2) diligently contest such lien and deliver to Landlord
a bond or other security reasonably satisfactory to Landlord. If Tenant fails to
timely take either such action, then Landlord may pay the lien claim, and any
amounts so paid, including expenses and interest, shall be paid by Tenant to
Landlord within ten days after Landlord has invoiced Tenant therefor. All
materialmen, contractors, artisans, mechanics, laborers and any other persons
now or hereafter contracting with Tenant or any contractor or subcontractor of
Tenant for the furnishing of any labor, services, materials, supplies or
equipment with respect to any portion of the Premises, at any time from the date
hereof until the end of the Term, are hereby charged with notice that they look
exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed
a consent by Landlord to any liens being placed upon the Building or Landlord's
interest therein due to any work performed by or for Tenant.

9. USE. Tenant shall continuously occupy and use the Premises only
for the Permitted Use and shall comply with all Laws relating to the use,
condition, access to, and occupancy of the Premises. The population density
within the Premises as a whole shall at no time exceed one person for each 200
rentable square feet in the Premises, not including Tenant's visitors or clients
utilizing the training rooms from time to time. Tenant shall not conduct second
or third shift operations within the Premises; however, Tenant may use the
Premises after normal business hours, so long as Tenant is not generally
conducting business from the Premises after normal business hours. The Premises
shall not be used for any use which is disreputable, creates extraordinary fire
hazards, or results in an increased rate of insurance on the Building or its
contents, or for the storage of any Hazardous Materials (other than typical
office supplies [e.g., photocopier toner] and then only in compliance with all
Laws). Tenant shall not use any substantial portion of the Premises for a "call
center," any other telemarketing use, or any credit processing use. If, because
of a Tenant Party's acts, the rate of insurance on the Building or its contents
increases, then such acts shall be an Event of Default, Tenant shall pay to
Landlord the amount of such increase on demand, and acceptance of such payment
shall not waive any of Landlord's other rights. Tenant shall conduct its
business and control each other Tenant Party so as not to create any nuisance or
unreasonably interfere with other tenants or Landlord in its management of the
Building.

10. ASSIGNMENT AND SUBLETTING.

(a) TRANSFERS. Except as provided in Section 10.(g), Tenant shall
not, without the prior written consent of Landlord, (1) assign, transfer, or
encumber this Lease or any estate or interest herein, whether directly or by
operation of law, (2) permit any other entity to become Tenant hereunder by
merger, consolidation, or other reorganization, (3) if Tenant is an entity other
than a corporation whose stock is publicly traded, permit the transfer of an
ownership interest in Tenant so as to result in a change in the current control
of Tenant, (4) sublet any portion of the Premises, (5) grant any license,
concession, or other right of occupancy of any portion of the Premises, or (6)
permit the use of the Premises by any parties other than Tenant (any of the
events listed in Section 10.(a)(1) through 10.(a)(6) being a "TRANSFER").

(b) CONSENT STANDARDS. Landlord shall not unreasonably withhold
its consent to any assignment or subletting of the Premises, provided that the
proposed transferee (A) is creditworthy, (B) has a good reputation in the
business community, (C) will use the Premises for the Permitted Use (thus,
excluding, without limitation, uses for credit processing and telemarketing) and
will not use the Premises in any manner that would conflict with any exclusive
use agreement or other similar agreement entered into by Landlord with any other
tenant of the Building, (D) is not a governmental entity, or subdivision or
agency thereof, and (E) is not another occupant of the Building or person or
entity with

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whom Landlord is negotiating to lease space in the Building; otherwise, Landlord
may withhold its consent in its sole discretion.

(c) REQUEST FOR CONSENT. If Tenant requests Landlord's consent to
a Transfer, then, at least 15 business days prior to the effective date of the
proposed Transfer, Tenant shall provide Landlord with a written description of
all terms and conditions of the proposed Transfer, copies of the proposed
documentation, and the following information about the proposed transferee: name
and address; reasonably satisfactory information about its business and business
history; its proposed use of the Premises; banking, financial, and other credit
information; and general references sufficient to enable Landlord to determine
the proposed transferee's creditworthiness and character. Concurrently with
Tenant's notice of any request for consent to a Transfer, Tenant shall pay to
Landlord a fee of $1,000 to defray Landlord's expenses in reviewing such
request, and Tenant shall also reimburse Landlord immediately upon request for
its reasonable attorneys' fees incurred in connection with considering any
request for consent to a Transfer.

(d) CONDITIONS TO CONSENT. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord a written
agreement whereby it expressly assumes Tenant's obligations hereunder; however,
any transferee of less than all of the space in the Premises shall be liable
only for obligations under this Lease that are properly allocable to the space
subject to the Transfer for the period of the Transfer. No Transfer shall
release Tenant from its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Rent. Tenant authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord to do so following the
occurrence of an Event of Default hereunder. Tenant shall pay for the cost of
any demising walls or other improvements necessitated by a proposed subletting
or assignment.

(e) CANCELLATION. Landlord may, within 30 days after submission
of Tenant's written request for Landlord's consent to an assignment or
subletting, cancel this Lease as to the portion of the Premises proposed to be
sublet or assigned as of the date the proposed Transfer is to be effective. If
Landlord cancels this Lease as to any portion of the Premises, then this Lease
shall cease for such portion of the Premises and Tenant shall pay to Landlord
all Rent accrued through the cancellation date relating to the portion of the
Premises covered by the proposed Transfer. Thereafter, Landlord may lease such
portion of the Premises to the prospective transferee (or to any other person)
without liability to Tenant.

(f) ADDITIONAL COMPENSATION. Tenant shall pay to Landlord,
immediately upon receipt thereof, the excess of (1) all compensation received by
Tenant for a Transfer less the costs reasonably incurred by Tenant with
unaffiliated third parties in connection with such Transfer (i.e., brokerage
commissions, tenant finish work, and the like) over (2) the Rent allocable to
the portion of the Premises covered thereby.

(g) PERMITTED TRANSFERS. Notwithstanding Section 10.(a), Tenant
may Transfer all or part of its interest in this Lease or all or part of the
Premises (a "PERMITTED TRANSFER") to the following types of entities (a
"PERMITTED TRANSFEREE") without the written consent of Landlord:

(1) an Affiliate of Tenant;

(2) any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity in
which or with which Tenant, or its corporate successors or assigns, is
merged or consolidated, in accordance with applicable statutory
provisions governing merger and consolidation of business entities, so
long as (A) Tenant's obligations hereunder are assumed by the entity
surviving such merger or created by such consolidation; and (B) the
Tangible Net Worth of the surviving or created entity is not less than
the Tangible Net Worth of Tenant as of the date hereof; or

(3) any corporation, limited partnership, limited liability
partnership, limited liability company or other business entity
acquiring all or substantially all of Tenant's assets if such entity's
Tangible Net Worth after such acquisition is not less than the
Tangible Net Worth of Tenant as of the date hereof.

Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant
shall remain liable for the performance of all of the obligations of Tenant
hereunder, or if Tenant no longer exists because of a merger, consolidation, or
acquisition, the surviving or acquiring entity shall expressly assume in writing
the obligations of Tenant hereunder. Additionally, the Permitted Transferee
shall comply with all of the terms and conditions of this Lease, including the
Permitted Use, and the use of the Premises by the

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Permitted Transferee may not violate any other agreements affecting the
Premises, the Building, Landlord or other tenants of the Building. At least 30
days after the effective date of any Permitted Transfer, Tenant agrees to
furnish Landlord with copies of the instrument effecting any of the foregoing
Transfers and documentation establishing Tenant's satisfaction of the
requirements set forth above applicable to any such Transfer. The occurrence of
a Permitted Transfer shall not waive Landlord's rights as to any subsequent
Transfers. "TANGIBLE NET WORTH" means the excess of total assets over total
liabilities, in each case as determined in accordance with generally accepted
accounting principles consistently applied ("GAAP"), excluding, however, from
the determination of total assets all assets which would be classified as
intangible assets under GAAP including goodwill, licenses, patents, trademarks,
trade names, copyrights, and franchises. Any subsequent Transfer by a Permitted
Transferee shall be subject to the terms of this Section 10.

11. INSURANCE; WAIVERS; SUBROGATION; INDEMNITY.

(a) TENANT'S INSURANCE. Tenant shall maintain throughout the Term
the following insurance policies: (1) commercial general liability insurance in
amounts of $3,000,000 per occurrence or, following the expiration of the initial
Term, such other amounts as Landlord may from time to time reasonably require
(and, if the use and occupancy of the Premises include any activity or matter
that is or may be excluded from coverage under a commercial general liability
policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant
shall obtain such endorsements to the commercial general liability policy or
otherwise obtain insurance to insure all liability arising from such activity or
matter [including liquor liability, if applicable] in such amounts as Landlord
may reasonably require), insuring Tenant, Landlord, Landlord's agents and their
respective Affiliates against all liability for injury to or death of a person
or persons or damage to property arising from the use and occupancy of the
Premises, (2) insurance covering the full value of Tenant's property and
improvements, and other property (including property of others) in the Premises,
(3) contractual liability insurance sufficient to cover Tenant's indemnity
obligations hereunder (but only if such contractual liability insurance is not
already included in Tenant's commercial general liability insurance policy), (4)
worker's compensation insurance, and (5) business interruption insurance.
Tenant's insurance shall provide primary coverage to Landlord when any policy
issued to Landlord provides duplicate or similar coverage, and in such
circumstance Landlord's policy will be excess over Tenant's policy. Tenant shall
furnish to Landlord certificates of such insurance and such other evidence
satisfactory to Landlord of the maintenance of all insurance coverages required
hereunder, and Tenant shall obtain a written obligation on the part of each
insurance company to notify Landlord at least 30 days before cancellation or a
material change of any such insurance policies. All such insurance policies
shall be in form, and issued by companies, reasonably satisfactory to Landlord.

(b) LANDLORD'S INSURANCE. Throughout the Term of this Lease,
Landlord shall maintain, as a minimum, the following insurance policies: (1)
fire and extended risk insurance for the Building's replacement value and (2)
commercial general liability insurance in an amount of not less than $3,000,000.
The cost of all insurance carried by Landlord with respect to the Building shall
be included in Operating Costs. The foregoing insurance policies and any other
insurance carried by Landlord shall be for the sole benefit of Landlord and
under Landlord's sole control, and Tenant shall have no right or claim to any
proceeds thereof or any other rights thereunder.

(c) NO SUBROGATION. Landlord and Tenant each waives any claim it
might have against the other for any injury to or death of any person or persons
or damage to or theft, destruction, loss, or loss of use of any property (a
"LOSS"), to the extent the same is insured against under any insurance policy
that covers the Building, the Premises, Landlord's or Tenant's fixtures,
personal property, leasehold improvements, or business, or is required to be
insured against under the terms hereof, REGARDLESS OF WHETHER THE NEGLIGENCE OF
THE OTHER PARTY CAUSED SUCH LOSS. Each party shall cause its insurance carrier
to endorse all applicable policies waiving the carrier's rights of recovery
under subrogation or otherwise against the other party.

(d) INDEMNITY. Subject to Section 11.(c), Tenant shall defend,
indemnify, and hold harmless Landlord and its representatives and agents from
and against all claims, demands, liabilities, causes of action, suits,
judgments, damages, and expenses (including attorneys' fees) arising from (1)
any Loss arising from any occurrence on the Premises, or (2) Tenant's failure to
perform its obligations under this Lease, EVEN THOUGH CAUSED OR ALLEGED TO BE
CAUSED BY THE NEGLIGENCE OR FAULT OF LANDLORD OR ITS AGENTS (OTHER THAN A LOSS
ARISING FROM THE SOLE OR GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF LANDLORD OR
ITS AGENTS), AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF ACTION, OR SUIT IS BASED
UPON OR ALLEGED TO BE BASED UPON THE STRICT LIABILITY OF LANDLORD OR ITS AGENTS.
THIS INDEMNITY IS INTENDED TO INDEMNIFY LANDLORD AND ITS AGENTS AGAINST THE
CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT AS PROVIDED ABOVE WHEN LANDLORD OR
ITS AGENTS ARE JOINTLY, COMPARATIVELY, CONTRIBUTIVELY, OR CONCURRENTLY NEGLIGENT
WITH TENANT. Subject to Section 11.(c), Landlord shall defend, indemnify, and
hold harmless Tenant and its agents from and against all claims, demands,
liabilities, causes of action, suits, judgments, and expenses (including
attorneys' fees) for any Loss arising from any occurrence in the Building's
common areas, EVEN THOUGH CAUSED OR ALLEGED TO BE CAUSED BY THE NEGLIGENCE OR
FAULT OF TENANT OR ITS AGENTS

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(OTHER THAN A LOSS ARISING FROM THE SOLE OR GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF TENANT OR ITS AGENTS), AND EVEN THOUGH ANY SUCH CLAIM, CAUSE OF
ACTION, OR SUIT IS BASED UPON OR ALLEGED TO BE BASED UPON THE STRICT LIABILITY
OF TENANT OR ITS AGENTS. THIS INDEMNITY IS INTENDED TO INDEMNIFY TENANT AND ITS
AGENTS AGAINST THE CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT AS PROVIDED
ABOVE WHEN TENANT OR ITS AGENTS ARE JOINTLY, COMPARATIVELY, CONTRIBUTIVELY, OR
CONCURRENTLY NEGLIGENT WITH LANDLORD. The indemnities set forth in this Section
11.(d) shall survive termination or expiration of this Lease and shall not
terminate or be waived, diminished or affected in any manner by any abatement or
apportionment of Rent under any provision of this Lease. If any proceeding is
filed for which indemnity is required hereunder, the indemnifying party agrees,
upon request therefor, to defend the indemnified party in such proceeding at its
sole cost utilizing counsel satisfactory to the indemnified party.

12. SUBORDINATION; ATTORNMENT; NOTICE TO LANDLORD'S MORTGAGEE.

(a) SUBORDINATION. This Lease shall be subordinate to any deed of
trust, mortgage, or other security instrument (each, a "MORTGAGE"), or any
ground lease, master lease, or primary lease (each, a "PRIMARY LEASE"), that now
or hereafter covers all or any part of the Premises (the mortgagee under any
such Mortgage, beneficiary under any such deed of trust, or the lessor under any
such Primary Lease is referred to herein as a "LANDLORD'S MORTGAGEE"). Any
Landlord's Mortgagee may elect, at any time, unilaterally, to make this Lease
superior to its Mortgage, Primary Lease, or other interest in the Premises by so
notifying Tenant in writing. The provisions of this Section shall be
self-operative and no further instrument of subordination shall be required;
however, in confirmation of such subordination, Tenant shall execute and return
to Landlord (or such other party designated by Landlord) within ten days after
written request therefor such documentation, in recordable form if required, as
a Landlord's Mortgagee may reasonably request to evidence the subordination of
this Lease to such Landlord's Mortgagee's Mortgage or Primary Lease (including a
subordination, non-disturbance and attornment agreement) or, if the Landlord's
Mortgagee so elects, the subordination of such Landlord's Mortgagee's Mortgage
or Primary Lease to this Lease.

(b) ATTORNMENT. Tenant shall attorn to any party succeeding to
Landlord's interest in the Premises, whether by purchase, foreclosure, deed in
lieu of foreclosure, power of sale, termination of lease, or otherwise, upon
such party's request, and shall execute such agreements confirming such
attornment as such party may reasonably request.

(c) NOTICE TO LANDLORD'S MORTGAGEE. Tenant shall not seek to
enforce any remedy it may have for any default on the part of Landlord without
first giving written notice by certified mail, return receipt requested,
specifying the default in reasonable detail, to any Landlord's Mortgagee whose
address has been given to Tenant, and affording such Landlord's Mortgagee a
reasonable opportunity to perform Landlord's obligations hereunder.

(d) LANDLORD'S MORTGAGEE'S PROTECTION PROVISIONS. If Landlord's
Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord's
Mortgagee shall not be: (1) liable for any act or omission of any prior lessor
(including Landlord); (2) bound by any rent or additional rent or advance rent
which Tenant might have paid for more than the current month to any prior lessor
(including Landlord), and all such rent shall remain due and owing,
notwithstanding such advance payment; (3) bound by any security or advance
rental deposit made by Tenant which is not delivered or paid over to Landlord's
Mortgagee and with respect to which Tenant shall look solely to Landlord for
refund or reimbursement; (4) bound by any termination, amendment or modification
of this Lease made without Landlord's Mortgagee's consent and written approval,
except for those terminations, amendments and modifications permitted to be made
by Landlord without Landlord's Mortgagee's consent pursuant to the terms of the
loan documents between Landlord and Landlord's Mortgagee; (5) subject to the
defenses which Tenant might have against any prior lessor (including Landlord);
and (6) subject to the offsets which Tenant might have against any prior lessor
(including Landlord) except for those offset rights which (A) are expressly
provided in this Lease, (B) relate to periods of time following the acquisition
of the Building by Landlord's Mortgagee, and (C) Tenant has provided written
notice to Landlord's Mortgagee and provided Landlord's Mortgagee a reasonable
opportunity to cure the event giving rise to such offset event. Landlord's
Mortgagee shall have no liability or responsibility under or pursuant to the
terms of this Lease or otherwise after it ceases to own an interest in the
Building. Nothing in this Lease shall be construed to require Landlord's
Mortgagee to see to the application of the proceeds of any loan, and Tenant's
agreements set forth herein shall not be impaired on account of any modification
of the documents evidencing and securing any loan.

13. RULES AND REGULATIONS. Tenant shall comply with the rules and
regulations of the Building which are attached hereto as Exhibit C. Landlord
may, from time to time, change such rules and regulations for the safety, care,
or cleanliness of the Building and related facilities, provided that such
changes are applicable to all tenants of the Building, will not unreasonably
interfere with Tenant's use of the Premises and are enforced by Landlord in a
non-discriminatory manner. Tenant shall be responsible for the compliance with
such rules and regulations by each Tenant Party.

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14. CONDEMNATION.

(a) TOTAL TAKING. If the entire Building or Premises are taken by
right of eminent domain or conveyed in lieu thereof (a "TAKING"), this Lease
shall terminate as of the date of the Taking.

(b) PARTIAL TAKING - TENANT'S RIGHTS. If any part of the Building
becomes subject to a Taking and such Taking will prevent Tenant from conducting
its business in the Premises in a manner reasonably comparable to that conducted
immediately before such Taking for a period of more than 180 days, then Tenant
may terminate this Lease as of the date of such Taking by giving written notice
to Landlord within 30 days after the Taking, and Basic Rent and Additional Rent
shall be apportioned as of the date of such Taking. If Tenant does not terminate
this Lease, then Rent shall be abated on a reasonable basis as to that portion
of the Premises rendered untenantable by the Taking.

(c) PARTIAL TAKING - LANDLORD'S RIGHTS. If any material portion,
but less than all, of the Building becomes subject to a Taking, or if Landlord
is required to pay any of the proceeds arising from a Taking to a Landlord's
Mortgagee, then Landlord may terminate this Lease by delivering written notice
thereof to Tenant within 30 days after such Taking, and Basic Rent and
Additional Rent shall be apportioned as of the date of such Taking. If Landlord
does not so terminate this Lease, then this Lease will continue, but if any
portion of the Premises has been taken, Rent shall xxxxx as provided in the last
sentence of Section 14.(b).

(d) AWARD. If any Taking occurs, then Landlord shall receive the
entire award or other compensation for the Land, the Building, and other
improvements taken; however, Tenant may separately pursue a claim (to the extent
it will not reduce Landlord's award) against the condemnor for the value of
Tenant's personal property which Tenant is entitled to remove under this Lease
and for relocation costs.

15. FIRE OR OTHER CASUALTY.

(a) REPAIR ESTIMATE. If the Premises or the Building are damaged
by fire or other casualty (a "CASUALTY"), Landlord shall, within 90 days after
such Casualty, deliver to Tenant a good faith estimate (the "DAMAGE NOTICE") of
the time needed to repair the damage caused by such Casualty.

(b) TENANT'S RIGHTS. If a material portion of the Premises is
damaged by Casualty such that Tenant is prevented from conducting its business
in the Premises in a manner reasonably comparable to that conducted immediately
before such Casualty and Landlord estimates that the damage caused thereby
cannot be repaired within 210 days after the Casualty (the "REPAIR PERIOD"),
then Tenant may terminate this Lease by delivering written notice to Landlord of
its election to terminate within 30 days after the Damage Notice has been
delivered to Tenant.

(c) LANDLORD'S RIGHTS. If a Casualty damages the Premises or a
material portion of the Building and (1) Landlord estimates that the damage to
the Premises cannot be repaired within the Repair Period, (2) the damage to the
Premises exceeds 50% of the replacement cost thereof (excluding foundations and
footings), as estimated by Landlord, and such damage occurs during the last two
years of the Term, (3) regardless of the extent of damage to the Premises,
Landlord makes a good faith determination that restoring the Building would be
uneconomical, or (4) Landlord is required to pay any insurance proceeds arising
out of the Casualty to a Landlord's Mortgagee, then Landlord may terminate this
Lease by giving written notice of its election to terminate within 30 days after
the Damage Notice has been delivered to Tenant.

(d) REPAIR OBLIGATION. If neither party elects to terminate this
Lease following a Casualty, then Landlord shall, within a reasonable time after
such Casualty, begin to repair the Premises and shall proceed with reasonable
diligence to restore the Premises to substantially the same condition as they
existed immediately before such Casualty; however, Landlord shall only be
required to reconstruct the Premises to the extent of any improvements existing
therein on the date of the damage that were installed by Landlord as part of the
Work (if any) pursuant to Exhibit D ("LANDLORD'S CONTRIBUTION"), and Landlord's
obligation to repair or restore the Premises shall be limited to the extent of
the insurance proceeds actually received by Landlord for the Casualty in
question. Tenant shall be responsible for repairing or replacing its furniture,
equipment, fixtures, alterations and other improvements which Landlord is not
obligated to restore, and shall use the proceeds of its insurance for such
purpose. Tenant shall pay the difference between the total cost of
reconstructing the Premises and Landlord's Contribution ("TENANT'S
CONTRIBUTION"). Prior to Landlord's commencement of reconstruction, Tenant shall
place Landlord's estimate of Tenant's Contribution in escrow with Landlord (or
furnish Landlord other commercially reasonable assurances of payment thereof).

(e) ABATEMENT OF RENT. If the Premises are damaged by Casualty,
Rent for the portion of the Premises rendered untenantable by the damage shall
be abated on a reasonable basis from the date of damage until the completion of
Landlord's repairs (or until the date of termination of this

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Lease by Landlord or Tenant as provided above, as the case may be), unless a
Tenant Party caused such damage, in which case, Tenant shall continue to pay
Rent without abatement.

16. PERSONAL PROPERTY TAXES. Tenant shall be liable for all
taxes levied or assessed against personal property, furniture, or fixtures
placed by Tenant in the Premises. If any taxes for which Tenant is liable are
levied or assessed against Landlord or Landlord's property and Landlord elects
to pay the same, or if the assessed value of Landlord's property is increased by
inclusion of such personal property, furniture or fixtures and Landlord elects
to pay the taxes based on such increase, then Tenant shall pay to Landlord,
within 30 days following written request, the part of such taxes for which
Tenant is primarily liable hereunder; however, Landlord shall not pay such
amount if Tenant notifies Landlord that it will contest the validity or amount
of such taxes before Landlord makes such payment, and thereafter diligently
proceeds with such contest in accordance with Law and if the non-payment thereof
does not pose a threat of loss or seizure of the Building or interest of
Landlord therein or impose any fee or penalty against Landlord.

17. EVENTS OF DEFAULT. Each of the following occurrences shall be an
"EVENT OF DEFAULT":

(a) PAYMENT DEFAULT. Tenant's failure to pay Rent within five
days after Landlord has delivered written notice to Tenant that the same is due;
however, an Event of Default shall occur hereunder without any obligation of
Landlord to give any notice if Tenant fails to pay Rent when due and, during the
12 month interval preceding such failure, Landlord has given Tenant written
notice of failure to pay Rent on one or more occasions;

(b) ABANDONMENT. Tenant (1) abandons or vacates the Premises or
any substantial portion thereof or (2) fails to continuously operate its
business in the Premises;

(c) ESTOPPEL. Tenant fails to provide any estoppel certificate
after Landlord's written request therefor pursuant to Section 25.(e) and such
failure shall continue for five days after Landlord's second written notice
thereof to Tenant;

(d) OTHER DEFAULTS. Tenant's failure to perform, comply with, or
observe any other agreement or obligation of Tenant under this Lease and the
continuance of such failure for a period of more than 30 days after Landlord has
delivered to Tenant written notice thereof; and

(e) INSOLVENCY. The filing of a petition by or against Tenant
(the term "TENANT" shall include, for the purpose of this Section 17.(e), any
guarantor of Tenant's obligations hereunder) (1) in any bankruptcy or other
insolvency proceeding; (2) seeking any relief under any state or federal debtor
relief law; (3) for the appointment of a liquidator or receiver for all or
substantially all of Tenant's property or for Tenant's interest in this Lease;
or (4) for the reorganization or modification of Tenant's capital structure;
however, if such a petition is filed against Tenant, then such filing shall not
be an Event of Default unless Tenant fails to have the proceedings initiated by
such petition dismissed within 90 days after the filing thereof.

18. REMEDIES. Upon any Event of Default, Landlord may, in addition to
all other rights and remedies afforded Landlord hereunder or by law or equity,
take any one or more of the following actions:

(a) TERMINATION OF LEASE. Terminate this Lease by giving Tenant
written notice thereof, in which event Tenant shall pay to Landlord the sum of
(1) all Rent accrued hereunder through the date of termination, (2) all amounts
due under Section 19.(a), and (3) an amount equal to (A) the total Rent that
Tenant would have been required to pay for the remainder of the Term discounted
to present value at a per annum rate equal to the "Prime Rate" as published on
the date this Lease is terminated by The Wall Street Journal, Midwest Edition,
in its listing of "Money Rates" minus one percent, minus (B) the then present
fair rental value of the Premises for such period, similarly discounted;

(b) TERMINATION OF POSSESSION. Terminate Tenant's right to
possess the Premises without terminating this Lease by giving written notice
thereof to Tenant, in which event Tenant shall pay to Landlord (1) all Rent and
other amounts accrued hereunder to the date of termination of possession, (2)
all amounts due from time to time under Section 19.(a), and (3) all Rent and
other net sums required hereunder to be paid by Tenant during the remainder of
the Term, diminished by any net sums thereafter received by Landlord through
reletting the Premises during such period, after deducting all costs incurred by
Landlord in reletting the Premises. If Landlord elects to proceed under this
Section 18.(b), Landlord may remove all of Tenant's property from the Premises
and store the same in a public warehouse or elsewhere at the cost of, and for
the account of, Tenant, without becoming liable for any loss or damage which may
be occasioned thereby. Landlord shall have no obligation to relet the Premises,
and Landlord shall not be liable for, nor shall Tenant's obligations hereunder
be diminished because of, Landlord's failure to relet the Premises or to collect
rent due for such reletting. Tenant shall not be entitled to the excess of any
consideration obtained by reletting over the Rent due hereunder. Reentry by
Landlord in the Premises shall not affect Tenant's obligations hereunder for the
unexpired Term; rather, Landlord

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may, from time to time, bring an action against Tenant to collect amounts due by
Tenant, without the necessity of Landlord's waiting until the expiration of the
Term. Unless Landlord delivers written notice to Tenant expressly stating that
it has elected to terminate this Lease, all actions taken by Landlord to
dispossess or exclude Tenant from the Premises shall be deemed to be taken under
this Section 18.(b). If Landlord elects to proceed under this Section 18.(b), it
may at any time elect to terminate this Lease under Section 18.(a); or

(c) ALTERATION OF LOCKS. Additionally, with or without notice,
and without being deemed to have accepted a surrender of the Premises, and to
the extent permitted by Law, Landlord may alter locks or other security devices
at the Premises to deprive Tenant of access thereto, and Landlord shall not be
required to provide a new key or right of access to Tenant.

19. PAYMENT BY TENANT; NON-WAIVER; CUMULATIVE REMEDIES.

(a) PAYMENT BY TENANT. Upon any Event of Default, Tenant shall
pay to Landlord all costs incurred by Landlord (including court costs and
reasonable attorneys' fees and expenses) in (1) obtaining possession of the
Premises, (2) removing and storing Tenant's or any other occupant's property,
(3) repairing, restoring, altering, remodeling, or otherwise putting the
Premises into condition acceptable to a new tenant, (4) if Tenant is
dispossessed of the Premises and this Lease is not terminated, reletting all or
any part of the Premises (including brokerage commissions, cost of tenant finish
work, and other costs incidental to such reletting), (5) performing Tenant's
obligations which Tenant failed to perform, and (6) enforcing, or advising
Landlord of, its rights, remedies, and recourses arising out of the Event of
Default. To the full extent permitted by law, Landlord and Tenant agree the
federal and state courts of the state in which the Premises are located shall
have exclusive jurisdiction over any matter relating to or arising from this
Lease and the parties' rights and obligations under this Lease.

(b) NO WAIVER. Landlord's acceptance of Rent following an Event
of Default shall not waive Landlord's rights regarding such Event of Default. No
waiver by Landlord of any violation or breach of any of the terms contained
herein shall waive Landlord's rights regarding any future violation of such
term. Landlord's acceptance of any partial payment of Rent shall not waive
Landlord's rights with regard to the remaining portion of the Rent that is due,
regardless of any endorsement or other statement on any instrument delivered in
payment of Rent or any writing delivered in connection therewith; accordingly,
Landlord's acceptance of a partial payment of Rent shall not constitute an
accord and satisfaction of the full amount of the Rent that is due.

(c) CUMULATIVE REMEDIES. Any and all remedies set forth in this
Lease: (1) shall be in addition to any and all other remedies Landlord may have
at law or in equity, (2) shall be cumulative, and (3) may be pursued
successively or concurrently as Landlord may elect. The exercise of any remedy
by Landlord shall not be deemed an election of remedies or preclude Landlord
from exercising any other remedies in the future.

20. LANDLORD'S LIEN. In addition to any statutory landlord's lien, now
or hereafter enacted, Tenant grants to Landlord, to secure performance of
Tenant's obligations hereunder, a security interest in all goods (including
equipment and inventory), fixtures, and other personal property of Tenant
situated on the Premises, and all proceeds thereof (the "COLLATERAL"), and the
Collateral shall not be removed from the Premises without the prior written
consent of Landlord (other than in Tenant's ordinary course of business) until
all obligations of Tenant have been fully performed. Upon the occurrence of an
Event of Default, Landlord may, in addition to all other remedies, without
notice or demand except as provided below, exercise the rights afforded to a
secured party under the Uniform Commercial Code of the state in which the
Premises are located (the "UCC"). To the extent the UCC requires Landlord to
give to Tenant notice of any act or event and such notice cannot be validly
waived before a default occurs, then five-days' prior written notice thereof
shall be reasonable notice of the act or event. Tenant grants to Landlord a
power of attorney to execute and file any financing statement or other
instrument necessary to perfect Landlord's security interest under this Section
20, which power is coupled with an interest and is irrevocable during the Term.
Landlord may also file a copy of this Lease as a financing statement to perfect
its security interest in the Collateral. Within ten days following written
request therefor, Tenant shall execute financing statements to be filed of
record to perfect Landlord's security interest in the Collateral. Landlord
hereby subordinates its statutory lien, as well as the security interest granted
to it under this Section 20, to all "purchase money security interest" as such
term is defined in the UCC in the Collateral, and Landlord shall, at Tenant's
expense, execute Landlord's standard form of subordination documentation to
evidence such subordination.

21. SURRENDER OF PREMISES. No act by Landlord shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept a
surrender of the Premises shall be valid unless it is in writing and signed by
Landlord. At the expiration or termination of this Lease, Tenant shall deliver
to Landlord the Premises with all improvements located therein in good repair
and condition, free of Hazardous Materials placed on the Premises during the
Term, broom-clean, reasonable wear and tear (and condemnation and Casualty
damage not caused by Tenant, as to which Sections 14 and 15 shall control)

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excepted, and shall deliver to Landlord all keys to the Premises. Provided that
Tenant has performed all of its obligations hereunder, Tenant may remove all
unattached trade fixtures, furniture, and personal property placed in the
Premises or elsewhere in the Building by Tenant (but Tenant may not remove any
such item which was paid for, in whole or in part, by Landlord or any wiring or
cabling unless Landlord requires such removal). Additionally, at Landlord's
option, Tenant shall remove such alterations, additions, improvements, trade
fixtures, personal property, equipment, wiring, cabling, and furniture as
Landlord may request; however, Tenant shall not be required to remove any
addition or improvement to the Premises if Landlord has specifically agreed in
writing that the improvement or addition in question need not be removed. Tenant
shall repair all damage caused by such removal. All items not so removed shall,
at Landlord's option, be deemed to have been abandoned by Tenant and may be
appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord
without notice to Tenant and without any obligation to account for such items;
any such disposition shall not be considered a strict foreclosure or other
exercise of Landlord's rights in respect of the security interest granted under
Section 20. The provisions of this Section 21 shall survive the end of the Term.

22. HOLDING OVER. If Tenant fails to vacate the Premises at the end of
the Term, then Tenant shall be a tenant at sufferance and, in addition to all
other damages and remedies to which Landlord may be entitled for such holding
over, (a) Tenant shall pay, in addition to the other Rent, Basic Rent equal to
the greater of (1) 150% of the Basic Rent payable during the last month of the
Term, or (2) 125% of the prevailing rental rate in the Building for similar
space, and (b) Tenant shall otherwise continue to be subject to all of Tenant's
obligations under this Lease. The provisions of this Section 22 shall not be
deemed to limit or constitute a waiver of any other rights or remedies of
Landlord provided herein or at law. If Tenant fails to surrender the Premises
upon the termination or expiration of this Lease, in addition to any other
liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from all loss, costs (including reasonable
attorneys' fees) and liability resulting from such failure, including any claims
made by any succeeding tenant founded upon such failure to surrender, and any
lost profits to Landlord resulting therefrom.

23. CERTAIN RIGHTS RESERVED BY LANDLORD. Provided that the exercise of
such rights does not unreasonably interfere with Tenant's occupancy of the
Premises, Landlord shall have the following rights:

(a) BUILDING OPERATIONS. To decorate and to make inspections,
repairs, alterations, additions, changes, or improvements, whether structural or
otherwise, in and about the Building, or any part thereof; to enter upon the
Premises (after giving Tenant reasonable notice thereof, which may be oral
notice, except in cases of real or apparent emergency, in which case no notice
shall be required) and, during the continuance of any such work, to temporarily
close doors, entryways, public space, and corridors in the Building; to
interrupt or temporarily suspend Building services and facilities; to change the
name of the Building; and to change the arrangement and location of entrances or
passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or
other public parts of the Building;

(b) SECURITY. To take such reasonable measures as Landlord deems
advisable for the security of the Building and its occupants; evacuating the
Building for cause, suspected cause, or for drill purposes; temporarily denying
access to the Building; and closing the Building after normal business hours and
on Sundays and holidays, subject, however, to Tenant's right to enter when the
Building is closed after normal business hours under such reasonable regulations
as Landlord may prescribe from time to time;

(c) PROSPECTIVE PURCHASERS AND LENDERS. To enter the Premises at
all reasonable hours to show the Premises to prospective purchasers or lenders;
and

(d) PROSPECTIVE TENANTS. At any time during the last six (6)
months of the Term (or earlier if Tenant has notified Landlord in writing that
it does not desire to renew the Term) or at any time following the occurrence of
an Event of Default, to enter the Premises at all reasonable hours to show the
Premises to prospective tenants. Landlord will cooperate to provide Tenant
advance notice whenever possible

24. SUBSTITUTION SPACE. Intentionally deleted.

25. MISCELLANEOUS.

(a) LANDLORD TRANSFER. Landlord may transfer any portion of the
Building and any of its rights under this Lease. If Landlord assigns its rights
under this Lease, then Landlord shall thereby be released from any further
obligations hereunder arising after the date of transfer, provided that the
assignee assumes Landlord's obligations hereunder in writing.

(b) LANDLORD'S LIABILITY. The liability of Landlord (and its
partners, shareholders or members) to Tenant (or any person or entity claiming
by, through or under Tenant) for any default by

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Landlord under the terms of this Lease or any matter relating to or arising out
of the occupancy or use of the Premises and/or other areas of the Building shall
be limited to Tenant's actual direct, but not consequential, damages therefor
and shall be recoverable only from the interest of Landlord in the Building, and
Landlord (and its partners, shareholders or members) shall not be personally
liable for any deficiency.

(c) FORCE MAJEURE. Other than for Tenant's obligations under this
Lease that can be performed by the payment of money (e.g., payment of Rent and
maintenance of insurance), whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable or
responsible for, and there shall be excluded from the computation of any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental laws, regulations, or restrictions, or any
other causes of any kind whatsoever which are beyond the control of such party.

(d) BROKERAGE. Neither Landlord nor Tenant has dealt with any
broker or agent in connection with the negotiation or execution of this Lease,
other than Colliers Xxxxxx Xxxxxx Xxxxxx and Xxxxx & Xxxxx/Xxxxxxxx Partners,
whose commission shall be paid by Landlord, through Colliers Xxxxxx Xxxxxx
Xxxxxx, pursuant to a separate written agreement. Tenant and Landlord shall each
indemnify the other against all costs, expenses, attorneys' fees, liens and
other liability for commissions or other compensation claimed by any broker or
agent claiming the same by, through, or under the indemnifying party.

(e) ESTOPPEL CERTIFICATES. From time to time, Tenant shall
furnish to any party designated by Landlord, within ten days after Landlord has
made a request therefor, a certificate signed by Tenant confirming and
containing such factual certifications and representations as to this Lease as
Landlord may reasonably request. Unless otherwise required by Landlord's
Mortgagee or a prospective purchaser or mortgagee of the Building, the initial
form of estoppel certificate to be signed by Tenant is attached hereto as
Exhibit F.

(f) NOTICES. All notices and other communications given pursuant
to this Lease shall be in writing and shall be (1) mailed by first class, United
States Mail, postage prepaid, certified, with return receipt requested, and
addressed to the parties hereto at the address specified in the Basic Lease
Information, (2) hand delivered to the intended address, (3) sent by a
nationally recognized overnight courier service, or (4) sent by facsimile
transmission during normal business hours followed by a confirmatory letter sent
in another manner permitted hereunder. All notices shall be effective upon
delivery to the address of the addressee. The parties hereto may change their
addresses by giving notice thereof to the other in conformity with this
provision.

(g) SEPARABILITY. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future laws, then the
remainder of this Lease shall not be affected thereby and in lieu of such clause
or provision, there shall be added as a part of this Lease a clause or provision
as similar in terms to such illegal, invalid, or unenforceable clause or
provision as may be possible and be legal, valid, and enforceable.

(h) AMENDMENTS; BINDING EFFECT. This Lease may not be amended
except by instrument in writing signed by Landlord and Tenant. No provision of
this Lease shall be deemed to have been waived by Landlord unless such waiver is
in writing signed by Landlord, and no custom or practice which may evolve
between the parties in the administration of the terms hereof shall waive or
diminish the right of Landlord to insist upon the performance by Tenant in
strict accordance with the terms hereof. The terms and conditions contained in
this Lease shall inure to the benefit of and be binding upon the parties hereto,
and upon their respective successors in interest and legal representatives,
except as otherwise herein expressly provided. This Lease is for the sole
benefit of Landlord and Tenant, and, other than Landlord's Mortgagee, no third
party shall be deemed a third party beneficiary hereof.

(i) QUIET ENJOYMENT. Provided Tenant has performed all of its
obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term, without hindrance from Landlord or any party claiming by,
through, or under Landlord, but not otherwise, subject to the terms and
conditions of this Lease.

(j) NO MERGER. There shall be no merger of the leasehold estate
hereby created with the fee estate in the Premises or any part thereof if the
same person acquires or holds, directly or indirectly, this Lease or any
interest in this Lease and the fee estate in the leasehold Premises or any
interest in such fee estate.

(k) NO OFFER. The submission of this Lease to Tenant shall not be
construed as an offer, and Tenant shall not have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.

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(l) ENTIRE AGREEMENT. This Lease constitutes the entire agreement between
Landlord and Tenant regarding the subject matter hereof and supersedes all oral
statements and prior writings relating thereto. Except for those set forth in
this Lease, no representations, warranties, or agreements have been made by
Landlord or Tenant to the other with respect to this Lease or the obligations of
Landlord or Tenant in connection therewith. The normal rule of construction that
any ambiguities be resolved against the drafting party shall not apply to the
interpretation of this Lease or any exhibits or amendments hereto.

(m) GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the state in which the Premises are located.

(n) RECORDING. Tenant shall not record this Lease without the prior written
consent of Landlord, which consent may be withheld or denied in the sole and
absolute discretion of Landlord.

(o) JOINT AND SEVERAL LIABILITY. If Tenant is comprised of more than one
party, each such party shall be jointly and severally liable for Tenant's
obligations under this Lease. All unperformed obligations of Tenant at the end
of the Term shall survive.

(p) FINANCIAL REPORTS. Within 15 days after Landlord's request, Tenant will
furnish Tenant's most recent audited financial statements (including any notes
to them) to Landlord, or, if no such audited statements have been prepared, such
other financial statements (and notes to them) as may have been prepared by an
independent certified public accountant or, failing those, Tenant's internally
prepared financial statements. If Tenant is a publicly traded corporation,
Tenant may satisfy its obligations hereunder by providing to Landlord Tenant's
most recent annual and quarterly reports. Tenant will discuss its financial
statements with Landlord and, following the occurrence of an Event of Default
hereunder, will give Landlord access to Tenant's books and records in order to
enable Landlord to verify the financial statements. Landlord will not disclose
any aspect of Tenant's financial statements that Tenant designates to Landlord
as confidential except (1) to Landlord's Mortgagee or prospective mortgagees or
purchasers of the Building, (2) in litigation between Landlord and Tenant, and
(3) if required by court order. Tenant shall not be required to deliver the
financial statements required under this Section 25.(p) more than once in any
12-month period unless requested by Landlord's Mortgagee or a prospective buyer
or lender of the Building or an Event of Default occurs.

(q) LANDLORD'S FEES. Whenever Tenant requests Landlord to take any action
not required of it hereunder or give any consent required or permitted under
this Lease, Tenant will reimburse Landlord for Landlord's reasonable,
out-of-pocket costs payable to third parties and incurred by Landlord in
reviewing the proposed action or consent, including reasonable attorneys',
engineers' or architects' fees, within 30 days after Landlord's delivery to
Tenant of a statement of such costs. Tenant will be obligated to make such
reimbursement without regard to whether Landlord consents to any such proposed
action.

(r) TELECOMMUNICATIONS. Tenant and its telecommunications companies,
including local exchange telecommunications companies and alternative access
vendor services companies, shall have no right of access to and within the
Building, for the installation and operation of telecommunications systems,
including voice, video, data, Internet, and any other services provided over
wire, fiber optic, microwave, wireless, and any other transmission systems
("TELECOMMUNICATIONS SERVICES"), for part or all of Tenant's telecommunications
within the Building and from the Building to any other location without
Landlord's prior written consent, such consent not to be unreasonably withheld.
All providers of Telecommunications Services shall be required to comply with
the rules and regulations of the Building, applicable Laws and Landlord's
policies and practices for the Building. Tenant acknowledges that Landlord shall
not be required to provide or arrange for any Telecommunications Services and
that Landlord shall have no liability to any Tenant Party in connection with the
installation, operation or maintenance of Telecommunications Services or any
equipment or facilities relating thereto. Tenant, at its cost and for its own
account, shall be solely responsible for obtaining all Telecommunications
Services.

(s) CONFIDENTIALITY. Tenant acknowledges that the terms and conditions of
this Lease are to remain confidential for Landlord's benefit, and may not be
disclosed by Tenant to anyone, by any manner or means, directly or indirectly,
without Landlord's prior written consent. The consent by Landlord to any
disclosures shall not be deemed to be a waiver on the part of Landlord of any
prohibition against any future disclosure.

(t) AUTHORITY. Tenant (if a corporation, partnership or other business
entity) hereby represents and warrants to Landlord that Tenant is a duly formed
and existing entity qualified to do business in the state in which the Premises
are located, that Tenant has full right and authority to execute and deliver
this Lease, and that each person signing on behalf of Tenant is authorized to do
so. Landlord hereby represents and warrants to Tenant that Landlord is a duly
formed and existing entity qualified to do business in the state in which the
Premises are located, that Landlord has full right and authority to execute and
deliver this Lease, and that each person signing on behalf of Landlord is
authorized to do so.

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(u) HAZARDOUS MATERIALS. The term "HAZARDOUS MATERIALS" means any
substance, material, or waste which is now or hereafter classified or considered
to be hazardous, toxic, or dangerous under any Law relating to pollution or the
protection or regulation of human health, natural resources or the environment,
or poses or threatens to pose a hazard to the health or safety of persons on the
Premises or in the Building. Tenant shall not use, generate, store, or dispose
of, or permit the use, generation, storage or disposal of Hazardous Materials on
or about the Premises or the Building except in a manner and quantity necessary
for the ordinary performance of Tenant's business, and then in compliance with
all Laws. If Tenant breaches its obligations under this Section 25.(u), Landlord
may immediately take any and all action reasonably appropriate to remedy the
same, including taking all appropriate action to clean up or remediate any
contamination resulting from Tenant's use, generation, storage or disposal of
Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord
and its representatives and agents from and against any and all claims, demands,
liabilities, causes of action, suits, judgments, damages and expenses (including
reasonable attorneys' fees and cost of clean up and remediation) arising from
Tenant's failure to comply with the provisions of this Section 25.(u). This
indemnity provision shall survive termination or expiration of this Lease.

(v) LIST OF EXHIBITS. All exhibits and attachments attached hereto are
incorporated herein by this reference.

Exhibit A - Outline of Premises
Exhibit B - Description of the Land
Exhibit C - Building Rules and Regulations
Exhibit D - Tenant Finish-Work
Exhibit E - Form of Confirmation of Commencement Date Letter
Exhibit F - Form of Tenant Estoppel Certificate
Exhibit G - Parking
Exhibit H - Renewal Option
Exhibit I - Guaranty
Exhibit J - Agency Disclosure
Exhibit K - Tenant's Office Equipment

(w) WAIVER OF JURY TRIAL. To the maximum extent permitted by law, Landlord
and Tenant each waive right to trial by jury in any litigation arising out of or
with respect to this Lease.

26. OTHER PROVISIONS.

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LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE
PREMISES ARE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, AND TENANT'S
OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE
PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE
RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH
BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

Dated as of the date first above written.

LANDLORD: WHWPP REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership

By: WHWPP Gen-Par, Inc., a Delaware corporation,
its general partner

By:
-----------------------
Name:
-----------------------
Title:
-----------------------

TENANT: MDI TECHNOLOGIES, a Missouri corporation

By:
-----------------------
Name: Xxxx X. Xxxxxx
-----------------------
Title: CEO
-----------------------

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EXHIBIT A

OUTLINE OF PREMISES

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EXHIBIT B

DESCRIPTION OF THE LAND

Lot C-1 of Plat of Resubdivision of Xxx X xx Xxxx Xxxx Xxxxx as per plat
recorded in Plat Book 346 pages 397 and 398 of the Office of the Recorder of
Deeds of St. Louis County, Missouri.

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EXHIBIT C

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply to the Premises, the
Building, the parking garage associated therewith, and the appurtenances
thereto:

1. Sidewalks, doorways, vestibules, halls, stairways, and other
similar areas shall not be obstructed by tenants or used by any tenant for
purposes other than ingress and egress to and from their respective leased
premises and for going from one to another part of the Building.

2. Plumbing, fixtures and appliances shall be used only for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein. Damage resulting to any such
fixtures or appliances from misuse by a tenant or its agents, employees or
invitees, shall be paid by such tenant.

3. No signs, advertisements or notices shall be painted or
affixed on or to any windows or doors or other part of the Building without the
prior written consent of Landlord. No nails, hooks or screws (other than those
which are necessary to hang paintings, prints, pictures, or other similar items
on the Premises' interior walls) shall be driven or inserted in any part of the
Building except by Building maintenance personnel. No curtains or other window
treatments shall be placed between the glass and the Building standard window
treatments.

4. Landlord shall provide and maintain an alphabetical directory for
all tenants in the main lobby of the Building.

5. Landlord shall provide all door locks in each tenant's
leased premises, at the cost of such tenant, and no tenant shall place any
additional door locks in its leased premises without Landlord's prior written
consent. Landlord shall furnish to each tenant a reasonable number of keys to
such tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof.

6. Movement in or out of the Building of furniture or office
equipment, or dispatch or receipt by tenants of any bulky material, merchandise
or materials which require use of elevators or stairways, or movement through
the Building entrances or lobby shall be conducted under Landlord's supervision
at such times and in such a manner as Landlord may reasonably require. Each
tenant assumes all risks of and shall be liable for all damage to articles moved
and injury to persons or public engaged or not engaged in such movement,
including equipment, property and personnel of Landlord if damaged or injured as
a result of acts in connection with carrying out this service for such tenant.

7. Landlord may prescribe weight limitations and determine the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the Building so as to distribute weight in a manner acceptable to
Landlord which may include the use of such supporting devices as Landlord may
require. All damages to the Building caused by the installation or removal of
any property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

8. Corridor doors, when not in use, shall be kept closed.
Nothing shall be swept or thrown into the corridors, halls, elevator shafts or
stairways. No birds or animals (other than seeing-eye dogs) shall be brought
into or kept in, on or about any tenant's leased premises. No portion of any
tenant's leased premises shall at any time be used or occupied as sleeping or
lodging quarters.

9. Tenant shall cooperate with Landlord's employees in keeping
its leased premises neat and clean. Tenants shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance
personnel.

10. To ensure orderly operation of the Building, no ice, mineral or
other water, towels, newspapers, etc. shall be delivered to any leased area
except by persons approved by Landlord.

11. Tenant shall not make or permit any vibration or improper,
objectionable or unpleasant noises or odors in the Building or otherwise
interfere in any way with other tenants or persons having business with them.

12. No machinery of any kind (other than normal office
equipment) shall be operated by any tenant on its leased area without Landlord's
prior written consent, nor shall any tenant use or keep in the Building any
flammable or explosive fluid or substance (other than typical office supplies
[e.g., photocopier toner] used in compliance with all Laws).

13. Landlord will not be responsible for lost or stolen personal
property, money or jewelry from tenant's leased premises or public or common
areas regardless of whether such loss occurs when the area is locked against
entry or not.

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14. No vending or dispensing machines of any kind may be maintained in
any leased premises without the prior written permission of Landlord.

15. Tenant shall not conduct any activity on or about the Premises or
Building which will draw pickets, demonstrators, or the like.

16. All vehicles are to be currently licensed, in good operating
condition, parked for business purposes having to do with Tenant's business
operated in the Premises, parked within designated parking spaces, one vehicle
to each space. No vehicle shall be parked as a "billboard" vehicle in the
parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant's
agents, employees, vendors and customers who do not operate or park their
vehicles as required shall subject the vehicle to being towed at the expense of
the owner or driver. Landlord may place a "boot" on the vehicle to immobilize it
and may levy a charge of $50.00 to remove the "boot." Tenant shall indemnify,
hold and save harmless Landlord of any liability arising from the towing or
booting of any vehicles belonging to a Tenant Party.

17. No tenant may enter into phone rooms, electrical rooms,
mechanical rooms, or other service areas of the Building unless accompanied by
Landlord or the Building manager.

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EXHIBIT D

TENANT FINISH-WORK: ALLOWANCE
(Landlord Performs the Work)

1. ACCEPTANCE OF PREMISES. Except as set forth in this Exhibit, Tenant
accepts the Premises in their "AS-IS" condition on the date that this Lease is
entered into. Landlord shall provide, but have no obligation to install, the
following: building-standard "second look" ceiling tiles and a building-standard
quantity of parabolic lighting fixtures.

2. SPACE PLANS.

(a) PREPARATION AND DELIVERY. On or before the tenth day following
the date of this Lease, Landlord shall deliver to Tenant a space plan prepared
by Colliers Xxxxxx Xxxxxx Xxxxxx Design and Construction or another design
consultant selected by Landlord (the "ARCHITECT") depicting improvements to be
installed in the Premises (the "SPACE PLANS").

(b) APPROVAL PROCESS. Tenant shall notify Landlord whether it
approves of the submitted Space Plans within three business days after
Landlord's submission thereof. If Tenant disapproves of such Space Plans, then
Tenant shall notify Landlord thereof specifying in reasonable detail the reasons
for such disapproval, in which case Landlord shall, within three business days
after such notice, revise such Space Plans in accordance with Tenant's
objections and submit to Tenant for its review and approval. Tenant shall notify
Landlord in writing whether it approves of the resubmitted Space Plans within
one business day after its receipt thereof. This process shall be repeated until
the Space Plans have been finally approved by Tenant and Landlord. If Tenant
fails to notify Landlord that it disapproves of the initial Space Plans within
three business days (or, in the case of resubmitted Space Plans, within one
business day) after the submission thereof, then Tenant shall be deemed to have
approved the Space Plans in question.

3. WORKING DRAWINGS.

(a) PREPARATION AND DELIVERY. On or before the date which is 15 days
following the date on which the Space Plans are approved (or deemed approved) by
Tenant and Landlord, Landlord shall cause to be prepared final working drawings
of all improvements to be installed in the Premises and deliver the same to
Tenant for its review and approval (which approval shall not be unreasonably
withheld, delayed or conditioned). Such working drawings shall be prepared by
Colliers Xxxxxx Xxxxxx Xxxxxx Design and Construction or another design
consultant selected by Landlord (whose fee shall be included in the Total
Construction Costs [defined below]).

(b) APPROVAL PROCESS. Tenant shall notify Landlord whether it
approves of the submitted working drawings within three business days after
Landlord's submission thereof. If Tenant disapproves of such working drawings,
then Tenant shall notify Landlord thereof specifying in reasonable detail the
reasons for such disapproval, in which case Landlord shall, within three
business days after such notice, revise such working drawings in accordance with
Tenant's objections and submit the revised working drawings to Tenant for its
review and approval. Tenant shall notify Landlord in writing whether it approves
of the resubmitted working drawings within one business day after its receipt
thereof. This process shall be repeated until the working drawings have been
finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that
it disapproves of the initial working drawings within three business days (or,
in the case of resubmitted working drawings, within one business day) after the
submission thereof, then Tenant shall be deemed to have approved the working
drawings in question. Any delay caused by Tenant's unreasonable withholding of
its consent or delay in giving its written approval as to such working drawings
shall constitute a Tenant Delay Day (defined below). If the working drawings are
not fully approved (or deemed approved) by both Landlord and Tenant by the tenth
business day after the delivery of the initial draft thereof to Tenant, then
each day after such time period that such working drawings are not fully
approved (or deemed approved) by both Landlord and Tenant shall constitute a
Tenant Delay Day.

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(c) LANDLORD'S APPROVAL; PERFORMANCE OF WORK. If any of Tenant's
proposed construction work will affect the Building's Structure or the
Building's Systems, then the working drawings pertaining thereto must be
approved by the Building's engineer of record. Landlord's approval of such
working drawings shall not be unreasonably withheld, provided that (1) they
comply with all Laws, (2) the improvements depicted thereon do not adversely
affect (in the reasonable discretion of Landlord) the Building's Structure or
the Building's Systems (including the Building's restrooms or mechanical rooms),
the exterior appearance of the Building, or the appearance of the Building's
common areas or elevator lobby areas, (3) such working drawings are sufficiently
detailed to allow construction of the improvements in a good and workmanlike
manner, and (4) the improvements depicted thereon conform to the rules and
regulations promulgated from time to time by Landlord for the construction of
tenant improvements (a copy of which has been delivered to Tenant). As used
herein, "WORKING DRAWINGS" shall mean the final working drawings approved by
Landlord, as amended from time to time by any approved changes thereto, and
"WORK" shall mean all improvements to be constructed in accordance with and as
indicated on the Working Drawings, together with any work required by
governmental authorities to be made to other areas of the Building as a result
of the improvements indicated by the Working Drawings. Landlord's approval of
the Working Drawings shall not be a representation or warranty of Landlord that
such drawings are adequate for any use or comply with any Law, but shall merely
be the consent of Landlord thereto. Tenant shall, at Landlord's request, sign
the Working Drawings to evidence its review and approval thereof. After the
Working Drawings have been approved, Landlord shall cause the Work to be
performed in substantial accordance with the Working Drawings.

4. BIDDING OF WORK. Prior to commencing the Work, Landlord shall
competitively bid the Work to three contractors approved by Landlord. Tenant
shall have the right to include bidders on the list with Landlord consent. If
the estimated Total Construction Costs are expected to exceed the Construction
Allowance, Tenant shall be allowed to review the submitted bids from such
contractors to value engineer any of Tenant's requested alterations. In such
case, Tenant shall notify Landlord of any items in the Working Drawings that
Tenant desires to change within two business days after Landlord's submission
thereof to Tenant. If Tenant fails to notify Landlord of its election within
such two business day period, Tenant shall be deemed to have approved the bids.
Within five business days following Landlord's submission to Tenant of the
initial construction bids to Tenant under the foregoing provisions (if
applicable), Tenant shall have completed all of the following items: (a)
finalized with Landlord's representative and the proposed contractor, the
pricing of any requested revisions to the bids for the Work, and (b) approved in
writing any overage in the Total Construction Costs in excess of the
Construction Allowance, failing which each day after such five business day
period shall constitute a Tenant Delay Day.

5. CHANGE ORDERS. Tenant may initiate changes in the Work. Each such
change must receive the prior written approval of Landlord, such approval not to
be unreasonably withheld or delayed; however, (a) if such requested change would
adversely affect (in the reasonable discretion of Landlord) (1) the Building's
Structure or the Building's Systems (including the Building's restrooms or
mechanical rooms), (2) the exterior appearance of the Building, or (3) the
appearance of the Building's common areas or elevator lobby areas, or (b) if any
such requested change might delay the Commencement Date, Landlord may withhold
its consent in its sole and absolute discretion. Tenant shall, upon completion
of the Work, furnish Landlord with an accurate architectural "as-built" plan of
the Work as constructed, which plan shall be incorporated into this Exhibit D by
this reference for all purposes. If Tenant requests any changes to the Work
described in the Space Plans or the Working Drawings, then such increased costs
and any additional design costs incurred in connection therewith as the result
of any such change shall be added to the Total Construction Costs.

6. DEFINITIONS. As used herein, a "TENANT DELAY DAY" shall mean each
day of delay in the performance of the Work that occurs (a) because of Tenant's
failure to timely deliver or approve any required documentation such as the
Space Plans or Working Drawings, (b) because of any change by Tenant to the
Space Plans or Working Drawings, (c) because of any specification by Tenant of
materials or installations in addition to or other than Landlord's standard
finish-out materials, or (d) because a Tenant Party otherwise delays completion
of the Work. As used herein "SUBSTANTIAL COMPLETION," "SUBSTANTIALLY COMPLETED,"
and any derivations thereof mean the Work in the Premises is substantially
completed (as reasonably determined by Landlord) in substantial accordance with
the Working Drawings. Substantial Completion shall have occurred even though
minor details of construction, decoration, landscaping and mechanical
adjustments remain to be completed by Landlord.

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7. WALK-THROUGH; PUNCHLIST. When Landlord considers the Work in the
Premises to be Substantially Completed, Landlord will notify Tenant and within
three business days thereafter, Landlord's representative and Tenant's
representative shall conduct a walk-through of the Premises and identify any
necessary touch-up work, repairs and minor completion items that are necessary
for final completion of the Work. Neither Landlord's representative nor Tenant's
representative shall unreasonably withhold his or her agreement on punchlist
items. Landlord shall use reasonable efforts to cause the contractor performing
the Work to complete all punchlist items within 30 days after agreement thereon;
however, Landlord shall not be obligated to engage overtime labor in order to
complete such items.

8. EXCESS COSTS. The entire cost of performing the Work
(including design of the Work and preparation of the Working Drawings, costs of
construction labor and materials, electrical usage during construction,
additional janitorial services, general tenant signage, related taxes and
insurance costs, and the construction supervision fee referenced in Section 10
of this Exhibit, all of which costs are herein collectively called the "TOTAL
CONSTRUCTION COSTS") in excess of the Construction Allowance (hereinafter
defined) shall be paid by Tenant. Upon approval of the Working Drawings and
selection of a contractor, Tenant shall promptly (a) execute a work order
agreement prepared by Landlord which identifies such drawings and itemizes the
Total Construction Costs and sets forth the Construction Allowance, and (b) pay
to Landlord 50% of the amount by which Total Construction Costs exceed the
Construction Allowance. Upon Substantial Completion of the Work and before
Tenant occupies the Premises to conduct business therein, Tenant shall pay to
Landlord an amount equal to the Total Construction Costs (as adjusted for any
approved changes to the Work), less (1) the amount of the advance payment
already made by Tenant, and (2) the amount of the Construction Allowance. In the
event of default of payment of such excess costs, Landlord (in addition to all
other remedies) shall have the same rights as for an Event of Default under the
Lease.

9. CONSTRUCTION ALLOWANCE. Landlord shall provide to Tenant a
construction allowance not to exceed $15.00 per rentable square foot in the
Premises (the "CONSTRUCTION ALLOWANCE") to be applied toward the Total
Construction Costs, as adjusted for any changes to the Work. The Construction
Allowance shall not be disbursed to Tenant in cash, but shall be applied by
Landlord to the payment of the Total Construction Costs, if, as, and when the
cost of the Work is actually incurred and paid by Landlord. The Construction
Allowance must be used within six months following the Commencement Date or
shall be deemed forfeited with no further obligation by Landlord with respect
thereto.

10. CONSTRUCTION MANAGEMENT. Landlord or its Affiliate or agent
shall supervise the Work, make disbursements required to be made to the
contractor, and act as a liaison between the contractor and Tenant and
coordinate the relationship between the Work, the Building and the Building's
Systems. In consideration for Landlord's construction supervision services,
Tenant shall pay to Landlord a construction supervision fee equal to five
percent of the Total Construction Costs.

11. CONSTRUCTION REPRESENTATIVES. Landlord's and Tenant's
representatives for coordination of construction and approval of change orders
will be as follows, provided that either party may change its representative
upon written notice to the other:

LANDLORD'S REPRESENTATIVE: Xxx Xxxxx
c/o Colliers Xxxxxx Xxxxxx Xxxxxx
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000

TENANT'S REPRESENTATIVE: ____________________________

c/o ________________________

____________________________

Telephone: _________________

Telecopy: __________________

12. MISCELLANEOUS. To the extent not inconsistent with this Exhibit,
Sections 8.(a) and 21 of this Lease shall govern the performance of the Work and
Landlord's and Tenant's respective rights and obligations regarding the
improvements installed pursuant thereto.

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EXHIBIT E

CONFIRMATION OF COMMENCEMENT DATE

______________, 200__

MDI Technologies
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000

Re: Lease Agreement (the "LEASE") dated _____________,
200____, between WHWPP Real Estate Limited Partnership, a
Delaware limited partnership ("LANDLORD"), and MDI
Technologies, a Missouri corporation ("TENANT"). Capitalized
terms used herein but not defined shall be given the meanings
assigned to them in the Lease.

Ladies and Gentlemen:

Landlord and Tenant agree as follows:

1. CONDITION OF PREMISES. Tenant has accepted possession of the
Premises pursuant to the Lease. Any improvements required by the terms of the
Lease to be made by Landlord have been completed to the full and complete
satisfaction of Tenant in all respects except for the punchlist items described
on Exhibit A hereto (the "PUNCHLIST ITEMS"), and except for such Punchlist
Items, Landlord has fulfilled all of its duties under the Lease with respect to
such initial tenant improvements. Furthermore, Tenant acknowledges that the
Premises are suitable for the Permitted Use.

2. COMMENCEMENT DATE. The Commencement Date of the Lease is __________,
200___.

3. EXPIRATION DATE. The Term is scheduled to expire on the last day of
the ___th full calendar month of the Term, which date is ______________, 200__.

4. CONTACT PERSON. Tenant's contact person in the Premises is:

-----------------------------
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: ____________________
Telephone: ____- ___-_____
Telecopy: ____- ___-_____

5. RATIFICATION. Tenant hereby ratifies and confirms its
obligations under the Lease, and represents and warrants to Landlord that it has
no defenses thereto. Additionally, Tenant further confirms and ratifies that, as
of the date hereof, (a) the Lease is and remains in good standing and in full
force and effect, and (b) Tenant has no claims, counterclaims, set-offs or
defenses against Landlord arising out of the Lease or in any way relating
thereto or arising out of any other transaction between Landlord and Tenant.

6. BINDING EFFECT; GOVERNING LAW. Except as modified hereby,
the Lease shall remain in full effect and this letter shall be binding upon
Landlord and Tenant and their respective successors and assigns. If any
inconsistency exists or arises between the terms of this letter and the terms of
the Lease, the terms of this letter shall prevail. This letter shall be governed
by the laws of the state in which the Premises are located.

Please indicate your agreement to the above matters by signing this
letter in the space indicated below and returning an executed original to us.

Sincerely,

COLLIERS XXXXXX XXXXXX XXXXXX

By:
-----------------------------------------

Name:
---------------------------------------

Title:
--------------------------------------

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Agreed and accepted:

[TENANT'S SIGNATURE BLOCK]

By:
----------------------------------------------------------------

Name: Xxxx X. Xxxxxx
----------------------------------------------------------------

Title: CEO
----------------------------------------------------------------

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EXHIBIT A

PUNCHLIST ITEMS

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EXHIBIT F
FORM OF TENANT ESTOPPEL CERTIFICATE

The undersigned is the Tenant under the Lease (defined below) between
WHWPP Real Estate Limited Partnership, a Delaware limited partnership, as
Landlord, and the undersigned as Tenant, for the Premises on the 1st floor of
the office building located at 000 Xxxx Xxxx Xxxxx, Xx. Xxxxx, Xxxxxxxx and
commonly known as West Port Plaza, and hereby certifies as follows:

1. The Lease consists of the original Lease Agreement dated as of
___________, 200___ between Tenant and Landlord and the following amendments or
modifications thereto (if none, please state "none"):

--------------------------------------------------------------------------------

The documents listed above are herein collectively referred to as the
"LEASE" and represent the entire agreement between the parties with respect to
the Premises. All capitalized terms used herein but not defined shall be given
the meaning assigned to them in the Lease.

2. The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Section 1 above.

3. The Term commenced on __________________, 200__ and the Term
expires, excluding any renewal options, on _____________________, 200__, and
Tenant has no option to purchase all or any part of the Premises or the Building
or, except as expressly set forth in the Lease, any option to terminate or
cancel the Lease.

4. Tenant currently occupies the Premises described in the Lease and
Tenant has not transferred, assigned, or sublet any portion of the Premises nor
entered into any license or concession agreements with respect thereto except as
follows (if none, please state "none"):

--------------------------------------------------------------------------------

5. All monthly installments of Basic Rent, all Additional Rent and all
monthly installments of estimated Additional Rent have been paid when due
through __________. The current monthly installment of Basic Rent is
$_____________.

6. All conditions of the Lease to be performed by Landlord
necessary to the enforceability of the Lease have been satisfied and Landlord is
not in default thereunder. In addition, Tenant has not delivered any notice to
Landlord regarding a default by Landlord thereunder.

7. As of the date hereof, there are no existing defenses or
offsets, or, to the undersigned's knowledge, claims or any basis for a claim,
that the undersigned has against Landlord and no event has occurred and no
condition exists, which, with the giving of notice or the passage of time, or
both, will constitute a default under the Lease.

8. No rental has been paid more than 30 days in advance and no
security deposit has been delivered to Landlord except as provided in the Lease.

9. If Tenant is a corporation, partnership or other business entity,
each individual executing this Estoppel Certificate on behalf of Tenant hereby
represents and warrants that Tenant is a duly formed and existing entity
qualified to do business in the state in which the Premises are located and that
Tenant has full right and authority to execute and deliver this Estoppel
Certificate and that each person signing on behalf of Tenant is authorized to do
so.

10. There are no actions pending against Tenant under any bankruptcy or
similar laws of the United States or any state.

11. Other than in compliance with all applicable laws and
incidental to the ordinary course of the use of the Premises, the undersigned
has not used or stored any hazardous substances in the Premises.

12. All tenant improvement work to be performed by Landlord
under the Lease has been completed in accordance with the Lease and has been
accepted by the undersigned and all reimbursements and allowances due to the
undersigned under the Lease in connection with any tenant improvement work have
been paid in full.

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Tenant acknowledges that this Estoppel Certificate may be delivered to
Landlord, Landlord's Mortgagee or to a prospective mortgagee or prospective
purchaser, and their respective successors and assigns, and acknowledges that
Landlord, Landlord's Mortgagee and/or such prospective mortgagee or prospective
purchaser will be relying upon the statements contained herein in disbursing
loan advances or making a new loan or acquiring the property of which the
Premises are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.

Executed as of _____________ , 200___.

TENANT: MDI Technologies, a Missouri corporation

By:
--------------------------------

Name: Xxxx X. Xxxxxx
--------------------------------

Title: CEO
--------------------------------

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EXHIBIT G

PARKING

Tenant may use twenty-four (24) designated parking spaces in the
parking garage known as Garage A associated with the Building and thirty (30)
undesignated parking spaces in the surface parking area associated with the
Building (the "PARKING AREA") during the initial Term subject to such terms,
conditions and regulations as are from time to time applicable to patrons of the
Parking Area. If, for any reason, Landlord is unable to provide all or any
portion of the parking spaces to which Tenant is entitled hereunder, there shall
be no abatement of rent and Tenant waives all claims that Tenant might otherwise
have against Landlord because of Landlord's failure or inability to provide
Tenant with such parking spaces.

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39

EXHIBIT H

RENEWAL OPTION

Provided no Event of Default exists and Tenant is occupying the entire
Premises at the time of such election, Tenant may renew this Lease for one
additional period of five (5) years, by delivering written notice of the
exercise thereof to Landlord not earlier than twelve (12) months nor later than
nine (9) months before the expiration of the Term. The Basic Rent payable for
each month during such extended Term shall be the prevailing rental rate (the
"PREVAILING RENTAL RATE"), at the commencement of such extended Term, for
renewals of space in the Building of equivalent quality, size, utility and
location, with the length of the extended Term and the credit standing of Tenant
to be taken into account. Within 30 days after receipt of Tenant's notice to
renew, Landlord shall deliver to Tenant written notice of the Prevailing Rental
Rate and shall advise Tenant of the required adjustment to Basic Rent, if any,
and the other terms and conditions offered. Tenant shall, within ten days after
receipt of Landlord's notice, notify Landlord in writing whether Tenant accepts
or rejects Landlord's determination of the Prevailing Rental Rate. If Tenant
timely notifies Landlord that Tenant accepts Landlord's determination of the
Prevailing Rental Rate, then, on or before the commencement date of the extended
Term, Landlord and Tenant shall execute an amendment to this Lease extending the
Term on the same terms provided in this Lease, except as follows:

(a) Basic Rent shall be adjusted to the Prevailing Rental Rate;

(b) Tenant shall have no further renewal option unless expressly
granted by Landlord in writing;

(c) Landlord shall lease to Tenant the Premises in their then-current
condition, and Landlord shall not provide to Tenant any allowances (e.g., moving
allowance, construction allowance, and the like) or other tenant inducements;
and

(d) Tenant shall pay for the parking spaces which it is entitled
to use at the rates from time to time charged to patrons of the Parking Area
and/or any other parking area associated with the Building during the extended
Term (plus all applicable taxes).

If Tenant rejects Landlord's determination of the Prevailing Rental
Rate, or fails to timely notify Landlord in writing that Tenant accepts or
rejects Landlord's determination of the Prevailing Rental Rate, time being of
the essence with respect thereto, Tenant's rights under this Exhibit shall
terminate and Tenant shall have no right to renew this Lease.

Tenant's rights under this Exhibit shall terminate if (1) this Lease or
Tenant's right to possession of the Premises is terminated, (2) Tenant assigns
any of its interest in this Lease or sublets any portion of the Premises, (3)
Tenant fails to timely exercise its option under this Exhibit, time being of the
essence with respect to Tenant's exercise thereof, or (4) Landlord determines,
in its sole but reasonable discretion, that Tenant's financial condition or
creditworthiness has materially deteriorated since the date of this Lease.

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40

EXHIBIT I

GUARANTY

As a material inducement to Landlord to enter into the Lease, dated
_______________, 200__ (the "LEASE"), between MDI Technologies, as Tenant, and
WHWPP Real Estate Limited Partnership, as Landlord, Panoramic Care Systems, Inc.
("GUARANTOR") hereby unconditionally and irrevocably guarantees the complete and
timely performance of each obligation of Tenant (and any assignee) under the
Lease and any extensions or renewals of and amendments to the Lease. This
Guaranty is an absolute, primary, and continuing, guaranty of payment and
performance and is independent of Tenant's obligations under the Lease.
Guarantor (and if this Guaranty is signed by more than one person or entity,
each Guarantor hereunder) shall be primarily liable, jointly and severally, with
Tenant and any other guarantor of Tenant's obligations. Guarantor waives any
right to require Landlord to (a) join Tenant with Guarantor in any suit arising
under this Guaranty, (b) proceed against or exhaust any security given to secure
Tenant's obligations under the Lease, or (c) pursue or exhaust any other remedy
in Landlord's power. Until all of Tenant's obligations to Landlord have been
discharged in full, Guarantor shall have no right of subrogation against Tenant.
Landlord may, without notice or demand and without affecting Guarantor's
liability hereunder, from time to time, compromise, extend or otherwise modify
any or all of the terms of the Lease, or fail to perfect, or fail to continue
the perfection of, any security interests granted under the Lease. Guarantor
waives any right to participate in any security now or hereafter held by
Landlord. Guarantor hereby waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, dishonor and notices of
acceptance of this Guaranty, and waives all notices of existence, creation or
incurring of new or additional obligations from Tenant to Landlord. Guarantor
further waives all defenses afforded guarantors or based on suretyship or
impairment of collateral under applicable Law, other than payment and
performance in full of Tenant's obligations under the Lease. The liability of
Guarantor under this Guaranty will not be affected by (1) the release or
discharge of Tenant from, or impairment, limitation or modification of, Tenant's
obligations under the Lease in any bankruptcy, receivership, or other debtor
relief proceeding, whether state or federal and whether voluntary or
involuntary; (2) the rejection or disaffirmance of the Lease in any such
proceeding; or (3) the cessation from any cause whatsoever of the liability of
Tenant under the Lease. Guarantor shall pay to Landlord all costs incurred by
Landlord in enforcing this Guaranty (including, without limitation, reasonable
attorneys' fees and expenses). The obligations of Tenant under the Lease to
execute and deliver estoppel statements, as therein provided, shall be deemed to
also require the Guarantor hereunder to do so and provide the same relative to
Guarantor following written request by Landlord in accordance with the terms of
the Lease. This Guaranty shall be binding upon the heirs, legal representatives,
successors and assigns of Guarantor and shall inure to the benefit of Landlord's
successors and assigns.

PANORAMIC CARE SYSTEMS, INC.

By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------

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EXHIBIT J

AGENCY DISCLOSURE

AGENCY RELATIONSHIP CONFIRMATION

PROPERTY ADDRESS: 000 XXXX XXXX XXXXX, XXXXX 000, XX. XXXXX, XXXXXXXX 00000

PART I. LANDLORD'S AGENT/SUBAGENT

To Prospective Tenant: Tenant understands that Colliers Xxxxxx Xxxxxx Xxxxxx and
its salespersons are acting on behalf of Landlord. Tenant acknowledges that (a)
disclosure of this relationship was communicated no later than the first showing
of the property, or immediately upon the occurrence of a change to the
relationships if required by rule or regulation, and (b) they have received a
Missouri Broker Disclosure Form. Compensation to Landlord's agent(s) will be
paid by Landlord.

Tenant: MDI TECHNOLOGIES, a Missouri corporation

Signed ______________________________ Date ____________________

Landlord's Agent: COLLIERS XXXXXX XXXXXX XXXXXX

Signed ______________________________ Date ____________________

PART II. TENANT'S AGENT

To Landlord: Landlord understands that:

CHECK ONE

[X] XXXXX & XXXXX/XXXXXXXX PARTNERS AND ITS SALESPERSONS ARE ACTING ON BEHALF OF
TENANT.

[ ] TENANT IS REPRESENTING ITSELF, I.E.: TENANT DOES NOT HAVE A BROKER.

Landlord acknowledges that (a) disclosure of this relationship was communicated
no later than the first showing of the property, or immediately upon the
occurrence of a change to the relationships if required by rule or regulation,
and (b) they have received a Missouri Broker Disclosure Form. Compensation to
Tenant's agent, if any, will be paid by Landlord.

Landlord: WHWPP REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership

By: WHWPP Gen-Par, Inc., a Delaware corporation,
its general partner

Signed ______________________________ Date ____________________

Tenant's Agent and/or Tenant: XXXXX & XXXXX/XXXXXXXX PARTNERS, a ______________

Signed ______________________________ Date ____________________

33
42

EXHIBIT K

TENANT'S OFFICE EQUIPMENT

CONFIRMATION OF COMMENCEMENT DATE

MDI Technologies
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000

Re: Lease Agreement (the "LEASE") dated October 23, 2000 between
WHWPP Real Estate Limited Partnership, a Delaware limited
partnership ("LANDLORD"), and Panoramic Care Systems,
Inc.(d/b/a MDI Technologies), a Colorado corporation
("TENANT"). Capitalized terms used herein but not defined
shall be given the meanings assigned to them in the Lease.

Ladies and Gentlemen:

Landlord and Tenant agree as follows:

1. CONDITION OF PREMISES. Tenant has accepted possession of the
Premises pursuant to the Lease. Any improvements required by
the terms of the Lease to be made by Landlord have been
completed to the full and complete satisfaction of Tenant in
all respects except for the punchlist items described on
Exhibit A hereto (the "PUNCHLIST ITEMS"), and except for such
Punchlist Items, Landlord has fulfilled all of its duties
under the Lease with respect to such initial tenant
improvements. Furthermore, Tenant acknowledges that the
Premises are suitable for the Permitted Use.

2. COMMENCEMENT DATE. The Commencement Date of the Lease is
January 24, 2001.

3. EXPIRATION DATE. The Term is scheduled to expire on the last
day of the 60th full calendar month of the Term, which date is
January 31, 2006.

4. CONTACT PERSON. Tenant's contact person in the Premises is:

MDI Technologies
000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx. Xxxxx, XX 00000

Attn: Xx. Xxxx Xxxxxx, CEO

5. RATIFICATION. Tenant hereby ratifies and confirms its
obligations under the Lease, and represents and warrants to
Landlord that it has no defenses thereto. Additionally, Tenant
further confirms and ratifies that, as of the date hereof, (a)
the Lease is and remains in good standing and in full force
and effect, and (b) Tenant has no claims, counterclaims,
set-offs or defenses against Landlord arising out of the Lease
or in any way relating thereto or arising out of any other
transaction between Landlord and Tenant.

6. BINDING EFFECT; GOVERNING LAW. Except as modified hereby, the
Lease shall remain in full effect and this letter shall be
binding upon Landlord and Tenant and their respective
successors and assigns. If any inconsistency exists or arises
between the terms of this letter and the terms of the Lease,
the terms of this letter shall prevail. This letter shall be
governed by the laws of the state in which the Premises are
located.

7. TENANT ACKNOWLEDGEMENT. Tenant hereby acknowledges that
Panoramic Care Systems, Inc. (Panoramic), by reason of merger
with Management Data, Inc. is now the tenant under Lease dated
October 23, 2000. Panoramic is hereby responsible for all
terms and conditions of the Lease and agrees that Landlord
shall rely solely thereon for all obligations as tenant under
the above referenced lease.

Please indicate your agreement to the above matters by signing
this letter in the space indicated below and returning an
executed original to us.

Sincerely,

WHWPP REAL ESTATE LIMITED PARTNERSHIP,
a Delaware limited partnership

E-1

By: WHWPP Gen-Par, Inc., a Delaware corporation, its
general partner

By:_________________________________________________

Name:_______________________________________________

Title:______________________________________________

Agreed and accepted:

PANORAMIC CARE SYSTEMS, INC.

By:__________________________________________

Name:________________________________________

Title:_______________________________________

E-2

EXHIBIT A

PUNCHLIST ITEMS

H-1

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1 EXHIBIT 5.1 LEASE AGREEMENT BETWEEN WHWPP REAL ESTATE LIMITED PARTNERSHIP, AS LANDLORD, AND MDI TECHNOLOGIES

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