{"id":41831,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/7050-south-2000-east-salt-lake-city-ut-lease-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"7050-south-2000-east-salt-lake-city-ut-lease-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/7050-south-2000-east-salt-lake-city-ut-lease-agreement.html","title":{"rendered":"7050 South 2000 East (Salt Lake City, UT) Lease Agreement &#8211; Robert D. Kaufman, Dale E. Kaufman and Network Computer Inc."},"content":{"rendered":"<pre>\n-------------------------------------------------------------------------------\n\n                          WILLOWCREEK MEDICAL BUILDING\n                                 LEASE AGREEMENT\n\n                                    Suite 300\n\n-------------------------------------------------------------------------------\n\n                       Tenant Name: NETWORK COMPUTER INC.\n\n                                Date: APRIL 1, 1999\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n     \nI.      PREMISES\n\nII.     TERM COMMENCEMENT\n        2.1    Term of Lease\n        2.2    Commencement of Term\n\nIII.    MONTHLY RENT\n        3.1    Base Monthly Rent\n\nIV.     SECURITY DEPOSIT\n\nV.      LATE CHARGES\n\nVI.     INSURANCE\n        6.1    Tenant's Insurance Coverage\n        6.2    Insurance Policies\n        6.3    Payment of Increased Premiums\n\nVII.    UTILITIES AND JANITORIAL SERVICE \n        7.1    Utilities and Services \n        7.2    Electricity and Natural Gas Use \n        7.3    Meters \n        7.4    Interruption of Service\n        7.5    Additional Power\n\nVIII.   USE OF PREMISES\n        8.1    Use\n        8.2    Suitability\n        8.3    Prohibited Use\n\nIX.     FIXTURES AND ALTERATIONS\n        9.1    Alterations\n        9.2    Signs, Posters, Window Coverings on Premises\n        9.3    Conditions and Limitations\n        9.4    Contractors and Materialmen\n        9.5    Additional HVAC\n\nX.      MAINTENANCE AND REPAIRS\n        10.1   Landlord's Obligations\n        10.2   Tenant's Obligations\n\nXI.     DAMAGE OR DESTRUCTION \n        11.1   Partial Damage - Insured\n        11.2   Partial Damage - Uninsured\n\n\n\n        11.3   Total Destruction\n        11.4   Landlord's Obligations\n        11.5   Tenant's Claims Against Landlord\n\nXIII.   CONDEMNATION\n\nXIII.   ASSIGNMENT AND SUBLETTING\n        13.1   Landlord's Consent Required\n        13.2   Reasonable Consent\n        13.3   No Release of Tenant\n        13.4   Increased Expenses\n        13.5   Assignment and Subletting\n\nXIV.    SUBORDINATION, QUIET ENJOYMENT AND ATTORNMENT\n        14.1   Subordination\n        14.2   Subordination Agreement\n        14.3   Quiet Enjoyment\n        14.4   Attornment\n\nXV.     DEFAULT AND REMEDIES\n        15.1   Default\n        15.2   Nonexclusive Remedies\n        15.3   Additional Remedies, Costs and Expenses\n        15.4   Default by Landlord\n\nXVI.    ENTRY BY LANDLORD\n\nXVII.   INDEMNITY\n        17.1   Indemnity\n        17.2   Attorney's Fees and Costs\n\nXVIII.  ESTOPPEL CERTIFICATES\n        18.1   Requirements\n        18.2   Failure to Deliver\n\nXIX.    PARKING\n\nXX.     MISCELLANEOUS\n        20.1   Transfer of Landlord's Interest\n        20.2   Captions\n        20.3   Entire Agreement\n        20.4   Severability\n        20.5   Cost of Suit\n        20.6   Times and Remedies\n        20.7   Binding Effect, Successors and Choice of Law\n        20.8   Waiver\n\n\n\n        20.9   Surrender of Premises\n        20.10  Holding Over\n        20.11  Signs\n        20.12  Rules and Regulations\n        20.13  Notice\n        20.14  No Partnership\n        20.15  Force Majeure\n        20.16  Tenant Authorization\n        20.17  Special Provisions\n\n        EXHIBIT A: DESCRIPTION OF PREMISES \n\n        EXHIBIT B: DESCRIPTION OF BUILDING \n\n        RULES AND REGULATIONS\n\n\n\n\n                                 LEASE AGREEMENT\n\n       THIS LEASE (the 'Lease') is made and entered into this ____day of \n_________ 1999, by and between ROBERT D. KAUFMAN &amp; DALE E. KAUFMAN, as \nindividuals, (hereinafter referred to as 'Landlord') and NETWORK COMPUTER \nINC. (hereinafter referred to as 'Tenant').\n\n                              W I T N E S S E T H:\n\n       In consideration of the rents, covenants and agreements hereinafter \nset forth, Landlord and Tenant mutually agree as follows:\n\n                              ARTICLE I: PREMISES:\n\n       Landlord hereby leases and demises to Tenant and Tenant hereby leases \nfrom Landlord those certain premises described on Exhibit 'A', attached \nhereto and incorporated herein by reference (hereinafter referred to as the \n'Premises') and located in that certain office building complex (hereinafter \nreferred to as the 'Building') situated in Salt Lake City, Salt Lake County, \nUtah, commonly known as Willowcreek Medical Building on the property more \nparticularly described on Exhibit 'B,' attached hereto and incorporated \nherein by reference (hereinafter referred to as the 'Land').\n\n                          ARTICLE II: TERM COMMENCEMENT\n\n       2.1 TERM OF LEASE. The term of this Lease shall be for a period of \nTHREE (3) years commencing on the Commencement Date (as hereinafter defined \nin Section 2.2) and ending at midnight on the day THREE years following the \ncommencement date, unless otherwise earlier terminated pursuant to the terms, \ncovenants and conditions of this Lease or pursuant to law.\n\n       2.2 COMMENCEMENT OF TERM. The commencement date shall be the later of\n\n                  (a)    substantial completion of the improvements, or\n\n                  (b)    APRIL 1, 1999\n\n                            ARTICLE III: MONTHLY RENT\n\n       3.1 BASE MONTHLY RENT. Tenant shall pay Landlord as rent for the \nPremises in advance on the first day of each calendar month for the TERM of \nthe lease term without deduction, offset, prior notice or demand, the sum of \nFIVE THOUSAND FOUR HUNDRED SIXTY-\n\n                                                                              1\n\n\n\nEIGHT AND 69\/100 DOLLARS ($5,468.69) per month. If the Commencement Date is \nnot on the first day of the month, or if this Lease terminates on a day other \nthan the last day of the month, then the Base Monthly Rent, shall be prorated \nat the then current rate for the fractional month or months, if any, during \nwhich this Lease commences or terminates (hereinafter referred to as the \n'Base Monthly Rent.')\n\n                          ARTICLE IV: SECURITY DEPOSIT\n\n       Concurrently with Tenant's execution of this Lease, Tenant shall \ndeposit with Landlord the sum of ______________ ($5,468.69) (hereinafter \nreferred to as the 'Security Deposit.') The Security Deposit shall be held by \nLandlord for the faithful performance by Tenant of the terms, covenants, and \nconditions of this Lease. If Tenant defaults with respect to any provision of \nthis Lease, including but not limited to the provisions relating to the \npayment of Base Monthly Rent, expenses and charges payable under the \nprovisions of this Lease, Landlord may, but shall not be obligated to use, \napply or retain all or a part of the Security Deposit for the payment of any \namount which Landlord may spend reasonably by reason of Tenant's default or \nto compensate Landlord for any other loss or damage which Landlord may suffer \nby reason of Tenant's default. If any portion of the Security Deposit is so \nused or applied, Tenant shall, within ten (10) days after written demand, \ndeposit with Landlord an amount sufficient to restore the Security Deposit to \nits original amount; and Tenant's failure to do so shall constitute a \nmaterial breach of this Lease. Landlord shall not be required to keep the \nSecurity Deposit separate from Landlord's general funds, and Tenant shall not \nbe entitled to interest on the Security Deposit. If Tenant shall fully and \nfaithfully perform every provision of this Lease to be performed by Tenant, \nthe Security Deposit or any balance thereof shall be returned to Tenant or, \nat Landlord's option, to the last permitted assignee of Tenant's interest \nunder this Lease at the expiration of the term of this Lease and after Tenant \nor Tenant's permitted assignee has vacated the Premises. In the event of \ntermination of Landlord's interest in this Lease, Landlord shall transfer the \nSecurity Deposit to Landlord's successor in interest, whereupon Tenant shall \nrelease Landlord from liability for the return of the Security Deposit or any \naccounting therefor.\n\n                             ARTICLE V: LATE CHARGES\n\n       If Tenant fails to pay any Base Monthly Rent (as may be adjusted in \naccordance with Article III of this Lease or if Tenant fails to pay any \nadditional amounts or charges of any character which are payable under this \nLease, such unpaid amounts shall bear interest from the date such payment is \ndue to the date of payment at the rate of eighteen percent (18%) per annum. \nIn addition, Landlord, at Landlord's election, may assess and collect a late \nfee charge equal to five percent (5%) of each payment of Base Monthly Rent \n(as may be adjusted in accordance with Section 3.2) not received within ten \n(10) days from the date such payment is due.\n\n                              ARTICLE VI: INSURANCE\n\n                                                                              2\n\n\n\n       6.1 TENANT'S INSURANCE COVERAGE. Tenant shall, at all times during the \nterm of this lease, and at Tenant's own cost and expense, procure and \ncontinue in force bodily injury and property damage liability insurance with \na single limit of not less than One Million Dollars ($1,000,000.00) per \noccurrence insuring against any and all liability of the insured with respect \nto the Premises or arising out of the maintenance, use or occupancy thereof, \nand for the protection of the Tenant to maintain in force Fire Legal \nLiability insurance in the amount of no less than Three Hundred Thousand \nDollars ($300,000.00) All such bodily injury liability insurance and property \ndamage liability insurance shall specifically insure the performance by \nTenant of the indemnity provision contained in Article XVII of this Lease as \nto liability for injury to or death of persons, and injury or damage to \nproperty. Tenant shall also maintain glass insurance to provide replacement \nfor any glass broken within the Premises.\n\n       6.2 INSURANCE POLICIES. The insurance policies shall name Landlord as \nan additional insured and shall be with companies having a rate of not less \nthan 'A' company rating and a Financial Rating of Class VI in 'Best's \nInsurance Reports.' Tenant shall furnish from the insurance companies or \ncause the insurance companies to furnish to Landlord certificates of \ncoverage. No such policy shall be cancelable or subject to reduction of \ncoverage or other modification or cancellation except after thirty (30) days \nprior to written notice to Landlord by the insurer. All such policies shall \nbe written as primary policies, not contributing with and not in excess of \nany coverage which Landlord may carry. Tenant shall at least twenty (20) days \nprior to the expiration of such policies furnish Landlord with renewals or \nbinders. If Tenant does not procure and maintain such insurance, Landlord \nmay, but is not obligated to, procure such insurance on Tenant's behalf and \nall sums paid by Landlord shall bear interest at the annual rate of eighteen \npercent (18%) until paid and shall be immediately due and payable.\n\n       6.3 PAYMENT OF INCREASED PREMIUMS. Tenant shall pay to Landlord upon \ndemand the amount of any increase in premiums for insurance against loss by \nfire or other casualty that may be charged during the term of this Lease on \nthe amount of the insurance to be carried by Landlord on the Premises or the \nBuilding resulting from Tenant doing any act in or about the Premises which \nincreases the insurance rates, whether or not Landlord shall have consented \nto such act on the part of Tenant.\n\n                  ARTICLE VII: UTILITIES AND JANITORIAL SERVICE\n\n       7.1 UTILITIES AND SERVICES.\n\n              (a) Landlord shall furnish to the Premises during reasonable \nhours of generally recognized business days, as determined in Landlord's \nreasonable discretion, from 7:00 a.m. until 6:00 p.m., Mondays through \nFridays and from 8:00 a.m. until 12:00 noon on Saturdays, water, electricity \nand natural gas suitable for the intended use of the Premises; heat and air \nconditioning; window washing services and elevator services to the extent \nrequired, in Landlord's reasonable discretion for the comfortable use and \noccupancy of the Premises.\n\n                                                                              3\n\n\n\nLandlord shall maintain, repair, clean, and keep lighted the common stairs, \nentries, restrooms and other areas used in common by the tenants of the \nBuilding. At the request of Tenant, Landlord shall provide the Premises with \nafter hours HVAC and utilities. Tenant shall be liable to Landlord for \nLandlord's actual costs of supplying such services.\n\n              (b) Tenant shall be responsible for janitorial services within \nthe confines of the demised Premises.\n\n       7.2 ELECTRICITY AND NATURAL GAS USE. Tenant shall reimburse Landlord \nits proportionate share of all electricity and natural gas used on the \npremises. The percentage of participation is determined by the square footage \nof the premises as compared to the total area of the Building. Tenant will \nnot, without the written consent of Landlord, use any apparatus or device in \nthe Premises, including without limitation electronic data processing \nmachines, punch card machines, vending, printing, and other types of machines \nusing current in excess of 110 volts, which will in any way increase the \namount of electricity usually furnished or supplied for use of the Premises \nas a general business office space; nor connect any apparatus or device with \nelectrical current except through existing electrical outlets in the Premises.\n\n       7.3 METERS. If Tenant shall require water or electrical current in \nexcess of that usually furnished or supplied for use of the Premises as \nGENERAL OFFICE, SOFTWARE DEVELOPMENT AND OTHER LEGAL RELATED USES space, \nTenant shall first procure the consent of Landlord for the use thereof, which \nconsent Landlord shall not unreasonably delay or withhold. If Landlord \nconsents, Landlord may calculate the cost of such service or may cause a \nwater meter or electric current meter to be installed in the Premises, so as \nto measure the amount of water and electrical current consumed for any such \nother use. The cost of such meters and of installation, maintenance, and \nrepair thereof shall be paid by Tenant, and Tenant shall pay Landlord \npromptly upon demand by Landlord for all such water and electrical current \nconsumed as calculated by Landlord or as shown by the meters, at the rates \ncharged for such services by the local public utility furnishing the same, \nplus any additional expense incurred in keeping account of the water and \nelectric current so consumed.\n\n       7.4 INTERRUPTION OF SERVICE. Landlord, except for acts of gross \nnegligence or willful negligence, shall not be liable in the event of any \ninterruption in the supply of utilities or services to Tenant, to the \nPremises, or to the Building.\n\n       7.5 ADDITIONAL POWER. Notwithstanding anything to the contrary \ncontained in this Lease, Tenant shall have the option and Landlord hereby \nconsents to Tenant's installation of additional electrical capacity to and \nwithin the Premises at Tenant's sole cost and expense. If Tenant so improves \nthe current electrical systems, Tenant shall also cause to be installed at \nits sole cost and expense an electrical submeter or other device in order to \naccurately have measured Tenant's electricity consumption. If Tenant does not \ncontract directly with the appropriate utility, which Tenant may do at its \nsole option, then Landlord shall bill Tenant\n\n                                                                              4\n\n\n\nfor the actual electricity used, at the rates charged by the local utility, \nplus any reasonable additional expense incurred in keeping account of the \nelectricity so used by Tenant.\n\n                          ARTICLE VIII: USE OF PREMISES\n\n       8.1 USE. The Premises shall be used and occupied by Tenant as a \nGENERAL OFFICE, SOFTWARE DEVELOPMENT AND OTHER LEGAL RELATED USES and for no \nother purpose without the prior written consent of Landlord. Tenant shall \nhave access to the Building and the Premises 24 hours per day, 7 days per \nweek.\n\n       8.2 SUITABILITY. Tenant acknowledges that neither Landlord nor any \nagent of Landlord has made any representation or warranty with respect to the \nPremises or the Building or with respect to the suitability of either for the \nconduct of Tenant's business, nor has Landlord agreed to undertake any \nmodification, alteration or improvement to the Premises except as provided in \nthis Lease. The taking of possession of the Premises by Tenant shall \nconclusively establish that the Premises and the Building are at the date of \npossession in satisfactory condition. Landlord shall not be responsible for \nany latent defects or deficiencies in the construction of the Premises or the \nBuilding or any improvements or fixtures therein, unless Tenant shall, within \none (1) year from the Commencement Date, provide Landlord with written notice \nwhich specifies in reasonable detail the nature and character of the defect \nor deficiency. Landlord shall, within ninety (90) days from the date of \nnotice from Tenant, compete reasonable repairs and changes to eliminate such \ndefects and deficiencies; provided, however, that if such repairs cannot be \ncompleted within ninety (90) days in the opinion of a registered architect or \nengineer appointed by Landlord, Landlord, at Landlord's election, may give \nnotice to Tenant terminating this Lease as of the date specified in the \nnotice, which date shall not be less than thirty (30) days after giving \nnotice. This Lease shall continue in full force and effect during any period \nof repair; provided, however, that the rent shall be reduced by a \nproportionate reduction based upon the extent, if any, to which the defects \nor deficiencies interfere with the use and occupancy of Tenant. \nNotwithstanding anything to the contrary in this Lease: \n              (a) Landlord at its sole cost and expense shall recarpet and \nrepaint the Premises to landlord's building standard quality and design. \nLandlord shall also replace damaged ceiling tiles, replace lights as needed \nand clean light lens covers and replace damaged lens. \n              (b) To the best of Landlord's knowledge at the commencement of \nthe Lease term the Premises comply with all regulations, local, state and \nfederal laws, ordinances and codes, and the electrical, plumbing, HVAC, and \nroof system are in good working condition.\n\nIn the event of any breach of any of the foregoing warranties, Landlord shall \npromptly rectify the same at its sole cost and expense and shall indemnify, \ndefend, and hold Tenant harmless from and against any damages, liability, \nsuits, losses, claims, actions, costs or expense (including attorneys' and \nconsultants' fees and costs) suffered by Tenant in connection with any such \nbreach.\n\n                                                                              5\n\n\n\n       8.3 PROHIBITED USES.\n\n              (a) Tenant shall not do or permit anything to be done in or \nabout the Premises, nor bring or keep anything therein which will in any way \nincrease the existing premium rate or affect any fire or other insurance upon \nthe Building or any of the Building's contents, unless Tenant shall pay any \nincreased premium as a result of such use or acts, or cause a cancellation of \nany insurance policy covering the Building or any part of the Building or any \nof the Building's contents, nor shall Tenant sell or permit to be kept, used \nor sold in or about the Premises any articles which may be prohibited by a \nstandard form policy of fire insurance.\n\n              (b) Tenant shall not do or permit anything to be done in or \nabout the Premises which will in any way unreasonably obstruct or interfere \nwith the rights of other tenants or occupants of the Building or injure or \nannoy them, or use or allow the Premises to be used for any unlawful or \nobjectionable purpose, nor shall tenant cause, maintain or permit any \nnuisance in or about the Premises. Tenant shall not commit or suffer to be \ncommitted any waste in or upon the Premises.\n\n              (c) Tenant shall not use the Premises or permit anything to be \ndone in or about the Premises which will in any way conflict with any law, \nstatute, ordinance or governmental rule or regulation or requirement of duly \nconstituted public authorities now in force or which may hereafter be \nenacted, promulgated or created. Tenant shall, at Tenant's sole cost and \nexpense, promptly comply with all laws, statutes, ordinances and governmental \nrules, regulations or requirements now in force or which may hereafter be in \nforce and with the requirements of force or which may hereafter be in force \nand with the requirements of any board of fire underwriters or other similar \nbody now or hereafter constituted relating to or affecting the use or \noccupancy of the Premises, excluding structural changes not relating to or \naffecting the use or occupancy of the Premises, or not related or afforded by \nTenant's improvements or acts. Notwithstanding the foregoing or anything to \nthe contrary contained in this Lease, Tenant shall not be responsible for \ncompliance with any laws, codes, ordinances or other governmental directives \nwhere such compliance is not related specifically to Tenant's use and \noccupancy of the Premises. For example, if any governmental authority should \nrequire the Building or the Premises to be structurally strengthened against \nearthquake, or should require the removal of asbestos from the Premises and \nsuch measures are imposed as a general requirement applicable to all tenants \nrather than as a condition to Tenant's specific use or occupancy of the \nPremises, such work shall be performed by and at the sole cost of Landlord. \n\n                    ARTICLE IX: FIXTURES AND ALTERATIONS\n\n       9.1 ALTERATIONS. Tenant shall not make any physical alterations in the \nPremises or any of the fixtures located therein or install or cause to be \ninstalled any trade fixtures, exterior signs, floor coverings, interior or \nexterior lighting, plumbing fixtures, shades or awnings or make any changes \nto the Premises or Building without first obtaining the written consent of\n\n                                                                              6\n\n\n\nLandlord, which consent shall not be unreasonably withheld. Tenant shall present\nto Landlord plans and specifications for the installation of any improvements or\nfixtures at the time approval is sought from Landlord. Any physical change and\nall rearrangements which are made by Tenant with the approval of Landlord shall\nbe made at Tenant's expense. Such alternations, decorations, additions and\nimprovements shall not be removed from the Premises during the term of this\nLease without the prior written consent of Landlord. Upon expiration of this\nLease all such alterations, decorations, additions and improvements shall at\nonce become the Property of landlord, without payment to Tenant. Notwithstanding\nthe provisions of Paragraph 9.1:\n       (a) Tenant shall be entitled to make alterations, additions, improvements\nand utility installations in or to the Premises, without the prior consent of\nLandlord, so long as each of the same (i) that the total cost of any single\nalterations, additions, improvements and utility installations do not exceed the\nsum of $2,500 in cost, (ii) do not affect any structural or exterior portions of\nthe Building or adversely affect the Building electrical, plumbing or HVAC\nsystems, and (iii) Tenant will not permit mechanics' liens to be filed against\nthe Building or Premises, and if a lien is filed then the Tenant will remove\nlien or post a bond for at lease 2-times the amount of the lien within ten (10)\ndays from written notice of Landlord.\n       (b) Tenant shall not be required to remove any alterations, additions,\nimprovements or Utility Installations for which Tenant has obtained Landlord's\nconsent, unless Landlord has indicated at the time of granting such consent,\nthat such removal will be required at the end of the Lease term.\n       (C) At the expiration, or at any time during the term of this Lease,\nTenant shall be entitled to remove, in addition to its furniture, trade\nfixtures, and other personal property, any fixtures, alterations additions and\nimprovements including but not limited to any Tenant installed HVAC systems,\nprovided that Tenant repairs any damage caused by such removal.\n\n       9.2 SIGNS, POSTERS, WINDOW COVERINGS ON PREMISES. Tenant shall not \naffix any signs, posters, window coverings, or other materials to the inside \nsurface of the exterior windows of the premises, or to any glass partitions, \nif any, separating the Premises from the Common Areas of the building without \nfirst obtaining the written consent of Landlord.\n\n       9.3 CONDITIONS AND LIMITATIONS. Landlord may impose as a condition to\ngranting any consent required by Section 9.1, such reasonable requirements,\nrestrictions and limitations as Landlord may deem necessary in Landlord's\nreasonable discretion, and as agreed upon in Section 9.1, including without\nlimitation, the manner in which the work is done, the contractors by whom it is\nperformed, and the time during which the work is accomplished.\n\n       9.4 CONTRACTORS AND MATERIALMEN. If any fixtures, alterations or\nimprovements are allowed by Landlord, Tenant shall promptly pay all contracts\nand materialmen, so as to eliminate the possibility of a lien attaching to the\nBuilding or the Land, and should any such lien be made or filed, for any reason,\nTenant shall discharge the same within ten (10) days after written request by\nLandlord or, with the written consent of the Landlord, Tenant may obtain a bond,\nin an amount satisfactory to Landlord, insuring the discharge of any mechanic's\nlien or liens for labor or materials arising out of work by Tenant upon the\nPremises, and further indemnifying and holding Landlord harmless from any\nactions, proceedings, claims, demands, losses, outlays, damage or expenses,\nincluding legal fees, which may in any way arise out of or be caused by the lien\nor liens. Landlord shall have the right, but not the obligation, to pay\n\n\n                                                                              7\n\n\n\nand discharge any such lien that attaches to the Premises or the Land, and \nTenant shall reimburse Landlord for any such sums paid, together with \ninterest at the rate of eighteen percent (18%) [per annum] within ten (10) \ndays after written demand by Landlord.\n\n        9.5 ADDITIONAL HVAC.  Subject to Sections 9.3 and 9.4, Landlord \nhereby consents to Tenant's installation at Tenant's sole cost and expense of \nadditional HVAC systems to service the Premises.\n\n                 ARTICLE X: MAINTENANCE AND REPAIRS\n\n        10.1 LANDLORD'S OBLIGATIONS. Landlord shall maintain in good order, \ncondition and repair the Building, the Common Areas, the Land and all \nportions of the Premises which are not the obligation of Tenant or any other \ntenant in the Building, including, but not limited to, the roof, bearing \nwalls or supports, exterior surfaces and foundation of the Building, window \nframes, gutters and downspouts, heating, refrigeration, air \nconditioning, central electrical, plumbing and sewage systems, elevators, \nlandscaping, real estate taxes, fire and liability insurance and common area \njanitorial services.\n\n        10.2 TENANT'S OBLIGATIONS. Tenant's obligations shall include, \nbut are not limited to, the following:\n\n              (a) In addition to all other payments by Tenant to Landlord \nrequired by this Lease, Tenant shall pay to Landlord, for each year or \nportion thereof after the 'Base Year' during the term of this Lease, Tenant's \nProportionate Share of annual Common Area, Building and Land Expenses, \ndescribed in item 10.1, over the amount incurred in the 'Base Year.' As used \nherein, the 'Base Year' shall mean the calendar commencing January 1 and \nending December 31 of the year in which the Commencement Date occurs and the \n'Base Year Expense' shall mean the total amount of Common Area, Building and \nLand Expenses incurred in such Base Year. Notwithstanding anything to the \ncontrary contained in this Lease, the following shall not be included within \nCommon Area, Building and Land Expenses:\n\n              Leasing commissions, attorneys' fees, costs, disbursements, and\nother expenses incurred in connection with negotiations or disputes with\ntenants, or in connection with leasing, renovating, or improving space for\ntenants or other occupants or prospective tenants or other occupants of the\nBuilding.\n\n              The cost of any service sold to any tenant (including Tenant) or\nother occupant for which Landlord is entitled to be reimbursed as an additional\ncharge or rental over and above the basic rent and escalations payable under the\nlease with that tenant.\n\n              Any depreciation on the Building or Property.\n\n              Costs of a capital nature, including but not limited to capital\nimprovements and alterations, capital repairs, capital equipment, and capital\ntools as determined in accordance with generally accepted accounting principles.\n\n\n                                                                              8\n\n\n\n             Expenses in connection with services or other benefits of a type \nthat are not provided to Tenant but which are provided another tenant or \noccupant of the Building or Property.\n\n              Costs incurred due to Landlord's violation of any terms or \nconditions of this Lease or any other lease relating to the Building or \nProperty.\n\n              Overhead profit increments paid to Landlord's subsidiaries or\naffiliates for management or other services on or to the building or for\nsupplies or other materials to the extent that the cost of the services,\nsupplies, or materials exceeds the cost that would have been paid had the\nservices, supplies, or materials exceeds been provided by unaffiliated parties\non a competitive basis.\n\n              All interest, loan fees, and other carrying costs related to any\nmortgage or deed of trust or related to any capital item, and all rental and\nother payable due under any ground or underlying lease, or any lease for any\nequipment ordinarily considered to be of a capital nature (except janitorial\nequipment which is not affixed to the Building.)\n\n              Any compensation paid to clerks, attendants, or other persons in\ncommercial concessions operated by Landlord.\n\n              Advertising and promotional expenditures.\n\n              Costs of repairs and other work occasioned by fire, windstorm, or\nother casualty of an insurable nature.\n\n              Any costs, fines, or penalties incurred due to violations by\nLandlord of any governmental rule or authority, this Lease or any other lease in\nthe Property, or due to Landlord's negligence or willful misconduct.\n\n              Management costs to the extent they exceed management costs\ncharged for similar facilities in the area and in any event, to the extent they\nexceed 5% of all other Common Area, Building and Land Expenses.\n\n              Costs for sculpture, paintings, or other objects of art (nor\ninsurance thereon or extraordinary security in connection therewith).\n\n              Wages, salaries, or other compensation paid to any executive\nemployees above the grade of building manager.\n\n              The cost of correcting any building code or other violations which\nwere violations prior to the Commencement Date.\n\n              The cost of containing, removing, or otherwise remediating any \ncontamination of the Property (including the underlying land and ground \nwater) by any toxic or hazardous materials (including, without limitations, \nasbestos and 'PCB's') where such contamination was not caused by Tenant.\n\n                                                                              9\n\n\n\n              Any other expense that under generally accepted accounting \nprinciples and practice consistently applied would not be considered a normal \nmaintenance or operating expense.\n\n              (b) Tenant, at Tenant's sole cost and expense, shall maintain \nthe Premises in good order, condition and repair including the interior \nsurfaces of the ceilings, walls and floors, along with all doors, windows, \nfixtures, furnishings and equipment including electrical and plumbing. Tenant \nshall also replace all light bulbs and florescent tubes as necessary and \nshall be responsible for janitorial service within the leased premises.\n\n              (c) The cost of any maintenance and repair, janitorial or other\nservices which become necessary as a result of any wrongful or negligent act or\nomission of Tenant or Tenant's employees, invitees or licensees shall be borne\nby Tenant.\n\n              (d) Upon the expiration or earlier termination of this Lease, \nTenant shall surrender the Premises in the same condition as received, \nordinary wear and tear and damage due to acts of God; strikes, lockouts, or \nother industrial disturbances; acts of public enemy, blockades, wars, \ninsurrections, or riots; epidemics; landslides, earthquakes, fires, storms, \nfloods, or washouts; arrests, title disputes, or other litigation; \ngovernmental restraints, either federal or state, civil or military; civil \ndisturbances; explosions; inability to obtain necessary materials, supplies, \nlabor, or permits due to existing or future rules, regulations, orders, laws, \nor proclamations, either federal or state, civil or military; and other \ncauses beyond the control of such party or condemnation excepted, and shall \npromptly remove or cause to be removed at Tenant's expense from the Premises \nand the Building any signs, notices and displays placed by Tenant.\n\n              (e) Tenant shall repair any damage to the Premises or the \nBuilding caused by or in connection with the removal of any articles of \npersonal property, machinery, equipment, or furniture, including, without \nlimitation thereto, repairing the floor and patching and painting the walls \nwhere required by Landlord to Landlord's reasonable satisfaction, all at \nTenant's cost and expense. Tenant shall indemnify Landlord against any loss \nor liability resulting from delay by Tenant in so surrendering the Premises, \nincluding without limitation any claims made by any succeeding tenant founded \non such delay.\n\n              (f) In the event Tenant fails to maintain the Premises in good \norder, condition and repair, Landlord shall give Tenant notice to do such \nacts as are reasonably required to so maintain the Premises. In the event \nTenant fails to promptly commence such work and diligently prosecute it to \ncompletion, then Landlord shall have the right to do such acts and expend \nsuch funds at the expense of Tenant as are reasonably required to perform \nsuch maintenance. Any amount so expended by Landlord shall be paid by Tenant \ntogether with interest thereon at the rate of eighteen percent (18%) per \nannum from the date of such repairs or maintenance upon written demand from \nLandlord. Landlord shall have no liability to Tenant for any damage, \ninconvenience or interference with the use of the Premises by Tenant as a \nresult of performing any such maintenance.\n\n                 ARTICLE XI: DAMAGE OR DESTRUCTION\n\n                                                                            10\n\n\n\n       11.1 PARTIAL DAMAGE - INSURED. In the event the Premises or the Building\nare damaged by any casualty which is covered under fire and extended coverage\ninsurance carried by Landlord, then Landlord shall restore the Building,\nprovided insurance proceeds are available to pay eighty percent (80%) or more\nof the cost of restoration and provided such restoration can be completed within\nninety (90) days after the commencement of the restoration in the opinion of a\nregistered architect or engineer appointed by Landlord. In such event, this\nLease shall continue in full force and effect, except that Tenant shall be\nentitled to a proportionate reduction of rent while such restoration takes\nplace. Such proportionate reduction of rent shall be based upon the extent to\nwhich the damaged portion of the Premises or the restoration efforts interfere\nwith Tenant's business in the Premises.\n\n       11.2 PARTIAL DAMAGE - UNINSURED. In the event the Premises or the \nBuilding are damaged by a risk not covered by the Landlord's fire and \nextended coverage insurance or if the proceeds of the available insurance are \nless than eighty percent (80%) of the cost of restoration, or if the \nrestoration cannot be completed within ninety (90) days after the \ncommencement of the restoration, in the opinion of the registered architect \nor engineer appointed by Landlord, then Landlord shall have the option either \nto (1) repair or restore such damage, and if Landlord so elects to repair, \nthis Lease shall continue in full force and effect, but the rent shall be \nproportionately abated as provided in Section 11.1 of this Lease, or (2) \nterminate this lease by giving written notice to Tenant, at any time within \nthirty (30) days after such damage. In the event Landlord give Tenant the \nnotice of termination required by this Section 11.2, this Lease shall expire \nand all interest of Tenant in the Premises shall terminate on the date \nspecified in the notice, and the rent, reduced by a proportionate reduction \nbased upon the extent, if any, to which such damage interfered with the use \nand occupancy of Tenant, shall be paid to the date of termination. Landlord \nshall refund to Tenant any rent paid in advance for any period of time \nsubsequent to the date of termination. Notwithstanding anything to the \ncontrary contained herein, if Tenant's use of the Premises is substantially \nimpaired for a period of more than 90 days after the date of casualty, Tenant \nshall have the right to terminate this Lease by written notice to Landlord at \nany time thereafter until Tenant's use of the Premises is substantially \nrestored.\n\n       11.3 TOTAL DESTRUCTION. In the event the Premises are totally destroyed\nor the Premises cannot be restored as required in this Lease, or as required\nunder applicable laws, notwithstanding the availability of insurance proceeds,\nthis Lease shall terminate as of the date of damage.\n\n       11.4 LANDLORD'S OBLIGATIONS. Landlord shall not be required to repair any\ninjury or damage by fire or other cause, or to make any restoration or\nreplacement of any panelings, decorations, partitions, railing, floor covering,\noffice fixtures or any other improvements or property installed in the Premises\nby Tenant or at the direction or indirect expense of Tenant.\n\n       11.5 TENANT'S CLAIMS AGAINST LANDLORD. Except for abatement of rent, if\nany, Tenant shall have no claim against Landlord for any damage suffered by\nreason of any such damage, destruction repair or restoration unless such damage\nis caused by the intentional act or negligence of Landlord or Landlord's\ndesignated agents or employees.\n\n                    ARTICLE XII: CONDEMNATION\n\n\n                                                                           11\n\n\n\n\n       If all or any part of the Premises is taken or appropriated for public \nor quasi-public use by right of eminent domain with or without litigation or \ntransferred by agreement in connection with such public or quasi-public use, \nLandlord and Tenant shall each have the right within thirty (30) days of \nreceipt of notice of taking, to terminate this Lease as of the date \npossession is taken by the condemning authority; provided, however, that \nbefore Tenant may terminate this Lease by reason of taking or appropriation, \nsuch taking or appropriation shall be of such an extent and nature as to \nsubstantially handicap, impede or impair Tenant's use of the Premises. If any \npart of the Building other than the Premises shall be so taken or \nappropriated, Landlord shall have the right at Landlord's option to terminate \nthis Lease. No award for any entire taking shall be apportioned, and Tenant \nhereby assigns to Landlord any award which may be made in such taking or \ncondemnation, together with any and all rights of Tenant now or hereafter \narising in or to the award of any portion thereof; provided, however, that \nnothing contained herein shall be deemed to give Landlord any interest in or \nto require Tenant to assign to Landlord any award made to Tenant for the \ntaking of personal property belonging to Tenant, and for the interruption of \nor damage to Tenant's business. In the event of a partial taking which does \nnot result in a termination of this Lease, the Base Monthly Rent shall be \nabated in the proportion which the part of the Premises so made unusable \nbears to the rented area of the Premises; and any award made to Tenant by \nreason of any such temporary taking shall belong entirely to Tenant, and \nLandlord shall not be entitled to any portion thereof.\n\n                ARTICLE XIII: ASSIGNMENT AND SUBLETTING\n\n       13.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not assign, transfer,\nmortgage, pledge, hypothecate or encumber this Lease or any interest therein\neither voluntarily or involuntarily by operation of law or otherwise, and Tenant\nshall not sublet the Premises or any part thereof, without the prior written\nconsent of Landlord, and any attempt to do so shall be wholly void and shall, at\nLandlord's election constitute a default under this Lease.\n\n        13.2 REASONABLE CONSENT. If Tenant complies with the following\nconditions, Landlord shall not unreasonably withhold Landlord's consent to the\nsubletting of the Premises or any portion thereof or the assignment of this\nLease. Tenant shall submit in writing to Landlord (a) the name and legal\ncomposition of the proposed subtenant or assignee; (b) the nature of the\nbusiness proposed to be carried on in the Premises; (c) the terms and provisions\nof the proposed sublease; and (d) such reasonable financial information as\nLandlord may request concerning the proposed subtenant or assignee.\n\n       13.3. NO RELEASE OF TENANT. No consent by Landlord to any assignment \nor subletting by Tenant shall relieve Tenant of any obligation to be \nperformed by Tenant under this Lease, whether occurring before or after such \nconsent, assignment or subletting. The consent by Landlord to any assignment \nor subletting shall not relieve Tenant from the obligation to obtain \nLandlord's express written consent to any other assignment or subletting. The \nacceptance of rent by Landlord from any other person or legal entity shall \nnot be deemed to be a waiver by assignment, subletting or other transfer. \nConsent to one assignment, subletting or other transfer shall not be deemed \nto constitute consent to any subsequent assignment, subletting or other \ntransfer.\n\n                                                                            12\n\n\n\n\n       13.4 INCREASED EXPENSES. Tenant shall pay Landlord the amounts of any \nincrease in costs or expenses incident to the occupancy of the Premises by \nsuch assignee or subtenant, including but not limited to, any increase in \nLandlord's insurance premiums and reasonable attorney's fees incurred in \nconnection with giving such consent.\n\n       13.5 ASSIGNMENT AND SUBLETTING. Tenant may not assign this Lease or \nsublet the Premises, or any portion thereof, without Landlord's prior written \nconsent, except to any entity which controls, is controlled by, or is under \ncommon control with Tenant; to any entity which results from a merger of, \nreorganization of, or consolidation with Tenant; to any entity engaged in a \njoint venture with Tenant; or to any entity which acquires substantially all \nof the stock or assets of Tenant, as a going concern, with respect to the \nbusiness that is being conducted in the Premises (hereinafter each a \n'Permitted Transfer'). In addition, a sale or transfer of the capital stock \nof Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer \noccurs in connection with any BONA FIDE financing or capitalization for the \nbenefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. \nLandlord shall have no right to terminate the Lease in connection with, and \nshall have no right to any sums or other economic consideration resulting \nfrom any Permitted Transfer. Anything to the contrary notwithstanding Tenant \nshall remain jointly or severly liable for the Lease.\n\n       ARTICLE XIV: SUBORDINATION, QUIET ENJOYMENT AND ATTORNMENT\n\n       14.1 SUBORDINATION. Subject to Tenant's receipt of a reasonably \nsatisfactory non-disturbance agreement the approval of which shall not be \nunreasonably withheld or delayed, this Lease at Landlord's option shall be \nsubject and subordinate to the lien of any mortgages or deed of trust in any \namount or amounts whatsoever now or hereafter placed on or against the Land, \nthe Building, on or against Landlord's interest or estate therein, without \nthe necessity of the execution and delivery of any further instruments on the \npart of Tenant to effectuate such subordinations.\n\n       14.2 SUBORDINATION AGREEMENT. Subject to Tenant's receipt of a \nreasonably satisfactory non-disturbance agreement the approval of which shall \nnot be unreasonably withheld or delayed, Tenant shall execute and deliver \nupon demand, without charge therefor, such further instruments evidencing \nsuch subordination of this Lease to the lien of any such mortgages or deeds \nof trust as may be required by Landlord. Tenant hereby irrevocably appoints \nLandlord as Tenant's attorney-in-fact, coupled with an interest (which power \nshall not be affected by the disability of Tenant) to execute and deliver any \nsuch agreements, instruments, releases or other documents.\n\n       14.3 QUIET ENJOYMENT. Upon paying rent and other sums or amounts due \nunder the Lease, and performing Tenant's covenants and conditions under the \nLease, Tenant shall and may peaceably and quietly have, hold and enjoy the \nPremises for the term of this Lease, subject, however, to the terms, \ncovenants and conditions of this Lease and of any mortgage or deed of trust \ndescribed in Section 14.1.\n\n        14.4 ATTORNMENT. In the event of foreclosure or the exercise of the\npower of sale under any mortgage or deed of trust made by Landlord covering the\nPremises or the Building, Tenant shall attorn to the purchaser upon any such\nforeclosure or sale and recognize such\n\n\n                                                                           13\n\n\n\n\n\npurchaser as the Landlord under this Lease, provided said purchaser expressly\nagrees in writing to be bound by the terms of this Lease.\n\n                  ARTICLE XV: DEFAULT AND REMEDIES\n\n       15.1 DEFAULT. The occurrence of any of the following shall constitute \na material default and breach of this Lease by Tenant:\n\n              (a) Any failure by Tenant to pay the Base Monthly Rent, Base \nMonthly Rent Adjustments or any other monetary sums required to be paid under \nthis Lease, where such failure continues for five (5) business days after \nwritten notice thereof by Landlord to Tenant:\n\n              (b) The abandonment of the Premises by Tenant;\n\n              (c) A failure by Tenant to observe and perform any other terms, \ncovenants or condition of this Lease to be observed or performed by Tenant, \nwhere such failure continues for twenty (20) days after written notice \nthereof by Landlord to Tenant; provided, however, that if the nature of the \ndefault cannot reasonably be cured within the twenty (20) days period, Tenant \nshall not be deemed to be in default if Tenant shall within the twenty (20) \nday period commence action to cure the default and thereafter diligently \nprosecutes the same to completion;\n\n              (d) The making by Tenant of any general assignment or general \narrangement for the benefit of creditors; the filing by or against Tenant or \na petition to have Tenant adjudged a bankrupt or of a petition for \nreorganization or arrangement under any law relating to bankruptcy (unless, \nin the case of a petition filed against Tenant, the same is dismissed within \nsixty (60) days); the appointment of a trustee or receiver to take possession \nof substantially all of Tenant's assets located at the Premises or of \nTenant's interest in this Lease, where possession is not restored to Tenant \nwithin sixty (60) days; or the attachment, execution, or other judicial \nseizure of substantially all of Tenant's assets located at the Premises or of \nTenant's interest in this Lease, where such seizure is not discharged within \nsixty (60) days.\n\n       15.2 NONEXCLUSIVE REMEDIES. In the event of any such material default by\nTenant, Landlord shall have the right to continue this Lease in full force and\neffect and to collect all Base Monthly Rent, Base Monthly Rent Adjustments, and\nother fees to be paid by Tenant under this Lease as and when due. During any\nperiod that Tenant is in default, Landlord shall have the right, pursuant to\nlegal proceedings or pursuant to any notice provided for by law, to enter and\ntake possession of the Premises, without terminating this Lease, for the purpose\nof reletting the Premises or any part thereof and making any alterations and\nrepairs that may be necessary or desirable in connection with such reletting.\nAny such reletting or relettings may be for such term or terms (including\nperiods that exceed the balance of the term of this Lease), and upon such other\nterms, covenants and conditions as Landlord may in Landlord's sole discretion\ndeem advisable. Upon each and any such reletting , the rent or rents received by\nLandlord from such reletting shall be applied as follows: (1) to the payment of\nany indebtedness (other than rent) due hereunder from Tenant to Landlord; (2) to\nthe payment of costs and expenses of such reletting, including brokerage fees,\nattorney's fees, court costs, and costs of any alterations or repairs; (3) to\nthe payment of Base Monthly Rent, Base Monthly\n\n\n                                                                              14\n\n\n\n\nRent Adjustments and other amounts due and unpaid hereunder; and (4) the \nresidue, if any, shall be held by Landlord and applied in payment of future \nBase Monthly Rent, Base Monthly Rent Adjustments and other amounts as they \nbecome due and payable hereunder. If the rent or rents received during any \nmonth and applied as provided above shall be insufficient to cover all such \namounts including the Base Monthly Rent, Base Monthly Rent Adjustments and \nother amounts to be paid by Tenant pursuant to this Lease for such month, \nTenant shall pay to Landlord any deficiency; such deficiencies shall be \ncalculated and paid monthly. No entry or taking possession of the Premises by \nLandlord shall be construed as an election by Landlord to terminate this \nLease, unless Landlord gives written notice of such election to Tenant or \nunless such termination shall be decreed by a court of competent \njurisdiction. Notwithstanding any reletting by Landlord without termination, \nLandlord may at any time thereafter terminate this Lease for such previous \ndefault by giving written notice thereof to Tenant.\n\n              (b) Terminate Tenant's right to possession by notice to Tenant, \nin which case this Lease shall terminate and Tenant shall immediately \nsurrender possession of the Premises to Landlord. In such event Landlord \nshall be entitled to recover from Tenant all damages incurred by Landlord by \nreason of Tenant's default, including without limitation the following: (1) \nall unpaid rent which has been earned at the time of such termination \n(together with interest thereon at the rate of eighteen (18%) per annum to \nthe time of award) plus (2) the amount by which the unpaid rent which would \nhave been earned after termination until the time of award (together with \ninterest thereon at the rate of eighteen percent (18%) per annum) exceeds \nthe amount of such rental loss that is proved could have been reasonably \navoided; and (3) any other amount necessary to compensate Landlord for all \nthe detriment proximately caused by Tenant's failure to perform Tenant's \nobligations under this Lease as may be permitted form time to time. Upon any \nsuch re-entry, Landlord shall have the right to make any reasonable repairs, \nalterations or modifications to the Premises which Landlord in Landlord's \nreasonable discretion deems reasonable and necessary.\n\n       15.3 ADDITIONAL REMEDIES, COSTS AND EXPENSES. In addition to the \nnonexclusive remedies provided in Section 15.2 above, Landlord shall have all \nremedies now or hereafter provided by law for enforcing the provisions of \nthis Lease and Landlord's rights hereunder. In the event of any default under \nthis Lease, Landlord shall be entitled to recover from Tenant all costs and \nexpenses, including reasonable attorney's fees and court costs, incurred by \nLandlord (with or without suit and before or after judgment) in obtaining \npossession of the Premises, in collecting any Base Monthly Rent and any \nadjustments thereto or other amounts due under the terms of this Lease and in \nenforcing the provisions of this Lease or any right of Landlord under this \nLease.\n\n       15.4 DEFAULT BY LANDLORD. Landlord shall not be in default unless \nLandlord fails to perform obligations required of Landlord within a \nreasonable time, but in no event later than thirty (30) days after written \nnotice by Tenant to Landlord, specifying the nature of Landlord's default; \nprovided, however, that if the nature of the Landlord's obligation is such \nthat more than thirty (30) days are required for performance, then Landlord \nshall not be in default if Landlord commences performance within the thirty \n(30) day period and thereafter proceeds with reasonable diligence and in good \nfaith to complete the required performance.\n\n\n                                                                           15\n\n\n\n\n\n                  ARTICLE XVI: ENTRY BY LANDLORD\n\n       Landlord shall, during the term of this Lease, have the right to enter \nthe Premises to inspect the same at reasonable time and upon reasonable \nnotice to Tenant (taking into consideration the nature of Tenant's business), \nto submit the Premises to prospective purchasers or tenant (but only after \nTenant's normal business hours) and to alter, improve or repair the Premises \nand any portion of the Building without abatement of rent. Landlord may for \nthat purpose erect scaffolding and other necessary structures where \nreasonably required by the character of the work to be performed; provided \nhowever, that the entrance to the Premises shall not be blocked thereby, and \nfurther provided that the business of Tenant shall not be interfered with \nunreasonably. For each of the aforesaid purposes, Landlord shall at all times \nhave and retain a key with which to unlock all of the doors in, upon and \nabout the Premises, excluding Tenant's vaults and safes. Landlord shall have \nthe right to use any and all means which Landlord may deem proper to open the \ndoors in an emergency, in order to obtain entry to the Premises, and any \nentry to the Premises obtained by Landlord by such means or otherwise shall \nnot under any circumstances be construed or deemed to be a forcible or \nunlawful entry into, a detainer of the Premises, or any eviction of Tenant \nfrom the Premises or any portion thereof. Notwithstanding the provisions of \nArticle XVI, Landlord shall provide Tenant with at least 48 hours' prior \nactual notice before entering the Premises. In the event of an emergency, the \ndetermination of which shall require Landlord to be reasonable, Landlord \nshall use its best efforts to provide Tenant with notice reasonable in such \nsituation. \n\n\n                      ARTICLE XVII: INDEMNITY\n\n       17.1 INDEMNITY. Tenant shall indemnify and hold Landlord harmless from \nany and all claims of liability for any injury or damage to any person or \nproperty whatsoever (a) occurring in, on or about the Premises or any part \nthereof; and (b) occurring in, on or about any common area, including, but \nnot limited to, all elevators, stairways, passageways, hallways and parking \nareas, and the use of which Tenant may have in conjunction with other tenants \nof the Building, when such injury or damage is caused in part or in whole by \nthe negligence or willful misconduct of Tenant, Tenant's agents, contractors, \nemployees, licensees or invitees. Tenant shall further indemnify and hold \nLandlord harmless from and against any and all claims arising from any breach \nor default in the performance of any obligation on Tenant's part to be \nperformed under the terms of this Lease, or arising from any negligence of \nTenant, or any of Tenant's agents, contractors, employees, licensees or \ninvitees and from and against all costs, attorney's fees, expenses and \nliabilities incurred in the defense of any such claim or any action or \nproceeding brought thereon. Tenant shall not, however, be liable for damage \nor injury occasioned by the negligence or intentional acts of Landlord and \nLandlord's designated agents or employees, or a breach of this Lease by \nLandlord.\n\n       17.2 ATTORNEY'S FEES AND COSTS. The obligation to indemnify shall include\nreasonable legal and investigation costs and all other reasonable costs,\nexpenses and liabilities from the first notice that any claim or demand is to be\nmade or may be made.\n\n               ARTICLE XVIII: ESTOPPEL CERTIFICATES\n\n\n                                                                            16\n\n\n\n       18.1 REQUIREMENTS. Tenant shall, within ten (10) days from receipt or\nprior written notice from Landlord, execute, acknowledge and deliver to Landlord\na statement in writing (a) certifying that this Lease is unmodified and in full\nforce and effect or, if modified, stating the nature of such modification and\ncertifying that this Lease, as so modified, is in full force and effect and the\ndate to which the rent and other charges have been paid, and if to Tenant's\nknowledge, there are any uncured defaults on the part of Landlord hereunder, or\nspecifying such defaults if any are claimed. Any such statement may be\nconclusively relied upon by any prospective purchaser or encumbrancer of the\nPremises or the Building.\n\n       18.2 FAILURE TO DELIVER. If Tenant fails to deliver such statement within\nthe time period referred to in Section 18.1, it shall be deemed conclusive upon\nTenant (a) that this Lease is in full force and effect, without modification\nexcept as may be represented by Landlord, (b) that there are no uncured defaults\nin Landlord's performance, and (c) that not more than one month's rent has been\npaid in advance.\n\n                              ARTICLE XIX: PARKING\n\n       Tenant shall have the right to use free of charge and in common with\nother tenants or occupants of the Building its pro-rata share of the parking\nfacilities of the Building, if any, subject to the rules and regulations of\nLandlord for such parking facilities which may be established or altered by\nLandlord at any time or from time to time during the term thereof.\n\n                            ARTICLE XX: MISCELLANEOUS\n\n       20.1 TRANSFER OF LANDLORD'S INTEREST. In the event of a sale or\nconveyance by Landlord of Landlord's interest in the Premises or the Building\nother than a transfer for security purposes only, Landlord shall be relieved\nfrom and after the date specified in any such notice of transfer of all\nobligations and liabilities accruing after such sale or conveyance on the part\nof Landlord, provided that any funds in the possession of Landlord at the time\nof transfer in which Tenant has an interest shall be delivered to the successor\nof Landlord.\n\n       20.2 CAPTIONS. The captions of the Articles and Section of this Lease\nare for convenience only and shall not be deemed to be relevant in resolving any\nquestion of interpretation or construction of any Section of this Lease.\n\n       20.3 ENTIRE AGREEMENT. This Lease constitutes the entire agreement\nbetween Landlord and Tenant relative to the Premises, and this Lease may be\naltered, amended or revoked only by an instrument in writing signed by both\nLandlord and Tenant. All prior or contemporaneous oral agreements between and\namong the Landlord and Tenant and their agents or representatives relative to\nthe leasing of the Premises are merged in or revoked by this Lease. This Lease\nis the product of negotiations between the parties.\n\n       20.4 SEVERABILITY. If any term or provision of this lease shall, to any\nextent, be determined by a court of competent jurisdiction to be invalid or\nunenforceable, the remainder of this Lease shall not be affected thereby, and\neach term and provision of this Lease shall be valid and be enforceable and to\nthe fullest extent permitted by law.\n\n                                                                              17\n\n\n\n       20.5 COST OF SUIT.\n\n              (a) If Tenant or Landlord shall bring any action for any relief\nagainst the other, declaratory or otherwise, arising out of this Lease,\nincluding any suit by Landlord for the recovery of rent or possession of the\nPremises, the losing party shall pay the successful party a reasonable sum for\nattorney's fees and costs whether or not such action is prosecuted to judgment.\n\n              (b) Should Landlord, without fault on Landlord's part, be made a\nparty to any litigation instituted by Tenant or by any third party against\nTenant, or by or against any person holding under or using the Premises by\nlicense or Tenant, or for the foreclosure of any lien for labor or material\nfurnished to or for Tenant or any such other person or otherwise arising out of\nor resulting from any act or transaction of Tenant or of any such person, Tenant\nshall save and hold Landlord harmless from any judgment rendered against\nLandlord, the Land or the Building or any apart thereof, and all costs and\nexpenses, including reasonable attorneys' fees and costs, incurred by Landlord\nin or in connection with such litigation.\n\n       20.6 TIMES AND REMEDIES. Time is of the essence of this Lease and every\nprovision hereof, except as to the conditions relating to the delivery of\npossession of the Premises to Tenant. All rights and remedies of the parties\nshall be cumulative and nonexclusive of any other remedy at law or in equity.\n\n       20.7 BINDING EFFECT, SUCCESSORS AND CHOICE OF LAW. Subject to any\nprovisions restricting assignment or subletting by Tenant, all of the terms\nhereof shall bind and inure to the benefit of the parties hereto and their\nrespective heirs, legal representatives, successors and assigns. This Lease\nshall be governed by the laws of the State of Utah.\n\n       20.8 WAIVER. No term, covenant or condition of this Lease shall be deemed\nwaived, except by written consent of the party against whom the wavier is\nclaimed, and any waiver of the breach of any covenant, term or condition shall\nnot be deemed to be a waiver of any preceding or succeeding breach of the same\nor any other term, covenant or condition. Acceptance by Landlord of any\nperformance by Tenant after the time the same shall have become due shall not\nconstitute a waiver by Landlord of the breach or default of any term, covenant\nor condition unless otherwise expressly agreed to by Landlord in writing.\nAcceptance by Tenant of any performance by Landlord after the time the same\nshall have become due, shall not constitute a waiver by Tenant of the breach by\ndefault of any term, covenant or condition unless otherwise expressly agreed to\nby Tenant in writing.\n\n       20.9 SURRENDER OF PREMISES. The voluntary or other surrender of this\nLease by Tenant, or a mutual cancellation of this Lease shall, at Landlord's\nelection, terminate all or any existing subleases or subtenancies, or may, at\nLandlord's election, operate as an assignment to Landlord of any or all such\nsubleases or subtenancies provided, however, that such surrender, cancellation\nor termination shall not relieve Tenant of any obligation under this Lease.\n\n       20.10 HOLDING OVER. If Tenant remains in possession of all or any part of\nthe Premises after the expiration of the term of this Lease, with or without the\nexpress or implied consent of Landlord, such tenancy shall be from month to\nmonth only, and not a renewal hereof or\n\n                                                                              18\n\n\n\nan extension for any further term, and in such case, the rent and other sums \ndue hereunder shall be payable in an amount equal to one hundred twenty-five \npercent (125%) of the adjusted annual rental specified in the lease \nimmediately prior to the expiration and at the time specified in this Lease \nand such month-to-month tenancy shall be subject to every other term, \ncovenant and condition contained in this Lease.\n\n       20.11 SIGNS. Landlord reserves the right in Landlord's sole discretion to\nplace and locate on the roof, exterior of the Building, and in any area of the\nBuilding not leased to Tenant such signs, notices, displays and similar items as\nLandlord deems appropriate in the proper operation of the Building. Landlord\nshall at its sole cost and expense provide signage on the Building directory, in\nthe lobby, on the floor on which the Premises are located, and a door plate for\nTenant's entry door.\n\n       20.12 RULES AND REGULATIONS. Tenant and Tenant's agents, servants,\nemployees, visitors and licensees shall observe and comply fully and faithfully\nwith all reasonable and nondiscriminatory rules and regulations adopted by\nLandlord for the care, protection, cleanliness and operation of the Building,\nand any modification or addition thereto adopted by Landlord, provided Landlord\nshall give written notice thereof to Tenant. Landlord shall not be responsible\nto Tenant for the non-performance by any other tenant or occupant of the\nbuilding of any rule or regulation.\n\n       20.13 NOTICE. Any notice required to be given under this Lease shall be\ngiven in writing and shall be delivered in person or by mail, postage prepaid,\nand addressed to the following:\n\n                                   If to Landlord:\n                                   Robert D. Kaufman and Dale E. Kaufman\n                                   P.O. Box 17346\n                                   Salt Lake City, Utah 84107\n\n                                   and\n\n                                   Prowswood Management, a division of Prowswood\n                                   4885 South 900 East, Suite 101\n                                   Salt Lake City, Utah 84117\n\n                                   If to Tenant: (SEND TO BOTH)\n\n                                1) NETWORK COMPUTER INC.\n                                   7050 SOUTH 2000 EAST, SUITE 300\n                                   SALT LAKE CITY, UTAH 84121\n\n                                2) ATTN: FACILITIES MANAGER\n                                   NETWORK COMPUTER INC.\n                                   1000 BRIDGE PARKWAY\n                                   REDWOOD SHORES, CA 94065\n\n\nSuch notice shall be deemed delivered when actually delivered or upon deposit of\nthe notice in the United States mail. \n\n                                                                              19\n\n\n\n       20.14. NO PARTNERSHIP. Landlord does not, as a result of entering into\nthis Lease, in any way or for any purpose become a partner of Tenant in the\nconduct of Tenant's business, or otherwise, or joint venturer or a member of a\njoint enterprise with Tenant.\n\n       20.15 FORCE MAJEURE. In the event that either party hereto shall be\ndelayed or hindered in or prevented from the performance of any act required\nhereunder by reason of strikes, lockouts, riots, insurrection, war or other\nreason of a like nature not the fault of the party delayed in performing work or\ndoing acts required under the terms of this Lease, then performance of such act\nshall be excused for the period of the delay and the period for the performance\nof any such act shall be extended for a period equivalent to the period of such\ndelay. The provisions of this section shall not operate to excuse Tenant from\nprompt payment of rent or any other payments required by the terms of this\nLease.\n\n       20.16 TENANT AUTHORIZATION. In the event Tenant is a corporation, then\nTenant represents and warrants that this Lease is made and entered into with\nfull and complete authorization and approval of said corporation's board of\ndirectors. Further, Tenant represents and warrants that the individual signing\nand executing this Lease for said corporation is fully authorized and empowered\nby said corporation to so sign.\n\n       20.17 SPECIAL PROVISIONS. Special Provisions numbered one (1) through N\/A\nare attached hereto and made a part hereof. If none, so state in the following\nspace: NONE.\n\n       IN WITNESS WHEREOF, Landlord and Tenant have executed this lease the date\nand year first above written.\n\n                                    LANDLORD:\n\n                                    ROBERT D. KAUFMAN\n\n\n                                    ---------------------------------\n\n                                    DALE E. KAUFMAN\n\n\n                                    ---------------------------------\n\n                                    TENANT:\n\n                                    NETWORK COMPUTER INC.\n\n\n                                    ---------------------------------\n\n                                                                              20\n\n\n\n                                   EXHIBIT 'A'\n                             DESCRIPTION OF PREMISES\n\n              The premises consist of suite known as 300 of the Willowcreek\n              Medical Building, 7050 South 2000 East; Salt Lake City, Utah, with\n              a combined leased area of 5,147 rentable square feet.\n\n                                                                              21\n\n\n\n                                   EXHIBIT 'B'\n                             DESCRIPTION OF BUILDING\n\n              The following described real property situated in the County of\n              Salt Lake, State of Utah, more particularly described as follows:\n\n              Beginning at a point 53 feet West and 22.09 rods South from the\n              Northeast corner of Section 28. Township 2 South, Range 1 East,\n              Salt Lake Base and Meridian, and running thence South 4.25 rods;\n              thence West 211 feet; thence North 10.894 rods; thence East 211\n              feet to the West boundary line of Highland Drive extended; thence\n              South along the West boundary line of Highland Drive extended\n              6.644 rods to the point of beginning.\n\n                                                                              22\n\n\n                              RULES AND REGULATIONS\n\n\n1.   ADVERTISING. Landlord shall have the right to prohibit any advertising \n     by any Tenant which, in Landlord's reasonable opinion, tends to impair \n     the reputation of the building or its desirability as a building for \n     offices, and upon written notice from Landlord, such Tenant shall \n     refrain from or discontinue such advertising.\n\n2.   HALLWAYS AND STAIRWAYS.  The sidewalks, passages, elevators, and \n     stairways shall not be obstructed by any of the Tenants or used by them \n     for any purpose other than for ingress and egress from their respective \n     premises. The halls, passages, entrances, elevators, stairways, \n     balconies, and roof are not for the use of the general public, and \n     Landlord shall in all cases retain the right of control and prevent \n     access thereto of all persons whose presence, in the reasonable \n     judgement of the Landlord, shall be prejudicial to the safety, \n     character, reputation, and interests of the building and its Tenants, \n     provided that nothing herein contained shall be construed to prevent \n     such access to persons with whom Tenants normally deal in the ordinary \n     course of Tenants' business unless such persons are engaged in illegal \n     activities. No Tenant and no employee of any Tenant shall go upon the \n     roof of the building without the written consent of the Landlord.\n\n3.   STEREO SYSTEMS, ETC. No Tenant shall install or operate any stereo, loud \n     speaker system, or similar device in the building in such manner as to \n     disturb or annoy other tenants of the building or the neighborhood. No \n     Tenant shall install any antennae, aerial wires, or the equipment \n     outside the building without the prior written approval of Landlord.\n\n4.   WINDOW SHADES. No Tenant will install blinds, shades, awnings, or other \n     form of inside or outside window covering, or window ventilators or \n     similar devices without the prior written consent of Landlord.\n\n5.   OBSTRUCTING LIGHT, DAMAGE. The sash doors, sashes, windows, glass doors, \n     lights, and skylights that reflect or admit light into the halls or \n     other places of the building shall not be covered or obstructed. The \n     toilets and urinals shall not be used for any purpose other than those \n     for which they were constructed, and no rubbish, newspapers or other \n     substance of any kind shall be thrown into them. Waste and excessive or \n     unusual use of water shall not be allowed. No Tenant shall mark, drive \n     nails, screw or drill into, paint, or in any way deface the walls, \n     ceilings, partitions, floors, wood, stone or iron work. The expense of \n     any breakage, stoppage, or damage resulting from a violation of this \n     rule by a Tenant shall be borne by such Tenant. Tenants shall be \n     permitted to hang pictures on the walls of Tenant's offices, but it must \n     be done in a workmanlike manner and in such a way as not to damage or \n     deface such walls in an abnormal manner.\n\n6.   SIGNS. Except for signs approved by Landlord if provided in this Lease, \n     no sign, advertisement, notice, or other lettering shall be inscribed, \n     painted, exhibited, or affixed on or to any part of the outside or \n     inside of the building.\n\n\n                                                                             23\n\n\n\n7.   SAFES, MOVING, FURNITURE, ETC. Landlord shall reasonably prescribe the \n     weight, size, and position of all safes and other property brought into \n     the building, and also the times of moving the same in and out of the \n     building, and all such moving must be done under the supervision of \n     Landlord. Landlord will not be responsible for any loss of or damage to \n     any such safe or property from any cause; but all damage done to the \n     building by moving or maintaining any such safe or property shall be \n     repaired at the expense of such Tenant. Nor furniture, package, or \n     merchandise will be received in the building or carried up or down in \n     the elevators, except between such hours, in such elevators, and in such \n     a manner as shall be reasonably designated by landlord.\n\n8.   WIRING. Electric wiring of every kind shall be introduced and connected \n     as directed by Landlord and no boring or cutting for wires shall be \n     allowed except with the prior consent of Landlord. The location of \n     telephone, call boxes, and similar equipment shall be subject to \n     approval by Landlord.\n\n9.   REQUIREMENTS OF TENANTS.  The requirements of Tenants will be attended \n     to only upon application at the office of Landlord. Landlord's employees \n     shall not perform any work nor do anything outside of their regular \n     duties unless under special instruction from the office and shall not \n     admit any persons (Tenants or otherwise) to any office without \n     instruction from the office of Landlord.\n\n10.  ACCESS TO BUILDING. Landlord reserves the right to close and keep locked \n     all entrances and exit doors of the building during hours Landlord may \n     deem advisable for the adequate protection of the property. Use of the \n     building and the premises before or after normal business hours or at \n     any time during Saturdays, Sundays, and legal holidays shall be \n     permissive and subject to the rules and regulations Landlord may \n     prescribe. Tenants, Tenant's employees, agents or associates, or other \n     persons entering or leaving the building at any time, when it is so \n     locked, may be required to sign a building register, and the watchman or \n     Landlord's agent in charge shall have the right to refuse admittance to \n     any person into the building without satisfactory identification showing \n     such person's right to access the building at such time. Landlord \n     assumes no responsibility and shall not be liable for any loss or damage \n     resulting from the admission of any authorized or unauthorized person to \n     the building.\n\n11.  IMPROPER CONDUCT. Landlord reserves the right to exclude or expel from \n     the building any person, including any Tenant, who in the judgement of \n     Landlord is intoxicated or under the influence of liquor or drugs, or \n     who shall do any act in violation of the rules and regulations of the \n     building.\n\n12.  STORAGE. No tenant shall conduct any auction or store goods, wares, or \n     merchandise on the premises. Articles of unreasonable size and weight \n     shall not be permitted in the building.\n\n13.  VEHICLES, ANIMALS, REFUSE. Tenants shall not allow anything to be placed \n     on the outside window ledges of the premises or to be thrown out of any \n     outside opening of the building. No bicycles or other vehicles, and no \n     animal shall be brought into the offices, halls, corridors, elevators \n     or any other part of the building by Tenants or the\n\n\n                                                                             24\n\n\n     agents, employees or invitees of Tenants, and Tenants shall not place or \n     permit to be placed any obstruction of refuse in any public part of the \n     building.\n\n14.  EQUIPMENT DEFECTS. Tenants shall give Landlord prompt notice of any \n     accidents to or defects in the water pipes, electric lights and \n     fixtures, heating apparatus, or any other service equipment.\n\n\n                                                                             25\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9579,9610],"class_list":["post-41831","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","corporate_contracts_types-land","corporate_contracts_types-land__ut"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41831","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41831"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41831"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41831"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41831"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}