ten percent Uses in AUDIT PROCEDURES Clause

AUDIT PROCEDURES from Lease

THIS OFFICE LEASE (this "Lease") is made and entered into as of the 28th day of December, 2009 by and between SMIII WOODBRIDGE PLAZA, LLC, a Delaware limited liability company (hereinafter referred to as "Landlord"), and CAREADVANTAGE, INC., a Delaware corporation (hereinafter referred to as "Tenant").

AUDIT PROCEDURES. If Tenant notifies Landlord within such thirty (30) day period that Tenant disputes any specific item or items in any Landlord's Expense Statement, Landlord's Utility Expense Statement or Landlord's Tax Statement, as the case may be, and such dispute is not resolved between Landlord and Tenant within thirty (30) days after the date such notice is given by Tenant, either party, during the fifteen (15) day period following the expiration of the thirty (30) day period commencing on the date such notice is given, may refer such disputed item or items for determination to an independent certified public accountant selected by such party and approved by the other party, which approval shall not be withheld unreasonably, and the determination of such accountant shall be final, conclusive and binding upon Landlord and Tenant. If Tenant's examination, as finally determined, shows that any amount(s) paid by Tenant to Landlord on account of any specific item or items in any Landlord's Expense Statement, Landlord's Utility Expense Statement or Landlord's Tax Statement, as the case may be, exceed the amount(s) to which Landlord is entitled hereunder, then provided Tenant is not in default under any provision of this Lease, Landlord shall, at Landlord's option, either credit such excess toward Tenant's next monthly payment(s) of Tax Adjustments, Expense Adjustments and Utility Expense Adjustments due hereunder, or promptly refund such excess to Tenant. If Tenant's examination reveals that Tenant's actual liability exceeds the amounts paid by Tenant to Landlord on account of Taxes, Expenses and Utility Expenses then Tenant shall pay the deficiency as additional rent, together with the delivery to Landlord of the detailed report of Tenant's examination, as aforesaid. If Tenant does not timely notify Landlord in writing of any objection to any Landlord's Expense Statement, Landlord's Utility Expense Statement or Landlord's Tax Statement, as the case may be, and thereafter completes Tenant's examination within ninety (90) days after receipt of the Landlord's Expense Statement, Landlord's Utility Expense Statement or Landlord's Tax Statement, as the case may be, TIME BEING OF THE ESSENCE, then Tenant shall be deemed to have waived any and all objections it may have with respect to Taxes, Expenses and Utility Expenses for the preceding calendar year (and/or Adjustment Year) or the Landlord's Expense Statement, Landlord's Utility Expense Statement or Landlord's Tax Statement, as the case may be, pertaining thereto. Tenant agrees to pay all costs involved in such determination, except in the case of a Tax Adjustment, Expense Adjustment and Utility Expense Adjustment for any Adjustment Year where it is determined that Landlord has overcharged Tenant for a Tax Adjustment, Expense Adjustment and Utility Expense Adjustment for such Adjustment Year by more than ten percent (10%), in which case Landlord shall pay such reasonable out-of-pocket costs.