Common use of Completion of Improvements Clause in Contracts

Completion of Improvements. See attached Rider. (a) Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord shall construct or install in the Demised Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. (a) Except as provided in Section 3.2 hereofUpon State approval of the Working Drawings and receipt of all required permits, prior licenses, and other approvals, Concessionaire shall commence construction to the Anticipated Commencement Datefacility as described herein, Landlord and prosecute the same to completion with all due diligence and within four (4) months. Such time shall construct or install be extended as reasonably necessary in the Demised Premises event of delays caused by fire, earthquakes, wars, strikes, adverse weather, or other calamity beyond Concessionaire's control. Concessionaire shall hold monthly or more frequent status meetings throughout the period of construction, which shall include representatives of the general contractor, appropriate subcontractors, a representative of Concessionaire, and a representative of the State. Upon completion of construction, Concessionaire shall (1) file a Notice of Completion of Construction with State; (2) provide State with a complete set of "as-built" plans for all improvements in a format acceptable to State; (3) submit evidence that all improvements are clear of any mechanic's liens; (4) have work certified by a licensed architect or engineer to be constructed or installed in compliance with the Work Drawings as approved by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements State and all applicable building or other pertinent data by not later than February 1laws, 2002. Within five codes, or regulations; and (5) days after Landlord's submission submit an account of working drawingsthe cost for all facility improvements, Tenant excluding equipment and trade fixtures that are the personal property of Concessionaire. The cost accounting as required by item (5) above shall approve same in writinginclude cost statements and substantiating invoices for all project expenses including labor and materials. If there are For the purposes of determining Concessionaire’s total cost for completing all required facility improvements, expenditures for planning; professional fees paid to designers, architects, consultants including Concessionaire’s in-house resources, if applicable; permits; and project administration shall not exceed twelve percent (12%) of the total cost of the required facility improvements nor shall the stated minimum include any changes requested expenditures for Concessionaire’s personal property, equipment, or trade fixtures. Any cost or expenditure overrun incurred by Tenant, after Concessionaire for completion of all required concession facility improvements shall be the Approved Plans (as defined sole responsibility of the Concessionaire. After such accounting has been examined by State, State in its sole discretion will establish in a reasonable and fair manner the attached Rider cost of facilities and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changesimprovements to which the Notice of Completion relates. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in such accounting is not filed by Concessionaire at the Demised Premises in addition to or in lieu of the Standard Improvementstime specified, Tenant State shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to estimate the cost of constructing the project and installing such improvements, and upon approval serve notice of such additional rental Landlord will commence construction and installation same on Concessionaire in the manner provided herein. When Concessionaire has received written acceptance from the State of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rentalthe Notice of Completion, subject to Landlord's approval. Tenant other provisions of this contract, Concessionaire shall have fulfilled the construction of concession facility improvements requirement of this contract and the bonding obligations in Paragraph 8, BONDS, shall be responsible for all additional rental resulting from such additional work, including architectural released and engineering charges. Notwithstanding anything herein contained returned to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement DateConcessionaire. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. (a) Except as provided in Section 3.2 hereof, prior to Cause the Anticipated Commencement Date, Landlord shall construct or install in construction of the Demised Premises the improvements Improvements to be constructed or installed by Landlord pursuant carried on continuously and to complete the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by Improvements not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested the time required therefor as required by Tenant, after completion the terms of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant Lease. The Improvements will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In constructed substantially in accordance with the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications, all applicable ordinances and statutes and in accordance with the requirements of all regularly constituted authorities having jurisdiction over the same. Upon approval The Improvements will be constructed entirely on the Realty and will not encroach upon or overhang any easement or right of such plans and specifications by Landlordway, Landlord shall advise Tenant of nor upon any land not leased under the additional rental attributable to the cost of constructing and installing such improvementsLease, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant the Improvements when erected shall be responsible for all additional rental resulting wholly within the building restriction lines, however established, and will not violate applicable use or other restrictions contained in prior conveyances or applicable protective covenants or restrictions. Borrower will promptly correct any structural defect in the Improvements or any departure in any material respect from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof not previously approved by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if Lender. Upon the completion of such the construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to of the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: Improvements: (i) one-half Borrower shall furnish to Lender an approved written certification of completion from Borrower's architect in the form previously approved by Lender and such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, architect; (ii) one-quarter Borrower shall furnish such certificates of such amount within (10)(6) days after Landlord has notified Tenant public officials, utility companies, and others as Lender may reasonably request certifying that such work the Improvements located on the Realty is fifty percent (50%) completed connected to public sewer, public water and public electricity lines; (iii) the balance of such amount prior Borrower shall furnish to occupancy Lender a copy of the Demised Premises certificate (or certificates) of occupancy, compliance or completion issued by Tenant. In no event shall Landlord the governmental authority having jurisdiction over the Realty with respect to all of the Improvements to be required to commence or continue such work if Tenant defaults in its obligation to make constructed upon the payments herein required.Realty; (eiv) The Demised Premises Borrower shall be deemed completed and possession delivered furnish to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of constructionLender for Lender's approval, decorations and mechanical adjustments which do not materially interfere with Tenant's use a current "as-built" survey of the Demised Premises, Realty and Tenant the Improvements which shall accept show no matters which would materially and adversely affect the same upon notice from Landlord that such improvements operation of the Improvements as a maintenance facility or materially and adversely affect the value of the Improvements; (v) Borrower shall have been so completed. If any dispute fully paid all costs and expenses of the construction and development of the Improvements and Borrower shall arise as furnish to whether Landlord has completed its improvements, Lender a certificate furnished by Landlordsatisfactory endorsement to Lender's architect certifying --------------------------- 5 Landlord 6 business title insurance policy through the date of such completion of the Improvements and the payment in full of all costs and expenses of construction in providing coverage against materialman's and mechanics' liens and against matters of survey; and (vi) Borrower shall be conclusive and binding furnish to Lender certified copies of that fact and date upon Landlord and Tenant. See attached RiderBorrower's casualty insurance policies with respect to the Improvements located on the Realty, together with loss payable endorsements on Lender's standard form of loss payee endorsement naming Lender as loss payee in accordance with the provisions of this Agreement."

Completion of Improvements. See attached Rider. (a) Except Landlord shall construct upon the Land the Building and other improvements substantially in accordance with the Base Building Specifications attached hereto as provided Exhibit "B-1." Before the Lease Commencement date, Landlord will prepare the Premises for occupancy by Tenant in Section 3.2 hereof, prior the manner and on the terms stated in the Work Letter attached hereto as Exhibit "B-2." Landlord shall provide an allowance of $1.50 multiplied by the Rentable Area of the Premises (the "Design Allowance") to be applied by Tenant to the Anticipated Commencement Datecost of designing and preparing construction drawings of the Premises. Landlord shall provide an allowance of $25.00 multiplied by the Rentable Area of the Premises (the "Tenant Improvement Allowance") to be applied by Landlord to the cost of preparing the Premises. In addition to the Design Allowance and the Tenant Improvement Allowance, Landlord shall construct or install contribute not in excess of $118,500.00 towards the Demised cost of wiring the Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard ImprovementsWiring Allowance"). Additionally, Landlord shall provide an allowance of $50,000.00 towards the cost of a fitness center to be located within the Premises (the "Fitness Center Allowance"). All costs above the Tenant Improvement Allowance shall be paid by Tenant on a pro rata (i.e. in the proportion that Tenant's overage bears to the total cost of the work) basis from time to time as payments are made to Landlord's contractor and other professionals for completion of the work. To the extent the Tenant Improvement Allowance, Design Allowance, Wire Allowance and Fitness Center Allowance are not fully utilized for their intended purposes, any unused portion may be required applied at Tenant's option to incur overtime installments of Basic Rent next coming due or to other costs and expenses in performing such construction incurred by Tenant (e.g. consulting or legal fees, moving expenses, equipment, trade fixtures, furniture and/or installation. See attached Ridersignage). (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay excused for the same as provided in Paragraph 4(d) hereof, the Commencement Date period of any delay and shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults deemed in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only default with respect to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use the foregoing improvements or the construction of the Demised PremisesBuilding when prevented from so doing by cause or causes beyond Landlord's reasonable control, which shall include, without limitation, all labor disputes, civil commotion, war like operations, invasions, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material, services, weather, acts of God, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of the Landlord. Notwithstanding the foregoing, (i) in the event Landlord shall not substantially complete the Premises in accordance with the Work Letter within 45 days following the Lease Commencement Date as set forth in the Basic Lease Provisions (as such date shall be extended by the period of any Force Majeure or Tenant Delay as defined herein and in the Work Letter) then for any such further period of delay, Tenant shall accept be entitled to a day for day credit of Basic Rent for each day until the same upon notice from Landlord that such improvements Premises have been so completed. If any dispute substantially completed and (ii) in the event Landlord shall arise not substantially complete the Premises in accordance with the Work Letter by that date which is one year following the Lease Commencement Date as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business set forth in the Basic Lease Provisions (as such date of such completion shall be conclusive extended by the period of any Tenant Delay) then Tenant, as its sole and binding exclusive remedy, shall have the right to terminate this Lease by giving Landlord written notice of that fact and date upon Landlord and Tenant. See attached Ridertermination within fifteen (15) days following such date.

Completion of Improvements. See attached Rider. (a) Except as provided Once commenced, Borrower shall diligently and continuously endeavor to complete each Subphase of the Renovation Work in Section 3.2 hereofaccordance with the applicable Project Schedules, prior to if any, and shall construct, equip and complete each Subphase of the Anticipated Commencement DateRenovation Work in accordance with the applicable Plans and Specifications and the provisions of this Agreement, Landlord shall construct or install all in accordance with the timetable contained in the Demised Premises applicable Project Schedule. For purposes of this Agreement, the improvements to Renovation Work shall be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires deemed to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: when (i) one-half of such amount within ten the Renovation Work (6)days after and all Subphases thereof), in the approval of Tenant's plans and specifications by Landlord and the submission opinion of the costs to TenantConstruction Consultant, has been substantially completed (exclusive of punch list items not in excess of $500,000 in the aggregate for all such Renovation Work) in accordance with the applicable Plans and Specifications, (ii) one-quarter all Renovation Work (and all Subphases thereof) shall contain all furniture, fixtures and equipment specified in the applicable Plans and Specifications, (iii) all permanent certificates of occupancy (or temporary certificates of occupancy with no material conditions preventing the issuance of permanent certificates of occupancy other than the passage of time) and all other certificates, licenses, consents and approvals required for the use and operation of the Improvements, following the Renovation Work (and all Subphases thereof), as applicable, shall have been issued by or obtained from the appropriate Governmental Authorities, (iv) all Direct Construction Costs, Other Project Costs, and other costs and expenses incurred in connection with the construction and equipping of the Renovation Work (and all Subphases thereof) (other than for punch list items not in excess of $500,000 in the aggregate for all Renovation Work) shall have been paid in full (or are to be paid from the Final Renovation Advance). The Borrower shall be deemed to have satisfied the requirements of clause (iv) of the preceding paragraph of this Section notwithstanding the fact that the Borrower shall be withholding payment with respect to work or materials supplied in connection with the construction of the Renovation Work (or any Subphase thereof), which in the reasonable opinion of the Borrower, Architect, if any, Lender and the Construction Consultant, were not performed or supplied in accordance with the standards specified in the contracts under which performed or supplied, or that there are unpaid claims for additional payments with respect to work or materials supplied in connection with the construction of the Renovation Work (or any Subphase thereof), which in the reasonable opinion of the Borrower, Architect, if any, Lender and the Construction Consultant, are excessive, unsubstantiated or invalid, provided that (i) such withheld payments and claims shall not exceed in the aggregate $100,000 for all of the Renovation Work, (ii) the Borrower shall, if requested to do so by Lender, have bonded or provided other security for such withheld payments and such unpaid claims in a manner reasonably satisfactory to Lender or shall have set aside in a manner reasonably satisfactory to Lender reserves which in the opinion of the Lender and the Construction Consultant will be sufficient to cover the payment of such amount within (10)(6) days after Landlord has notified Tenant that withheld payments and such work is fifty percent (50%) completed unpaid claims, and (iii) the balance Borrower shall have paid all other Direct Construction Costs and Other Project Costs incurred in connection with the construction, equipping and completion of each Subphase of the Renovation Work, in accordance with the provisions of this Agreement and shall have delivered evidence reasonably satisfactory to the Lender of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein requiredpayment. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. Landlord, through its general contractor (a) Except as provided in Section 3.2 hereof“Contractor”), prior to shall furnish and install within the Anticipated Commencement DatePremises those items of general construction, Landlord shall construct or install in shown on the Demised Premises the improvements to be constructed or installed final Plans and Specifications approved by Landlord and Tenant pursuant to the attached Rider Schedule of Approvals below, in compliance with all applicable codes and Exhibit "C" hereto regulations (hereinafter referred to as the "Standard “Final Plans and Specifications”), and complete any construction required in the Common Areas of the Building when such construction is required by or arises out of completion of the Improvements (collectively the “Improvements"”). Landlord has approved WWCOT as Tenant’s architect (“Architect”). The term “Premises” as used herein shall not be required refer to incur overtime costs both the “Initial Premises” and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (“Must-Take Space” as defined in the attached Rider and Exhibit "C" hereto)Lease, Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In it being understood that the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior Improvements to the Anticipated Commencement Date, complete plans Initial Premises and specifications for such improvements. the Must-Take Space shall be performed at the same time pursuant to this Exhibit B. The definition of Improvements shall include all costs associated with completing the Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rentalImprovements (including one supplementary HVAC unit, subject to Landlord's approval’s review of power and heat loads), including but not limited to, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees and permit costs, and document development and/or reproduction. Tenant acknowledges and agrees that any change in the scope of work or details of construction after Tenant’s sign off of the finalized working drawings shall be responsible for all additional rental resulting from such additional workconstitute a “Change Order”, including architectural and engineering charges. Notwithstanding anything herein contained the costs of which Tenant shall pay pursuant to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion provisions of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. Subsection 2 (d) The cost hereinbelow. Landlord shall provide Tenant sufficient riser capacity from the ground floor main point of all improvements entry of the Building to the Demised Premises over for the purposes of installing data, telecommunications and telephone cable reasonably required to operate Tenant’s business. Landlord shall provide adequate capacity within the base Building fire alarm system to provide for Tenant’s reasonable fire life safety requirements in the Premises. Landlord shall provide existing Building standard window coverings along the window line of the Premises and shall repair or replace any broken window coverings as reasonably required along the window line of the Premises. To the extent required by any of the planned Improvements, and to the extent required by any Codes, Tenant shall, at Tenant’ sole cost and expense (which may be charged against any available amount of the Allowance (as hereinafter defined), remove all cables and wiring including, without limitation, any of the same located above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after plenum, in the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein requiredPremises. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. (a) Except as provided Landlord will permit Tenant to prepare the ---------------------------- Leased Space for occupancy by Tenant. Tenant shall be responsible for the cost and procurement of all required approvals and permits from all governing Local, State, and/or Federal agencies necessary to proceed with the improvements in Section 3.2 hereof, or outside of the Leased Space. Tenant shall provide Landlord with a copy of all plans for Landlord's approval prior to submitting plans for the Anticipated Commencement Dateabove stated approvals and permits, Landlord shall construct or install in the Demised Premises the improvements to provided that Landlord's approval will not be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements")unreasonably withheld. Landlord shall not be required to incur overtime costs also receive copies of all final and expenses in performing such construction and/or installationapproved plans, approvals, and permits from Tenant. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for obtaining insurance certificates from all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval contractors and/or subcontractors prior to commencement of Landlord after written request work in or ----- outside of Tenant. (c) In the event Tenant desires to have improvements installed Leased Space, in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord amounts and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to insurance companies which meet Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural indemnify and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed hold Landlord harmless for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed mechanic's liens as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy improvements constructed in or outside of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised PremisesLeased Space, and Tenant shall accept be responsible for any damages within Safeguard Corporate Campus which are caused by contractors and/or subcontractors doing work for Tenant. Tenant shall indemnify and hold Landlord harmless from and against any losses, costs, damages of claims or whatever nature which may arise out of or in connection with the compliance requirements set forth in the Americans with Disabilities Act of 1990, as amended, relating to the design, renovation, alteration and/or construction in or about the Leased Space, performed or conducted by Tenant and/or at the request or direction of Tenant. This paragraph shall apply to Tenant's Improvements, if any, as set forth in Exhibit "B" hereto, and to any subsequent modification or alteration of the Leased Space pursuant to subparagraph 9(c) of this Lease. This indemnification and hold harmless shall not apply to losses, costs, damages or claims arising from the condition of the Leased Space as the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as existed prior to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Riderthis Lease.

Completion of Improvements. See attached Rider. Landlord and Tenant agree that Landlord will construct the Building to be comprised of approximately 50,400 rentable square feet and twenty one (a21) Except as provided parking spaces in Section 3.2 hereof, prior the underground parking level of the Building and shall also construct an additional one hundred forty nine (149) parking spaces in an additional level to be added to the Anticipated Commencement Date, Buildings 1 and 2 Parking Deck. The exact rentable square feet to the Building shall be determined in accordance with the criteria of Paragraph 1 of the Lease. Landlord shall construct or install the Building in accordance with the Demised Premises the improvements to be constructed or installed manuals and drawings entitled Mount Vernon Place Building in and more particularly described in Exhibit "▇" ▇▇ this Amendment and made a part hereof by this reference. Any modifications by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to construction of the Building as the "Standard Improvements"). determined by Landlord shall not be required to incur overtime costs and expenses remain substantially in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause accordance with such plans and specifications to be revised in order to comply with Landlord's comments specifications, provided that Landlord shall notify Tenant when any such modifications are made by Landlord to such plans and specifications. Upon approval Landlord's construction of such plans the Building shall be comparable in quality to the Mount Vernon Buildings I and specifications by LandlordII. Landlord agrees to commence on o▇ ▇▇▇▇re June 25, Landlord shall advise Tenant 2001, the construction of the additional rental attributable parking level to the cost Buildings 1 and 2 Parking Deck. In the event the Landlord has not done so on or before November 1, 2001 then Tenant shall have the right to terminate the Lease by notice to Landlord on or before November 15, 2001, whereupon this Lease shall terminate and no party shall have any rights, liabilities or obligations with respect to the Building. Landlord agrees to proceed with due diligence to construct the Building in accordance with the Work Letter attached as Exhibit "D" to this Lease. Landlord shall deliver the initial floor of constructing and installing such improvementsthe Building to Tenant on or before June 1, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental2003, subject to Landlord's approval. Force Majeure (as defined in Section 45 of the Lease) and the Tenant Delay (as defined in the Work Letter), which shall be responsible the Commencement Date for all additional rental resulting from such additional work, including architectural and engineering chargesthe Building. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the The targeted Commencement Dates for completion of such construction and installation is delayed for any other reason attributable to the Building shall be as set forth in Special Stipulation 2(b), but in the event of Tenant including its failure to pay for Delay as defined in Section 6 of the same as provided in Paragraph 4(d) hereofWork Letter, the Commencement Date shall not be delayed or postponed as a result thereof and Dates for the Commencement Date Building shall be the date which Landlord determines that construction of the Demised Premises Tenant Improvements would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements pursuant to the Demised Premises over Work Letter and above a certificate of occupancy would have been issued by Fulton County had not such Tenant Delay occurred. See Special Stipula▇▇▇▇ ▇(b). Notwithstanding anything to the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after contrary contained herein, in the approval of Tenant's plans and specifications by event the Landlord and does not comply with the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to targeted Commencement Dates for the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use various portions of the Demised PremisesBuilding as specified in Special Stipulation 2(b) for reasons other than either or both of Tenant Delay (as defined below) or Force Majeure (as defined below) then for such portion of the Building as is not so completed, and then Tenant shall accept receive two (2) days of abated Base Rental for such portion of the same upon notice from Landlord that Building for each day by which such improvements have been so completed. If any dispute shall arise as portion of the Building is completed after such targeted Commencement Date, unless due to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached RiderTenant Delay or Force Majeure.

Completion of Improvements. See attached Rider. (a) 4.1 Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord shall complete the floor(s) on which the Demised Premises are located and reasonable means of ingress and egress to Demised Premises, and shall construct or install in the Demised Demises Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider provisions of Exhibit ?B? hereto and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). such letter agreement, of even date herewith, if any, provided that Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed construct or install in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord all improvements and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans work required and specifications for such improvements. Tenant shall immediately cause such plans and specifications not to be revised in order performed by Landlord pursuant to comply with Landlord's comments to Exhibit "B" hereto and such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contraryletter agreement, if Tenant shall request any changes or modification to the plans any, all as more particularly set forth on Exhibit ?B? hereto and specifications after the approval thereof by Landlordsuch letter agreement., or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenantany. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has been issued a temporary Certificate of Occupancy which shall allow Tenant to take possession of the Demised Premises and operate its business therein substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completedcompleted and Tenant shall commence Tenant's work upon, and not before, the receipt of such notice. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business improvements, a certificate furnished by Landlord's architect certifying the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached RiderIn the performance of Tenant's work, Tenant shall engage the services of such licensed contractor(s) who will work in harmony with Landlord's contractors and the contractors employed by the other Tenants so that there shall be no labor disputes which would interfere with the operation, construction and completion of the Building. 4.2 Tenant agrees, at Tenant's sole cost and expense, to furnish to Landlord its design drawings, working drawings and specifications with respect to the Demised Premises on or before ______________________, for Landlord's prior written approval. if such drawings and specifications are not timely furnished to Landlord, then Landlord may, at its option, in addition to any and all other remedies provided in this lease, on not less than five (50 days' notice to Tenant, declare this Lease null and void and of no further force or effect, in which event this Lease shall cease, but Tenant shall remain liable for all obligations arising during the original stated term as provided in this Lease. If Landlord does not elect to terminate as aforesaid, but if such delay in delivery by Tenant causes Landlord to complete construction of improvements to the Demised Premises after the Anticipated Lease Commencement Date, then notwithstanding such delay the term of this Lease shall be deemed to have commenced on the Anticipated Lease Commencement Date. 4.3 Approval of Tenant's plans, drawings, and specifications by Landlord shall not constitute the assumption of any reasonability by Landlord of Landlord's architect for their accuracy, efficiency or sufficiency, and Tenant shall be solely responsible for such matters.

Completion of Improvements. See attached Rider. If for any reason or under any contingency (ai) Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord Borrower shall construct or install in the Demised Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such abandon construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans Improvements (as defined in the attached Rider and Exhibit "C" heretoLoan Agreement), Tenant will be responsible for all architectural (ii) Borrower shall fail to complete the Improvements within the maximum construction time and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises manner provided in, and in addition to or in lieu accordance with the terms of, the Loan Agreement, and pay all costs thereof, (iii) Lender takes possession of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days encumbered property prior to the Anticipated Commencement Datecompletion of the Improvements by reason of any default of Borrower under any Loan Document, complete plans or, (iv) the right of Borrower to receive any other or further disbursements or advances under any Loan Document shall be terminated in accordance with the terms thereof, then, in any such event, Guarantor shall assume all responsibility for the completion of the Improvements in accordance with the provisions of the Loan Documents and, at Guarantor's own cost and specifications for such improvements. Tenant expense (except that Guarantor shall immediately cause such plans and specifications have the right to be revised receive the undisbursed portion of the Loan in order to comply assist Guarantor in performing Guarantor's obligations hereunder, provided that such funds shall be disbursed by Lender to Guarantor in accordance with Landlord's comments the provisions of the Loan Agreement), shall cause the Improvements to such plans be fully completed in accordance with the provisions of the Loan Agreement and specifications. Upon approval within the maximum construction time specified in the Loan Agreement, shall pay all costs and expenses in connection with the construction of the Improvements, and shall indemnify and hold Lender harmless from and against any and all loss, cost, liability or expense which Lender may suffer by reason of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering chargesevent. Notwithstanding anything herein contained the above, Lender, at Lender's sole option, shall have the right to complete the contrary, if Tenant shall request any Improvements with such changes or modification to modifications in the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials therefor which are not readily available or require long lead time, or if Lender reasonably deems necessary for the completion of the Improvements, and expend such construction sums as Lender deems proper in order so to complete the Improvements. The amount of any and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date all expenditures made by Lender shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Dateimmediately due and payable by Guarantor to Lender. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. Landlord, through its general contractor (a“Contractor”), shall furnish and install within the Suite 1610 Expansion Space and the Suite 1500 Expansion Space those items of general construction, shown on the final Plans and Specifications (as hereinafter defined) Except as provided in Section 3.2 hereof, prior approved by Landlord and Tenant pursuant to the Anticipated Commencement DateSchedule of Approvals below, Landlord shall construct or install in compliance with all applicable codes and regulations, and complete any construction required in the Demised Premises Common Areas of the improvements Building when such construction is required by or arises out of completion of the Improvements (collectively the “Improvements”). This work letter shall govern the installation of the Improvements in both the Suite 1610 Expansion Space and the Suite 1500 Expansion Space, provided that it is understood and agreed by Landlord and Tenant that the Improvements in each space shall be constructed at different times. All references to the defined term “Premises” herein shall mean and refer to the Suite 1610 Expansion Space and the Suite 1500 Expansion Space and the definition of Improvements shall mean and refer to the Improvements to be constructed in each particular space. The definition of Improvements shall include all costs associated with completing the Tenant Improvements, including but not limited to, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees, plan check and permit costs, and document development and/or reproduction. The Space Plan and the Plans and Specifications (each as defined in Section 3 of this Exhibit B) shall be subject to Landlord’s prior review and approval, which approval shall not be unreasonably withheld, conditioned or installed by delayed. Without limiting Landlord’s discretion to reasonably withhold its approval, Tenant agrees that it shall be reasonable for Landlord pursuant to withhold its approval of any aspect of Tenant’s Space Plan or Plans and Specifications (or, in either case, any proposed changes thereto) which (i) adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants, (ii) would violate any governmental laws, rules or ordinances; (iii) would require any changes to the attached Rider base, shell and Exhibit "C" hereto core of the Building, and/or (hereinafter referred to as iv) are inconsistent with the "Standard Improvements")standards of first class office buildings in the vicinity of the Building. Landlord shall not be required to incur overtime provide a written statement of any disapproval of any Space Plan or Plans and Specifications stating the reasons for Landlord’s disapproval. Tenant acknowledges and agrees that any change in the scope of work or details of construction after Tenant’s approval of the Plans and Specifications shall constitute a “Change Order”, the costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, which Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion pay pursuant to this Exhibit B. To the extent the Change Order delays construction of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications fails to approve or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the Change Order upon submission of the costs to TenantChange Order, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified the same shall be a Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by TenantDelay. In Contractor shall have no event shall Landlord be required obligation to commence or continue work on the Improvements until Tenant pays for such work if Tenant defaults Change Order provided that Contractor may elect, in its reasonable discretion, to continue work (without waiving Landlord’s right to receive payment and Tenant’s obligation to make the payments herein required. (epay) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only with respect to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Ridersubject Change Order.

Completion of Improvements. See attached Rider. (a) Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord shall complete the floor(s) on which the Demised Premises are located and shall construct or install in the Demised Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto to(4) (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February November 1, 20021997. Within five (5) days after Landlord's submission of working drawingsdrawings (5), Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion completion(6) of the Approved Plans plans and specifications for the Standard Improvements and/or any additional improvements required by Tenant (hereinafter referred to as defined in the attached Rider and Exhibit "C" heretoTenant's Plan"), Tenant will be responsible for all (7) architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvementsimprovements provided for in Tenant's Plans, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days days' prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately shall(8) cause such plans and specifications to be revised in order to comply with Landlord's (7) comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental costs (9) Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rentalcosts, subject to Landlord's approval. Tenant shall be responsible for all additional rental costs resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Rider.

Completion of Improvements. See attached Rider. Before the commencement of the Lease Term, -------------------------- Landlord will substantially complete the construction of the Building (aif not substantially completed as of the execution hereof) Except to the stage that the Building is operable for Tenant's purposes, which shall be defined as occurring when Tenant's entrance to the Leased Premises are substantially completed and the heating and air-conditioning system (as required for the season and then prevailing climate) and all other mechanical systems required for service to the Leased Premises are in regular operation. The Building shall be compliant with all applicable state, federal and local laws in effect on the date that the certificate of occupancy for the Building is issued, including, without limitation, the ADA. The Leased Premises shall be deemed to be substantially completed ("Substantially Completed" or "Substantial Completion") when (i) all work specified to be done in the Final Plans, has been substantially completed as determined by Landlord except for minor items of finishing and construction of a nature which are not necessary to make the Leased Premises reasonably tenantable for Tenant's use as stated herein and (ii) a certificate of occupancy has been issued. All punch list items shall be completed by Landlord within thirty (30) days following the date of Substantial Completion, subject only to force majeure (as hereinafter defined). If Tenant makes any changes to the Final Plans and Landlord advises Tenant at the time of the proposed change that such changes would cause a delay in the Commencement Date, then, if such delay should occur, in addition to the costs Tenant shall pay for any costs to Landlord as provided in Section 3.2 8 hereof, Tenant shall commence to pay rent on the Rent Commencement Date that would have been in effect had the changes of Tenant not affected the Commencement Date. Landlord shall have the Leased Premises Substantially Completed by the Scheduled Commencement Date, except for delays due to governmental regulation, unusual scarcity of or inability to obtain labor or materials, labor difficulties, unusual delays in the procurement or issuance of permits, casualty to the Building or Acts of God (such casualty or Acts herein referred to as "force majeure"), any of which shall extend the Scheduled Commencement Date for a period equal to the total of the duration of each such delay. In the event any delay of the Scheduled Commencement Date is caused by factors other than force majeure, Tenant shall be entitled to one (1) day of free rent for each period of three (3) days the Scheduled Commencement Date is delayed beyond June 1, 1999.. If the Leased Premises is not Substantially Completed within three (3) months following the Scheduled Commencement Date, as the same may be extended in accordance herewith, Tenant, as Tenant's sole right thereby arising, may terminate this Lease by written notice to Landlord given within fifteen (15) days thereafter provided that the Lease Term shall not have commenced prior to the Anticipated Commencement Dategiving of such notice to Tenant, this Lease to terminate in such case upon Landlord's receipt of such notice, whereupon Landlord shall return all Rent and other monies paid by Tenant to Landlord in advance, except as hereinafter stated, and all further obligations of the parties hereunder shall end. It is understood that in the event of such termination by Tenant, Landlord shall construct have no responsibility to reimburse Tenant for any cost or install in the Demised Premises the improvements to be constructed or installed by Landlord pursuant to the attached Rider and Exhibit "C" hereto (hereinafter referred to expenses as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. See attached Rider. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than February 1, 2002. Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the Approved Plans (as defined in the attached Rider and Exhibit "C" hereto), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the Standard Improvements, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the additional rental attributable to the cost of constructing and installing such improvements, and upon approval of such additional rental Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in order to reduce such additional rental, subject to Landlord's approval. Tenant shall be responsible for all additional rental resulting from such additional work, including architectural and engineering charges. Notwithstanding anything herein contained to have directly or indirectly incurred toward this leasing or the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Paragraph 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half of such amount within ten (6)days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, (ii) one-quarter of such amount within (10)(6) days after Landlord has notified Tenant that such work is fifty percent (50%) completed and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work if Tenant defaults in its obligation to make the payments herein required. (e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Leased Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as whether with respect to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying --------------------------- 5 Landlord 6 business the date arranging for or termination of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. See attached Riderarrangements for other space.