The Landlord covenants with the Tenant:

Landlord’s Repairs. Landlord shall, at Landlord’s sole expense (and not as an Operating Expense), be responsible for capital repairs and replacements of the roof (not including the roof membrane), exterior walls and foundation of the Building (“Structural Items”) unless the need for such repairs or replacements is caused by Tenant or any Tenant Parties, in which case Tenant shall bear the full cost to repair or replace such Structural Items. Landlord shall, as an Operating Expense, be responsible for the routine maintenance and repair of such Structural Items. Landlord, as an Operating Expense, shall maintain, repair and replace the roof membrane and all of the exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers and all other building systems serving the Premises and other portions of the Project (“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by any of Tenant, or by any of Tenant’s assignees, sublessees, licensees, agents, servants, employees, invitees and contractors (or any of Tenant’s assignees, sublessees and/or licensees respective agents, servants, employees, invitees and contractors) (collectively, “Tenant Parties”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary # by reason of accident or emergency, or # for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case of emergency, give Tenant at least 2 business days’ advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18.

Tenant shall indemnify and save harmless Landlord (regardless of Tenant’s covenant to insure) against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the Tenant’s use, occupancy, conduct or management of the Premises, and shall further indemnify and save Landlord harmless against and from any and all claims arising during the term hereof from any condition of the Premises caused by Tenant, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or arising from any act of Tenant or any of its agents, contractors, servants or employees to any person, firm or corporation occurring during the term hereof in or about the Premise or upon or under said areas, and from and against all costs, reasonable counsel fees, expenses or liabilities incurred in or about any such claim or action or proceeding brought thereon. All the foregoing is only to the extent not caused by the gross negligence or willful misconduct of Landlord or its agents, contractors, servants, or employees.

Definition of Landlord. With regard to obligations imposed upon Landlord pursuant to this Lease, the term “Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s then-current successor-in-interest. In the event of any transfer, assignment or conveyance of Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, Landlord herein named (and in case of any subsequent transfers or conveyances, the subsequent Landlord) shall be automatically freed and relieved, from and after the date of such transfer, assignment or conveyance, from all liability for the performance of any covenants or obligations contained in this Lease thereafter to be performed by Landlord and, without further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, shall be deemed to have assumed and agreed to observe and perform any and all covenants and obligations of Landlord hereunder during the tenure of its interest in the Lease or the Property. Landlord or any subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s consent.

Landlord shall, subject to reimbursement by Tenant under Paragraph 4, maintain in good repair, reasonable wear and tear excepted, the structural soundness of the roof, foundations, and exterior walls of the Building together with the common areas and other equipment used in common by tenants in the Project, including the fire sprinkler systems. The term “exterior walls” as used herein shall not include windows, glass or plate glass, doors, dock bumpers or dock plates, special store fronts or office entries. Any damage caused by or repairs necessitated by any negligence or act of Tenant, including, without limitation, any contractor, employee, agent, invitee or visitor of Tenant (each, a “Tenant Party”) may be repaired by Landlord at Landlord’s option and Tenant’s expense. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building, except as provided in Paragraph 15. By taking possession of the Premises, Tenant accepts them “as is,” as being in good order, condition and repair and the condition in which Landlord is obligated to deliver them. Landlord has no duty to provide security for any portion of the Project, including, without limitation, the Premises or the common areas. Tenant has assumed sole responsibility and liability for the security of itself, its employees, customers and invitees and their respective property in, on or about the Project. To the extent Landlord elects to provide any security equipment or personnel, Landlord is not warranting the effectiveness of, and Tenant shall not rely on, any such personnel or equipment. Landlord shall not be responsible or liable in any manner for any failure to provide security equipment or personnel, nor for the failure of any such equipment or personnel to prevent injury or property damage in, on or around the Project. Landlord reserves the right to alter, discontinue, change or withdraw any security equipment or personnel at any time without notice and without liability.

Landlord Approval Required. Tenant shall obtain Landlord’s written approval prior to the installation or removal of any Signage on the Premises. Prior to Tenant’s Signage installation, Tenant shall submit to Landlord for its review and approval, a scaled drawing of Tenant’s proposed Signage including colors, construction details, method of attachment, electrical loads and electrical plans. Any sign installed without the prior approval of Landlord will be brought into conformity or removed at Tenant’s expense.

Landlord’s Allowance. Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements (including, without limitation, the fee for Contractor and Landlord’s Costs (as defined in Paragraph 5.c.iii. below)) to be constructed in the Premises an amount not to exceed One Million Six Hundred Forty-Four Thousand Six Hundred Sixty Dollars ($1,644,660) (“Landlord’s Allowance”); provided, however that not more than One Hundred Eighty-Four Thousand Five Hundred Seventy-Eight Dollars ($184,578.00) of Landlord’s Allowance may be applied to Tenant’s reasonable architectural and engineering costs for the design of the Tenant Improvements for the Premises; and provided, further, that not more than Four Hundred Thirty-Five Thousand Five Hundred Twenty-Eight Dollars ($435,528.00) of Landlord’s Allowance may applied to the costs of work stations, carpeting, wall coverings, and data/telecommunications cabling/wiring for the Premises. No portion of Landlord’s Allowance may # be applied to the cost of any other equipment or furniture, or trade fixtures, moving expenses, or signage # be applied to any portion of the Premises which is then the subject of a sublease, or # be used to prepare any portion of the Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary in this Paragraph 5.c.i., but subject to Paragraph 5.c.ii., below, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only until May 31, 2007 (the “Forfeit Date”). Accordingly, if any portion of Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) on or before the Forfeit Date, then, subject to Paragraph 5.c.ii., below, such unused portion shall be forfeited by Tenant. If Tenant elects to purchase work stations using the proceeds of the Landlord’s Allowance, then # Landlord shall have the option of requiring Tenant, upon (the expiration or earlier termination of the Lease, to transfer title of the work stations to Landlord and to leave the work stations at the Premises, # Tenant shall maintain insurance on such work stations for the full replacement value thereof, # Tenant shall keep and maintain the work stations in good working order, condition and repair, and # Tenant shall not allow any lien or other security interest to attach to or be placed upon such work stations at any time during the term of this Lease, and, in that regard, Tenant shall not offer the work stations as collateral for any loan or other financing Tenant may obtain.

Landlord’s Allowance. For purposes of this Paragraph 3, the Third Floor Additional Premises and the Fourteenth Floor Additional Premises are sometimes referred to collectively as the “Additional Premises” and the Third Floor Alterations and the Fourteenth Floor Alterations are sometimes referred to collectively as the “Additional Premises Alterations.” Landlord shall contribute toward the cost of the design, construction and installation of the Additional Premises Alterations an amount not to exceed Thirty Six Thousand Dollars ($36.000.00) (“Landlord’s Allowance”). No portion of Landlord’s Allowance may # be applied to the cost of any other equipment or furniture, or trade fixtures, moving expenses, signage or free rent, # be applied to any portion of the Additional Premises which is then the subject of a sublease, or # be used to prepare any portion of the Additional Premises for a proposed subtenant or assignee. Notwithstanding anything to the contrary in this Paragraph 3, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only until December 31, 2010 (the “Forfeit Date”). Accordingly, if any portion of Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) on or before the Forfeit Date, then such unused portion shall be forfeited by Tenant.

Landlord Maintenance Obligation. Except as otherwise provided in this Lease and subject to normal wear and tear, Landlord at its expense (subject to reimbursement pursuant to [Exhibit E] if and to the extent permitted thereby) shall keep the Building Structure and Systems, as well as the Amenities and all other Property Common Areas which have a material effect on Tenant’s use of or access to the Premises, or the provision of the services Landlord is obligated to provide pursuant to the terms of this Lease, clean and in good operating condition and repair and, promptly after becoming aware of any item needing repair or replacement, will make such repair or replacement thereto. Notwithstanding any of the foregoing to the contrary: # maintenance and repair of all Tenant Items shall be the sole responsibility of Tenant and shall be deemed not to be a part of the Building Structure and Systems; and # Tenant shall be responsible for the reasonable cost of any repairs whatsoever brought about by any negligence or willful misconduct of Tenant or any Agent.

Landlord’s Liability. The liability of Landlord hereunder shall be limited to its interest in the Leased Property.