Cozad
Commercial
Real Estate, Ltd

ARTICLE I PREMISES

1.1 Premises. Landlord, for and in consideration of the rents, covenants and agreements hereinafter set forth and hereby agreed to be paid, kept and performed by Tenant, does hereby lease to Tenant, and Tenant hereby leases from Landlord, that portion of Landlord’s building (the “Building”), which is more particularly described in paragraph 1.1 of the Lease Cover Page and which is more particularly delineated on the diagram attached hereto as Exhibit A and incorporated herein by this reference (hereinafter referred to as the "Premises").

top

ARTICLE II TERM

2.1 Term. The Lease term, Lease commencement date and Lease termination date of this Lease is set forth in paragraph 2.1 of the Lease Cover Page. If the Premises are not available and ready for occupancy by the stated commencement date, and such unavailability or unreadiness is not occasioned or caused by a “Tenant Delay” as defined in Exhibit D hereto, then the Lease commencement date shall be five (5) business days after Landlord notifies Tenant that the Premises are available and ready for occupancy, and the termination date shall be extended accordingly. If the Premises are not available and ready for occupancy by the stated commencement date and such unavailability or unreadiness is occasioned or caused by a Tenant Delay, then Tenant shall commence paying rent as of the scheduled Lease commencement date, although the actual Lease commencement date and the termination date shall be extended in accordance with the preceding sentence. For the purposes hereof and except as provided below, the Premises shall be deemed available and ready for occupancy at such time as the “Work” has been “Substantially Completed” (as such terms are defined in Exhibit D hereto). If, by mutual consent of the parties, Tenant shall take possession of the Premises and commence using the Premises for its intended purpose prior to the Lease commencement date, then during such pre-term period, Tenant shall pay rent (which rent shall be equal to an annual rate of $26.00 per rentable square foot) on a pro rata basis (based upon the number of days of such pre-term occupancy) and such occupancy shall be upon all the terms and conditions of this Lease, but such pre-term occupancy shall not affect the Lease term as herein otherwise established. Upon the actual determination by Landlord and Tenant of the commencement date and consequently the Lease termination date, Landlord and Tenant shall confirm in writing the commencement date and the termination date of the Lease by executing the form attached hereto as Exhibit B. Subject to the availability of the Premises, Tenant shall have the right, prior to the commencement date of this Lease, to enter upon the Premises at reasonable times for the purpose of preparing the Premises for their intended use.

top

ARTICLE III BASE RENT

3.1 Base Rent. Tenant shall pay to Landlord without demand, deduction, or offset as rent for the Premises, the amounts set forth in paragraph 3.1 of the Lease Cover Page (“Base Rent”). The first monthly installment shall be payable in advance upon the execution of this Lease, and subsequent installments shall be payable in advance on the first day of each calendar month thereafter during the term of this Lease. In the event the term of this Lease commences or ends on a day other than the first day of the calendar month, then the Base Rent for such partial month shall be pro rated in the proportion that the number of days that this Lease is in effect during such partial month bears to the total number of days in such month, and such Base Rent shall be paid upon the commencement of such period.

top

3.2 Security Deposit. Upon the execution of this Lease, Tenant shall deposit with Landlord the sum set forth in paragraph 3.2 of the Lease Cover Page, to be held by Landlord as security for the faithful performance and observance by Tenant of all the terms, covenants and conditions of this Lease. Landlord shall retain said funds, as its own, (without being liable for interest thereon) and may use, apply or retain the whole or any part of the funds so deposited to the extent required for the payment of any rent, additional rent or other sums as to which Tenant is in default, or for the payment of any amount which Landlord may be required to expend by reason of Tenant’s default in respect of any of the terms of this Lease. Should Tenant comply with all of the terms of this Lease, so much of said security deposit not spent or applied pursuant to the provisions of this paragraph shall be returned to Tenant. If any portion of said deposit is so used or applied, Tenant shall, within ten (10) days after the demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant’s failure to do so shall be a material breach of this Lease. Should Landlord sell its interest in the Premises during the term hereof and if Landlord delivers to the purchaser thereof the then unappropriated funds deposited by Tenant as aforesaid, thereupon Landlord shall be discharged from any and all liability with respect to said security deposit. The security deposit may not be used to pay the last month’s rent.

3.3 Late Charge. A late charge equal to ten percent (10%) of the delinquent payment may be assessed, at Landlord’s option, as additional rent in the event that any rental or other sum due hereunder is not paid within ten (10) days after the same shall be due and payable. In addition, any and all delinquent payments of Base Rent, additional rent and all other sums payable hereunder shall bear interest at the rate of twelve percent (12%) per annum from the date of delinquency until paid. This provision shall in no way affect the right of Landlord to declare Tenant in default of this Lease for the failure to pay rent on the day that it is due.

top

ARTICLE IV OPERATING EXPENSES

4.1 Tenant’s Share of Operating Expenses. The Base Rent provided in paragraph 3.1 above, has been determined on the basis of Landlord’s estimate of the annual operating expenses for the Building (for purposes of this Article IV, “Building” shall also include the tract of ground, parking lot, curbs, sidewalks and landscaping adjoining and constituting the common areas of the Building) to be incurred by Landlord during the calendar year set forth in paragraph 4.1 of the Lease Cover Page. In the event that Landlord’s operating expenses associated with the Building in any calendar year during the term of this Lease should exceed the Base Operating Expense Amount (defined below), Tenant shall pay, as additional rent, its pro rata share (as defined in paragraph 1.1. of the Lease Cover Page) of such operating expenses in excess of the amount of operating expenses incurred by Landlord during calendar year 2006, adjusted as provided in paragraph 4.5 (the “Base Operating Expense Amount”). Operating expenses for the Building for these purposes shall include all costs of administration, operation, repair, maintenance, replacement, real estate taxes, assessments and insurance costs, but shall not include federal and state income taxes, tenant alterations, interest expense, debt service or costs of a capital nature. The calculation of operating expenses for purposes of this paragraph shall be made annually on a calendar year basis. A decrease in operating expenses below the Base Operating Expense Amount shall not reduce the Base Rent below the amount set forth in paragraph 3.1 above and will not inure to the benefit of Tenant in the form of a refund of prior Base Rent paid by Tenant pursuant to the terms of this Lease.

top

4.2 Operating Expenses Defined. By way of illustration and not limitation, the term “operating expenses” shall include, but shall not be limited to, the following expenses of the Building:

1. Costs and expenses incurred for the hiring and employment of all persons engaged in the operation and maintenance of the Building;
2. Cost of all Building maintenance and lighting replacement, as well as the cost of all service agreements on equipment and improvements, including window cleaning and elevator maintenance;
3. Cost of repairs, general maintenance and replacements, including the Computer Controlled Facility Components (as hereinafter defined);
4. Cost of electric, water, sewer and other utilities
;
5. Cost of maintenance, upkeep and replacement of the interior and exterior planting and landscaping and grounds surrounding the Building;
6. Cost of real estate taxes, assessments, subdivision fees, levee district charges and any and all other fees, charges, licenses, taxes and assessments of any nature imposed upon the Landlord by virtue of its ownership of the Building or Tenant’s use of the Premises, and professional fees relating to appeals thereof;
7. Cost of casualty, liability and other insurance premiums associated with the Building;
8. Cost of Building administration and management, which cost may be payable to personnel or entities affiliated with Landlord;
9. Cost, as reasonably amortized by Landlord of any capital improvements to the Building which reduces other operating expenses, but in an amount not to exceed such reduction for the relevant year;
10. Cost of removal of all snow, ice, paper and debris from the parking areas and sidewalks serving the Building;
11. Cost of maintaining parking area lighting fixtures and relamping and reballasting as needed;
12. Cost of repairing, maintaining, servicing and replacing all utility facilities, including, but not limited to, electrical systems, water systems, storm drainage systems and sanitary sewer systems, to the extent that they are not cleaned, repaired, maintained or replaced by public utilities or governmental authorities;
13. Cost of maintaining the parking areas, sidewalks, building monument sign and other common areas;
14. All costs associated with Landlord’s fire alarm system in the Building; and
15. Landlord’s cost of rendering the services set forth in Article V below, to all the tenants in the Building (to the extent that such cost is not billed directly to any tenant).

top

4.3 Annual Statements. Within thirty (30) days after Tenant receives Landlord’s statement of actual operating expenses for the preceding calendar year, Tenant or its designated accountant shall have the right during Landlord’s normal business hours to inspect the books and records of Landlord relating to the operation of the Building at Landlord’s office for the purpose of verifying the information in such statement. Any information obtained by Tenant or its representatives pursuant to such audit shall be kept confidential by Tenant, except as required by law or for disclosures to Tenant’s attorney or accountants for the purposes of enforcing this Lease. Unless Tenant asserts specific errors within thirty (30) days after delivery of such statement, the statement shall be deemed to be correct. Landlord’s failure to assess such increase for any one year shall not bar its claim to such increase in future Lease years.

4.4 Estimated Payments. In order to provide for the current payment by Tenant, on account of increased operating expenses over the Base Operating Expense Amount, Landlord shall, prior to January 1 of each calendar year during the term of this Lease (commencing on January 1 of the year following the commencement date of this Lease), estimate the operating expenses for the following year. Tenant shall pay as additional rent hereunder during the ensuing months of such calendar year, on the first day of each month, one-twelfth (1/12) of Tenant’s pro rata share of the amount by which Landlord’s estimate of said operating expenses exceeds the Base Operating Expense Amount for that year. Should Landlord fail to provide Tenant with an estimate of the operating expenses anticipated for the following year by January 1 of any calendar year, Tenant shall continue to pay rental on the basis of the prior year’s estimate until the first day of the month after notice is given by Landlord to Tenant of the estimated operating expenses, on which date, Landlord or Tenant, as appropriate, will pay to the other the amount required to adjust Landlord’s estimate of Tenant’s pro rata share of operating expenses allocable to the part of the calendar year which shall then have lapsed. If, as finally determined, Tenant’s pro rata share of such operating expenses in excess of the Base Operating Expense Amount shall be greater or less than the aggregate of all installments so paid by Tenant to Landlord during such period, then Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days of Tenant’s receipt of a statement therefrom by Landlord, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of operating expenses for each calendar year and then adjust such estimate after the end of each year based on the actual operating expenses incurred during such year. If at any time it appears to Landlord that the amount payable hereunder for the current calendar year will vary from Landlord’s estimate by more than five percent (5%), Landlord may, by written notice to Tenant, revise Landlord’s estimate for the year, in which case subsequent payments by Tenant for the year shall be based upon the revised estimate. The obligations of Landlord and Tenant with respect to adjustments of additional rent shall survive the termination of this Lease. Should this Lease terminate on a day other than the last day of a calendar year, Tenant’s pro rata share of Landlord’s operating expenses for the calendar year in which this Lease terminates shall be prorated on the basis which the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant does hereby acknowledge that its obligation to participate in operating expenses in excess of the Base Operating Expense Amount shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of nonpayment of rent.

top

4.5 Vacancy Adjustment. In determining the amount of operating expenses for any calendar year (i) if the Building is not fully occupied at any time during the year, operating expenses shall be adjusted to those of a fully occupied building during the entire period, or (ii) if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would constitute an operating expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, operating expenses shall be deemed to be increased by an amount equal to the additional operating expense which would reasonably have been incurred during such period by Landlord, had it at its own expense furnished such work or service to such tenant.

4.6 Building Reconfiguration. The calculation of the percentage representing Tenant’s pro rata share as set forth in paragraph 1.1 of the Lease Cover Page was calculated based upon the present configuration of the Premises, the rentable space contained within the Premises and the present amount of rentable space in the Building. Tenant’s pro rata share shall be recalculated in the event of any future reconfigurations of the rentable space within the Premises.

ARTICLE V SERVICES BY LANDLORD

5.1 Landlord Services. As long as Tenant is not in default under any of its obligations under this Lease, Landlord shall maintain the public and common areas of the Building, such as lobbies, stairs, atriums, landscaping, corridors and rest rooms, in good order and condition except for damage occasioned by the act of Tenant, its employees, agents or invitees, and Landlord shall also provide the following services during Normal Business Hours (as defined below) for the term of this Lease.

top

A. HVAC. Equipment adequate for air conditioning and heating for normal purposes only, to provide, in Landlord’s judgment, comfortable occupancy of the Premises. Tenant agrees not to use any apparatus or device in, upon or about the Premises which in any way may increase requirements for such equipment or facilities in the Building, and Tenant further agrees not to connect any apparatus or device with the conduits, pipes, equipment or facilities, or other devices installed by Landlord by which utilities are supplied, for the purpose of using additional or unusual amounts of such utilities, without the written consent of Landlord. Should Tenant use such utilities under this provision to excess, Landlord reserves the right to charge for any upgrading or improvements to conduits, pipes, equipment or devices. The cost therefor shall be payable by Tenant, as additional rental, within fifteen (15) days of Tenant’s receipt of an invoice for same.

B. Electric. Sufficient electric power for lighting and operation for office machines, air conditioning and heating as may be required for comfortable occupancy of the Premises between Monday and Friday from 7:00 a.m. to 6:00 p.m., and from 9:00 a.m. to 1:00 p.m. on Saturdays, holidays excepted (“Normal Business Hours”). Electric power furnished by the Landlord is intended to be that consumed in normal office use for lighting, heating, ventilating, air conditioning and small office machines.

top

• (i) Electric capacity of 4.0 watts per square foot at 120/208 volts will be available for small business machines, telephone equipment, non-standard building lighting, supplemental A/C units and computer room loads.
• (ii) Electricity allowance for 120/208-volt power of one watt per leased square foot per hour during Normal Business Hours for operation of business machines, telephone equipment, non-standard Building lighting, and other energy consuming devices (“Office Equipment”). If consumption of electricity exceeds 1watt per square foot for normal office use as specified, Tenant agrees to pay to Landlord, promptly upon demand, as Additional Rent hereunder for said electricity in excess of the 1.0 watt allowance at the average rate per unit of energy then in effect. An independent engineer selected by Landlord shall determine electricity consumption or the consumption shall be determined by a submeter to be furnished and installed at the option of the Tenant and at its expense. If the Tenant refuses to pay upon demand of Landlord such excess charge, such refusal shall constitute a breach of the obligation to pay rent under this Lease and shall entitle Landlord to the rights hereinafter granted for such breach.
• (iii) Dedicated computer rooms or supplemental air conditioning units shall not be considered standard Office Equipment and shall be metered, at Tenant’s expense. Tenant agrees to pay Landlord, promptly upon demand, as Additional Rent hereunder for all electricity consumed by non-standard Office Equipment at the average rate per unit of energy then in effect.
• (iv) If Tenant regularly utilizes the Premises beyond Normal Business Hours, electricity for Building standard lighting used beyond Normal Business Hours shall be considered excess electricity and Tenant agrees to pay Landlord, promptly upon demand, as Additional Rent hereunder for all such excess electricity consumed at the average rate per unit of energy then in effect.

top

C. Elevator Service. Elevator service to and from the Building lobby to the Premises.

D. Water. Water for drinking, lavatory and toilet purposes from the regular Building supply through fixtures installed by Landlord.

E. Window Washing. Window washing with reasonable frequency.

F. Janitorial. Janitor service and customary cleaning in and about the Premises (kitchens, private restrooms and eating areas excluded) Monday through Friday (holidays excepted) comparable to standard janitor service furnished by other first class St. Louis County office buildings (Tenant shall not engage any janitor or cleaning services without Landlord’s prior written consent). Notwithstanding the foregoing, Tenant shall be solely responsible for disposing of any and all medical waste in full compliance with all applicable laws and such reasonable rules and regulations as Landlord may promulgate from time to time.

5.2 Excess Use. Tenant shall also be responsible for reimbursing Landlord as additional rent for any and all expenses which, although otherwise payable by Landlord, are attributable to Tenant’s excessive or unintended utilization of the Premises or the Building.

5.3 Interruption of Services. Landlord does not warrant that services and/or utilities will be free from interruption and no interruption of services or utilities shall be deemed an eviction or disturbance of Tenant’s use or possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall use reasonable efforts to restore services and utilities which shall be interrupted upon notice in writing from Tenant of the interruption of service or utilities. Notwithstanding anything to the contrary in this Lease, Landlord does not warrant the proper performance or function of computer controlled facility components of the Building that employ software driven technology or embedded microchip technology, which components include, but are not limited to, programmable thermostats, HVAC controllers, auxiliary elevator controllers, utility monitoring and control systems, fire detection and suppression systems, alarms, security systems and any other facility control systems utilizing micro-computer, mini-computer or programmable logic controllers (“Computer Controlled Facility Components”). Further, any failure or malfunction of the Computer Controlled Facility Components of the Building or serving the Building shall not constitute a default of the Landlord under this Lease and shall not render the Landlord liable for breach of any of its covenants under this Lease.

top

ARTICLE VI PURPOSE

6.1 Possession and Use. The Premises shall be occupied and used solely for medical office purposes and Tenant shall not use or permit the Premises to be used for any other purpose or purposes without the prior written consent of Landlord. The Tenant agrees to comply with the rules and regulations set forth on Exhibit C appended hereto and incorporated herein by reference and with such reasonable modifications thereof and additions thereto as the Landlord may hereafter from time to time make for the Building. In addition to all other liabilities for breach of any covenant of this Section, Tenant shall pay to the Landlord an amount equal to any increase in insurance premiums payable by the Landlord or any other tenant in the Building, caused by such breach. The Landlord shall not be responsible for the non-observance by any other tenant of any of the above-mentioned rules and regulations.

6.2 Parking and Common Areas. Tenant shall have the right to use the number of parking spaces set forth in Section 6.2 of the Lease Cover Page in the parking facilities which are adjacent to the Building for itself, its employees and invitees, on an unassigned, non-exclusive basis. Notwithstanding the foregoing, however, Landlord shall have the right to assign parking spaces to particular tenants in the Building and its employees and invitees, and to clearly mark said parking spaces as such, whereupon, said parking spaces shall thereafter be for the exclusive use of that particular tenant. Landlord shall retain exclusive control and management over the common areas serving the Premises and the Building, including but not limited to, all driveways, entrances, exits, roadways, parking areas, sidewalks and other features or facilities provided for the general use of all the tenants in the Building. Landlord shall have the right to establish, modify, change and enforce rules and regulations with respect to the use of said common areas and Tenant agrees to abide by and conform with such rules and regulations. Nothing contained in this Lease shall be construed so as to prohibit Landlord from reconfiguring the parking lot or from constructing any structures on the parking lot or in the common areas.

top

ARTICLE VII UTILITIES AND PERSONAL PROPERTY TAXES

7.1 Utilities. Landlord shall pay or cause to be paid (subject to reimbursements as set forth in Article IV above) when due, all charges for gas, electricity, water and sewer used in or upon the Premises during the term of this Lease. Landlord reserves the right, if consumption of electricity or other utility service or the demand which such consumption creates in or from the Premises exceeds that required for normal office use, to include a charge for such utility service as an addition to the monthly rental of Tenant hereunder. Such charge shall be based upon the increased demand and usage charges billed by the utility, as applied to the excess use as determined by an independent engineer selected by Landlord, or at Landlord’s option, to be determined by a measuring device to be furnished and installed by Landlord at Tenant’s expense. In such event, Tenant shall pay such charge to Landlord as additional rent within ten (10) days after receipt of an invoice for same from Landlord. Tenant shall notify Landlord whenever machines and equipment are changed, added or deleted, and if Tenant should fail to do so, then Tenant shall bear the cost of the independent audit to determine Tenant’s new usage rate.

7.2 Personal Property and Business Taxes. Tenant shall pay before delinquent, all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operation, as well as upon its trade fixtures, merchandise and other personal property in or upon the Premises.

top

ARTICLE VIII TENANT IMPROVEMENTS AND ALTERATIONS

8.1 Tenant Improvements. Landlord agrees to construct certain improvements to the Premises (which improvements are defined as the “Work” in Exhibit D) in accordance with the provisions of Exhibit D (the “Tenant Improvements”).

8.2 Tenant’s Alterations. Tenant shall not make any alteration, addition or improvement of a permanent nature to the Premises including, but not limited to, wall coverings, floor coverings and special lighting installations without first obtaining the prior written consent of Landlord in each and every instance. In the event Tenant desires to make any alterations, improvements or additions, Tenant shall first submit to Landlord plans and specifications therefor and obtain Landlord’s written approval thereof prior to commencing any such work. Any such alteration, addition or improvement made by Tenant after such consent shall have been obtained shall be made strictly in accordance with all applicable building codes, governmental regulations, and all such alterations, additions or improvements shall become the property of Landlord and shall remain upon the Premises upon the expiration or sooner termination of this Lease without compensation to Tenant (excepting only Tenant’s movable office furniture, trade fixtures, office and professional equipment); however, unless Landlord waives such right in writing at the time it approves any such alteration, improvement or addition, Landlord shall have the right to require Tenant to remove such alterations, improvements or additions and to repair any damage to the Premises resulting therefrom at Tenant’s cost, upon the termination of this Lease.

top

ARTICLE IX REPAIRS AND MAINTENANCE

9.1 Repairs and Maintenance. Landlord shall make all necessary repairs to the Building and to the common areas serving the Building. If such damage is caused by acts or omissions of Tenant, its officers, agents, employees or invitees, Tenant shall bear the cost of such repairs. Tenant shall not damage the Premises, the Building or the common areas serving the Building, but shall maintain the Premises in a clean, attractive condition and in good repair, except as to normal wear and tear, damage to be repaired by Landlord as provided above and for the cleaning services to be rendered by Landlord as provided above. Tenant further covenants not to do or suffer any waste to the Premises, normal wear and tear excepted.

9.2 Landlord’s Entry Upon the Premises. Tenant agrees to permit Landlord and its authorized representatives to retain pass keys to the Premises at all times and to enter the Premises at all times during normal business hours for the purpose of inspecting same, making any necessary repairs to the Premises or any adjoining space and performing any work therein necessary to comply with any laws, ordinances, rules or regulations of any public authority, fire rating bureau, or Landlord’s insurer or that Landlord may deem necessary to prevent waste or deterioration to the Premises. Any such entry shall be so as to cause minimal inconvenience to Tenant. If Tenant fails to make any needed repairs required to be made by it pursuant to the terms of this Lease, Landlord may, but shall not be required to, perform such work at Tenant’s expense, the cost of which shall be payable to Landlord within ten (10) days of Tenant’s receipt of an invoice for same, as additional rent. In addition, Landlord may, upon twenty-four (24) hours notice to Tenant, enter upon the Premises during Normal Business Hours to show the Premises to prospective purchasers, mortgagees and insurance representatives and may at any time during the last ninety (90) days of the term of this Lease, show the Premises to prospective tenants.

top

ARTICLE X INSURANCE

10.1 Tenant’s Public Liability and Property Insurance. During the term of this Lease, Tenant shall, at Tenant’s sole cost and expense, maintain comprehensive general liability insurance including contractual liability coverage against claims for injury, wrongful death or property damage occurring upon, in or about the Premises, with companies and in form acceptable to Landlord, with single limit coverage of not less than Two Million and No/100 Dollars ($2,000,000.00), workers compensation insurance in such amounts as required by the State of Missouri. In such policy or policies, Landlord and Landlord’s management company, if any, shall be named as an additional insured, as their interests may appear and said policies shall contain both a waiver of subrogation clause and an endorsement providing that such policies may not be canceled or amended, except upon thirty (30) days notice from insurer to Landlord. Tenant shall be solely responsible for obtaining any fire, business interruption insurance, or extended coverage insurance for personal property and improvements of Tenant which may be located within the Premises and for all goods, commodities and material stored by Tenant in or about the Premises. Tenant shall provide Landlord with evidence of such insurance, satisfactory to Landlord, upon Tenant’s receipt of a request for same from Landlord.

10.2 Mutual Waiver of Subrogation. Landlord and Tenant hereby waive the rights each may have against the other on account of any loss or damage occasioned to Landlord or Tenant, as the case may be, their respective property, the Premises or its contents arising from any risk insured against by Landlord or Tenant; and the parties each, on behalf of their respective insurance companies insuring the property of either Landlord or Tenant against any such loss, waive any right of subrogation that it may have against Landlord or Tenant, as the case may be. The release set forth in this paragraph shall apply only to the extent that such loss or damage is covered by insurance and only so long as the applicable insurance policies contain a clause or otherwise provide that this release shall not affect the right of the insured to recover under such policies.

top

10.3 Liability. Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Premises and any improvements therein and appurtenances thereto solely at their own risk and Tenant and all those claiming by, through or under Tenant hereby release Landlord, its agents and employees to the full extent permitted by law, from any and all claims of every kind, including loss of life, personal or bodily injury, damage to merchandise, equipment, fixtures or other property, or damage to business or from busi¬ness interruption, arising, directly or indirectly, out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof, except those claims arising out of the gross negligence of Landlord or its agents, directors, officers, employees or contractors. Tenant shall defend and indemnify Landlord and save it harmless from and against any and all claims against Landlord arising from (a) Tenant’s use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant in or about the Building, (b) the nonperformance of any covenant or agreement on Tenant’s part to be performed pursuant to the terms of this Lease, (c) any act or negligence of Tenant or of any of its agents, contractors, employees, invitees or licensees, and from and against all costs, fines, judgments, reasonable counsel fees, expenses and liabilities incurred in any such claim or in any action or proceeding brought thereon, or (d) Tenant’s failure to comply with any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord, covenants to resist or defend at Tenant’s expense such action or proceeding by counsel reasonably satisfactory to Landlord. However, the foregoing provisions shall not be construed to make Tenant responsible for loss, damage, liability or defense resulting from injuries to third parties caused by the gross negligence of Landlord or its agents, directors, officers, contractors or employees. Further, Tenant shall give prompt notice to Landlord in case of fire or other casualty or accidents in the Premises or of any defects therein or in any of Landlord’s machinery or equipment serving the Premises. The provisions of this Article shall survive the termination of this Lease with respect to any claims or liabilities accruing prior to such termination.

top

ARTICLE XI CASUALTY

11.1 Damage or Destruction. If the Premises shall be partially damaged by fire or other casualty insured under Landlord’s insurance policies, then upon Landlord’s receipt of the insurance proceeds, Landlord shall, except as otherwise provided herein, repair and restore the same (exclusive of Tenant’s trade fixtures, decorations, signs and contents) substantially to the condition thereof immediately prior to such damage or destruction; limited, how¬ever, to the extent of the insurance proceeds received by Landlord. If by reason of such occurrence, (a) the Premises are damaged in whole or in part as a result of a risk which is not covered by Landlord’s insurance; or (b) the Premises are damaged in whole or in part during the last twelve (12) months of the term of this Lease; or (c) the Premises are damaged or the Building is damaged (whether or not the Premises are damaged) to an extent of fifty percent (50%) or more of the then replacement value thereof; or (d) the Building is damaged (whether or not the Premises are damaged) to such an extent that the Building cannot, in the judgment of Landlord, be operated as an integral unit following the repair or restoration of said damaged areas, then, upon the occurrence of any of such events, Landlord may elect either to repair the damage as aforesaid, or cancel this Lease by written notice of cancellation given to Tenant within thirty (30) days after the date of such occurrence, and thereupon this Lease shall cease and terminate as though the date of Landlord’s notice were the date herein fixed for the expiration of the term hereof. In addition to the foregoing, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering a written notice of termination to Tenant within fifteen (15) days after such requirement is made by such holder. Upon the termination of this Lease as aforesaid, Tenant’s liability for the rents reserved hereunder shall cease as of the effective date of the termination of this Lease. Unless this Lease is terminated by Landlord as aforesaid, this Lease shall remain in full force and effect. If the casualty renders the Premises untenantable in whole or in part, a proportionate abatement of the minimum Base Rent shall be allowed from the date when the damage occurred until the date when the Premises are made tenantable or until the effective date of termination as herein provided, said abatement to be computed on the basis of the relation which the square foot area of the space rendered untenantable bears to the aggregate square foot area of the Premises.

top

11.2 Major Destruction. Notwithstanding anything contained herein to the contrary, in the event the Premises are damaged by fire or other casualty so as to render said Premises unquestionably untenantable for one hundred and twenty (120) days or longer, then, in such event, Landlord and Tenant shall each have the option to terminate this Lease by delivering a written notice to the other within thirty (30) days of the occurrence of such damage or destruction. If Landlord and Tenant cannot agree as to whether said Premises are unquestionably untenantable for the aforementioned period of time, the fact shall be determined by an architect selected by Landlord.

ARTICLE XII CONDEMNATION

12.1 Condemnation. In the event the Premises or any part thereof shall be taken in an eminent domain proceeding the following provisions shall be controlling:

A. If the whole of the Premises shall be acquired, taken or condemned by eminent domain for any public or quasi-public use or purpose (hereinafter “Condemned”), then and in that event the term of this Lease shall cease and terminate from the date of title vesting in such condemning authority and Tenant shall have no claim against Landlord for the value of any unexpired term of said Lease.

top

B. If any part of the Premises shall be Condemned and such partial condemnation shall render the Premises unsuitable for the business of Tenant, then and in such event Tenant shall have the right to terminate this Lease by delivering a written notice of cancellation to Landlord, whereupon this Lease shall cease and terminate as of that date which is thirty (30) days after the date Landlord shall have received said notice of cancellation, and Tenant shall have no claim against Landlord for the value of the unexpired term of this Lease.

C. In the event (a) any part of the Premises shall be Condemned during the last year of the term of this Lease; or (b) a part of the Premises is Condemned and the cost of restoring the Premises will exceed the proceeds of any condemnation award received by Landlord; or (c) any portion of the Common Areas or any portion of the Building is Condemned (whether or not any portion of the Premises is Condemned) to such an extent that the Building cannot, in the judgement of Landlord, be operated as an integral unit during or following the repair or restoration work to the Building or common areas; or (d) the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises requires that the condemnation proceeds be applied toward such indebtedness, then, in any of such events, Landlord may elect to cancel this Lease by written notice of cancellation given to Tenant, whereupon this Lease shall cease and terminate as of that date which is thirty (30) days following the date upon which Tenant shall receive said notice of cancellation.

top

D. In the event of any condemnation or taking as hereinbefore provided, either whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such condemnation and Landlord is to receive the full amount of such award, the Tenant hereby expressly waiving any right or claim to any part thereof; provided, however that Tenant shall be entitled to receive and retain any amounts which may be specifically awarded to it in such condemnation proceedings because of the taking of its trade fixtures and for relocation expenses. It is understood that in the event of the termination of this Lease as aforesaid, neither Landlord nor Tenant shall have any claim against the other for the value of any unexpired term of this Lease and Tenant shall have no right or claim to any part of the award on account thereof.

ARTICLE XIII LIENS

13.1 Liens. If the Premises or Tenant’s leasehold interest therein shall at any time during the term of the Lease become subject to any mechanics, laborers or materialmen’s lien based upon the furnishing of material or labor to Tenant on the Premises, Tenant shall cause the same, at Tenant’s expense, to be discharged within thirty (30) days after notice thereof, unless the lien is then being litigated in good faith by Tenant, in which event Tenant shall indemnify and hold Landlord harmless from and against any such lien and shall secure Landlord to Landlord’s satisfaction. Tenant shall have no authority or power, express or implied, to create or cause any lien, charge or encumbrance of any kind against the Premises or Landlord’s ownership interest in the Premises.

top

ARTICLE XIV ASSIGNMENT

14.1 Assignment. Tenant shall not without Landlord’s prior written consent (i) transfer, assign, enter into license or concession agreements, change ownership, convey, mortgage, pledge, hypothecate, encumber or otherwise transfer any interest in or under this Lease or Tenant’s interest in and to the Premises (ii) allow any transfer thereof or any lien upon the Tenant’s interest by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than the Tenant. Any attempted transfer, assignment, subletting, license or concession agreement, change of ownership or hypothecation without Landlord’s written consent, shall be void and confer no rights upon any third party. If this Lease or any interest of Tenant herein shall be assigned, or if the whole or any part of the Premises shall be sublet, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease to be performed by Tenant, and Tenant shall not thereby be released in any manner. Landlord’s interest in this Lease may be assigned by Landlord in connection with the sale or other conveyance of the Building and, upon such assignment, the obligations of Landlord hereunder (including, but not limited to, the refund of any security deposit held under paragraph 3.2 above) shall become obligations solely of such assignee.

14.2 Sublet or Termination Option. Notwithstanding the foregoing, if at any time or from time to time during the Term of the Lease, Tenant desires to sublet or assign the Lease with respect to all or a part of the Premises, the following provisions shall be controlling:

top

A. Tenant shall notify Landlord in writing (hereinafter referred to in this section as the “Notice”) of the terms of the proposed subletting or assignment and the area proposed to be sublet or covered by the assignment and shall give Landlord the option, in addition to Landlord’s other rights hereunder, to sublet from Tenant such space (hereinafter referred to as “Sublet Space”), pursuant to the terms of paragraph 14.2B below or to terminate this Lease with respect to the Sublet Space. If the Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Sublet Space, then as to that portion of the Premises which is not part of the Sublet Space, this Lease shall remain in full force and effect except that the rent and additional rent and Tenant’s pro rata share shall be reduced by a fraction, the numerator of which shall be the rentable square feet of the Sublet Space, and the denominator of which shall be the rentable square feet of the Premises. If Landlord exercises either the option to sublet or to terminate this Lease, it shall be exercisable by Landlord in writing within a period of thirty (30) days after receipt of the Notice.

B. In the event Landlord exercises the option to sublet the Sublet Space, the terms of the subletting from the Tenant to the Landlord shall be the terms set forth in the Notice and shall be on such other terms and conditions as are contained in this Lease to the extent applicable, except that the Landlord shall have the right to further sublet the Sublet Space.

top

C. If Landlord fails to exercise either of the above described options within the said thirty (30) day period, the Tenant may submit to Landlord within twenty (20) days after said period a copy of the proposed assignment or sublease and such information concerning the proposed assignment or sublessee as may be requested by Landlord for Landlord’s review. If Landlord, in its sole discretion, approves in writing the terms of the proposed assignment or sublease and the proposed assignee or sublessee, but a fully-executed counterpart of such assignment or sublease is not delivered to Landlord within sixty (60) days after the date of Landlord’s approval, then Landlord’s approval of the proposed assignment or sublease shall be deemed null and void and Tenant shall again comply with all of the conditions of this section as if the Notice and options hereinabove referred to had not been given and received. If Landlord fails to approve such proposed assignment or sublease in writing within fifteen (15) days after receipt of all required information from Tenant, Landlord shall be deemed to have disapproved the proposed assignment or sublease.

top

D. Tenant agrees to pay Landlord, on demand, reasonable costs incurred by Landlord in connection with any request by Tenant for Landlord to consent to any assignment or subletting by Tenant whether or not Landlord’s consent is given.

E. If, with the consent of Landlord, this Lease is assigned or if the Premises or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may after a default by Tenant, collect rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent and the additional rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Tenant’s covenants contained in this Lease or the acceptance of the assignee, subtenant or occupant as Tenant, or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained.

14.3 Change in Ownership. Any sale or transfer after the date hereof, whether to one or more persons or entities or whether at one or more different times, of: (i) fifty percent (50%) or more in the aggregate of the shares of capital stock of any corporation which is then the legal tenant under this Lease; (ii) fifty percent (50%) or more in the aggregate of the partnership interests under any partnership which is then the legal tenant under this Lease; or (iii) fifty percent (50%) or more in the aggregate of the membership interests of any limited liability company which is then the legal tenant under this Lease, shall be deemed a default hereunder and in addition to all of the other rights and remedies of Landlord as set forth herein, Landlord shall, at its option, have the right to terminate this Lease by delivering a written notice of termination to Tenant.

top

14.4 General. In the event that Tenant shall sublet the Premises for a rental in excess of the Base Rent due hereunder from Tenant to Landlord, then, notwithstanding any other provision contained in this Lease to the contrary, the Base Rent provided for in this Lease shall automatically be increased during the term of such sublease to a sum equal to the amount of rent payable under such sublease. In the event that Tenant shall receive any valuable consideration for an assignment of the Tenant’s interest in this Lease, then, notwithstanding any other provision contained in this Lease to the contrary, Tenant shall pay to Landlord as additional rent hereunder, the amount of consideration thereby received.

top

ARTICLE XV DEFAULT

15.1 Default. The following events shall be deemed to be events of default by Tenant under this Lease: (a) if Tenant shall fail to make any payment of Base Rent or additional rent or any other payment required to be made by Tenant hereunder, as the same shall become due and payable and shall not cure such failure within five (5) days after written notice thereof to Tenant (it being understood, however, that after Tenant has been delinquent in the payment of Base Rent or additional rent on more than two (2) occasions during the term of this Lease, Landlord shall no longer be required to provide Tenant with written notice of such default and a five (5) day period within which to cure such default, and Tenant shall be deemed in default of its obligations under this clause upon Tenant’s failure to make any future payment of Base Rent or additional rent as and when due); (b) if Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of Base Rent and additional rent, and shall not cure such failure within thirty (30) days after written notice thereof to Tenant; (c) if Tenant shall become insolvent or shall make a transfer in fraud of its cred¬itors, or shall make an assignment for the benefit of its cred¬itors of Tenant’s assets or Tenant’s interest in this Lease; or (d) if a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant.

15.2 Remedies of Landlord. Upon the occurrence of any such event of default, Landlord shall have the option to pursue any one or more of the following remedies (as well as any other remedies provided by law) without any notice or demand whatsoever:

top

A. Landlord may terminate this Lease, in which event Landlord may immediately repossess the Premises and be entitled to recover sums or damages for which Tenant may be adjudged legally liable to Landlord. Tenant shall thereupon surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord the full right to enter into and upon the Premises in such event with or without process of law and repossess the Premises and to expel or remove Tenant and any others who may be occupying the Premises and to remove any and all property therefrom, without such entry constituting a trespass, eviction or forcible entry or detainer, and without relinquishing Landlord’s right to collect any rent that may be or become due, or any other right to which Landlord may be entitled under this Lease or by operation of law.

B. Landlord may terminate Tenant’s right of possession and may repossess the Premises by unlawful detainer suit or by taking peaceful possession without terminating this Lease, in which event Landlord may, at Landlord’s option, enter into the Premises, remove property, and take and hold possession, all as provided above, without terminating this Lease or releasing Tenant, in whole or in part, from Tenant’s obligation to pay rent hereunder for the full term. Upon and after entry into possession without termination of this Lease, Landlord may relet the Premises or any part thereof for the account of Tenant to any person, firm or corporation other than Tenant for such rent, for such period (including periods extending beyond the term of this Lease) and upon such terms as Landlord shall determine to be commercially reasonable. In any such case, Landlord may make such reasonable repairs and alterations to the Premises and redecorate them as deemed by Landlord to be appropriate in order to facilitate reletting of the Premises. All reasonable costs thereof and Landlord’s expenses of retaking possession, removing property, and of reletting, including a reasonable lease commission, shall be charged against the first rents collected on any reletting of the Premises. If the rents collected by Landlord upon any such reletting for Tenant’s account, after payment of the foregoing expenses, are not sufficient to pay the full amount of the rent reserved in this Lease as it becomes due, Tenant shall pay to Landlord the amount of the deficiency each month upon demand. In the event the rents collected by Landlord upon any such reletting for Tenant’s account, after payment of the foregoing expenses, exceed the full amount of the rent reserved in this Lease as it becomes due, such excess shall be retained by Landlord to be applied against any subsequent deficiency, and any excess remaining at the end of the term of this Lease shall be paid to Tenant.

top

C. If Landlord elects to terminate this Lease as above provided (and Landlord may elect to terminate this Lease at any time after an event of default, even after and notwithstanding Landlord’s prior election to terminate Tenant’s right to possession only as provided above), Landlord shall forthwith upon such termination be entitled to recover as damages, and not as a penalty, in addition to all damages sustained for the period prior to termination of this Lease, an amount equal to the then present value of the annual Base Rent and all additional rent for the remainder of the term of this Lease, less the then present reasonable rental value of the Premises for the remainder of the term. The present reasonable rental value of the Premises shall be determined according to the actual rental rate at which the Premises shall have been relet (less all expenses described above), if the Premises shall have been relet at the time the determination is made, or which shall be determined according to expert opinion of the rental rate at which the Premises can be relet within a reasonable time, discounted for a reasonable vacancy factor and reasonable reletting expenses, if the Premises shall not then have been relet.

No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants of this Lease shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. top

ARTICLE XVI COMPLIANCE WITH LAWS

16.1 Code Compliance. Tenant shall, at Tenant’s sole cost and expense, comply or cause the Premises to comply with all applicable laws, rules, regulations, requirements and ordinances now in force or which may hereafter be in force (hereinafter collectively referred to as “Laws”), including, without limitation, The Americans With Disabilities Act (the “ADA”), which have been or which may be enacted or imposed by any governmental unit concerning the Premises or Tenant’s use of the Premises if, and only if, said alteration, maintenance or restoration is required as a result of (i) the particular manner of conduct of Tenant’s business or operation of Tenant’s equipment or other property therein; provided, however, that this clause (i) shall not apply to any building wide alteration, maintenance or restoration required to all of the space in the Building, or (ii) any cause or condition created by Tenant, or (iii) the breach of any of Tenant’s obligations or duties hereunder, or (iv) any alterations which the ADA may require Tenant to make as an employer in order to make reasonable accommodations with respect to those particular employees of Tenant which may be disabled.

16.2 Environmental Covenants. Tenant shall not use, store, manufacture, dispose of or discharge any pollutants, contaminants, or harmful or hazardous substances from or on the Premises or otherwise occupy or permit the Premises to be occupied or used in a manner which (a) violates any applicable law, regulation, rule or other governmental requirement, (b) impairs the health, safety or condition of any person or property or (c) adversely affects the use, enjoyment or value of the Premises or the surrounding property; provided, however, Tenant shall be permitted to use and store on the Premises such harmful and hazardous substances commonly used in connection with Tenant’s business as a medical office, provided that Tenant’s use and storage of such substances shall at all times be in compliance with all applicable laws. Tenant shall promptly notify Landlord of the breach, or the potential or threatened breach, of any of the provisions of this paragraph. Tenant shall indemnify and hold Landlord and its officers, shareholders, partners, employees, and agents, harmless from any loss, claim, liability or expense (including, without limitation, attorneys fees, court costs, consultant fees, expert fees, penalties, fines, removal, clean-up, transportation, disposal and restoration expenses) arising in connection with Tenant’s failure to comply with the provisions of this paragraph. A breach of the provisions of this paragraph shall be a material default enabling Landlord to exercise any of the remedies set forth in this Lease. Tenant’s obligation hereunder shall survive the termination of this Lease.

top

16.3 Bankruptcy. If a petition is filed by or against Tenant for relief under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), and Tenant (including for purposes of this section Tenant’s successor in bankruptcy, whether a trustee or Tenant as debtor in possession) assumes and proposes to assign, or proposes to assume and assign, this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who has made or accepted a bona fide offer to accept an assignment of this Lease on the terms acceptable to Tenant, then notice of the proposed assignment setting forth (a) the name and address of the proposed assignee, (b) all of the terms and conditions of the offer and proposed assignment, and (c) the adequate assurance to be furnished by the proposed assignee of its future performance under this Lease, shall be given to Landlord by Tenant no later than twenty (20) days after Tenant has made or received such offer, but in no event later than ten (10) days prior to the date on which Tenant applies to a court of competent jurisdiction for authority and approval to enter into the proposed assignment. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the date on which the court order authorizing such assignment becomes final and non-appealable to take an assignment of this Lease upon the same terms and conditions, and for the same consideration, if any, as the proposed assignee, less any brokerage commission which may otherwise be payable out of the consideration to be paid by the proposed assignee for the assignment of this Lease. If this Lease is assigned pursuant to the provisions of the Bankruptcy Code, Landlord: (i) may require from the assignee a deposit or other security for the performance of its obligations under this Lease in an amount substantially the same as would have been required by Landlord upon the initial leasing to a tenant similar to the assignee; and (ii) shall be entitled to receive as additional Rent, any amounts received by Tenant in connection with such assignment. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or documentation to have assumed all of the Tenant’s obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Landlord an instrument confirming such assumption. No provision of this Lease shall be deemed a waiver of Landlord’s rights or remedies under the Bankruptcy Code to oppose any assumption and/or assignment of this Lease, or to regain possession of the Premises if this Lease has neither been assumed nor rejected within sixty (60) days after the date of the order for relief. Notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord, under this Lease, whether or not expressly denominated as rent, shall constitute rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

top

ARTICLE XVII SUBORDINATION

17.1 Subordination.

A. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver within ten (10) days of Landlord’s request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord, provided that as a condition of such subordination, the holder of such mortgage or deed of trust agrees that so long as Tenant is not in default hereunder, Tenant’s possession of the Premises shall not be disturbed.

top

B. Tenant agrees to give any mortgagees or deed of trust holders of Landlord (“Lender”), by registered mail, a copy of any notice of default served upon the Landlord, provided that prior to such notice, Tenant has received written notification from Landlord of the name and address of such Lender. Tenant further agrees that if Landlord is in default of Landlord’s obligations hereunder, Tenant shall not commence any legal action to recover damages or terminate this Lease as a result of such default (it being acknowledged that Tenant shall in no event be permitted to offset any damages or claims by Tenant against any amounts of Base Rent or additional rent owed hereunder), until Tenant has notified, by registered mail, Lender of Tenant’s intent to commence such action or terminate this Lease and Lender shall have failed to cure such default within thirty (30) days of receipt of such notice, or if such default cannot reasonably be cured within that time, then such additional time as may be reasonably necessary to cure such default, if within such 30-day period, Lender has commenced and is diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure) in which event this Lease shall not be terminated while such remedies are being so diligently pursued. Tenant further agrees that if Lender succeeds to the interest of Landlord under this Lease, Lender shall not be (i) liable for any act or omission of any prior landlord (including Landlord); (ii) liable for the return of any security deposit, unless and to the extent, the Lender actually receives such security deposit; (iii) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), provided the foregoing shall not relieve Lender from any obligation of the Landlord under this Lease accruing or arising after Lender succeeds to the interest of Landlord under this Lease; (iv) bound by any rent or additional rent which Tenant might have paid in advance for more than the current month to any prior landlord (including Landlord) or be bound by any representation or warranty made by any prior landlord (including Landlord).

top Landlord hereby notifies Tenant that Landlord’s lender is Great Southern Bank, Three City Place Drive, Suite 570, Creve Coeur, Missouri 63141, Attn: Kevin Baker.

ARTICLE XVIII SIGNS

18.1 Signs. The Tenant shall not display, inscribe, print, -t, maintain or affix on any place in or about the Building any sign, advertisement, notice, legend, direction or figure, except adjacent to the doors of the Premises and on the Directory Board, and then only such name(s) and matter, and in such color, size, style, place and materials, as shall first have been approved in writing by the Landlord, which written consent may be withheld for any reason whatsoever. The listing of any name other than that of Tenant, whether on the doors of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in Article XIV, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

top

ARTICLE XIX SURRENDER AND HOLDING OVER

19.1 Surrender and Holding Over. Upon the expiration of the term of this Lease, or upon an earlier termination of this Lease, Tenant shall surrender peaceable possession of the Premises in the same condition as the Premises are in at the commencement of this Lease, reasonable wear and tear and casualty excepted. In the event that Tenant or any party holding under Tenant shall remain in possession of the Premises beyond the expiration of the term of this Lease or any renewal term thereof, whether by limitation or forfeiture, such party shall pay double rent hereunder during such holdover period, and, in addition thereto, such party shall pay the Landlord for all damages, consequential as well as direct, sustained by such party’s retention of possession.

ARTICLE XX NOTICES

20.1 Notices. Any notice required or permitted to be given or served by either party to this Lease shall be deemed to have been given or served when made either through personal delivery or in writing and forwarded by United States mail, postage prepaid, addressed as set forth in paragraph 20.1 of the Lease Cover Page. The addresses may be changed from time to time by either party by serving notice to the other party in the manner above provided.

top

ARTICLE XXI ESTOPPEL CERTIFICATES

21.1 Estoppel Certificates. Within fifteen (15) days following any written request which Landlord may make from time to time, Tenant shall execute and deliver to Landlord a statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or if there have been modifications hereto, that this Lease is in full force and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rental and other sums payable under this Lease have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant’s statement; and (e) such other matters requested by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this paragraph may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or any interest therein. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be represented by Landlord; (b) that there are no uncured defaults in Landlord’s performance; and (c) that not more than one (1) months rental has been paid in advance.

top

ARTICLE XXII SUBSTITUTE PREMISES

22.1 Substitute Premises. If the Premises contain an area of 2,000 rentable square feet or less, Landlord shall have the right, at any time during the term hereof, upon giving Tenant not less than sixty (60) days prior written notice, to provide and furnish Tenant with alternative space elsewhere in the Building of approximately the same size as the Premises and Landlord may remove and place Tenant in such space, with Landlord to pay all reasonable costs and expenses incurred as a result of such removal of Tenant. Should Tenant refuse to permit Landlord to move Tenant to such new space at the end of said sixty (60) day period, Landlord shall have the right to cancel and terminate this Lease effective ninety (90) days from the date of the original notification by Landlord. If Landlord moves Tenant to such new space, this Lease and each and all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to such new space, and such new space shall hereafter be deemed to be the Premises, as though Landlord and Tenant had entered into an express written amendment of this Lease with respect thereto.

top

ARTICLE XXIII MISCELLANEOUS PROVISIONS

23.1 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

23.2 Attorneys Fees. In the event it becomes necessary for Landlord to employ an attorney to bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease, or for any other reason against Tenant hereunder, then all costs and expenses, including reasonable attorneys fees, whether or not suit is filed, so incurred by Landlord shall be paid by Tenant, which obligation on the part of Tenant shall be enforceable whether or not the action is prosecuted to judgment. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy hereunder, Tenant shall pay to Landlord its costs and expenses incurred in any suit including reasonable attorneys fees.

top

23.3 Waiver of Liability. The Tenant, to the extent permitted by law, waives all claims it may have against the Landlord, and against the Landlord’s agents and employees for damage to person or property sustained by the Tenant or by any occupant of the Premises, or by any other person, resulting from any part of the Building or any equipment or appurtenances becoming out of repair, or resulting from any accident in or about the Building or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part of the Building or of any other person, unless such damage is a result of the negligence or contributory negligence of Landlord, or Landlord’s agents or employees. If any damage results from any act or neglect of the Tenant, the Landlord may, at the Landlord’s option, repair such damage and the Tenant shall thereupon pay to the Landlord the total cost of such repair. Anything contained in the Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the estate and property of Landlord in the land and buildings comprising the Premises for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord to Tenant in the event of any default or breach by Landlord with respect to any of the terms and provisions of this Lease to be observed and/or performed by Landlord, subject, however, to the prior rights of any holder of any mortgage cov¬ering the Premises, and no other assets of the Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant’s claim.

top

23.4 Brokers. Tenant represents and warrants that, except for the commission payable by Landlord to Landlord’s agent, [see tenant list and then specify Vitt or Cozad ]: Alvin D. Vitt & Company or Cozad Commercial (“Landlord’s Agent”) and ______________________________________, being Tenant’s Representative (if none, print “none”), there are no claims for brokerage commissions or finders fees in connection with the execution of this Lease as a result of the actions of Tenant. Tenant agrees to indemnify Landlord and Landlord’s Agent against, and hold Landlord and Landlord’s Agent harmless from, all liabilities (including, without limitation, attorneys’ fees) arising from any claims made by parties claiming to have dealt with Tenant.

23.5 Rules. Landlord shall have the right, from time to time, to make, establish or promulgate reasonable rules and regulations with regard to the Premises, provided such rules and regulations are not inconsistent with the terms of this Lease, and Tenant hereby covenants that it will observe, keep and comply with such rules and regulations promulgated by the Landlord.

23.6 Assignment by Landlord. The term “Landlord” as used in this Lease means only the owner at the time of the fee of the Premises, so that in the event of any sale of the Premises, the seller, transferor or assignor shall be entirely relieved of all further obligations of Landlord herein.

23.7 Sole Agreement. This Lease contains the entire agreement between the parties hereto and no term or provision hereof may be changed, waived, discharged or terminated unless the same be in writing executed by Landlord and Tenant.

23.8 Confidentiality. The terms and conditions of this Lease may not be disclosed by Tenant to third parties other than Tenant’s attorney, accountant and other business advisors as may be necessary for the proper conduct of Tenant’s business or as required by law without the prior written consent of Landlord.

23.9 Missouri Law Governs. The law of the State of Missouri shall govern the construction, performance and enforcement of this Lease.

23.10 Time of Essence. Time shall be of the essence in the performance of every term, covenant and condition of this Lease.

23.11 Captions. The paragraph captions are inserted for convenience of reference and are in no way to be construed as a part of this Lease or as a limitation on the scope of the paragraph to which they refer.

23.12 Benefit. This Lease shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

23.13 Counterparts. This Lease may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Lease and all of which, when taken together, will be deemed to constitute one and the same agreement.

top

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

Landlord:

AMSI PROPERTIES, LLC, a Missouri limited liability company

By:
Title:

Tenant:

By:
Title:

GUARANTY

In order to induce AMSI PROPERTIES, LLC, a Missouri limited liability company (“Landlord”) to enter into that certain Lease dated August 16, 2006 (the “Lease”) between Landlord and - - Center (“Tenant”), and in consideration of the benefits inuring to the undersigned (the “Guarantor”) under said Lease, the receipt and sufficiency of which is represented by the Guarantor to Landlord to be sufficient and adequate, the Guarantor hereby unconditionally guarantees the performance of all of Tenant’s obligations under the Lease, including, without limitation, the payment of rental as provided therein. This Guaranty shall remain in full force throughout the original lease term and any renewals thereof. This Guaranty shall be binding upon Guarantor and Guarantors heirs, legal representatives, successors and assigns, and shall inure to the benefit of Landlord and its successors and assigns. If there is more than one Guarantor, the liability of each Guarantor shall be joint and several.

This Guaranty is a guaranty of payment and performance and not of collection. Guarantor hereby waives notice of acceptance of this Guaranty agreement and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notices to it of default by Tenant under the Lease, and hereby waives diligence, presentment, protest and suit on the part of Landlord in the enforcement of any liability, obligation or duty guaranteed hereby. Guarantor further agrees that Landlord shall not be first or concurrently required to enforce against Tenant or any other person, any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Guarantor. The liability of Guarantor shall not be affected by any indulgence, compromise, settlement or variation of terms which may be extended to Tenant by Landlord, or agreed upon by Landlord or Tenant, and shall not be affected by any assignment or sublease by Tenant of its interest in the Lease, nor shall the liability of the Guarantor be affected by the insolvency, bankruptcy (voluntary or involuntary), or reorganization of Tenant, nor by the voluntary or involuntary liquidation, sale, or other disposition of all or substantially all of the assets of Tenant, or by the release of any other guarantor. Landlord and Tenant, without notice to or consent by Guarantor, may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the Lease as they may deem appropriate, and Guarantor shall not be released thereby but shall continue to be fully liable for the performance of all obligations and duties of Tenant under the Lease as so modified, extended or amended.

Guarantor further agrees (1) to indemnify and hold harmless Landlord from and against any claims, damages, expenses, or losses, including to the extent permitted by law, the reasonable fees of an attorney, resulting from or arising out of any breach of the Lease by Tenant or by reason of Tenant’s failure to perform any of its obligations thereunder, and (2) to the extent permitted by law, to pay any costs or expenses, including the reasonable fees of an attorney, incurred by Landlord in enforcing this Guaranty.

Guarantor understands and agrees that this Guaranty shall continue to be effective, or be reinstated (as the case may be) if at any time any payment made by or on behalf of Borrower respecting any liabilities, obligations or duties guaranteed hereby or any portion of any such payment is rescinded or otherwise must be returned by the recipient in compliance with an order (whether or not final) by a court of competent jurisdiction pursuant to any provision of the Federal Bankruptcy Code, as it now exists or may be hereafter amended, or of any applicable state law.

All existing and future advances by Guarantor to Tenant and all existing and future debts of Tenant to any Guarantor shall be subordinated to all obligations owed to Landlord under the Lease and this Guaranty. Guarantor assumes the responsibility to remain informed of the financial condition of Tenant and of all other circumstances bearing upon the risk of Tenant’s default, which reasonable inquiry would reveal, and agrees that Landlord shall have no duty to advise Guarantor of information known to it regarding such condition or any such circumstance. Landlord shall not be required to inquire into the powers of Tenant or the officers, employees, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Each Guarantor hereby represents and warrants to Landlord that such Guarantor has received a copy of the Lease, has read or had the opportunity to read the Lease, and understands the terms of the Lease. This Guaranty shall inure to the benefit of and may be enforced by Landlord, its successors and assigns, and any party to whom the property which is demised under the Lease may be sold, transferred, negotiated or assigned by Landlord.

If any one or more of the provisions of this Guaranty shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Guaranty, and this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Guaranty shall be construed according to the laws of the State of Missouri. By execution hereof, the undersigned specifically consent to this choice of law designation and consent that all actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to, or from this Guaranty or the Lease shall be litigated only in the courts located in the State of Missouri, and the undersigned (i) consent and submit to the in personam jurisdiction of any state or federal court located within the State of Missouri, (ii) waive any right to transfer or change the venue of litigation brought against the undersigned, and (iii) agree to service of process, to the extent permitted by law, by mail.

IN WITNESS WHEREOF, Guarantor(s) has/have caused this instrument to be executed as of the day and year set forth above.

__________________________________________________

EXHIBIT A

(Diagram of Leased Premises)

EXHIBIT B

(Confirmation of Lease)

FORM OF CONFIRMATION OF LEASE TERM

THIS CONFIRMATION OF LEASE TERM is made this ____ day of _______________, ______, between AMSI PROPERTIES, LLC, a Missouri limited liability company (“Landlord”) and [need correct legal name] (“Tenant”).

Landlord and Tenant have entered into a certain Lease (the “Lease”) dated _______________, _______, demising certain space consisting of _______________ rentable square feet in the building located at 12855 North Forty Drive, St. Louis, Missouri 63141. All of the capitalized terms herein shall have the same respective definitions as set forth in the Lease.

Pursuant to the provisions of Article 2.1 of the Lease, Landlord and Tenant, intending to be legally bound hereby, acknowledge and agree that the Commencement Date shall be the ____ day of _______________, _____, and that the term of the Lease shall end on the ____ day of _______________, _____, at 11:59 p.m., unless sooner terminated or extended, as provided in the Lease. As supplemented hereby, the Lease shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Confirmation of Lease Term, this ____ day of _______________, _______.

Landlord:	Tenant:
AMSI PROPERTIES, LLC	________________________
By:________________________	By:________________________
Name:________________________	Name:________________________
Title:________________________	Title:________________________

EXHIBIT C BUILDING REGULATIONS

top

Tenant’s use of the Building and Premises shall be governed by the following rules. Landlord reserves the right to unilaterally amend or add to the rules, and such amendments and additions shall be effective when notice of the same is given to Tenant in the manner provided in the Lease.

1. Nothing shall be displayed, -ted or affixed by Tenant on any part of the exterior or interior of the Building (except within the Premises) without the prior written consent of the Landlord, and then only of such color, size, style and material as shall be approved in writing by Landlord. All exterior and interior signs on corridor doors must be installed by Landlord or someone designated by it and the cost thereof shall be paid by the Tenant and all such signs are so placed at the risk of the Tenant. Nothing shall be placed in the Premises which may be visible from the exterior of the Building (including window treatments, draperies, shades and venetian blinds) without the prior written consent of Landlord.

2. Landlord shall furnish Tenant two (2) keys to each door lock at the Premises. No additional or replacement locks or similar devices shall be placed on any door or window of the Premises without Landlord’s prior written consent. No keys for any door other than those provided by Landlord shall be made, and Tenant shall not permit duplicate keys to be made. Additional keys shall be procured from Landlord and paid for by Tenant. Tenant shall be solely responsible for the security of keys to the Premises. All keys furnished to Tenant shall be surrendered to Landlord at the expiration or termination of this Lease.

3. If Tenant desires additional wiring connections, Landlord shall direct the electricians as to where the wires are to be introduced and without such directions no boring or cutting for wiring shall be permitted.

4. Unless the Landlord gives advance written consent, the Tenant shall not install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device, air-conditioning apparatus or kitchen equipment in or about the Premises, or carry on any mechanical business therein, or use the Premises for housing accommodations or lodging or sleeping purposes, or do any cooking therein, or use any illumination other than electric light, or use or permit to be brought into the Building any inflammable fluids such as gasoline, kerosene, naphtha, and benzine, or any explosives, radioactive materials or other articles deemed extra hazardous to life, limb or property except in a manner which would not violate any ordinance or regulation of the municipality having jurisdiction over the Building and its occupants. The Tenant shall not use the Premises for any illegal or immoral purpose. Tenant shall not install any vending machines.

5. The sidewalks, halls, passages, exits, entrances, elevators, stairways, atriums, and common areas of the Building shall not be obstructed by the Tenant or used for any purpose other than for ingress to and egress from its Premises. The halls, passages, exits, entrances, elevators, stairways, atriums, common areas and roof are not for the use of the general public and the Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of the Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom the Tenant normally deals in the ordinary course of Tenant’s business unless such persons are engaged in illegal activities. Tenant, and its employees and invitees shall not go upon the roof or mechanical floors of the Building. Tenant shall place no objects outside its Premises.

6. The bathroom fixtures shall not be used for purposes other than those for which they were constructed. The cost of repairing any damage caused by Tenant resulting from misuse of such fixtures shall be borne by Tenant.

7. Tenant shall not permit littering of the common areas of the Building.

8. Tenant shall not make noises, cause disturbances or vibrations or use any electric or electronic devices or other devices that emit sound or other waves or disturbances or create odors, any of which may be offensive to other tenants of the Building or which would interfere with the operation of any device or equipment or radio or television broadcasting or reception from or within the Building or elsewhere, and shall not place or install any musical instrument or equipment or any similar device inside or outside the Premises without the prior approval of the Landlord.

top

9. Tenant shall not waste utility services and shall cooperate fully with Landlord to assure the most effective operation of the Buildings HVAC system and shall not adjust any controls other than thermostats installed for Tenant’s use. Tenant shall keep corridor door(s) closed. The Tenant shall cooperate fully with the Landlord to assure the effective operation of the Building’s air-conditioning system, including the closing of venetian blinds and drapes, and if windows are operable to keep them closed when the air-conditioning system is in use.

10. Tenant shall see that the doors, and windows, if operable, of the Premises are closed and securely locked before leaving the Building and must observe strict care and caution that all water faucets and water apparatus are entirely shut off before Tenant or Tenant’s employees leave the Building, and that all electricity shall likewise be carefully shut off so as to prevent waste or damage, and for any default or carelessness Tenant shall make good all injuries or losses sustained by other tenants or occupants of the Building or Landlord. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage, and agrees to keep doors and other means of entry to the Premises closed, locked and secured.

11. No animals, birds, bicycles or other vehicles shall be allowed in any part of the Building without the prior written consent of Landlord.

12. The Tenant shall not contract for any work or service which might involve the employment of labor incompatible with the Building employees or employees of contractors doing work or performing services by or on behalf of the Landlord. Any person or persons (other than the janitor or janitress of Landlord) who shall be employed for the purpose of cleaning or maintaining the Premises shall be employed at Tenant’s cost, subject to the terms of the Lease, and Landlord shall in no way be responsible for any loss of property on or from the Premises, however occurring, or any damage done to the furniture or effects of any tenant by the janitor or janitress employed by Tenant or anyone on its behalf. Tenant shall report any deficiency in the services provided by Landlord or its agent.

13. Tenant shall not accumulate or store on the Premises any waste paper, discarded records, books, paper files, sweepings, rags, rubbish or other combustible matter. Tenant shall not place in any trash receptacle any material which cannot be disposed of in the ordinary course and Tenant shall store all trash within its Premises. All garbage and refuse disposal shall be made in accordance with Landlord’s instructions from time to time. Nothing shall be thrown by Tenant, its employees or guests, out of the windows or doors or down the passages or skylights or over balcony rails of the Building. Tenant shall not place any waste materials in the hallways or other Building public areas at any time.

14. Tenant shall not make any room to room canvass to solicit business from other tenants in the Building and shall not exhibit, sell or offer to sell, use, rent or exchange any item or service in or from the Premises unless within the Permitted Use. Further, the Tenant shall not exhibit, sell or offer for sale on the Premises or in the Building any article or thing except those articles and things essentially connected with the stated use of the Premises by the Tenant without the advance written consent of the Landlord.

15. Landlord reserves the right to exclude from the Building all disorderly persons, persons under the influence of alcohol or a controlled substance, idlers and peddlers, solicitors, and persons entering in crowds or in such unusual numbers as to cause inconvenience to the tenants of the Building.

16. Any parking spaces included in the Lease shall be used only for the personal automobiles of Tenant and its employees and guests (no trucks, motor homes and the like). Landlord reserves the right to designate locations for one or more of such parking spaces. Landlord may provide means to identify (tags, stickers or other items) vehicles authorized to use parking spaces and may require the use of such identification on Tenant’s and its employees and guests vehicles to use Building parking. Upon Landlord’s request, Tenant promptly shall furnish Landlord the names, vehicle descriptions and vehicle license numbers of each authorized user of Tenant’s parking spaces. Tenant shall not permit any overnight parking without Landlord’s express consent. No parking will be permitted on publicly dedicated streets or Building driveways and areas directly adjacent to Building entrances. Tenant shall be liable for all costs and expenses suffered or incurred by Landlord in the towing of illegally parked vehicles of Tenant, its employees or guests.

top

17. All deliveries to the Premises shall be subject to the reasonable control of Landlord as to place and time of deliveries.

18. Tenant shall not conduct any auction at the Premises without Landlord’s prior written consent.

19. The Tenant shall not make or permit to be made any use of the Premises or any part thereof which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or which directly or indirectly is forbidden by public law, ordinance, governmental regulation or recorded restrictions or which may be dangerous to life, limb or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the Building or covering its operation or which will suffer or permit the Premises or any part thereof to be used in any manner or anything to be brought into or kept therein which, in the judgment of Landlord, shall in any way impair or tend to impair the character, reputation or appearance of the Building as a high quality office building, or which will impair or interfere with or tend to impair or interfere with any of the services performed by Landlord for the Building.

20. The Tenant shall not advertise the business, profession or activities of the Tenant conducted in the Building in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining to such business, profession or activities, and shall not use the name of the Building for any purpose other than that of the business address of the Tenant, and shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without the Landlord’s prior written consent.

21. The Landlord retains the power to prescribe the weight and proper position of safes, mechanical equipment and other heavy objects and no movement of any of such objects shall occur without the prior written consent of the Landlord in each instance. All safes, mechanical equipment, heavy objects, furniture, boxes and bulky articles and packages shall be moved into or out of the Building or from one part of the Building to another under supervision of Landlord and at such times and according to such regulations as may be designated from time to time by Landlord and at the entrance designated by the Landlord and each tenant shall be responsible for all damage to walls, floors, or other parts of the Building caused by or connected with Tenant’s or its agents’ movement or delivery into or removal from the Building of such objects.

22. Landlord may lock the Building at 6:00 p.m. to 7:00 a.m. Monday through Friday, and all day Saturday, Sunday and holidays, or at such other hours as Landlord may from time to time reasonably determine, after which time admittance may be gained to the Premises, but only under such regulations as may from time to time be prescribed by Landlord. The Landlord may exclude or expel any peddler.

23. Landlord reserves the right to change these rules and to make such other and further reasonable rules and regulations either as it affects one or all tenants as in its judgment may from time to time be needed for the safety, care, and cleanliness of the Premises, for the preservation of good order therein or for any other cause and when such changes are made such modified or new rules shall be deemed a part hereof, with the same effect as if written herein, when a copy shall have been delivered to the Tenant or left with some person in charge of the Premises.

24. The Tenant covenants and warrants to the Landlord that the Tenant will furnish and utilize either masonite or plastic chair pads under desk chairs.

EXHIBIT D

top

THIS EXHIBIT D is attached to and forms a part of a certain Lease dated _________________, 2006 between ________________________ as Tenant, AMSI PROPERTIES, LLC, as Landlord.

Tenant Improvements and Allowance

1. Acceptance of Premises. Except as set forth on this Exhibit, Tenant accepts the Premises “AS-IS” and acknowledges that the Premises are suitable for the purposes for which they are leased.

2. Definitions. As used herein, a “Tenant Delay Day” means each day of delay in the performance of the Work that occurs because of any of the following reasons (with each reason being referred to as a “Tenant Delay”): (a) Tenant fails to timely furnish any information or deliver or approve any required documents, (b) any change by Tenant to the Approved Plans, (c) Tenant fails to attend any meeting with Landlord, the architect, any design professional, or any contractor, or their respective employees or representatives, as may be required or scheduled hereunder or otherwise necessary in connection with the preparation or completion of any construction documents, or in connection with the performance of the Work, (d) any specification by Tenant of materials or installations in addition to or other than Landlord’s standard finish-out materials, (e) a Tenant or any of its agents, contractors or representatives otherwise delays completion of the Work or (f) any failure or delay by Tenant in installing Tenant’s furniture, fixtures or equipment. As used herein, “Substantial Completion,” “Substantially Completed” and any derivations thereof mean that the Work in the Premises is completed (as determined by Landlord) in substantial accordance with the Approved Plans to a level that will permit Tenant to occupy the Premises and to conduct business therein. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord.

3. Approved Plans.

(a) Approval Process. Attached as Exhibit E is a Preliminary Layout of the Premises (the “Preliminary Layout”) which has been approved by Landlord and Tenant. Landlord will cause to be prepared for Tenant’s approval Architectural Permit Documents (the “Plans”) based upon the Preliminary Layout. Tenant’s approval of such Plans shall not be unreasonably withheld. Tenant will review and approve or disapprove the Plans within ten (10) working days following receipt thereof. If the Plans are not fully approved by both Landlord and Tenant within ten (10) working days after receipt thereof by Tenant, then each day after such time period that such Plans have not been fully approved by both Landlord and Tenant shall constitute a Tenant Delay Day. As used herein, “Approved Plans” shall mean the final approved Plans, 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 Approved Plans. Tenant shall, at Landlord’s request, sign the Approved Plans to evidence its review and approval thereof.

(b) Pricing of Work. Within ten (10) business days after the final approval of the Approved Plans by Landlord and Tenant, Landlord will cause the Work to be priced by Landlord’s contractor who will bid the major components thereof to not less than three (3) subcontractors to be selected by Landlord. In the event that the “Total Construction Costs” (as defined below) is less than or equal _______________ and __/100 Dollars ($__________) (the “Stipulated Cost”), then Landlord shall proceed with the construction of the Work. However, in the event that the Total Construction Cost exceeds the Stipulated Cost, then Tenant shall within ten (10) days after receiving the Total Construction Cost from Landlord (the “Consideration Period”) consult in good faith with Landlord to explore feasible cost or construction options. Tenant may, at its option, terminate the Lease by serving written notice of termination (a “Termination Notice” on Landlord prior to the expiration of the Consideration Period if Tenant is not satisfied with the Total Construction Cost and has been unable to reach a mutually acceptable resolution of the situation with Landlord prior to the expiration of the Consideration Period. If Tenant does not serve a Termination Notice on Landlord prior to the expiration of the Consideration Period, Tenant’s termination right shall automatically lapse. In the event of said lapse, Tenant shall be deemed to have authorized Landlord to proceed with the construction of the Work in accordance with the provisions of this Exhibit D, subject to any supplemental agreement that may have been executed by Landlord and Tenant during the Consideration Period. If Tenant does serve a Termination Notice on Landlord prior to the expiration of the Consideration Period, Landlord shall have the right to negate such termination by delivering written notice to Tenant within ten (10) days after receipt of the Termination Notice agreeing to pay the amount by which the Total Construction Cost exceeds the Stipulated Cost.

top

(c) 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, conditioned or delayed; however, if such requested change would adversely affect (in the judgment of Landlord) (i) the Building’s structure or the Building’s mechanical or electrical systems, the Building’s restrooms or mechanical rooms, (ii) the exterior appearance of the Building, or (iii) the appearance of the Building’s common areas or elevator lobby areas, Landlord may withhold its consent in its sole and absolute discretion. In the event any such change increases the Total Construction Costs to an amount in excess of the Stipulated Costs, Tenant shall pay the amount of any excess costs. No change initiated by Tenant shall be a basis for Tenant terminating the Lease pursuant to paragraph 3(b) above.

4. Excess Costs. All costs of performing the Work (including design of the Work and preparation of the Approved Plans, costs of construction labor and materials, are herein collectively called the “Total Construction Costs”. In the event that the Total Construction Costs exceed the “Tenant Improvement Allowance” (hereinafter defined), unless and to the extent Landlord has agreed to pay such excess pursuant to Section 3(b) above, such excess shall be paid by Tenant. Upon approval of the Approved Plans and the pricing of the Work, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs, and (b) pay to Landlord 50% of the amount by which Total Construction Costs exceed the Tenant Improvement Allowance. Upon Completion of fifty percent (50%) of the Work and in all events 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 Tenant Improvement 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.

5. Construction Allowance. Landlord shall provide to Tenant a construction allowance not to exceed the lesser of (i) the Total Construction Costs and (ii) $[25.00 per useable square foot] (the “Tenant Improvement Allowance ”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. The Tenant Improvement 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.

6. Performance of Work. After the Approved Plans have been approved and the Total Construction Costs have been confirmed by Landlord and Tenant pursuant to paragraph 4 above, Landlord shall cause the Work to be performed in substantial accordance with the Approved Plans, using contractors and subcontractors selected by Landlord. Landlord hereby represents and agrees that upon its delivery of the Premises to Tenant, the Premises shall be completed in a good and workmanlike manner. top

7. Walk-Through, Punchlist. When Landlord determines that the Work in the Premises is 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 the 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. 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:	Cozad Commercial Real Estate, LTD & Cozad Property Management 16 Sunnen Drive, Suite 164 St. Louis, MO 63143 Telephone: 314.781.3000
Tenant’s Representative:	Telephone:

top

EXHIBIT E

(Preliminary Layout)