LEARNING TREE INTERNATIONAL INC (Form: 10-Q, Received: 02/13/2006 16:26:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2005

Commission File Number: 0-27248

Learning Tree International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

95-3133814

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

400 North Continental Boulevard,

Suite 200, El Segundo, CA

90245

(Address of principal executive offices)

(Zip Code)

310-417-9700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filed. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). ¨ Yes x No

The number of shares of common stock, $.0001 par value, outstanding as of January 31, 2006 was 16,662,335.

LEARNING TREE INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended December 30, 2005

TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Condensed Consolidated Balance Sheets as of December 30, 2005 (unaudited) and September 30, 2005	2
	Condensed Consolidated Statements of Operations for the three months ended December 30, 2005 and December 31, 2004 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended December 30, 2005 and December 31, 2004 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Submission of Matters to a Vote of Security Holders	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

SIGNATURES		23

EXHIBIT INDEX		24

PART I – FINANCIAL INFORMATION

Item 1. UNAUDITED FINANCIAL STATEMENTS

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	December 30, 2005		September 30, 2005
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	58,076	$	56,736
Available for sale securities		19,300		18,555
Trade accounts receivable, net		13,853		15,568
Prepaid expenses and other current assets		6,823		7,115
Income tax receivable		626		682
Deferred income taxes		281		281

Total current assets		98,959		98,937

Equipment, property and leasehold improvements, net		20,385		20,682
Capitalized ERP software and other intangibles, net		938		1,001
Long-term interest-bearing investments		8,621		8,772
Other assets		2,809		2,586

Total Assets	$	131,712	$	131,978

LIABILITIES
Current Liabilities:
Trade accounts payable	$	9,648	$	11,913
Other accrued liabilities		5,238		6,135
Income taxes payable		1,095		1,016
Deferred revenues		44,163		44,956

Total current liabilities		60,144		64,020

Deferred facilities rent		3,481		2,491
Deferred income taxes		1,074		788
Asset retirement obligations		3,684		3,670

Total Liabilities		68,383		70,969

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY
Common stock, $.0001 par value; 75,000,000 shares authorized; 16,662,335 issued and outstanding at December 30, 2005and September 30, 2005, respectively		2		2
Additional paid-in capital		7		7
Accumulated other comprehensive income		293		488
Retained earnings		63,026		60,512

Total stockholders’ equity		63,329		61,009

Total liabilities and stockholders’ equity	$	131,712	$	131,978

The accompanying notes are an integral part of these consolidated financial statements.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share data)


	Three months ended
	December 30, 2005			December 31, 2004
				(restated)
REVENUES	$	39,806		$	39,762

COST OF REVENUES		18,954			18,842

GROSS PROFIT		20,852			20,920

OPERATING EXPENSES:
Course development		2,298			1,805
Sales and marketing		9,341			9,788
General and administrative		6,255			6,750

		17,894			18,343

INCOME FROM OPERATIONS		2,958			2,577

OTHER INCOME (EXPENSE)
Interest income		738			508
Other income (expense)		(26	)		11
Foreign exchange losses		(53	)		(44	)

OTHER INCOME, NET		659			475

INCOME BEFORE INCOME TAXES		3,617			3,052
INCOME TAX PROVISION		1,374			2,165

NET INCOME	$	2,243		$	887

EARNINGS PER SHARE
Basic	$	0.13		$	0.05

Diluted	$	0.13		$	0.05

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		16,662			16,982

Diluted		16,720			16,999


COMPREHENSIVE INCOME:
NET INCOME	$	2,243		$	887
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		(195	)		1,185

COMPREHENSIVE INCOME	$	2,048		$	2,072

The accompanying notes are an integral part of these consolidated financial statements.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

(in thousands)


	Three months ended
	December 30, 2005			December 31, 2004
				(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,243		$	887
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization		1,729			1,713
Stock compensation expense		272			—
Tax benefit of stock options		68			—
Accretion on asset retirement obligations		61			54
Deferred income taxes		374			78
Gain (loss) on disposals of fixed assets		14			(4	)
Unrealized foreign exchange gains (losses)		53			(219	)
Provision for sublease		(442	)		423
Changes in operating assets and liabilities:
Trade accounts receivable		1,547			123
Prepaid expenses and other assets		(167	)		(1,344	)
Income taxes		132			2,142
Trade accounts payable and other liabilities		(2,982	)		(1,987	)
Deferred facilities rent		1,432			(132	)
Deferred revenues		(465	)		(1,983	)

Net cash provided by (used in) operating activities		3,869			(249	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale securities		(1,800	)		(11,000	)
Sales of available for sale securities		1,055			1,470
Purchases of fixed assets		(1,526	)		(1,940	)
Sales of fixed assets		6			8

Net cash used in investing activities		(2,265	)		(11,462	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments to acquire common stock		—			(603	)

Net cash provided by (used in) financing activities		—			(603	)

Effect of exchange rate changes on cash and cash equivalents		(264	)		1,689

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,340			(10,625	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		56,736			70,913

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	58,076		$	60,288

The accompanying notes are an integral part of these consolidated financial statements.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

(in thousands, except per share data)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements of Learning Tree International, Inc. and its subsidiaries (“Learning Tree”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for quarterly reports on Form 10-Q and, therefore, omit or condense certain note disclosures and other information required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended September 30, 2005 included in Learning Tree’s Annual Report on Form 10-K.

Learning Tree uses the 52/53-week fiscal year method to better align its external financial reporting with the way Learning Tree operates its business. Under this method, each fiscal quarter ends on the Friday closest to the end of the calendar quarter.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are only of a normal recurring nature, considered necessary to present fairly Learning Tree’s financial position as of December 30, 2005 and its results of operations for the three months ended December 30, 2005 and December 31, 2004, and its cash flows for the three months ended December 30, 2005 and December 31, 2004. Certain prior period amounts have been reclassified to conform to the current period presentation.

NOTE 2 – RESTATEMENT OF FINANCIAL STATEMENTS

Learning Tree restated its previously issued consolidated financial statements as of and for the years ended September 30, 2001 through October 1, 2004, for each of the quarterly periods in fiscal year 2004 and the first three quarters of fiscal year 2005. The restatements are discussed in detail in Learning Tree’s Annual Report on Form 10-K for the year ended September 30, 2005. The restatement for the three months ended December 31, 2004 included restatements for: (i) income tax accounting; (ii) expenses for increased depreciation and interest accretion expense; (iii) correction of adjustments to lease expense not recorded in the proper period; and (iv) other accounting errors primarily relating to the corrections to accounting estimates and accruals originally recorded in the incorrect quarter. As part of the restatement, Learning Tree corrected its historical presentation of cash and cash equivalents to exclude municipal auction rate securities, which are now classified as available for sale securities.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

A summary of the aggregate effects of these restatements on Learning Tree’s consolidated statements of operations is shown below:


	For the three months ended
	December 31, 2004
	As Reported		As Restated
Cost of revenues	$	18,824	$	18,842
Gross profit	$	20,938	$	20,920
General and administrative expenses	$	6,608	$	6,750
Income from operations	$	2,737	$	2,577
Income tax provision	$	1,070	$	2,165
Net income	$	2,142	$	887
Earnings per share basic and diluted	$	0.13	$	0.05

Learning Tree also restated the pro forma stock-based compensation table as set forth in Note 3 to reflect revised assumptions for expected life, expected volatility and risk-free interest rates, as well as to record forfeitures as they occur. These revisions resulted in a change in the deduction for stock-based employee compensation expense determined under the fair value based method, net of related tax effects from $247 to $316.

NOTE 3 – STOCK-BASED COMPENSATION

SFAS No. 123 (Revised 2004), Share Based Payment (“FAS 123R”), is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (“FAS 123”). FAS 123R supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and its related Interpretations. Generally, the approach to accounting in FAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations based on the grant-date fair value of the award. Learning Tree adopted FAS 123R as of October 1, 2005.

At December 30, 2005, Learning Tree has one share-based compensation plan, the 1999 Stock Option Plan (the “1999 Plan”), which was approved by its stockholders. The 1999 plan is administered by the Compensation and Stock Option Committee of Learning Tree’s Board of Directors. The 1999 Plan permits the grant of options to Learning Tree employees, officers, directors and non-employee instructors up to 3,964 shares of common stock. Option awards are granted with an exercise price equal to the market price of Learning Tree’s stock at the date of grant; those option awards generally vest over four years at 25% per year on each anniversary date and have five year contractual terms. However, the exercise price, vesting schedule and period required for full exercisability of the options is at the discretion of the Compensation and Stock Option Committee. Learning Tree recognizes compensation cost for these graded vesting awards on a straight-line basis over the requisite service period for the entire award, which is equal to the vesting period. Learning Tree has a policy of issuing new shares of common stock to satisfy share option exercises.

Prior to October 1, 2005, Learning Tree accounted for its stock option plans under the recognition and measurement provisions of APB 25, as permitted by FAS 123. Effective October 1, 2005, Learning Tree adopted the fair value recognition provisions of FAS 123R using the modified prospective transition

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

method. Under that transition method, compensation cost recognized in the first quarter of fiscal year 2006 includes (a) compensation costs for all stock options granted prior to, but not yet vested as of, October 1, 2005 based on the grant-date fair value estimated in accordance with the provisions of FAS 123, and (b) compensation costs for all stock options granted subsequent to October 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of FAS 123R. As prescribed under the modified prospective transition method, results for prior periods have not been restated for the adoption of FAS 123R.

As a result of adopting FAS 123R on October 1, 2005, Learning Tree’s income from operations and income before income taxes decreased $272 and net income decreased $204 for the three months ended December 30, 2005. Basic and diluted earnings per share for the three months ended December 30, 2005 decreased $0.01 per share as a result of the adoption of FAS 123R. Prior to October 1, 2005, Learning Tree presented all tax benefits of stock option exercises as financing cash flows; therefore, the implementation of FAS 123R did not affect cash flows.

The following table illustrates the effect on net income and earnings per share as if Learning Tree had applied the fair value recognition provisions of FAS 123 to options granted under Learning Tree’s stock option plan for the three months ended December 31, 2004. For purposes of this pro forma disclosure, the value of the options is estimated using a Black-Scholes-Merton option-pricing formula and amortized to expense over the options’ vesting periods.


	(restated)
	Three months ended December 31, 2004
Net income, as reported	$	887
Less: stock-based employee compensation expensedetermined under fair value based method, net of related tax		(316	)

Net income, pro forma	$	571

Earnings per share basic and diluted, as reported	$	0.05

Earnings per share basic and diluted, pro forma	$	0.03

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option-pricing formula that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of Learning Tree’s stock. Learning Tree uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options represents the period of time that options granted are expected to be outstanding and has been determined based on an analysis of historical exercise behavior. The risk-free interest rate assumption is an average of the three- and five-year U.S. Treasury rates at the date of the grant which most closely resembles Learning Tree’s four year expected life of the option.


	Three months ended December 30, 2005
Expected volatility	34.3	%
Expected dividends	—
Expected term (in years)	4
Risk-free rate	4.5	%

A summary of option activity under the 1999 Plan as of December 30, 2005, and changes in the period then ended is presented below:


Options	Shares		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at October 1, 2005	1,375		$	18.24
Granted	100		$	14.01
Exercised	—			n/a
Expired	(22	)	$	44.50
Forfeited	(26	)	$	17.57
Outstanding at December 30, 2005	1,427		$	17.53	1.7 years	$	6,709


Exercisable at December 30, 2005	727		$	21.03	1.7 years	$	5,960

The weighted average grant-date fair value of options granted during the three months ended December 30, 2005 was $4.73. There were no options granted during the three months ended December 31, 2004. There were no options exercised during the three months ended December 30, 2005 or December 31, 2004.

Stock-based compensation expense related to employee stock options of $272 was included in cost of revenues and operating expenses consistent with the respective employee salary costs during the three months ended December 30, 2005. There was no stock-based compensation expense related to employee stock options recognized during the three months ended December 31, 2004. As stock-based compensation expense recognized in the consolidated statement of operations for the first quarter of fiscal year 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures as required by FAS 123R. In Learning Tree’s pro forma information required under FAS 123 for the period prior to fiscal year 2006, Learning Tree accounted for its forfeitures as they occurred.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

The total income tax benefit recognized in the statement of operations for stock options was $68 for the three months ended December 30, 2005. There was no income tax benefit recognized during the three months ended December 31, 2004. As of December 30, 2005, there was $2,268 of total unrecognized compensation costs related to nonvested stock options granted under the 1999 Plan. That cost is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of shares vested during the three months ended December 30, 2005 and December 31, 2004 was $312 and $520, respectively. No cash was received from option exercises during the three months ended December 30, 2005 or December 31, 2004.

NOTE 4 – ASSET RETIREMENT OBLIGATIONS

Learning Tree accounts for asset retirement obligation (“ARO”) liabilities in accordance with SFAS No. 143, Accounting for Asset Retirement Obligations (“FAS 143”). Learning Tree also considered the guidance in FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations . The following table presents the activity for the ARO liabilities, which are primarily related to the restoration of classroom facilities in Learning Tree’s education centers:


	Quarter ended December 30, 2005
ARO balance, beginning of period	$	3,670
Liabilities incurred		8
Accretion expense		61
Foreign currency translation		(55	)

ARO balance, end of period	$	3,684

NOTE 5 – STOCKHOLDERS’ EQUITY

Learning Tree did not purchase any shares of common stock during the three months ended December 30, 2005. During the three months ended December 31, 2004, Learning Tree purchased 46 shares of its common stock at a cost of $603. Upon purchases of its common stock, Learning Tree retires the shares. Learning Tree may make additional purchases through open-market transactions, but has no commitments to do so.

NOTE 6 – EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include equivalents, when their effect is dilutive.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

Approximately 982 and 1,541 stock options were excluded from the computations of diluted net earnings per share for the three months ended December 30, 2005 and December 31, 2004, respectively, as their exercise price was higher than Learning Tree’s average stock price. The computations for basic and diluted earnings per share are as follows:


	Three months ended
	December 30, 2005		December 31, 2004
			(restated)
Numerator:
Net income	$	2,243	$	887

Denominator:
Weighted average shares outstanding
Basic		16,662		16,982
Effect of dilutive securities		58		17

Diluted		16,720		16,999

Net earnings per share basic and diluted	$	0.13	$	0.05

NOTE 7 – INCOME TAXES

The income tax provision used in the first quarter of fiscal year 2006 reflects a 38.0% effective annual tax rate, which approximates Learning Tree’s expected fiscal year 2006 full year effective tax rate, which takes into consideration all projected permanent differences. The income tax provision used in the first quarter of fiscal year 2005, as restated, reflects a 70.9% effective tax rate related mainly to the effects of foreign taxes and tax credits resulting from the taxes in a number of foreign countries. The decrease in the effective tax rate in the first quarter of fiscal year 2006 was principally due to the increase in the expected amount of pre-tax income for fiscal year 2006 compared to the prior year.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Purchase Commitments

Learning Tree signed certain service agreements with terms of up to two years with a vendor to obtain favorable pricing and commercial terms for printing services that are necessary for the ongoing operation of its business. Under the terms of these agreements, Learning Tree has committed to contractually specified production runs of catalogs over the contractual periods. The contractual estimated

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-continued

Unaudited

(in thousands, except per share data)

minimums are: fiscal year 2006 - $7,227 and fiscal year 2007 - $4,489. Amounts paid under these agreements were $5,190 in fiscal year 2004 and $6,132 in fiscal year 2005. To the extent that Learning Tree does not purchase the contractual minimum amount of services, Learning Tree must pay the vendor the shortfall. Learning Tree expects to meet the contractual minimums through its normal course of business.

Employment Agreements

Learning Tree has employment agreements with four key executive employees to provide for the continuity of management. These agreements provide for payments of as much as six months of base salary upon termination of employment in a manner that is believed to be consistent with comparable companies. Learning Tree does not believe it is presently probable that any of the executives will be terminated. Accordingly, no accrual for severance has been recorded. If information becomes known to Learning Tree at a later date which indicates severance of one or more of the covered executives is probable, accruals for severance will be required.

Guarantees

Financial Accounting Standards Board Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others , (“FIN 45”) requires disclosure by a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees and indemnifications. Learning Tree International, Inc. occasionally provides guarantees for operating leases of its subsidiaries that could obligate it to make future payments if the primary entity fails to perform under its contractual obligations. The guaranteed leases have various expiration dates that extend through fiscal year 2012. The remaining maximum obligations under these leases as of December 30, 2005 totaled approximately $7.6 million. Learning Tree International, Inc. has no recourse as guarantor in case of default.

Contingencies

Currently, and from time to time, Learning Tree is involved in litigation incidental to the conduct of its business. As of December 30, 2005, Learning Tree is not a party to any lawsuit or proceeding that, in the opinion of management, is likely to have a material adverse effect on its financial position or results of operations.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, our unaudited condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q and our consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended September 30, 2005. We use the terms “Learning Tree,” “we,” “our,” and “us” to refer to Learning Tree International, Inc. and its subsidiaries.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical statements, the matters addressed in the discussion which follows are forward-looking statements. Words such as “expect,” “plan,” “believe,” “anticipate,” and similar expressions are intended to identify these forward-looking statements. Please do not put undue reliance on these forward-looking statements, since they are based on our current expectations, estimates, forecasts and projections. Although we believe that our assumptions are reasonable, they are subject to risks and uncertainties that are difficult to predict and inevitably some will prove to be incorrect. As a result, actual future results may differ materially from those expressed or projected in the discussion that follows. We are not undertaking any obligation to update forward-looking statements.

RESTATEMENTS

As more fully described in Note 2 of the accompanying unaudited condensed consolidated condensed financial statements in Item 1 of this Quarterly Report on Form 10-Q, we restated certain of our previously issued consolidated financial statements, including those for the three months ended December 30, 2004. The restatement for the three months ended December 31, 2004 primarily relates to the correction of accounting for income taxes, leases and asset retirement obligations, and municipal auction rate securities. Except as otherwise specified, the following discussion and analysis of results of operations and financial condition are based upon such restated financial data.

The impact of these restatements for the three months ended December 31, 2004 was to reduce net income from $2.1 million to $0.9 million and to reduce earnings per share from $0.13 to $0.05. Our financial statements also reflect the presentation of auction rate securities as available for sale securities rather than as cash and cash equivalents. Accordingly, we have included the purchases and sales of these securities within the investing section of the statement of cash flows, resulting in increased cash flows used in investing activities for the three months ended December 31, 2004 of $9.6 million.

OVERVIEW

Learning Tree is a leading worldwide vendor-independent provider of training to information technology (“IT”) professionals and managers working in business and government organizations. Since our founding in 1974, we have set the highest standards of excellence in educating and training IT professionals and managers from government and commercial customers from around the world.

We offer a broad, proprietary library of intensive instructor-led courses from two to five days in length, comprising 145 different course titles representing over 3,500 hours of training. Our courses focus on web development, operating systems, programming languages, databases, computer networks,

computer and network security, wireless technologies, open source applications, project management, leadership and professional development. During fiscal year 2005, we expanded our management course offerings to 32 titles in order to meet demands for these courses from both our technical and non-technical customer managers. During the first quarter of our 2006 fiscal year, we released five new IT courses and retired one course. Our IT courses now comprise approximately 78% of our course library. We plan to continue to develop additional management course titles and increase our marketing budget for our management courses.

We use a well-defined, systematic approach in developing and updating our course library to provide training that is immediately relevant to course participants working in a broad range of applications and industries. Our course development process also allows us to customize our curriculum for delivery at customer sites. Our IT courses are designed to provide participants an unbiased perspective of software and hardware products with the ability to compare and integrate multiple platforms and technologies from various vendors in a single course. Our management courses, while addressing core concepts and theory, focus heavily on providing skills, tools, and techniques participants can apply immediately upon returning to their jobs.

Learning Tree courses are highly interactive. They are translated into French, Swedish and Japanese. Based on their sophistication and quality, all of our courses are recommended for one to two semester hours of college credit by the American Council on Education. We are a trusted CPE provider of the International Information Systems Security Certification Consortium (ISC) ^2. In addition, Learning Tree is on the National Association of State Boards of Accountancy National Registry of CPE sponsors and is a Registered Education Provider of the Project Management Institute (PMI).

Learning Tree instructors are not full time employees; rather, they are practicing professionals who apply the same IT and management skills they teach in our classrooms as independent consultants or full-time employees elsewhere when they are not teaching. On average, each expert instructor teaches about 11 courses per year on an “as needed” basis. This enables us to structure our business so the majority of course delivery costs are variable. However, the expenses associated with the 15 worldwide education centers we maintain for the presentation of our courses are largely fixed. We offer our proprietary courses through local operations in the United States, United Kingdom, France, Canada, Sweden and Japan. Each of our subsidiaries is staffed by local nationals responsible for the sale and delivery of courses in that country. In addition to the delivery of our courses in our state-of-the-art education centers, our infrastructure and logistical capabilities allow us to coordinate, plan and deliver our courses at hotels, conference facilities and customer sites worldwide.

Learning Tree continues our tradition of excellence today by improving our core strengths: expert instructors, proprietary content library, state-of-the-art classrooms and worldwide course delivery systems. We believe that quality and customer satisfaction remain the underlying driving forces for our long-term success.

As discussed in more detail throughout our MD&A, for the three months ended December 30, 2005:

•

Our revenues of $39.8 million were approximately equal to revenues from the same period last year;

•

Net income increased by $1.4 million from the restated results for the same quarter of our prior fiscal year,

•

Our cash flows from operations were positive and have we have no debt with financial institutions; and

•

The sum of cash and cash equivalents and available for sale securities increased $2.1 million to $77.4 million at December 30, 2005 from their balances last quarter.

RESULTS OF OPERATIONS

The following table summarizes Learning Tree’s consolidated statements of operations for the periods indicated expressed as a percentage of revenues:


	Three months ended
	December 30, 2005		December 31, 2004
			(restated)
Revenues	100.0	%	100.0	%
Cost of revenues	47.6		47.4

Gross Profit	52.4		52.6
Operating expenses:
Course development	5.8		4.5
Sales and marketing	23.5		24.6
General and administrative	15.8		17.0

Total operating expenses	45.1		46.1

Income from operations	7.3		6.5
Other income, net	1.7		1.2

Income before income taxes	9.0		7.7
Income tax provision	3.4		5.5

Net income	5.6	%	2.2	%

THREE MONTHS ENDED DECEMBER 30, 2005 COMPARED WITH DECEMBER 31, 2004

Revenues. From quarter to quarter, Learning Tree’s revenues have historically fluctuated. The fluctuations may be caused by many factors, or combinations of factors, including: the frequency of course events; the timing, delivery and response to marketing campaigns; the timing of the introduction of new course titles; our ability to attract and retain customers; and currency fluctuations.

Revenues for our first quarter of fiscal 2006 were $39.8 million, approximately the same as revenues for the same quarter a year earlier. Our quarterly revenues in local currencies increase by approximately 3% compared to the same quarter of the prior year; however, this increase was offset by a 3% decrease from the effects of foreign exchange. During the quarter, we trained 24,028 course participants, a 10% increase from the 21,892 participants that were trained in the same quarter last year. During the three months ended December 30, 2005, average revenue per attendee was 9% lower than in the same period of the prior year. The decrease in average revenue per attendee was due primarily to an increase in the proportion of course events held at customer sites and an increase in the proportion of attendees at our management courses, both of which typically have lower average revenue per attendee than IT courses held in our own education centers.

Cost of Revenues. Cost of revenues mainly includes the costs of course instructors, course materials and classroom facilities. Cost of revenues was $19.0 million for our first quarter of fiscal 2006 as compared to $18.8 million from the same period of the prior year. Cost of revenues, as a percent of revenues, increased to 47.6% in the current quarter from 47.4% in the prior year comparable quarter. During the first quarter of fiscal year 2006, we presented 1,953 events, an increase of 12% over the 1,751 events presented during the same period of the prior year.

While average revenue per event decreased approximately 10% from the first quarter of 2005 to the first quarter of 2006, this was offset by an approximate 10% decrease in average cost per event. This offset kept our cost of revenues relatively constant as a percentage of revenues period over period. The decrease in average cost per event primarily reflects lower education center expenses resulting from the increased number of events that were held in the first quarter compared to the prior year, as the fixed component of the cost of revenues was spread over a larger number of events. Additionally, the instructor-related costs also decreased due to shorter courses being offered and a reduction in instructor related costs.

Course Development Expenses . We maintain a disciplined process to develop new courses and update our existing courses. All costs incurred in that process, principally for internal product development staff and for subject matter experts, are expensed when incurred and are included in course development expenses. In general, titles are retired when the profits they generate no longer justify the ongoing cost of marketing them and maintaining their content. Thus, we may or may not develop more titles that we retire in any period.

During our first quarter of fiscal year 2006, course development expenses were $2.3 million, a 27.3% increase over our course development expenses of $1.8 million in the same quarter of our prior year. This increase reflects development work on an increased number of courses compared to the same period in fiscal year 2005. As a percentage of revenues, course development expenses increased to 5.8% for the three months ended December 30, 2005 from 4.5% for the three months ended December 31, 2004. Our library of instructor-led courses numbered 145 titles at the end of the first quarter of fiscal year 2006 compared to 136 titles a year earlier. During the quarter we retired one course and introduced five new titles: SQL Server Programming: Hands-On Skills Upgrade; SQL Server Comprehensive Introduction; SQL Server Database Administration; SQL Server Sever-Side Programming; and Deploying Clusters on Windows Server 2003.

Sales and Marketing Expenses . Sales and marketing expenses include compensation costs and travel-related costs for sales and marketing personnel; the cost of designing, producing and distributing direct mail marketing and media advertisements; and the cost of information systems to support these activities. For our first quarter of fiscal year 2006, sales and marketing expenses were $9.3 million, a 4.6% decrease from sales and marketing expenses of $9.8 million during our first quarter of fiscal year 2005. As a percentage of revenues, sales and marketing expenses decreased to 23.5% during the quarter ended December 31, 2005 from 24.6% during the quarter ended December 30, 2004. The decrease was due primarily to a $0.7 million decrease in marketing costs, partially offset by an increase in sales expenses of $0.3 million due to increased sales staffing compared to the prior period. The decrease in marketing costs reflects a decrease in both the cost per catalog and the number of Learning Tree catalogs mailed during the first quarter of fiscal year 2006 compared to the same quarter of the prior year.

General and Administrative Expenses. General and administrative expenses were $6.3 million during our first quarter of fiscal 2006, a decrease of 7.4% from $6.8 million in the same three months of fiscal 2005. This decrease was primarily a result of reductions in general and administrative costs of $1.4 million, offset by increases of $0.7 million relating to professional services and $0.2 million for the relocation of our Los Angeles education facility. Of the $1.4 million in reduced general and administrative costs, $0.9 million related to a provision for sublease losses in our UK education center during the first quarter of 2005 that we did not have this year; the remainder resulted from reduced personnel expenses of approximately $0.2 million, administrative costs and the effects of foreign exchange.

Other Income (Expense), Net. Other income (expense), net primarily comprises interest income and foreign currency transaction gains and losses. During our first quarter of fiscal 2006, other income (expense), net totaled $0.7 million, an increase of $0.2 million over the same quarter of our prior fiscal year, mainly due to higher interest rates than those in the same quarter of our prior year.

Income Taxes. Our effective tax rate decreased from to 38.0% in our first quarter of fiscal 2006 compared to 70.9% for the same quarter of fiscal 2005, principally due to an expected increase in pre-tax income for fiscal year 2006. The effective tax rate in 2005 was unusually high as a result of the impact of permanent differences, which had a larger percentage impact in 2005 when pre-tax income was significantly lower.

Net Income. Net income for our first quarter of fiscal 2006 increased 153% to $2.2 million from $0.9 million in our first quarter of fiscal 2005. As a percentage of revenues, net income increased to 5.6% during the first quarter from 2.2% during the same quarter of our prior year. The increase is primarily due to a decrease in operating expenses of $0.4 million, an increase in interest income of $0.2 million and a decrease in income taxes of $0.8 million.

FLUCTUATIONS IN QUARTERLY RESULTS

Our quarterly results are affected by many factors including the number of weeks during which courses can be conducted in a quarter, the nature and extent of Learning Tree’s marketing, timing of the introduction of new courses, competitive forces within the markets we serve, the mix of our course events between IT and management and customer site or education center venues, as well as currency fluctuations.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity include cash and cash equivalents on hand as well as available for sale securities, which together totaled $77.4 million at December 30, 2005. During our first quarter of fiscal year 2006, the total of our cash and available for sale securities increased $2.1 million compared to their balances at the end of our 2005 fiscal year.

Cash Flows. Our cash and cash equivalents increased $1.3 million from September 30, 2005 to $58.1 million at December 30, 2005.


	For the Three Months Ended (in millions)						(Decrease) increase
	December 30, 2005			December 31, 2004			(Decrease) increase
Cash provided by (used in) operating activities	$	3.9		$	(0.2	)	$	4.1
Cash used in investing activities	$	(2.3	)	$	(11.5	)	$	(9.2	)
Cash provided by (used in) financing activities	$	—		$	(0.6	)	$	0.6

During our first quarter of fiscal 2006, we generated positive cash flow from operations primarily due to the increase in our net income of $1.3 million and a reduction in accounts receivable of $1.7 million during the quarter as a result of increased collections. These increases were partially offset by a reduction in accounts payable and other accrued liabilities due to the timing of payments to vendors.

Cash used in investing activities during our first quarter of fiscal year 2006 decreased $9.2 million from the same period of the prior year due to fewer purchases of available for sale securities.

During the three months ended December 31, 2005, we did not use any cash for stock re-purchases. In comparison, during the same quarter a year earlier, we purchased 46 thousand shares of our common stock for $0.6 million. We may make additional purchases of common stock through open market transactions, but we have no commitments to do so.

Liquidity. At December 30, 2005 our working capital was $38.8 million, a $3.9 million increase from our working capital balance at September 30, 2005.

Learning Tree does not have any outstanding notes payable or line of credit agreements. We anticipate we will continue to rely primarily on our balance of cash and cash equivalents on hand and cash flows from operations to finance our operating cash needs. We believe that such funds will be sufficient to satisfy our anticipated cash requirements for the foreseeable future.

Capital Requirements. During the three months ended December 30, 2005, we made capital expenditures of $1.5 million for the purchase of equipment.

We have a number of operating leases for our administrative offices and education center classroom facilities located worldwide. These leases expire at various dates over the next 14 years. In addition to requiring monthly payments for rent, some of the leases contain asset retirement provisions whereby we are required to return the leased facility back to a specified condition at the expiration of the lease.

Learning Tree entered into purchase commitments with a certain printing vendor to obtain favorable pricing for catalog printing services. Under the terms of these agreements, we committed to minimum production runs of catalogs during fiscal years 2006 and 2007. To the extent that we do not purchase the contractual minimum amount of services, we must pay the vendor the shortfall. We expect to meet the contractual minimums through our normal course of business.

We have employment agreements with four key executive employees to provide for the continuity of management. These agreements provide for payments of up to six months of base salary upon termination of employment. We do not believe it is presently probable that any of the executives will be terminated. Accordingly, no accrual for severance has been recorded. If information becomes known to us at a later date which indicates severance for one or more of the covered executives is probable, accruals for severance will be required.

Our contractual obligations as of December 30, 2005 are consistent in material respects with our year-end disclosure in Item 7, MD&A “Contractual Obligations” of our Annual Report on Form 10-K for the period ended September 30, 2005.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Management’s discussion and analysis of Learning Tree’s financial condition and results of operations is based on our unaudited consolidated condensed financial statements. The preparation of these financial statements is based on the selection of accounting policies and the application of significant accounting estimates, some of which require management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and notes. We believe some of the more critical estimates and policies that affect our financial condition and results of operations are in the areas of revenue recognition, operating leases, asset retirement obligations, stock-based compensation and income taxes. For more information regarding our critical accounting estimates and policies, see Part II, Item 7 MD&A in our Annual Report on Form 10-K for the fiscal year ended September 30, 2005. We have discussed the application of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.

We adopted SFAS No. 123 (Revised 2004), Share-Based Payment (“FAS 123R”) as of October 1, 2005, the first day of our fiscal year and as a result changed our critical accounting policy regarding stock-based compensation which had a material affect on our results of operations as described below.

Learning Tree changed the accounting for its stock option plans from the intrinsic value method used prior to October 1, 2006 to the fair value method as required by FAS 123R. We adopted FAS 123R using the modified prospective transition method. Our consolidated financial statements as of and for the three months ended December 30, 2005, reflect the impact of FAS 123R. In accordance with the modified prospective transition method, our consolidated financial statements for prior periods have not been restated to reflect, and do not include, the impact of FAS 123R. Stock-based compensation expense recognized under FAS 123R for the three months ended December 30, 2005 was $0.3 million. There was no stock-based compensation expense related to employee stock options recognized during the three months ended December 31, 2004 because the exercise price of the stock options granted to employees and directors equaled the fair market value of the underlying stock on the date of grant.

FAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statement of operations. Our determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by assumptions regarding a number of highly complex and subjective variables. These variables include our expected stock price volatility, expected term, risk free interest rates, and actual and projected employee stock option exercise behaviors.

We analyzed our historical volatility to estimate the expected volatility consistent with FAS 123(R). The risk-free interest rate assumption is an average of the average of the three- and five-year U.S. Treasury rates at the date of grant, which most closely resembles the four-year expected life of our options. The estimated expected life represents the weighted-average period the stock options are expected to remain outstanding and has been determined based on an analysis of historical exercise behavior.

As stock-based compensation expense recognized in the consolidated statement of operations for the first quarter of 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures were estimated based on historical experience.

RISK FACTORS

Learning Tree’s future performance is subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results in future periods may differ materially from those expressed in any forward-looking statements contained herein because of a number of risks and uncertainties. For a detailed discussion of the risk factors affecting Learning Tree’s business and operations, listed below in summary form, see Exhibit 99.1 to our Annual Report on Form 10-K for the year ended September 30, 2005.

•

Learning Tree’s common stock price has fluctuated significantly since our initial public offering and may continue to do so in the future;

•

Historically, Learning Tree’s operating results have fluctuated, and we expect fluctuations to continue in the future;

•

If we do not adequately anticipate or respond to changes in technology, it could have a material adverse effect on our operating results and stock price;

•

If our customers decide that they prefer training offered by new or existing competitors, it could have a material adverse effect on our operating results and stock price;

•

If we do not adequately anticipate and respond to the risks inherent in international operations, it could have a material adverse effect on our operating results and stock price;

•

If we are unable to recruit and retain qualified personnel, it could have a material adverse effect on our operating results and stock price;

•

If substantial unauthorized use of Learning Tree’s course materials occurs or if we must defend against infringement claims, it could have a material adverse effect on our operating results and stock price;

•

Laws and regulations can affect Learning Tree’s operations and may limit our ability to operate in certain geographic areas;

•

Senior management has significant influence over Learning Tree’s policies and affairs and may be in a position to determine the outcome of corporate actions;

•

If we cannot successfully implement any future acquisitions or other strategic transactions, it could have a material adverse effect on our operating results and stock price;

•

General domestic and international economic conditions could have a material adverse effect on our operating results and stock price;

•

Certain provisions of Learning Tree’s Restated Certificate of Incorporation, our Bylaws and Delaware law could adversely impact the interests of Learning Tree’s stockholders;

•

Since our founding in 1974, various natural disasters, external labor disruptions, acts of war or terrorism and other adverse external factors have impaired our ability to conduct our business, resulted in the loss of revenue or otherwise affected our operating results. When these or other external events occur in the future, they could have a material adverse effect on our operating results and stock price; and

•

Material weaknesses in our internal control over financial reporting could have a material adverse effect on our business.

In our preparation of the financial statements for the fiscal year ended September 30, 2005, we identified two material weaknesses in our internal control over financial reporting which previously resulted in errors in our historical financial statements and required a restatement of our financial statements for certain prior periods. A material weakness is a control deficiency, or combination of control deficiencies, which results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. See Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2005 for a description of these weaknesses.

Although we do not currently believe so, it is possible that we may not be successful in our efforts to remediate these or other weaknesses or deficiencies which we may have in our internal control over financial reporting. If we cannot maintain effective disclosure controls and procedures, we could fail to file accurate financial results on a timely basis. Any such failure could have many consequences, including: potential delisting from NASDAQ, which would significantly impair the ability of our investors to buy and sell shares; lack of the timely disclosure to the market of our financial results; actions by the Securities and Exchange Commission against us for failure to comply with applicable federal securities laws; and our inability to use certain short form registration statements. As a result of our failure to timely file our Annual Report on Form 10-K for the fiscal year ended September 30, 2005, we will not be eligible to register offerings of our securities on a short form registration statement until at least January 13, 2007 (this date would be delayed if we fail to make any future filing in a timely manner). As a result to these or other consequences, our stock price could be negatively affected.

OUTLOOK

We anticipate revenues for our second quarter of fiscal year 2006 will be approximately $33.3 to $34.8 million, slightly lower than the $34.9 million in the second quarter of our prior year. Revenues in January to March, our second fiscal quarter, are typically lower than revenues in our first quarter because of reduced enrollments during the holiday season just prior to the second quarter, customer tendencies to reduce travel during the winter months, and the beginning of the fiscal year for many of our customers.

Learning Tree’s customers continue to respond positively to our recent increase in the breadth and depth of our management course offerings. We also expect to continue to see increased participation in our on-site course offerings. However, these increases in the number of participants are partially offset by the lower average revenue per attendee generated by on-site courses and management courses compared to the IT courses taught in our education centers.

Our backlog as of December 30, 2005 was $28.5 million, or 6% higher than as of December 31, 2004. This backlog also included a 4% unfavorable effect due to changes in foreign exchange rates compared to the prior period. Four weeks later, at January 27, 2006, our overall backlog was 6% higher than it had been on January 31, 2005. And, at January 27, 2006, the sum of our revenues for January courses plus our backlog for February and March courses was 5% higher than it had been at January 31, 2005. These January 27, 2006 backlogs each included approximately a 2% negative effect from changes in foreign exchange rates. Our deferred revenues, which principally consist of the remaining value of prepaid Learning Tree Passports and Vouchers, declined slightly period over period, principally due to reductions in the number of outstanding Passports and the effect of changes in foreign exchange rates, partially offset by increases in deferred revenues associated with Training Vouchers and other products.

Gross profit as a percentage of revenues for our first quarter of fiscal year 2006 was 52.4%. Based on lower projected revenues, and hence lower anticipated education center usage, during our second quarter of fiscal year 2006, we are projecting a gross profit percentage of approximately 48% for the three months ended March 31, 2006.

We expect our overall operating expenses for the second quarter of fiscal year 2006 will be approximately $20 million, the same amount for the second quarter of our prior fiscal year. When compared to the same quarter of the prior fiscal year this projection primarily reflects the elimination of costs related to the subleasing of space in our London Education Center and the effect of changes in foreign exchange rates, offset by increased spending on course development and stock option compensation expenses

Based on the above, we are anticipating a net loss for the quarter ending March 31, 2006 of between from $1.5 to $2.0 million, or $0.09 to $0.12 per share, compared to a net loss of $0.9 million, or $0.05 per share, in the same period of the prior year.

Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

For information required by this item see Item 7A “Qualitative and Quantitative Disclosure About Market Risk” of Learning Tree’s Annual Report on Form 10-K for the year ended September 30, 2005. Our exposures to market risk have not changed materially since September 30, 2005.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, management performed an evaluation, with the participation of Learning Tree’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d – 15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that out disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended, (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) is accumulated and communicated to Learning Tree’s management including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting and Management’s Remediation Initiatives

During management’s assessment of the effectiveness of our internal control over financial reporting as of September 30, 2005, we identified two material weaknesses, which are described in Item 9A of our Annual Report on Form 10-K for our 2005 fiscal year. We are currently addressing these material weaknesses through a number of initiatives including:

With respect to the material weakness relating to our finance and accounting staffing, during the three months ended December 30, 2005 we completed the revision of our organization chart for our corporate finance and accounting department, which includes new as well as upgraded positions. We conducted an active search and hiring process and partially filled those positions. In addition, we used external resources to undertake the new procedures described below, and plan to continue to use them until the hiring and training of new staff is completed.

With respect to the material weakness relating to the process of financial statement close and financial reporting we have revised and implemented new procedures to strengthen those processes, including, in particular, the processes of accounting for income taxes, asset retirement obligations, and leases and leasehold improvements. We also redefined the review process of the CFO and direct subordinates during the quarterly financial statement close process.

Our audit committee and our management will continue to monitor the effectiveness of our internal control over financial reporting on an ongoing basis and will take further action as appropriate.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBIT S

The exhibits listed in the Exhibit Index are filed as part of this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on February 10, 2005 on its behalf by the undersigned thereunto duly authorized.

LEARNING TREE INTERNATIONAL, INC.

/s/ NICHOLAS R. SCHACHT

Nicholas R. Schacht

Chief Executive Officer

/s/ LEMOYNE T. ZACHERL

LeMoyne T. Zacherl

Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Description
10.1		Resignation of David C. Collins, Ph.D. as Chief Executive Officer (filed herewith)

10.2		Learning Tree International USA, Inc. – Facility lease agreement with EOP-New England Executive Park L.L.C. for Boston Education Center (filed herewith)

10.3		Learning Tree International USA, Inc. – Facility lease agreement with Stevens Creek Associates, a California general partnership d/b/a Trizechahn Sunrise Tech Park Management for Reston Lab (filed herewith).

10.4		Learning Tree International Inc. – Facility lease agreement with T.E.C. Leaseholds Limited for Toronto Education Centre and Administrative Offices (filed herewith)

10.5		Learning Tree International Inc. – Facility lease agreement with Telecom Properties Ltd. for Ottawa Education Centre and Administrative Offices (filed herewith)

10.6		Learning Tree International USA, Inc. – Facility lease agreement with Crown Pointe, LLC, for Atlanta Education Center (filed herewith)

10.7		Learning Tree International USA, Inc . – Facility lease agreement with GE Investment Realty Partners I, Limited Partnership for Rockville Education Center (filed herewith)

10.8		Learning Tree International USA, Inc. – Facility lease agreement with KG A&A Corporation for New York Education Center (filed herewith)

10.9		Learning Tree International USA, Inc. – Facility lease agreement with CBS Broadcasting Inc. for New York Education Center (filed herewith)

10.10		Learning Tree International, Inc. – Facility lease agreement with Reston Town Center Phase I Associates for Reston Education Center (filed herewith)

31.1		Section 302 Certification of Chief Executive Officer (filed herewith)

31.2		Section 302 Certification of Chief Financial Officer (filed herewith)

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)

Exhibit 10.1

Learning Tree

International

Learning Tree International

400 N. Continental Boulevard, Suite 200

El Segundo, California 90245

Telephone: (310) 417-9700

Fax: (310) 417-9053

www.learningtree.com

October 1, 2005

Learning Tree International

Attn: Board of Directors

I hereby resign as Chief Executive Officer of Learning Tree International, Inc.

Sincerely,

/s/ David C. Collins

David C. Collins

Exhibit 10.2

Equity Office

NEW ENGLAND EXECUTIVE PARK

EXHIBIT 1, SHEET 1

Building No. Three, New England Executive Park

Burlington, Massachusetts 01803

(the “Building”)


Execution Date:		January 28, 1998

Tenant:		Learning Tree International USA. Inc., a Delaware corporation (description of business organization)

		1831 Michael Faraday Drive, Reston. Virginia 20190 (principal place of business - mailing address)

Landlord:		EOP-New England Executive Park. L.L.C., a Delaware limited liability company. Mailing Address: c/o Equity Office, Two North Riverside Plaza. Chicago, Illinois 60606

Building:		The Building in New England Executive Park in the Town of Burlington, County of Middlesex, Commonwealth of Massachusetts and known as and numbered Three New England Executive Park (Building Three). The Building is located on the parcel of land (“Land”) described on Exhibit 6.

Park:		The buildings and the land owned by Landlord and its affiliates in the New England Executive Park, from time to time.

Art. 2	Premises:	The premises consist of two (2) areas, to wit: Area A: An area on the second (2nd) floor of the Building. substantially as shown on Lease Plan. Exhibit 2: and Area B: An area on the second (2nd) floor of the Building. substantially as shown on Lease Plan. Exhibit 2 Area A and Area B are each sometimes referred to in the Lease as a Portion of the Premises.



Art. 3.1		Specified Commencement Date in respect of Area A: February 1, 1998
		Specified Commencement Date in respect of Area B: February 1, 1998

Art. 3.2		Termination Date in respect of Area A and Area B:

		Ten (10) years after the Rent Commencement Date in respect of Area A. as hereinafter defined. subject to Paragraph 6 of the Lease.

Art. 4.3		Final Plans Date: Not applicable

Art. 5		Use of Premises: High technology training to professionals and supporting sales offices

EXHIBIT 1, SHEET 2

Building No. Three, New England Executive Park

Burlington, Massachusetts 01803

(the “Building”)


Art. 6		Yearly Rent:

		Rent Commencement Date in respect of Area A:

		The earlier of: (i) seventy-five (75) days after the Term Commencement Date in respect of Area A or (ii) the date that Tenant first commences to occupy Area A for the conduct of business

		Rent Commencement Date in respect of Area B:

		The earlier of: (i) seventy-five (75) days after the Term Commencement Date in respect of Area B or ( ii ) the date that Tenant first commences to occupy Area B for the conduct of business

		1. AREA A ¹


LEASE YEAR A	YEARLY RENT		MONTHLY PAYMENT
Rent Commencement Date in respect of Area A through Lease Year 5:	$	296,402.52	$	24,700.21
Year 6-10:	$	318,772.56	$	26,564.38
1. AREA B ²


LEASE YEAR B	YEARLY RENT		MONTHLY PAYMENT
Rent Commencement Date in respect of Area A through Lease Year 5:	$	67,098.00	$	5,591.50
Year 6-10:	$	72,162.00	$	6,013.50


Art. 7		Total Rentable Area:
		Area A: 11,185 square feet
		Area B: 2,532 square feet
		TOTAL: 13,717 square feet

		Total Rentable Area of Building: 64,569 square feet

¹	For the purposes of this Lease, “Lease Year A” shall be defined as any twelve-(12)-month period during the term of the Lease commencing as of the Rent Commencement Date in respect of Area A, or as of any anniversary of the Rent Commencement Date in respect of Area A.

²	For the purposes of this Lease, “Lease Year B” shall be defined as any twelve-(12)-month period during the term of the Lease commencing as of the Rent Commencement Date in respect of Area B, or as of any anniversary of the Rent Commencement Date in respect of Area B.

EXHIBIT 1, SHEET 3

Building No. Three, New England Executive Park

Burlington, Massachusetts 01803

(the “Building”)


Art. 8		Electric current will be furnished by Landlord to Tenant and paid for by Tenant in accordance with Article 8.1 of the Lease.

		Electric Rate: $.11875 per kilowatt hour.
		Base Electric Cost: $.95 per square foot of Total Rentable Area per year.
		Initial Estimated Monthly Payment in respect of:


		Area A:		$885.48
		Area B:		$200.45


Art. 9		Operating and Tax Escalation:
		Operating Costs in the Base Year: The actual amount of Operating Costs for calendar year 1998
		Tax Base: The actual amount of Taxes for fiscal tax year 1998 (i.e. July 1, 1997 - June 30, 1998)
		Tenant’s Proportionate Share:

		Area A: 17.32%
		Area B: 3.92%

Art. 29.3		Co-Brokers: Avalon Partners. Inc. and Julien J. Studlev. Inc.

Art. 29.5		Arbitration: Massachusetts: Superior Court

Art. 29.1 1		Security Deposit: $0.00 Exhibit Dates: Lease Plan. Exhibit 2. Sheets 1. 2 and 3 dated January 28. 1998


LANDLORD:			TENANT:
EOP-NEW ENGLAND EXECUTIVE PARK,			LEARNING TREE INTERNATIONAL USA, INC.
L.L.C., a Delaware limited liability company

By:	EOP Operating Limited Partnership,		By:	/s/ Richard C. Adamson
	a Delaware limited partnership,			Richard C. Adamson
	its sole member			Executive Vice President and
				Chief Operating Officer

By:	Equity Office Properties Trust,		Date Signed: 1/30/98
	a Maryland real estate investment trust,
	its managing general partner

	By:	/s/ Christopher P. Mundy
		Christopher P. Mundy
Date Signed:		2/9/98

CONTENTS


1. REFERENCE DATA		1

2. DESCRIPTION OF DEMISED PREMISES		1
2.1 Demised Premises		1
2.2 Appurtenant Rights		1
2.3 Exclusions and Reservations		1

3. TERM OF LEASE		2
3.1 Definitions		2
3.2 Habendurn		2

4. CONDITION OF PREMISES - LANDLORD’S CONSTRUCTION CONTRIBUTION - LANDLORD’S
PLANS CONTRIBUTION		2
4.1 Completion Date - Delays		2
4.2 Landlord’s Work		3
4.3 Landlord’s Construction Contribution and Landlord’s Plans Contribution		3
4.4 Preparation of Premises		4
4.5 Cost of Materials		4
4.6 Tenant Payments of Construction Cost		4

5. USE OF PREMISES		4
5.1 Permitted Use		4
5.1A Vacancy by Tenant		5
5.2 Prohibited Uses		5
5.3 Licenses and Permits		5

6. RENT		5

7. RENTABLE AREA		6

8. SERVICES FURNISHED BY LANDLORD		6
8.1 Electric Current		6
8.2 Water		7
8.3 Elevators. Heat. Cleaning. Lighting		8
8.4 Air Conditioning		8
8.5 Additional Heat. Ventilating and Cleaning Services		8
8.6 Additional Air Conditioning Equipment		9
8.7 Repairs		9
8.8 Interruption or Curtailment of Services		9
8.9 Energy Conservation		10
8.10 Miscellaneous		10

9. ESCALATION		10
9.1 Definitions		10
9.2 Tax Excess		13
9.3 Operating Expense Excess		14
9.4 Part Years		14
9.5 Effect of Taking		14
9.6 Disputes. etc.		14

10. CHANGES OR ALTERATIONS BY LANDLORD		14

11. FIXTURES, EQUIPMENT AND IMPROVEMENTS - REMOVAL BY TENANT		15


12. ALTERATIONS AND IMPROVEMENTS BY TENANT		15

13. TENANT’S CONTRACTORS, MECHANIC’S AND OTHER LIENS. STANDARD OF TENANT’S PERFORMANCE. COMPLIANCE WITH LAWS		16

14. REPAIRS BY TENANT- FLOOR LOAD		17
14.1 Repairs by Tenant		17
14.2 Floor Load - Heavy Machinery		17

15. INSURANCE. INDEMNIFICATION. EXONERATION AND EXCULPATION		17
15.1 General Liability Insurance		17
15.2 Certificates of Insurance		17
15.3 General		18
15.3A Landlord’s Indemnity of Tenant		18
15.4 Property of Tenant		18
15.5 Bursting of Pipes. etc.		18
15.6 Repairs and Alterations - No Diminution of Rental Value		19

16. ASSIGNMENT. MORTGAGING AND SUBLETTING		19

17. MISCELLANEOUS COVENANTS		22
17.1 Rules and Regulations		22
17.2 Access to Premises. Shoring		22
17.3 Accidents to Sanitary and Other Systems		22
17.4 Signs, Blinds and Drapes		23
17.5 Estoppel Certificate		23
17.6 Prohibited Materials and Property		23
17.7 Requirements of Law - Fines and Penalties		24
17.8 Tenant’s Acts - Effect on Insurance		24
17.9 Miscellaneous		25

18. DAMAGE BY FIRE. ETC.		25

19. WAIVER OF SUBROGATION		26

20. CONDEMNATION. EMINENT DOMAIN		27

21. DEFAULT		27
21.1 Conditions of Limitation. Re-entry. Termination		27
21.2 Damages. Assignment for Benefit of Creditors		28
21.3 Damages. Termination		28
21.4 Fees and Expenses		29
21.5 Waiver of Redemption		29
21.6 Landlord’s Remedies Not Exclusive		29
21.7 Grace Period		29

22. END OF TERM. ABANDONED PROPERTY		30

23. SUBORDINATION		30

24. QUIET ENJOYMENT		32

25. ENTIRE AGREEMENT. WAIVER. SURRENDER		32
25.1 Entire Agreement		32
25.2 Waver by Landlord		33
25.3 Surrender		33


26. INABILITY TO PERFORM. EXCULPATORY CLAUSE		33

27. BILLS AND NOTICES		34

28. PARTIES BOUND. SEISIN OF TITLE		34

29. MISCELLANEOUS		34
29.1 Separability		34
29.2 Captions, etc		35
29.3 Broker		35
29.4 Modifications		35
29.5 Arbitration		35
29.6 Governing Law		35
29.7 Assignment of Rents		35
29.8 Representation of Authority		36
29.9 Expenses Incurred by Landlord Upon Tenant Requests		36
23.10 Survival		36
29.11 Security Deposit		36
29.12 Notice of Lease; Recording		36

EXHIBITS
Exhibit 1 Lease Summary Sheet		1
Exhibit 2 Lease Plan
Exhibit 3 Building Standards
Exhibit 4 Building Services.		45
Exhibit 5 Rules and Regulations		47
Exhibit 6 Building Legal Description		51
Exhibit 7 Environmental Assessment		52
Exhibit 8 List of Legal Holidays		53
Exhibit 9 Form of Assumption Agreement		54

RIDER TO LEASE		38

THIS INDENTURE OF LEASE made and entered into on the Execution Date as stated in Exhibit 1 and between the Landlord and the Tenant named in Exhibit 1. Landlord does hereby demise and lease to Tenant, and Tenant does hereby hire and take from Landlord, the premises hereinafter mentioned and described (hereinafter referred to as “premises”), upon and subject to the covenants, agreements, terms, provisions and conditions of this Lease for the term hereinafter stated:

1. REFERENCE DATA

Each reference in this Lease to any of the terms and titles contained in any Exhibit attached to this Lease shall be deemed and construed to incorporate the data stated under that term or title in such Exhibit.

2. DESCRIPTION OF DEMISED PREMISES

2.1 Demised Premises. The premises are that portion of the Building as described in Exhibit I (as the same may from time to time be constituted after changes therein, additions thereto and eliminations therefrom pursuant to rights of Landlord hereinafter reserved) and is hereinafter referred to as “Building”, substantially as shown hatched or outlined on the Lease Plan (Exhibit 2) hereto attached and incorporated by reference as a part hereof.

2.2 Appurtenant Rights. Tenant shall have, as appurtenant to the premises, rights to use in common, with others entitled thereto, subject to reasonable rules from time to time made by Landlord of which Tenant is given notice; (a) the common lobbies, hallways, stairways and elevators of the Building, serving the premises in common with others, (b) common walkways necessary for access to the Building, (c) if the premises include less than the entire rentable area of any floor, the common toilets and other common facilities of such floor, and (d) the common parking facilities adjacent to the Building in accordance with the provisions of this Article 2.2; and no other appurtenant rights or easements. Notwithstanding anything to the contrary herein or in the Lease contained, Landlord has no obligation to allow any particular telecommunication service provider to have access to the Building or to Tenant’s premises. If Landlord permits such access, Landlord may condition such access upon the payment to Landlord by the service provider of fees assessed by Landlord in its sole discretion.

As of the Execution Date of this Lease, there are approximately 3.7 parking spaces in the parking areas designated for use by the tenants of the Building for every 1,000 square feet of Building Total Rentable Area, as defined in Exhibit 1. Landlord shall, on the Term Commencement Date, issue to Tenant 3.7 parking stickers for every 1,000 square feet of Total Rentable Area of the premises, the use of which stickers shall be governed by Landlord’s existing parking program. Landlord shall use reasonable efforts to enforce Landlord’s parking program so that only those cars with parking stickers utilize the parking areas of the Building. Landlord represents to Tenant that, as of the Execution Date of this Lease, Landlord has not entered into any lease of premises in the Building which lease, by its terms, permits the tenant thereunder to use more than 3.7 parking spaces per 1,000 square feet of Total Rentable Area of the premises occupied by such tenant. Landlord agrees that, during the term of this Lease, it will not enter into any lease of premises in the Building which lease, by its terms, permits the tenant thereunder to use more than 3.7 parking spaces per 1,000 square feet of Total Rentable Area of the premises occupied by such tenant. Nothing contained in the Lease shall prohibit or otherwise restrict Landlord from changing, from time to time, without notice to Tenant, the location, layout or type of such parking areas, provided that such parking areas shall always be located in a location of equal proximity to the Building as the location of the parking areas as of the Execution Date of the Lease, there shall be no “stacked” or “tandem” parking, and Landlord shall not substantially reduce the number of parking spaces available for such tenants’ use.

Subject to reasonable rules from time to time made by Landlord of which Tenant is given notice, Tenant shall have the right, in common with all other tenants of the Building, to use such parking areas, without charge, on a first-come, first-served basis.

2.3 Exclusions and Reservations. All the perimeter walls of the premises except the inner surfaces thereof, any balconies (except to the extent same are shown as part of the premises on the Lease Plan (Exhibit 2)), terraces or roofs adjacent to the premises, and any space in or adjacent to the premises used for shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as the right of access through the premises for the purposes of operation, maintenance, decoration and repair, are expressly excluded from the premises and reserved to Landlord.

Notwithstanding anything to the contrary in the Lease contained:

1. Landlord, its agents, employees and contractors shall not, except in an emergency and except for normal cleaning and maintenance operations, exercise any right which it has to enter the premises without giving Tenant reasonable advance notice: and

2. Landlord shall use reasonable efforts to minimize any interference with Tenant’s use and enjoyment of the premises arising from any entry into the premises by Landlord.

3. TERM OF LEASE

3.1 Definitions. As used in this Lease the words and terms which follow mean and include the following:

(a) “Specified Commencement Date” - The “Specified Commencement Date” in respect of each Portion of the premises is the date (as stated in Exhibit 1) on which it is estimated that Landlord’s Work, as defined in Article 4.2, in such Portion of the premises will be completed.

(b) “Term Commencement Date” - The “Term Commencement Date” in respect of each Portion of the premises is the date on which Landlord’s Work in respect of such Portion of the premises will be completed. If Landlord’s Work in respect of a Portion of the premises is not completed but if, pursuant to permission therefore duly given by Landlord, Tenant takes possession of such Portion of the premises for the commencement of Tenant’s Work, as defined in Article 4.3, the “Term Commencement Date” in respect of such Portion of the premises shall be the date on which Tenant takes such possession.

3.2 Habendum. TO HAVE AND TO HOLD the premises for a term of years commencing on the respective Term Commencement Dates and ending on the Termination Date as stated in Exhibit 1 or on such earlier date upon which said term may expire or be terminated pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law (which date for the termination of the terms hereof will hereafter be called “Termination Date”). Notwithstanding the foregoing, if the Termination Date as stated in Exhibit 1 shall fall on other than the last day of a calendar month, said Termination Date shall be deemed to be the last day of the calendar month in which said Termination Date occurs.

If the Term Commencement Date and the Termination Date are not determined at the time that a notice of lease has been executed by the parties, then each of the parties hereto agrees, upon demand of the other party after the Term Commencement Date and Termination Date have been determined, to join in the execution, in recordable form, of a statutory notice, memorandum, etc. of lease and/or written declaration in which shall be stated such Term Commencement Date and (if need be) the Termination Date. If this Lease is terminated before the term expires, then upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging such fact and the date of termination of this Lease, and Tenant hereby appoints Landlord its attorney-in-fact in its name and behalf to execute such instrument if Tenant shall fail to execute and deliver such instrument after Landlord’s request therefore within ten (10) days.

4. CONDITION OF PREMISES - LANDLORD’S CONSTRUCTION CONTRIBUTION - LANDLORD’S PLANS CONTRIBUTION

4.1 Completion Date - Delays. Subject to delay by causes beyond the reasonable control of Landlord or caused by the action or inaction of Tenant, Landlord shall use reasonable speed and diligence in the performance of Landlord’s Work, as defined in Article 4.2, to have each Portion of the premises ready for the commencement of Tenant’s Work on the respective Specified Commencement Date in respect of each Portion of the premises. The failure to have Landlord’s Work completed on the respective Specified Commencement Dates shall in no way affect the validity of this Lease or the obligations of Tenant hereunder nor shall the same be construed in any way to extend the term of this Lease. If Landlord’s Work is not completed within the meaning of Article 4.2 hereof on the respective Specified Commencement Date in respect of each Portion of the premises, Tenant shall not have any claim against Landlord, and Landlord shall have no liability to Tenant. by reason thereof. The parties acknowledge that a portion of Area A and a portion of Area B are presently leased to a tenant (“Existing Tenant”), the term of whose lease is estimated to terminate on January 3 1, 1998.

Notwithstanding anything to the contrary herein or in the Lease contained, if the Existing Tenant fails to vacate such portion of Area A and Area B on or before January 31, 1998, then Landlord shall use all

reasonable efforts, including, without limitation, commencing summary eviction proceedings, to obtain possession of such portion of Area A and Area B from the Existing Tenant.

Notwithstanding the foregoing, if the respective Term Commencement Dates in respect of each Portion of the premises shall not have occurred on or before April 1, 1998, for any reason, then Tenant shall have the right, exercisable by a written thirty (30) day termination notice given on or after April 1, 1998, to terminate the Lease. If the respective Term Commencement Dates occur on or before the thirtieth (30th) day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect.

4.2 Landlord’s Work. Tenant hereby leases each Portion of the premises “as-is”, in the condition in which each Portion of the premises is in as of the respective Term Commencement Date in respect of each Portion of the premises , without any obligation on the part of Landlord to prepare or construct the premises for Tenant’s occupancy and without any representation or warranty by Landlord as to the condition of the premises or the Building, except that Landlord shall perform full demolition of each Portion of the premises, remove the demolition materials and deliver each Portion of the premises broom clean (“Landlord’s Work”). Landlord hereby represents to Tenant that, as of the Execution Date of this Lease, as part of the base building, there is a main HVAC trunk distribution line and VAV boxes in place and a main fire alarm system with smoke/strobes which report back to the Building control panel.

4.3 Landlord’s Construction Contribution and Landlord’s Plans Contribution.

A. Landlord shall, in the manner hereinafter set forth, provide to Tenant up to Three Hundred Twelve Thousand Sixty-One and 751100 ($3 12,061.75) Dollars (“Landlord’s Construction Contribution”) towards the cost of Landlord’s Work (which cost shall not exceed Sixteen Thousand and 00/100 [$16,000.00] Dollars) and towards leasehold improvements to be installed by Tenant in the premises including demolition, engineering and fees associated therewith (“Tenant’s Work”). Tenant shall, as part of Tenant’s Work, install a separate submeter to measure the consumption of electricity in each Portion of the premises (or one submeter to measure consumption of electricity in both Portions of the premises). Provided that Tenant is not in default, beyond the expiration of any applicable grace periods, of its obligations under the Lease at the time that Tenant submits any requisition on account of Landlord’s Construction Contribution, Landlord shall pay the cost of the work shown on each requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord. Tenant’s Work shall be performed in accordance with Articles 12 and 13 of the Lease and in accordance with Exhibit 3 of the Lease.

B. Landlord shall contribute, in addition to Landlord’s Contribution pursuant to Article 4.2A, up to Seventeen Thousand One Hundred Forty-Six and 2511 00 ($17,146.25) Dollars (“Landlord’s Plans Contribution”) towards the costs incurred by Tenant in preparing the Plans. Landlord shall pay Landlord’s Plans Contribution to Tenant in the manner set forth in Article 4.2E.

C. Tenant shall, as part of Tenant’s Work, perform all sprinkler work in the premises as shown on Tenant’s final approved plans (“Sprinkler Work”). Landlord shall, in the same manner as Landlord provides to Tenant Landlord’s Construction Contribution, reimburse Tenant for the costs incurred by Tenant in performing the Sprinkler Work.

D. Notwithstanding anything to the contrary herein contained, if, during the performance of Landlord’s Work, asbestos is found in the premises which is required, pursuant to applicable laws, to be removed, encapsulated or otherwise abated (“Asbestos Work”), then Landlord shall be responsible for the cost of the Asbestos Work and such cost shall not be considered part of Landlord’s Construction Contribution.

E. For the purposes hereof, a “requisition” shall mean written documentation (including, without limitation, invoices from Tenant’s contractor, written lien waivers and such other documentation as Landlord’s mortgagee may reasonably request) showing in reasonable detail the costs of the improvements installed to date in the premises, accompanied by certifications from Tenant, Tenant’s architect, and Tenant’s contractor that the work performed to date has been performed in accordance with applicable laws and in accordance with Tenant’s approved plans, and that the amount of the requisition in question does not exceed the amount of the work covered by such requisition. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous requisitions has been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition at Tenant’s address as set forth on Exhibit 1, unless such books and records are customarily located at the Building, in order to verify the amount thereof.

Tenant shall submit requisition(s) no more often than monthly.

F. Notwithstanding anything to the contrary herein contained:

(i) Landlord shall have no obligation to advance funds on account of Landlord’s Construction Contribution unless and until Landlord has received the requisition in question, together with the certifications required by Subparagraph D hereof, certifying that the work shown on the requisition has been performed in accordance with applicable law and in accordance with Tenant’s plans.

(ii) Tenant shall not be entitled to any unused portion of Landlord’s Construction Contribution or of Landlord’s Plans Contribution, and Landlord shall have no obligation to pay Landlord’s Construction Contribution or Landlord’s Plans Contribution, in respect of any requisition submitted after December 31, 1998.

G. Tenant shall pay to Landlord upon billing therefor a construction management fee equal to One Hundred and 001100 ($100.00) Dollars per hour (not to exceed Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars in total) for the supervision of Tenant’s Work, which supervision shall include overseeing Tenant’s planning and work. Landlord may deduct its construction management fee from Landlord’s Construction Contribution.

H. Except for Landlord’s Construction Contribution and Landlord’s Plans Contribution, Tenant shall bear all costs of Tenant’s Work. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, selected by Tenant in connection with Tenant’s Work.

I. Tenant and Tenant’s contractor shall be responsible for obtaining all permits from the Town of Burlington necessary to perform Tenant’s Work and shall submit copies thereof to Landlord upon receipt of said permits. Landlord shall, at no cost to Landlord, cooperate with Tenant in obtaining all permits from the Town of Burlington necessary for the performance of Tenant’s Work.

4.4 Preparation of Premises.

(a) By Landlord. Landlord’s Work shall be performed by contractors employed by Landlord.

(b) By Tenant. Subject always to the provisions of Articles 4.1 and 4.3. Landlord will give Tenant reasonable advance notice of the date on which each Portion of the premises will be ready for Tenant’s contractors and a reasonable time will be allowed from such date for doing the work to be performed by Tenant’s contractors.

(c) Each party shall take necessary reasonable measures to the end that each party’s contractors shall cooperate in all ways with the other party’s contractors to avoid any delay to the work being performed by such party’s contractors or conflict in any other way with the performance of such work.

4.5 Cost of Materials. Except for Landlord’s Construction Contribution, Landlord’s Plans Contribution, the cost of the Sprinkler Work and the Asbestos Work, Tenant shall bear all costs of preparing the premises for its occupancy in accordance with the final plans.

4.6 Tenant Payments of Construction Cost. Landlord shall have the same rights and remedies which Landlord has upon the nonpayment of Yearly Rent and other charges due under this Lease for nonpayment of any amounts which Tenant is required to pay to Landlord or Landlord’s contractor in connection with the construction and initial preparation of the premises (including, without limitation, any amounts which Tenant is required to pay in accordance with Articles 4.5 and 4.6 hereof) or in connection with any construction in the premises performed for Tenant by Landlord, Landlord’s contractor or any other person, firm or entity after the Term Commencement Date.

5. USE OF PREMISES

5.1 Permitted Use. Tenant shall continuously during the term hereof, occupy and use the premises only for the purposes as stated in Exhibit 1 and for no other purposes. Service and utility areas (whether or not a part of the premises) shall be used only for the particular purpose for which they were designed. Notwithstanding the foregoing, but subject to the other terms and provisions of this Lease, Tenant may install at its own cost and expense so-called hot-cold water fountains, coffee makers, microwave ovens, vending machines and so-called Dwyer refrigerator-sink-stove combinations as shown on Tenant’s final approved plans for the preparation of beverages and foods for Tenant, its employees and invitees, provided that no cooking, Frying, etc., are carried on in the premises to such extent as requires special exhaust venting, Tenant hereby acknowledging that the Building is not engineered to provide any

such special venting. Notwithstanding anything to the contrary in the Lease contained, Tenant shall be permitted to hold weekly receptions (“Weekly Receptions”) for Tenant’s invitees at which beer and wine are served along with catered appetizers, provided that Tenant obtains all necessary permits in connection with such Weekly Receptions and provides a copy of such permits to Landlord prior to holding any such receptions. However, if at any time such Weekly Receptions become, in Landlord’s reasonable opinion, a nuisance to Landlord or to other tenants in the Building or Park, Landlord shall have the right to withdraw Tenant’s right to hold such Weekly Receptions.

5.1A Vacancy by Tenant. Notwithstanding anything to the contrary in the Lease contained, if Tenant shall abandon or vacate the premises for a period of no less than one hundred twenty (120) days, then Landlord shall have the right to terminate this Lease upon written notice to Tenant.

5.2 Prohibited Uses. Notwithstanding any other provision of this Lease, Tenant shall not use. or suffer or permit the use or occupancy of, or suffer or permit anything to be done in or anything to be brought into or kept in or about the premises or the Building or any part thereof (including, without limitation, any materials appliances or equipment used in the construction or other preparation of the premises and furniture and carpeting): (i) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or otherwise applicable to or binding upon the premises: (ii) for any unlawful purposes or in any unlawful manner; (iii) which. in the reasonable judgment of Landlord shall in any way (a) impair the appearance or reputation of the Building; or (b) impair, interfere with or otherwise diminish the quality of any of the Building services or the proper and economic heating, cleaning, ventilating, air conditioning or other servicing of the Building; or premises, or with the use or occupancy of any of the other areas of the Building, or occasion discomfort, inconvenience or annoyance. or injury or damage to any occupants of the premises or other tenants or occupants of the Building; or (iv) which is inconsistent with the maintenance of the Building as an office building of the first class in the quality of its maintenance, use, or occupancy. Tenant shall not install or use any electrical or other equipment of any kind which, in the reasonable judgment of Landlord, might cause any such impairment, interference, discomfort, inconvenience, annoyance or injury. Landlord hereby agrees that any equipment shown on Tenant’s final approved plans and equivalent equipment in substitution of such equipment shall not, if maintained in good operating order, be deemed to violate the provisions of this Article 5.2.

5.3 Licenses and Permits. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, and if the failure to secure such license or permit would in any way affect Landlord, the premises, the Building or Tenant’s ability to perform any of its obligations under this Lease, Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license and submit the same to inspection by Landlord. Tenant, at Tenant’s expense, shall at all times comply with the terms and conditions of each such license or permit. Tenant shall furnish all data and information to governmental authorities and Landlord as required in accordance with legal, regulatory, licensing or other similar requirements as they relate to Tenant’s use or occupancy of the premises or the Building.

6. RENT

During the term of this Lease the Yearly Rent and other charges, at the rate stated in Exhibit 1, shall be payable by Tenant to Landlord by monthly payments, as stated in Exhibit 1, in advance and without demand on the first day of each month for and in respect of such month. The rent and other charges reserved and covenanted to be paid under this Lease with respect to each Portion of the premises shall commence on the respective Rent Commencement Date in respect of such Portion of the premises. If, by reason of any provisions of this Lease, the rent reserved hereunder shall commence or terminate on any day other than the first day of a calendar month, the rent for such calendar month shall be prorated. The rent shall be payable to Landlord or, if Landlord shall so direct in writing, to Landlord’s agent or nominee, in lawful money of the United States which shall be legal tender for payment of all debts and dues, public and private, at the time of payment, at the office of the Landlord or such place as Landlord may designate, and the rent and other charges in all circumstances shall be payable without any setoff or deduction whatsoever. Rental and any other sums due hereunder not paid within ten (10) days after the date due shall bear interest for each month or fraction thereof from the due date until paid computed at the annual rate of two percentage points over the so-called prime rate then currently from time to time charged to its most favored corporate customers by the largest national bank located in the city in which the Building is located, or at any applicable lesser maximum legally permissible rate for debts of this nature.

7. RENTABLE AREA

Total Rentable Area of the Premises and the Building shall be deemed to be as set forth in Exhibit 1.

8. SERVICES FURNISHED BY LANDLORD

8.1 Electric Current.

(a) As stated in Exhibit 1, Landlord will furnish to Tenant, as an incident of this Lease. on a sub-metered basis, electric current for the operation of lighting fixtures, and the 120-volt electrical outlets initially installed in the premises and additional outlets installed by Tenant with Landlord’s consent, which consent shall not be unreasonably withheld, for the operation of Tenant’s normal office fixtures and equipment, but excluding any high energy consumption equipment. or Landlord will require Tenant to contract with the company supplying electric current for the purchase and obtaining by Tenant of electric current directly from such company to be billed directly to, and paid for by, Tenant.

(b) Tenant shall pay to Landlord, as additional rent, the cost of the electricity consumed on the premises during the term of this Lease as shown on such sub-meter based upon the Electric Rate and Base Electric Cost, which Electric Rate and Base Electric Cost shall be equal to the actual amounts charged to Landlord by the utility company. The term “Base Electric Cost” as used in this Lease, shall be defined as the composite, effective cost per annum, as of the Execution Date, of electric current per square foot of Building Total Rentable Area (as defined in Exhibit 1) for those portions of the Building as to which Landlord is providing electric current. “Electric Rate,” as used in this Lease, shall be defined as the composite effective rate per kilowatt-hour taking into account the base utility rate, fuel adjustment factor, premium charges or credits for hours of use, and any other charges which Landlord is required to pay in connection with furnishing electricity to the Building. The parties acknowledge that the consumption of electricity in the premises (other than electricity consumed for the purposes of providing the services which Landlord is required to provide hereunder) will be measured by a separate sub-meter to be installed by Landlord. Tenant shall reimburse Landlord for the entire cost of such electric current as follows:

1. Commencing as of the Term Commencement Date and continuing until the procedures set forth in Paragraph 2 of this Article S.l(c) are effected, Tenant shall pay to Landlord at the same time and in the same manner that it pays its monthly payments of Yearly Rent hereunder, estimated monthly payments on account of Tenant’s obligation to reimburse Landlord for electricity consumed in the premises. Said estimated monthly payments are based upon the current Base Electric Cost and Electric Rate set forth on Exhibit 1. The Initial Estimated Monthly Electric Payment is set forth on Exhibit 1.

2. Periodically after the Term Commencement Date, Landlord shall determine the actual cost of electricity consumed by Tenant in the premises (i.e. by reading Tenant’s sub-meter and by applying the actual Electric Rate(s) applicable to the preceding period). If the total of Tenant’s estimated monthly payments on account of such period is less than the actual cost of electricity consumed in the premises during such period, Tenant shall pay the difference to Landlord when billed therefor. If the total of Tenant’s estimated monthly payments on account of such period is greater than the actual cost of electricity consumed in the premises during such period, Tenant may credit the difference against its next installment of rental or other charges due hereunder.

3. After each adjustment, as set forth in Paragraph 2 above, the amount of estimated monthly payments on account of Tenant’s obligation to reimburse Landlord for electricity in the premises shall be adjusted based upon the actual cost of electricity consumed during the immediately preceding period.

(c) Landlord, at any time, at its option and upon not less than thirty (30) days’ prior written notice to Tenant, may discontinue such furnishing of electric current to the premises; and in such case Tenant shall contract with the company supplying electric

current for the purchase and obtaining by Tenant of electric current directly from such company. In the event Tenant itself contracts for electricity with the supplier, either initially or pursuant to Landlord’s option as above stated, Landlord shall (i) permit its risers, conduits and feeders to the extent available, suitable and safely capable, to be used for the purpose of enabling Tenant to purchase and obtain electric current directly from such company. (ii) without cost or charge to Tenant, make such alterations and additions to the electrical equipment and/or appliances in the Building as such company shall specify for the purpose of enabling Tenant to purchase and obtain electric current directly from such company, and (iii) at Landlord’s expense, furnish and install in or near the premises any necessary metering equipment used in connection with measuring Tenant’s consumption of electric current and Tenant, at Tenant’s expense, shall maintain and keep in repair such metering equipment. In the event that Landlord shall exercise the option set forth in this Subparagraph 8.l(e), then (i) if Landlord is furnishing Tenant electric current on an additional rent basis, Tenant shall have no further obligation to pay Electricity Rent to Landlord after the date Landlord discontinues such furnishing of electric current or (ii) if Landlord is furnishing Tenant electric current on a sub-metered basis, Tenant shall have no further obligation to make any Estimated Monthly Electric Payments after the date Landlord discontinues such furnishing of electric current.

(d) Whether or not Landlord is furnishing electric current to Tenant, if Tenant shall require electric current for use in the premises in excess of such reasonable quantity to be furnished for such use as hereinabove provided and if (i) in Landlord’s reasonable judgment, Landlord’s facilities are inadequate for such excess requirements or (ii) such excess use shall result in an additional burden on the Building air conditioning system and additional cost to Landlord on account thereof then, as the case may be, (x) Landlord upon written request and at the sole cost and expense of Tenant, will furnish and install such additional wire, conduits, feeders, switchboards and appurtenances as reasonably may be required to supply such additional requirements of Tenant if current therefor be available to Landlord, provided that the same shall be permitted by applicable laws and insurance regulations and shall not cause damage to the Building or the premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with or disturb other tenants or occupants of the Building or (y) Tenant shall reimburse Landlord for such additional cost, as aforesaid.

(e) Landlord, upon Tenant’s request, shall purchase and install all replacement lamps of types generally commercially available (including, but not limited to, incandescent and fluorescent) used in the premises.

(f) Subject to Article 8.8, Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if the quantity, character, or supply of electrical energy is changed or is no longer available or suitable for Tenant’s requirements.

(g) Tenant agrees that it will not make any material alteration or material addition to the electrical equipment and/or appliances in the premises which would have an adverse effect on the Building’s systems without the prior written consent of Landlord in each instance first obtained, which consent will not be unreasonably withheld, and will promptly advise Landlord of any other alteration or addition to such electrical equipment and/or appliances.

(h) Any equipment shown on Tenant’s final approved plans and any equipment substituted therefor which has equivalent electrical requirements shall, provided that Tenant maintains such equipment in good operating order, not be deemed to require electric current in excess of the reasonable quantity to be furnished for Tenant’s use as hereinabove provided.

8.2 Water. Landlord shall furnish hot and cold water for ordinary premises, cleaning, toilet, lavatory and drinking purposes. If Tenant requires, uses or consumes water for any purpose other than for the aforementioned purposes, Landlord may (i) assess a reasonable charge for the additional water so used or consumed by Tenant or (ii) install a water meter and thereby measure Tenant’s water consumption for all purposes. In the latter event, Landlord shall pay the cost of the meter and the cost of installation thereof and shall keep said meter and installation equipment in

good working order and repair. Tenant agrees to pay for water consumed, as shown on said meter, together with the sewer charge based on said meter charges, as and when bills are rendered, and on default in making such payment Landlord may pay such charges and collect the same from Tenant. All piping and other equipment and facilities for use of water outside the building core will be installed and maintained by Landlord at Tenant’s sole cost and expense.

8.3 Elevators, Heat, Cleaning, Lighting.

(a) Landlord at its expense shall: (i) provide necessary elevator facilities (which may be manually or automatically operated, either or both, as Landlord may from time to time elect) on Mondays through Fridays, excepting legal holidays, (as defined on Exhibit 8), from 8:00 a.m. to 6:00 p.m. and on Saturdays, excepting legal holidays, from 8:00 a.m. to 1:00 p.m. (called “business days”) and have one elevator in operation available for Tenant’s use, non-exclusively, together with others having business in the Building, at all other times; (ii) furnish heat (substantially equivalent to that being furnished in comparably aged similarly equipped office buildings in the same city) to the premises during the normal heating season on business days to maintain a temperature of 68 degrees Fahrenheit dry bulb with outside conditions of 3 degrees Fahrenheit dry bulb; (iii) cause the office areas of the premises to be cleaned on business days (except on Saturdays) provided the same are kept in order by Tenant; (iv) provide emergency lighting in the common areas of the Building as and to the extent required by applicable law; (v) provide lighting in the common areas of the Building and in the parking areas as necessary, and (vi) provide venting in the common restrooms of the Building on business days. Either Exhibit 4 (if annexed hereto) or, otherwise, the cleaning standards generally prevailing in first-class office buildings in the city or town where the Building is located, shall represent substantially the extent and scope of the cleaning by Landlord referred to in this Article 8.3.

(b) The parties agree and acknowledge that, despite reasonable precautions in selecting cleaning and maintenance contractors and personnel, any property or equipment in the premises of a delicate, fragile or vulnerable nature may nevertheless be damaged in the course of cleaning and maintenance services being performed. Accordingly, Tenant shall take reasonable protective precautions with such property and equipment (including, without limitation, computers or other data processing components or equipment and optical or electronic equipment, etc.), e.g., housing the property and equipment in a separate, locked room, so as to render it inaccessible to the Building’s cleaning personnel.

8.4 Air Conditioning. Landlord shall through the air conditioning equipment of the Building furnish to and distribute in the premises and the common areas of the Building air conditioning as normal seasonal changes may require on business days during the hours as aforesaid in Article 8.3 when air conditioning may reasonably be required for the comfortable occupancy of the premises by Tenant. Tenant agrees to lower and close the blinds or drapes when necessary because of the sun’s position, whenever the air conditioning system is in operation, and to cooperate fully with Landlord with regard to, and to abide by all the reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the air conditioning system. The air conditioning system referred to in this Article 8.4 shall be capable of providing 78’ F dry bulb and 50% relative humidity with outside conditions of 92’ F dry bulb and 74’ F wet bulb. The foregoing design conditions shall be based upon an occupancy within each separately partitioned area in the premises of not more than one person per 100 square feet of Total Rentable Area and upon a combined lighting and standard electrical load not to exceed 2 ¹ / 2 watts per square foot of Total Rentable Area.

8.5 Additional Heat, Ventilating and Cleaning Services.

(a) Landlord will use reasonable efforts upon reasonable advance written notice from Tenant of its requirements in that regard, to furnish additional heat, ventilating or cleaning services to the premises on days and at times other than as above provided.

(b) Tenant will pay to Landlord a reasonable charge (i) for any such additional heat, ventilating or cleaning service required by Tenant. (ii) for any extra cleaning of the premises required because of the carelessness or indifference of Tenant or because of Tenant’s Weekly Receptions, as defined in Article 5.1, and (iii) for any cleaning done at the request of Tenant of any portions of the premises which may be used for storage,

shipping room or other non-office purposes. If the cost to Landlord for cleaning the premises shall be increased due to the installation in the premises, at Tenant’s request, of any materials or finish other than those which are building standard, Tenant shall pay to Landlord an amount equal to such increase in cost. The charge for additional heating and ventilating shall be equal to the actual cost of providing such service, including overhead and depreciation, but excluding profit, which charge, as of the Execution Date of this Lease, is equal to $40.75 per hour. Said charge shall only be increased in relation to the increase in actual costs incurred by Landlord in providing such heating, ventilating and air conditioning service.

8.6 Additional Air Conditioning Equipment. In the event Tenant requires additional air conditioning for business machines, meeting rooms or other special purposes, or because of occupancy or excess electrical loads, any additional air conditioning units, chillers, condensers, compressors, ducts, piping and other equipment, such additional air conditioning equipment will be installed and maintained by Landlord at Tenant’s sole cost and expense, but only if, in Landlord’s reasonable judgment, the same will not cause damage or injury to the Building or create a dangerous or hazardous condition or entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants; and Tenant shall reimburse Landlord in such an amount as will compensate it for the cost incurred by it in operating such additional air conditioning equipment. Any additional air conditioning equipment shown on Tenant’s final approved plans and any equipment substituted therefor which has equivalent electrical requirements shall, provided that Tenant maintains such equipment in good operating order, not be deemed to violate the provisions of this Article 8.6.

8.7 Repairs. Except as otherwise provided in Articles 18 and 20, and subject to Tenant’s obligations in Article 14, Landlord shall keep and maintain the roof, exterior walls, structural floor slabs, columns, elevators, public stairways and corridors, lavatories, equipment (including, without limitation, sanitary, electrical, heating, air conditioning, or other systems) and other common facilities of the Building, including the parking areas thereof, in good condition and repair.

8.8 Interruption or Curtailment of Services.

A. When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are necessary to be made, or of inability in securing supplies or labor, or of strikes, or of any other cause beyond the reasonable control of Landlord, whether such other cause be similar or dissimilar to those hereinabove specifically mentioned until said cause has been removed, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder,

B. Notwithstanding anything to the contrary in this Lease contained, if the premises shall lack any service which Landlord is required to provide hereunder (thereby rendering the premises or a portion thereof untenantable) so that, for the Landlord Service Interruption Cure Period, as hereinafter defined, the continued operation in the ordinary course of Tenant’s business is materially adversely affected and if Tenant ceases to use the affected portion of the premises during the period of untenantability as the direct result of such lack of service, then, provided that Tenant ceases to use the affected portion of the premises during the entirety of the Landlord Service Interruption Cure Period and that such untenantability and Landlord’s inability to cure such condition is not caused by the fault or neglect of Tenant or Tenant’s agents, employees or contractors, Yearly Rent, Operating Expense Excess and Tax Excess shall thereafter be abated in proportion to such untenantability until the day such condition is completely corrected.

For the purposes hereof, the “Landlord Service interruption Cure Period” shall be defined as five ( 5 ) consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causing untenantability in the premises, provided however, that the Landlord Service Interruption Cure Period shall be ten (10) consecutive business days

after Landlord’s receipt of written notice from Tenant of such condition causing untenantability in the premises if either the condition was caused by causes beyond Landlord’s control or Landlord is unable to cure such condition as the result of causes beyond Landlord’s control.

C. Notwithstanding anything to the contrary in this Lease contained, in the event that the premises lack any service which Landlord is required to provide hereunder or electric current thereby rendering the premises or any material portion thereof untenantable, the untenantability of which substantially adversely affects the continued operation in the ordinary course of Tenant’s business, and (i) if such untenantability continues for ninety (90) consecutive days after Landlord’s receipt of written notice of such condition from Tenant, and (ii) such untenantability is not caused by the fault or neglect of Tenant, or Tenant’s agents, employees, or contractors, then, provided that Tenant ceases to use the affected portion of the premises during the entire period of such untenantability, Tenant shall have the right to terminate this Lease exercisable by giving Landlord a written termination notice as follows. This Lease shall terminate as of the date ten (10) days after Landlord’s receipt of Tenant’s notice, unless Landlord shall have cured such condition on or before such tenth day.

D. The provisions of Paragraphs B and C of this Article 8.8 shall not apply in the event of untenantability caused by fire or other insured casualty, or taking (see Articles 18 and 20).

8.9 Energy Conservation. Notwithstanding anything to the contrary in this Article 8 or in this Lease contained, Landlord may institute, and Tenant shall comply with, such policies, programs and measures as may be necessary, required, or expedient for the conservation and/or preservation of energy or energy services, or as may be necessary or required to comply with applicable codes, rules regulations or standards.

8.10 Miscellaneous. Other than air conditioning, all services provided by Landlord to Tenant are based upon an assumed maximum premises population of one person per two hundred (200) square feet of Total Rentable Area (“Limit”), which Limit Tenant shall in no event exceed. Notwithstanding anything to the contrary in the Lease contained, the parties hereby acknowledge that within the classrooms of the premises, Tenant will be exceeding the Limit. Landlord shall permit Tenant to exceed the Limit in the classrooms, provided that (i) Tenant keeps such classrooms reasonably clean (i.e., putting cups, cans, paper, etc. in wastebaskets) and (ii) Tenant’s use of the classrooms complies with all applicable zoning and other legal requirements.

9. ESCALATION

9.1 Definitions. As used in this Article 9, the words and terms which follow mean and include the following:

(a) “Operating Year” shall mean a calendar year in which occurs any part of the term of this Lease.

(b) “Operating Costs in the Base Year” shall be the amount as stated in Exhibit 1

(d) “Taxes” shall mean the real estate taxes and other taxes, levies and assessments imposed upon the Building and the land on which it stands and upon any personal property of Landlord used in the operation thereof, or Landlord’s interest in the Building or such personal property (provided however, that with respect to any personal property used in the operation of buildings other than the Building the Taxes imposed on such personal property shall be equitably apportioned among such buildings), charges, fees and assessments for transit, housing, police, fire or other governmental services or purported benefits to the Building; service or user payments in lieu of taxes; and any and all other taxes, levies, betterments, assessments and charges arising from the ownership, leasing, operating, use or occupancy of the Building or based upon rentals derived therefrom, which are or shall be imposed by National, State, Municipal or other authorities. As of the Execution Date, “Taxes” shall not include any I franchise, rental, income or profit tax, capital levy or excise, provided, however, that any of the same and any other tax, excise, fee, levy, charge or assessment, however described, that may in the

future be levied or assessed as a substitute for or an addition to, in whole or in part, any tax, levy or assessment which would otherwise constitute “Taxes,” whether or not now customary or in the contemplation of the parties on the Execution Date of this Lease, shall constitute “Taxes,” but only to the extent calculated as if the Building and the land upon which it stands is the only real estate owned by Landlord. “Taxes” shall also include expenses of tax abatement or other proceedings contesting assessments or levies.

(e) “Tax Base” shall be the amount stated in Exhibit 1 and shall apply to a Tax Period of twelve (12) months. Tax Base shall be reduced pro rata if and to the extent that the Tax Period contains fewer than twelve (12) months.

(f) “Tax Period” shall be any fiscal tax period in respect of which Taxes are due and payable to the appropriate governmental taxing authority, any portion of which period occurs during the term of this Lease, the first such Period being the one in which the Term Commencement Date occurs.

(g) “Operating Costs”:

(1) Definition of Operating Costs. “Operating Costs” shall mean all costs incurred and expenditures of whatever nature made by Landlord in the operation and management, for repair and replacements, cleaning and maintenance of the Building and grounds including, without limitation, vehicular and pedestrian passageways related to the Building (but excluding those areas, if any, outside the Building and for which operating expenses are chargeable to non-office (i.e., commercial) tenants), related equipment, facilities and appurtenances, elevators, cooling and heating equipment. In the event that Landlord or Landlord’s managers or agents perform services for the benefit of the Building off-site which would otherwise be performed on-site (e.g., accounting), the cost of such services shall be reasonably allocated among the properties benefiting from such service and shall be included in Operating Costs. The Building’s pro rata share (as reasonably determined by Landlord) of the cost of operating, managing (including, without limitation, the cost of the management office for the buildings and facilities and the Park), maintaining and cleaning (including, without limitation, snow and ice removal) the parking and other common areas and facilities of the Park shared by the Building and other buildings in the Park shall be included in Operating Costs. Operating Costs shall include, without limitation, those categories of “Specifically Included Operating Costs,” as set forth below, but shall not include “Excluded Costs,” as hereinafter defined. If during all or part of any Operating Year (including, without limitation, the Base Year), Landlord is not performing or furnishing any item to any portion of the Building (the cost of which, if performed or furnished by Landlord to such portion of the Building would constitute a part of Operating Costs) on account of (a) such portion of the Building not being occupied or leased. (b) such item not being required or desired by a tenant, (c) any tenant itself obtaining or providing such item, or (d) any other reason, whether similar or dissimilar to the foregoing; then, Operating Costs shall be deemed to be increased by an amount equal to the additional costs and expenses which would reasonably have been incurred during such period by Landlord if it had performed or furnished such item to 95% of the Building.

(2) Definition of Excluded Costs. “Excluded Costs” shall be defined as:

(i) mortgage charges, brokerage commissions, salaries of executives and owners not directly employed in the management/operation of the Building, the cost of work done by Landlord for a particular tenant for which Landlord has the right to be reimbursed by such tenant;

(ii) costs to comply with any and all applicable federal, state and/or local laws, ordinances, rules and regulations (collectively “Laws”) which are effective and apply to the Building as of the Term Commencement Date;

(iii) subject to Subparagraph (3) below, such portion of expenditures as are not properly chargeable against income;

(iv) renovating or

otherwise improving, decorating, painting, or redecorating space for tenants or other occupants of the Building;

(v) attorneys’ fees, tenant improvement allowance, costs and disbursements and other expenses incurred in connection with negotiations with tenants or incurred in connection with the Building;

(vi) depreciation and amortization, except as provided in Article 9.1 (g)(3);

(vii) rental under any ground or underlying lease or leases;

(viii) repairs or other work occasioned by fire, windstorm or other casualty or by the exercise of eminent domain;

(ix) interest on debt or amortization payments on any mortgage or mortgages;

(x) Landlord’s general overhead except as it directly relates to the operation and management of the Building, Tenant hereby acknowledging that Operating Costs shall include a management fee;

(xi) costs incurred to clean up, contain, abate, remove or otherwise remediate asbestos or hazardous materials or substances from the Building, the Land or the Park:

(xii) capital expenditures, except as provided in Article 9. I (g)(3);

(xiii) marketing expenditures; and

(xiv) management fees in excess of four (4%) percent of the gross income of the Building.

(3) Capital Expenditures.

(i) New Capital Items. If a new capital item is acquired which does not replace another capital item which was worn out, has become obsolete, etc., and such new capital item is either required by law or reasonably estimated to reduce Operating Costs, then there shall be included in Operating Costs for each Operating Year in which and after such capital expenditure is made the Annual Charge-Off of such capital expenditure.

(ii) Annual Charge-Off. “Annual Charge-Off” shall be defined as the annual amount of principal and interest payments which would be required to repay a loan (“Capital Loan”) in equal monthly installments over the Useful Life, as hereinafter defined, of the capital item in question on a direct reduction basis at an annual interest rate equal to the Capital Interest Rate, as hereinafter defined, where the initial principal balance is the cost of the capital item in question. Notwithstanding the foregoing, if Landlord reasonably concludes on the basis of engineering estimates that a particular capital expenditure will effect savings in Building operating expenses including, without limitation, energy related costs, and that such projected savings will, on an annual basis (“Projected Annual Savings”), exceed the Annual Charge-Off of such capital expenditure computed as aforesaid, then and in such events, the Annual Charge-Off shall be increased to an amount equal to the Projected Annual Savings; and in such circumstances, the increased Annual Charge-Off (in the amount of the Projected Annual Savings) shall be made for such period of time as it would take to fully amortize the cost of the capital item in question, together with interest thereon at the Capital Interest Rate as aforesaid, in equal monthly payments, each in the amount of one-twelfth (1/12th) of the Projected Annual Savings, with such payments being applied first to interest and the balance to principal.

(iii) Useful Life. “Useful Life” shall be reasonably determined by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item.

(iv) Capital interest Rate. “Capital Interest Rate” shall be defined as an annual rate of either one percentage point over the AA Bond rate (Standard & Poor’s corporate composite or, if unavailable, its equivalent) as reported in the financial press at the time the capital expenditure is made or. If the capital item is acquired through third-party financing, then the actual (including fluctuating) rate paid by Landlord in financing the acquisition of such capital item.

(4) Specifically Included Categories of Operating Costs.

Operating Costs shall include, but not be limited to, the following:

Taxes (other than real estate taxes): Sales, Federal Social Security, Unemployment and Old Age Taxes and contributions and State Unemployment taxes and contributions accruing to and paid by the Landlord on account of all employees of Landlord and/or Landlord’s managing agent, who are employed in, about or on account of the Building, except that taxes levied upon the net income of the Landlord and taxes withheld from employees, and “Taxes” as defined in Article 9.l(d) shall not be included herein, provided however, that with respect to any employee who performs services for buildings other than the Building, the taxes payable or allocable to such employee shall be equitably apportioned among the buildings to which such employee, renders services based upon the time which such employee spent performing services for each such building.

Water: All charges and rates connected with water supplied to the Building and related sewer use charges.

Heat and Air Conditioning: All charges connected with heat and air conditioning supplied to the Building.

Wages: Wages and cost of all employee benefits of all employees of the Landlord and/or Landlord’s managing agent who are employed in, about or on account of the Building, provided however, that with respect to any employee who performs services for buildings other than the Building, the wages and costs payable or allocable to such employee shall be equitably apportioned among the buildings to which such employee renders services based upon the time which such employee spent performing services for each such building.

Cleaning: The cost of labor and material for cleaning the Building, surrounding areaways and windows in the Building.

Elevator Maintenance: All expenses for or on account of the upkeep and maintenance of all elevators in the Building.

Electricity: The actual cost of all electric current for the operation of any machine, appliance or device used for the operation of the common areas of the Building, including the cost of electric current for the elevators, lights, air conditioning and heating.

Insurance, etc.: Fire, casualty, liability and such other insurance as may from time to time be required by lending institutions on first-class office buildings in the City or Town wherein the Building is located and all other expenses customarily incurred in connection with the operation and maintenance of first-class office buildings in the City or Town wherein the Building is located including, without limitation, a management fee payable by Landlord and rental costs associated with the Park’s management office. Such rental costs shall be equitably apportioned among the buildings in the Park owned by Landlord.

9.2 Tax Excess. If in any Tax Period the Taxes exceed the Tax Base, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess, such amount being hereinafter referred to as “Tax Excess”. Tax Excess shall be due when billed by Landlord. In implementation and not in limitation of the foregoing, Tenant shall remit to Landlord pro rata monthly installments on account of projected Tax Excess, calculated by Landlord on the basis of the most recent Tax data

available. If the total of such monthly remittances on account of any Tax Period is greater than the actual Tax Excess for such Tax Period, Tenant may credit the difference against the next installment of rental or other charges due to Landlord hereunder. If the total of such remittances is less than the actual Tax Excess for such Tax Period, Tenant shall pay the difference to Landlord when billed therefor.

Appropriate credit against Tax Excess shall be given for any refund obtained by reason of a reduction in any Taxes by the Assessors or the administrative, judicial or other governmental agency responsible therefor. The original computations, as well as reimbursement or payments of additional charges, if any, or allowances, if any, under the provisions of this Article 9.2 shall be based on the original assessed valuations with adjustments to be made at a later date when the tax refund, if any, shall be paid to Landlord by the taxing authorities. Expenditures for legal fees and for other similar or dissimilar expenses incurred in obtaining the tax refund may be charged against the tax refund before the adjustments are made for the Tax Period.

9.3 Operating Expense Excess. If the Operating Costs in any Operating Year exceed the Operating Costs in the Base Year, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess, such amount being hereinafter referred to as “Operating Expense Excess.” Operating Expense Excess shall be due when billed by Landlord. In implementation and not in limitation of the foregoing, Tenant shall remit to Landlord pro rata monthly installments on account of projected Operating Expense Excess, calculated by Landlord on the basis of the most recent Operating Costs data or budget available. If the total of such monthly remittances on account of any Operating Year is greater than the actual Operating Expense Excess for such Operating Year, Tenant may credit the difference against the next installment of rent or other charges due to Landlord hereunder. If the total of such remittances is less than actual Operating Expense Excess for such Operating Year, Tenant shall pay the difference to Landlord when billed therefor.

9.4 Part Years. If the Term Commencement Date or the Termination Date occurs in the middle of an Operating Year or Tax Period, Tenant shall be liable for only that portion of the Operating Expense or Tax Excess, as the case may be, in respect of such Operating Year or Tax Period represented by a fraction the numerator of which is the number of days of the herein term which falls within the Operating Year or Tax Period and the denominator of which is three hundred sixty-five (365), or the number of days in said Tax Period, as the case may be.

9.5 Effect of Taking. In the event of any taking of the Building or the land upon which it stands under circumstances whereby this Lease shall not terminate under the provisions of Article 20 then, for the purposes of determining Tax Excess, there shall be substituted for the Tax Base originally provided for herein a fraction of such Tax Base, the numerator of which fraction shall be the Taxes for the first Tax Period subsequent to the condemnation or taking which takes into account such condemnation or taking, and the denominator of which shall be the Taxes for the last Tax Period prior to the condemnation or taking, which did not take into account such condemnation or taking. Tenant’s Proportionate Share shall be adjusted appropriately to reflect the proportion of the premises and/or the Building remaining after such taking.

9.6 Disputes, etc. Any disputes arising under this Article 9 may, at the election of either party, be submitted to arbitration as hereinafter provided. Any obligations under this Article 9 which shall not have been paid at the expiration or sooner termination of the term of this Lease shall survive such expiration and shall be paid when and as the amount of same shall be determined to be due.

10. CHANGES OR ALTERATIONS BY LANDLORD

Landlord reserves the right, exercisable by itself or its nominee, at any time and from time to time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant’s obligations under this Lease, to make such changes. alterations, additions, improvements, repairs or replacements in or to (i) the Building (including the premises) and the fixtures and equipment thereof, (ii) the street entrances, halls, passages, elevators, escalators, and stairways of the Building, as it may deem necessary or desirable, and (iii) the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs. toilets, or other public parts of the Building, or (iv) the parking and other common areas of the Park, provided, however, that there be no unreasonable obstruction of the right of access to, or unreasonable interference

with the use and enjoyment of, the premises by Tenant. Nothing contained in this Article 10 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with respect to making any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority. Landlord reserves the right to adopt and at any time and from time to time to change the name or address of the Building. Neither this Lease nor any use by Tenant shall give Tenant any right or easement for the use of any door or any passage or any concourse connecting with any other building or to any public convenience, and the use of such doors, passages and concourses and of such conveniences may be regulated or discontinued at any time and from time to time by Landlord without notice to Tenant and without affecting the obligation of Tenant hereunder or incurring any liability to Tenant therefor, provided, however, that there be no unreasonable obstruction of the right of access to, or unreasonable interference with the use of the premises by Tenant.

If at any time any windows of the premises are temporarily closed or darkened for any reason whatsoever including but not limited to, Landlord’s own acts, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatements of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction.

11. FIXTURES, EQUIPMENT AND IMPROVEMENTS—REMOVAL BY TENANT

All fixtures, equipment, improvements and appurtenances attached to or built into the premises prior to or during the term, whether by Landlord at its expense or at the expense of Tenant (either or both) or by Tenant shall be and remain part of the premises and shall not be removed by Tenant during or at the end of the term unless Landlord otherwise elects to require Tenant to remove such fixtures, equipment, improvements and appurtenances, in accordance with Articles 12 and/or 22 of the Lease. All electric, telephone, telegraph, communication, radio, plumbing, heating and sprinkling systems, fixtures and outlets, vaults, paneling, molding, built-in shelving, radiator enclosures, cork, rubber, linoleum and composition floors, ventilating, silencing, air conditioning and cooling equipment, shall be deemed to be included in such fixtures, equipment, improvements and appurtenances, whether or not attached to or built into the premises. Where not built into the premises, all removable electric fixtures, carpets, drinking or tap water facilities, furniture, or trade fixtures or business equipment or Tenant’s inventory or stock in trade shall not be deemed to be included in such fixtures, equipment, improvements and appurtenances and may be, and upon the request of Landlord will be, removed by Tenant upon the condition that such removal shall not materially damage the premises or the Building and that the cost of repairing any damage to the premises or the Building arising from installation or such removal shall be paid by Tenant. If this Lease shall be terminated by reason of Tenant’s breach or default, then, notwithstanding anything to the contrary in this Lease contained, Landlord shall have a lien against all Tenant’s property in the premises or elsewhere in the Building at the time of such termination to secure Landlord’s rights under Article 2 1 hereof. Tenant shall, within ten (10) days of Landlord’s written request, from time to time, execute and deliver to Landlord such documentation (e.g., UCC statements) as may be necessary to enable Landlord to perfect such lien.

12. ALTERATIONS AND IMPROVEMENTS BY TENANT

Tenant shall make no alterations, decorations, installations, removals, additions or improvements in or to the premises without Landlord’s prior written consent and then only those (i) which equal or exceed the specifications and quantities provided in Exhibit 3. and (ii) made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; and (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of lien bonds on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Landlord’s consent and approval required under this Article 12 shall not be unreasonably withheld. Landlord’s approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever, other than with respect to Tenant complying with Tenant’s obligations under the Lease to obtain Landlord’s approval thereof. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the

premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such work, alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time designate. If Tenant shall make any alterations, decorations, installations, removals, additions or improvements then Landlord may elect to require the Tenant at the expiration or sooner termination of the term of this Lease to restore the premises to substantially the same condition as existed at the Term Commencement Date. Landlord agrees to make such election at the time that Landlord approves Tenant’s plans for any such alterations, etc., if Tenant requests in writing that Landlord make such election at the time that Tenant requests Landlord’s approval of such alterations, etc. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any alteration, addition or improvement to the premises made by or for the account of Tenant in excess of the specifications and quantities provided in Exhibit 3.

13. TENANT’S CONTRACTORS—MECHANICS’ AND OTHER LIENS—STANDARD OF TENANT’S PERFORMANCE—COMPLIANCE WITH LAWS

Whenever Tenant shall make any alterations, decorations, installations, removals, additions or improvements in or to the premises—whether such work be done prior to or after the Term Commencement Date—Tenant will strictly observe the following covenants and agreements:

(a) Tenant agrees that it will not, either directly or indirectly, use any contractors and/or materials if their use will create any difficulty, whether in the nature of a labor dispute or otherwise, with other contractors and/or labor engaged by Tenant or Landlord or others in the construction, maintenance and/or operation of the Building or any part thereof.

(b) In no event shall any material or equipment be incorporated in or added to the premises, so as to become a fixture or otherwise a part of the Building, in connection with any such alteration, decoration, installation, addition or improvement which is subject to any lien, charge, mortgage or other encumbrance of any kind whatsoever or is subject to any security interest or any form of title retention agreement. Any mechanic’s lien filed against the premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s expense by filing the bond required by law or otherwise. If Tenant fails so to discharge any lien, Landlord may do so at Tenant’s expense and Tenant shall reimburse Landlord for any expense or cost incurred by Landlord in so doing within fifteen (15) days after rendition of a bill therefor.

(c) All installations or work done by Tenant shall be at its own expense and shall at all times comply with (i) laws, rules, orders and regulations of governmental authorities having jurisdiction thereof; (ii) orders, rules and regulations of any Board of Fire Underwriters. or any other body hereafter constituted exercising similar functions, and governing insurance rating bureaus; (iii) Rules and Regulations of Landlord; and (iv) plans and specifications prepared by and at the expense of Tenant theretofore submitted to and approved by Landlord.

(d) Tenant shall procure all necessary permits before undertaking any work in the premises; do ail of such work in a good and workmanlike manner, employing materials of good quality and complying with all governmental requirements; and defend, save harmless, exonerate and indemnify Landlord from all injury, loss or damage to any person or property occasioned by or growing out of such work. Tenant shall cause contractors employed by Tenant to carry Worker’s Compensation Insurance in accordance with statutory requirements, Automobile Liability Insurance and, naming Landlord as an additional insured, Commercial General Liability Insurance covering such contractors on or about the premises in the amounts stated in Article 15 hereof or in such other reasonable amounts as Landlord shall require and to submit certificates evidencing such coverage to Landlord prior to the commencement of such work.

14. REPAIRS BY TENANT—FLOOR LOAD

14.1 Repairs by Tenant. Tenant shall keep the premises neat and clean (including periodic rug shampoo and waxing of tiled floors and cleaning of blinds and drapes) and in such repair, order and condition as the same are in on the Term Commencement Date or may be put in during the term hereof, reasonable use and wearing thereof and damage by fire or by other casualty excepted. Tenant shall be solely responsible for the proper maintenance of all equipment and appliances operated by Tenant, including, without limitation, copiers, laser printers, computers and refrigerators. Tenant shall make, as and when needed as a result of misuse by, or neglect or improper conduct of, Tenant or Tenant’s servants, employees, agents, contractors, invitees, or licensees or otherwise, all repairs in and about the premises necessary to preserve them in such repair, order and condition, which repairs shall be in quality and class equal to the original work. Landlord may elect, at the expense of Tenant, to make any such repairs or to repair any damage or injury to the Building or the premises caused by moving property of Tenant in or out of the Building, or by installation or removal of furniture or other property, or by misuse by, or neglect, or improper conduct of, Tenant or Tenant’s servants, employees, agents, contractors, or licensees.

14.2 Floor Load—Heavy Machinery. Tenant shall not place a load upon any floor of the premises exceeding the floor load per square foot of area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including safes, which shall be placed so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s judgment to absorb and prevent vibration, noise and annoyance. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter, or fixtures into or out of the Building without Landlord’s prior written consent. If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger’s License to do said work, and that all work in connection therewith shall comply with applicable laws and regulations. Any such moving shall be at the sole risk and hazard of Tenant and Tenant will defend, indemnify and save Landlord harmless against and from any liability, loss, injury, claim or suit resulting directly or indirectly from such moving. Proper placement of all such business machines, etc. in the premises shall be Tenant’s responsibility.

15. INSURANCE, INDEMNIFICATION, EXONERATION AND EXCULPATION

15.1 General Liability Insurance. Tenant shall procure, and keep in force and pay for, Commercial General Liability Insurance insuring Tenant on an occurrence basis against all claims and demands for personal injury liability (including, without limitation, bodily injury. sickness, disease, and death) or damage to property which may be claimed to have occurred from and after the time Tenant and/or its contractors enter the premises in accordance with Article 4 of this Lease, of not less than One Million ($1.000,000) Dollars in the event of personal injury to any number of persons or damage to property, arising out of any one occurrence, with an umbrella policy of not less than Five Million ($5,000,000) Dollars, and from time to time thereafter shall be not less than such higher amounts. If procurable, as may be reasonably required by Landlord and are customarily carried by responsible similar tenants in the City or Town wherein the Building is located.

15.1A Liquor Legal Liability Insurance. If alcoholic beverages are sold, used, delivered or stored on, in or from the premises, Tenant shall maintain throughout the term of this Lease at its expense, insurance of not less than Two Million Dollars ($2,000,000) covering any claims arising under applicable law relating to the manufacture. storage, sale, use or giving away of any alcoholic or other intoxicating liquor or beverage in connection with Tenant’s operations in the Building, which claims could be asserted against Landlord, Tenant, the Building or the premises.

15.2 Certificates of Insurance. Such insurance shall be effected with insurers approved by Landlord, authorized to do business in the State wherein the Building is situated under valid and

enforceable policies wherein Tenant names Landlord and Landlord’s managing agent as additional insureds. Such insurance shall provide that it shall not be canceled or modified without at least thirty (30) days’ prior written notice to each insured named therein. On or before the time Tenant and/or its contractors enter the premises in accordance with Articles 4 and 14 of this Lease and thereafter not less than fifteen (15) days prior to the expiration date of each expiring policy, original copies of the policies provided for in Article 15.1 issued by the respective insurers, or certificates of such policies setting forth in full the provisions thereof and issued by such insurers together with evidence satisfactory to Landlord of the payment of all premiums for such policies, shall be delivered by Tenant to Landlord and certificates as aforesaid of such policies shall upon request of Landlord, be delivered by Tenant to the holder of any mortgage affecting the premises.

15.3 General. Tenant will save Landlord, its agents and employees, harmless and will exonerate, defend and indemnify Landlord, its agents and employees, from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority arising from the Tenant’s breach of the Lease or:

(a) On account of or based upon any injury to person, or loss of or damage to property, sustained or occurring on the premises on account of or based upon the act, omission, fault, negligence or misconduct of any person whomsoever (except to the extent the same is caused by Landlord, its agents, contractors or employees);

(b) On account of or based upon any injury to person, or loss of or damage to property, sustained or occurring elsewhere (other than on the premises) in or about the Building (and, in particular, without limiting the generality of the foregoing, on or about the elevators, stairways, public corridors, sidewalks, concourses, arcades, malls, galleries, vehicular tunnels, approaches, areaways, roof, or other appurtenances and facilities used in connection with the Building or premises) arising out of the negligence or willful misconduct of Tenant, its agents, employees or contractors: and

(c) On account of or based upon (including monies due on account of) any work or thing whatsoever done (other than by Landlord or its contractors, or agents or employees of either) on the premises during the term of this Lease and during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the premises.

(d) Tenant’s obligations under this Article 15.3 shall be insured either under the Commercial General Liability Insurance required under Article 15.1, above, or by a contractual insurance rider or other coverage; and certificates of insurance in respect thereof shall be provided by Tenant to Landlord upon request.

15.3A Landlord’s Indemnity of Tenant. Landlord, subject to the limitations on Landlord’s liability contained in Articles 19 and 26 of this Lease, agrees to hold Tenant harmless and to defend, exonerate and indemnify Tenant from and against any and all claims, liabilities, or penalties asserted by or on behalf of any third party (i.e. any person, firm, corporation or public authority) for damage to property or injuries to persons on account of or based upon any injury to persons, or loss of or damage to property, sustained or occurring in the Building to the extent arising from the negligence, or willful misconduct of Landlord or Landlord’s agents, employees or contractors.

15.4 Property of Tenant. In addition to and not in limitation of the foregoing, Tenant covenants and agrees that, to the maximum extent permitted by law, all merchandise, furniture, fixtures and property of every kind, nature and description related or arising out of Tenant’s leasehold estate hereunder, which may be in or upon the premises or Building, in the public corridors, or on the sidewalks, areaways and approaches adjacent thereto, shall be at the sole risk and hazard of Tenant, and that if the whole or any part thereof shall be damaged, destroyed, stolen or removed from any cause or reason whatsoever no part of said damage or loss shall be charged to, or borne by, Landlord.

15.5 Bursting of Pipes, etc. Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part of the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or subsurface or from any other place or caused by dampness, vandalism, malicious mischief or by any other cause of whatever nature, unless caused by or due to the

negligence of Landlord, its agents, servants or employees, and then, where notice and an opportunity to cure are appropriate (i.e., where Tenant has an opportunity to know or should have known of such condition sufficiently in advance of the occurrence of any such injury or damage resulting therefrom as would have enabled Landlord to prevent such damage or loss had Tenant notified Landlord of such condition), only after (i) notice to Landlord of the condition claimed to constitute negligence and (ii) the expiration of a reasonable time after such notice has been received by Landlord without Landlord having taken all reasonable and practicable means to cure or correct such condition; and pending such cure or correction by Landlord, Tenant shall take all reasonably prudent temporary measures and safeguards to prevent any injury, loss or damage to persons or property. In no event shall Landlord be liable for any loss, the risk of which is covered by Tenant’s insurance or is required to be so covered by this Lease; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by operations in construction of any private, public, or quasi-public work; nor shall Landlord be liable for any latent defect in the premises or in the Building; provided however, that the foregoing shall not relieve Landlord of its obligation to perform maintenance and repairs pursuant to Article 8.7. Landlord shall cooperate with Tenant in such manner as Tenant shall reasonably request in the event that Tenant suffers any loss or damage by reason of any such latent defect so that Tenant shall be able to prosecute any claim which it may have against the contractor and/or material supplier responsible for such latent defect. Without limiting the foregoing, Landlord shall assign its right to Tenant against any such contractor and/or material supplier, if necessary to enable Tenant to prosecute its claim against any such contractor and/or material supplier.

15.6 Repairs and Alterations—No Diminution of Rental Value. Except as otherwise provided in Article 18, there shall be no allowance to Tenant for diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to Tenant arising from any repairs, alterations, additions. replacements or improvements made by Landlord, Tenant or others in or to any portion of the Building or premises or any property adjoining the Building, or in or to fixtures, appurtenances, or equipment thereof, or for failure of Landlord or others to make any repairs, alterations, additions or improvements in or to any portion of the Building, or of the premises, or in or to the fixtures, appurtenances or equipment thereof.

16. ASSIGNMENT, MORTGAGING AND SUBLETTING

A. Tenant covenants and agrees that neither this Lease nor the term and estate hereby granted, nor any interest herein or therein, will be assigned, mortgaged, pledged, encumbered or otherwise transferred, voluntarily, by operation of law or otherwise, and that neither the premises, nor any part thereof will be encumbered in any manner by reason of any act or omission on the part of Tenant, or used or occupied, or permitted to be used or occupied, or utilized for desk space or for mailing privileges, by anyone other than Tenant, or for any use or purpose other than as stated in Exhibit 1, or be sublet, or offered or advertised for subletting. Notwithstanding the foregoing, it is hereby expressly understood and agreed however, if Tenant is a corporation, that the assignment or transfer of this Lease, and the term and estate hereby granted, to any corporation into which Tenant is merged or with which Tenant is consolidated which corporation shall have a net worth at least equal to that of Tenant immediately prior to such merger or consolidation (such corporation being hereinafter called “Assignee”), shall not be deemed to be prohibited hereby if, and upon the express condition that Assignee and Tenant shall promptly execute, acknowledge and deliver to Landlord an agreement (“Assumption Agreement”) in form and substance satisfactory to Landlord whereby Assignee shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Article 16 shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future assignments and transfers. Attached to the Lease as Exhibit 9 is a form of Assumption Agreement which is satisfactory to Landlord.

B. Notwithstanding anything to the contrary in the Lease contained:

1. Tenant shall, prior to offering or advertising the premises or any portion thereof for sublease or assignment give Landlord a Recapture Offer, as hereinafter defined.

2. For the purposes hereof a “Recapture Offer” shall be defined as a notice in writing from Tenant to Landlord which:

(a) States that Tenant desires to sublet the premises, or a portion thereof, or to assign its interest in this Lease.

(b) Identifies the affected portion of the premises (“Recapture Premises”).

(c) Identifies the period of time (“Recapture Period”) during which Tenant proposes to sublet the Recapture Premises or to assign its interest in the Lease.

(d) Offers to Landlord to terminate the Lease in respect of the Recapture Premises (in the case of a proposed assignment of Tenant’s interest in the Lease or a subletting for the remainder of the term of the Lease) or to suspend the term of the Lease pro tanto in respect of the Recapture Period (i.e. the term of the Lease in respect of the Recapture Premises shall be terminated during the Recapture Period and Tenant’s rental obligations shall be reduced in proportion to the ratio of the Total Rentable Area of the Recapture Premises to the Total Rentable Area of the premises then demised to Tenant).

3. Landlord shall have thirty (30) days to accept a Recapture Offer. If Landlord does not timely give written notice to Tenant accepting a Recapture Offer, then Landlord agrees that it will not unreasonably withhold or delay its consent to a sublease of the Recapture Premises for the Recapture Period, or an assignment of Tenant’s interest in the Lease, as the case may be, to a Qualified Transferee, as hereinafter defined.

4. For the purposes hereof, a “Qualified Transferee” shall be defined as a person, firm or corporation which, in Landlord’s reasonable opinion:

(a) is financially responsible and of good reputation;

(b) is engaged in a business, the functional aspects of which, with respect to the premises, are similar to the use of other premises made by other office space tenants in the Building; and

5. For the purposes hereof, a “Restricted Park Occupant” shall be defined as any tenant or subtenant of premises in the Park (“Park Occupant”). Notwithstanding the foregoing, a Park Occupant who satisfies all three of the following criteria shall not be deemed to be a Restricted Park Occupant:

(a) Such occupant desires to sublease the Recapture Premises for expansion purposes only; and

(b) Such Occupant’s occupancy of the Recapture Premises will not, either directly or indirectly, cause a vacancy in the premises which such occupant then occupies in the Park; and

(c) Such Occupant’s need, as to the size of premises and length of term, cannot then (i.e., at the time that Tenant requests Landlord’s consent to such Occupant) be satisfied by Landlord.

6. Notwithstanding anything to the contrary in this Paragraph B contained:

(a) If Tenant is in default of its obligations under the Lease at the time that it makes the aforesaid offer to Landlord, such default shall be deemed to be a “reasonable” reason for Landlord withholding its consent to any proposed subletting or assignment: and

(b) If Tenant does not enter into a sublease with a subtenant (or an assignment to an assignee, as the case may be) approved by Landlord, as aforesaid, on or before the date which is one hundred eighty (180) days after the earlier of: (x) the expiration of said thirty (30) day period, or (y) the date that Landlord notifies Tenant that Landlord will not accept Tenant’s offer to terminate or suspend the Lease, then Landlord shall have the right arbitrarily to withhold its consent to any subletting or assignment proposed to be entered into by , Tenant after the expiration of said one hundred eighty (180) day period unless Tenant again offers, in accordance with this Paragraph B, either to terminate or to suspend the Lease in respect of the portion of the premises proposed to be sublet (or in respect of the entirety of the premises in the event of a proposed assignment, as the case may be). If Tenant shall make any subsequent offers to terminate or

suspend the Lease pursuant to this Paragraph B, any such subsequent offers shall be treated in all respects as if it is Tenant’s first offer to suspend or terminate the Lease pursuant to this Paragraph B.

7. Notwithstanding anything to the contrary herein contained, but subject to the last sentence of this Subparagraph 7, Tenant shall have no rights with respect to either Portion of the premises under this Paragraph B hereof prior to the date one (1) year after the Rent Commencement Date in respect of such Portion of the premises. Without limiting the foregoing, Tenant shall have no right to give Landlord a Recapture Offer with respect to either Portion of the Premises prior to the date one (1) year after the Rent Commencement Date in respect of such Portion of the premises. Notwithstanding anything to the contrary in this Subparagraph 7 contained, in the event that Tenant is not allowed to use the premises for the Permitted Use due to applicable laws, codes, orders, rules or regulations prior to the date one (1) year after the Rent Commencement Date, then Tenant shall have its rights under this Paragraph B prior to the date one (1) year after the Rent Commencement Date in respect of such Portion of the premises.

8. No subletting or assignment shall relieve Tenant of its primary obligation as party-Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under the Lease.

C. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without giving Landlord a Recapture Offer, to assign its interest in this Lease and to sublease the premises, or any portion thereof, to an Affiliated Entity, as hereinafter defined, so long as such entity remains in such relationship to Tenant, and provided that prior to or simultaneously with such assignment or sublease, such Affiliated Entity executes and delivers to Landlord an Assumption agreement, as hereinabove defined. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, control shall mean the direct or indirect ownership of more than fifty (50%) percent of the beneficial interest of the entity in question.

D. If Tenant is an individual who uses and/or occupies the premises with partners, or if Tenant is a partnership, then:

(i) Each present and future partner shall be personally bound by and upon all of the covenants, agreements. terms, provisions and conditions set forth in this Lease on the part of Tenant to be performed; and

(ii) In confirmation of the foregoing, Landlord may (but without being required to do so) request (and Tenant shall duly comply) that Tenant, at the time that Tenant admits any new partner to its partnership, shall require each such new partner to execute an agreement in form and substance satisfactory to Landlord whereby such new partner shall agree to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions of this Lease on the part of Tenant to be performed, without regard to the time when such new partner is admitted to partnership or when any obligations under any such covenants, etc., accrue.

E. The listing of any name other than that of Tenant, whether on the doors of the premises or on the Building directory, or otherwise, shall not operate to vest in any such other person, firm or corporation any right or interest in this Lease or in the premises or be deemed to effect or evidence any consent of Landlord, it being expressly understood that any such listing is a privilege extended by Landlord revocable at will by written notice to Tenant.

F. If this Lease be assigned, or if the premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved then due and thereafter becoming due, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. Any consent by Landlord to a particular assignment or subletting shall not in any way diminish the prohibition stated in the first sentence of this Article 16 or the continuing liability of the Tenant named on

Exhibit 1 as the party Tenant under this Lease. No assignment or subletting shall affect the purpose for which the premises may be used as stated in Exhibit 1.

17. MISCELLANEOUS COVENANTS

Tenant covenants and agrees as follows:

17.1 Rules and Regulations. Tenant will faithfully observe and comply with the Rules and Regulations, if any, annexed hereto and such other and further reasonable Rules and Regulations as Landlord hereafter at any time or from time to time may make and may communicate in writing to Tenant, which in the reasonable judgment of Landlord shall be necessary for the reputation, safety, care or appearance of the Building, or the preservation of good order therein, or the operation or maintenance of the Building, or the equipment thereof, or the comfort of tenants or others in the Building, provided, however, that in the case of any conflict between the provisions of this Lease and any such regulations, the provisions of this Lease shall control, and provided further that nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or the terms, covenants or conditions in any other lease as against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, contractors, visitors, invitees or licensees.

17.2 Access to Premises—Shoring. Tenant shall: (i) permit Landlord to erect, use and maintain pipes. ducts and conduits in and through the premises, provided the same do not materially reduce the floor area or materially adversely affect the appearance thereof; (ii) upon prior oral notice (except that no notice shall be required in emergency situations), permit Landlord and any mortgagee of the Building or the Building and land or of the interest of Landlord therein, and any lessor under any ground or underlying lease. and their representatives, to have free and unrestricted access to and to enter upon the premises at all reasonable hours for the purposes of inspection or of making repairs, replacements or improvements in or to the premises or the Building or equipment (including, without limitation, sanitary, electrical, heating, air conditioning or other systems) or of complying with all laws, orders and requirements of governmental or other authority or of exercising any right reserved to Landlord by this Lease (including the right during the progress of any such repairs, replacements or improvements or while performing work and furnishing materials in connection with compliance with any such laws, orders or requirements to take upon or through, or to keep and store within, the premises all necessary materials, tools and equipment); and (iii).. permit Landlord, at reasonable times, to show the premises during ordinary business hours to any existing or prospective mortgagee, ground lessor, space lessee, purchaser, or assignee of any mortgage, of the Building or of the Building and the land or of the interest of Landlord therein, and during the period of 12 months next preceding the Termination Date to any person contemplating the leasing of the premises or any part thereof. If Tenant shall not be personally present to open and permit an entry into the premises at any time when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord’s agents may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agent is liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting the obligations and covenants of this Lease.

Provided that Landlord shall incur no additional expense thereby, Landlord shall exercise its rights of access to the premises permitted under any of the terms and provisions of this Lease in such manner as to minimize to the extent practicable interference with Tenant’s use and occupation of the premises.

17.3 Accidents to Sanitary and Other Systems. Tenant shall give to Landlord prompt notice of any fire or accident in the premises or in the Building and of any damage to, or defective condition in, any part or appurtenance of the Building including, without limitation, sanitary, electrical, ventilation, heating and air conditioning or other systems located in, or passing through, the premises. Except as otherwise provided in Articles 18 and 20, and subject to Tenant’s obligations in Article 14, such damage or defective condition shall be remedied by Landlord with reasonable diligence, but if such damage or defective condition was caused by Tenant or by the employees, licensees, contractors or invitees of Tenant, the cost to remedy the same shall be paid

by Tenant. In addition, all reasonable costs incurred by Landlord in connection with the investigation of any notice given by Tenant shall be paid by Tenant if the reported damage or defective condition was caused by Tenant or by the employees, licensees, contractors, or invitees of Tenant. Tenant shall not be entitled to claim any eviction from the premises or any damages arising from any such damage or defect unless the same (i) shall have been occasioned by the negligence of the Landlord, its agents, servants or employees and (ii) shall not, after notice to Landlord of the condition claimed to constitute negligence, have been cured or corrected within a reasonable time after such notice has been received by Landlord; and in case of a claim of eviction unless such damage or defective condition shall have rendered the premises untenantable and they shall not have been made tenantable by Landlord within a reasonable time.

17.4 Signs, Blinds and Drapes. Tenant shall put no signs in any part of the Building. Notwithstanding the foregoing, Landlord shall provide and install Building standard tenant identification signage in the following areas (“Tenant Signage”): (i) main directory at the entrance of the Park, (ii) lobby directories of the Building; (iii) Tenant’s entrance door to the premises; and (iv) arrow signage on the floor of the premises. The initial Tenant Signage shall be at Landlord’s cost and expense. Any changes or additions to Tenant’s Signage shall be at Tenant’s cost and expense. In addition to the Tenant Signage, Tenant shall be permitted to install its name on the Building’s monument sign provided that either: (i) Tenant is the largest tenant in the Building on a square footage basis, or (ii) the monument sign is redesigned b), Landlord. at Tenant’s cost, to allow for three (3) signs and Tenant is one of the two (2) largest tenants in the Building, on a square footage basis. No signs or blinds may be put on or in any window or elsewhere by Tenant if visible from the exterior of the Building, nor may the building standard drapes or blinds be removed by Tenant. Building standard vertical blinds shall be installed by Landlord in the perimeter windows of the premises Tenant may hang its own drapes, provided that they shall not in any way interfere with the building standard drapery or blinds or be visible from the exterior of the Building and that such drapes are so hung and installed that when drawn, the building standard drapery or blinds are automatically also drawn. Any signs or lettering in the public corridors or on the doors shall conform to Landlord’s building standard design. Neither Landlord’s name, nor the name of the Building or the Park, or the name of any other structure erected therein shall be used without Landlord’s consent in any advertising material (except on business stationery or as an address in advertising matter), nor shall any such name, as aforesaid, be used in any undignified, confusing, detrimental or misleading manner.

17.5 Estoppel Certificate. Tenant shall at any time and from time to time upon not less than ten (10) days’ prior notice by Landlord to Tenant, execute, acknowledge and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and the dates to which the Yearly Rent and other charges have been paid in advance, if any, stating whether or not Landlord is in default in performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default and such other facts as Landlord may reasonably request, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser of the Building or of the Building and the land or of any interest of Landlord therein, any mortgagee or prospective mortgagee thereof, any lessor or prospective lessor thereof, any lessee or prospective lessee thereof, or any prospective assignee of any mortgage thereof. Time is of the essence in respect of any such requested certificate, Tenant hereby acknowledging the importance of such certificates in mortgage financing arrangements, prospective sale and the like. Tenant hereby appoints Landlord Tenant’s attorney-in-fact in its name and behalf to execute such statement if Tenant shall fail to execute such statement within such ten-(10)-day period.

17.6 Prohibited Materials and Property.

A. Tenant shall not bring or permit to be brought or kept in or on the premises or elsewhere in the Building (i) any inflammable, combustible or explosive fluid, material, chemical or substance including, without limitation, any hazardous substances as defined under Massachusetts General Laws chapter 2 1 E, the Federal Comprehensive Environmental Response Compensation and Liability Act (CERCLA), 42 USC $9601 as, amended, under Section 3001 of the Federal Resource conservation and Recovery Act of 1976, as amended, or under any regulation of any governmental authority

regulating environmental or health matters (except for standard office supplies stored in proper containers), (ii) any materials, appliances or equipment (including, without limitation, materials, appliances and equipment selected by Tenant for the construction or other preparation of the premises and furniture and carpeting) which pose any danger to life, safety or health or may cause damage, injury or death; (iii) any unique, unusually valuable, rare or exotic property, work of art or the like unless the same is fully insured under all-risk coverage, or (iv) any data processing, electronic, optical or other equipment or property of a delicate, fragile or vulnerable nature unless the same are housed, shielded and protected against harm and damage, whether by cleaning or maintenance personnel, radiations or emanations from other equipment now or hereafter installed in the Building, or otherwise. Nor shall Tenant cause or permit any potentially harmful air emissions, odors of cooking or other processes, or any unusual or other objectionable odors or emissions to emanate from or permeate the premises.

B. Landlord represents and warrants that, except as set forth in Exhibit 7, Landlord is unaware of the existence of any Hazardous Material on the land or in the Building, including its interior, systems or structure (collectively, the “Property”), except for standard office supplies stored in proper containers and oil and gasoline in automobiles located on the land. “Hazardous Material” shall mean: (i) asbestos or asbestos containing material, (ii) polychlorinated biphenyls, (iii) radiation and (iv) any material or substance, whether solid, gaseous or liquid, which may pose a present or potential hazard to human health or the environment when improperly disposed of, treated, stored, transported. or otherwise managed. including (a) oil (except for fuel properly stored and handled in the Building) or hazardous substances subject to Massachusetts General Laws Chapter 2 1 E or CERCLA, (b) hazardous waste identified in accordance with Section 300 1 of the Federal Resource Conservation and Recovery Act of 1976, as amended, and (c) hazardous waste, material or substance identified by any present regulation of any governmental authority regulating environmental or health, matters.

17.7 Requirements of Law—Fines and Penalties. Tenant at its sole expense shall comply with all laws, rules, orders and regulations, including, without limitation, all energy-related requirements, of Federal, State, County and Municipal Authorities and with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with respect to or arising out of Tenant’s use or occupancy of the premises. Tenant shall reimburse and compensate Landlord for all ‘ expenditures made by, or damages or fines sustained or incurred by, Landlord due to nonperformance or noncompliance with or breach or failure to observe any item, covenant, or condition of this Lease upon Tenant’s part to be kept, observed, performed or complied with. If Tenant receives notice of any violation of law, ordinance, order or regulation applicable to the premises, it shall give prompt notice thereof to Landlord.

17.8 Tenant’s Acts—Effect on Insurance. Tenant shall not do or permit to be done any act or thing upon the premises or elsewhere in the Building which will invalidate or be in conflict with any insurance policies covering the Building and the fixtures and property therein; and shall not do, or permit to be done, any act or thing upon the premises which shall subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon said premises or for any other reason. Tenant at its own expense shall comply with all rules, orders, regulations and requirements of the Board of Fire Underwriters, or any other similar body having jurisdiction, and shall not (i) do, or permit anything to be done, in or upon the premises, or bring or keep anything therein, except as now or hereafter permitted by the Fire Department, Board of Underwriters, Fire Insurance Rating Organization, or other authority having jurisdiction, and then only in such quantity and manner of storage as will not increase the rate for any insurance applicable to the Building, or (ii) use the premises in a manner which shall increase such insurance rates on the Building, or on property located therein, over that applicable when Tenant first took occupancy of the premises hereunder. If by reason of the failure of Tenant to comply with the provisions hereof the insurance rate applicable to any policy of insurance shall at any time thereafter be higher than it otherwise would be, the Tenant shall reimburse Landlord for that part of any insurance premiums thereafter paid by Landlord, which shall have been charged because of such failure by Tenant.

17.9 Miscellaneous. Tenant shall not suffer or permit the premises or any fixtures, equipment or utilities therein or serving the same, to be overloaded, damaged or defaced, nor permit any hole to be drilled or made in any part thereof. Tenant shall not suffer or permit any employee, contractor, business invitee or visitor to violate any covenant, agreement or obligations of the Tenant under this Lease.

18. DAMAGE BY FIRE, ETC.

During the entire term of this Lease, and adjusting insurance coverages to reflect current values from time to time:—(i) Landlord shall keep the Building (excluding work, installations, improvements and betterments in the premises which exceed the specifications provided in Exhibit 3, [called “Over-Building-Standard Property”] and any other property installed by or at the expense of Tenant) insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance in an amount equal to one hundred percent (1 00%) of the full insurable value thereof above foundation walls; and (ii) Tenant shall keep its personal property in and about the premises and the Over-Building-Standard Property insured against loss or damage caused by any peril covered under fire, extended coverage and all risk insurance in an amount equal to one hundred percent (1 00%) of the full insurable value thereof. Such Tenant’s insurance shall insure the interests of both Landlord and Tenant as their respective interests may appear from time to time and shall name Landlord as an additional insured: and the proceeds thereof shall be used only for the replacement or restoration of such personal property and the Over-Building-Standard Property.

If any portion of the premises required to be insured by Landlord under the preceding paragraph shall be damaged by fire or other Insured casualty, Landlord shall proceed with diligence, subject to the then applicable statutes, building codes, zoning ordinances, and regulations of any governmental authority, and at the expense of Landlord (but only to the extent of insurance proceeds made available to Landlord by any mortgagee and/or ground lessor of the real property of which the premises are a part) to repair or cause to be repaired such damage, provided, however, in respect of any Over-Building Standard Property as shall have been damaged by such fire or other casualty and which (in the judgment of Landlord) can more effectively be repaired as an Integral part of Landlord’s repair work on the premises, that such repairs to such Tenant’s alterations, decorations, additions and improvements shall be performed by Landlord but at I Tenant’s expense; in all other respects, all repairs to and replacements of Tenant’s property and Over-Building-Standard Property shall be made by and at the expense of Tenant. If the premises or any part thereof shall have been rendered unfit for use and occupation hereunder by reason of such damage the Yearly Rent or a just and proportionate part thereof, according to the nature and extent to which the premises shall have been so rendered unfit, shall be suspended or abated until the premises (except as to the property which is to be repaired by or at the expense of Tenant) shall have been restored as nearly as practicably may be to the condition in which they were immediately prior to such fire or other casualty. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request in assisting Landlord in collecting rent insurance proceeds due in connection with any casualty which affects the premises. Landlord shall not be liable for delays in the making of any such repairs which are due to government regulation, casualties and strikes, unavailability of labor and materials, and other causes beyond the reasonable control of Landlord, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. If (i) the premises are so damaged by fire or other casualty (whether or not insured) at any time during the last eighteen (18) months of the term hereof that the cost to repair such damage is reasonably estimated to exceed one third of the total Yearly Rent payable hereunder for the period from the estimated date of restoration until the Termination Date, or (ii) the Building (whether or not including any portion of the premises) is so damaged by fire or other casualty (whether or not insured) that substantial alteration or reconstruction of fifty (50%) percent or more of the Building or demolition of the Building shall in Landlord’s judgment be required, then and in either of such events, this Lease and the term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be given by Landlord to Tenant within sixty (60) days following such fire or other casualty, the effective termination date of which shall be not less than thirty (30) days after the day on which such termination notice is received by Tenant. Notwithstanding anything to the contrary herein contained, Landlord shall not exercise its right to terminate the term of the Lease pursuant to clause (ii) of the immediately preceding sentence unless Landlord also terminates the leases of all other tenants similarly affected by such fire or

casualty. in the event of any termination, this Lease and the term hereof shall expire as of such effective termination date as though that were the Termination Date as stated in Exhibit 1 and the Yearly Rent shall be apportioned as of such date; and if the premises or any part thereof shall have been rendered unfit for use and occupation by reason of such damage the Yearly Rent for the period from the date of the tire or other casualty to the effective termination date, or a just and proportionate part thereof, according to the nature and extent-to which the premises shall have been so rendered unfit, shall be abated. If any portion of the premises or any portion of the Building shall be damaged or destroyed by fire or other casualty to the extent that the operation of Tenant’s business in the premises in the normal course is materially adversely affected, then, within thirty (30) days of such fire or other casualty, Landlord shall submit to Tenant a reasonable engineering estimate as to the estimated length of time to complete such repairs. If the time period (“Estimated Restoration Period”) set forth in such estimate shall exceed one hundred eighty (180) days of the date of such casualty. Tenant may elect, by a notice sent within fifteen (15) days after notice of such estimate is sent to Tenant. to terminate this Lease. If such estimate shall fall within the 180-day limit, Tenant shall have no such right to terminate and Landlord shall, subject to the provisions of this Article 18, proceed with due diligence and promptness to reasonably complete the repairs or restoration within such one hundred eighty (180) days, subject always to delays for causes beyond Landlord’s reasonable control including, but not limited to the causes specified in Article 26 hereof, and the other limitations set forth in this Article 18.

In the event that the premises or the Building are damaged by fire or other casualty to such an extent so as to render the premises untenantable, and if Landlord shall fail to substantially complete said repairs or restoration within a period (“Restoration Period”) which is the greater of the Estimated Restoration Period or one hundred fifty (150) days after the date of such fire or other casualty for any reason other than Tenant’s fault, Tenant may terminate this Lease by giving Landlord written notice as follows:

(a) Said notice shall be given after said Restoration Period.

(b) Said notice shall set forth an effective date which is not earlier than thirty (30) days after Landlord receives said notice.

(c) If said repairs or restoration are substantially complete on or before the date thirty (30) days (which thirty-(30)-day period shall be extended by the length of any delays caused by Tenant or Tenant’s contractors) after Landlord receives such notice, said notice shall have no further force and effect.

(d) If said repairs or restoration are not substantially complete on or before the date thirty (30) days (which thirty-(30)-day period shall be extended by the length of any delays caused by Tenant or Tenant’s contractors) after Landlord receives such notice, the Lease shall terminate as of said effective date.

19. WAIVER OF SUBROGATION

In any case in which Tenant shall be obligated to pay to Landlord any loss, cost, damage, liability, or expense suffered or incurred by Landlord, Landlord shall allow to Tenant as an offset against the amount thereof (i) the net proceeds of any insurance collected by Landlord for or on account of such loss, cost, damage, liability or expense, provided that the allowance of such offset does not invalidate or prejudice the policy or policies under which such proceeds were payable, and (ii) if such loss, cost, damage, liability or expense shall have been caused by a peril against which Landlord has agreed to procure insurance coverage under the terms of this Lease, the amount of such insurance coverage, whether or not actually procured by Landlord.

In the event that neither Landlord nor Tenant elects to terminate this Lease pursuant to the first paragraph of this Article 20, then, within thirty (30) days of such taking, appropriation or condemnation, Landlord shall submit to Tenant a reasonable engineering estimate as to the estimated length of time to complete such restoration. If the time period (“Estimated Restoration Period”) set forth in such estimate shall exceed one hundred eighty (180) days of the date of such taking, appropriation or condemnation, Tenant may elect; by a notice sent within fifteen (15) days after notice of such estimate is sent to Tenant, to terminate this Lease. If such estimate shall fall within the 180-day limit, Tenant shall have no such right to terminate and Landlord shall, subject to the provisions of this Article 20, proceed with due diligence and promptness to restore the remainder of the premises, or the remainder of the means of access, as nearly as practicably may be to the same condition as obtained prior to such taking, appropriation or condemnation

within such one hundred eighty (180) days, subject always to delays for causes beyond Landlord’s reasonable control including, but not limited to the causes specified in Article 26 hereof, and the other limitations set forth in this Article 20.

In the event that Landlord does not elect to terminate this Lease and if Landlord shall fail to substantially complete said restoration within one hundred fifty (150) days after the date of such taking or condemnation for any reason other than Tenant’s fault? Tenant may terminate this Lease by giving Landlord written notice as follows:

(a) Said notice shall be given after said one hundred fifty (150) day period.

(b) Said notice shall set forth an effective date which is not earlier than thirty (30) days after Landlord receives said notice.

(c) If said restoration is substantially complete on or before said effective date, said notice shall have no further force and effect.

(d) If said restoration is not substantially complete on or before said effective date for any reason other then Tenant’s fault, the Lease shall terminate as of said effective date.

Except for any award specifically reimbursing Tenant for moving or relocation expenses, and any award specifically reimbursing Tenant for the taking of Tenant’s personal property or leasehold improvements, provided that such award does not reduce any award payable to Landlord, there are expressly reserved to Landlord all rights to compensation and damages created, accrued or accruing by reason of any such taking, appropriation or condemnation, in implementation and in confirmation of which Tenant does hereby acknowledge that Landlord shall be entitled to receive all such compensation and damages, grant to Landlord all and whatever rights (if any) Tenant may have to such compensation and damages, and agree to execute and deliver all and whatever further instruments of assignment as Landlord may from time to time request. In the event of any taking of the premises or any part thereof for temporary (i.e., not in excess of one (1) year) use, (i) this Lease shall be and remain unaffected thereby, and (ii) Tenant shall be entitled to receive for itself any award made to the extent allocable to the premises in respect of such taking on account of such use, provided, that if any taking is for a period extending beyond the term of this Lease, such award shall be apportioned between Landlord and Tenant as of the Termination Date or earlier termination of this Lease.

20. [Missing]

21. DEFAULT

21.1 Conditions of Limitation - Re-entry - Termination. This Lease and the herein term and estate are, upon the condition that if (a) subject to Article 2 1.7, Tenant shall neglect or fail to perform or observe any of the Tenant’s covenants or agreements herein, including (without limitation) the covenants or agreements with regard to the payment when due of rent, additional charges, reimbursement for increase in Landlord’s costs, or any other charge payable by Tenant to Landlord (all of which shall be considered as part of Yearly Rent for the purposes of invoking Landlord’s statutory or other rights and remedies in respect of payment defaults); or (b) Tenant shall be involved in financial difficulties as evidenced by an admission in writing by Tenant of Tenant’s inability to pay its debts generally as they become due, or by the making or offering to make a composition of its debts with its creditors; or (c) Tenant shall make an assignment or trust mortgage, or other conveyance or transfer of like nature, of all or a substantial part of its property for the benefit of its creditors, or (d) an attachment on mesne process. on execution or otherwise, or other legal process shall issue against Tenant or its property and a sale of any of its assets shall be held thereunder; or (e) any judgment, final beyond appeal or any lien, attachment or the like shall be entered, recorded or filed against Tenant in any court, registry, etc. and Tenant shall fail to pay such judgment within thirty (30) days after the judgment shall have become final beyond appeal or to discharge or secure by surety bond such lien, attachment, etc. within thirty (30) days of such entry, recording or tiling. as the case may be: or (f) the leasehold hereby created shall be taken on execution or by other process of law and shall not be revested in Tenant within thirty (30) days thereafter: or (g) a receiver, sequesterer. trustee or similar officer shall be appointed by a court of competent jurisdiction to take charge of all or any part of Tenant’s property and such appointment shall not be vacated within thirty (-30) days; or (h) any proceeding shall be instituted

by or against Tenant pursuant to any of the provisions of any Act of Congress or State law relating to bankruptcy, reorganizations, arrangements, compositions or other relief from creditors, and, in the case of any proceeding instituted against it, if Tenant shall fail to have such proceedings dismissed within thirty (30) days or if Tenant is adjudged bankrupt or insolvent as a result of any such proceeding, or (i) any event shall occur or any contingency shall arise whereby this Lease, or the term and estate thereby created, would (by operation of law or otherwise) devolve upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted under Article 16 hereof - then, and in any such event (except as hereinafter in Article 2 1.2 otherwise provided) Landlord may, by notice to Tenant, elect to terminate this Lease; and thereupon (and without prejudice to any remedies which might otherwise be available for arrears of rent or other charges due hereunder or preceding breach of covenant or agreement and without prejudice to Tenant’s liability for damages as hereinafter stated), upon the giving of such notice, this Lease shall terminate as of the date specified therein as though that were the Termination Date as stated in Exhibit 1. Without being taken or deemed to be guilty of any manner of - trespass or conversion. and without being liable to indictment, prosecution or damages therefor, Landlord may, forcibly if necessary, enter into and upon the premises (or any part thereof in the name of the whole); repossess the same as of its former estate; and expel Tenant and those claiming under Tenant. Wherever “Tenant “ is used in subdivisions (b), (c), (d), (e), (0(,g ) and (h) of this Article 2 1.1, it shall be deemed to include any one of (i) any corporation of which Tenant is a controlled subsidiary and (ii) any guarantor of any of Tenant’s obligations under this Lease. The words “re-entry” and “re-enter” as used in this Lease are not restricted to their technical legal meanings.

21.2 Damages - Assignment for Benefit of Creditors. For the more effectual securing to Landlord of the rent and other charges and payments reserved hereunder, it is agreed as a further condition of this Lease that if at any time Tenant shall make any transfer similar to or in the nature of an assignment of its property for the benefit of its creditors, the term and estate hereby created shall terminate ipso facto, without entry or other action by Landlord; and notwithstanding any other provisions of this Lease, Landlord shall forthwith upon such termination, without prejudice to any remedies which might otherwise be available for arrears of rent or other charges due hereunder or preceding breach of this Lease, be ipso facto entitled to recover as liquidated damages the sum of (a) the amount described in clause (x) of Article 21.3 and (b) (in view of the uncertainty of prompt re-letting and the expense entailed in re-letting the premises) an amount equal to the rent and other charges payable for and in respect of the twelve-(12)-month period next preceding the date of termination, as aforesaid.

21.3 Damages - Termination. Upon the termination of this Lease under the provisions of this Article 21, then except as hereinabove in Article 21.2 otherwise provided, Tenant shall pay to Landlord the rent and other charges payable by Tenant to Landlord up to the time of such termination, shall continue to be liable for any preceding breach of covenant, and in addition, shall pay to Landlord as damages, at the election of Landlord either:

(x) the amount by which, at the time of the termination of this Lease (or at any time thereafter if Landlord shall have initially elected damages under subparagraph (y), below), (i) the aggregate of the rent and other charges projected over the period commencing with such termination and ending on the Termination Date as stated in Exhibit 1 exceeds (ii) the aggregate projected rental value of the premises for such period;

Or:

(y) amounts equal to the rent and other charges which would have been payable by Tenant had this Lease not been so terminated, payable upon the due dates therefor specified herein following such termination and until the Termination Date as specified in Exhibit 1, provided, however, if Landlord shall re-let the premises during such period, that Landlord shall credit Tenant with the net rents received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such re-letting the expenses incurred or paid by Landlord in terminating this Lease, as well as the expenses of re-letting, including altering and preparing the premises for new tenants, brokers’ commissions, and all other similar and dissimilar expenses properly chargeable against the premises and the rental therefrom, it being understood that any such re-letting may be for a period equal to or shorter or longer than the remaining term of this Lease; and provided, further, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to

Landlord hereunder and (ii) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this Subparagraph (y) to a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit. If the premises or any part thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses of re-letting.

In calculating the rent and other charges under Subparagraph (x), above, there shall be included, in addition to the Yearly Rent, Tax Excess and Operating Expense Excess and all other considerations agreed to be paid or performed by Tenant, on the assumption that all such amounts and considerations would have remained constant (except as herein otherwise provided) for the balance of the full term hereby granted.

Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated hereunder.

Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant.

21.4 Fees and Expenses.

(a) If Tenant shall default in the performance of any covenant on Tenant’s part to be performed as in this Lease contained, Landlord may immediately, or at any time thereafter, without notice, perform the same for the account of Tenant. If Landlord at any time is compelled to pay or elects to pay any sum of money, or do any act which will require the payment of any sum of money, by reason of the failure of Tenant to comply with any provision hereof, or if Landlord is compelled to or does incur any expense, including reasonable attorneys’ fees, in instituting, prosecuting, and/or defending any action or proceeding instituted by reason of any default of Tenant hereunder, Tenant shall an demand pay to Landlord by way of reimbursement the sum or sums so paid by Landlord with all costs and damages, plus interest computed as provided in Article 6 hereof.

(b) Tenant shall pay Landlord’s cost and expense, including reasonable attorneys’ fees, incurred (i) in enforcing any obligation of Tenant under this Lease or (ii) as a result of Landlord, without its fault, being made party to any litigation pending by or against Tenant or any persons claiming through or under Tenant.

21.5 Waiver of Redemption. Tenant does hereby waive and surrender all rights and privileges which it might have under or by reason of any present or future law to redeem the premises or to have a continuance of this Lease for the term hereby demised after being dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the termination of this Lease as herein provided.

21.6 Landlord’s Remedies Not Exclusive. The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord may at any time be lawfully entitled, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for.

21.7 Grace Period. Notwithstanding anything to the contrary in this Article contained, Landlord agrees not to take any action to terminate this Lease (a) for default by Tenant in the payment when due of any sum of money, if Tenant shall cure such default within ten (10) days after written notice thereof is given by Landlord to Tenant, provided, however, that no such notice need be given and no such default in the payment of money shall be curable if on two (2) prior occasions in the immediately preceding twelve-(12)-month period, there had been a default in the payment of money which had been cured after notice thereof had been given by Landlord to Tenant as herein provided or (b) for default by Tenant in the performance of any covenant other than a covenant to pay a sum of money, if Tenant shall - cure such default within a period of thirty (30) days after written notice thereof given by Landlord to Tenant (except where the nature of the default is such that remedial action should appropriately take place sooner, as indicated in such written notice), or within such additional period as may reasonably be required to cure such default if (because of governmental restrictions or any other cause beyond the reasonable control

of Tenant) the default is of such a nature that it cannot be cured within such thirty-(30)-day period, provided, however, (1) that there shall be no extension of time beyond such thirty-(30)-day period for the curing of any such default unless, not more than ten (10) days after the receipt of the notice of default, Tenant in writing (i) shall specify the cause on account of which the default cannot be cured during such period and shall advise Landlord of its intention duly to institute all steps necessary to cure the default and (ii) shall, as soon as reasonably practicable, duly institute and thereafter diligently prosecute to completion all steps necessary to cure such default and, (2) that no notice of the opportunity to cure a default need be given, and no grace period whatsoever shall be allowed to Tenant, if the default is incurable or if the covenant or condition the breach of which gave rise to default had, by reason of a breach on a prior occasion, been the subject of a notice hereunder to cure such default.

Notwithstanding anything to the contrary in this Article 21.7 contained, except to the extent prohibited by applicable law, any statutory notice and grace periods provided to Tenant by law are hereby expressly waived by Tenant.

22. END OF TERM - ABANDONED PROPERTY

Upon the expiration or other termination of the term of this Lease, Tenant shall peaceably quit and surrender to Landlord the premises and all alterations and additions thereto, broom clean, in good order, repair and condition (except as provided herein and in Articles 8.7, 18 and 20) excepting only ordinary wear and use and damage by fire or other casualty for which, under other provisions of this Lease, Tenant has no responsibility of repair or restoration. Tenant shall remove all of its property and, to the extent specified by Landlord, in accordance with Article 12, all alterations and additions made by Tenant and all partitions wholly within the premises, and shall repair any damages to the premises or the Building caused by their installation or-by such removal. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease.

Tenant will remove any personal property from the Building and the premises upon or prior to the expiration or termination of this Lease and any such property which shall remain in the Building or the premises thereafter shall be conclusively deemed to have been abandoned, and may either be retained by Landlord as its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any part thereof shall be sold, that Landlord may receive and retain the proceeds of such sale and apply the same, at its option, against the expenses of the sale, the cost of moving and storage, any arrears of Yearly Rent, additional or other charges payable hereunder by Tenant to Landlord and any damages to which Landlord may be entitled under Article 21 hereof or pursuant to law.

If Tenant or anyone claiming under Tenant shall remain in possession of the premises or any part thereof after the expiration or prior termination of the term of this Lease without any agreement in writing between Landlord and Tenant with respect thereto, then, prior to the acceptance of any payments for rent or use and occupancy by Landlord, the person remaining in possession shall be deemed a tenant-at-sufferance. Whereas the parties hereby acknowledge that Landlord may need the premises after the expiration or prior termination of the term of the Lease for other tenants and that the damages which Landlord may suffer as the result of Tenant’s holding-over cannot be determined as of the Execution Date hereof, in the event that Tenant so holds over, Tenant shall pay to Landlord, for each month or portion thereof that Tenant shall retain possession of the premises after the expiration or termination of the Lease, whether by lapse of time or otherwise, in addition to all rental and other charges due and accrued under the Lease prior to the date of termination, use and occupancy charges equal to one hundred fifty percent (150%) of the greater of (a) the then fair market rent for the premises as conclusively determined by Landlord or (b) the sum of the Yearly Rent and additional rent at the rate payable monthly during the twelve (12) months immediately preceding the expiration or termination of the Lease. In addition, Tenant shall hold Landlord harmless from all damages which Landlord may suffer as the result of Tenant’s holdover after the termination of the term of the Lease.

23. SUBORDINATION

(a) Subject to any mortgagee’s or ground lessor’s election, as hereinafter provided for, this Lease is subject and subordinate in all respects to all matters of record (including, without limitation, deeds and land disposition agreements), ground leases and/or underlying leases, and all mortgages, any

of which may now or hereafter be placed on or affect such leases and/or the real property of which the premises are a part, or any part of such real property, and/or Landlord’s interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Article 23 shall be self-operative and no further instrument or subordination shall be required. In confirmation of such subordination, Tenant shall execute, acknowledge and deliver promptly any certificate or instrument that Landlord and/or any mortgagee and/or lessor under any ground or underlying lease and/or their respective successors in interest may request, subject to Landlord’s, mortgagee’s and ground lessor’s right to do so for, on behalf and in the name of Tenant under certain circumstances, as hereinafter provided. Tenant acknowledges that, where applicable, any consent or approval hereafter given by Landlord may be subject to the further consent’ or approval of such mortgagee and/or ground lessor; and the failure or refusal of such mortgagee and/or ground lessor to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s withholding its consent or approval. Notwithstanding anything to the contrary in this Article 23 contained, as to any future mortgages, ground leases, and/or underlying lease or deeds of trust, the herein provided subordination and attornment shall be effective only if the mortgagee, ground lessor or trustee therein, as the case may be, agrees, by a written instrument in recordable form and in the customary form of such mortgagee, ground lessor, or trustee (“Nondisturbance Agreement”) that, as long as Tenant shall not be in terminable default of the obligations on its part to be kept and performed under the terms of this Lease, this Lease will not be affected and Tenant’s possession hereunder will not be disturbed by any default in, termination, and/or foreclosure of such mortgage, ground lease, and/or underlying lease or deed of trust, as the case may be. Landlord hereby represents to Tenant that, as of the Execution Date of this Lease, there are no mortgages or ground leases affecting the premises or the Building.

(b) Any such mortgagee or ground lessor may from time to time subordinate or revoke any such subordination of the mortgage or ground lease held by it to this Lease. Such subordination or revocation, as the case may be, shall be effected by written notice to Tenant and by recording an instrument of subordination or of such revocation, as the case may be, with the appropriate registry of deeds or land records and to be effective without any further act or deed on the part of Tenant. In confirmation of such subordination or of such revocation, as the case may be, Tenant shall execute, acknowledge and promptly deliver any certificate or instrument that Landlord, any mortgagee or ground lessor may request, subject to Landlord’s, mortgagee’s and ground lessor’s right to do so for, on behalf and in the name of Tenant under certain circumstances, as hereinafter provided.

(c) Without limitation of any of the provisions of this Lease, if any ground lessor or mortgagee shall succeed to the interest of Landlord by reason of the exercise of its rights under such ground lease or mortgage (or the acceptance of voluntary conveyance in lieu thereof) or any third party (including, without limitation, any foreclosure purchaser or mortgage receiver) shall succeed to such interest by reason of any such exercise or the expiration or sooner termination of such ground lease, however caused, then such successor may, upon notice and request to Tenant (which. in the case of a ground lease, shall be within thirty (30) days after such expiration or sooner termination), succeed to the interest of Landlord under this Lease, provided, however, that such successor shall not: (i) be liable for any previous act or omission of Landlord under this Lease; (ii) be subject to any offset, defense, or counterclaim which shall theretofore have accrued to Tenant against Landlord; (iii) have any obligation with respect to any security deposit unless it shall have been paid over or physically delivered to such successor: or (iv) be bound by any previous modification of this Lease or by any previous payment of Yearly Rent for a period greater than one (1) month, made without such ground lessor’s or mortgagee’s consent where such consent is required by applicable ground lease or mortgage documents. In the event of such succession to the interest of the Landlord — and notwithstanding that any such mortgage or ground lease may antedate this Lease — the Tenant shall attorn to such successor and shall ipso facto be and become bound directly to such successor in interest to Landlord to perform and observe all the Tenant’s obligations under this Lease without the necessity of the execution of any further instrument. Nevertheless, Tenant agrees at any time and from time to time during the term hereof to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as aforesaid, subject to

Landlord’s, mortgagee’s and ground lessor’s right to do so for, on behalf and in the name of Tenant under certain circumstances, as hereinafter provided.

(d) The term “mortgage(s)” as used in this Lease shall include any mortgage or deed of trust. The term “mortgagee(s)” as used in this Lease shall include any mortgagee or any trustee and beneficiary under a deed of trust or receiver appointed under a mortgage or deed of trust. The term “mortgagor(s)” as used in this Lease shall include any mortgagor or any grantor under a deed of trust.

(e) Tenant hereby irrevocably constitutes and appoints Landlord or any such mortgagee or ground lessor, and their respective successors in interest, acting singly, Tenant’s attorney-in-fact to execute and deliver any such certificate or instrument for, on behalf and in the name of Tenant, but only if Tenant fails to execute, acknowledge and deliver any such certificate or instrument within ten (10) days after Landlord or such mortgagee or such ground lessor has made written request therefor.

(f) Notwithstanding anything to the contrary contained in this Article 23, if all or part of Landlord’s estate and interest in the real property of which the premises are a part shall be a leasehold estate held under a ground lease, then: (i) the foregoing subordination provisions of this Article 23 shall not apply to any mortgages of the fee interest in said real property to which Landlord’s leasehold estate is not otherwise subject and subordinate; and (ii) the provisions of this Article 23 shall in no way waive. abrogate or otherwise affect any agreement by any ground lessor (x) not to terminate this Lease incident to any termination of such ground lease prior to its term expiring or (y) not to name or join Tenant in an) action or proceeding by such ground lessor to recover possession of such real property or for any other relief.

(g) In the event of any failure by Landlord to perform, fulfill or observe any agreement by Landlord herein, in no event will the Landlord be deemed to be in default under this Lease permitting Tenant to exercise any or all rights or remedies under this Lease until the Tenant shall have given written notice of such failure to any mortgagee (ground lessor and/or trustee) of which Tenant shall have been advised and until a reasonable period of time shall have elapsed following the giving of such notice, during which such mortgagee (ground lessor and/or trustee) shall have the right, but shall not be obligated, to remedy such failure.

24. QUIET ENJOYMENT

Landlord covenants that if, and so long as, Tenant keeps and performs each and every covenant, agreement, term, provision and condition herein contained on the part and on behalf of Tenant to be kept and performed, Tenant shall quietly enjoy the premises from and against the claims of all persons claiming by, through or under Landlord subject, nevertheless, to the covenants, agreements, terms, provisions and conditions of this Lease and to the mortgages, ground leases and/or underlying leases to which this Lease is subject and subordinate, as hereinabove set forth.

Without incurring any liability to Tenant, Landlord may permit access to the premises and open the same, whether or not Tenant shall be present, upon any demand of any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be entitled to, such access for the purpose of taking possession of, or removing, Tenant’s property or for any other lawful purpose (but this provision and any action by Landlord hereunder shall not be deemed a recognition by Landlord that the person or official making such demand has any right or interest in or to this Lease, or in or to the premises), or upon demand of any representative of the fire, police, building, sanitation or other department of the city, state or federal governments.

25. ENTIRE AGREEMENT — WAIVER – SURRENDER

25.1 Entire Agreement. This Lease and the Exhibits made a part hereof contain the entire and only agreement between the parties and any and all statements and representations, written and oral, including previous correspondence and agreements between the parties hereto, are merged herein. Tenant acknowledges that all representations and statements upon which it relied in executing this Lease are contained herein and that the Tenant in no way relied upon any other statements or representations, written or oral. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in

part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

25.2 Waiver by Landlord. The failure of Landlord to seek redress for violation, or to insist upon the strict performance, of any covenant or condition of this Lease, or any of the Rules and Regulations promulgated hereunder, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Landlord of rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of such Rules and Regulations against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provisions of this Lease shall be deemed to have been waived by Landlord unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the stipulated rent. nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction. and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy in this Lease provided.

25.3 Surrender. No act or thing done by Landlord during the term hereby demised shall be deemed an acceptance of a surrender of the premises, and no agreement to accept such surrender shall be valid, unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of the Lease or a surrender of the premises. In the event that Tenant at any time desires to have Landlord underlet the premises for Tenant’s account, Landlord or Landlord’s agents are authorized to receive the keys for such purposes without releasing Tenant from any of the obligations under this Lease, and Tenant hereby relieves Landlord of any liability for loss of or damage to any of Tenant’s effects in connection with such underletting.

26. INABILITY TO PERFORM - EXCULPATORY CLAUSE

Except as provided in Articles 4.1, 4.2, 8.8, 18 and 20 hereof, this Lease and the obligations of Tenant to pay rent hereunder and perform all the other covenants, agreements, terms, provisions and conditions hereunder on the part of Tenant to be performed shall in no way be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease or is unable to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make or is delayed in making any repairs, replacements, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or any other similar or dissimilar cause whatsoever beyond Landlord’s reasonable control, including but not limited to, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar or dissimilar emergency. In each such instance of inability of Landlord to perform, Landlord shall exercise reasonable diligence to eliminate the cause of such inability to perform.

Tenant shall neither assert nor seek to enforce any claim against Landlord, or Landlord’s agents or employees, or the assets of Landlord or of Landlord’s agents or employees, for breach of this Lease or otherwise, other than against Landlord’s interest in the Building of which the premises are a part and in the uncollected rents, issues and profits thereof, and Tenant agrees to look solely to such interest for the satisfaction of any liability of Landlord under this Lease, it being specifically agreed that in no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors, partners, beneficiaries, joint ventures, members, stockholders or other principals or representatives, and the like, disclosed or undisclosed, thereof) ever be personally liable for any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or to take any other action which shall not involve the personal liability of Landlord to respond in monetary damages from Landlord’s assets other than the Landlord’s interest in said real estate, as aforesaid. In no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors, partners, beneficiaries, joint ventures, members, stockholders or other principals or representatives and the like,

disclosed or undisclosed, thereof) ever be liable for loss of profits, loss of the value of Tenant’s business, or consequential or incidental damages. Without limiting the foregoing, in no event shall Landlord or Landlord’s agents or employees (or any of the officers, trustees, directors. partners, beneficiaries. Joint ventures, members, stockholders or other principals or representatives and the like, disclosed or undisclosed, thereof) ever be liable for lost profits of Tenant. If by reason of Landlord’s failure to acquire title to the real property of which the premises are a part or to complete construction of the Building or premises, Landlord shall be held to be in breach of this Lease, Tenant’s sole and exclusive remedy shall be a right to terminate this Lease.

27. BILLS AND NOTICES

Any notice, consent, request, bill, demand or statement hereunder by either party to the other party shall be in writing and, if received at Landlord’s or Tenant’s address, shall be deemed to have been duly given when either delivered or served personally or mailed in a postpaid envelope, deposited in the United States mail addressed to Landlord at its address as stated in Exhibit I and to Tenant at the premises (or at Tenant’s address as stated in Exhibit 1, if mailed prior to Tenant’s occupancy of the premises), and, with respect to bills and statements for reimbursement, to Tenant’s office at the address set forth in Exhibit I , Attention: Controller, or if any address for notices shall have been duly changed as hereinafter provided, if mailed as aforesaid to the party at such changed address. Either party may at any time change the address or specify an additional address for such notices, consents, requests, bills, demands or statements by delivering or mailing, as aforesaid, to the other party a notice stating the change and setting forth the changed or additional address, provided such changed or additional address is within the United States.

If Tenant is a partnership, Tenant, for itself, and on behalf of all of its partners, hereby appoints Tenant’s Service Partner, as identified on Exhibit 1, to accept service of any notice. consent, request, bill, demand or statement hereunder by Landlord and any service of process in any judicial proceeding with respect to this Lease on behalf of Tenant and as agent and attorney-in-fact for each partner of Tenant.

All bills and statements for reimbursement or other payments or charges due from Tenant to Landlord hereunder shall be due and payable in full thirty (30) days, unless herein otherwise provided, after submission thereof by Landlord to Tenant. Tenant’s failure to make timely payment of any amount indicated by such bills and statements, whether for work done by Landlord at Tenant’s request, reimbursement provided for by this Lease or for any other sums properly owing by Tenant to Landlord, shall be treated as a default in the payment of rent, in which event Landlord shall have all rights and remedies provided in this Lease for the nonpayment of rent.

28. PARTIES BOUND - SEISIN OF TITLE

The covenants, agreements, terms, provisions and conditions of this Lease shall bind and benefit the successors and assigns of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to, except that no violation of the provisions of Article 16 hereof shall operate to vest any rights in any successor or assignee of Tenant and that the provisions of this Article 28 shall not be construed as modifying the conditions of limitation contained in Article 21 hereof.

If, in connection with or as a consequence of the sale, transfer or other disposition of the real estate (land and/or Building, either or both, as the case may be) of which the premises are a part, Landlord ceases to be the owner of the reversionary interest in the premises, Landlord shall be entirely freed and relieved from the performance and observance thereafter of all covenants and obligations hereunder on the part of Landlord to be performed and observed, it being understood and agreed in such event (and it shall be deemed and construed as a covenant running with the land) that the person succeeding to Landlord’s ownership of said reversionary interest shall thereupon and thereafter assume, and perform and observe, any and all of such covenants and obligations of Landlord.

29. MISCELLANEOUS

29.1 Separability. If any provision of this Lease or portion of such provision or the application thereof to any person or circumstance is for any reason held invalid or unenforceable, the remainder of the Lease (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.

29.2 Captions, etc. The captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Lease or the intent of any provisions thereof. References to “State” shall mean, where appropriate, the District of Columbia and other Federal territories, possessions, as well as a state of the United States.

29.3 Broker. Tenant represents and warrants that it has not directly or indirectly dealt, with respect to the leasing of office space in the Building or the Park with any broker or had its attention called to the premises or other space to let in the Building or the Park by anyone other than the broker, person or firm, if any, designated in Exhibit 1. Tenant agrees to defend, exonerate and save harmless and indemnify Landlord and anyone claiming by, through or under Landlord against any claims for a commission arising in breach of the representation and warranty set forth in the immediately preceding sentence, provided that Landlord shall be solely responsible for the payment of brokerage commissions to Avalon Partners, Inc. and Landlord shall have no obligation for the payment of brokerage commissions to Julien J. Studley, Inc. (the parties hereby acknowledging that Avalon Properties, Inc. shall be solely responsible for the payment of brokerage commissions to Julien J. Studley, Inc.).

29.4 Modifications. If in connection with obtaining financing for the Building, a bank, insurance company, pension trust or other institutional lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not withhold, delay or condition its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created.

29.5 Arbitration. Any disputes relating to provisions or obligations in this Lease as to which a specific provision for a reference to arbitration is made herein shall be submitted to arbitration in accordance with the rules of the American Arbitration Association, as from time to time amended. Arbitration proceedings, including the selection of an arbitrator, shall be conducted pursuant to the rules, regulations and procedures from time to time in effect as promulgated by the American Arbitration Association. Prior written notice of application by either party for arbitration shall be given to the other at least ten (10) days before submission of the application to the said Association’s office in the City wherein the Building is situated (or the nearest other city having an Association office). The arbitrator shall hear the parties and their evidence. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the State wherein the Building is situated by registered mail or by personal service, provided a reasonable time for appearance is allowed. The costs and expenses of each arbitration hereunder and their apportionment between the parties shall be determined by the arbitrator in his award or decision. No arbitrable dispute shall be deemed to have arisen under this Lease prior to (i) the expiration of the period of twenty (20) days after the date of the giving of written notice by the party asserting the existence of the dispute together with a description thereof sufficient for an understanding thereof; and (ii) where a Tenant payment (e.g., Tax Excess or Operating Expense Excess under Article 9 hereof) is in issue, the amount billed by Landlord having been paid by Tenant.

29.6 Governing Law. This Lease is made pursuant to, and shall be governed by, and construed in accordance with, the laws of the State wherein the Building is situated and any applicable local municipal rules, regulations, by-laws, ordinances and the like.

29.7 Assignment of Rents. With reference to any assignment by Landlord of its interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to or held by a bank trust company, insurance company or other institutional lender holding a mortgage or ground lease on the Building. Tenant agrees:

(a) that the execution thereof by Landlord and the acceptance thereof by such mortgagee and/or ground lessor shall never be deemed an assumption by such mortgagee and/or ground lessor of any of the obligations of the Landlord thereunder, unless such mortgagee and/or ground lessor shall, by written notice sent to the Tenant, specifically otherwise elect; and

(b) that, except as aforesaid, such mortgagee and/or ground lessor shall be treated as having assumed the Landlord’s obligations thereunder only upon foreclosure of such

mortgagee’s mortgage or deed of trust or termination of such ground lessor’s ground lease and the taking of possession of the demised premises after having given notice of its exercise of the option stated in Article 23 hereof to succeed to the interest of the Landlord under this Lease.

29.8 Representation of Authority. By his execution hereof each of the signatories on behalf of the respective parties hereby warrants and represents to the other that he is duly authorized to execute this Lease on behalf of such party. If Tenant is a corporation, Tenant hereby appoints the signatory whose name appears below on behalf of Tenant as Tenant’s attorney-in-fact for the purpose of executing this Lease for and on behalf of Tenant.

29.9 Expenses Incurred by Landlord Upon Tenant Requests. Tenant shall, upon demand, reimburse Landlord for all reasonable expenses, including, without limitation. legal fees, incurred by Landlord in connection with all requests by Tenant for consents, approvals or execution of collateral documentation related to this Lease, including, without limitation, costs incurred by Landlord in the review and approval of Tenant’s plans and specifications in connection with proposed alterations to be made by Tenant to the premises, requests by Tenant to sublet the premises or assign its interest in the Lease, the execution by Landlord of estoppel certificates requested by Tenant, and requests by Tenant for Landlord to execute waivers of Landlord’s interest in Tenant’s property in connection with third party financing by Tenant. Such costs shall be deemed to be additional rent under the Lease.

29.10 Survival. Without limiting any other obligation of the Tenant which may survive the expiration or prior termination of the term of the Lease, all obligations on the part of Tenant to indemnify, defend, or hold Landlord harmless, as set forth in this Lease (including, without limitation, Tenant’s obligations under Articles 13(d), 15.3, and 29.3) shall survive the expiration or prior termination of the term of the Lease.

29.11 Security Deposit. None.

29.12 Notice of Lease; Recording.

(a) Tenant agrees not to record the Lease, but each party hereto agrees, at the request of the other, to execute a notice of lease in recordable form in compliance with applicable Massachusetts law and reasonably satisfactory to Landlord and its attorneys. In no event shall such notice of lease set forth the rent or other charges payable by Tenant under the Lease; and such notice shall expressly state that it is executed pursuant to the provisions contained in the Lease, and is not intended to vary the terms and conditions of the Lease. It is hereby agreed that the requesting party shall pay all fees with respect to the recording of the notice of lease, the recording of any amendments thereto and the recording of any notice of termination thereof.

(b) If the Term Commencement Date and the Termination Date are not determined at the time that a notice of lease has been executed by the parties, then each of the parties hereto agrees, upon demand of the other party after the Term Commencement Date and Termination Date have been determined, to join in the execution, in recordable form, of a statutory notice, memorandum, etc. of lease and/or written declaration in which shall be stated such Term Commencement Date and (if need be) the Termination Date. If this Lease is terminated before the term expires, then upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging such fact and the date of termination of this Lease. and Tenant hereby appoints Landlord its attorney-in-fact in its name and behalf to execute such instrument if Tenant shall fail to execute and deliver such instrument after Landlord’s request therefor within ten (10) days.

IN WITNESS WHEREOF the parties hereto have executed this Indenture of Lease in multiple copies, each to be considered an original hereof, as a sealed instrument on the day and year noted in Exhibit I as the Execution Date.


LANDLORD: EOP-NEWENGLAND EXECUTIVE PARK L.L.C., a Delaware limited liability company		TENANT: LEARNING TREE INTERNATIONAL USA, INC.

By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member		By:	/s/ Richard C. Adamson
By: Equity Office Properties Trust,a Maryland real estate Investment trust, its managing general partner		Richard C. Adamson Executive Vice President and Chief Operating Officer

By:	/s/ Christopher P. Mundy	Date Signed: 1/30/1998
Christopher P. Mundy Vice President

Date Signed: 2/9/1998

IF TENANT IS A CORPORATION, A SECRETARY’S OR CLERK’S CERTIFICATE OF THE AUTHORITY AND THE INCUMBENCY OF THE PERSON SIGNING ON BEHALF OF TENANT SHOULD BE ATTACHED.

RIDER TO LEASE

LANDLORD: EOP-New England Executive Park, L.L.C.

TENANT: Learning Tree International USA, Inc.

The subject Lease is hereby amended as follows:

1.	TENANT’S OPTION TO EXTEND THE TERM OF THE LEASE

A. On the conditions, which conditions Landlord may waive, at its election. by written notice to Tenant at any time, that Tenant is not in default, beyond the expiration of applicable notice and grace periods, of its covenants and obligations under the Lease, and that Learning Tree International USA. Inc. itself. or an Affiliated Entity, as defined in Article 16C, is occupying the entirety of the premises then demised to Tenant. both as of the time of option exercise and as of the commencement of the hereinafter described additional term, and provided that Tenant has not exercised its right to terminate the term of the Lease pursuant to Paragraph 5 of this Rider, Tenant shall have the option to extend the term of this Lease for one (1) additional five (5) year term, such additional term commencing as of the expiration of the initial term of the Lease. Tenant may exercise such option to extend by giving Landlord written notice on or before the date twelve (12) months prior to the expiration date of the initial term of the Lease. Upon the timely giving of such notice, the term of this Lease shall be deemed extended upon all of the terms and conditions of this Lease, except that Landlord shall have no obligation to construct or renovate the premises or to provide a contribution to Tenant and that the Yearly Rent, Operating Costs in the Base Year, and Tax Base during such additional term shall be as hereinafter set forth. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the term of this Lease, time being of the essence of this Paragraph 1.

B. Yearly Rent

The Yearly Rent during the additional term shall be based upon the Fair Market Rental Value, as defined in Paragraph 2 of this Rider. as of the commencement of the additional term, of the premises then demised to Tenant, provided however, that in no event shall the sum of Yearly Rent, Operating Expense Excess and Tax Excess payable by Tenant for any twelve-(12)-month period during the additional term be less than the sum of Yearly Rent, Operating Expense Excess and Tax Excess payable by Tenant in respect of the twelve-(12)-month period immediately preceding the commencement of the additional term.

C. Operating Costs in the Base Year

The Operating Costs in the Base Year during the additional term shall be equal to the actual amount of Operating Costs for the calendar year immediately preceding the calendar year in which occurs the commencement of such additional term.

D. Tax Base

The Tax Base during the additional term shall be equal to the actual amount of Taxes for the fiscal tax year immediately preceding the fiscal tax year in which occurs the commencement of such additional term.

E. Tenant shall have no further option to extend the term of the Lease other than the one (1) additional five (5) year term herein provided.

F. Notwithstanding the fact that upon Tenant’s exercise of the herein option to extend the term of the Lease such extension shall be self-executing, as aforesaid, the parties shall promptly execute a lease amendment reflecting such additional term after Tenant exercises the herein option, except that the Yearly Rent payable in respect of such additional term, the Operating Costs in the Base Year during such additional term, and the Tax Base during such additional term, may not be set forth in said amendment. Subsequently, after such Yearly Rent, Operating Costs in the Base Year, and Tax Base are determined, the parties shall execute a written agreement confirming the same. The execution of such lease amendment

shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Paragraph 1, unless otherwise specifically provided in such lease amendment.

2.	DEFINITION OF FAIR MARKET RENTAL VALUE

For the purposes of this Rider:

A. “Fair Market Rental Value” shall be computed as of the date in question at the then current annual rental charge (i.e., the sum of Yearly Rent plus escalation bases and other charges), including provisions for subsequent increases and other adjustments for leases or agreements to lease then currently being executed in comparable space located in the Building, or if no leases or agreements to lease are then currently executed in the Building, the Fair Market Rental Value shall be determined by reference to leases or agreements to lease then currently being executed for comparable space located elsewhere in New England Executive Park or in comparable buildings in comparable locations in Burlington, Massachusetts. In determining Fair Market Rental Value, the following factors, among others, shall be taken into account and given effect: size, location of premises, lease term, condition of building, condition of premises, economic concessions then being granted by Landlord to tenants, and services provided by the Landlord.

B. Dispute as to Fair Market Rental Value

Landlord shall initially designate Fair Market Rental Value, and Landlord shall furnish data in support of such designation. If Tenant disagrees with Landlord’s designation of a Fair Market Rental Value, Tenant shall have the right, by written notice given within thirty (30) days after Tenant has been notified of Landlord’s designation, to submit such Fair Market Rental Value to arbitration. Fair Market Rental Value shall be submitted to arbitration as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston Bar Association (or such organization as may succeed to said Boston Bar Association) and request him to select an impartial third arbitrator, who shall be a real estate counselor or a broker dealing with like types of properties, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit I); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the State wherein the Building is situated by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the premises in 1 question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant.

3.	TENANT’S FIRST EXPANSION OPTION

On the conditions (which conditions Landlord may waive, at its election, by written notice to Tenant at any time) that Tenant is not in default, beyond the expiration of applicable notice and grace periods, of its covenants and obligations under the Lease and that only Learning Tree International USA, Inc., itself, or an Affiliated Entity, as defined in Article 16C, is occupying the entirety of the premises then demised to Tenant, both as of the time of option exercise and as of the Term Commencement Date in respect of the First Expansion Area, as hereinafter defined, Tenant shall have the option to lease the First Expansion Area, as hereinafter defined. The “First Expansion Area” is located on the second (2nd) floor of the Building, contains 1,754 square feet of Total Rentable Area, and is substantially as shown on Lease Plan, Exhibit 2, attached hereto.

A. Exercise of Rights to First Expansion Area

Tenant may exercise its option to lease the First Expansion Area by giving written notice (“Exercise Notice”) to Landlord on or before March 1, 1998. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the First Expansion Area, time being of the essence of this Paragraph 3. Upon the timely giving of such notice, Landlord shall lease and demise to Tenant, and Tenant shall hire and take from Landlord, the First Expansion Area, without the need for further act or deed by either party, for the term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth.

B. Lease Provisions Applying to First Expansion Area

The leasing to Tenant of the First Expansion Area shall be upon all the same terms and conditions applicable to the premises initially demised to Tenant pursuant to the Lease, including, without limitation, Operating Costs in the Base Year and Tax Base, except as follows:

(1) Term Commencement Date

The Term Commencement Date in respect of the First Expansion Area, shall be the later of: (i) October 1, 1998 (i.e., the expiration date of the lease of the tenant occupying the First Expansion Area), and (ii) the date that such tenant vacates the First Expansion Area.

(2) Yearly Rent

The Yearly Rent payable in respect of the First Expansion Area shall be based upon the Fair Market Rental Value, as defined in Paragraph 2 of this Rider, of the First Expansion Area, as of the Term Commencement Date in respect of the First Expansion Area.

(3) Condition of First Expansion Area

The First Expansion Area shall be delivered by Landlord and accepted by Tenant “as-is”, in its then (i.e. as of the Term Commencement Date in respect of the First Expansion Area), state of construction, finish and decoration, without any obligation on the part of Landlord to prepare or construct the First Expansion Area for Tenant’s occupancy or to provide a contribution to Tenant in respect of the First Expansion Area.

C. Notwithstanding the fact that Tenant’s exercise of the above-described expansion option shall be self-executing, as aforesaid, the parties hereby agree promptly to execute a lease amendment reflecting the addition of the First Expansion Area, except that the Yearly Rent payable in respect of the First Expansion Area may not be as set forth in such Amendment. Subsequently, after such Yearly Rent is determined, the parties shall execute a written agreement confirming the same. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of the herein expansion option, unless otherwise specifically provided in such lease amendment.

4.	TENANT’S SECOND EXPANSION OPTION

On the conditions (which conditions Landlord may waive. at its election. by written notice to Tenant at any time) that Tenant is not in default, beyond the expiration of applicable notice and grace periods, of its covenants and obligations under the Lease and that only Learning Tree International USA. Inc., itself, or an Affiliated Entity, as defined in Article 16C, is occupying the entirety of the premises then

demised to Tenant, both as of the time of option exercise and as of the Term Commencement Date in respect of the Second Expansion Area, as hereinafter defined, Tenant shall have the option to lease the Second Expansion Area, as hereinafter defined. The “Second Expansion Area” is located on the second (2nd) floor of the Building, contains 1,279 square feet of Total Rentable Area, and is substantially as shown on Lease Plan, Exhibit 2, attached hereto.

A. Exercise of Rights to Second Expansion Area

Tenant may exercise its option to lease the Second Expansion Area by giving written notice (“Exercise Notice”) to Landlord on or before January 1, 2002. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Area, time being of the essence of 1 this Paragraph 4. Upon the timely giving of such notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take From Landlord, the Second Expansion Area, without the need for further act or deed by either party, for the term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth.

Notwithstanding anything to the contrary herein contained, in the event that Tenant desires to lease the Second Expansion Area prior to September 30,2002, then Tenant shall give notice thereof to Landlord at the time that Tenant desires to lease the Second Expansion Area (“Tenant’s Early Notice”). Upon Landlord’s receipt of Tenant’s Early Notice, Landlord shall, if, in Landlord’s judgment, suitable alternative space is available in the Building or Park, exercise its right to relocate the existing tenant of the Second Expansion Area (“Second Expansion Tenant”) pursuant to and in accordance with the terns of Landlord’s lease with the Second Expansion Tenant and Landlord shall thereafter use reasonable efforts to obtain such relocation. If Landlord is able to relocate the Second Expansion Tenant, then Landlord shall advise Tenant thereof (“Relocation Response Notice”), together with the estimated Term Commencement Date in respect of the Second Expansion Area. In such event, Tenant shall, upon billing therefor, as additional rent, reimburse Landlord for all costs incurred by Landlord in relocating the Second Expansion Tenant including, without limitation, construction costs, moving costs and legal fees. If Landlord is unable to relocate the Second Expansion Tenant, then Landlord shall advise Tenant thereof in the Relocation Response Notice and, in such event, Tenant’s Early Notice shall be void and of no further force or effect. Notwithstanding anything to the contrary herein contained, in the event that the Second Expansion Tenant vacates the Second Expansion Area prior to September 30, 2002 (i.e., the expiration date of the lease of the Second Expansion Tenant), then Landlord shall have the right to notify Tenant in writing thereof (“Landlord’s Early Notice”). Tenant shall have the right, by giving written notice (“Early Exercise Notice”) to Landlord within five (5) business days after receipt of Landlord’s Early Notice, to lease the Second Expansion Area. If Tenant fails timely to give the Early Exercise Notice, then Tenant shall have no further right to lease the Second Expansion Area.

B. Lease Provisions Applying to Second Expansion Area

The leasing to Tenant of the Second Expansion Area shall be upon all the same terms and conditions applicable to the premises initially demised to Tenant pursuant to the Lease, except as follows:

(1). Term Commencement Date

The Term Commencement Date in respect of the Second Expansion Area, shall be the later of: (i) October 1, 2002 (i.e., the expiration date of the lease of the tenant occupying the Second Expansion Area), and (ii) the date that such tenant vacates the Second Expansion Area.

If Tenant gives Landlord the Tenant’s Early Notice, then the Term Commencement Date in respect of the Second Expansion Area shall be the later of: (x) the estimated Term Commencement Date in respect of the Second Expansion Area as set forth in Landlord’s Relocation Response Notice, or (y) the date that the Second Expansion Tenant vacates the Second Expansion Area.

If Landlord gives Tenant the Landlord’s Early Notice, then the Term Commencement Date in respect of the Second Expansion Area shall be the later of: (x) the estimated Term Commencement Date in respect of the Second Expansion Area as set forth in Landlord’s Early Notice, or (y) the date that the Second Expansion Tenant vacates the Second Expansion Area.

(2) Yearly Rent

The Yearly Rent payable in respect of the Second Expansion Area shall be based upon the Fair Market Rental Value, as defined in Paragraph 2 of this Rider, of the Second Expansion Area, as of the Term Commencement Date in respect of the Second Expansion Area.

(3) Operating Costs in the Base Year

The Operating Costs in the Base Year in respect of the Second Expansion Area shall be equal to the actual amount of Operating Costs for the calendar year immediately preceding the calendar year in which occurs the Term Commencement Date in respect of the Second Expansion Area.

(4) Tax Base

The Tax Base in respect of the Second Expansion Area shall be equal to the actual amount of Taxes for the fiscal tax year immediately preceding the fiscal tax year in which occurs the Term Commencement Date in respect of the Second Expansion Area.

(5) Condition of Second Expansion Area

The Second Expansion Area shall be delivered by Landlord and accepted by Tenant “as-is”, in its then (i.e. as of the Term Commencement Date in respect of the Second Expansion Area), state of construction, finish and decoration, without any obligation on the part of Landlord to prepare or construct the Second Expansion Area for Tenant’s occupancy or to provide a contribution to Tenant in respect of the Second Expansion Area.

C. Notwithstanding the fact that Tenant’s exercise of the above-described expansion option shall be self-executing, as aforesaid, the parties hereby agree promptly to execute a lease amendment reflecting the addition of the Second Expansion Area, except that the Yearly Rent payable in respect of the I Second Expansion Area may not be as set forth in such Amendment. Subsequently, after such Yearly Rent is determined, the parties shall execute a written agreement confirming the same. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of the herein expansion option, unless otherwise specifically provided in such lease amendment.

5.	TENANT’S TERMINATION OPTION

A. On the condition (which condition Landlord may waive by written notice to Tenant at any time) that Tenant is not in default, beyond the expiration of applicable notice and grace periods, of its covenants and obligations under the Lease, both at the time that Tenant gives Tenant’s Termination Notice, as hereinafter defined, and as of the Effective Termination Date. as hereinafter defined, then Tenant shall have the right (“Termination Right”) to terminate the term of the Lease effective as of the fifth (5th) anniversary of the Rent Commencement Date in respect of Area A (“Effective Termination Date”) by giving Landlord notice (“Tenant’s Termination Notice”) on or before the fourth (4th) anniversary of the Rent Commencement Date in respect of Area A and by paying to Landlord, at the time that Tenant gives Tenant’s Termination Notice to Landlord, the Termination Fee, as hereinafter defined.

B. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the term of the Lease shall terminate as of the Effective Termination Date, and Yearly Rent and other charges shall be apportioned as of said Effective Termination Date.

C. For the purposes hereof, the “Termination Fee” shall be equal to Three Hundred Thirty-One Thousand Four Hundred Forty-One and 001100 ($33 1,441.00) Dollars.

D. In the event that Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the term of the Lease, pursuant to this Paragraph 5.

6.	ANTENNA AREA

Tenant shall have the right to use the Antenna Area, as hereinafter defined, to install a satellite dish antenna (“Antenna”) for a period commencing as of the date that Tenant installs the Antenna, as hereinafter defined, in the Antenna Area (“Term Commencement Date in respect of the Antenna Area”) and terminating as of the earlier of (x) the expiration or earlier termination of the term of the Lease or (y) the date thirty (30) days after Tenant gives Landlord a written termination notice in respect of the Antenna Area. The “Antenna Area” shall be an area on the roof of the Building designated by Landlord. Tenant shall

be permitted to use the Antenna Area solely for a satellite dish antenna used only for receiving signals installed in accordance with specifications approved by Landlord in advance utilizing a frequency or frequencies and transmission power identified in such approved specifications which Tenant will be installing in the Antenna Area and no other frequencies or transmission power shall be used by Tenant without Landlord’s prior written consent. Such installation shall be designed in such manner as to be easily removable and so as not to damage the roof of the Building. The Antenna and any replacement shall be subject to Landlord’s approval. Tenant’s use of the Antenna Area shall be upon all of the conditions of the Lease, except as follows:

A. The Yearly Rent in respect of the Antenna Area shall be One Thousand Two Hundred ($1,200.00) Dollars (i.e., a monthly payment of $100.00);

B. Tenant shall have no obligation to pay Tax Excess or Operating Expense Excess in respect of the Antenna Area.

O. Landlord shall have the right, upon thirty (30) days notice to Tenant, to require Tenant to relocate the Antenna Area to another area (“Relocated Rooftop Area”) on the roof of the Building suitable for the use of Rooftop Installations. In such event, Tenant shall, at Landlord’s cost and expense, on or before the thirtieth (30th) day after Landlord gives such notice, relocate all of its Rooftop Installations from the Antenna Area to the Relocation Rooftop Area.

P. In addition to complying with the applicable construction provisions of the Lease, Tenant shall not install or operate Rooftop Installations in any portion of the Antenna Area until (x) Tenant shall have obtained Landlord’s prior written approval, which approval will not be unreasonably withheld or delayed, of Tenant’s plans and specifications for the placement and installation of the Rooftop Installations in the Premises, and (y) Tenant shall have obtained and delivered to Landlord copies of all required governmental and quasi-governmental permits, approvals, licenses and authorizations necessary for the lawful installation, operation and maintenance of the Rooftop Installations. The parties hereby acknowledge and agree, by way of illustration and not limitation, that Landlord shall have the right to withhold its approval of Tenant’s plans and specifications hereunder, and shall not be deemed to be unreasonable in doing so, if Tenant’s intended placement or method of installation or operation of the Rooftop Installations (i) may subject other licensees, tenants or occupants of the Building, or other surrounding or neighboring landowners or their occupants, to signal interference, Tenant hereby acknowledging that a shield may be required in order to prevent such interference, (ii) does not minimize to the fullest extent practicable the obstruction of the views from the windows of the Building that are adjacent to the Rooftop Installations, if any, (iii) does not complement (in Landlord’s sole judgment, which shall not, however, require Tenant to incur unreasonable expense) the design and finish of the Building, (iv) may damage the structural integrity of the Building or the roof thereof, or (v) may constitute a violation of any consent, approval, permit or authorization necessary for the lawful installation of the Rooftop Installations.

Q. In addition to the indemnification provisions set forth in the Lease which shall be applicable to the Antenna Area, Tenant shall, to the maximum extent permitted by law, indemnify, defend, and hold Landlord, its agents, contractors and employees harmless from any and all claims, losses, demands, actions or causes of actions suffered by any person, firm, corporation, or other entity arising from Tenant’s use of the Antenna Area.

R. Landlord shall have the right to designate or identify the Rooftop Installations with or by a lease or license number (or other marking) and to place such number (or marking) on or near such Rooftop Installations.

(i) Tenant recognizes that Landlord may wish to (and Landlord hereby reserves the right to) install a central Building system (the “Central Building System”) capable of, among other things, providing Tenant with the type of service (to be) provided by Tenant’s Rooftop Installations. If Landlord elects to install the Central Building System, (i) Tenant shall, upon Landlord’s request and at Tenant’s expense, remove its Rooftop Installations and other Alterations (including any existing cabling) from the Building and repair any damage caused their installation or removal, (ii) Tenant may, at Tenant’s expense and subject to the provisions of this Agreement (including, without limitation, subparagraph P hereof), have access to and use (and tie into) the Central Building System

for the uses permitted hereunder, and (ii) commencing upon Tenant’s use of the Central Building System and continuing thereafter throughout the term, the Yearly Rent payable hereunder shall be adjusted to be that which is reasonably designated by Landlord from time to time based upon Landlord’s determination of the fair market value of the access rights to the Central Building System granted herein.

(ii) Landlord shall maintain, repair or replace the Central Building System, in accordance with the standards for the repair and maintenance of such systems generally prevailing in the industry from time to time, so as to eliminate any material interruption or other adverse effects caused by malfunction, damage or destruction of the Central Building System, the cost of which shall be borne by Tenant if the problem was caused by the act or omission of Tenant or its agents, contractors or employees. Notwithstanding the foregoing, Landlord’s obligation to maintain, repair or replace the Central Building System shall apply only to the extent necessary to reach premises in the Building that are then used by tenants after the malfunction, damage or destruction or that, if damaged or destroyed, will be again used by tenants upon the completion of restoration or repair thereof. In no event shall Tenant have any claim or right to make any claim against Landlord whatsoever for any damages, including, without limitation, consequential or incidental damages, or lost profits, in any such circumstance.

Exhibit 10.3

SUNRISE TECHNOLOGY PARK

DEED OF LEASE

FOR

OFFICE SPACE

TABLE OF CONTENTS


*ARTICLE*		*PAGE*
1.	DEFINITIONS	1
2.	TERM	5
3.	“AS-IS” CONDITION; TENANT’S WORK	5
4.	RENT	6
5.	ADDITIONAL RENT	7
6.	USE	8
7.	CARE OF PREMISES	8
8.	ALTERATIONS BY TENANT	8
9.	EQUIPMENT	9
10.	OWNERSHIP AND REMOVAL OF PROPERTY	10
11.	LANDLORD’S ACCESS TO PREMISES	10
12.	SERVICES AND UTILITIES	11
13.	RULES AND REGULATIONS	11
14.	REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION	11
15.	LIMITATION ON LANDLORD LIABILITY	12
16.	FIRE AND OTHER CASUALTY	12
17.	INSURANCE	13
18.	CONDEMNATION	14
19.	DEFAULT	15
20.	NO WAIVER	17
21.	HOLDING OVER	18
22.	SUBORDINATION	18
23.	ASSIGNMENT AND SUBLETTING	18
24.	TRANSFER BY LANDLORD	20
25.	INABILITY TO PERFORM	20
26.	ESTOPPEL CERTIFICATES	20
27.	COVENANT OF QUIET ENJOYMENT	21
28.	WAIVER OF JURY TRIAL	21
29.	BROKERS	21
30.	CERTAIN RIGHTS RESERVED BY LANDLORD	21
31.	NOTICES	22
32.	MISCELLANEOUS PROVISIONS	22
	A. BENEFIT AND BURDEN	22
	B. GOVERNING LAW	22
	C. NO PARTNERSHIP	22
	D. DELEGATION BY LANDLORD	22
	E. TENANT RESPONSIBILITY FOR AGENTS	22
	F. INVALIDITY OF PARTICULAR PROVISIONS	23
	G. COUNTERPARTS	23
	H. ENTIRE AGREEMENT	23
	I. AMENDMENTS	23
	J. MORTGAGEE’S PERFORMANCE	23
	K. LIMITATIONS ON INTEREST	23
	L. REMEDIES CUMULATIVE	23
	M. ANNUAL FINANCIAL STATEMENTS	23
33.	LENDER APPROVAL. [INTENTIONALLY OMITTED]	23
34.	PARKING	23
35.	SECURITY DEPOSIT. [INTENTIONALLY OMITTED]	23
36.	HAZARDOUS MATERIALS	23
37.	RELOCATION OF TENANT [INTENTIONALLY OMITTED]	24
38.	NO RECORDATION	24
39.	OPTION TO EXTEND	25
	SIGNATURES	26
EXHIBIT A - PREMISES PLAN
EXHIBIT B - DECLARATION OF ACCEPTANCE
EXHIBIT C - [INTENTIONALLY OMITTED]
EXHIBIT D - RULES AND REGULATIONS
EXHIBIT E - PARKING

SUNRISE TECHNOLOGY PARK

DEED OF LEASE

THIS DEED OF LEASE (the “Lease” is made and entered into this 30 ^th day of April, 2002, by and between STEVENS CREEK ASSOCIATES, a California general partnership d/b/a TRIZECHAHN SUNRISE TECH PARK MANAGEMENT (“Landlord”) and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation (“Tenant”).

In consideration of the Rent hereinafter reserved and the agreements hereinafter set forth, Landlord and Tenant mutually agree as follows:

1.	DEFINITIONS.

Except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings assigned to them in this Section:

A. Alterations: Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings.

B. Building: The building located at 12345 Sunrise Valley Drive, known as Building II in Reston, Virginia, in the Park (as hereinafter defined) in which the Premises are located. Except as expressly indicated otherwise, the term “Building” shall include all portions of said building, including but not limited to the Premises and the common areas of said building.

C. Consumer Price Index (Regular and Base): [Intentionally Omitted]

D. Default Rate: That rate of interest which is five (5) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable (“Bank of America”), from time to time as its “prime” rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event Bank of America ceases to announce such a prime rate of interest, Landlord, in Landlord’s reasonable discretion, shall designate the prime rate of interest by another bank located in the Washington, D.C. metropolitan area, which shall be the prime rate of interest used to calculate the default rate.

E. Fiscal Year: Each consecutive twelve (12) month period during the Term of this Lease that commences on January 1 and concludes on December 31, inclusive.

F. Ground Leases: All ground and other underlying leases from which Landlord’s title to the Land and/or the Building is or may be in the future derived. “Ground Lessors” shall denote those persons and entities holding such ground or underlying leases.

G. Holidays: New Year’s Day, President’s Day, Martin Luther King, Jr.’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other holidays designated by an executive order of the President of the United States or by Act of Congress.

H. Land: The real estate that supports the Building, and all associated easements.

I. Park Common Areas: All areas, improvements, facilities and equipment from time to time designated by Landlord for the common use or benefit of Tenant, other tenants of the Building or the Park and their agents, which areas shall not decrease in a manner which adversely affects Tenant’s use of the Premises, including, without limitation, roadways, entrances and exits, landscaped areas, open areas, park areas, exterior lighting, service drives, loading areas, pedestrian walkways, sidewalks, atriums, courtyards, concourses, stairs, ramps, washrooms, maintenance and utility rooms and closets, exterior utility lines, hallways, lobbies, elevators and their housing and rooms, common window areas, common walls, common ceilings, common trash areas and parking facilities.

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J. Tenant’s Work: All work to be performed by Tenant pursuant to Section 3 hereof.

K. Lease Commencement Date: The date this Lease commences, as determined pursuant to Subsection 2.A. below.

L. Lease Year: That period of twelve (12) consecutive calendar months that commences on the first day of the calendar month in which the Lease Commencement Date occurs, and each consecutive twelve (12) month period thereafter. The earliest such twelve (12) month period shall be referred to as the “first Lease Year,” and each of the following Lease Years shall similarly be numbered for identification purposes.

M. Mortgages: All mortgages, deeds of trust and similar security instruments which may now or in the future encumber or otherwise affect the Building or the Land, including mortgages related to both construction and permanent financing. “Mortgagees” shall denote those persons and entities holding such mortgages, deeds of trust and similar security instruments.

N. Common Area Maintenance Expenses: The aggregate amount of (1) all costs and expenses incurred by Landlord during any Fiscal Year in managing, operating and maintaining the Building, as determined by Landlord in accordance with generally accepted accounting practices (“GAAP”). Such costs and expenses shall include but not limited to the cost of insurance; labor costs (including social security taxes and contributions and fringe benefits); charges under maintenance and service contracts (including but not limited to chillers, boilers, elevators, window and security services); the cost of water, gas, sanitary sewer, storm sewer, electricity, and other utilities to the Building; the cost of services to the Building and facilities and systems related thereto (including but not limited to, paving and parking areas, lighting and sound facilities, storm and sanitary drainage systems, utility conduits, systems and ducts, fire protection systems, sprinkler systems, security systems, Building signs, whether or not located on the Land, retaining walls, curbs, gutters, fences, sidewalks, canopies, steps, ramps, grass, trees and shrubbery), which services may include, among other things, ice and snow removal, lighting, cleaning, landscaping, gardening, sweeping, painting, and resurfacing; management fees not to exceed five percent (5%) of the gross rental receipts of the Building, including, but not limited to, Common Area Maintenance Expenses and Real Estate Tax Expenses; business taxes; and license fees solely applicable to Landlord’s or its management agent’s authority to conduct business for the Building, public space and vault rentals and charges; and the cost of any equipment or services provided by Landlord in connection with the servicing, operation, maintenance repair and protection of the Park Common Areas and related exterior appurtenances (whether or not provided on the Lease Commencement Date) and (2) any and all costs and expenses incurred by Landlord in each calendar year as Landlord’s share of Park Expenses (as hereinafter defined), as such share is allocated to the Building by Landlord or Landlord’s management agent. In determining the proportion of Park Expenses to be allocated to the Building for charges that are incurred for the Building plus parts of the Park other than the Building, Landlord shall make a reasonable allocation based on the proportion of the benefit received by the Building. An allocation based on rentable square footage will not always provide a proper basis for making the allocation. However, when, in Landlord’s reasonable judgment, rentable square footage is the proper basis for determining the allocation, the allocation will be based on the Building comprising 19.93% of the Park on a rentable square foot basis. Park Expenses shall mean any and all costs and expenses for or in connection with (i) managing, operating, maintaining, repairing and replacing those areas, improvements and facilities and equipment from time to time designated by Landlord for the common use or benefit of Tenant, other tenants of the Park, and their agents, including, without limitation, roadways, entrances and exits, landscapes areas, open areas, park areas, exterior lighting, service drives, pedestrian walkways, sidewalks, exterior utility lines and parking areas, (collectively, the “Park Common Areas”), and (ii) providing services designed to serve the tenants of one or more than one of the buildings in the Park, as determined by Landlord in accordance with generally accepted accounting principles regularly applied by Landlord. By way of example, but without limitation, Park Expenses shall include, but not be limited to, the cost of insurance; labor costs (including social security taxes and contributions and fringe benefits); charges under maintenance and service contracts (including, but not limited to, security services); the cost of water, gas, sanitary sewer, storm sewer, electricity, and other utilities to the Park; the cost of services to the Park and facilities and systems related thereto (including, but not limited

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to, paving and parking areas, lighting and sound facilities, storm and sanitary drainage systems, utility conduits, systems and ducts, fire protection systems, sprinkler systems, security systems, Park signs, whether or not located on the Land, retaining walls, curbs, gutters, fences, sidewalks, canopies, steps, ramps, grass, trees and shrubbery), which services may include, among other things, ice and snow removal, lighting, cleaning, landscaping, gardening, sweeping, painting, and resurfacing; management fees; business taxes, license fees, public space and vault rentals and charges; assessments imposed by any association now or hereafter established to maintain the Park (including, but not limited to, assessments imposed by any association with respect to the Park); and the cost of any equipment or services provided by Landlord in connection with the servicing, operation, maintenance repair and protection of the Park and related exterior appurtenances (whether or not provided on the Lease Commencement Date). Common Area Maintenance Expenses shall include (A) when referring to the Building, the cost of capital improvements made by Landlord to manage, operate or maintain the Common Areas, and (B) when referring to the Park Common Areas, the cost of capital improvements made by Landlord to manage, operate or maintain the Park Common Areas, in each case, together with any financing charges incurred in connection therewith, provided that such costs shall be amortized over the useful life of the improvements and only the portion attributable to the Fiscal Year shall be included in Common Area Maintenance Expenses for the Fiscal Year; further provided, that such expenditures shall be limited to costs of (a) improvements or Building components (other than Buildings) added to the Park which in Landlord’s reasonable judgment will increase the efficiency of the Building or the Park (i.e., are reasonably anticipated by Landlord to reduce the rate of increase in the Common Area Maintenance Expense which relates to the item which is the subject of the capital expenditure from what it otherwise may have been reasonably anticipated to be in the absence of such capital expenditure) or (b) improvements or replacements which are required to comply with the requirements of any laws, regulations, or insurance or utility company requirements, except for conditions existing in violation thereof on the Lease Commencement Date. Common Area Maintenance Expenses shall not include: (i) Real Estate Tax Expenses, (ii) payments of principal and interest on any Mortgages, (iii) leasing commissions, (iv) costs of preparing, improving or altering any spaces in preparation for occupancy of any new or renewal tenant; (v) costs incurred by Landlord on account of utilities, char services or other services attributable to space occupied by any tenant of the Building, (vi) the cost of damage and repairs necessitated, by the gross negligence or willful misconduct of Landlord or of Landlord’s agents and employees, (vii) any cost or expense incurred by reason of the remediation or clean-up of any contamination of the Building, the Land or the Park, or the soils or ground water underlying the Building, the Land or the Park, by hazardous materials or toxic substances, (viii) overhead costs and profit increment paid to subsidiaries or affiliates of Landlord for services on or for the Building, the Land or the Park, to the extent only that the cost of such services exceed the competitive costs of such services had they not been rendered by a subsidiary or affiliate of the Landlord, (ix) any deductible on Landlord’s insurance policy in excess of Fifty Thousand Dollars ($50,000.00), (x) the costs, including permit, license and inspection costs, incurred with respect to the construction of the Building, (xi) the costs of any services provided to other tenants of the Park which are not made available to Tenant, (xii) legal fees, brokerage commissions, advertising costs, or other related expenses incurred in connection with the leasing of the Building or the Park or associated with monetary disputes with tenants or other occupants of the Building or the Park or with the enforcement of any monetary provision of any lease or defense of Landlord’s title to or interest in the Building or the Park or any part thereof, (xiii) except to the extent allocable to the Park, salaries of personnel to the extent that such personnel perform services other than in connection with the management, operation, repair or maintenance of the Building, the Land or the Park, and (xiv) Landlord’s general corporate overhead and general and administrative expenses not related to the Building, the Land or the Park.

O. Park: That certain business park located in Reston, Virginia known as Sunrise Technology Park which as of the date of this Lease contains approximately 312,330 rentable square feet in four (4) buildings, known as Building I (12351-12353 Sunrise Valley Drive), Building II (12343-12347) Sunrise Valley Drive, Building III (12369 Sunrise Valley Drive) and Building IV (12379 Sunrise Valley Drive).

P. Premises: 7,396 square feet of rentable area on the ground floor of the Building, known as suite D, as shown on the floor plan attached hereto as Exhibit A. However, the area and plan of the Premises may change in the event of the exercise of any option to expand or contract the Premises set forth in this Lease. The rentable area of the Premises has been determined in accordance with the ANSI/BOMA Z 65.1-1996 Standard Method of Measurement issued June 7, 1996 (the “BOMA Standard Method of Measurement”).

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Q. Premises’ Standard Electrical Capacity: The electrical capacity sufficient to support Tenant’s balanced consumption of five (5) watts per square foot of rentable area.

R. Real Estate Tax Expenses: All taxes and assessments, general or special, ordinary or extraordinary, and foreseen or unforeseen, that are assessed, levied or imposed upon the Building and/or the Land, under any current or future taxation or assessment system or modification of, or supplement or substitute for, such system, whether or not based on or measured by the receipts or revenues from the Building or the Land (including all taxes and assessments for public improvements or any other purpose and any gross receipts or similar taxes). Real Estate Tax Expenses also shall include all reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of such taxes, rates or assessments, including but not limited to legal fees, but shall not include any taxes on Tenant’s Personal Property or other tenants’ personal property, which taxes are the sole obligation of each tenant. The term Real Estate Taxes shall specifically exclude any capital levy, franchise, transfer or recordation taxes, as well as any other interest or penalty arising by reason of late payment of any Real Estate Taxes, so long as the reason for such late payment was not contributed to by Tenant’s failure to pay any portion of Rent which was due and payable under this Lease. Real Estate Taxes shall also exclude any federal or state tax which is assessed upon Landlord’s net income, i.e. any tax which will directly vary based upon the amount of Landlord’s net income. The foregoing exclusion is not intended to exclude a tax which is based upon an assessment which takes into consideration, among other factors, the Landlord’s net rents or net income, which latter tax shall be included in Real Estate Taxes.

S. Rent: All Base Rent and Additional Rent.

(1) Base Rent: The amount payable by Tenant pursuant to Subsection 4.A. below.

(2) Additional Rent: All sums of money payable by Tenant pursuant to this Lease other than Base Rent.

(3) Monthly Rent: A monthly installment of Base Rent and Additional Rent, if any, which shall equal one-twelfth (1/12 ^th ) of Base Rent and Additional Rent then in effect.

T. Tenant’s Personal Property: All equipment, improvements, furnishings and/or other property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant or with Tenant’s permission (other than any property of Landlord), including the loading dock lift and cabling and wiring installed by Tenant, and which: (i) is removable without damage to the Premises, the Building and the Land, and (ii) is not a replacement of any property of the Landlord, whether such replacement is made at Tenant’s expense or otherwise. Notwithstanding any other provision of this Lease, Tenant’s Personal Property shall not include any improvements or other property installed or placed in or on the Premises as part of Tenant’s Work, whether or not any such property was purchased or installed at Tenant’s expense.

U. Tenant’s Share:

(1) Tenant’s Share of Common Area Maintenance Expenses shall be that percentage of Common Area Maintenance Expenses which is equal to the number of square feet of rentable area in the Premises divided by the total number of square feet of rentable area in the Premises divided by the total number of square feet of rentable area in the Building (62,261), Tenant’s Share of Common Area Maintenance Expenses is eleven and eighty-eight one-hundredths of one percent (11.88%).

(2) Tenant’s Share of Real Estate Tax Expenses shall be that percentage of Real Estate Tax Expenses which is equal to the number of square feet of rentable area in the Premises divided by the total number of square feet of rentable area in the Building and in Building I (*125,461). Tenant’s Share of Real Estate Tax Expenses is five and ninety-one hundredths of one percent (5.90%).

(3) Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses shall change any time the number of square feet of rentable area leased hereunder by Tenant increases or decreases.

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V. Unavoidable Delay: Any delay due to strikes, labor disputes, shortages of material, labor or energy, acts of God, governmental restrictions, enemy action, civil commotion, fire, unavoidable casualty or any other causes beyond the control of the Landlord.

W. Work Agreement: [Intentionally Omitted.]

TERM.

A. Term of Lease: The term of this Lease (the “Term”) shall commence on a date (the “Lease Commencement Date”), as defined below, and shall terminate at midnight on the day preceding the fifth (5 ^th ) anniversary of the Lease Commencement Date, or such earlier date on which this Lease is terminated pursuant to the provisions hereof (the “Lease Expiration Date”). The Lease Commencement Date shall be the date on which Landlord delivers possession of the Premises to Tenant following the execution and delivery of this Lease by Landlord, after the execution hereof by Tenant. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term.

B. Declarations: If requested by Landlord at any time during the Term, Landlord and Tenant promptly will execute a declaration in the form attached hereto as Exhibit B.

C. Effective Date: The rights and obligations set forth in this Lease, except for the obligation to pay Rent and as otherwise specifically provided herein to the contrary, shall become effective on the date of final execution of this Lease.

3.	“AS-IS’ CONDITION; TENANT’S WORK.

Tenant accepts the Premises in its as-is condition as of the Lease Commencement Date, and Landlord shall have no obligation to make any improvements or alterations to the Premises.

Notwithstanding the foregoing, Landlord shall make available for the performance of Tenant’s Work (as hereinafter defined) an allowance (the “Tenant Allowance”) in an amount equal to the product of (a) Nine Dollars ($9.00) multiplied by (b) the number of square feet of rentable area (7.396 sq/ft) comprising the Premises. Landlord shall pay the Tenant Allowance to Tenant following Tenant’s completion of Tenant’s Work (as hereinafter defined), (ii) receipted bills or other evidence that the aforesaid invoices have been paid in full, and (iii) waivers or releases of liens from each of Tenant’s contractors, subcontractors and suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices. Notwithstanding the foregoing, after the completion of Tenant’s Work (as hereinafter defined), Tenant shall have the right to have any unused portion of the Tenant Allowance, if any (the “Unused Portion”) credited towards Base Rent following at least thirty (30) days notice to Landlord; provided, however, in no event shall the unused portion exceed an amount equal to the product of (i) Three Dollars ($3.00) multiplied by (ii) the number of rentable square feet comprising the Premises if, and only if, such Unused Portion is requested by Tenant prior to the first (1 ^st ) anniversary of the Lease Commencement Date.

Tenant shall improve the Premises in accordance with the Tenant’s Plans (as hereinafter defined). Tenant shall submit to Landlord Tenant’s final plans and specifications for improvements to the Premises (the “Tenant’s Plans”), which shall be subject to Landlord’s prior written approval (the work set forth in the Tenant’s Plans being hereinafter referred to as “Tenant’s Work”), which approval shall not be unreasonably withheld, conditioned or delayed with respect to items which do not affect any of the structural components of the Building or any of the Building’s systems or the exterior aesthetics of the Building. From and after the date of Landlord’s approval of the Tenant’s Plans, any changes to the Tenant’s Plans shall not be binding unless approved in writing by both Landlord and Tenant (which approval shall not be unreasonably withheld, conditioned or delayed with respect to items which do not affect any of the structural components of the Building or any of the Building’s systems or the exterior aesthetic of the Building). Landlord’s approval of the Tenant’s Plans shall constitute approval of Tenant’s design concept only and shall in no event be deemed a representation or warranty by Landlord as to whether the Tenant’s Plans comply with any and all legal requirements applicable to the Tenant’s Plans and Tenant’s Work. Notwithstanding the foregoing, Landlord acknowledges that Tenant shall be installing a loading dock lift, subject to Landlord’s approval of Tenant’s Plans in accordance with the provisions of this Section 3.

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In the performance of Tenant’s Work, Tenant shall comply with all applicable laws, codes and regulations. Tenant shall obtain all permits, certificates and other governmental approvals from all governmental entities having jurisdiction thereover which are necessary for the prosecution and completion of Tenant’s Work. Tenant’s Work shall include, but not be limited to, the cost of all permits and governmental inspections, and all architectural and engineering fees.

Prior to commencing Tenant’s Work, Tenant shall provide to Landlord the name and address of each contractor and subcontractor which Tenant intends to employ to perform Tenant’s Work, the use of which subcontractors and contractors shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed if (1) the contractor or subcontractor is properly licensed, (2) Landlord has had no prior experience with such contractor or subcontractor which was unsatisfactory to Landlord, (3) Landlord knows of no prior unsatisfactory experience that a third party has had with such contractor or subcontractor and (4) the contractor is otherwise satisfactory to Landlord in its reasonable discretion. Prior to the commencement of any of Tenant’s Work, Tenant shall deliver to Landlord, with respect to each contractor and subcontractor which Tenant intends to employ to perform any of Tenant’s Work, a certificate of insurance from each such contractor or subcontractor specifying Landlord as a named insured and evidencing that each such contractor or subcontractor has obtained the following insurance coverages:

(A) Commercial comprehensive general liability insurance, on a standard IS0 form or its equivalent, which shall include independent contractor’s liability coverage, contractual liability coverage, products and completed operations coverage, and a “per project” endorsement, to afford protection, with limits for each occurrence, of not less than Two Million Dollars ($2,000,000) combined single limit with respect to bodily injury and property damage;

(B) Comprehensive automobile liability insurance for owned, non-owned, and hired vehicles with limits for each occurrence of not less than One Million Dollars ($1,000,000) with respect to bodily injury or death and One Million Dollars ($1,000,000) with respect to property damage; and

Said contractors and subcontractors shall also comply with other reasonable industry requirements of Landlord.

RENT.

From and after the Lease Commencement Date, Tenant shall pay to Landlord such Base Rent and Additional Rent as are set forth in this Section 4 and in Section 5 below.

A. Base Rent: Base Rent shall equal One Hundred Three Thousand Five Hundred Forty-Four Dollars ($103,544.00) per annum. Tenant shall pay Base Rent to Landlord in equal monthly installments of Eight Thousand Six Hundred Twenty-Eight and 67/100 Dollars ($8,628.67) (“Monthly Base Rent”) in advance on the first day of each calendar month during the Term, without notice, except that the first monthly installment of Base Rent shall be paid upon execution of this Lease. If the Lease Commencement Date occurs on a date other than the first day of a calendar month Tenant shall receive a credit equal to the Monthly Base Rent multiplied by the number of days in said calendar month prior to the Lease Commencement Date and divided by the number of days in such month, which credit shall be applied toward the installment of Monthly Base Rent next due hereunder. If the Lease Expiration Date occurs after the expiration of the last numbered Lease Year set forth above in this Section 4.A. for which an amount of Monthly Base Rent is specified, then Monthly Base Rent shall continue to be payable by Tenant at such rate for each month or portion of a month thereafter which is prior to the Lease Expiration Date.

B. Payment: All Base Rent and Additional Rent due and payable to Landlord under this Lease shall be made payable to Stevens Creek Associates and delivered to Stevens Creek Associates at Bank of America, P.O. Box #631571, Baltimore, MD 21263-1571. Payments of Rent (other than in cash), if initially dishonored, shall not be considered rendered until ultimately honored as cash by Landlord’s depository. Except as expressly set forth otherwise in this Lease, Tenant will pay all Rent to Landlord without demand, deduction, set-off or counter-claim.

C. Late Fee: If Tenant fails to make any payment of Rent on or before the date when payment is due, then Tenant also shall pay to Landlord a late fee equal to five percent (5%) of the amount that is past due for each month or part thereof until such Rent is fully paid. Said late fee shall be deemed reimbursement to Landlord for its costs of carrying and processing Tenant’s delinquent account. Acceptance by Landlord of said late fee shall not waive or release any other rights or remedies to which Landlord may be entitled on account of such late payment.

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D. Arbitration: Any statement provided to Tenant by Landlord pursuant to Section 5 below shall be conclusive and binding upon Tenant unless, within ninety (90) days after receipt thereof, Tenant notifies Landlord of the respects in which the statement is claimed to be incorrect. Unless otherwise mutually agreed, any such dispute shall be determined by arbitration in the jurisdiction in which the Premises are located, in accordance with the then current commercial rules of the American Arbitration Association. The costs of the arbitration shall be divided equally between Landlord and Tenant, except that each party shall bear the cost of its own legal fees unless the arbitration results in a determination that Landlord’s statement contained a discrepancy of less than five percent (5%) in Landlord’s favor, in which event Tenant shall bear all costs incurred in connection with such arbitration, including, without limitation, legal fees, unless (i) the arbitration results in a determination that Landlord’s statement contained a discrepancy of at least five percent (5%) in Landlord’s favor, in which event Landlord shall bear all costs incurred in connection with such arbitration, including, without limitation, reasonable legal fees. Pending determination of any dispute, Tenant shall pay all amounts due pursuant to the disputed statement, but such payments shall be without prejudice to Tenant’s position. Upon at least fifteen (15) days notice to Landlord, Tenant shall have reasonable access during normal business hours and at Tenant’s expense, to appropriate books and records of Landlord relating to the amount of expenses covered by the disputed statement, for the purpose of verifying the statement. Any such review shall be made only by Tenant’s employees and/or by an auditor hired by Tenant who is a Certified Public Accountant and who is employed on other than a contingent fee basis.

5.	ADDITIONAL RENT.

A. To Cover Consumer Price Index Increases: [Intentionally omitted]

B. To Cover Common Area Maintenance Expenses and Real Estate Tax Expenses: In addition to all other Rent set forth herein, for each Fiscal Year, Tenant shall pay to Landlord as Additional Rent an amount equal to the sum of Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses; provided, however, that for the Fiscal Years during which the Term begins, Tenant’s Share of the aforesaid sum shall be prorated based upon the Lease Commencement Date and for the Fiscal Year during which the Term ends, Tenant’s Share shall be prorated based upon the Lease Expiration Date

C. Statements:

(1) [Intentionally omitted.]

(2) For each Fiscal Year, Landlord shall deliver to Tenant a statement estimating Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses for such Fiscal Year, which Tenant shall pay in equal monthly installments in advance on the first day of each calendar month during each Fiscal Year. Tenant shall continue to pay such estimated Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses until Tenant receives the next such statement from Landlord, at which time Tenant shall commence making monthly payments pursuant to Landlord’s new statement. With the first payment of Monthly Base Rent which is due at least fifteen (15) days after Tenant’s receipt of a statement from Landlord specifying estimated Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses payable during the Fiscal Year, Tenant shall pay the difference between its monthly share of such sums for the preceding months of the Fiscal Year and the monthly installments which Tenant has actually paid for said preceding months.

D. Retroactive Adjustments: After the end of each Fiscal Year, Landlord shall determine and shall provide to Tenant a statement of Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses for the Fiscal Year. Within thirty (30) days after delivery of any such statement, Tenant shall pay to Landlord any deficiency between the amount shown as Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses for the Fiscal Year and the estimated payments made by Tenant. Tenant shall be credited with any excess estimated payments toward payments by Tenant of its share of estimated Tenant’s Share of Common Area Maintenance Expenses and Tenant’s Share of Real Estate Tax Expenses, or if the Term of this Lease has expired or been terminated other than because of a Default by Tenant, Landlord shall pay the amount of any such excess estimated payments to Tenant within sixty (60) days after the later of (i) the expiration or termination of the Term or (ii) the date on which Tenant cures all defaults under this Lease.

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E. Change In or Contest of Taxes: In the event of any change by any taxing body in the period or manner in which any of the Real Estate Tax Expenses are levied, assessed or imposed, Landlord shall have the right, in its sole discretion, to make appropriate adjustments with respect to computing increases in Real Estate Tax Expenses. Real Estate Tax Expenses which are being contested by Landlord shall be included in computing Tenant’s Share of Real Estate Tax Expenses under this Section, but if Tenant shall have paid Rent on account of contested Real Estate Tax Expenses and Landlord thereafter receives a refund of such taxes, Tenant shall receive a credit toward subsequent estimated payments in an amount equal to Tenant’s Share of such refund, or if the Term of this Lease has expired or been terminated other than because of a Default by Tenant, Landlord shall pay the amount of any such excess estimated payments to Tenant within thirty (30) days after the later of (i) the expiration or termination of the Term or (ii) the date on which Tenant cures all defaults under this Lease.

F. Sales, Use or Other Taxes: If during the Term any governmental authority having jurisdiction over the Building or the Land levies, assesses or imposes any tax on Landlord, the Premises, the Building, the Land or the Rent payable hereunder, in the nature of a sales tax, use tax or any tax except (i) taxes on Landlord’s income, (ii) estate or inheritance taxes, or (iii) Real Estate Tax Expenses, then Tenant shall pay its proportionate share to Landlord within fifteen (15) days after receipt by Tenant of notice of the amount of such tax.

USE.

A. Permitted Use: Tenant shall use and occupy the Premises solely for computer maintenance, software installation, related storage and office use and administrative activities directly related thereto and for no other purpose.

B. Legal and Other Restrictions of Tenant’s Use: In its use of the Premises, Tenant shall comply with all present and future laws, regulations (including but not limited to fire and zoning regulations) and ordinances of all other public and quasi-public agencies having jurisdiction over the Land or the Building. Tenant shall not use the Park, the Land, the Building or use or occupy the Premises for any unlawful, disorderly or hazardous purposes or in a manner which will interfere with the rights of Landlord, other tenants or their invitees or in any way injure or annoy any of them.

7.	CARE OF PREMISES.

Tenant shall at its expense keep the Premises (including all improvements, fixtures and other property located therein) in a neat and clean condition and in good order and repair, and will suffer no waste or injury thereto. Tenant shall surrender the Premises at the end of the Term in as good order and condition as they were in on the Lease Commencement Date, ordinary wear and tear excepted. Notwithstanding the foregoing, Landlord shall use diligent efforts to maintain and repair in good and safe order and condition throughout the Term of this Lease all structural portions of the Premises (including exterior walls, load bearing columns and floor slab) and the portions of the building utility systems (including portions located within the Premises) which do not exclusively serve the Premises, and shall make such repairs (when necessary) thereto as become necessary after-obtaining actual knowledge of the need for such repairs, all costs of which shall be included in Operating Expenses, unless the need for any such maintenance or repair is brought about by any act or omission of Tenant, its agents, employees or invitees, in which event Tenant shall have the obligation to make such structural repairs at its sole cost and expense.

8.	ALTERATIONS BY TENANT.

A. Making of Alterations; Landlord’s Consent: Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord both as to whether the Alterations may be made and as to how and when they will be made, which approval shall not be unreasonably withheld, conditioned or delayed with respect to any proposed Alteration which would not affect any of the Building’s operating systems or any of the structural components of the Building. Any Alterations shall be made at Tenant’s expense, by its contractors and subcontractors and in accordance with complete

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plans and specifications approved in advance in writing by Landlord, and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord, (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all applicable laws and regulations, and (iii) has complied with all other requirements reasonably imposed by Landlord, including without limitation any requirements due to the underwriting guidelines of Landlord’s insurance carriers. Landlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for the Alterations and for the proper integration thereof with the Building, the Building’s systems and existing conditions. Landlord shall have the right, but not the obligation, to supervise the making of any Alterations. If any Alterations are made without the prior written consent of Landlord, or which do not conform to plans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section, Landlord may, in its sole discretion, correct or remove such Alterations at Tenant’s expense. Following completion of any Alterations, at Landlord’s request, Tenant either shall deliver to Landlord a complete set of “as built” plans showing the Alterations or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations.

B. No Liens: Tenant shall take all necessary steps to ensure that no mechanic’s or materialmen’s liens are filed against the Premises, the Building or the Land as a result of any Alterations made by the Tenant. If any mechanic’s lien is filed, Tenant shall discharge the lien within ten (10) business days thereafter, at Tenant’s expense, by paying off or bonding the lien.

9.	EQUIPMENT.

A. Permitted Equipment: Tenant shall not install or operate in the Premises any equipment or other machinery that, in the aggregate, will cause Tenant to use more than the Premises’ Standard Electrical Capacity, without: (i) obtaining the prior written consent of Landlord, who may condition its consent upon the payment by Tenant of Additional Rent for additional consumption of utilities, additional wiring or other expenses resulting therefrom, (ii) securing all necessary permits from governmental authorities and utility companies and furnishing copies thereof to Landlord, and (iii) complying with all other requirements reasonably imposed by Landlord. Prior to the Lease Commencement Date, Tenant shall provide Landlord with a list of all equipment that Tenant intends to install or operate in the Premises which operate on more than one hundred twenty (120) volts, and Tenant shall provide Landlord with an updated list of such equipment prior to the installation or use of any additional equipment which operates on more than one hundred twenty (120) volts. Tenant shall not install any equipment or machinery which may necessitate any changes, replacements or additions to or material changes in the use of the water, heating, plumbing, air-conditioning or electrical systems of the Building without obtaining the prior written consent of Landlord, who may withhold its consent in its absolute discretion.

B. Payment For Excess Utility Usage: If Tenant’s equipment shall result in electrical demand in excess of the Premises’ Standard Electrical Capacity, Landlord shall have the right, in its sole discretion, to install additional transformers, distribution panels, wiring and other applicable equipment at the expense of Tenant. None of the equipment so installed shall be deemed to be Tenant’s Personal Property. If at any time during the Term, Tenant’s connected electrical load from its use of equipment and fixtures (including incandescent lighting and power), as estimated by Landlord, exceeds the Premises’ Standard Electrical Capacity, then Landlord may, at its option: (i) install separate electrical meter(s) for the Premises, or (ii) cause a survey to be made by an independent electrical engineer or consulting firm to determine the amount of electricity consumed by Tenant beyond the Premises’ Standard Electrical Capacity. Tenant shall reimburse Landlord for the cost of the installation of said meter(s) or completion of said meter(s) or survey, and shall pay as Additional Rent the cost of any electricity in excess of an average of the Premises Standard Electrical Capacity, at the rate charged by the utility company providing such electricity, assuming continuous business hours, within ten (10) days after receipt of any bill therefor from Landlord.

C. Noise; Vibration; Floor Load: Business machines and equipment belonging to Tenant, which cause noise or vibration that may be transmitted to any part of the Building to such a degree as to be objectionable to Landlord or to any tenant of the Building, shall be installed and maintained by Tenant at Tenant’s expense on devices that eliminate the

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noise and vibration. Tenant shall not place any load upon the floor of the Premises which exceeds the per square foot load the floor was designed to carry (eighty (80) pounds per square foot for live loads and twenty (20) pounds per square foot for dead loads).

10.	OWNERSHIP AND REMOVAL OF PROPERTY.

A. Landlord’s Property: Any Alterations and other improvements and any equipment, machinery, furnishings and other property, installed or located in the Premises, the Building or the Land by or on behalf of Landlord or Tenant, except for Tenant’s Personal Property: (i) shall immediately become the property of Landlord, and (ii) shall be surrendered to Landlord with the Premises as a part thereof at the end of the Term; provided, however, that if Landlord requests Tenant to remove any Alterations installed by or on behalf of Tenant, Tenant shall cause the same to be removed at Tenant’s expense on or before the Lease Expiration Date, or shall reimburse Landlord for the cost of such removal, as elected by Landlord (unless Landlord expressly waives in writing the right to require such removal at the time Landlord give its consent to the making of such Alterations). Landlord and Tenant acknowledge that Tenant shall install a loading lift and cabling for use by the Tenant in the Premises. Notwithstanding the foregoing, Tenant, upon submitting its request to Landlord to make Alterations, shall have the right to request therein that Landlord specify whether and to what extent Landlord will require Tenant to remove the Alterations in question at the end of the Term, provided that Tenant refers therein to the provisions of this Section 10.A. If Tenant shall fail to request such information in its request to make any Alterations, such right shall be deemed null and void as to the Alterations in question, and all such Alterations shall thereafter be subject to the exercise of Landlord’s rights and to Tenant’s obligations set forth in the first sentence of this Section 10.A. If Tenant submits its request for such information in accordance with the foregoing provisions and Landlord consents to the Alterations requested, Landlord shall, together with its consent, specify in writing whether and to what extent it will require Tenant to remove the Alterations in question at the end of the Term, and if Landlord fails so to specify, Tenant shall have no further obligation to remove the Alterations which were the subject of Tenant’s request. Notwithstanding anything to the contrary set forth in this Lease, in no event shall Tenant be required to remove any cabling which Tenant installs in the Premises.

B. Removal of Property At End of Term: Tenant shall remove all of Tenant’s Personal Property from the Building and the Land on or before the Lease Expiration Date. Any personal property belonging to Tenant or to any other person or entity which is left in the Building or on the Land after the date this Lease is terminated for any reason shall be deemed to have been abandoned, unless Landlord has granted Tenant written permission to temporarily leave particular items of personal property in the Premises following termination of this Lease for any reason, which consent may be granted or denied in Landlord’s sole and absolute discretion. In such event, Landlord shall have the right to store such property at Tenant’s sole cost and/or to dispose of it in whatever manner Landlord considers appropriate, without waiving its right to claim from Tenant all expenses and damages caused by Tenant’s failure to remove such property, and Tenant and any other person or entity shall have no right to compensation from or any other claim against Landlord as a result.

11.	LANDLORD’S ACCESS TO PREMISES.

Upon such notice as is reasonable under the circumstances, which notice may be given orally, and which notice shall not be required in the event of an emergency, Landlord may at any reasonable time enter the Premises to examine them, to make alterations or repairs thereto or for any other purposes which Landlord considers necessary or advisable; however, in the case of any emergency, Landlord and its agents may enter the Premises at any time and in any manner. Tenant shall allow the Premises to be exhibited by Landlord: (i) at any reasonable time to representatives of lending institutions or to prospective purchasers of the Building, and (ii) at any reasonable time during the last twelve (12) months of the Term to persons who may be interested in leasing the Premises. Landlord reserves the right and shall be permitted reasonable access to the Premises to install facilities within and through the Premises and to install and service any systems deemed advisable by Landlord to provide services or utilities to any tenant of the Building. Landlord agrees that, in the exercise of its rights pursuant to this Section 11, Landlord shall not unreasonably interfere with Tenant’s business operations in the Premises.

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12.	SERVICES AND UTILITIES.

A. Utilities Provided: Landlord has provided, at its expense, for the separate metering of all utilities to be supplied to the Premises, and Tenant shall contract directly with the appropriate public utility companies for the supplying of all such utilities to the Premises. Tenant shall pay all submetered utility charges to the appropriate utilities, as and when due.

B. Right to Discontinue: [Intentionally omitted.]

C. No Liability: Landlord shall have no liability to Tenant or others based on any failure by Landlord to furnish any utilities and services to be furnished by Landlord hereunder, due to Unavoidable Delays, repair or maintenance work or any other reason, and such failure shall neither render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor cause a diminution or abatement of Rent nor relieve Tenant of any of Tenant’s obligations hereunder.

D. Conservation: Tenant hereby agrees to comply with all energy conservation procedures, controls and requirements instituted by Landlord pursuant to any government regulations or otherwise, including but not limited to controls on the permitted range of temperatures, the volume of energy consumption or the hours of operation of the Building. Institution by Landlord of such controls and requirements shall not entitle Tenant to terminate this Lease or to an abatement of any Rent payable hereunder.

E. Recycling: Without limiting the foregoing, Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that they or this Lease impose on Tenant duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Section 12.E., and, at Tenant’s sole cost and expense, shall indemnify, defend and hold Landlord harmless (including legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, using counsel reasonably satisfactory to Landlord.

F. HVAC System; Landlord’s Covenants: Landlord hereby covenants that the existing heating, air conditioning and ventilation system (collectively, the “HVAC System”) serving the Premises shall be in good working order as of the Lease Commencement Date. Landlord shall be responsible, at Landlord’s sole cost and expense, for making any necessary repairs or replacements to the HVAC System, as determined by Landlord in its reasonable discretion, during the first three (3) full calendar months of the Term, and, during the next nine (9) full calendar months of the Term (such twelve (12) month period being hereinafter referred to as the “Landlord’s HVAC Maintenance Period”), Tenant shall be responsible for the first Three Thousand Dollars ($3,000,00) of such costs, and Landlord shall be responsible for the balance of such costs provided, however, that following the expiration of the Landlord’s HVAC Maintenance Period, a maintenance, repair and replacements of the HVAC System, and all costs thereof, shall be the sole responsibility of Tenant throughout the remainder of the Term and the renewal Period. As applicable, and Landlord shall have no further responsibility therefore.

13.	RULES AND REGULATIONS.

Tenant shall abide by and observe the rules and regulations attached hereto as Exhibit D and such other rules and regulations as may be made by Landlord from time to time and which are generally applicable to all tenants of the Park, provided that such rules and regulations shall not be materially inconsistent with the provisions of this Lease. Nothing contained in this Lease or in any rules and regulations shall be interpreted to impose upon Landlord any obligations to enforce against any tenant its rules and regulations, or the provisions of any lease with any other tenant, and Landlord shall not be liable to Tenant or any other entity for any violation of said rules, regulations or lease provisions.

14.	REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.

A. Repairs: Except as otherwise expressly provided in this Lease, all injury, breakage and damage to the Land, the Building or the Premises, caused by any act or omission of Tenant shall be repaired by and at the sole expense of

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Tenant, except that in the event that Tenant fails to make such repairs within the time designated by Landlord, which shall be not less than five (5) days following written notice by Landlord to Tenant or such shorter period of time as Landlord, in its sole discretion, determines is appropriate under the circumstances, then, in such event, Landlord shall have the right, at its option, to make such repairs and to charge Tenant for all costs and expenses incurred in connection therewith as Additional Rent payable within ten (10) days after the rendering of a bill therefore. Tenant shall notify Landlord promptly of any injury, breakage or damage to the Land, the Building, or the Premises caused by Tenant.

B. Indemnification: Tenant hereby agrees to indemnify and hold Landlord harmless from and against all costs, damages, claims, liabilities and expenses, including attorneys’ fees, suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from: (i) Tenant’s use and occupancy of the Premises or the business conducted by Tenant therein or Tenant’s presence in the Building or on the Land (ii) the making by Tenant of any Alterations, (iii) any act or omission of Tenant or its employees, agents or invitees, and (iv) any breach or default by Tenant in the observance or performance of its covenants and obligations under this Lease; provided, however, that Tenant does not agree to indemnify and hold Landlord harmless from and against consequential damages except with respect to Tenant’s obligations set forth in Sections 21 and 36 hereof. With respect to Tenant’s indemnification obligations under this Section 14.8. and all other indemnification obligations of Tenant set forth in this Lease, (a) Landlord or any other party seeking indemnification through Landlord shall give Tenant written notice of the circumstance which serves as the basis for indemnification promptly after Landlord or such other party obtains actual knowledge of such circumstance, (b) Tenant shall have the right to elect counsel to represent it in connection with such claim, which counsel shall be subject to Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, and Tenant shall have the right to control all decisions during any litigation with respect to such claim, and (c) Landlord, or any other party seeking indemnification from Tenant pursuant to this Lease, shall cooperate with Tenant, provided that such cooperation shall be without cost or liability to Landlord or such other party.

15.	LIMITATION ON LANDLORD LIABILITY.

A. Liability Standard: Landlord shall not be liable to Tenant or any other individual or entity for any damage, loss or claim whatsoever, except damages, losses and claims that are the direct result of Landlord’s negligence or misconduct; however, in no event shall Landlord be liable for consequential damages.

B. Limitation on Total Liability: Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises, shall be limited to the estate of Landlord in the Building. No other property or assets of Landlord or any partner or owner of Landlord shall be subject to levy, execution, or other enforcement proceedings or other judicial process for the satisfaction of any judgment or any other right or remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises.

16.	FIRE AND OTHER CASUALTY.

If the Premises shall be damaged by fire or other casualty, other than as a result of the gross negligence or willful misconduct of Tenant, the Lease shall not terminate and, upon adjustment of insurance claims, Landlord shall repair the damage, provided that Landlord shall have no obligation to repair damage to or replace Tenant’s Personal Property. Except as otherwise provided herein, if any part of the Premises are rendered untenantable by reason of any such damage, Rent shall abate from the date of the damage to the date the damage is repaired, as determined by Landlord, in the proportion that the area of the untenantable part bears from time to time to the total area of the Premises; provided, however, that, if more than fifty percent (50%) of the rentable area of the Premises is damaged and Tenant is not in occupancy of any part of the Premises, then Rent shall be fully abated until the date that the damage is repaired. No compensation or reduction of Rent shall be paid or allowed for inconvenience, annoyance or injury to Tenant or Tenant’s business arising from any damage to or repair of the Premises or the Building. Notwithstanding the foregoing, if Landlord does not receive sufficient insurance proceeds to fully repair the damage, or if the Building shall be so damaged that, as determined by Landlord,

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substantial reconstruction of the Premises or the Building is required (whether or not the Premises have been damaged), then (i) Landlord, at its option, may give Tenant, within sixty (60) days after the casualty, written notice of termination of this Lease and of all other leases in the Building which Landlord is entitled to terminate pursuant to such leases, and this Lease and the Term shall terminate (whether or not the Term has commenced) upon the expiration of thirty (30) days from the date of the notice, with the same effect as if the new expiration date had been the date initially fixed for expiration of the Term, and all Rent shall be apportioned as of the date of the casualty, unless Tenant has continued to occupy the Premises, and (ii) if Landlord estimates to Tenant in writing that the restoration of the Premises and the Building cannot be completed by the two hundred seventieth (270th) day following the date of the casualty, then Tenant may terminate this lease by written notice to Landlord, which notice shall be given by Tenant, if at all, within ten (10) business days following the date of such written estimate. If the restoration of the Premises and the Building has not been completed by the two hundred seventieth (270th) day following the date of the casualty, Tenant may terminate this Lease by written notice to Landlord, which notice shall be given by Tenant, if at all, within ten (10) business days following such 270th day. If the Premises or the Building shall be damaged by fire or other casualty due to the gross negligence or willful misconduct of Tenant: (i) Landlord shall have no obligation to repair the Premises or the Building, (ii) this Lease shall, at Landlord’s option, not terminate, and (iii) Landlord may pursue any legal and equitable remedies available to it.

17.	INSURANCE.

A. Types of Insurance Required: Tenant, at its expense, shall obtain and maintain in effect at all times during the Term an insurance policy providing the following coverage:

(1) An “all risk” insurance policy covering all of Tenant’s Personal Property within, and improvements and alterations to, the Premises for not less than the full replacement value thereof. All proceeds of such insurance shall be used to repair or replace the items so insured.

(2) A commercial general liability policy on an occurrence basis, with the following limits:


Each occurrence limit for bodily injury and property damage	$	1,000,000
General aggregate	$	2,000,000
Product/completed operations aggregate	$	2,000,000
Fire damage legal liability	$	50,000
Medical payments (any one person)	$	5,000

Said insurance shall name Landlord (in care of Landlord’s management agent and referring to the Building by its address), Landlord’s management agent and Mortgagee as an additional insured. The policy shall protect Landlord, Landlord’s management agent, and the Mortgagee against any liability for bodily injury, personal injury, death, or property damage occurring upon, in or about the Premises, the Building or the Land or arising out of or relating to any risks against which Tenant is required to indemnify Landlord, Landlord’s management agent and the Mortgagee. From time to time during the Term, Landlord may require Tenant to increase said limits of said insurance to the limits of liability insurance then customarily required of tenants of other comparable office buildings in the city (or, if not a city, other local jurisdiction) in which the Building is located.

B. Required Provisions of Policies: All insurance policies required to be maintained by Tenant under this Lease must: (i) be issued by insurance companies approved by Landlord; (ii) be in form and have content satisfactory to Landlord; (iii) be written as primary policy coverage and not contributing to or in excess of any coverage which Landlord or the Mortgagees may carry; (iv) contain an express waiver of any right of subrogation by the insurance company against Landlord, the Mortgagees and the Landlord’s and the Mortgagees’ employees and agents; and (v) provide that the policy may not be cancelled or permitted to lapse unless Landlord shall have received at least fifteen (15) days prior written notice of cancellation or non-renewal. Tenant shall deliver to Landlord (in care of Landlord’s management agent and referring to the Building by its address) certified copies or certificates evidencing each such policy and any renewal policy, together with evidence of payment of all applicable premiums, at least ten (10) days before the Lease Commencement Date and at least thirty (30) days before the renewal of any policies. Any insurance required of Tenant under this Section may be carried under a blanket policy, provided that said policy shall specifically set forth the amount of insurance allocated to this Lease.

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C. Effect of Tenant’s Activities on Insurance: Tenant shall not conduct or permit to be conducted any activity, or place any equipment in or about the Land, the Building or the Premises which will increase the rate of, or make void or voidable, any fire or other insurance maintained or required to be maintained by Landlord or any Mortgagee on the Building, the Land or the property kept thereon or therein, which will conflict with the provisions of any such insurance policy or which will make it impracticable for Landlord to obtain insurance covering any risks against which Landlord reasonably deems it advisable to obtain insurance. In the event any increases in the rates of such insurance are, due to Tenant’s presence in the Building, to any activity conducted or property installed or placed by Tenant on or about the Land, the Building or the Premises or to Alterations installed by Tenant or at Tenant’s request, Tenant shall reimburse Landlord for the amount of such increases promptly upon demand therefor. Statements by the applicable insurance company or insurance rating bureau that such increases are due to any activity, property or improvements shall be conclusive for the purposes of determining Tenant’s liability hereunder.

D. Termination Right: Landlord shall have the right to terminate this Lease upon thirty (30) days notice to Tenant in the event Landlord receives notice from any of Landlord’s insurance carriers that such carrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice, due to the activities of Tenant or the presence of Tenant in the Building; provided, however, that so long as Tenant’s activities are in compliance with this Lease and all applicable laws and governmental regulations, then Tenant’s activities or presence in the Building shall not be a basis for Landlord to terminate this Lease under this Section 17.D. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the cancelled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by such new insurance carrier. It is expressly understood that Landlord shall not have the right to terminate this Lease pursuant to this Subsection D. if any cancellation or rate increase is due to factors generally applicable to the insurance or rental market, rather than to Tenant’s activities or presence in the Building.

E. Waiver: Except for gross negligence and intentional acts. Landlord and Tenant hereby each waive and release each other from any and all liabilities, claims and losses for which Landlord or Tenant is or may be held liable, to the extent either party: (i) receives insurance proceeds on account thereof, or (ii) is required to maintain insurance pursuant to this Section, whichever is greater.

F. Landlord’s Insurance: Landlord shall maintain in force such property insurance and liability insurance with respect to the Building as are required by any first mortgagee or Ground Lessor or, if at any time there is no first mortgagee and no Ground Lessor, Landlord shall maintain in force such property insurance and liability insurance as Landlord, in its reasonable judgment, determines to be appropriate based upon coverages in force with respect to comparable buildings in Fairfax County, Virginia; provided, however, that in no event shall the property insurance be less than what would be required to prevent Landlord from being considered a co-insurer.

18.	CONDEMNATION.

A. Landlord’s Right to Terminate: If a substantial part of the Premises, the Building or the Land is taken or condemned by any governmental authority for any purpose or is granted to any authority in lieu of condemnation (collectively, a “taking”), either party shall have the right in its sole discretion to terminate this Lease by written notice to the other party, and upon the giving of such notice, the Term shall terminate as of the date title vests in the authority, and Rent shall be abated as of that date. For purposes of this Section, a substantial part of the Premises, the Land or the Building shall be considered to have been taken if, (i) in the reasonable opinion of Landlord, the taking shall render it commercially undesirable for Landlord to permit this Lease to continue or to continue operating the Building or (ii) the reasonable opinion of Tenant, the taking shall preclude Tenant from being able to continue to conduct its business operations in the Premises.

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B. Adjustment of Rent: If a portion of the Premises is taken and neither Landlord nor Tenant elects to terminate this Lease pursuant to the preceding paragraph, then Rent shall be equitably adjusted as of the date title vests in the authority and this Lease shall otherwise continue in full force and effect.

C. Division of Award: Tenant shall have no claim against Landlord arising out of or related to any taking, or for any portion of the amount that may be awarded as a result, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any such award; provided, however, that Tenant may assert any claim it may have against the authority for compensation for Tenant’s Personal Property and for any relocation expenses compensable by statute, as long as such awards shall be made in addition to and stated separately from the award made for the Land, the Building and the Premises.

19.

DEFAULT.

A. Default of Tenant: The following events shall be a default by Tenant (a “Default”) under this Lease:

(1) Failure of Tenant to pay Rent as and when due, if the failure continues for five (5) days after notice from Landlord specifying the failure.

(2) Failure of Tenant to comply with or perform any covenant or obligation of Tenant under this Lease, other than those concerning the payment of Rent, if the failure continues for twenty (20) days after notice from Landlord to Tenant specifying the failure; provided, however, that if the failure on the part of Tenant is not capable of being cured within such 20-day period but Tenant expeditiously commences to cure same and diligently proceeds with such cure, Tenant’s time to cure such failure shall be extended for the time necessary to cure same, but in no event longer than sixty (60) days, inclusive of the original 20-day period.

(3) [Intentionally omitted.]

(4) If Tenant, any guarantor of Tenant’s performance hereunder (a “Guarantor) or, if Tenant is a partnership, any partner of Tenant (“Partner”), shall file a voluntary petition in bankruptcy or insolvency, shall be adjudicated bankrupt or insolvent or shall file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other law, or shall make an assignment for the benefit of creditors, or shall seek or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of any Guarantor or Partner or of all or any part of the property of Tenant or of such Guarantor or Partner.

(5) If, within thirty (30) days after the commencement of any proceeding against Tenant or a Guarantor or Partner, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future applicable federal, state or other law, such proceeding shall not have been dismissed or if, within thirty (30) days after the appointment of any trustee, receiver or liquidator of Tenant or any Guarantor or Partner, or of all or any part of the property of Tenant or of any Guarantor or Partner, without the acquiescence of such individual or entity, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall have been issued against the property of Tenant or of any Guarantor or Partner, pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied.

(6) If Tenant fails to take possession of the Premises within thirty (30) days following the Lease Commencement Date or vacates, abandons or ceases to carry on its ordinary activities in the Premises prior to the Lease Expiration Date, with or without an intention of paying Rent; provided, however, that if (i) Tenant gives Landlord at least thirty (30) days prior written notice that it intends to vacate the Premises, (ii) Tenant pays the full amount of all Rent when due under this Lease while the Premises are vacant, (iii) the fact that the Premises or Building is vacant does not adversely affect the Premises or Building or other tenants therein and does not result in any liability to, or expenditure of funds by, Landlord, and (iv) Tenant leaves the Premises in a condition satisfactory to Landlord and continues to maintain the Premises in a condition satisfactory to Landlord throughout the remainder of the Term, then, and in such event only, Tenant shall not be deemed to be in Default under this Section 19.A.(6).

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B. Remedies Upon Default: Upon the occurrence of a Default, Landlord shall have the right, then or at any time thereafter:

(1) Without demand or notice, but in accordance with applicable legal process, to reenter and take possession of all or any part of the Premises, to expel Tenant and those claiming through Tenant and to remove any property therein, either by summary proceedings or by any other action at law, in equity or otherwise, with or without terminating this Lease, without being deemed guilty of trespass and without prejudice to any other remedies of Landlord for breach of this Lease, and/or

(2) To give Tenant written notice of Landlord’s intent to terminate this Lease, and on the date specified in Landlord’s notice, Tenant’s right to possession of the Premises shall cease and this Lease shall terminate. If Landlord elects to terminate this Lease, everything contained in this Lease on the part of Landlord to be done shall cease, without prejudice to Landlord’s right to recover from Tenant all Rent, as set forth in Subsections C. and D. below. If Landlord elects to reenter pursuant to Subsection B.(1) above. Landlord may terminate this Lease, or, from time to time without terminating this Lease, may relet all or any part of the Premises as the agent of Tenant, for such term, at such rental and upon such other provisions as Landlord deems acceptable, with the right to make any alterations and repairs to the Premises that Landlord deems appropriate, at Tenant’s expense. No such reentry or taking of possession of the Premises shall be construed as an election to terminate this Lease, unless notice of such intention is given pursuant to Subsection 842) above, or unless termination be decreed by a court of competent jurisdiction at the instance of Landlord. Landlord shall in no event be under any obligation to relet any part of the Premises.

C. Liability of Tenant: If Landlord terminates this Lease or reenters the Premises (with or without terminating this Lease), Tenant shall remain liable (in addition to all other liabilities of Tenant accrued at the time of the Default) for the sum of (i) any unpaid Rent accrued prior to the time of termination and/or reentry, as the case may be, plus interest thereon from the due date at the Default Rate, (ii) all Base Rent and Additional Rent provided for in this Lease from the time of termination and/or reentry, as the case may be, until the date this Lease would have expired had a Default not occurred, plus interest thereon from the due date at the Default Rate. (iii) any and all expenses (including but not limited to attorneys’ and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default, minus the net proceeds (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) actually received by Landlord, if any, from any reletting to the extent attributable to the period prior to the date this Lease would have expired had a Default not occurred. Landlord shall have the option to recover any damages sustained by Landlord either at the time of reletting, if any, or in separate actions from time to time as said damages shall have been made more easily ascertainable by successive relettings or, at Landlord’s option, to defer any such recovery until the date this Lease would have expired in the absence of a Default, in which event Tenant hereby agrees that the cause of action shall be deemed to have accrued on the aforesaid date. The provisions of this Section shall be in addition to, and shall not prevent the enforcement of, any claim Landlord may have for anticipatory breach of this Lease.

D. Liquidated Damages: In addition to Landlord’s rights pursuant to Subsection C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Lease from the date of Landlord’s demand for liquidated damages (“Landlord’s Demand”) until the date this Lease would have terminated in the absence of the Default, discounted to present value at the rate of five percent (5%) per annum (the “Discount Rate”), (ii) all unpaid Rent accrued prior to the time of Landlord’s Demand, plus interest thereon from the due date at the Default Rate, (iii) any and all expenses (including but not limited to attorneys’ and brokerage fees) incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in painting, altering or repairing the Premises in order to place the Premises in first-class rentable condition (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default; minus the sum of (a) the net fair market rental value of the Premises for the period referred to in Subsection D.(i) above, discounted to present value at the Discount Rate, and (b) any sums actually paid by Tenant to Landlord pursuant to Subsection C. above;

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provided, however, that if said damages shall be limited by law to a lesser amount, Landlord shall be entitled to recover the maximum amount permitted by law. The “net fair market rental value” referred to in Subsection D.(a) above shall be the fair market rental value of the Premises at the time of Landlord’s Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the area of the Premises at the time of Landlord’s Demand. If reletting is accomplished within a reasonable time after Lease termination, the “net fair market rental value” referred to in Subsection D.(a) above shall be deemed prima facie to be the net rental income (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) realized upon such reletting.

E. Waiver: Tenant, on its own behalf and on behalf of all persons and entities claiming through Tenant, including but not limited to creditors of Tenant, hereby waives any and all rights and privileges which Tenant and such other persons and entities might otherwise have under any present or future law: (i) to redeem the Premises, (ii) to reenter or repossess the Premises, or (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court, any reentry by Landlord or any expiration or termination of this Lease, whether by operation of law or pursuant to the provisions of this Lease. Tenant hereby expressly waives receipt of a Notice to Quit.

F. Lien on Personal Property: [Intentionally omitted.]

G. Right of Distress: [Intentionally omitted.]

H. Right of Landlord to Cure: If Tenant defaults in the making of any payment or in the doing of any act required to be made or done by Tenant under this Lease, then Landlord may, at its option, within the time designated by Landlord, which shall be not less than five (5) business days following written notice by Landlord to Tenant or such shorter period of time as Landlord, in its sole discretion, determines is appropriate under the circumstances, make such payment or do such act, and the expenses thereof, with interest thereon at the Default Rate, from the date paid by Landlord, shall constitute Additional Rent hereunder due and payable by Tenant with the next payment of Monthly Base Rent.

I. Attorneys’ Fees: In the event of any Default hereunder, Tenant shall pay to Landlord all attorneys’ fees incurred by Landlord in connection with such Default or the enforcement of Landlord’s rights or remedies arising in connection therewith, whether or not this Lease is terminated and whether or not Landlord institutes any lawsuit against Tenant as a result of such Default. In addition to the foregoing, whether or not this Lease is terminated, Tenant shall pay to Landlord all other costs incurred by Landlord with respect to any lawsuit instituted or action taken by Landlord to enforce the provisions of this Lease. In the event that Tenant initiates litigation against Landlord based upon an alleged default by Landlord under this Lease, and Tenant is the prevailing party in such litigation based upon a judgment by a court of competent jurisdiction that Landlord is in default hereunder, then, after the date upon which such judicial order becomes unappealable (i.e., the timeframe for filing appeals has expired, without an appeal having been filed, or if an appeal has been filed, such appeal has been finally resolved), Landlord shall pay to Tenant all reasonable attorneys’ fees incurred by Tenant in connection with such litigation.

J. Survival: Tenant’s liability pursuant to this Section 19 shall survive the termination of this Lease, the institution of summary proceedings and/or the issuance of a warrant thereunder.

20.	NO WAIVER.

No failure or delay by Landlord in enforcing its right to strict performance by Tenant of every provision of this Lease or in exercising any right or remedy hereunder, and no acceptance by Landlord of full or partial rent during the continuance of any Default, shall constitute a waiver of the provision or the Default, and no provision shall be waived or modified except by a written instrument executed by Landlord. No payment by Tenant, or receipt by Landlord, of a lesser amount than the full Rent shall be deemed to be other than a payment on account, notwithstanding any endorsement or statement on any check or letter accompanying any payment of any Rent. No waiver of any Default or settlement of any proceeding instituted on account of any claimed Default shall affect or alter this Lease or constitute a waiver of any of Landlord’s rights hereunder.

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21.	HOLDING OVER.

If Tenant shall be in possession of the Premises after termination of this Lease (whether by normal expiration of the Term or otherwise), at Landlord’s option: (i) Landlord may deem Tenant to be occupying the Premises as a tenant from month-to-month, at the sum of one hundred fifty percent (150%) of the Monthly Base Rent in effect for the last full month of the Term, plus the monthly installment of Additional Rent which is then payable pursuant to Section 5.C. of this Lease, and subject to all of the other provisions of this Lease, as applicable to a month-to-month tenancy, or (ii) Landlord may exercise any or all remedies for Default and at law and in equity, including but not limited to an action against Tenant for wrongfully holding over.

22.	SUBORDINATION.

A. Lease Subordinate: This Lease shall be subject and subordinate to the lien of any and all Mortgages and to any Ground Leases, and any and all renewals, extensions, modifications, recastings and refinancings thereof. This clause shall be self-operative, without execution of any further instrument; but if requested by Landlord or any Mortgagee. Tenant shall promptly execute a certificate or other document evidencing and providing for such subordination. Tenant agrees that, if any Mortgage is foreclosed or Ground Lease terminated, upon request by the purchaser at the foreclosure sale or Ground Lessor, as the case may be, Tenant shall attorn to and recognize the purchaser or Ground Lessor as the landlord under this Lease and shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure, termination or other proceeding is filed, prosecuted or completed. Notwithstanding anything herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgage to the operation and effect of this Lease without Tenant’s consent, by giving Tenant written notice of such subordination, in which event this Lease shall be deemed to be senior to such Mortgage, and thereafter such Mortgagee shall have the same rights as it would have had if this Lease had been executed, delivered and recorded before said Mortgage. Landlord shall use reasonable efforts to obtain from any current or future Mortgagee or Ground Lessor a nondisturbance agreement for the benefit of Tenant in such Mortgagee’s or Ground Lessor’s, as the case may be, usual form; provided, however, that (i) Tenant shall pay all costs incurred by Landlord which are imposed by such Mortgagee or Ground Lessor, as the case may be, with respect to such nondisturbance agreement and (ii) in the event that Landlord does not obtain such nondisturbance agreement, this Lease shall be and remain subject and subordinate to the lien of said Mortgage or Ground Lease, as the case may be, and to any and all renewals, extensions, modifications, recastings and refinancings thereof.

B. Modifications to Lease: In the event any of Landlord’s insurance carriers or any Mortgagee requests modifications to this Lease, Tenant shall execute a written amendment incorporating such requested modifications within thirty (30) days after the same has been submitted to Tenant by Landlord, provided that such modifications do not (a) adversely affect Tenant’s use of the Premises as herein permitted, (b) increase the rentals and other sums payable by Tenant hereunder, (c) include changes to (i) Tenant’s Security Deposit required hereunder, (ii) Tenant’s Renewal Option (as hereinafter defined), (iii) Tenant’s right with respect to Tenant’s Sign (as hereinafter defined), (iv) the default provisions of Section 19 hereof, or (v) the holdover provisions of Section 21 hereof, or (d) materially adversely affect any of Tenant’s other rights or obligations under this Lease. In the event Tenant refuses or fails to execute such amendment within thirty (30) days, Landlord shall have the right, at its sole option, in addition to Landlord’s other remedies for Default, to terminate and cancel this Lease by written notice to Tenant specifying the date on which this Lease will terminate. From and after said termination date, both Landlord and Tenant shall be relieved of any and all further obligations hereunder, except liabilities arising prior to the date of termination.

23.	ASSIGNMENT AND SUBLETTING.

A. No Transfer Without Consent: Tenant shall not, without the prior written consent of Landlord in each instance (which consent may be withheld in Landlord’s sole and absolute discretion) (i) assign, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the

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occupancy or use of the Premises or any part thereof by any persons or entities other than Tenant; or (iii) permit the assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold, condition or delay its consent to a proposed subletting of all or any portion of the Premises, provided that all of the following conditions are satisfied:

(a) there shall be no Default at the time of the proposed subletting,

(b) the proposed subtenant shall be creditworthy,

(c) the proposed subtenant shall not be a governmental entity or a person or entity enjoying sovereign or diplomatic immunity,

(d) the use of the Premises by the proposed subtenant shall not attract a volume, frequency or type of visitor or employee to the Building which is not consistent with the standards of a high-quality office park,

(e) the proposed subtenant shall specifically covenant and agree to perform the obligations of Tenant hereunder and to occupy the Premises subject to the provisions of this Lease, and

(f) Tenant remains liable for the faithful performance of this Lease.

B. Take-Back Rights: In addition, Tenant may not assign this Lease, nor sublet (or permit occupancy or use of) the Premises, or any part thereof, without giving Landlord thirty (30) days prior written notice thereof. For thirty (30) days following receipt of said notice, if Tenant intends to sublease a portion of the Premises which, when added to all other then subleased portions of the Premises, would result in an aggregate of more than fifty percent (50%) of the Premises being subleased, Landlord shall have the right, exercisable by sending notice to Tenant, to sublet from Tenant for the balance of the Term of this Lease (i) all of the Premises in the event Tenant notified Landlord of its desire to assign this Lease, or (ii) so much of the Premises as Tenant intends to sublet in the event Tenant notified Landlord of its desire to sublet the Premises or permit another to make use thereof, at the same rental Tenant is obligated to pay to Landlord hereunder. In the event Landlord does not exercise the aforesaid right within said thirty (30) days, Tenant may attempt to assign, sublet or permit use of this Lease or such space; provided that Tenant shall obtain the prior written consent of Landlord as set forth in Subsection A. above. In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the Rent due from any assignee or subtenant and hereby authorizes each such party to pay said Rent to Landlord.

C. Transfer of Stock. If Tenant and/or any Guarantor is a corporation, then the sale, issuance or transfer of any voting capital stock of Tenant or any Guarantor, by the person, persons or entities owning a controlling interest therein as of the date of this Lease, which results in a change in the voting control of Tenant or the Guarantor, shall be deemed an assignment within the meaning of this Section 23. If Tenant and/or any Guarantor is a partnership, the sale or transfer of the partnership share, or any portion thereof, of any general partner shall be deemed an assignment of this Lease.

D. Expenses and Profits; Effect of Consent:

(1) In the event Landlord permits Tenant to assign or sublet all or a portion of the Premises to a third party, fifty percent (50%) of any sums that are paid by such third party for the right to occupy the Premises, in excess of the sum of (i) the Rent then in effect plus (ii) all reasonable expenses actually incurred by Tenant for brokerage commissions, attorney’s fees, advertising costs and tenant improvements in connection with such subletting or assignment shall be paid by Tenant to Landlord on a monthly basis as Additional Rent.

(2) Tenant shall be responsible for all costs and expenses, including attorneys’ fees incurred by Landlord in connection with any proposed or purported assignment or sublease and an administrative fee of One Thousand Dollars ($1,000.00).

(3) The consent by Landlord to any assignment or subletting shall neither be construed as a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, nor as relieving Tenant from giving Landlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Landlord to, any further assignment or subletting. The collection or acceptance of Rent from any such assignee or subtenant shall not constitute a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, except as expressly agreed by Landlord in writing.

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E. Permitted Assignments: Notwithstanding the foregoing provisions of this Section 23, Landlord agrees that so long as (a) no Default is then continuing beyond any applicable cure period, (b) no circumstance shall have occurred which with the giving of notice, the passage of time, or both would constitute a Default by Tenant, and (c) the net worth, creditworthiness and liquidity factor of any entity into which Tenant shall merge are all greater than or equal to the net worth, creditworthiness and liquidity factor of Tenant as of the date of execution of this Lease, the provisions of this Section 23 shall not be applicable with regard to an assignment of this Lease or a subletting of the Premises to Tenant’s Affiliate (as hereinafter defined), so long as (1) Tenant originally named herein, to the extent it remains in existence, shall remain primarily liable under this Lease, notwithstanding any such assignment or subletting (2) no other or further assignment or subletting shall be permitted without Landlord’s prior written consent and (3) in the case of an assignment, the assignee executes an assignment and assumption agreement in Landlord’s then standard form (with such revisions thereto as are approved by Landlord in its reasonable discretion, which approval shall not be unreasonably conditioned or delayed) with respect to the assumption by the assignee of all of Tenant’s then existing and future obligations under this Lease. An Affiliate, as used herein, shall be a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Tenant. “Control” as used herein shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise.

24.	TRANSFER BY LANDLORD.

Landlord (and any successor or affiliate of Landlord) may freely sell, assign or transfer all or any portion of its interest in this Lease and the Premises, the Building or the Land and, in the event of any such sale, assignment or transfer, shall be relieved of any and all obligations under this Lease from and after the date of the sale, assignment or transfer. From and after said date, Tenant shall be bound to such purchaser, assignee or other transferee, as the case may be, as though the latter had been the original Landlord hereunder, provided that the purchaser, assignee or transferee agrees to assume the obligations of Landlord hereunder.

25.	INABILITY TO PERFORM.

This Lease and Tenant’s obligation hereunder shall in no way be affected, impaired or excused, nor shall Tenant have any claim against Landlord for damages, because Landlord, due to Unavoidable Delays, is unable to fulfill any of its obligations under this Lease, including, but not limited to, any obligations to provide any services, repairs, replacements, alterations or decorations or to supply any improvements, equipment or fixtures.

26.	ESTOPPEL CERTIFICATES.

Tenant shall, without charge, within five (5) business days after receipt of any request therefor, execute and deliver to Landlord a certificate stating: (i) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect and setting forth all such modifications); (ii) whether, to the best of Tenant’s knowledge, there then exist any defenses against the enforcement of any right of Landlord hereunder (and, if so, specifying the same in detail); (iii) the dates to which rent and any other charges hereunder have been paid by Tenant; (iv) that Tenant has no knowledge of any then uncured defaults under this Lease (or, if Tenant has knowledge of any such defaults, specifying the same in detail); (v) that Tenant has no knowledge of any event that will or may result in the termination of this Lease (or if Tenant has such knowledge, specifying the same in detail); (vi) the address to which notices to Tenant are to be sent; and (vii) such other information as may be reasonably requested. It is understood that any such certificate may be relied upon by Landlord, any Mortgagee, prospective Mortgagee, Ground Lessor, prospective Ground Lessor, or purchaser or prospective purchaser of the Land or the Building. Landlord shall, without charge, on not more than one (1) occasion during each calendar year, within thirty (30) days after receipt of any request therefore by any creditor of Tenant, execute and deliver to the requesting party a certificate stating: (1) whether this Lease is unmodified and in full force

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and effect (or if there have been modifications, that the Lease is in full force and effect and setting forth all such modifications); (ii) the date to which Rent and other charges have been paid by Tenant; (iii) that Landlord has no knowledge of any then uncured defaults under this Lease (or, if Landlord has knowledge of any such defaults, specifying the same in detail); (iv) that Landlord has no knowledge of any event that will or may result in the termination of this Lease (or if Landlord has such knowledge, specifying the same in detail); and (v) the address to which notices to Landlord are to be sent.

27.	COVENANT OF QUIET ENJOYMENT.

Landlord covenants that it has the right to make this Lease and that. if Tenant shall pay all Rent and perform all of Tenant’s other obligations under this Lease, Tenant shall have the right, during the Term and subject to the provisions of this Lease, to quietly occupy and enjoy the Premises without hindrance by Landlord or its successors and assigns.

28.	WAIVER OF JURY TRIAL.

Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other with respect to any matter arising out of or connected with this Lease.

29.

BROKERS.

Landlord and Tenant each represents and warrants to the other that, except as hereinafter set forth, neither of them has employed any broker in procuring or carrying on any negotiations relating to this Lease. Landlord and Tenant shall indemnify and hold each other harmless from any loss, claim or damage relating to the breach of the foregoing representation and warranty. Landlord recognizes only Insignia/ESG, as agent of Tenant, as broker with respect to this Lease and agrees to be responsible for the payment of any leasing commissions owed to said broker.

30.	CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord shall have the following rights, exercisable without notice, without liability for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off, abatement of Rent or otherwise; provided, however, that (i) Landlord shall use reasonable efforts to minimize the disruption to Tenant’s business, and (ii) the Premises shall remain accessible and tenantable for the conduct of Tenant’s business therein, in connection with the exercise of any such rights:

A. To change the Park’s and the Building’s name or street address.

B. To affix, maintain and remove any and all signs on the exterior and interior of the Building.

C. To designate and approve, prior to installation, all window shades, blinds, drapes, awnings, window ventilators, lighting and other similar equipment to be installed by Tenant that may be visible from the exterior of the Premises or the Building.

D. To decorate and make repairs, alterations, additions and improvements, whether structural or otherwise, in, to and about the Building and any part thereof, and for such purposes to enter the Premises, and, during the continuance of any such work, to close temporarily doors, entry ways, common areas in the Building and to interrupt or temporarily suspend Building services and facilities, all without affecting Tenant’s obligations hereunder, as long as the Premises remain tenantable.

E. To grant to anyone the exclusive right to conduct any business or render any service in the Building, provided Tenant is not thereby excluded from uses expressly permitted herein.

F. To alter, relocate, reconfigure and reduce the common areas of the Building, as long as the Premises remain reasonably accessible.

G. To alter, relocate, reconfigure, reduce and withdraw the Park Common Areas located outside the Building, including parking and access roads, as long as the Premises remain reasonably accessible.

H. To erect, use and maintain pipes and conduits in and through the Premises.

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31.

NOTICES.

No notice, request, approval, waiver or other communication which may be or is required or permitted to be given under this Lease shall be effective unless the same is in writing and hand-delivered, sent by registered or certified mail, return receipt requested, first-class postage prepaid, or sent with charges prepaid by a nationally recognized air courier service, addressed as follows:

If to Landlord:

TrizecHahn Mid-Atlantic Management Services LLC

1250 Connecticut Avenue, N.W.

Suite 500

Washington. D.C. 20036

Attention: General Manager - Sunrise Technology Park

If to Tenant:


*Prior to the Lease Commencement Date:*		*After to the Lease Commencement Date:*
Mr. Dave Mathews. Vice President		Ms. Mary C. Adams, Vice President
Learning Tree International USA. Inc.		Learning Tree International USA Inc.
1831 Michael Faraday Drive		6053 West Century Blvd. Sum 200
Reston, Virginia 20190		Los Angeles, California 90045
Attn:		Attn:

or at any other address of which either party shall notify the other in accordance with this Section. Such communications, if sent by registered or certified mail, shall be deemed to have been given three (3) business days after the date of mailing, or if sent by a nationally recognized air courier service, shall be deemed to have been given one (1) business day after the date of deposit of the notice with such service. If any Mortgagee shall notify Tenant that it is the holder of a Mortgage affecting the Premises and gives Tenant its address in writing, no notice, request or demand thereafter sent by Tenant to Landlord shall be effective until a copy of same shall be sent to such Mortgagee in the manner prescribed in this Section at such address as such Mortgagee shall designate.

32.	MISCELLANEOUS PROVISIONS.

A. Benefit and Burden: The provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective successors and permitted assigns.

B. Governing Law: This Lease shall be construed and enforced in accordance with the laws of the jurisdiction in which the Building is located.

C. No Partnership: Nothing contained in this Lease shall be deemed to create a partnership or joint venture between Landlord and Tenant, or to create any other relationship between the parties other than that of Landlord and Tenant.

D. Delegation by Landlord: Wherever Landlord has the authority to take any action under this Lease, Landlord shall have the right to delegate such authority to others, and Landlord shall be responsible for the authorized actions of such agents, employees and others, to the same extent as if Landlord had taken such action itself.

E. Tenant Responsibility for Agents: In any case where Tenant is responsible for performing or refraining from an act or for preventing an action or result from occurring, Tenant shall also be responsible for any actions taken or omitted by Tenant’s agents, employees, business invitees, licensees, contractors, subtenants, family members, guests and any other individuals or entities present in the Building or on the Land at Tenant’s invitation.

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F. Invalidity of Particular Provisions: If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid or unenforceable, the remaining provisions and the application of such invalid or unenforceable provisions to persons, entities and circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

G. Counterparts: This Lease may be executed in several counterparts, all of which shall constitute one and the same document.

H. Entire Agreement: This Lease, and any exhibits and addenda attached hereto, embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained in this Lease or in the exhibits or addenda shall be of any force or effect. No rights, privileges, easements or licenses are granted to Tenant hereby, except as expressly set forth herein.

I. Amendments: This Lease may not be modified in whole or in part in any manner other than by an agreement in writing.

J. Mortgagee’s Performance: Tenant shall accept performance of any of Landlord’s obligations hereunder by any Mortgagee.

K. Limitation on Interest: In any case where this Lease provides for a rate of interest that is higher than the maximum rate permitted by law, the rate specified herein shall be deemed to equal, and the party designated as recipient of such interest shall be entitled to receive, the maximum rate of interest permitted by law.

L. Remedies Cumulative: All rights and remedies of Landlord shall be cumulative and shall not be exclusive of any other rights or remedies of Landlord hereunder or now or hereafter existing at law or in equity.

M. Annual Financial Statements: Not later than March 31 of each Fiscal Year during the Term, Tenant shall submit to Landlord an audited financial statement covering the preceding Fiscal Year, which has been prepared in accordance with generally accepted accounting principles by an independent certified public accountant.

N. Landlord’s Termination Right: If, in Landlord’s reasonable opinion, Tenant’s activities or presence in the Premises results in a continuing or repeated significant threat of physical danger to other tenants or users of the Building, whether or not Tenant is capable of controlling such threat, Landlord shall have the right to terminate this Lease upon not less than sixty (60) days’ prior written notice to Tenant in which Landlord describes in reasonable detail the nature of the continuing or repeated significant threat of physical danger.

33.	LENDER APPROVAL. [Intentionally omitted.]

34.

PARKING.

Parking will be made available to Tenant pursuant to the provisions of Exhibit E attached hereto.

35.	SECURITY DEPOSIT. [Intentionally omitted.]

36.	HAZARDOUS MATERIALS.

A. Definition. As used in this Lease, the term “Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “infectious wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any federal, state or local laws, regulations or ordinances including, without limitation, oil, petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons.

B. General Prohibition. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in under or about

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the Premises, the Building, or the Land (hereinafter referred to collectively as the “Property”) by Tenant, its affiliates, agents, employees, contractors, subtenants, assignees or invites other than reasonable quantities of customary office supplies which are used, stored and disposed of in compliance with all applicable governmental laws and regulations. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including without limitation, attorneys’, consultants’, and experts’ fees, court costs and amount paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses arising from a breach of this prohibition by Tenant, its affiliates, agents, employees, contractors, subtenants, assignees or invitees.

C. Notice. In the event that Hazardous Materials are discovered upon, in, or under the Property, and any governmental agency or entity having jurisdiction over the Property requires the removal of such Hazardous Materials, Tenant shall be responsible for removing those Hazardous Materials arising out of or related to the use or occupancy of the Property by Tenant or its affiliates, agents, employees, contractors, subtenants, assignees or invites but not those of its predecessors. Notwithstanding the foregoing, Tenant shall not take any remedial action in or about the Property or any portion thereof without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to protect Landlord’s interest with respect thereto. Tenant immediately shall notify Landlord in writing of: (i) any spill, release, discharge or disposal of any Hazardous Material in, on or under the Property or any portion thereof; (ii) any enforcement, cleanup, removal or other governmental or regulatory action instituted, contemplated, or threatened (if Tenant has notice thereof) pursuant to any laws respecting Hazardous Materials; (iii) any claim made or threatened by any person against Tenant or the Property or any portion thereof relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iv) any reports made to any governmental agency or entity arising out of or in connection with any Hazardous Materials in, on under or about or removed from the Property or any portion thereof, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant also shall supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, the Property or Tenant’s use or occupancy thereof.

D. Landlord’s Obligations: In the event that Landlord receives written notice from a governmental agency of the presence of Hazardous Materials in the Premises or in any of the Common Areas of the Building which are utilized by Tenant in a quantity and of a nature that violates any applicable laws or governmental regulations and that were not introduced to the Building by or on behalf of Tenant, Landlord shall take such action, if any, as may be required to comply with such laws or governmental regulations; provided, however, that Landlord shall have the right to contest any such notice of violation, in which case Landlord’s obligation to cure shall not arise until after the final adjudication of the validity of the violation notice.

E. Survival. The respective rights and obligations of Landlord and Tenant under this Section 36 shall survive the expiration or earlier termination of this Lease.

37.	RELOCATION OF TENANT. [Intentionally omitted.]

38.	NO RECORDATION.

Tenant shall not record or attempt to record this Lease or any memorandum hereof in any public records without the prior written approval of Landlord, which may be denied in Landlord’s sole and absolute discretion. In the event that Landlord grants its approval to record this Lease or a memorandum hereof, Tenant shall pay all recordation fees, taxes and charges in connection with such recordation.

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39.	OPTION TO EXTEND.

Provided that Learning Tree International USA, Inc., a Delaware corporation, and any of its Affiliates (individually and collectively, “Learning Tree”), is not then in default and has not been in default more than twice during the Term, in each case both at the time of exercise of the Renewal Option, as hereinafter defined, and at the commencement of the Renewal Period, as hereinafter defined, and is then in occupancy of the Premises at the time of exercise of the Renewal Option, as hereinafter defined, and at the time of the commencement of the Renewal Period, as hereinafter defined, Learning Tree shall have one (1) option (the “Renewal Option”) to extend the Term for one (1) additional five (5) year period (the “Renewal Period”) after the expiration of the initial Term. The Renewal Option shall be exercisable only by written notice given by Learning Tree to Landlord not later than twelve (12) months, nor earlier than fifteen (15) months, prior to the expiration of the Term. In the event that Learning Tree does not timely exercise the Renewal Option, the Renewal Option shall be null and void and of no further force or effect, time being of the essence in the exercise of the Renewal Option and it being acknowledged and agreed by Learning Tree that Landlord shall be entitled to rely on any failure by Learning Tree to give written notice of its exercise of the Renewal Option by the date set forth herein for such exercise thereof.

All terms and conditions of this Lease shall be applicable during the Renewal Period except that the amount of Base Rent charged for the Renewal Period shall be the then “Prevailing Market Rent”, which shall be the rent for comparable space in comparable buildings in Reston, Virginia, taking into account such concessions, if any, as are then being offered by landlords of comparable buildings in Reston, Virginia with respect to such comparable space. If within thirty (30) days following delivery of Learning Tree’s notice, Landlord and Learning Tree have not mutually agreed on the Prevailing Market Rent for the Renewal Period in question, then within ten (10) days after the expiration of such thirty-day period, each party shall give written notice to the other setting forth the name and address of a Broker (as hereinafter defined) selected by such party who has agreed to act in such capacity, to determine the Prevailing Market Rent. If either party shall fail to select a Broker as aforesaid, the Prevailing Market Rent shall be determined by the Broker selected by the other party. Each Broker shall thereupon independently make his determination of the Prevailing Market Rent within twenty (20) days after the appointment of the second Broker. If the two Brokers’ determinations are not the same, but the higher of such two values is not more than one hundred five percent (105%) of the lower of them, then the Prevailing Market Rent shall be deemed to be the average of the two values. If the higher of such two values is more than one hundred five percent (105%) of the lower of them, then the two Brokers shall jointly appoint a third Broker within ten (10) days after the second of the two determinations described above has been rendered. The third Broker shall independently make his determination of the Prevailing Market Rent within twenty (20) days after his appointment. The highest and the lowest determinations of value among the three Brokers shall be disregarded and the remaining determination shall be deemed to be the Prevailing Market Rent. Within thirty (30) days after the Prevailing Market Rent is determined as aforesaid, the parties shall execute an amendment to this Lease setting forth the new Rent to be paid for the Renewal Period.

For the purposes of this Section 39, “Broker” shall mean a real estate broker licensed in Virginia, who has been regularly engaged in such capacity in the business of commercial office leasing in Reston, Virginia for at least ten (10) years immediately preceding such person’s appointment hereunder. Each party shall pay for the cost of its Broker and one-half of the cost of the third Broker.

- 25 -

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal as of the day and year first above written.


WITNESS:		LANDLORD:

		STEVENS CREEK ASSOCIATES, a California general
		Partnership

		By:	TRIZECHAHN CENTERS, INC., a California Corporation
		By:	TRIZECHAHN CENTERS, INC., a California Corporation

By:	/s/ Steven Hall	By:	/s/ Paul L. Schulman
		Name:	Paul L. Schulman
		Its:	Vice President

By:	/s/ C. L. Mazowieski	By:	/s/ Elizabeth M. Bunte
		Name:	Elizabeth M. Bunte
		Its:	Assistant Secretary

WITNESS/ATTEST:		TENANT:

		LEARNING TREE INTERNATIONAL USA, INC., a
		Delaware corporation

/s/ Patrick H. McCabe		By:	/s/ David Mathews 4/22/02
		Its:	VP/Controller

- 26 -

EXHIBIT B

DECLARATION BY LANDLORD AND TENANT

AS TO DATE OF DELIVERY AND ACCEPTANCE OF

POSSESSION, LEASE COMMENCEMENT DATE, ETC.

THIS DECLARATION is hereby attached to and made a part of the Deed of Lease dated the day of , 2002 (the “Lease”), entered into by and between STEVENS CREEK ASSOCIATES, a California general partnership, d/b/a TRIZECHAHN SUNRISE TECH PARK MANAGEMENT , as Landlord and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation , as Tenant. All terms used in this Declaration have the same meaning as they have in the Lease.

(i) Landlord and Tenant do hereby declare that possession of the Premises was accepted by Tenant on the day of , 20 ;

(ii) As of the date hereof, the Lease is in full force and effect, and Landlord has fulfilled all of its obligations under the Lease required to be fulfilled by Landlord on or prior to said date;

(iii) The Lease Commencement Date is hereby established to be , 2002; and

(iv) The Lease Expiration Date is hereby established to be , unless the Lease is sooner terminated pursuant to any provision thereof.


WITNESS:	LANDLORD:

	STEVENS CREEK ASSOCIATES, a California general
	Partnership

	By:	TRIZECHAHN CENTERS, INC., a California Corporation
	By:	TRIZECHAHN CENTERS, INC., a California Corporation

By:	By:
	Name:
	Its:

By:	By:
	Name:
	Its:

WITNESS/ATTEST:	TENANT:

	LEARNING TREE INTERNATIONAL USA, INC., a
	Delaware corporation

	By:
	Its:

[NOTE: NOT TO BE EXECUTED AT TIME OF EXECUTION OF LEASE]

B-1

EXHIBIT D

RULES AND REGULATIONS

The following rules and regulations have been formulated for the safety and well-being of all the tenants of the Building. Adherence to these rules and regulations by each and every tenant contributes to safe occupancy and quiet enjoyment of the Building. Subject to Section 19 of the Lease, any violation of these rules and regulations by any tenant which continues after notice from Landlord shall be a Default under such tenant’s lease, at the option of Landlord.

Landlord may, upon request by any tenant, waive compliance by such tenant of any of the following rules and regulations, provided that (a) no waiver shall be effective unless signed by Landlord or Landlord’s authorized agent, (b) no such waiver shall relieve any tenant from the obligation to comply with such rule or regulation in the future, unless expressly consented to by Landlord, and (c) no such waiver granted to any tenant shall relieve any other tenant from the obligation of complying with said rule or regulation unless such other tenant has received a similar waiver in writing from Landlord.

1. The sidewalks, entrances, passages, courtyards, elevators, vestibules, stairways, corridors, halls and other parts of the Building not occupied by any tenant (hereinafter “Common Areas”) shall not be obstructed or encumbered by any tenant or used for any purposes other than ingress and egress to and from the tenant’s premises. No tenant shall permit the visit to its premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the Common Areas by other tenants.

2. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any tenant on any part of the outside or inside of the tenant’s premises or in the Building without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In the event of any violation of the foregoing by any tenant, Landlord may remove the same without any liability and may charge the expense incurred by such removal to the tenant or tenants responsible for violating this rule. All interior signs on the doors and directory tablet of the Building shall be inscribed, painted or affixed by Landlord at the expense of each tenant, and shall be of a size, color and style acceptable to Landlord.

4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the Common Areas without the prior written consent of Landlord.

5. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. No tenant shall throw anything out of the doors or windows or down any corridors of stairs.

6. Except to the extent permitted by the Lease, there shall be no marking, painting, drilling into or other form of defacing of or damage to any part of a tenant’s premises or the Building. No boring, cutting or stringing of wires shall be permitted. No tenant shall construct, maintain, use or operate within its premises or elsewhere within or on the outside of the Building, any electrical device, wiring or apparatus in connection with a loud speaker system or other sound system. Upon prior written approval by Landlord, a tenant may install Muzak or other internal music system within the tenant’s premises if the music system cannot be heard outside of the premises.

7. No tenant shall make or permit to be made any disturbing noises or disturb or interfere with the occupants of the Building or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, tape recorder, whistling, singing or any other way.

8. No bicycles, vehicles, animals, birds or pets of any kind shall be brought into or kept in or about a tenant’s premises or in the Building.

9. No cooking shall be done or permitted by any tenant on its premises, except that, with Landlord’s prior written approval (including approval of plans and specifications therefore), which approval shall not be unreasonably withheld, conditioned or delayed, a tenant may install and operate for convenience of its employees a lounge or coffee

D-1

room with a microwave, sink and refrigerator; provided that in so doing the tenant shall comply with all applicable building code requirements and any insurance or other requirements specified by Landlord. No tenant shall cause or permit any unusual or objectionable odors to originate from its premises.

10. No space in or about the Building shall be used for the manufacture, storage, sale or auction of merchandise goods or property of any kind.

11. [Intentionally omitted.]

12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made in existing locks or the mechanisms thereof without the prior written approval or knowledge of Landlord, which approval shall not be withheld, conditioned or delayed, provided that Tenant provides Landlord with operable keys for all such additional locks or bolts of any kind. Each tenant shall, upon the termination of its tenancy, return to Landlord all keys used in connection with its premises, including any keys to the premises, to rooms and offices within the premises, to storage rooms and closets, to cabinets and other built-in furniture, and to toilet rooms, whether or not such keys were furnished by Landlord or procured by the tenant, and in the event of the loss of such keys, such tenant shall pay to Landlord the cost of replacing the locks. On termination of a tenant’s lease, the tenant shall disclose to Landlord the combination of all locks for safes, safe cabinets and vault doors, if any, remaining in the premises.

13. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description, must take place in such reasonable manner and during such reasonable hours as Landlord may require. Landlord reserves the right (but shall not have the obligation) to inspect all freight brought into the Building and to exclude from the Building all freight which violates any of these rules and regulations or any provision of any tenant’s lease.

14. Any person employed by any tenant to do janitorial work within the tenant’s premises must obtain Landlord’s approval prior to commencing such work, and such person shall comply with all instructions issued by the superintendent of the Building while in the Building. No tenant shall engage or pay any employees on the tenant’s premises or in the Building, except those actually working for such tenant on said premises.

15. No tenant shall purchase spring water, ice, coffee, soft drinks, towels or other like merchandise or service from any company or person who has, in Landlord’s opinion committed violations of Building regulations or caused a hazard or nuisance to the Building and/or its occupants.

16. Landlord shall have the right to prohibit any advertising by any tenant which mentions the Building or the Park by name, includes the Building’s address or any depiction of the Building or the Park, and of the Building which, in Landlord’s opinion, tends to impair the reputation of the Building or the Park and, upon written notice from Landlord, such tenant shall refrain from and discontinue such advertising.

17. Landlord reserves the right to exclude from the Building at all times any person who is not known or does not properly identify himself to the Building’s management or its agents. Landlord may at its option require all persons admitted to or leaving the Building to register between the hours of 6 p.m. and 8 a.m., Monday through Friday, and all times on Saturdays, Sundays and holidays. Each tenant shall be responsible for all persons for whom it authorized entry into the Building, and shall be liable to Landlord for all acts of such persons.

18. Each tenant shall see that all lights are turned off before closing and leaving its premises at any time.

19. The requirements of tenants will be attended to only upon application at the office of the Building. Building employees have been instructed not to perform any work or do anything outside of their regular duties, except with special instructions from the management of the Building.

20. Canvassing, soliciting and peddling in the Building is prohibited, and each tenant shall cooperate to prevent the same.

21. No water cooler, plumbing or electrical fixture which connects to the plumbing and electrical systems of the Building shall be installed by tenant without Landlord’s prior written consent.

22. No hand trucks, except those equipped with rubber tires and side guards, shall be used to deliver or receive any merchandise in any space or in the Common Areas of the Building, either by tenant or its agents or contractors.

D-2

23. Access plates to under floor conduits shall be left exposed. Where carpet is installed, carpet shall be cut around the access plates.

24. Mats, trash and other objects shall not be placed in the public corridors.

25. [Intentionally omitted.]

26. [Intentionally omitted.]

27. [Intentionally omitted.]

28. No smoking shall be permitted in any of the Common Areas of the Building or in the tenant’s premises. All cigarettes and related trash shall be disposed of in trash receptacles and not on the sidewalk, parking lot or grass.

D-3

EXHIBIT E

PARKING

1.	AVAILABILITY; RENT.

Landlord agrees that it will provide to Tenant sufficient space to park twenty-two (22) automobiles, either in the parking area of the Building (the “Parking Area”) or as otherwise provided, at no charge to Tenant. No specific parking spaces will be allocated for use by Tenant. Landlord reserves the right to institute either a valet or self-parking system; provided, however, that if at any time during the Term of the Lease Landlord provides to Tenant any additional spaces, Landlord shall at all times have the right to reclaim such spaces upon thirty (30) days notice to Tenant.

2.	REGULATIONS; LIABILITY.

Tenant and its employees, agents and invites shall observe reasonable safety precautions in the use of the Parking Area and shall at all times abide by all rules and regulations promulgated by Landlord and/or the Parking Area operator governing use of the Parking Area. Landlord does not assume any responsibility for, and shall not be held liable for, any damage or loss to any automobiles parked in the Parking Area or to any personal property located therein, or for any injury sustained by any person in or about the Parking Area.

E-1

Exhibit 10.4

T O R O N T O E A T O N C E N T R E

1 D U N D A S S T R E E T W E S T

O F F I C E L E A S E

BETWEEN

T.E.C. LEASEHOLDS LIMITED

- AND -

LEARNING TREE INTERNATIONAL INC.

TORONTO EATON CENTRE

1 DUNDAS STREET WEST

LEASE

TABLE OF CONTENTS


ARTICLE I - PREMISES - TERM AND USE		1
Section 1.01 Grant and Premises		1
Section 1.02 Term		1
Section 1.03 Construction of Premises		1
Section 1.04 Use and Conduct of Business		1

ARTICLE II - RENT		1
Section 2.01 Covenant to Pay		1
Section 2.02 Net Rent		2
Section 2.03 Payment of Operating Costs		2
Section 2.04 Payment of Taxes		2
Section 2.05 Payment of Estimated Taxes and Operating Costs		2
Section 2.06 Additional Rent		3
Section 2.07 Rent Past Due		3
Section 2.08 Utilities		3
Section 2.09 Adjustment of Areas		3
Section 2.10 Net Lease		3
Section 2.11 Deposit		3
Section 2.12 Electronic Data Interchange - Intentionally Deleted		3

ARTICLE III - CONTROL OF BUILDING		3
Section 3.01 Landlord’s Services		3
Section 3.02 Alterations by Landlord		4

ARTICLE IV - ACCESS AND ENTRY		4
Section 4.01 Right of Examination		4
Section 4.02 Right to Show Premises		4
Section 4.03 Entry not Forfeiture		4

ARTICLE V - MAINTENANCE, REPAIRS AND ALTERATIONS		5
Section 5.01 Maintenance By Landlord		5
Section 5.02 Maintenance by Tenant; Compliance with Laws		5
Section 5.03 Approval of Tenant’s Alterations		5
Section 5.04 Repair Where Tenant at Fault		6
Section 5.05 Removal of Improvements and Fixtures		6
Section 5.06 Liens		7
Section 5.07 Notice by Tenant		7

ARTICLE VI - INSURANCE AND INDEMNITY		7
Section 6.01 Tenant’s Insurance		7
Section 6.02 Increase in Insurance Premiums		8
Section 6.03 Cancellation of Insurance		8
Section 6.04 Loss or Damage		8
Section 6.05 Landlord’s Insurance		8
Section 6.06 Indemnification of the Landlord		8
Section 6.07 Release By the Landlord		9

ARTICLE VII - DAMAGE AND DESTRUCTION		9
Section 7.01 No Abatement		9
Section 7.02 Damage to Premises		9
Section 7.03 Right of Termination		9
Section 7.04 Destruction of Building or the Development		9
Section 7.05 Architect’s Certificate		10

ARTICLE VIII - ASSIGNMENT, SUBLETTING AND TRANSFERS		10
Section 8.01 Assignments, Subleases and Transfers		10
Section 8.01A Related Corporation		10
Section 8.02 Landlord’s Right to Terminate		11
Section 8.03 Conditions of Transfer		11
Section 8.04 Change of Control		12
Section 8.05 No Advertising		12
Section 8.06 Assignment By Landlord		12

- i -


ARTICLE IX - DEFAULT		12
Section 9.01 Default and Remedies		12
Section 9.02 Distress		13
Section 9.03 Costs		13
Section 9.04 Allocation of Payments		13
Section 9.05 Survival of Obligations		13

ARTICLE X - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION		13
Section 10.01 Status Statement		13
Section 10.02 Subordination		13
Section 10.03 Attornment		13
Section 10.04 Execution of Documents		13

ARTICLE XI - GENERAL PROVISIONS		13
Section 11.01 Rules and Regulations		13
Section 11.02 Delay		13
Section 11.03 Overholding		14
Section 11.04 Waiver		14
Section 11.05 Registration		14
Section 11.06 Notices		14
Section 11.07 Successors		14
Section 11.08 Joint and Several Liability		14
Section 11.09 Captions and Section Numbers		14
Section 11.10 Extended Meanings		14
Section 11.11 Partial Invalidity		14
Section 11.12 Entire Agreement		14
Section 11.13 Governing Law		15
Section 11.14 Time of the Essence		15
Section 11.15 Head Lease		15
Section 11.16 Quiet Enjoyment		15
Section 11.17 Rent Free Period		15
Section 11.18 Space Planning		15
Section 11.19 Landlord’s Work		15
Section 11.20 Tenant’s Work		16
Section 11.21 Option to Extend Term		16
Section 11.22 Expansion Option		17
Section 11.23 Parking		17
Section 11.24 Right of First Refusal		18
Section 11.25 Restrictive Covenant		18

SCHEDULE “A” - LEGAL DESCRIPTION OF LANDS		20

SCHEDULE “B” - FLOOR PLAN OF THE PREMISES

SCHEDULE “C” - DEFINITIONS		20

SCHEDULE “D” - RULES AND REGULATIONS		25

- ii -

THIS LEASE is dated the 6th day of March, 2000 .

B E T W E E N:

T.E.C. LEASEHOLDS LIMITED

(the “Landlord”)

- and -

LEARNING TREE INTERNATIONAL INC.

(the “Tenant”)

ARTICLE I - PREMISES - TERM AND USE

Section 1.01 Grant and Premises

In consideration of the performance by the Tenant of its obligations under this Lease, the Landlord leases the Premises to the Tenant for the Term. The Premises are located on the 10th Floor of the Building and are shown crosshatched in parallel lines on the floor plan attached as Schedule “B”. The Rentable Area of the Premises is approximately Fourteen Thousand (14,000) square feet.

Section 1.02 Term

The Term of this Lease is Ten (10) years and Two (2) months from and including the later of: (a) the day following the expiry of the Fixturing Period; and (2) the 1st day of September, 2000.

Section 1.03 Construction of Premises

The Tenant shall abide by the provisions of the tenant leasehold improvement manual supplied by the Landlord for any construction it proposes to do prior to or upon occupancy of the Premises, and any Alterations to the Premises after it takes occupancy. Prior to the Commencement Date, the Tenant shall be permitted to take possession of the Premises for a period of ninety-two days (the “Fixturing Period”) in order to construct its Leasehold Improvements, to relocate from its existing premises and, if applicable, to conduct its business in the Premises. The Fixturing Period shall commence on the later of: (i) the day following the date the Landlord completes its work pursuant to Section 11.19 of this Lease; and (ii) June 1, 2000. During the last 60 days of the Fixturing Period, the Tenant shall have exclusive possession of the Premises.

During the Fixturing Period, the Tenant shall not be obligated to pay Net Rent or portions of Additional Rent payable under Sections 2.03, 2.04(c), 2.05 and 2.08(a) of this Lease, but the Tenant shall be subject to all other terms and conditions of this Lease insofar as they are applicable including, without limitation, the obligations to pay all amounts for Additional Rent (other than those payable under Sections 2.03, 2.04(c), 2.05 and 2.08(a)) to the Landlord at the times and in the manner directed by the Landlord, the provisions relating to the liability of the Tenant for its acts and omissions, and the acts and omissions of its servants, employees, agents, contractors, invitees, concessionaires and licensees and the indemnification of the Landlord.

Section 1.04 Use and Conduct of Business

The Premises shall be used only for general office use and/or as an instructor-led computer training facility and for no other purpose. The Tenant shall conduct its business in the Premises in a reputable and first class manner. Provided the Tenant has provided the Landlord with evidence satisfactory to the Landlord, acting reasonably, that the Tenant has obtained all necessary permits and licenses and has complied with all applicable laws and by-laws, the Tenant shall be permitted to serve to its staff and clientele continental breakfasts in the morning, afternoon snacks, afternoon wine and cheese and beverages throughout the day.

ARTICLE II – RENT

Section 2.01 Covenant to Pay

(a)

Except as otherwise expressly provided in this Lease, the Tenant shall pay Rent from the Commencement Date without prior demand and without any deduction, abatement, setoff or compensation. If the Commencement Date is not on the first day of a calendar month, or the period of time from the Commencement Date to the end of the first Fiscal Year during the Term is less than 12 calendar months, or the period of time from the last Fiscal Year end during the Term to the end of the Term is less than 12 calendar months, then Rent for such month and such periods shall be pro-rated on a per diem basis, based upon a period of 365 days.

(b)	The Tenant will deliver to the Landlord on each Fiscal Year end throughout the Term, a series of monthly post-dated cheques for the next ensuing twelve month period, for the total of the monthly payments of Net Rent and any Additional Rent estimated by the Landlord in advance.

- 1 -

Section 2.02 Net Rent

Subject to Section 11.17, the Tenant shall pay Net Rent in the sum of ONE HUNDRED AND EIGHTY-FIVE THOUSAND FIVE HUNDRED DOLLARS ($185,500.00) per annum payable in equal monthly instalments of FIFTEEN THOUSAND FOUR HUNDRED AND FIFTY-EIGHT DOLLARS AND THIRTY-THREE CENTS ($15,458.33) each in advance on the first day of each calendar month of the Term. The Net Rent is based on an annual rate of THIRTEEN DOLLARS AND TWENTY-FIVE CENTS ($13.25) per square foot of the Rentable Area of the Premises. As soon as reasonably possible after completion of construction of the Premises, the Landlord shall measure the Net Rentable Area of the Premises and shall calculate the Rentable Area of the Premises in accordance with the Standard Method for Measuring Floor Area in Office Buildings, as per ANSI Z65.1-1980 as established by the Building Owners and Managers Association International and Rent shall be adjusted accordingly.

Section 2.03 Payment of Operating Costs

Subject to Section 11.17, the Tenant shall pay to the Landlord the Tenant’s Proportionate Share of Operating Costs.

Section 2.04 Payment of Taxes

(a)

The Tenant shall pay when due all Business Tax. If the Tenant’s Business Tax is payable by the Landlord to the relevant taxing authority, the Tenant shall pay the amount thereof to the Landlord or as it directs. If no separate tax bills for Business Tax are issued with respect to the Tenant or the Premises, the Landlord may allocate Business Tax charged, assessed or levied against the Building or the Lands to the Tenant on the basis of the Tenant’s Proportionate Share.

(b)	The Landlord shall allocate Taxes between the Total Rentable Area of the Building and other components of the Development on such basis as the Landlord, acting equitably, determines from time to time.

(c)	Subject to Section 11.17, the Tenant shall pay to the Landlord its Proportionate Share of the Taxes allocated to the Total Rentable Area of the Building by the Landlord.

(d)

If the Landlord obtains a written statement from the assessment or taxing authorities indicating that as a result of any construction or installation of improvements in the Premises, or any act or election of the Tenant ~~or the exemption from taxation at full commercial rates of any part of the Total Rentable Area of the Building~~ , the Taxes payable by the Tenant under subsection 2.05(b) do not accurately reflect the Tenant’s proper share of Taxes, the Landlord may require the Tenant to pay such greater or lesser amount as is determined by the Landlord, acting reasonably.

(e)

The Landlord may: contest any Taxes and appeal any assessments with respect thereto; withdraw any such contest or appeal; and agree with the taxing authorities on any settlement or compromise with respect to Taxes. The Tenant will co-operate with the Landlord in respect of any such contest or appeal and will provide the Landlord with all relevant information, documents and consents required by the Landlord in connection with any such contest or appeal. The Tenant will not contest any Taxes or appeal any related assessments without the Landlord’s prior written consent.

(f)	The Tenant shall promptly deliver to the Landlord on request, copies of assessment notices, tax bills and other documents received by the Tenant relating to Taxes and Business Tax and receipts for payment of Taxes and Business Tax payable by the Tenant.

(g)

The Tenant shall on demand, pay to the Landlord or to the appropriate taxing authority if required by the Landlord, all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Landlord with respect to Rent or in respect of the rental of space under this lease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax or otherwise. The Landlord shall have the same remedies and rights with respect to the payment of recovery of such taxes as it has for the payment or recovery of Rent under this lease.

Section 2.05 Payment of Estimated Taxes and Operating Costs

(a)

The amount of Taxes and Operating Costs may be estimated by the Landlord for such period as the Landlord determines from time to time, and the Tenant agrees to pay to the Landlord the amounts so estimated in equal instalments, in advance, on the first day of each month during such period. Notwithstanding the foregoing, when bills for all or any portion of the amounts so estimated are received, the Landlord may bill the Tenant for the Tenant’s Proportionate Share thereof (or the amount determined under Section 2.04(d)) after crediting against such amounts any monthly payments of estimated Taxes and Operating Costs previously made by the Tenant and the Tenant shall pay the Landlord the amounts so billed.

(b)

Within a reasonable time (not to exceed 180 days) after the end of the period for which such estimated payments have been made, the Landlord shall submit to the Tenant a statement showing the calculation of the Tenant’s share of Taxes and Operating Costs together with a report from the Landlord’s auditor as to the total amount of Operating Costs. If:

(i)

the amount the Tenant has paid is less than the amounts due, the Tenant shall pay such deficiency to the Landlord; or

- 2 -

(ii)

the amount paid by the Tenant is greater than the amounts due, the Landlord shall pay such excess to the Tenant within 15 business days after the delivery of such statement .

The obligations contained in this subsection shall survive the expiration or earlier termination of the Term. Failure of the Landlord to render any statement of Taxes or Operating Costs shall not prejudice the Landlord’s right to render such statement thereafter or with respect to any other period. The rendering of any such statement shall also not affect the Landlord’s right to subsequently render an amended or corrected statement.

Section 2.06 Additional Rent

Except as otherwise provided in this lease, all Additional Rent shall be payable by the Tenant to the Landlord within 15 business days after demand.

Section 2.07 Rent Past Due

All Rent past due shall bear interest from the date on which the same became due until the date of payment at 3% per annum in excess of the prime interest rate for Canadian Dollar demand loans announced from time to time by any Canadian chartered bank designated by the Landlord.

Section 2.08 Utilities

(a)

Subject to Section 11.17, the Tenant shall pay to the Landlord, or as the Landlord directs, all gas, electricity, water, steam and other utility charges applicable to the Premises on the basis of the Rentable Area of the Premises. Charges for utilities shall be payable in advance on the first day of each month at a basic rate determined by the Landlord’s engineers. The Landlord shall be entitled to allocate to the Premises an additional charge, as determined by the Landlord’s engineer, acting reasonably, and with a copy of such engineer’s report to the Tenant , for any supply of utilities to the Premises in excess of those covered by such basic charge. If any utility rates or related taxes or charges are increased or decreased during the Term, such charges shall be equitably adjusted and the decision of the Landlord, acting reasonably, shall be final and binding with respect to any such adjustment.

(b)	The Landlord shall have the exclusive right to replace bulbs, tubes and ballasts in the lighting system in the Premises, on either an individual or a group basis. The Tenant shall pay the cost of such replacement on the first day of each month or at the option of the Landlord upon demand.

(c)	The Tenant shall pay the cost of installing and maintaining any meters installed at the request of the Landlord or the Tenant to measure the usage of utilities in the Premises.

Section 2.09 Adjustment of Areas

The Landlord may from time to time re-measure the Net Rentable Area of the Premises or re-calculate the Rentable Area of the Premises and may re-adjust the Net Rent and/or the Tenant’s Proportionate Share of Additional Rent accordingly. The effective date of any such re-adjustment shall:

(a)	in the case of an adjustment to the Rentable Area resulting from a change in the aggregate Net Rentable Area of all office premises on the floor on which the Premises are situated, be the date on which such change occurred; and

(b)	in the case of a correction to any measurement or calculation error, be the date as of which such error was introduced in the calculation of Rent.

Section 2.10 Net Lease

This lease is a completely net lease to the Landlord, except as expressly herein set out. The Landlord is not responsible for any expenses or outlays of any nature arising from or relating to the Premises, or the use or occupancy thereof, or the contents thereof or the business carried on therein. The Tenant shall pay all charges, impositions and outlays of every nature and kind relating to the Premises except as expressly herein set out.

Section 2.11 Deposit

The Landlord acknowledges receipt of the Tenant’s deposit cheque in the sum of $NIL which will be applied without interest against the first Rent due under this Lease.

Section 2.12 Electronic Data Interchange – Intentionally deleted

ARTICLE III - CONTROL OF BUILDING

Section 3.01 Landlord’s Services

(a)

The Landlord shall provide climate control to the Premises during the hours of 7:00 a.m. to 6:00 p.m. from Monday to Friday to maintain a temperature adequate for normal occupancy for the permitted use pursuant to Section 1.04 , except during the making of repairs, alterations or improvements, provided that the Landlord shall have no liability for failure to supply climate control service when stopped as aforesaid or when prevented from doing so by repairs, or causes beyond the Landlord’s reasonable control. Any rebalancing of the climate control system in the Premises necessitated by the installation of partitions, equipment or fixtures by the Tenant or by any use of the Premises not in accordance with the design standards of such system will be performed by the Landlord at the Tenant’s expense.

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(b)	Subject to the Rules and Regulations, the Landlord shall provide elevator service during Normal Business Hours for use by the Tenant in common with others, except when prevented by repairs. The Landlord will operate at least one passenger elevator for use by tenants at all times.

(c)	The Landlord will provide cleaning services in the Building consistent with the standards of a first class office building.

(d)	Subject to Section 2.08, the Landlord shall make available to the Premises electricity for normal lighting and miscellaneous power requirements and, in normal quantities gas, water, and other public utilities generally made available to other tenants of the Building by the Landlord.

Section 3.02 Alterations by Landlord

The Landlord may:

(a)	alter, add to, subtract from, construct improvements to, rearrange, build additional storeys on and construct additional facilities adjoining or near the Development;

(b)	relocate the facilities and improvements comprising the Building or erected on the Lands, or ~~relocate~~ , alter or rearrange the Premises, provided that the premises as ~~relocated~~ , altered, or rearranged shall be in all material aspects comparable to the Premises as herein defined;

(c)	do such things on, or in the Lands or Development as are required to comply with any laws, by-laws, regulations, orders or directives affecting the Lands or any part of the Development; and

(d)	do such other things on or in the Lands or Development as the Landlord, in the use of good business judgment determines to be advisable;

provided that notwithstanding anything contained in this Section, access to the Premises shall at all times be available from the elevator lobbies of the Building and the Tenant shall not be deprived of its ability to operate its business .

The Landlord shall not be in breach of its covenant for quiet enjoyment or liable for any loss, costs or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing provided the Landlord takes all reasonable measures to minimize such loss, costs or damages .

ARTICLE IV - ACCESS AND ENTRY

Section 4.01 Right of Examination

The Landlord shall be entitled at all reasonable times upon 24 hours written notice (and at any time without notice in case of emergency) to enter the Premises to examine them; to make such repairs, alterations or improvements in the Premises as the Landlord considers necessary or desirable; to have access to underfloor ducts and access panels to mechanical shafts; to check, calibrate, adjust and balance controls and other parts of the heating systems; and for any other purpose necessary to enable the Landlord to perform its obligations or exercise its rights under this lease. The Tenant shall not obstruct any pipes, conduits or mechanical or electrical equipment so as to prevent reasonable access thereto. In exercising its rights under this Section, the Landlord shall take all commercially reasonable measures possible in the circumstances, so as to minimize interference with the Tenant’s use and enjoyment of and the conduct of the Tenant’s business in the Premises.

Section 4.02 Right to Show Premises

The Landlord and its agents shall have the right to enter the Premises upon 24 hours written notice at all reasonable times during Normal Business Hours to show them to prospective purchasers, or Mortgagees or prospective Mortgagees, and, during the last six months of the Term (or the last six months of any renewal term if this lease is renewed), to prospective tenants. Notwithstanding the foregoing, the Landlord shall not enter the classroom areas while classes are in progress, but the Landlord shall be entitled to enter the public areas in the Premises, subject to the above-mentioned written notice to Tenant.

Section 4.03 Entry not Forfeiture

No entry into the Premises or anything done therein by the Landlord pursuant to a right granted by this lease shall constitute a breach of any covenant for quiet enjoyment, or (except where expressed by the Landlord in writing) shall constitute a re-entry or forfeiture, or an actual or constructive eviction. The Tenant shall have no claim for injury, damages or loss suffered as a result of any such entry or thing, except in the case of willful misconduct by the Landlord in the course of such entry, but the Landlord shall in no event be responsible for the acts or negligence of any Persons providing cleaning services in the Building. The Landlord shall, however, ensure that any Person providing such cleaning services in the Building shall carry liability insurance and the Landlord shall require such Person providing cleaning services to the Premises to employ only bonded personnel.

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ARTICLE V - MAINTENANCE, REPAIRS AND ALTERATIONS

Section 5.01 Maintenance By Landlord

(a)	The Landlord covenants to keep the following in good repair as a prudent owner:

(i)

the structure of the Building including exterior walls and roofs;

(ii)

the mechanical, electrical and other base building systems; and

(iii)

the entrance, lobbies, plazas, stairways, corridors, parking areas and other facilities from time to time provided for use in common by the Tenant and other tenants of the Building.

If such maintenance or repairs are required by law due to the business carried on by the Tenant, then the full cost of such maintenance and repairs plus a sum equal to 15% of such cost representing the Landlord’s overhead, shall be paid by the Tenant to the Landlord.

(b)

The Landlord shall not be responsible for any damages caused to the Tenant by reason of failure of any equipment or facilities serving the Building or delays in the performance of any work for which the Landlord is responsible under this lease. The Landlord shall have the right to stop, interrupt or reduce any services, systems or utilities provided to, or serving the Building or Premises to perform repairs, alterations or maintenance or to comply with laws or regulations, or binding requirements of its insurers, or for causes beyond the Landlord’s reasonable control or as a result of the Landlord exercising its rights under Section 3.02. The Landlord shall not be in breach of its covenant for quiet enjoyment or liable for any loss, costs or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing, but the Landlord shall make reasonable efforts to restore the services, utilities or systems so stopped, interrupted or reduced.

(c)

If the Tenant fails to carry out any maintenance, repairs or work required to be carried out by it under this lease to the reasonable satisfaction of the Landlord, the Landlord may at its option carry out such maintenance or repairs without any liability for any resulting damage to the Tenant’s property or business. The cost of such work, plus a sum equal to 15% of such cost representing the Landlord’s overhead, shall be paid by the Tenant to the Landlord.

(d)

(i) The Landlord agrees that the Tenant’s technology education classes shall not be materially interfered with by any deliberate act of the Landlord or its contractors on the floors of the Building abutting the Premises during the hours of 9:00 a.m. to 5:00 p.m., Monday through Friday throughout the Term. Said interference shall include but not be limited to: (1) core drilling floors immediately above and below the Premises: (2) construction of Leasehold Improvements on floors immediately above and below the Premises involving hammering, drilling and other noise which may hider the education process; (3) any other work performed by the Landlord or its contractors which would create sufficient noise to hinder the education process, except for emergencies or repairs which must be attended to immediately.

(ii) The Landlord and the Tenant agree to act reasonably in resolving any complaints regarding interference to the Tenant’s business. The Landlord further agrees to use reasonable efforts to control noise created by other tenants on floors which abut the Premises.

(e) The Landlord warrants that the Lands and Building comply with all applicable laws, by-laws, regulations, orders and directives.

Section 5.02 Maintenance by Tenant; Compliance with Laws

(a)

The Tenant shall at its sole cost repair and maintain the Premises exclusive of base building mechanical and electrical systems, all to a standard consistent with a first class office building, (normal wear and tear excepted) with the exception only of those repairs which are the obligation of the Landlord under this lease, subject to Article VII. The Landlord may enter the Premises at all reasonable times upon 24 hours written notice to view their condition and the Tenant shall maintain and keep the Premises in good and substantial repair according to notice in writing. At the expiration or earlier termination of the Term, the Tenant shall surrender the Premises to the Landlord in as good condition and repair as the Tenant is required to maintain the Premises throughout the Term.

(b)	The Tenant shall, at its own expense, promptly comply with all laws, by-laws, government orders and with all reasonable requirements or directives of the Landlord’s insurers affecting the Premises or their use, repair or alteration.

Section 5.03 Approval of Tenant’s Alterations

(a)

No Alterations shall be made to the Premises without the Landlord’s written approval unless: (i) such alterations do not affect the structure of the Building or the mechanical, electrical, plumbing, heating, ventilation, air conditioning or other base building systems, and (ii) such alterations do not in the aggregate cost more than $10,000. The Tenant shall submit to the Landlord details of the proposed work including drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice. All such Alterations shall be performed:

(i)

at the sole cost of the Tenant;

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(ii)

by contractors and workmen approved by the Landlord;

(iii)

in a good and workmanlike manner;

(iv)

in accordance with drawings and specifications approved by the Landlord;

(v)

in accordance with all applicable legal and insurance requirements;

(vi)

subject to the reasonable regulations, supervision, control and inspection of the Landlord; and

(vii)

subject to such indemnification against liens and expenses as the Landlord reasonably requires.

The Landlord’s reasonable cost of supervising all such work (which cost shall not exceed an amount equal to $0.50 per square foot of the Rentable Area of the Premises) shall be paid by the Tenant.

(b)

If any Alterations would affect the structure of the Building or any of the electrical, plumbing, mechanical, heating, ventilating or air conditioning systems or other base building systems, such work shall at the option of the Landlord be performed by the Landlord at the Tenant’s cost. On completion of such work, the cost of the work plus a sum equal to 15% of said cost representing the Landlord’s overhead shall be paid to the Landlord. The Landlord confirms there shall be no such 15% charge with respect to such work performed pursuant to this Section 5.03(b) at or prior to the commencement of the Term.

(c)

If the Tenant installs Leasehold Improvements, or makes Alterations which depart from the Building standard and which restrict access by the Landlord to any Building system, or which restrict the installation of the leasehold improvements of any other tenant in the Building, then the Tenant shall be responsible for all costs incurred by the Landlord in obtaining access to such Building system, or in installing such other tenant’s leasehold improvements.

Section 5.04 Repair Where Tenant at Fault

Notwithstanding any other provisions of this Lease but subject to Section 6.07, if the Building is damaged or destroyed or requires repair, replacement or alteration as a result of the act or omission of the Tenant, its employees, agents, invitees, licensees, contractors or others for whom it is in law responsible, the cost of the resulting repairs, replacements or alterations plus a sum equal to 15% of such cost representing the Landlord’s overhead, shall be paid by the Tenant to the Landlord.

Section 5.05 Removal of Improvements and Fixtures

All Leasehold Improvements (other than Trade Fixtures) shall immediately upon their placement become the Landlord’s property without compensation to the Tenant. Except as otherwise agreed by the Landlord in writing, no Leasehold Improvements shall be removed from the Premises by the Tenant either during or at the expiry or sooner termination of the Term except that:

(a)	the Tenant may, during the Term, in the usual course of its business, remove its Trade Fixtures, provided that the Tenant is not in default under this lease; and

(b)

the Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, remove its Trade Fixtures from the Premises, failing which, at the option of the Landlord, the Trade Fixtures shall become the property of the Landlord and may be removed from the Premises and sold or disposed of by the Landlord in such manner as it deems advisable; and

(c)

the Tenant shall, at the expiration or earlier termination of the Term, leave the Premises in good repair, reasonable wear and tear excepted and, provided all Leasehold Improvements installed by the Tenant in the Premises have been approved by the Landlord, the Tenant shall not be required to remove Leasehold Improvements but the Tenant shall remove its Trade Fixtures and the Tenant shall repair any damage to the Premises and/or the Building caused by such removal. at its sole cost, either remove such of the Leasehold Improvements in the Premises as the Landlord shall require to be removed, and restore the Premises to the Landlord’s then current base Building standard to the extent required by the Landlord, or at the Landlord’s option, pay to the Landlord the estimated cost of such removal and restoration as determined by the Architect, acting reasonably. If the Landlord requires the Tenant to perform such work, then: (i) the Tenant shall submit detailed demolition drawings to the Landlord for its prior approval, and such work shall be completed under the supervision of the Landlord; (ii) the Tenant shall, at its expense, repair any damage caused to the Building by such removal; and (iii) if the Tenant fails to complete such work within 30 days following the expiry or earlier termination of the Term, the Tenant shall pay compensation to the Landlord for each day following such 30th day until the completion of such work, at a rate equal to the per diem Rent payable during the last month preceding the expiry or earlier termination of the Term, which sum is agreed by the parties to be a reasonable estimate of the damages suffered by the Landlord for the loss of use of the Premises.

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Section 5.06 Liens

The Tenant shall promptly pay for all materials supplied and work done in respect of the Premises so as to ensure that no lien is registered against any portion of the Lands or Building or against the Landlord’s or Tenant’s interest therein. If a lien is registered or filed, the Tenant shall discharge it at its expense forthwith, failing which the Landlord may at its option discharge the lien by paying the amount claimed to be due into court or directly to the lien claimant and the amount so paid and all expenses of the Landlord including legal fees (on a solicitor and his client basis) shall be paid by the Tenant to the Landlord.

Section 5.07 Notice by Tenant

The Tenant shall notify the Landlord of any accident, defect, damage or deficiency in any part of the Premises or the Building which comes to the attention of the Tenant, its employees or contractors notwithstanding that the Landlord may have no obligation in respect thereof.

ARTICLE VI - INSURANCE AND INDEMNITY

Section 6.01 Tenant’s Insurance

(a)	The Tenant shall maintain the following insurance throughout the Term at its sole cost:

(i)

“All Risks” (including flood and earthquake) property insurance with reasonable deductibles, naming the Landlord, the owners of the Lands and Development and the Mortgagee as insured parties, containing a waiver of any subrogation rights which the Tenant’s insurers may have against the Landlord and against those for whom the Landlord is in law responsible, and (except with respect to the Tenant’s chattels) incorporating the Mortgagee’s standard mortgage clause. Such insurance shall insure:

(1)

property of every kind owned by the Tenant or for which the Tenant is legally liable located on or in the Development including, without limitation, Leasehold Improvements, in an amount equal to not less than 90% of the full replacement cost thereof, subject to a stated amount co-insurance clause; and

(2)

extra expense insurance in such amount as will reimburse the Tenant for loss attributable to all perils referred to in this paragraph 6.01(a)(i) or resulting from prevention of access to the Premises.

(ii)

Comprehensive general liability insurance which includes the following coverages: owners protective; personal injury; occurrence property damage; and employers and blanket contractual liability. Such policies shall contain inclusive limits of not less than $5,000,000, provide for cross liability, and name the Landlord as an insured.

(iii)

Tenant’s “all risks” legal liability insurance for the replacement cost value of the Premises;

(iv)

Automobile liability insurance on a non-owned form including contractual liability, and on an owner’s form covering all licensed vehicles operated by or on behalf of the Tenant, which insurance shall have inclusive limits of not less than $1,000,000; and

(v)

Any other form of insurance which the Tenant or the Landlord, acting reasonably, or the Mortgagee requires from time to time in form, in amounts and for risks against which a prudent tenant would insure.

(b)	All policies referred to in this Section 6.01 shall:

(i)

be taken out with insurers reasonably acceptable to the Landlord;

(ii)

be in a form reasonably satisfactory to the Landlord;

(iii)

be non-contributing with, and shall apply only as primary and not as excess to any other insurance available to the Landlord;

(iv)

not be invalidated as respects the interests of the Landlord or the Mortgagee by reason of any breach of or violation of any warranty, representation, declaration or condition; and

(v)

contain an undertaking by the insurers to notify the Landlord by registered mail not less than 30 days prior to any material change, cancellation or termination.

Certificates of insurance on the Landlord’s standard form or other proof of insurance as reasonably required by the Landlord, shall be delivered to the Landlord prior to the Commencement Date and from time to time, forthwith upon request. If the Tenant fails to take out or to keep in force any insurance referred to in this Section 6.01 or should any such insurance not be approved by either the Landlord or the Mortgagee and should the Tenant not commence to diligently rectify (and thereafter proceed to diligently rectify) the situation within 48 hours after written notice by the Landlord to the Tenant (stating, if the Landlord or the Mortgagee, from time to time, does not approve of such insurance, the reasons therefor) the Landlord has the right

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without assuming any obligation in connection therewith, to effect such insurance at the sole cost of the Tenant and all outlays by the Landlord shall be paid by the Tenant to the Landlord without prejudice to any other rights or remedies of the Landlord under this lease.

Section 6.02 Increase in Insurance Premiums

The Tenant shall not keep or use in the Premises any article which may be prohibited by any fire insurance policy in force from time to time covering the Premises or the Development. If: (a) the conduct of business in, or use or manner of use of the Premises; (b) or any acts or omissions of the Tenant in the Development or any part thereof; cause or result in any increase in premiums for any insurance carried by the Landlord with respect to the Development, the Tenant shall pay any such increase in premiums.

In determining whether increased premiums are caused by or result from the use or occupancy of the Premises, a schedule issued by the organization computing the insurance rate on the Development showing the various components of such rate, shall be conclusive evidence of the items and charges which make up such rate.

Section 6.03 Cancellation of Insurance

If any insurer under any insurance policy covering any part of the Development or any occupant thereof cancels or threatens to cancel its insurance policy or reduces or threatens to reduce coverage under such policy by reason of the use of the Premises by the Tenant or by any Transferee, or by anyone permitted by the Tenant to be upon the Premises, the Tenant shall remedy such condition within 48 hours after notice thereof by the Landlord.

Section 6.04 Loss or Damage

The Landlord shall not be liable for any death or injury arising from or out of any occurrence in, upon, at, or relating to the Lands or Development or damage to property of the Tenant or of others located on the Premises or elsewhere in the Development, nor shall it be responsible for any loss of or damage to any property of the Tenant or others from any cause, whether or not any such death, injury, loss or damage results from the negligence of the Landlord, its agents, employees, contractors, or others for whom it may, in law, be responsible. Without limiting the generality of the foregoing, the Landlord shall not be liable for any injury or damage to Persons or property resulting from fire, explosion, falling plaster, falling ceiling tile, falling fixtures, steam, gas, electricity, water, rain, flood, snow or leaks from any part of the Premises or from the pipes, sprinklers, appliances, plumbing works, roof, windows or subsurface of any floor or ceiling of the Development or from the street or any other place or by dampness or by any other cause whatsoever. The Landlord shall not be liable for any such damage caused by other tenants or Persons on the Lands or in the Development or by occupants of adjacent property thereto, or the public, or caused by construction or by any private, public or quasi-public work. All property of the Tenant kept or stored on the Premises shall be so kept or stored at the risk of the Tenant only and the Tenant releases and agrees to indemnify the Landlord and save it harmless from any claims arising out of any damage to the same including, without limitation, any subrogation claims by the Tenant’s insurers.

Section 6.05 Landlord’s Insurance

The Landlord shall throughout the Term carry:

(a)

insurance on the Development (excluding the foundations and excavations) and the machinery, boilers and equipment in or servicing the Development and owned by the Landlord or the owners of the Development (excluding any property which the Tenant and other tenants are obliged to insure under Section 6.01 or similar sections of their respective leases) against damage by fire and extended perils coverage;

(b)	public liability and property damage insurance with respect to the Landlord’s operations in the Development; and

(c)	such other form or forms of insurance as the Landlord or the Mortgagee reasonably considers advisable.

Such insurance shall be in such reasonable amounts and with such reasonable deductibles as would be carried by a prudent owner of a reasonably similar building, having regard to size, age and location.

Notwithstanding the Landlord’s covenant in this Section and notwithstanding any contribution by the Tenant to the cost of the Landlord’s insurance premiums, the Tenant acknowledges and agrees that:

(i)	subject to Section 6.07, the Tenant is not relieved of any liability arising from or contributed to by its negligence or its willful act or omissions;

(ii)	no insurable interest is conferred upon the Tenant under any insurance policies carried by the Landlord; and

(iii)

the Tenant has no right to receive any proceeds of any insurance policies carried by the Landlord.

Section 6.06 Indemnification of the Landlord

Notwithstanding any other provision of this lease, the Tenant shall indemnify the Landlord and save it harmless from all loss (including loss of Net Rent and Additional Rent) claims, actions, damages, liability and expense in connection with loss of life, personal injury, damage to property or any other loss or injury

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whatsoever arising out of this lease, or any occurrence in, upon or at the Premises, or the occupancy or use by the Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of the Tenant or by anyone permitted to be on the Premises by the Tenant. If the Landlord shall, without fault on its part, be made a party to any litigation commenced by or against the Tenant, then the Tenant shall protect, indemnify and hold the Landlord harmless in connection with such litigation. The Landlord may, at its option, participate in or assume carriage of any litigation or settlement discussions relating to the foregoing, or any other matter for which the Tenant is required to indemnify the Landlord under this lease. Alternatively, the Landlord may require the Tenant to assume carriage of and responsibility for all or any part of such litigation or discussions.

Section 6.07 Release By the Landlord

Despite any other section or clause of this Lease (except the last sentence of this Section 6.07), the Tenant is not responsible for any part, in excess of $5,000,000.00, or the amount of liability insurance coverage available to the Tenant, whichever is the greater, of any loss or damage to property of the Landlord that is located in, or is part of the Development caused by any of the perils for which the Landlord is required under Section 6.05 to maintain insurance. This release applies whether or not the loss or damage arises from the negligence of the Tenant. This release does not apply, however, to damage arising from the wilful or grossly negligent acts of the Tenant.

ARTICLE VII - DAMAGE AND DESTRUCTION

Section 7.01 No Abatement

If the Premises or Building are damaged or destroyed in whole or in part by fire or any other occurrence, this lease shall continue in full force and effect and there shall be no abatement of Rent except as provided in this Article VII.

Section 7.02 Damage to Premises

If the Premises are at any time destroyed or damaged as a result of fire or any other casualty required to be insured against by the Landlord under this lease or otherwise insured against by the Landlord and not caused ~~or contributed~~ to by the Tenant, then the following provisions shall apply:

(a)

if the Premises are rendered untenantable only in part, the Landlord shall diligently repair the Premises to the extent only of its obligations under Section 5.01 and Net Rent shall abate proportionately to the portion of the Premises rendered untenantable from the date of destruction or damage until the Landlord’s repairs have been completed;

(b)	if the Premises are rendered wholly untenantable, the Landlord shall diligently repair the Premises to the extent only of its obligations pursuant to Section 5.01 and Net Rent shall abate entirely from the date of destruction or damage until the Landlord’s repairs have been completed;

(c)	if the Premises are not rendered untenantable in whole or in part, the Landlord shall diligently perform such repairs to the Premises to the extent only of its obligations under Section 5.01, but in such circumstances Net Rent shall not terminate or abate;

(d)

upon being notified by the Landlord that the Landlord’s repairs have been substantially completed, the Tenant shall diligently perform all repairs to the Premises which are the Tenant’s responsibility under Section 5.02, and all other work required to fully restore the Premises for use in the Tenant’s business, in every case at the Tenant’s cost and without any contribution to such cost by the Landlord, whether or not the Landlord has at any time made any contribution to the cost of supply, installation or construction of Leasehold Improvements in the Premises;

(e)

nothing in this Section shall require the Landlord to rebuild the Premises in the condition which existed before any such damage or destruction so long as the Premises as rebuilt will have reasonably similar facilities to those in the Premises prior to such damage or destruction, having regard, however, to the age of the Building at such time; and

(f)

nothing in this Section shall require the Landlord to undertake any repairs having a cost in excess of the insurance proceeds actually received by the Landlord with respect to such damage or destruction or which it would have received had the Landlord complied with its obligations pursuant to this Lease).

Section 7.03 Right of Termination

Notwithstanding Section 7.02, if the damage or destruction which has occurred in the Premises, is restricted to the Premises, and in the reasonable opinion of the ~~Landlord~~ Architect the Premises cannot be rebuilt or made fit for the purposes of the Tenant within 90 180 days of the happening of the damage or destruction, ~~the~~ either the Landlord or the Tenant may, at its option, terminate this lease on notice to the other ~~Tenant~~ given within 30 days after the rendering of the Architect’s opinion as aforesaid . If such notice of termination is given, Rent shall be apportioned and paid to the date of such damage or destruction and the Tenant, within 30 days after receipt of such notice of termination, deliver vacant possession of the Premises in accordance with the terms of this lease.

Section 7.04 Destruction of Building or the Development

(a)	Notwithstanding anything contained in this lease (including, without limitation, Section 7.03), of 50% or more of the Total Rentable Area of the Building is damaged or destroyed by any cause

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whatsoever (irrespective of whether the Premises are damaged or destroyed) and if, in the opinion of the Landlord reasonably arrived at, the Total Rentable Area of the Building, so damaged or destroyed cannot be rebuilt or made fit for the purposes of the respective tenants of such space within 180 days of the happening of the damage or destruction; then and so often as any of such events occur, the Landlord may at its option (to be exercised by written notice to the Tenant within 60 days following any such occurrence), elect to terminate this lease. In the case of such election, the Term and the tenancy hereby created shall expire upon the 30th day after such notice is given, without indemnity or penalty payable by, or any other recourse against the Landlord, and the Tenant shall, within such 30 day period, vacate the Premises and surrender them to the Landlord with the Landlord having the right to re-enter and repossess the Premises discharged of this lease and to expel all Persons and remove all property therefrom. Net Rent and Additional Rent shall be due and payable without reduction or abatement subsequent to the destruction or damage and until the date of termination, unless the Premises shall have been destroyed or damaged as well, in which event Section 7.02 shall apply.

(b)

If the Landlord is entitled to, but does not elect to terminate this lease under Section 7.04(a), the Landlord shall, following such damage or destruction, diligently repair if necessary that part of the Building damaged or destroyed, but only to the extent of the Landlord’s obligations under the terms of the various leases for premises in the Building and exclusive of any tenant’s responsibilities with respect to such repair. If the Landlord elects to repair the Building, the Landlord may do so in accordance with plans and specifications other than those used in the original construction of the Building.

Section 7.05 Architect’s Certificate

The certificate of the Architect shall bind the parties as to:

(a)	the percentage of the Total Rentable Area of the Building damaged or destroyed;

(b)	whether or not the Premises are rendered untenantable and the percentage of the Premises rendered untenantable;

(c)	the date upon which either the Landlord’s or Tenant’s work of reconstruction or repair is completed or substantially completed and the date when the Premises are rendered tenantable; and

(d)	the state of completion of any work of the Landlord or the Tenant.

ARTICLE VIII - ASSIGNMENT, SUBLETTING AND TRANSFERS

Section 8.01 Assignments, Subleases and Transfers

The Tenant shall not enter into, consent to, or permit any Transfer without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld but shall be subject to the Landlord’s rights under Section 8.02. Notwithstanding any statutory provision to the contrary, it shall not be considered unreasonable for the Landlord to take into account the following factors in deciding whether to grant or withhold its consent:

(a)	whether such Transfer is in violation or in breach of any covenants or restrictions made or granted by the Landlord to other tenants or occupants or prospective tenants or occupants of the Building;

(b)	whether in the Landlord’s opinion, the financial background, business history and capability of the proposed Transferee is satisfactory; and

(c)	if the Transfer is to an existing tenant of the Landlord.

Consent by the Landlord to any Transfer if granted shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. This prohibition against Transfer shall include a prohibition against any Transfer by operation of law and no Transfer shall take place by reason of the failure of the Landlord to give notice to the Tenant within 30 days as required by Section 8.02.

Section 8.01A Related Corporation

However, notwithstanding anything to the contrary contained in Section 8.01, so long as the Tenant is LEARNING TREE INTERNATIONAL INC. and is itself in occupation of the whole of the Premises, and has not failed or neglected to remedy or commenced to remedy any default or breach of its obligations as set out in this Lease after notice and within the times as set forth in this Lease, the Tenant shall have the right without the consent of the Landlord, but upon prior written notice to the Landlord, to assign this Lease or sublet the whole of the Premises to: (i) a corporate entity resulting from a merger or consolidation with the Tenant; (ii) a corporation which is an affiliate or Subsidiary body corporate of LEARNING TREE INTERNATIONAL INC. (within the meaning of the Canada Business Corporations Act) (collectively, “Permitted Assignee”), but only so long as:

(A)

such affiliate or Subsidiary body corporate remains an affiliate or Subsidiary body corporate (as the case may be) of LEARNING TREE INTERNATIONAL INC.;

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(B)

such assignee or sublessee shall be bound by the permitted use set out in Section 1.04 of this Lease; and

(C)

The Tenant shall remain liable under this Lease and shall not be released from performing any of the terms of this Lease.

In the event of any further proposed Transfer, except for a subsequent Transfer back to Learning Tree International Inc., the terms of this Lease shall prevail as if this Section 8.01A had not formed part of this Lease.

Section 8.02 Landlord’s Right to Terminate

If the Tenant intends to effect a Transfer, the Tenant shall give prior notice to the Landlord of such intent specifying the identity of the Transferee, the type of Transfer contemplated, the portion of the Premises affected thereby, and the financial and other terms of the Transfer, and shall provide such financial, business or other information relating to the proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the proposed Transfer. The Landlord shall, within 14 days after having received such notice and all requested information, notify the Tenant in writing either that:

(a)	it consents or does not consent to the Transfer in accordance with the provisions and qualifications of this Article VIII; or

(b)	it elects to cancel this lease as to the whole or part, as the case may be, of the Premises affected by the proposed Transfer, in preference to giving such consent.

If the Landlord elects to terminate this lease it shall stipulate in its notice the termination date of this lease, which date shall be no less than 30 days nor more than 90 days following the giving of such notice of termination. Failure by the Landlord to deliver such notice to the Tenant of the Landlord’s election to terminate this Lease shall be deemed to be a waiver by the Landlord of its right to terminate this Lease. If the Landlord elects to terminate this lease, the Tenant shall notify the Landlord within 10 days thereafter of the Tenant’s intention either to refrain from such Transfer or to accept termination of this lease or the portion thereof in respect of which the Landlord has exercised its rights. If the Tenant fails to deliver such notice within such 10 days or notifies the Landlord that it accepts the Landlord’s termination, this lease will as to the whole or affected part of the Premises, as the case may be, be terminated on the date of termination stipulated by the Landlord in its notice of termination. If the Tenant notifies the Landlord within 10 days that it intends to refrain from such Transfer, then the Landlord’s election to terminate this lease shall become void.

Section 8.03 Conditions of Transfer

(a)

If there is a permitted Transfer, the Landlord may collect rent from the Transferee and apply the net amount collected to the Rent payable under this lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant’s covenants or any acceptance of the Transferee as tenant or a release from the Tenant from the further performance by the Tenant of its obligations under this lease. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing that the Transferee will be bound by all of the terms of this lease and, except in the case of a sublease, that the Transferee will be so bound as if it had originally executed this lease as tenant; and

(b)	Notwithstanding any Transfer permitted or consented to by the Landlord, the Tenant shall remain liable under this lease and shall not be released from performing any of the terms of this lease.

(c)	The Landlord’s consent to any Transfer shall be subject to the condition that:

(i)

the net and additional rent payable by the Transferee shall not be less than the current rental rate charged by the Landlord for similar premises in the building as at the effective date of the Transfer, and

(ii)

if the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent payable under this Lease: (a) the Tenant shall deduct from such excess (the “Excess”) the Tenant’s out-of-pocket costs (the “Costs”) associated with such Transfer, including brokerage fees, legal fees, financial inducements paid by the Tenant to the Transferee and the Tenant’s cost of constructing Leasehold Improvements on behalf of the Transferee; and (b) fifty percent (50%) of the difference between the Excess and the Costs ~~the amount of such excess~~ shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms.

(d)

Notwithstanding the effective date of any permitted Transfer as between the Tenant and the Transferee, all Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Rent for such month from either the Tenant or Transferee.

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(e)	Any document evidencing any Transfer permitted by the Landlord, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors and all associated legal costs shall be paid by the Tenant.

Section 8.04 Change of Control

If the Tenant is at any time a corporation or partnership, any actual or proposed Change of Control in such corporation or partnership shall be deemed to be a Transfer and subject to all of the provisions of this Article VIII. The Tenant shall make available to the Landlord or its representatives the Tenant’s shareholder ledger for inspection at all reasonable times, in order to ascertain whether any Change of Control has occurred.

Section 8.05 No Advertising

The Tenant shall not advertise that the whole or any part of the Premises are available for a Transfer and shall not permit any broker or other Person to do so unless the text and format of such advertisement is approved in writing by the Landlord. No such advertisement shall contain any reference to the rental rate of the Premises.

Section 8.06 Assignment By Landlord

The Landlord shall have the unrestricted right to sell, lease, convey or otherwise dispose of all or any part of the Building or Lands or this lease or any interest of the Landlord in this lease. To the extent that the purchaser or assignee from the Landlord assumes the obligations of the Landlord under this lease, the Landlord shall thereupon and without further agreement be released from all liability under this lease.

ARTICLE IX – DEFAULT

Section 9.01 Default and Remedies

If and whenever an Event of Default occurs, then without prejudice to any other rights which it has pursuant to this lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative:

(a)	to terminate this lease by notice to the Tenant;

(b)

to enter the Premises as agent of the Tenant and to relet the Premises for whatever term, and on such terms as the Landlord in its discretion may determine and to receive the rent therefor and as agent of the Tenant to take possession of any property of the Tenant on the Premises, to store such property at the expense and risk of the Tenant or to sell or otherwise dispose of such property in such manner as the Landlord may see fit without notice to the Tenant; to make alterations to the Premises to facilitate their reletting; and to apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Landlord with respect to any such reletting or sale; second, to the payment of any indebtedness of the Tenant to the Landlord other than rent; and third, to the payment of Rent in arrears; with the residue to be held by the Landlord and applied in payment of future Rent as it becomes due and payable. The Tenant shall remain liable for any deficiency to the Landlord;

(c)

to remedy or attempt to remedy any default of the Tenant under this lease for the account of the Tenant and to enter upon the Premises for such purposes. No notice of the Landlord’s intention to perform such covenants need be given the Tenant unless expressly required by this lease. The Landlord shall not be liable to the Tenant for any loss, injury or damage caused by acts of the Landlord in remedying or attempting to remedy such default and the Tenant shall pay to the Landlord all expenses incurred by the Landlord in connection with remedying or attempting to remedy such default;

(d)

to recover from the Tenant all damages, and expenses incurred by the Landlord as a result of any breach by the Tenant including, if the Landlord terminates this lease, any deficiency between those amounts which would have been payable by the Tenant for the portion of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Premises; and

(e)	to recover from the Tenant the full amount of the current month’s Rent together with the next 3 months’ instalments of Rent, all of which shall accrue on a day-to-day basis and shall immediately become due and payable as accelerated rent.

(f)

if this lease has been terminated in accordance with Section 9.01(a), to recover from the Tenant the unamortized portion of any leasehold improvement allowance or inducement paid by the Landlord under the terms of this lease calculated from the date which is the later of the date of payment by the Landlord or the Commencement Date and reducing on a straight line basis to zero over the initial Term .

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Section 9.02 Distress

Notwithstanding any provision of this lease or any provision of applicable legislation, none of the goods and chattels of the Tenant on the Premises at any time during the Term shall be exempt from levy by distress for Rent in arrears, and the Tenant waives any such exemption. If the Landlord makes any claim against the goods and chattels of the Tenant by way of distress, this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to levy such distress.

Section 9.03 Costs

The Tenant shall pay to the Landlord all damages and costs (including, without limitation, all legal fees on a solicitor and his client basis) incurred by the Landlord in enforcing the terms of this lease, or with respect to any matter or thing which is the obligation of the Tenant under this lease, or in respect of which the Tenant has agreed to insure, or to indemnify the Landlord.

Section 9.04 Allocation of Payments

The Landlord may at its option apply sums received from the Tenant against any amounts due and payable by the Tenant under this lease in such manner as the Landlord sees fit.

Section 9.05 Survival of Obligations

If the Tenant has failed to fulfil its obligations under this lease with respect to the maintenance, repair and alteration of the Premises and removal of improvements and fixtures from the Premises during or at the end of the Term, such obligations and the Landlord’s rights in respect thereto shall remain in full force and effect notwithstanding the expiration or sooner termination of the Term.

ARTICLE X - STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

Section 10.01 Status Statement

Within 10 days after written request by the Landlord, the Tenant shall deliver in a form supplied by the Landlord a statement or estoppel certificate to the Landlord as to the status of this lease, including as to whether this lease is unmodified and in full force and effect (or, if there have been modifications that this lease is in full force and effect as modified and identifying the modification agreements); the amount of Net Rent and Additional Rent then being paid and the dates to which same have been paid; whether or not there is any existing or alleged default by either party with respect to which a notice of default has been served and if there is any such default, specifying the nature and extent thereof; and any other matters pertaining to this lease as to which the Landlord shall request such statement or certificate.

Section 10.02 Subordination

This lease and all rights of the Tenant shall be subject and subordinate to any and all Mortgages and any ground, operating, overriding or underlying leases, from time to time in existence against the Lands and Building. On request, the Tenant shall subordinate this lease and its rights under this lease to any and all such Mortgages and leases and to all advances made under such Mortgages. The form of such subordination shall be as required by the Landlord or any Mortgagee or the lessee under any such lease. On written request of the Tenant, the Landlord shall use its reasonable best efforts to obtain a non-disturbance agreement in favour of the Tenant from any Mortgagee and/or holders of underlying leases and the Tenant shall be responsible for all reasonable costs and charges incurred by the Landlord in connection therewith.

Section 10.03 Attornment

The Tenant shall promptly, on request, attorn to any Mortgagee, or to the owners of the Building and Lands, or the lessor under any ground, operating, overriding, underlying or similar lease of all or substantially all of the Building made by the Landlord or otherwise affecting the Building and Lands, or the purchaser on any foreclosure or sale proceedings taken under any Mortgage, and shall recognize such Mortgagee owner, lessor or purchaser as the Landlord under this lease.

Section 10.04 Execution of Documents – Intentionally deleted

ARTICLE XI - GENERAL PROVISIONS

Section 11.01 Rules and Regulations

The Tenant shall comply with all Rules and Regulations, and amendments thereto, adopted by the Landlord from time to time including those set out in Schedule “D”. Such Rules and Regulations may differentiate between different types of businesses in the Building, and the Landlord shall have no obligation to enforce any Rule or Regulation or the provisions of any other lease against any other tenant, and the Landlord shall have no liability to the Tenant with respect thereto.

Section 11.02 Delay

Except as expressly provided in this lease, whenever the Landlord or Tenant is delayed in the fulfilment of any obligation under this lease (other than the payment of Rent and surrender of the Premises on termination) by an unavoidable occurrence which is not the fault of the party delayed in performing such obligation, then the time for fulfilment of such obligation shall be extended during the period in which such circumstances operate to delay the fulfilment of such obligation.

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Section 11.03 Overholding

If the Tenant remains in possession of the Premises after the end of the Term with the consent of the Landlord but without having executed and delivered a new lease or an agreement extending the Term, there shall be no tacit renewal of this lease, and the Tenant shall be deemed to be occupying the Premises as a Tenant from month to month at a monthly Net Rent payable in advance on the first day of each month equal to one and a half times the monthly amount of Net Rent payable during the last month of the Term, and otherwise upon the same terms as are set forth in this lease, so far as these are applicable to a monthly tenancy.

Section 11.04 Waiver

If either the Landlord or Tenant excuses or condones any default by the other of any obligation under this lease, no waiver of such obligation shall be implied in respect of any continuing or subsequent default.

Section 11.05 Registration

~~Neither the Tenant nor anyone claiming under the Tenant shall register this lease or any Transfer without the prior written consent of the Landlord~~ . If the Tenant or any permitted Transferee wishes to register a document for the purposes of giving notice of this lease or a Transfer, then the Landlord shall, at the request and expense of the Tenant, execute a notice, caveat or short form of lease for the purposes of registration in such form as approved by the Landlord and without disclosure of any terms which the Landlord does not desire to have disclosed. If the Lands comprise more than one parcel of land, the Landlord may direct the Tenant or Transferee as to the parcel or parcels against which registration may be effected.

Section 11.06 Notices

Any notice, consent or other instrument which may be or is required to be given under this lease shall be in writing and shall be delivered in person or sent by registered mail postage prepaid, addressed: (a) if to the Landlord: c/o The Cadillac Fairview Corporation Limited, 20 Queen Street West, 5th Floor, Toronto, Ontario, M5H 3R4, Attention: Executive Vice President, Property Management, with a copy to the Building Manager, and (b) if to the Tenant, at the Premises, with a copy to Learning Tree International Inc., 160 Elgin Street, 23 ^rd Floor, Ottawa, Ontario K2P 2N8 Attention: Comptroller. Any such notice or other instrument shall be deemed to have been given and received on the day upon which personal delivery is made or, if mailed, then 48 hours following the date of mailing. Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is deemed to be the address of such party for the giving of notices. If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person.

Section 11.07 Successors

The rights and liabilities created by this lease extend to and bind the successors and assigns of the Landlord and the heirs, executors, administrators and permitted successors and assigns of the Tenant. No rights, however, shall enure to the benefit of any Transferee unless the provisions of Article VIII are complied with.

Section 11.08 Joint and Several Liability

If there is at any time more than one Tenant or more than one Person constituting the Tenant, their covenants shall be considered to be joint and several and shall apply to each and every one of them. If the Tenant is or becomes a partnership, each Person who is a member, or shall become a member, of such partnership or its successors shall be and continue to be jointly and severally liable for the performance of all covenants of the Tenant pursuant to this lease, whether or not such Person ceases to be a member of such partnership or its successor.

Section 11.09 Captions and Section Numbers

The captions, section numbers, article numbers and table of contents appearing in this lease are inserted only as a matter of convenience and in no way affect the substance of this lease.

Section 11.10 Extended Meanings

The words “hereof”, “hereto” and “hereunder” and similar expressions used in this lease relate to the whole of this lease and not only to the provisions in which such expressions appear. This lease shall be read with all changes in number and gender as may be appropriate or required by the context. Any reference to the Tenant includes, where the context allows, the employees, agents, invitees and licensees of the Tenant and all others over whom the Tenant might reasonably be expected to exercise control.

Section 11.11 Partial Invalidity

All of the provisions of this lease are to be construed as covenants even though not expressed as such. If any such provision is held or rendered illegal or unenforceable it shall be considered separate and severable from this lease and the remaining provisions of this lease shall remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this lease.

Section 11.12 Entire Agreement

This lease and the Schedules and riders, if any, attached hereto, and the Landlord’s leasehold improvement manual, set forth the entire agreement between the Landlord and Tenant concerning the

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Premises and there are no agreements or understandings between them other than as are herein set forth. Subject to Section 11.01, this lease and its Schedules and riders may not be modified except by agreement in writing executed by the Landlord and Tenant.

Section 11.13 Governing Law

This lease shall be construed in accordance with and governed by the laws of the Province of Ontario.

Section 11.14 Time of the Essence

Time is of the essence of this lease.

Section 11.15 Head Lease

The Tenant acknowledges that the Landlord is a lessee of all or part of the Lands under a ground lease registered in the Land Registry Office for the Land Titles Division of Metropolitan Toronto (NO. 66). The Landlord represents and warrants that it has full authority, for the Term of this Lease, to enter into this Lease.

Section 11.16 Quiet Enjoyment

If the Tenant pays Rent, fully performs all of its obligations under this lease, and there has been no Event of Default, the Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without interruption or interference by the Landlord or any Person claiming through the Landlord.

Section 11.17 Rent Free Period

Notwithstanding the provisions of Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06 and 2.08 and provided this Lease has been executed in a form acceptable to the Landlord, and the Tenant is in possession of and conducting its business in the Premises, the Tenant shall have a one-time rent free period (the “Rent Free Period”) of 61 days from and including the Commencement Date. During the Rent Free Period, the Tenant shall not be obligated to pay Net Rent or Tenant’s Proportionate Share of Taxes and Operating Costs. However, the Tenant shall be responsible for the payment of all other Additional Rent payable under the terms of this Lease, including but not limited to: insurance, utilities and the cost of operating the climate control equipment outside of Normal Business Hours pursuant to Section 3.01 hereof.

Section 11.18 Space Planning

The Landlord acknowledges that the Tenant has engaged a space planner to complete a preliminary space plan of the Premises (plus one revision. The Landlord shall pay to the space planner the cost of such preliminary space plan (and one revision) to a maximum amount of Seven Cents ($0.07) per square foot of the Rentable Area of the Premises.

Section 11.19 Landlord’s Work

The Landlord shall provide, build or install the following base Building standard items in the Premises (and the Landlord shall use reasonable efforts to substantially complete such work by May 31, 2000), at its sole cost and expense:

(a)

existing floor to be made good and smooth, ready to accept Tenant’s new carpet or floor coverings;

(b)

replace or repair all damaged, disfigured or discolored ceiling tiles or T-bars such that they are “like new”. Minimum ceiling height requirement is 8’-6”;

(c)

prime painted perimeter drywall walls and columns ready for Tenant finishes. Demising walls or columns to be taped, sanded and ready for Tenant finishes. Any Tenant demising partitions shall be constructed as required by the Ontario Building Code;

(d)

Building standard lighting throughout the Premises. Such lighting shall include relocatable overhead lay-in light fixtures with acrylic lenses, in base Building layout. All lenses are to be cleaned and free of dust and debris;

(e)

base Building sprinkler distribution located within the ceiling plenum to provide sufficient coverage for an open floor plan. All additional sprinklers shall be at Tenant’s cost;

(f)

climate control system of sufficient capacity for general office use during the hours specified in Section 3.01(a). All climate control equipment will be in accordance with base Building standards;

(g)

Floor electrical panels (i.e. approximately 168 circuits) and power source (i.e. 2 X 45KVA transformers) to be supplied to the Tenant as is;

(h)

telephone cabling provided in the Landlord’s telephone room in the core of the Building;

(i)

men’s and women’s washrooms which are adequate for office use with finishes upgraded to the Landlord’s new Building standard finishes. Any additional washrooms required by Ontario Building Code to meet the Tenant’s needs are to be supplied by the Tenant at the Tenant’s expense;

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(j)

basic venetian blinds on all typical floor windows to be cleaned and reconditioned to Building standard;

(k)

card access system for the lobby entrance of the Building. Tenant shall have the opportunity, at the Tenant’s cost, to connect Tenant’s security system with Building security for monitoring and card access. Such work shall be performed at Tenant’s cost by a contractor approved by the Landlord;

(l)

entrance doors to Premises shall be full height Building standard entrance doors or an equivalent credit including locking hardware or an equivalent credit to be applied to the first Rents due under this Lease. Should any assembly use require panic hardware on stairwell doors, the Landlord agrees to provide and install same at the Tenant’s cost;

(m)

Tenant shall be permitted to use a portion of the mechanical floor (approximately 100 square feet) for installing a dedicated ventilation air handling unit with a dedicated duct located within a return air shaft delivering this ventilated air to the Premises, all at the Tenant’s cost. Maintenance of said unit shall be at the Tenant’s cost;

(n)

The Tenant’s requirement for condenser water is approximately 50 USGPM at 10 degrees Fahrenheit temperature differential. If the base Building condenser water system needs to be upgraded to achieve the Tenant’s requirements, the Tenant will be required to pay its fair share of the cost of such upgrade, such amount not to exceed $30,000.

Section 11.20 Tenant’s Work

The Tenant shall, at its sole expense, in accordance with the tenant leasehold improvement manual provided by the Landlord, perform all the work and provide all the necessary material and equipment to fit up the Premises with such Leasehold Improvements to render the Premises complete and to permit the Tenant to occupy the Premises. The Tenant shall pay to the Landlord on the Commencement Date a supervision fee equal to $0.50 per square foot of the Rentable Area of the Premises and an administration fee for any subsequent work done by or on behalf of the Tenant during the Term. A list of pre-approved contractors and professionals is to be supplied by the Landlord.

The Tenant shall obtain the Landlord’s approval in writing of its plans and specifications, which approval shall not be unreasonably withheld, before commencing the Tenant’s Work.

Section 11.21 Option to Extend Term

Provided that:

1.	the Tenant is not then in default under the terms of this Lease and has not been habitually late in the payment of Rent;

2.	the Tenant has given written notice (the “Notice”) to the Landlord no more than twelve (12) months and no less than nine (9) months prior to the expiration of the initial Term of its intention to exercise the within option to extend; and

3.	so long as the Tenant is LEARNING TREE INTERNATIONAL INC., or a Permitted Assignee (as defined in Section 8.01A) and is itself in possession of and conducting its business in the whole of the Premises in accordance with the terms of this Lease, then

the Landlord will grant to the Tenant (or a Permitted Assignee) the right to extend the Term of the Lease for the Premises (as they exist at the time the Notice is delivered to the Landlord) on an “as is” basis for a further period of Five (5) years (the “Extension of Term”) commencing upon the expiration of the initial Term, and such Extension of Term shall be upon the same terms and conditions as during the Term, save and except: (a) there shall be no further right to extend the Term, (b) there will be no inducement or leasehold improvement allowance payable to the Tenant, (c) there will be no rent free period, and (d) the rental rate will be fair market net rental for similar premises in a similar building in the surrounding area (taking into account all economic inducements) at the time of the exercise by the Tenant of the within option to extend (the “Extension Rent”).

If the Landlord and Tenant are unable to agree on the Extension Rent ninety (90) days prior the expiry of the Term, the matter shall be submitted to binding arbitration, whereupon each party shall at once appoint an arbitrator and such appointees shall appoint a third. The decision of any two of the arbitrators so appointed as to the Extension Rent shall be final and binding upon the parties hereto, who covenant that their dispute shall be so decided by arbitration alone within sixty (60) days and not by recourse to any court or action of law. In rendering this decision the arbitrators shall have regard to the guidelines for establishing Extension Rent set out above. The aforesaid arbitration shall be carried out pursuant to the provisions of the Arbitrations Act, R.S.O. 1990, c.A.24, as amended or replaced.

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The parties shall enter into an extension agreement in order to give effect to the Extension of Term and the revised rental but the Tenant shall be deemed to have exercised the option to extend on the terms referred to above whether or not such lease extension agreement is executed.

In the event the Term of Lease is extended pursuant to this clause, the Tenant covenants and agrees that there shall be no further right to extend the Term. If the Tenant fails to give the appropriate notice within the time limit set out herein for extending the Term then this option to extend shall be null and void and of no further force or effect. If the Tenant gives such appropriate notice within the time limit set out herein for extending the Term it will forthwith execute the documentation submitted by the Landlord as hereinbefore set out.

Section 11.22 Expansion Option

Provided the Tenant is not in default, the Landlord hereby grants to the Tenant the option to lease in an “as is” condition any vacant premises adjoining the Premises, either on the 10 ^th floor or the floors immediately above or below the 10 ^th floor (collectively, the “Expansion Space”) at any time(s) during the Term or any extension or renewal thereof. If and when the Expansion Space, or a part thereof, becomes vacant or the Landlord becomes aware that the Expansion Space, or a part thereof, will become available for lease, the Landlord shall deliver to the Tenant written notice setting out that the Expansion Space is vacant, or if the Expansion Space is not then vacant, the date the Expansion Space will become vacant and whether all or part of the Expansion Space is available for lease by the Tenant, provided that the Landlord shall not give notice hereunder earlier than 45 days 6 months prior to the date the Expansion Space or any part thereof is to become vacant. If the Tenant elects to lease the Expansion Space which is the subject of the Landlord’s notice, the Tenant shall deliver written notice to the Landlord of its intention to do so within five (5) fourteen (14) days of receipt of the Landlord’s notice. The parties hereto shall enter into a lease amending agreement on the same terms as this Lease, and coterminous with this Lease, except that:

(a)

the term for the Expansion Space shall commence on the later of: (i) 30 days after the date of the Tenant’s notice; or (ii) the date the Expansion Space became vacant or will become vacant as set out in the above-mentioned notice from the Landlord; and

(b)

the Landlord will provide the Expansion Space in base Building condition and there will be no additional Landlord’s Work or Rent free period, and the net rent will be in accordance with the Landlord’s rental schedule for office space in the Building as of the commencement date for the Expansion Space, which shall be equal to the fair market rent for similar space for similar buildings located in the vicinity of the Building.

It is understood and agreed that any renewal or extension of any existing tenant in the Expansion Space, whether by option or otherwise, will not trigger this expansion option.

The Tenant shall not have the right to assign this expansion option pursuant to this Section 11.22 except in conjunction with a permitted assignment of all of its rights under the Lease.

Section 11.23 Parking

The Landlord agrees to make available to the Tenant during the Term, ten (10) unreserved parking spaces in the Dundas Parkade in the Development. The Tenant shall pay parking fees to the Landlord (or to the parking operator if the Landlord so directs) throughout the Term at the prevailing rates being charged for parking permits in the parking facility, from time to time. The current rate is $210.00 per permit per month. Each such payment shall be made in advance on the first day of each month throughout the Term. The use of each parking permit by the Tenant is subject to the following:

(a)

the parking permits are for the use of Ten (10) vehicles, with 1 vehicle designated by the Tenant for each permit and accordingly the Tenant will be issued with Ten (10) parking permits by the Landlord or the parking operator;

(b)

the Landlord reserves the right to make such Rules and Regulations with respect to the use of the parking facility provided for the Building as the Landlord deems advisable from time to time;

(c)

the use by the Tenant of the parking facility is subject to the exclusive control of the Landlord;

(d)

the Tenant shall use the parking facility at its sole risk; and

(e)

the Tenant shall give one calendar month prior written notice if it requires an increase or decrease in the number of parking permits at any given time (subject to the maximum number of parking spaces set out above), and permits must be used from the first day of a calendar month to the last day of a calendar month; and

(f)

use of the parking facility after Normal Business Hours shall be on a first come, first served basis.

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Section 11.24 Right of First Refusal

Provided that:

(a)

the Tenant is not then and has not been in default under this Lease; and

(b)

the Tenant is LEARNING TREE INTERNATIONAL INC. and is itself in possession of the whole of the Premises, then

the Tenant shall have an ongoing right of first refusal to lease the portion of the 10th floor of the Building shown crosshatched in intersecting lines on Schedule “B” (the “First Refusal Premises”), comprising approximately 2,500 square feet of Rentable Area on the terms hereinafter set forth:

(i)

Any First Refusal Premises offered on each occasion to the Tenant under this right of first refusal are to be dealt with as a whole.

(ii)

The Landlord shall, upon receipt of any bona fide offer to lease (the “Offer”) from any third party of any part of the First Refusal Premises, which the Landlord is prepared to accept, deliver to the Tenant written notice (the “First Refusal Notice”) containing the terms and conditions of the Offer. The Tenant acknowledges that this right of first refusal will not be triggered by a request by any tenant in any part of the First Refusal Premises for the Landlord’s consent to an assignment, subletting or other parting with possession or with respect to a renewal or extension of the lease by an existing tenant or its assignee. The Tenant shall have the right, within three (3) business days of its receipt of the First Refusal Notice from the Landlord, to elect, by written notice to the Landlord within such three (3) business day period, to lease the First Refusal Premises. If the Tenant exercises such option, the Landlord shall lease to the Tenant such First Refusal Premises on the same terms and conditions as contained in this Lease and coterminous with the Lease, except that the Tenant shall accept the First Refusal Premises in base Building condition without any additional Landlord’s Work or Rent free period, and the Net Rent with respect to the First Refusal Premises shall be in accordance with the Landlord’s rental schedule for the Building as of the date of the First Refusal Notice, which shall be fair market rent for similar space in similar buildings in the vicinity of the Building. If the Tenant does not so elect within such time, the Landlord shall be free to accept the Offer and if such Offer is not accepted, the Tenant shall have a further right of first refusal (on the terms set out herein) in connection with any subsequent offer to lease.

(iii)

If the Tenant exercises the foregoing right of first refusal, the First Refusal Premises shall become part of the Premises and Rent shall commence and accrue with respect to such First Refusal Premises on the possession date set out in the Offer.

Section 11.25 Restrictive Covenant

So long as the Tenant is LEARNING TREE INTERNATIONAL INC. or a Permitted Transferee and is itself in occupation of and carrying on business in the whole of the Premises, the Tenant expressly acknowledging and agreeing that this Section 11.25 is personal to the Tenant or the Permitted Transferee, then during the Term of this Lease, and any renewal or extension thereof, the Landlord will not lease or permit to be occupied any other office premises on the 2nd to and including 14th floors of the Building for the purpose of a computer training facility operated by PPI, Learnix/TMI, Learnquest/Executrain, PBSC, GP Learning, CDI Corporate Education Services or GeoTrain/Global Knowledge Network.

It is further understood that the Landlord is not obligated to enforce the aforementioned covenant against any Person if by so doing it shall be in breach of any laws, rules or regulations from time to time in force, and no provision of this Lease is intended to apply or to be enforceable to the extent that it would give rise to any offence under the Competition Act (Canada), or any statute that may be substituted therefor, as from time to time amended. Provided further that as the aforementioned covenant has been granted only at the Tenant’s request, the Tenant shall indemnify and hold the Landlord harmless from any loss, injury or damage suffered by the Landlord as a result of breaching any such legislation as aforesaid, including all expenses incurred in connection with any claims, actions or proceedings brought with respect thereto, whether of a criminal or civil nature, and will reimburse the Landlord for any and all costs or expenses incurred in connection with any enforcement of this covenant by the Landlord, including legal fees on a solicitor and his client basis.

IN WITNESS WHEREOF the Landlord and Tenant have signed this lease under seal.


		T.E.C. LEASEHOLDS LIMITED
		(Landlord)

Per:		/s/ Ellen Williamson
		Authorized Signature

Per:		/s/ Tony Grossi
		Authorized Signature


		LEARNING TREE INTERNATIONAL INC.
		(Tenant)

Per:		/s/ David Booker
		Authorized Signature

Per:		/s/ Scott G. Elliott
		Authorized Signature

		I/We have authority to bind the corporation

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SCHEDULE “A” - LEGAL DESCRIPTION OF LANDS

FREEHOLD PARCEL

The whole of Parcel 1-14 in the Register for Section A-2-A, comprising Units 4 and 5 according to Plan D-282.

SCHEDULE “C” - DEFINITIONS

In this lease and in the Schedules to this lease:

1.	“Additional Rent” means all sums of money required to be paid by the Tenant under this lease (except Net Rent) whether or not the same are designated “Additional Rent” or are payable to the Landlord or otherwise.

2.	“Alterations” means all repairs, replacements, improvements or alterations to the Premises by the Tenant.

3.	“Architect” means the architect from time to time named by the Landlord.

“Building” means the multi-storey building known municipally as 1 Dundas Street West, Toronto, Ontario from and including the ground floor of such Building to and including the roof thereof and including all premises rented or intended to be rented therein, whether for office, retail, cafeteria, banking or other purposes, but excluding the ground floor premises rented or intended for renting for retail and/or banking purposes; and facilities serving the Building or having utility in connection therewith, as determined by the Landlord, whether or not located directly under the Building, which areas and facilities may include, without limitation, internal malls, sidewalks and plazas, exhibit areas, storage and mechanical areas, janitor rooms, mail rooms, telephone, mechanical and electrical rooms, stairways, escalators, elevators, truck and receiving areas, driveways, parking facilities, loading docks and corridors.

“Business Tax” means all taxes (whether imposed on the Landlord or Tenant) attributable to the personal property, trade fixtures, business, income, occupancy or sales of the Tenant or any other occupancy of the Premises and to any Leasehold Improvements installed in the Premises and to the use of the Building or Lands by the Tenant.

“Capital Tax” is an amount determined by multiplying each of the “Applicable Rates” by the “Building Capital” and totalling the products. “Building Capital” is the amount of capital which the Landlord determines, without duplication, is invested from time to time by the Landlord, the owners, or all of them, in doing all or any of the following: acquiring, developing, expanding, redeveloping and improving the Lands and Building. Building Capital will not be increased by any financing or refinancing except to the extent that the proceeds are invested directly as Building Capital. An “Applicable Rate” is the capital tax rate specified from time to time under any statute of Canada and any statute of the Province of Ontario which imposes a tax in respect of the capital of corporations. Each Applicable Rate will be considered to be the rate that would apply if none of the Landlord or the owners employed capital outside of the Province of Ontario.

“Change of Control” means, in the case of any corporation or partnership, the transfer or issue by sale, assignment, subscription, transmission on death, mortgage, charge, security interest, operation of law or otherwise, of any shares, voting rights or interest which would result in any change in the effective control of such corporation or partnership unless such change occurs as a result of trading in the shares of a corporation listed on a recognized stock exchange in Canada or the United States. and then only so long as the Landlord receives assurances reasonably satisfactory to it that there will be a continuity of management and of the business practices of such corporation notwithstanding such Change of Control .

8.	“Commencement Date” means the date on which the Term commences under Section 1.02.

“Development” means the Lands more particularly described in Schedule “A” attached to this lease or as such Lands may be altered, expanded or reduced from time to time, and the improvements, buildings, equipment and facilities erected thereon or situate from time to time therein, and located within a portion of the area approximately bounded by Dundas Street, Queen Street, Yonge Street and Bay Street, in the City of Toronto, Province of Ontario. The Development includes those areas designated or intended by the Landlord to be leased for office, retail, service and storage purposes, and those areas not so designated or intended, and all non-leasable areas, parking facilities and the shared common areas and facilities of the Development. The Development is known generally as “Toronto Eaton Centre” or “The Eaton Centre”.

10.	An “Event of Default” shall occur whenever:

(a)

any Rent is in arrears and is not paid within 5 days after written demand by the Landlord;

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(b)

the Tenant has breached any of its obligations in this lease (other than the payment of Rent) and:

(i)

fails to remedy such breach within 15 days (or such shorter period as may be provided in this lease); or,

(ii)

if such breach cannot be reasonably remedied within 15 days or such shorter period, the Tenant fails to commence to remedy such breach within such 15 days or shorter period or thereafter fails to proceed diligently to remedy such breach;

in either case after notice in writing from the Landlord;

(c)

the Tenant or any Indemnifier becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any Person for the dissolution, winding-up or other termination of the Tenant’s existence or the liquidation of its assets;

(d)

a trustee, receiver, receiver/manager or like Person is appointed with respect to the business or assets of the Tenant or any Indemnifier;

(e)

the Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a Transfer approved by the Landlord;

(f)

this lease or any of the Tenant’s assets are taken under a writ of execution;

(g)

the Tenant purports to make a Transfer other than in compliance with the provisions of this lease;

(h)

the Tenant abandons or attempts to abandon the Premises or disposes of its goods so that there would not after such disposal be sufficient goods of the Tenant on the Premises subject to distress to satisfy Rent for at least 3 months, or the Premises become vacant and unoccupied for a period of 10 consecutive days or more without the consent of the Landlord;

(i)

any insurance policies covering any part of the Building or any occupant thereof are actually or threatened to be cancelled or adversely changed as a result of any use or occupancy of the Premises; or,

(j)

if an Event of Default as defined in this paragraph occurs with respect to any lease or agreement under which the Tenant occupies other premises in the Building.

11.

“Fiscal Year” means (i) the period of time commencing on the Commencement Date and ending on the last day of the next ensuing October; and (ii) thereafter the period of time commencing on the first day of November and ending on the last day of the next ensuing October, or (iii) the fiscal period designated by the Landlord from time to time.

12.	“Indemnifier” means the Person, if any, who has executed or agreed to execute the Indemnity Agreement attached to this Lease as Schedule “E”, or any other indemnity agreement in favour of the Landlord.

13.	“Landlord” means the party named as landlord on the first page of this lease and those for whom it is responsible in law.

14.	“Lands” means the lands situated in the City of Toronto in the Province of Ontario on which the Building is constructed, as more particularly described in Schedule “A”, or as such lands may be expanded or reduced from time to time.

15.	“Lease” or “lease” means this document as originally signed, sealed and delivered or as amended from time to time, which amendments shall be in writing, signed, sealed and delivered by both the Landlord and Tenant.

16.

“Leasehold Improvements” means leasehold improvements in the Premises determined according to common law, and shall include, without limitation, all fixtures, improvements, installations, alterations and additions from time to time made, erected or installed in the Premises by or on behalf of the Tenant or any previous occupant of the Premises, including signs and lettering, partitions, doors and hardware however affixed and whether or not movable, all mechanical, electrical and utility installations and all carpeting and drapes with the exception only of furniture and equipment not in the nature of fixtures.

17.

“Mortgage” means any and all mortgages, charges, debentures, security agreements, trust deeds, hypothecs or like instruments resulting from any financing, refinancing or collateral financing (including renewals or extensions thereof) made or arranged by the Landlord of its interest in all or any part of the Building or Lands.

18.	“Mortgagee” means the holder of, or secured party under, any Mortgage and includes any trustee for bondholders.

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19.	“Net Rent” means the annual rent payable by the Tenant under Section 2.02.

20.

“Net Rentable Area” means, in the case of premises consisting of part of a floor, the floor area bounded by the inside surface of the exterior glass, the office side of the corridor or other permanent partitions and the centre of partitions that separate the premises from adjoining leasable areas (if any) without deductions for columns or projections but after making the same exclusions as are made in computing Rentable Area.

21.	“Normal Business Hours” means the hours from 8:00 a.m. to 6:00 p.m. on Mondays through Fridays and the hours from 8:00 a.m. to 1:00 p.m. on Saturdays, unless any such day is a statutory holiday.

22.

“Operating Costs” means (without duplication) any amounts paid or payable whether by the Landlord or by others on behalf of the Landlord for maintenance, operation, repair, replacement to and administration of the Lands and Building or allocated by the Landlord to the Lands and Building and for services provided generally to tenants, calculated as if the Building were 100% occupied by tenants during the Term, including without limitation:

(a)

the cost of insurance which the Landlord is obligated or permitted to obtain under this lease;

(b)

the cost of security, janitorial, landscaping, window cleaning, garbage removal and snow removal services;

(c)

the cost of heating, ventilating and air-conditioning;

(d)

the cost of fuel, steam, water, electricity, telephone and other utilities used in the maintenance, operation or administration of the Building, including charges and imposts related to such utilities to the extent such costs, charges and imposts are not recovered from other tenants;

(e)

management office expenses of operation and salaries, wages and other amounts paid or payable for all personnel involved in the repair, maintenance, operation, leasing, on site management, security, supervision or cleaning of the Building, including fringe benefits, employment and worker’s compensation insurance premiums, pension plan contributions and other employment costs;

(f)

auditing, accounting, legal and other professional and consulting fees and disbursements;

(g)

the costs:

(i)

of repairing, operating and maintaining the Building and the equipment serving the Building and of all replacements and modifications to the Building or such equipment, including those made by the Landlord in order to comply with laws or regulations affecting the Building;

(ii)

incurred by the Landlord in providing and installing energy conservation equipment or systems and life safety systems;

(iii)

incurred by the Landlord to make alterations, replacements or additions to the Building intended to reduce operating costs, improve the operation of the Building or maintain its operation as a first class office building; and,

(iv)

incurred to replace machinery or equipment which by its nature requires periodic replacement;

all to the extent that such costs are fully chargeable in the Fiscal Year in which they are incurred in accordance with sound accounting principles;

(h)

the cost of the rental of all equipment, supplies, tools, materials and signs;

(i)

all costs incurred by the Landlord in contesting or appealing taxes or related assessments including legal, appraisal and other professional fees, and administration and overhead costs;

(j)

Capital Tax;

(k)

depreciation or amortization of the costs referred to in paragraph 22(g) above as determined by the Landlord in accordance with sound accounting principles, if such costs have not been charged fully in the Fiscal Year in which they are incurred;

(l)

interest calculated at 2 percentage points above the average daily prime bank commercial lending rate charged during such rental year by any Canadian chartered bank designated from time to time by the Landlord upon the undepreciated or unamortized balance of the costs referred to in paragraph 22(k); and

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(m)

a reasonable fee for the administration and management of the Building applied to the total rents (including additional rents) received from tenants of the Building, which fee shall be comparable to fees charged by property management companies for managing and administering developments in the City of Toronto similar to the Building.

Operating Costs shall exclude or have deducted from them as the case may be:

(aa)

all amounts which otherwise would be included in Operating Costs which are recovered by the Landlord from tenants (other than under sections of their leases comparable to section 2.03 of this lease);

(bb)

such of the Operating Costs as are recovered from insurance proceeds, warranties or guarantees, to the extent such recovery represents reimbursements for costs previously included in Operating Costs;

(cc)

interest on debt and capital retirement of debt;

(dd)

ground rent payable by the Landlord to the owner of the Lands under any ground lease of the Lands;

(ee)

all amounts which otherwise would be included in Operating Costs which are directly attributable to the operation of the parking garage forming part of and serving the Building;

(ff)

commissions and other expenses payable in connection with the marketing and leasing of the Building including the cost of any leasehold improvement allowance or other inducement paid to tenants of the Building;

(gg)

the amount of any goods and services tax (“G.S.T.”) paid or payable by the Landlord on the purchase of goods and services included in Operating Costs which may be available to the Landlord as a credit in determining the Landlord’s net tax liability or refund on account of G.S.T.;

(hh)

the cost of all repairs and replacements as a result of faulty construction, and/or inferior or deficient materials or workmanship with respect to the original construction of the Building or any part thereof; and

(ii)

the cost of construction of any addition to or expansion of the Building.

Operating costs may be attributed by the Landlord to the various components of the Building in accordance with reasonable and current practices, on a basis consistent with the nature of the particular costs being attributed, and in accordance with GAAP and the policies set by the Canadian Institute of Public Real Estate Companies (CIPREC), and the costs so attributed may be allocated to the tenants of such components accordingly.

23.	“Person” means any person, firm, partnership or corporation, or any group or combination of persons, firms, partnerships or corporations.

24.	“Premises” means the premises leased to the Tenant described in Section 1.01 and includes Leasehold Improvements in such premises.

25.	“Proportionate Share” means a fraction which has as its numerator the Rentable Area of the Premises and as its denominator the Total Rentable Area of the Building.

26.	“Rent” means the aggregate of Net Rent and Additional Rent.

27.

“Rentable Area” means (a) in the case of premises used or intended to be used for office purposes and occupying an entire floor, the floor area bounded by the inside surface of the glass on the exterior walls, including without limitation, washrooms, telephone, electrical and janitorial closets and elevator lobbies; (b) in the case of premises used or intended to be used for office purposes and consisting of part of a floor, the area computed by multiplying the Net Rentable Area of such premises by a fraction, the numerator of which is the aggregate floor area of the floor on which the Premises are located (using the measurement method set out in subparagraph (a)) and the denominator of which is the aggregate Net Rentable Area of all office premises on such floor; and (c) in the case of premises used or intended to be used for retail purposes, the Net Rentable Area thereof. In calculating Rentable Area, stairs, elevator shafts, flues, stacks, pipe shafts and vertical ducts with their own enclosing walls, any of which are used in common, shall be excluded but no deductions or exclusions shall be made for columns and projections necessary for the Building. The Landlord may for the purpose of calculating the Net Rent and any Proportionate Share change the fraction referred to in subparagraph (b) from time to time to reflect the actual ratio of the aggregate floor area of the floor on which the Premises are located (using the measurement method set out in subparagraph (a)) to the aggregate Net Rentable Area of all office premises on such floor.

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28.	“Rules and Regulations” means the rules and regulations adopted and promulgated by the Landlord from time to time pursuant to Section 11.01. The Rules and Regulations existing as at the Commencement Date are those set out in Schedule “D”.

29.

“Taxes” means all taxes, levies, charges, local improvement rates and assessments whatsoever assessed or charged against the Development or any part thereof by any lawful taxing authority and including any amounts assessed or charged in substitution for or in lieu of any such taxes, but excluding only such taxes as capital gains taxes, corporate, income, profit or excess profit taxes to the extent such taxes are not levied in lieu of any of the foregoing against the Development or the Landlord in respect thereof. Taxes shall in every instance be calculated on the basis of the Total Rentable Area of the Building being fully assessed and taxed at prevailing commercial tax rates for occupied space for the period for which Taxes are being calculated.

30.	“Tenant” means the party named as tenant on the first page of this lease and those for whom it is responsible in law.

31.	“Term” means the period set out in Section 1.02.

32.	“Total Rentable Area of the Building” means the aggregate of the Rentable Area of each floor in the Building as if each floor is occupied by one tenant, all as determined by the Architect. The Total Rentable Area of the Building shall:

(a)

exclude the main telephone, mechanical, electrical and other utility rooms and enclosures, public lobbies on the ground floor, and other public space common to the entire Building; and,

(b)

be adjusted by the Architect from time to time to take account of any structural, functional or other change affecting the same.

33.	“Trade Fixtures” means trade fixtures as determined at common law, but for greater certainty, shall not include:

(a)

heating, ventilating or air conditioning systems, facilities and equipment in or serving the Premises;

(b)

floor coverings affixed to the floor of the Premises;

(c)

light fixtures;

(d)

internal stairways and doors; and,

(e)

any fixtures, facilities, equipment or installations installed by or at the expense of the Landlord pursuant to this Lease or otherwise.

34.

“Transfer” means an assignment of this lease in whole or in part, a sublease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this lease or to the Premises are transferred to another, any transaction by which any right of use or occupancy of all or any part of the Premises is conferred upon anyone, any mortgage, charge or encumbrance of this lease or the Premises or any part thereof or other arrangement under which either this lease or the Premises become security for any indebtedness or other obligations and includes any transaction or occurrence whatsoever (including, but not limited to, expropriation, receivership proceedings, seizure by legal process and transfer by operation of law), which has changed or might change the identity of the Persons having lawful use or occupancy of any part of the Premises.

35.	“Transferee” means the Person or Persons to whom a Transfer is or is to be made.

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SCHEDULE “D” - RULES AND REGULATIONS

1.	Life Safety

(a)

The Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything therein which will in any way increase the risk of fire or the rate of fire insurance on the Building or on property kept therein, or obstruct or interfere with the rights of other tenants or in any way injure or annoy them or the Landlord, or violate or act at variance with the laws relating to fires or with regulations of the Fire Department, or with any insurance upon the Lands or Building or in any part thereof, or violate or act in conflict with any statutes, rules and ordinances governing health standards or with any other statute or municipal by-law.

(b)

No inflammable oils or other inflammable, dangerous or explosive materials save those approved in writing by the Landlord’s insurers shall be kept or permitted to be kept in the Premises.

2.	Security

(a)

The Landlord shall permit the Tenant and the Tenant’s employees and all Persons lawfully requiring communication with them to have the use, during Normal Business Hours in common with others entitled thereto, of the main entrance and the stairways, corridors, elevators, escalators, or other mechanical means of access leading to the Building and the Premises. At times other than during Normal Business Hours the Tenant and the employees of the Tenant shall have access to the Building and to the Premises only in accordance with the Rules and Regulations and shall be required to satisfactorily identify themselves and to register in any book which may at the Landlord’s option be kept by the Landlord for such purpose. If identification is not satisfactory, the Landlord is entitled to prevent the Tenant or the Tenant’s employees or other Persons lawfully requiring communication with the Tenant from having access to the Building and to the Premises. In addition, the Landlord is not required to open the door to the Premises for the purpose of permitting entry therein to any Person not having a key to the Premises.

(b)

The Tenant shall not place or cause to be placed any additional locks upon any doors of the Premises without the approval of the Landlord. Two keys shall be supplied to the Tenant for each entrance door to the Premises and all locks shall be Building standard to permit access by the Landlord’s master key. If additional keys are required, they must be obtained from the Landlord at the cost of the Tenant. Keys or other means of access for entrance doors to the Building will not be issued without the written authority of the Landlord.

3.	Housekeeping

(a)

The Tenant shall permit window cleaners to clean the windows of the Premises during Normal Business Hours.

(b)

The Tenant shall not place any debris, garbage, trash or refuse or permit same to be placed or left in or upon any part of the Lands or Building outside of the Premises, other than in a location provided by the Landlord specifically for such purposes, and the Tenant shall not allow any undue accumulation of any debris, garbage, trash or refuse in or outside of the Premises. If the Tenant uses perishable articles or generates wet garbage, the Tenant shall provide refrigerated storage facilities suitable to the Landlord.

(c)

The Tenant shall not place or maintain any supplies, or other articles in any vestibule or entry of the Premises, on the adjacent footwalks or elsewhere on the exterior of the Premises or elsewhere on the Lands or Building.

(d)

The sidewalks, entrances, passages, escalators, elevators and staircases shall not be obstructed or used by the Tenant, its agents, servants, contractors, invitees or employees for any purpose other than ingress to and egress from the Premises and the Building. The Landlord reserves entire control of all parts of the Lands and Building employed for the common benefit of the tenants and without restricting the generality of the foregoing, the sidewalks, entrances, corridors and passages not within the Premises, washrooms, lavatories, air conditioning closets, fan rooms, janitor’s closets, electrical closets and other closets, stairs, escalators, elevator shafts, flues, stacks, pipe shafts and ducts and shall have the right to place such signs and appliances therein, as it deems advisable, provided that ingress to and egress from the Premises is not unduly impaired thereby.

(e)

The Tenant shall not cause or permit: any waste or damage to the Premises; any overloading of the floors or the utility, electrical or mechanical facilities of the Premises; any nuisance in the Premises; or any use or manner of use causing a hazard or annoyance to other occupants of the Building or to the Landlord.

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4.	Receiving, Shipping, Movement of Articles

(a)

The Tenant shall not receive or ship articles of any kind except through facilities and designated doors and at hours designated by the Landlord when deemed necessary by the Landlord acting reasonably, and under the supervision of the Landlord.

(b)

Hand trucks, carryalls or similar appliances shall only be used in the Building with the consent of the Landlord and shall be equipped with rubber tires, slide guards and such other safeguards as the Landlord requires.

(c)

The Tenant, its agents, servants, contractors, invitees or employees, shall not bring in or take out, position, construct, install or move any safe, business machinery or other heavy machinery or equipment or anything liable to injure or destroy any part of the Building, including the Premises, without first obtaining the consent in writing of the Landlord. In giving such consent, the Landlord shall have the right in its sole discretion, to prescribe the weight permitted and the position thereof, the use and design of planks, skids or platforms, and to distribute the weight thereof. All damage done to the Building, including the Premises, by moving or using any such heavy equipment or other office equipment or furniture shall be repaired at the expense of the Tenant. The moving of all heavy equipment or other office furniture shall occur only by prior arrangement with the Landlord. The cost of such moving shall be paid by the Tenant. Safes and other heavy office equipment and machinery shall be moved through the halls and corridors only in a manner expressly approved by the Landlord. No freight or bulky matter of any description will be received into any part of the Building, including the Premises, or carried in the elevators except during hours approved by the Landlord. The Landlord agrees to provide the Tenant with access to shipping facilities outside Normal Business Hours. However, the Tenant acknowledges and aggress that the Tenant will make special arrangements with the Landlord for the transport of items being delivered from such shipping facilities to the 10 ^th floor of the building and the Premises outside Normal Business Hours.

5.	Prevention of Injury to Premises

(a)

It shall be the duty of the Tenant to assist and co-operate with the Landlord in preventing injury to the Premises.

(b)

The Tenant shall not deface or mark any part of the Building, including the Premises, and shall not drive nails, spikes, hooks or screws into the walls, floors, ceilings or woodwork of any part of the Building, including the Premises, or bore, drill or cut into the walls, floors, ceilings or woodwork of any part of the Building including the Premises, in any manner or for any reason.

(c)

If the Tenant desires telegraphic or telephonic connections, the Landlord, in its sole discretion, may direct the electricians as to where and how the wires are to be introduced. No gas pipe or electric wire will be permitted which has not been ordered or authorized by the Landlord. No outside radio or television antenna shall be allowed on any part of the Premises without authorization in writing by the Landlord.

6.	Windows

Except for the proper use of approved blinds and drapes, the Tenant shall not cover, obstruct or affix any object or material to any of the skylights and windows that reflect or admit light into any part of the Building, including, without limiting the generality of the foregoing, the application of solar films.

7.	Washrooms

(a)

The Landlord shall permit the Tenant and the employees of the Tenant in common with others entitled thereto, to use the washrooms on the floor of the Building on which the Premises are situated or, in lieu thereof, those washrooms designated by the Landlord, save and except when the general water supply may be turned off from the public main or at such other times when repair and maintenance undertaken by the Landlord shall necessitate the non-use of the facilities.

(b)

The water closets and other apparatus shall not be used for any purposes other than those for which they were intended, and no sweepings, rubbish, rags, ashes or other substances shall be thrown into them. Any damage resulting from misuse shall be borne by the Tenant by whom or by whose agents, servants, invitees, or employees such damage is caused.

8.	Use of Premises

(a)

No one shall use the Premises for sleeping apartments or residential purposes, or for the storage of personal effects or articles other than those required for business purposes.

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(b)

No cooking or heating of any foods or liquids (other than the heating of water or coffee in coffee makers or kettles or the cooking or heating of foods through the use of microwave ovens ) shall be permitted in the Premises without the written consent of the Landlord.

(c)

The Tenant shall be permitted to install machines dispensing food and beverages in the Premises which is for the sole use of the Tenant and/or its clients. The Tenant acknowledges and agrees any delivery of any food or beverage to the Premises shall at all times be through the service elevators and not the passenger elevators.

(d)

The Tenant shall not permit or allow any odours, vapours, steam, water, vibrations, noises or other undesirable effects to emanate from the Premises or any equipment or installation therein which, in the Landlord’s opinion, are objectionable or cause any interference with the safety, comfort or convenience of the Building to the Landlord or the occupants and tenants thereof or their agents, servants, invitees or employees.

9.	Canvassing, Soliciting, Peddling

Canvassing, soliciting and peddling in or about the Lands and Building are prohibited.

10.	Bicycles

No bicycles or other vehicles shall be brought within any part of the Lands or Building without the consent of the Landlord.

11.	Animals and Birds

No animals or birds shall be brought into any part of the Lands or Building without the consent of the Landlord.

12.	Signs and Advertising

The Tenant shall not paint, affix, display or cause to be painted, affixed or displayed, any sign, picture, advertisement, notice, lettering or decoration on any part of the outside of the Building or in the interior of the Premises which is visible from the outside of the Building. The sign to be placed on the outside of (or beside, as the case may be) the interior door leading to the Premises shall be: (i) installed by the Landlord at the Tenant’s sole cost and expense; (ii) consistent with the uniform pattern, size and design prescribed by the Landlord; (iii) the property of the Landlord and shall be maintained by the Landlord throughout the Term at the Tenant’s sole cost and expense; and (iv) removed by the Landlord (or, at the Landlord’s option, by the Tenant) at the sole cost and expense of the Tenant. All damage caused by the removal of such sign shall be promptly repaired by the party that removed the sign, at the Tenant’s sole cost and expense. The Tenant’s obligation to observe and perform this covenant shall survive the expiration of the Term or earlier termination of the Lease. The Landlord, at the Tenant’s cost shall allow the Tenant’s “directional” signage in the lobby of the Building on Mondays and Tuesdays only, between the hours of 7:30 a.m. and 9:30 a.m. Such signage shall be done in a professional manner, approved by the Landlord and displayed in the Landlord’s metal sign holder measuring approximately 22” x 28”.

13.	Directory Board

The Tenant shall be entitled at its expense to have a maximum of 2 entries shown upon the directory board in the main lobby of the Building and in the elevator lobby on the floor on which the Premises are located (if the Premises are located on a multi-tenant floor). The Landlord shall design the style of such identification and shall determine the number of spaces available on the directory board(s) for each tenant. The directory board(s) shall be located in an area designated by the Landlord.

- 27 -

Exhibit 10.5

TRIZEC HAHN CORPORATION

AS AGENT FOR

TELCOM PROPERTIES LTD.

LEARNING TREE INTERNATIONAL INC.

STANDARD OFFICE LEASE

160 ELGIN STREET,

23 ^rd floor

OTTAWA

PROVINCE OF ONTARIO

AGREEMENT OF NET LEASE FOR OFFICE PREMISES made on the 12 ^th day of APRIL 1999.


BETWEEN:		TRIZEC HAHN CORPORATION, as agent for Telcom Properties Ltd. (the “ Landlord ”), a corporation duly incorporated under the laws of Canada, and having a place of business at 181 Bay Street, Suite 3900, in the City of Toronto, Province of Ontario,

AND:		LEARNING TREE INTERNATIONAL INC. (the “ Tenant ”), a company duly incorporated under the Laws of Canada, having its head office at 110-1223 Michael Street North, Gloucester, Ontario, K1J 7T2.

In consideration of the rents and agreements hereinafter contained, the parties agree to lease the Premises on the following terms:


ARTICLE 1: SUMMARY PROVISIONS		LEASE SECTIONS
1.1 Premises: That certain office space currently identified as “Suite 2300” in the building known as “ 160 Elgin “, located in the City of Ottawa, Province of Ontario, containing approximately Nineteen thousand seven hundred and thirty-nine (19,739) square feet of Gross Rentable Area. The Premises are shown in that approximate location cross-hatched on Schedule ”A”.		3.1

1.2 Term: Ten (10) years, (with an option to renew for an additional five year period,)		3.1 17.6

1.3 Commencement Date: The first (1 ^st ) of July 1999. 1.3.1 Fixturing Period (From the signing of this Lease to the 30 ^th of June 1999).		17.2

1.4 Expiration Date: 30 ^th of June 2009.

1.5 Minimum Rent: For the period commencing July 1 ^st , 1999 up to and including June 30, 2004, an annual Minimum Rent of Two hundred seventy-six thousand, Three hundred and Forty-six dollars and four cents ($276,346.08), calculated at a net annual rate of Fourteen Dollars ($14.00) per square foot of Gross Rentable Area, payable in Canadian money on the first day of each month, in equal, consecutive, monthly instalments of Twenty-Three Thousand Twenty-Eight Dollars and Eighty-Four Cents ($23,028.84) each; For the period commencing on the July 1 ^st , 2004 up to and including June 30, 2009, an annual Minimum Rent of Three Hundred Thirty-Five Thousand, Five Hundred and Sixty-Nine dollars and Eight Cents ($335,563.08), calculated at a net annual rate of Seventeen Dollars ($17.00) per square foot of Gross Rentable		4.1

160 Elgin/Office/Learning

06-02-07


Area, payable in Canadian money on the first day of each month, in equal, consecutive, monthly instalments of Twenty-Seven Thousand, Nine Hundred Sixty-Three dollars and Fifty-Nine Cents ($27,963.59) each;

1.5.1 Free Rent Provided Tenant is not in default of its obligations under this Lease, Tenant shall be excused from the payment of Minimum Rent and Additional Rents for the first month of the Term of the Lease (that is for the month of July 1999, immediately following the Fixturing Period), but shall be bound by all the other terms of the Lease. The foregoing right to Free Rent granted under this Article shall be deemed to be a personal right of Tenant and shall not be assignable or transferable by Tenant nor shall it pass to or devolve upon any assignee or transferee of this Lease or of the rights granted thereby or subtenant of the whole or a portion of the Premises.

1.6 Proportionate Share of Operating Expenses 2.019%, subject to any adjustment provided for in the Lease. For purpose of information and without representation or guarantee, the estimated annual rate for Operating Expenses for the 1999 year is $7.55 per square foot of the Gross Rentable Area.		4.1, 6.1

1.7 Proportionate Share of Taxes: 2.019% subject to any adjustment provided for in the Lease. For purpose of information and without representation or guarantee, the estimated annual rate for the Taxes for the 1999 year is $6.13 per square foot of the Gross Rentable Area.		4.1, 5.2

1.8 Charge for Utilities: The charge for utilities is included in the Operating Expenses charged to Tenant.		4.1, 6.2

1.9 Authorized Use: general office use or training facility or both, subject to Bell Canada’s and Andersen Consulting’s exclusivities set forth in Schedule “I”. Notwithstanding the above, the delivery of the telecom training by instructors or computer based training would be an authorized use. As well the complimentary offering of continental breakfast in the morning, and afternoon snack, afternoon wine and cheese and unlimited beverages during the day for staff and clientèle would be an authorized use, and no other use.		8.1 Schedule “C” Schedule “I” and Section 2

1.10 Addresses for Notices: to Landlord: Trizec Hahn Corporation 4, Place Ville Marie, Suite 600 Montreal, Quebec H3B 2E7 Attention: Director of Legal services to Tenant: at the address of the Premises		16.12


1.11 Broker: NOT APPLICABLE.		16.15

1.12 Security Deposit: NOT APPLICABLE

1.13 Surety : NOT APPLICABLE		Schedule “C” - Section 36 and Schedule “H”

1.14 Special conditions: 17.1 Condition of the Premises 17.2 Fixturing Period 17.3 Landlord’s Base Building Work 17.4 Tenant’s Improvements 17.5 Landlord’s Contribution towards Tenant’s Improvements 17.6 Option to Renew 17.7 Right of First Refusal 17.8 Parking 17.9 Separate listing in the Directory 17.10 Year 2000- Clause 17.11 Generator Usage 17.12 Landlord’s Repairs 17.13 HVAC Hours and Tariffs 17.14 Exclusivity 17.15 Non Disturbance Agreement 17.16 Option to lease Storage Space		Art. 17

The provisions of this Article 1 summarize certain terms of the Lease which are more fully described in the balance of the Lease and form an integral part of the Lease. In the event of a conflict or inconsistency between the provisions of Article 1 and the balance of the Lease, the provisions of the balance of the Lease shall prevail. Capitalized terms shall have the meanings set forth in Schedule “C” or otherwise defined in the body of the Lease.

ARTICLE 2: INTENT AND INTERPRETATION

2.1 Net Lease

This Lease is intended by the parties to be an absolutely net lease to Landlord, except as otherwise expressly provided herein. Any amount or obligation relating to the Tenant’s occupancy of the Premises and which is not expressly declared herein to be an obligation of the Landlord shall be deemed to be an obligation of the Tenant to be performed or paid by the Tenant.

2.2 Reasonableness

Landlord and Tenant shall act reasonably in the performance of their obligations and the exercise of their rights (including the giving of a Notice, consent or approval) pursuant to the Lease, unless a right is stated herein to be exercisable at the sole discretion of a party. The strict enforcement of time limits provided for in the Lease shall be considered to be acting reasonably.

2.3 Entire Agreement

This Lease is the entire agreement between Landlord and Tenant. Landlord and Tenant further acknowledge that the execution of this Lease shall constitute a conclusive presumption that all agreements and representations, written or verbal, previously entered into or made by the parties or their agents shall be solely those set forth in the Lease and may be amended only by an agreement in writing signed by both Landlord and Tenant. Landlord shall prepare any amendment of the Lease as aforesaid.

ARTICLE 3: LEASE OF PREMISES

3.1 Lease of Premises

Tenant shall lease the Premises for the Term.

3.2 Measurement of Premises and Rent Adjustment

Landlord may at any time during the Term calculate the GRA in accordance with its measurement of the Premises based on BOMA (ANSI Z65.1-1980) standards of measurement, the gross up factor being Nineteen Thousand Seven Hundred and Fifty (19,750) sq. ft. estimated at eight point one six percent (8.16%) but in any event the Gross Rentable Area is not to exceed Twenty Thousand (20,000) square feet.

Where the GRA as certified by Landlord or the Expert (in this case, the Expert being a surveyor or an architect) is different from the GRA set forth in Section 1.1, such certificate of GRA shall be conclusively binding on the parties and the Rent shall be adjusted accordingly as and from the later of the Commencement Date, and the date that is one year before the date of the certification.

3.3 Common Areas

Tenant shall have the right to use the Common Areas in common with the others entitled thereto, for:

(a)

the purposes for which they are intended; and

(b)

during such hours as they may be available, as determined by Landlord.

This right shall not be transferable except to a permitted subtenant, assignee or user pursuant to Article 13 of the Lease.

3.4 Condition of Premises

When Tenant takes actual possession of the Premises, it is conclusively presumed as of such date that the Premises are in good condition in all respects, except for any latent defects.

3.5 Relocation of Premises

Landlord shall be entitled at any time to change the location of the Premises in the Building if the new location contains approximately the same rentable area as the Premises. Configuration of Tenant’s Premises shall not be materially different than current configuration.

If the relocation occurs during the Term:

(a)

Landlord shall give Tenant prior Notice of not less than three (3) months;

(b)

Landlord shall pay for the refixturing of the new premises to the standard of the Premises existing before the relocation, Tenant hereby agreeing to cooperate with Landlord in any such refixturing;

(c)

Landlord shall pay for Tenant’s reasonable costs of moving including without limitation, of changing its letterhead, of reinstalling its telephones, moving and reinstalling computers and any other material containing the address; and

(d)

the Minimum Rent shall be the same on a per square foot basis but, in no event shall the total rent be more than the current total rent for the Premises.

ARTICLE 4: RENT

4.1 Rent

Throughout the Term, Tenant shall pay to Landlord the following Rent:

(a)

the Minimum Rent;

(b)

the Proportionate Share of Operating Expenses;

(c)

the Proportionate Share of Taxes;

(d)

all other taxes payable to Landlord in accordance with Section 5.4; and

(e)

the aggregate of:

(i)

the charges for utilities in accordance with Section 6.2;

(ii)

the charges for any additional services provided by Landlord at the request of Tenant; and

(iii)

such other costs, charges, amounts and expenses as are required to be paid by Tenant to Landlord under the Lease.

4.2 General

(a)

Tenant shall pay the Rent to Landlord immediately when due, without Notice or demand, and without deduction, set-off, compensation, or abatement, except as expressly provided in this Lease, in lawful money of Canada, at the address mentioned in Section 1.10, or such other address or Person as may be designated by Landlord. For greater certainty, Tenant expressly waives and renounces any and all future claims or rights of set-off or compensation against any Rent;

(b)

Tenant shall pay items of Rent of a recurring nature (including without limitation the Minimum Rent, the Proportionate Share of Operating Expenses, the Proportionate Share of Taxes and the charges for utilities) in advance on the first day of each month of the Term, subject to the provisions of Sections 4.2 (g), 5.2, 6.1 and 6.2; Tenant shall pay all other items of Rent 15 business days of the delivery of an invoice therefor;

(c)

Tenant shall pay interest at the Prime Rate, applicable at the date of Tenant’s default, plus 2% per annum on all arrears of Rent for the period of time any Rent remains unpaid;

(d)

Intentionally deleted.

(e)

Intentionally deleted.

(i)

Intentionally deleted.

(ii)

Intentionally deleted.

(f)

Landlord shall determine Operating Expenses and Taxes without duplication in accordance with generally accepted accounting principles and CIPREC and/or GAAP guidelines consistently applied for the real estate industry and all other tenants of the Building;

(g)

Landlord may estimate items of Additional Rent of a recurring and variable nature and advise Tenant in writing thereof. Tenant shall pay to Landlord the amounts so estimated in equal consecutive monthly instalments in advance over each Rental Year or a portion thereof; in the case of Taxes, however, Tenant shall pay to Landlord the full amount of such estimate in equal consecutive monthly instalments commencing with the first month following such estimate and terminating on the tax due date or Specified Date;

(h)

Within 180 days after the expiry of each Rental Year, Landlord shall deliver to Tenant a statement issued by Landlord of the items of Additional Rent of a recurring and variable nature and of the amounts of the Tenant’s proportionate share thereof for such Rental Year. If Tenant has paid more than such statement specifies, Landlord shall refund the excess (unless Tenant is then in monetary default under any term or condition of this Lease) without interest by the appropriate party or if Tenant has paid less than such statement specifies, Tenant shall pay the deficiency, any such adjustment amounts to be paid by the appropriate party within 15 business days after delivery of Landlord’s statement;

(i)

The obligations of the parties to pay any amount of Rent or to adjust pursuant to the preceding sub-paragraph (h) for the final Rental Year shall survive the expiration of the Term;

(j)

If the Commencement Date is not the first day of a calendar month or if the Expiration Date is not the last day of a calendar month, Rent for the relevant part of the month shall be prorated on a per diem basis;

(k)

Notwithstanding any contrary provisions of the Lease, if, at any time during a Rental Year, the Building is not one hundred percent (100%) occupied and operational, the Landlord shall have the right to increase those items of Operating Expenses which vary with the extent of the occupancy or use of the rentable premises in the Building (including without limitation, cleaning costs, supplies, garbage removal, etc.) to such an amount, as in the reasonable estimation of Landlord, would have been incurred if the Building were one hundred percent (100%) occupied and operational for the entire Rental Year and the amount of such increase shall be included in the Operating Expenses. In no event however, shall Tenant have to pay an amount higher than it would have paid if the Building had been fully occupied and operational;

(l)

Landlord shall in its determination of Operating Expenses and Taxes make such allocations and attributions in respect to various components of the Building as may be necessary and reasonable.

ARTICLE 5: TAXES

5.1 Landlord’s Responsibility to Pay Taxes

Subject to Section 5.2, Landlord shall pay all Taxes to the competent tax authorities.

5.2 Tenant’s Proportionate Share of Taxes

Tenant shall pay to Landlord, as Additional Rent, the Proportionate Share of all Taxes, such payment to be made not later than on the tax due date or on the Specified Date, subject to Sections 4.2 (b), (g) and (h).

Landlord shall provide Tenant, upon the latter’s specific written request, with copies of all pertinent valuation and assessment notices and of all pertinent tax statements and notices which Landlord has received in respect of the Building or the Premises.

5.3 Contestation of Taxes

Tenant shall pay to Landlord, as part of Operating Expenses, its proportionate share of all fees and expenses incurred by Landlord with respect to the contestation of the Taxes or of the assessment of the Building, including without limitation legal, appraisal, administration and overhead expenses. The Taxes which shall be contested by Landlord shall nevertheless be paid by Tenant in accordance with Section 5.2 of this Lease, provided however that if Tenant has paid its proportionate share of such contested Taxes and that Landlord receives as a result of such contestation a reimbursement of those Taxes, Landlord shall reimburse to Tenant an appropriate portion of such reimbursement, after having deducted those expenses which shall not have been already charged to Tenant.

Landlord shall have no obligation to contest, object to or to litigate the levying or imposition of any Taxes and may settle, compromise, consent to, waive or otherwise determine in its discretion any Taxes without notice to, consent or approval of Tenant.

5.4 Sales Taxes

Tenant shall pay to Landlord any Sales Taxes at the same time as the amounts to which such Sales Taxes apply and which are payable to Landlord under the Lease. Although Sales Taxes are not considered to be Rent, Landlord shall have the same recourses for recovery of such amounts as it has for non-payment of Rent under the Lease or at law.

5.5 Tax Indemnification

Tenant shall indemnify and save Landlord harmless from all losses, costs, charges, penalties, and expenses arising from Tenant’s non-payment of Taxes, as well as of any taxes that are imposed in lieu of same, whether against Landlord or Tenant.

ARTICLE 6: OPERATING EXPENSES AND UTILITIES

6.1 Tenant’s Proportionate Share of Operating Expenses

Tenant shall pay to Landlord, as Additional Rent, the Proportionate Share of Operating Expenses.

6.2 Utilities

Tenant shall pay to Landlord, as Additional Rent, the costs of all electricity and other utilities supplied to or used or consumed in the Premises as set forth in Schedule “D”. Landlord may require Tenant to install a check meter, at Tenant’s expense, for the purpose of determining the costs of such utilities. The cost of electricity to Tenant for the Premises shall not exceed the amount which the authority providing the same would charge to Tenant if Tenant were directly metered and billed by the competent authority. For the purposes hereof, the charge for utilities shall be included in the Tenant’s Proportionate Share of Operating Expenses.

ARTICLE 7: SERVICES AND OPERATION OF BUILDING

7.1 Services to Premises

Landlord shall provide the following services to the Premises, subject to the further provisions set forth in Schedule “D”:

(a)

heating, ventilation and air-conditioning as required for the comfortable use and occupancy of the Premises during the hours as stipulated in section 17.13; any supply of such services to the Premises outside of the hours as stipulated in section 17.13 shall be at Tenant’s sole expense and in accordance with Landlord’s prevailing rates;

(b)

cleaning services; and

(c)

utilities for lighting and equipment.

7.2 Services to Building

Landlord shall provide the following services to the Building (not including the Premises):

(a)

elevators as set forth in Schedule “D”;

(b)

washroom facilities including hot and cold water;

(c)

heating, ventilation, air-conditioning, lighting and cleaning in the appropriate interior portions of the Common Areas;

(d)

snow removal and landscape maintenance for the appropriate exterior portions of the Common Areas;

(e)

exterior window washing;

(f)

replacement of tubes and ballasts; and

(g)

garbage removal.

7.3 Control of Building

Landlord shall perform any acts which it determines to be advisable for the more efficient and proper operation of the Building. More particularly and without limiting the generality of the foregoing, Landlord shall be entitled to do the following:

(a)

obstruct or close off any part of the Building for the purpose of maintenance, repair, alteration or construction;

(b)

regulate the delivery or shipping of supplies and fixtures to the leased premises;

(c)

construct other buildings, structures or Improvements in the Building and make alterations and additions to the Building (excluding the Premises) and its Common Areas; and

(d)

relocate or modify certain Common Areas.

7.4 Interruption of Services

Landlord may elect at its sole discretion, without any obligation or liability to Tenant, and without such action constituting an eviction of Tenant, to temporarily discontinue or modify any services required of it as a result of Landlord’s exercise of the rights conferred under Section 7.3. To the extent that the Landlord’s exercise of the rights conferred under section 7.3 would prevent the Tenant from conducting its business, the Landlord shall perform the acts outside the Normal Business Hours.

ARTICLE 8: USE OF PREMISES

8.1 Use

The Premises shall be used and occupied by Tenant for the purpose of carrying on the Authorized Use and for no other purpose. Tenant shall not permit any part of the Premises to be occupied by any Person other than Tenant or a permitted assignee or subtenant and their respective employees.

8.2 No Warranty of Use

Notwithstanding any legal warranty, Landlord does not make any representation or warranty whatsoever to Tenant in respect of the use of the Premises which is permitted under applicable Laws during the Term or is permitted by any applicable zoning by-laws during the Term. Nothing herein shall be interpreted so as to imply that the Lease is conditional upon the Tenant obtaining any permit for the carrying on of its business from any municipal or other authority. Tenant shall be solely responsible to obtain, at its own cost, all permits, consents and authorizations required for its occupation of the Premises and the operation of its business therein.

8.3 Continuous Operation

Intentionally deleted.

ARTICLE 9: INSURANCE AND NON-LIABILITY

9.1 Tenant’s Insurance

Tenant shall maintain during the Term and any renewal thereof or later occupation of the Premises insurance with respect to its interest in the Premises, the fixtures and Improvements made by or on behalf of Tenant in the Premises, and all operations of Tenant in and from the Premises.

Tenant’s insurance shall be in amounts equal to those maintained by prudent tenants of similar premises and shall, without limiting the foregoing, cover the following risks:

(a)

“all risks” (including flood and earthquake, if available on reasonable commercial terms) coverage for property of every kind owned by Tenant or for which Tenant is legally liable or installed by or on behalf of Tenant and which is located within the Building, including, without limitation, all of Tenant’s furniture and movable equipment and all leasehold improvements and other Improvements, in an amount not less than the full replacement cost thereof;

(b)

“all risks” Tenant’s legal liability insurance in an amount not less than the full replacement cost of the Premises;

(c)

comprehensive general liability insurance including, but not limited to property damage, public liability, personal injury liability, contractual liability, non-owned automobile liability and contractor’s protective insurance coverage, all on an occurrence basis with respect to the use, occupancy, activities or things on the Premises and with respect to the use and occupancy of any other part of the Building by Tenant or any of its employees, agents, contractors or persons for whom Tenant is in law responsible with coverage of not less than Five Million Dollars ($5,000,000.00) for each occurrence involving bodily injury, death or property damage (or for such higher limits as Landlord may reasonably require from time to time);

(d)

business interruption insurance in such amounts as will reimburse Tenant for direct and indirect loss of earnings attributable to the perils insured against in subparagraph 9.1 ((a) and other perils commonly insured against by prudent tenants; and

(e)

such other coverage as Landlord, the Trustee or the Mortgagee may require having regard to the risks which are customarily insured against by prudent tenants of like premises.

Such insurance shall include:

(aa)

Landlord, the Trustee and any Mortgagee designated by Notice from Landlord together with those for whom they are in law responsible as named insureds as their respective interests may appear;

(bb)

a severability of interests and cross-liability clauses protecting Landlord in respect of claims by Tenant as if Landlord was separately insured;

(cc)

a provision prohibiting the insurer from cancelling the coverage without first giving Landlord at least 30 days prior Notice thereof; and

(dd)

a waiver of any subrogation rights which Tenant’s insurers may have against Landlord and against those for whom Landlord is in law responsible. Landlord shall provide for a similar waiver of any subrogation rights for the benefit of the Tenant.

Tenant shall provide Landlord with certificates of such insurance and any renewals thereof and, at Landlord’s request, with a certified copy of its insurance policy(ies).

9.2 Increased Risk and Remedies

Tenant shall not do or commit any act upon the Premises or bring into or keep upon the Premises any Article which will affect the fire risk or increase the rate of fire insurance or other insurance on the Building. Without limiting the foregoing, in no event shall any inflammable materials, except for kinds and quantities required for ordinary office occupancy and permitted by the insurance policies covering the Building, or any explosives whatsoever, be taken into the Premises or retained therein.

Tenant shall comply with the rules and requirements of Landlord’s insurers’ inspection service and with the requirements of all insurance companies having policies of any kind whatsoever in effect covering the Building, including policies insuring against contractual and extra-contractual liability.

Should the rate of any type of insurance on the Building be increased by reason of any violation of the Lease by Tenant, Landlord, in addition to all other remedies, may pay the amount of such increase, and the amount so paid shall become due and payable immediately by Tenant and collectible as Additional Rent.

Should any insurance policy on the Building be cancelled or threatened to be cancelled by the insurer by reason of the use and occupation of the Premises or any part thereof by Tenant or by any permitted assignee, subtenant, concessionaire or licensee of Tenant, or by anyone permitted by Tenant to be upon the Premises, Landlord may at its option terminate the Lease by leaving at the Premises a Notice of its intention to do so and thereupon Rent and other payments for which Tenant is liable hereunder shall be apportioned and paid in full to the effective date of termination under such Notice and Tenant shall forthwith deliver vacant possession of the Premises to Landlord. Landlord may also, at its option and at the expense of Tenant, enter upon the Premises and rectify the situation causing such cancellation or threatened cancellation.

9.3 Loss or Damage

Notwithstanding any other provisions in this Lease or the Laws, Landlord shall not be liable for damage to or loss, theft, or destruction of property at any time in or on the Premises or in or about the building, regardless of the cause therefor (except where such cause is Landlord’s fault).

Save as set out in Article 11 and without limiting the generality of the foregoing, there shall be no abatement from or reduction of Rent nor shall Tenant be entitled to damages, costs, losses or disbursements from Landlord regardless of the cause therefor (except where such cause is Landlord’s fault) on account of fire or other casualty. Neither shall there be any claim of any nature whatsoever by Tenant against Landlord, nor any abatement nor reduction of Rent, nor recovery by Tenant from Landlord on account of partial or total failure of, damage caused by, lessening of supply of, or stoppage of, heat, air-conditioning, electric light, power, water, plumbing, sewerage, elevators, escalators or any other service, nor on account of any damage or annoyance occasioned by water, snow, or ice being upon or coming through the roof, skylight, trapdoors, windows, or otherwise, or by any defect or break in any pipes, tanks, fixtures, or otherwise whereby steam, water, snow, smoke or gas, leak, issue or flow into the Premises, nor on account of any damage or annoyance occasioned by the condition or arrangements of any loading docks or of any electric or other wiring, nor on account of any damage or annoyance arising from any acts, omissions, or negligence of co-tenants or other occupants of the Building, or of owners or occupants of adjacent or contiguous property, nor on account, directly or indirectly, of the making of Improvements, or structural changes to the Building, or any thing or service therein or thereon or contiguous thereto.

Notwithstanding the foregoing, liability of Landlord shall under no circumstances extend to any property other than normal office furniture which term, without limiting its normal meaning, shall not include securities, specie, papers, typewriters, electrical computers, or machines or similar items.

Furthermore, Landlord shall not be liable for any damages suffered by Tenant should any delay in the completion of the Premises in any way delay or inconvenience the occupation thereof or the enjoyment of the Building or accessories or services.

9.4 General Indemnification of Landlord

Tenant shall indemnify Landlord and save it harmless from and against all claims and costs arising from any occurrence in, upon or at the Premises, or occasioned wholly or in part by any act or omission of Tenant or by anyone permitted to be on the Premises or in the Common Areas by Tenant, or by a failure by Tenant or by anyone for whom the Tenant is responsible at law to comply with Laws, unless any such claim, cost or occurrence results from the fault of Landlord or of those for whom it is in law responsible. If Landlord, without gross fault on its part, is made a party to any litigation commenced by or against Tenant, Tenant shall indemnify and hold Landlord harmless and shall pay all costs, expenses and legal fees (judicial and extra-judicial) incurred or paid by Landlord in connection with such litigation.

ARTICLE 10: TENANT RESPONSIBILITIES

10.1 Maintenance and repairs

Subject to section 10.10, Tenant shall, at all times, at its expense, maintain and repair, subject to Section 10.2, the whole of the Premises including without limitation, all Improvements, interior partitions, doors, electrical, lighting, wiring, plumbing fixtures and equipment and the heating, ventilating and air-conditioning systems and equipment within or exclusively serving the Premises in good order and repair as would a prudent owner. Tenant will make all needed repairs and replacements with due diligence and dispatch.

Tenant shall promptly notify the Landlord in writing of any accident to or defect in the water pipes, steam pipes, heating or air conditioning equipment, electric lights, elevators, wires or other services or equipment to any portion of the Premises.

10.2 Landlord’s Approval of Tenant’s Improvements

Tenant shall not make any Improvements other than painting and minor non-structural Improvements to the Premises which do not affect the Building’s systems, without obtaining Landlord’s prior written consent. Landlord shall not be obliged to consider any request for such approval unless and until Tenant has submitted to Landlord details of the proposed Improvements, including drawings and specifications prepared by qualified architects or engineers and conforming to good architectural and engineering practice and unless Tenant shall also deliver with respect to the Improvements:

(a)

such indemnification against liens, costs and damages as Landlord requires, failing which Tenant shall furnish adequate reasonable security in an amount and form required by Landlord to indemnify against liens, costs, damages, and expenses resulting from such Improvements; and

(b)

evidence satisfactory to Landlord that Tenant has obtained all necessary consents, permits, licences and inspections from all governmental and regulatory authorities.

Landlord will release the security when the relevant lien period has expired.

All Improvements made by Tenant to the Premises shall be at Tenant’s sole expense and, if approved by Landlord, shall be performed:

(i)

by such contractor((s), or sub-contractor(s) as Tenant may select and Landlord may approve, provided however that Landlord shall not be liable for any damage or other loss or deficiency arising from or through such work. Each such contractor and sub-contractor shall be Tenant’s contractor and sub-contractor and shall not be deemed to be Landlord’s agent. Tenant hereby undertakes that there shall be no conflict caused with any union or other contract to which Landlord, its contractor(s), or any sub-contractor(s) may be a party, and in the event of any such conflict Tenant shall forthwith remove from the Building Tenant’s conflicting contractor(s) or sub-contractor(s).

(ii)

in a good and workmanlike manner and in compliance with the highest standards including those set by Landlord;

(iii)

in accordance with the drawings and specifications approved by Landlord; and

(iv)

subject to the reasonable regulations, controls and inspection of Landlord.

If any payment in respect of the Tenant’s Improvements shall be made by Landlord, the same shall be immediately repayable to Landlord by Tenant and collectible as Additional Rent.

Immediately upon being invoiced by Landlord, Tenant shall pay to Landlord, as Additional Rent, an administrative and supervisory fee equal to 15% of the cost of any Improvements made to the Premises subsequent to the initial Improvements. Moreover, if any such Improvements may in the Expert’s opinion affect the structure of the Premises or any other part of the Building (namely, the electrical, mechanical, or other base building systems), such work, or the appropriate part thereof, shall be performed only by Landlord, in which case Tenant shall, upon completion thereof, pay to Landlord, upon demand, Landlord’s Costs thereof. No such Improvements shall be permitted which may weaken or endanger the structure or adversely affect the condition or operation of the Premises or the Building or diminish the value thereof.

Any Improvement made by Tenant without the required prior written consent of Landlord or which is not in accordance with the drawings and specifications approved by Landlord shall, if required by Landlord, promptly be removed by Tenant at its expense and the Premises restored to their previous condition.

10.3 Ownership of Improvements

Any fixtures or Improvements installed by Tenant, or by Landlord on Tenant’s behalf, shall immediately upon installation become the property of Landlord without compensation to Tenant. Except in the circumstances specifically described in Section 10.6, such fixtures or Improvements shall not be removed from the Premises either during or at the expiration or earlier termination of the Term. Landlord is under no obligation to repair, maintain or insure the Improvements.

10.4 Tenant to Discharge All Liens

If any mechanics’ construction or similar lien is made, filed or registered against title to the Building or Lands or against the Tenant’s leasehold interest as a result of any work, materials or services supplied or performed by or on behalf of the Tenant or otherwise in respect of the Premises, the Tenant will discharge it forthwith at the Tenant’s expense. If the Tenant fails to discharge the lien, then in addition to any other right or remedy of the Landlord, the Landlord may elect to discharge the lien by paying the amount claimed to be due and any additional amounts as may be required at law or otherwise, into Court

or directly to the lien claimant and the amount paid by the Landlord and all costs and expenses including all solicitor’s fees (on the basis of a solicitor and his own client) incurred as a result of the lien including, without limitation, procuring and registering its discharge will be immediately paid by the Tenant to the Landlord.

10.5 Tenant Not to Overload Utilities and Services

Tenant shall not install any equipment which will exceed or overload the capacity of any utilities and services in the Building.

10.6 Termination of Lease

At the expiration or earlier termination of the Lease for whatever reason or upon Tenant vacating the Premises with the permission of Landlord prior to the expiration hereof, Tenant shall, not be obliged to restore the leased Premises to their original condition and any such Improvements, shall, upon the expiration or earlier termination of this Lease for any other reason, remain in the Premises as the property of Landlord without any compensation being paid therefor to Tenant.

Moreover, all obligations of Tenant under the Lease which have arisen on or before its expiration or earlier termination, all obligations to pay amounts due hereunder and/or pursuant to adjustment provided for by the Lease shall survive the expiration or earlier termination of the Lease.

10.7 Exterior Appearance of Premises

Tenant shall keep the exterior appearance of the Premises tidy and business-like and shall not erect any sign or other like object within the Premises which is visible from the exterior of the Building.

10.8 Obligation Towards Other Tenants and Users of the Building

Tenant shall act in such a way as not to disturb the peaceful enjoyment of the other tenants or users of the Building.

10.9 Fire Protection

Tenant shall install and maintain in the Premises, at its sole cost, such fire protection or equipment, including without limitation, emergency lighting as is deemed necessary or desirable by Landlord or by any governmental and/or insurance body. If so required by Landlord or any aforesaid body, Tenant shall appoint a warden to coordinate with the fire protection authorities and Landlord’s personnel.

10.10 Repairs by Landlord

The Landlord shall make repairs from time to time as necessary at its cost, not to be recovered by way of Operating Expenses (unless such repairs are minor in nature), to the major structural elements of the Building, including without limitation the roof, roof membrane, support beams, weight-bearing walls, foundation, exterior cladding and masonry. The Landlord shall not be entitled to recover by way of Operating Expenses any costs incurred by the Landlord’s exercise of its rights pursuant to paragraph 7.3 (c) or (d).

ARTICLE 11: DAMAGE, DESTRUCTION, EXPROPRIATION

11.1 Damage or Destruction of Premises

In the event that the Premises shall be destroyed or damaged by fire or other casualty insurable under fire and all risks insurance coverage, then:

(a)

if in the opinion of Landlord the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either event the damage, in the further opinion of Landlord (which shall be given by Notice to Tenant within a reasonable delay of the happening of such damage or destruction) cannot be repaired with reasonable diligence within 180 days from the happening of such damage or destruction, either Landlord or Tenant may within 5 days next succeeding the giving of Landlord’s opinion as aforesaid, terminate this Lease by giving to the other Notice of such termination, in which event the Term shall cease and be at an end as the date of such damage or destruction and the Rent shall be apportioned and paid in full to the date of such damage or destruction. In the event that neither Landlord nor Tenant so terminates this Lease, Rent shall abate from the date of the happening of the damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises; or

(b)

if the damage be such that the Premises are wholly unfit for occupancy, or if it is impossible or unsafe to use or occupy them but if in either event the damage, in the opinion of Landlord (which shall be given by Notice to Tenant within 30 days from the happening of such damage) can be repaired with reasonable diligence within 180 days of the happening of such damage, Rent shall abate from the date of the happening of such damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises; or

(c)

if in the opinion of Landlord, the damage can be made good as aforesaid within 180 days of the happening of such damage or destruction, and the damage is such that the Premises are capable of being partially used for the purposes for which leased, until such damage has been repaired, Rent shall abate in the proportion that the part of the Premises rendered unfit for occupancy bears to the whole of the Premises.

11.2 Destruction of Building

In the event that the Building is partially destroyed or damaged so as to affect 20% or more of the rentable area of the Building, or in the opinion of Landlord the Building is rendered unsafe, and whether or not the Premises are affected, and in the opinion of Landlord (which shall be given by Notice to Tenant within 30 days of the happening of such damage or destruction), cannot be repaired with reasonable diligence within 180 days from the happening of such damage or destruction, Landlord may within 5 days next succeeding the giving of Landlord’s opinion as aforesaid, terminate this Lease by giving to Tenant Notice of such termination, in which event the Term shall cease and be at an end as of the date of such damage or destruction and the Rent and all other payments for which Tenant is liable under the terms of this Lease shall be apportioned and paid in full to the date of such damage or destruction.

11.3 Insurance Proceeds

In the event of the termination of the Lease as hereinabove provided, all insurance proceeds, excluding those relating to Tenant’s property, proceeds respecting business interruption, and to any amount payable for the value in use of Improvements to the Tenant during the Term shall be and remain the absolute property of Landlord.

11.4 Tenant’s Property

Nothing herein contained shall oblige Landlord to repair or reconstruct any property of Tenant or Improvements.

11.5 Negligence of Tenant

Intentionally deleted.

11.6 Expropriation

Landlord and Tenant shall cooperate in respect of any expropriation of the Premises or any part thereof so that, Tenant may receive the maximum award to which it is entitled in law for relocation costs, business interruption and such other costs (including any required increased rent in new premises) that it may be entitled to receive from the expropriating authority and so that Landlord may receive the maximum award for all other compensation arising from or relating to such expropriation. If the whole or any part of the Premises is expropriated, the respective rights and obligations of Landlord and Tenant shall continue until the day on which the expropriating authority takes possession thereof.

ARTICLE 12: LANDLORD’S RIGHT OF ENTRY

12.1 Entry by Landlord

Landlord and its agents and contractors may enter the Premises, upon 24 hours’ prior notice to Tenant (except in an emergency when no Notice shall be required) for the following purposes:

(a)

to examine the Premises;

(b)

to make such repairs as Landlord, acting reasonably, considers necessary;

(c)

to have access to underfloor ducts and access panels to mechanical shafts;

(d)

to check, calibrate, adjust and balance controls and other parts of the heating or air-conditioning systems; and

(e)

for any other purpose necessary to enable Landlord to perform its obligations or exercise its rights under the Lease.

In exercising its rights Landlord shall use reasonable efforts to minimize interference with Tenant’s use and enjoyment of the Premises.

Tenant shall not alter any locks on any doors of the Premises without obtaining Landlord’s prior written consent which may be conditional namely on Tenant providing keys to Landlord for any new locks installed.

12.2 Right to Show Premises

Landlord and its agents shall have the right to enter the Premises during Normal Business Hours upon reasonable prior Notice to show them to prospective purchasers, or Mortgagees or prospective Mortgagees, or the Trustee and, during the last (6) months of the Term (or the last 6 months of any renewal term if this Lease is renewed), to prospective tenants.

ARTICLE 13: ASSIGNMENT OR SUBLETTING

13.1 Assignment or Subletting

Tenant may not assign, transfer or encumber this Lease or sublet all or a portion of the Premises or permit the Premises or any part thereof to be used by another, unless Tenant has obtained Landlord’s prior written consent, which consent shall not be unreasonably withheld. Tenant shall have the right, upon Notice to Landlord, without consent of the Landlord, to assign the Lease or sublet all or any portion of the leased Premises to the following: (a) any entity resulting from a merger or consolidation with Tenant; (b) any entity succeeding to the business and assets of Tenant; (c) any subsidiary or affiliate of Tenant; (d) any entity which is part of or affiliated with Learning Tree International Inc. Without in any way limiting Landlord’s right to refuse its consent for other serious reasons and notwithstanding any Laws to the contrary, Landlord’s refusal of consent shall be deemed to be for a serious reason in respect of an assignment, sublease, use or other transfer if:

(a)

Landlord is not satisfied with the creditworthiness, reputation or business of the proposed assignee or subtenant; or

(b)

the assignee, subtenant or user proposed by Tenant is then a tenant of the Building and Landlord has or will have during the next 6 months suitable space for rent in the Building; or

(c)

the proposed assignee, subtenant or user intends to use the Premises to carry on a business which could breach an exclusivity clause granted by Landlord.

13.2 Other Conditions

Landlord shall not be obliged to consider any request for such consent or deliver such consent unless and until Tenant shall have complied with the following:

(a)

Tenant shall have received a bona fide third party written offer from a potential assignee, subtenant or user;

(b)

Tenant shall have provided to Landlord a true copy of such offer and adequate information to enable Landlord to assess the creditworthiness, reputation and business of the proposed assignee, subtenant or user;

(c)

Tenant shall first offer to assign its rights in the Lease or to sublet the Premises, as the case may be, to Landlord, on the same terms and conditions as provided in the Lease with the exception of this Article 13 and of any provisions of law requiring consent to any further sublease or assignment by Landlord, which shall not apply; and

(d)

the proposed assignee, subtenant or user shall have agreed in writing with Landlord (and in a form acceptable to Landlord) to observe and perform all the obligations of Tenant under this Lease in respect of the Premises or the part thereof which Tenant wishes to sublet, assign or use.

Landlord shall have a period of 10 days after having received the Notice and all necessary information in which to: ((i) accept the offer of assignment or subletting by Tenant mentioned in Section 13.2 (c); or (ii) consent or not consent to the proposed assignment, sublease or use by a third party. If Landlord has consented to the proposed sublease, assignment or use by a third party, Tenant shall then have a period of 60 days thereafter in which to enter into a sublease, assignment or use

agreement with the proposed subtenant, assignee or user which agreement shall have been approved by Landlord prior to execution; and in the event that Tenant does not assign its rights in the Lease, sublet or permit the use of the Premises or any part thereof within such 60 day period hereinabove mentioned, Landlord’s consent shall be deemed null and void, and in such case Tenant shall not be permitted to assign, sublet or permit the use of the Premises by a third party without again complying with all and each of the provisions of this Article 13.

Notwithstanding any assignment, sublet or other transfer of the Premises, Tenant shall remain jointly and severally liable with the assignee, subtenant, transferee or user for the performance of all of the terms, obligations and conditions of the Lease and shall not be released from performing any of same, except that in case of an assignment to the Landlord, the Tenant’s liability shall cease on the effective date of the assignment for all liability under the Lease arising thereafter.

Fifty percent (50%) of any profits on the rentals made by Tenant, net of real estate fees, commissions, legal or other costs, free-rent or tenant improvement allowances, as a result of any assignment, sublet or use of the Premises shall be remitted to Landlord.

Tenant agrees to grant to Landlord a charge on all amounts payable by a subtenant pursuant to any sublease of the Premises and undertakes to sign and execute any further agreement, document or statement which may be necessary in order to give effect to this security and to register same in the appropriate registers.

Tenant shall pay $500.00 in total as Additional Rent to Landlord for the processing of any request for consent under this Article 13. Landlord shall prepare any agreement or other documentation to be executed by the parties to give effect to Landlord’s consent as contemplated herein.

13.3 Change in Control

Any sale(s) of 50% or more of the capital or voting stock of Tenant (if Tenant is a non-public corporation) or transfer(s) of 50% or more of Tenant’s partnership interest (if Tenant is a partnership) shall be deemed to be an assignment of the Lease. As used in the preceding sentence, the word “Tenant” shall also mean any entity which has guaranteed Tenant’s obligations under the Lease and the prohibition hereof shall be applicable to any sales or transfers of the stock or partnership interest of said surety.

Upon Landlord’s request, Tenant shall deliver a solemn declaration by one of its officers designated by Landlord setting forth the details of its corporate and capital structure.

13.4 Advertising of Premises

Tenant shall not advertise or allow any agent, broker, or other person to advertise the Premises as being available for lease without the approval by Landlord of the form and content of such advertisement which shall not mention any financial terms.

ARTICLE 14: SUBORDINATION AND STATUS STATEMENT

14.1 Subordination

The Lease and all rights of Tenant hereunder shall be subject and subordinate at all times to the Security and any and all underlying leases, mortgages, hypothecs or trust deeds affecting the Building or the Land which have been executed or which may at any time hereafter be executed, and any and all extensions and renewals thereof and substitutions therefore provided the holder of such leases,

mortgages, hypothecs or trust deeds agree not to disturb the Tenant’s possession of the Premises pursuant to the lease except as permitted by the Lease. Landlord shall use its reasonable effort to obtain from the holder of such leases, mortgages, hypothecs or trust deeds, a non disturbance agreement in a form acceptable to Landlord and such lender.

Tenant agrees that, if by reason of a default upon the part of Landlord as lessee under any underlying lease in the performance of any of the terms or provisions of such underlying lease or by reason of a default under the Security or by reason of a default upon the part of the owner of the Land under the Security or under any mortgage, hypothec or trust deed to which the Lease is subject or subordinate, the Landlord’s and/or such owner’s estate is terminated, it will attorn to the lessor under such underlying lease or to the Trustee under the Security or to the acquirer of the Landlord’s interest under such underlying lease or to the acquirer of the Building pursuant to any action taken under the Security or any such security, mortgage or hypothec, and will recognize such lessor, the Trustee or such acquirer, as Tenant’s landlord under the Lease provided any such the person agrees not to disturb the Tenant’s possession of the Premises pursuant to the lease except as permitted by the Lease.

Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Landlord or of the lessor under any such underlying lease, or of the Trustee under the Security or of the holder of any such mortgage or hypothec, any instrument which may be necessary or appropriate to evidence such subordination of the Lease to the Security or to any or all leases, mortgages, hypothecs or trust deeds as aforementioned on such attornment.

14.2 Status Statement

Tenant, upon not less than 10 days’ prior Notice from Landlord, shall execute, acknowledge and deliver to Landlord and, at Landlord’s request, addressed to any prospective purchaser, ground or underlying lessor or creditor under a mortgage or hypothec of the Building or the Land, a certificate of Tenant stating:

(a)

that Tenant has accepted the Premises, or, if Tenant has not done so, that Tenant has not accepted the Premises and specifying the reasons therefor;

(b)

the Commencement Date and Expiration Date of the Lease;

(c)

that the Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications;

(d)

whether or not there are then existing any defenses against the enforcement of any of the obligations of Tenant under the Lease and, if so, specifying the same;

(e)

whether or not there are then existing any defaults by Landlord in the performance of its obligations under the Lease, and, if so, specifying the same;

(f)

the dates, if any, to which the Rent and other charges under the Lease have been paid; and

(g)

any other information which may reasonably be required by any such persons.

It is intended that any such certificate of Tenant delivered pursuant to this Section 14.2 may be relied upon by the Trustee or any prospective purchaser or Mortgagee.

ARTICLE 15: DEFAULT AND RECOURSES

15.1 Default

The occurrence of any of the following events shall constitute a default by Tenant:

(a)

if any item of Rent is not paid on its due date 5 days after notice thereof has been given to the Tenant;

(b)

if Tenant assigns, transfers or encumbers the Lease or sublets or permits the use of the Premises by others except in a manner permitted in the Lease;

(c)

if Tenant vacates or abandons the Premises prior to the expiry of the Lease or fails to take possession of the Premises as required by the Lease;

(d)

if the whole or a substantial portion of the property of Tenant on the Premises is seized before or after judgment or taken in execution or attachment by a creditor of Tenant or any third party;

(e)

if Tenant or the Surety (if any) makes an assignment for the benefit of creditors; if a receiver-manager is appointed to control the conduct of the business on or from the Premises; if Tenant or the Surety (if any) becomes bankrupt or insolvent or takes the benefit of any act now or hereafter in force for bankrupt or insolvent debtors; or if an order is made for the winding-up of Tenant or the Surety (if any) and such order remains uncontested for 5 business days;

(f)

intentionally deleted;

(g)

if Tenant fails to perform any of its other obligations under the Lease and fails to cure the default within 15 days of the giving of the Notice of default sent by Landlord or any other delay deemed appropriate, Landlord acting reasonably.

15.2 Landlord’s Recourses

15.2.1 Interest and Costs The Tenant shall pay monthly to the Landlord interest at the Prime Rate plus two percent (2%) on all Rent required to be paid hereunder from the due date for payment thereof until the same is fully paid and satisfied. The Tenant shall indemnify the Landlord against all costs and charges (including legal fees) lawfully and reasonably incurred in enforcing payment thereof and in obtaining possession of the Premises after an event of default, or upon expiration or earlier termination of the Term of this Lease or in enforcing any covenant, proviso or agreement of the Tenant herein contained.

15.2.2 Right to Re-Enter Whenever there is an event of default, then and in any of such cases, the then current month’s Rent, together with the Rent for the three (3) months next ensuing shall immediately become due and payable and at the option of the Landlord, the Term shall become forfeited and void, and the Landlord may without notice or any form of legal process whatsoever forthwith re-enter upon the Premises or any part thereof in the name of the whole and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding. Notwithstanding such forfeiture the Landlord shall have the right to recover arrears of Rent or damages for any prior default by the Tenant of its covenants, obligations or agreements under this Lease or any term or condition of this Lease and provided further that notwithstanding any such forfeiture the Landlord shall have the right to recover from the Tenant damages including damages for loss of future Rent suffered by reason of this Lease having been prematurely determined.

15.2.3 Right to Relet In case of an event of default, the Landlord may from time to time without terminating this Lease relet the Premises or any part thereof as agent for the Tenant. In the case of any such reletting:

(a)

the Landlord may make such alterations and repairs as may be necessary in order to relet the Premises;

(b)

the Landlord may relet the Premises for such term or terms (which may be for a term extending beyond the Term of this Lease) and at such rental or rentals and upon such other terms and conditions as the Landlord in its sole discretion may deem advisable;

(c)

all rentals received by the Landlord from such reletting shall be applied:

(i)

first, to the payment of any indebtedness other than Rent due hereunder from the Tenant to the Landlord;

(ii)

second, to the repayment of any costs and expenses of such reletting, including brokerage fees and solicitors’ fees and the costs of such alterations and repairs;

(iii)

third, to the payment of Rent due and unpaid hereunder; and

(iv)

the residue, if any, shall be held by the Landlord and applied in payment of future Rent as the same may become due and payable hereunder.

If the rentals received from such reletting during any month are less than the Rent to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency to the Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding such reletting, the Landlord shall have the right to recover from the Tenant all damages incurred by the Landlord as a result of the Tenant’s breach including all costs of recovering and reletting the Premises. No such re-entry or taking possession of the Premises by the Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to the Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should the Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from the Tenant all damages it may incur by reason of such breach, including the cost of recovering and reletting the Premises and damages for loss of future Rent.

15.2.4 Legal Expenses

Intentionally deleted.

15.2.5 The Landlord May Perform Covenants If the Tenant shall fail to perform any of its covenants or obligations under or in respect of this Lease, the Landlord may from time to time at its discretion, perform or cause to be performed any of such covenants or obligations, or any part thereof, and for such purpose may do such things upon or in respect of the Premises or any part thereof as the Landlord may consider requisite or necessary.

All expenses incurred and expenditures made by or on behalf of the Landlord under this section shall be forthwith paid by the Tenant and if the Tenant fails to pay the same, the Landlord may add the same to the Rent and recover the same by all remedies available to the Landlord for the recovery of Rent in arrears.

15.2.6 Landlord May Follow Chattels Provided that in the case of removal by the Tenant of the goods and chattels of the Tenant from the Premises, the Landlord may follow the same for thirty (30) days in the same manner as is provided for in the Landlord and Tenant Act (Ontario), as amended, or in any other Statute which may hereafter be passed to take the place of the said Act or to amend the same.

15.2.7 Waiver of Exemptions The Tenant hereby covenants and agrees with the Landlord in consideration of the Premises and of the leasing and letting by the Landlord to the Tenant of the Premises for the Term hereby created (and it is upon that express understanding that these presents are entered into) that notwithstanding anything contained in the Landlord and Tenant Act (Ontario) as, amended, or in any other Statute which may hereafter be passed to take the place of the said Act or to amend the same, none of the goods or chattels of the said Tenant at any time during the continuance of the Term hereby created on the Premises shall be exempt from levy by distress for Rent in arrears by the Tenant as provided for by any section or sections of the said Act, or any amendment or amendments thereto, and that upon any claim being made for such exemption by the Tenant or on distress being made by the Landlord this covenant and agreement may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying upon any such goods as are named as exempted in said section or sections or amendment or amendments thereto, the Tenant waiving as the Tenant hereby does, all and every benefit that could or might have accrued to the Tenant under and by virtue of the said section or sections of the said Act or any amendment or amendments thereto but for this covenant.

ARTICLE 16: MISCELLANEOUS

16.1 Rules and Regulations

Tenant shall comply with all Rules and Regulations, and reasonable amendments thereto, adopted by Landlord for the more efficient and proper operation of the Building, including those set out in Schedule “E”. Landlord shall give Tenant Notice of any amendment to the Rules and Regulations. Such Rules and Regulations may differentiate between different types of businesses in the Building. Landlord shall have no obligation to enforce any rule or regulation or the provisions of any other lease against any other tenant, and Landlord shall have no liability to Tenant with respect thereto. Such Rules and Regulations may regulate Tenant’s conduct, but shall not interfere with Tenant’s ability to conduct its business in an efficient and effective manner or its other rights under this Lease.

16.2 Timeliness

Landlord may, unless expressly stated otherwise, exercise and enforce his respective rights under the Lease at any time and from time to time.

16.3 Expiration of the Term

The Lease shall terminate ipso facto and without notice or demand on the Expiration Date and any continued occupation of the Premises by Tenant shall not have the effect of extending the period or of renewing the Lease for any period of time, the whole notwithstanding any provisions of law and Tenant shall be presumed to occupy the Premises against the will of Landlord who shall thereupon be entitled to make use of any and all remedies by law provided for the expulsion of Tenant and for damages, provided, however, that the provisions of Section 16.4 shall apply in the event of such continued occupation by Tenant.

16.4 No Tacit Renewal

If Tenant remains in possession of the Premises after the end of the Term with or without the consent of Landlord but without having executed and delivered a new lease, there shall be no tacit renewal of this Lease notwithstanding any statutory provisions or legal presumption to the contrary, and Tenant shall be deemed to be occupying the Premises as a tenant from month to month at a monthly Minimum Rent payable in advance on the first day of each month equal to 150% of the amount of Minimum Rent payable during the last month of the Term and otherwise, upon the terms and conditions set forth in this Lease (including Additional Rent), so far as these are applicable to a monthly tenancy.

16.5 Successors

All rights and liabilities herein granted to or imposed upon the respective parties hereto extend to and bind the successors and assigns of Landlord and the heirs, executors, administrators and permitted successors and assigns of Tenant, as the case may be. If there is more than one Tenant, each one of them shall be bound jointly and severally with the others towards Landlord for the performance of and shall be subject to all of the terms, obligations and conditions herein.

16.6 Tenant Partnership

If Tenant is a partnership, each Person who is presently a member of the partnership and each Person who becomes a member of any successor partnership hereafter shall be and continue to be bound jointly and severally for the performance of and shall be and continue to be subject to all of the terms, obligations and conditions of this Lease, whether or not such Person ceases to be a member of such partnership or successor partnership.

16.7 No Partnership

Notwithstanding any provisions of the Lease, nothing in the Lease shall be construed as constituting any partnership, joint venture or any other relationship other than the relationship of Landlord and Tenant.

16.8 No Waiver

Failure of Landlord to insist upon the performance of any obligation under the Lease and to exercise any right contained in the Lease shall not be construed as a waiver or relinquishment of any such obligation or right. Landlord’s acceptance of Rent or a partial payment thereof after a default is not a waiver of any preceding or ensuing default under this Lease even if Landlord knows of the preceding or ensuing default at the time of acceptance of the Rent.

16.9 Compliance With Laws

Tenant shall comply with the requirements of all applicable Laws, relating to the Premises or their use, occupation, repair or alteration, and also with the requirements of any company which insures Landlord or Tenant.

16.10 Force Majeure

Notwithstanding anything to the contrary contained in the Lease, if either party hereto is bona fide delayed or hindered in or prevented from the performance of any term, obligation or act required hereunder by reason of strikes, labour troubles, inability to procure materials or services, power failure, restrictive governmental Laws or regulations, riots, insurrection, sabotage, rebellion, war, act of God or other reason which is beyond the control of the party so delayed, hindered or prevented, then performance of such term, obligation or act shall be excused for the period of the delay and the party shall be entitled to perform such term, obligation or act within the appropriate time period after the expiration of the period of such delay. However, the provisions of this Section are not meant to excuse Tenant from the prompt payment of Minimum Rent or Additional Rent or from any other payments required by the Lease.

16.11 Decision of Expert

The decision of any Expert whenever provided for under this Lease and any certificate related thereto shall be final and binding upon the parties.

16.12 Notices

For the purposes of this Lease, the term “Notice” means any notice, request, demand, or other instrument given pursuant to this Lease.

Any Notice shall be in writing and may be delivered in person or sent by registered mail, messenger or bailiff with proof of delivery and shall be addressed:

(a) if to Landlord, at the address set out in Section 1.10;

or to such other Person or at such other address as designated by Landlord’s Notice, and

(b) if to Tenant, at the Premises.

Any such Notice shall be conclusively deemed to have been given or made on the day upon which such Notice is delivered in person or if sent by registered mail, messenger of bailiff, at the date appearing on the proof of delivery. Either party may at any time give Notice to the other of any change of address of the party giving such Notice and from and after the giving of such Notice, the address therein specified shall be deemed to be the address of such party for the giving of Notices hereunder.

16.13 Registration

This Lease may be registered in its abridged version prepared by Tenant at its own cost provided such abridged lease does not contain any of the financial terms and conditions of the Lease and that Landlord has approved such abridged lease prior to its publication. Should the Lease be published as aforesaid, Tenant shall, at the termination thereof, cause same to be cancelled at its expense, failing which Landlord will have the right to cause such cancellation and charge Tenant with the Landlord’s Costs of same.

16.14 Assignment by Landlord

In the event of the sale or lease by Landlord of the Building, or of any part thereof, or the assignment by Landlord of this Lease or any interest of Landlord hereunder, Landlord shall be released of all liability with respect to all obligations of Landlord pursuant to the Lease to the extent that the transferee agrees in writing to be bound by this Lease. It shall be deemed and construed without further agreement between the parties, or their successors in interest, or between the parties and the transferee or acquiree of any such sale, lease or assignment, that the transferee, acquiree or lessee has assumed and agreed to carry out any and all of the obligations of Landlord under the Lease to Landlord’s exoneration, and Tenant shall thereafter be bound to such transferee, acquiree or lessee, as the case may be, as landlord under the Lease.

16.15 No Broker

Tenant represents and warrants to Landlord that no broker or agent negotiated or was instrumental in consummating the Lease.

16.16 Governing Law

This Lease shall be construed and governed by the laws of the Province of Ontario and any federal Laws applicable therein. Should any provisions of this Lease or of its conditions be illegal or not enforceable under the Laws of such province it or they shall be considered severable and the Lease and its conditions shall remain in force and be binding upon the parties as though the said provision or provisions had never been included. Any dispute arising out of the interpretation or application of any provisions of this Lease shall be decided by the appropriate tribunals located in province of Ontario.

16.17 Schedules

The schedules set out at length in the following pages form an integral part of the Lease and consist of the following:


Schedule “A” -		Floor plan

Schedule “B” -		Intentionally deleted

Schedule “C” -		Defined Terms

Schedule “D” -		Utilities and Services

Schedule “E” -		Rules and Regulations

Schedule “F” -		Intentionally deleted

Schedule “G” -		Intentionally deleted

Schedule “H” -		Intentionally deleted

Schedule “I” -		Bell’s and Andersen’s Exclusivities

Schedule “J” -		Landlord’s base Building Work.

ARTICLE 17: SPECIAL CONDITIONS

17.1 Condition of the Premises

Subject to section 17.3, the Premises are being delivered to the Tenant on an “as is “ basis. The Tenant acknowledges having examined the Premises and being satisfied therewith. Tenant acknowledges that it will perform and assume all cost related to any and all work to be done within the Premises, to the complete exoneration of Landlord.

17.2 Fixturing Period

During the period from the signing of this Lease to June 30, 1999, the Tenant shall be permitted to have occupancy of the leased Premises whether exclusively or in common with the Landlord, its contractors, sub-contractors or employees, in order to do the Tenant’s Improvements and Landlord’s Base Building Work. The Tenant shall be bound by all the provisions of the Lease saving those requiring the payment of Minimum Rent or the Tenant’s Proportionate Share of Operating Expenses.

17.3 Landlord’s Base Building Work

The Landlord will, at its cost, provide Landlord’s Base Building Work as set out in Schedule I hereof. Landlord and Tenant shall have joint access (not interfering with each other) to the Premises as of April 1 ^st , 1999 to complete Landlord’s Base Building Work and Tenant’s Improvements. Where possible, Landlord shall complete Landlord’s Base Building Work no later than May 1 ^st , 1999.

17.4 Tenant’s Improvements

The Tenant shall at its sole expense, perform all the work and provide all the necessary material and equipment to render the Premises complete and to permit the Tenant to occupy the Premises in accordance with this Lease. Any alterations or improvements carried out in the Premises shall be effected at the sole expense of Tenant and at the complete exoneration of Landlord, and shall only be undertaken after plans and specifications for the same have been submitted to Landlord for Landlord’s approval and have been approved in writing, which approval shall not be unreasonably withheld. all work required for the Premises, other than those items expressly included in the Landlord’s Base Building Work, will be provided by the Tenant at its expense. The Tenant shall not be responsible to pay any supervision or administration fees to the Landlord for Tenant’s Improvements or any subsequent work. The Landlord shall have an opportunity to bid on the construction and project management services required. A list of pre-approved contractors and professionals is to be supplied by the Landlord.

17.5 Landlord’s Contribution Towards Tenant’s Improvements

Provided Tenant has signed the present Lease and is not in default under any of the provisions of said Lease, the Landlord shall contribute towards the cost of Tenant’s Improvements, installed by or on behalf of the Tenant, up to a maximum of Twenty Dollars ($20.00) per square foot of the Gross Rentable Area plus applicable Goods and Services Tax. Such contribution shall be payable to the Tenant progressively to match Tenant’s contractors’ invoices and Landlord shall benefit from any holdback provisions (being at least ten percent (10%). Such holdback shall be payable to Tenant upon proof of payment by the Tenant. Upon payments, the Tenant shall furnish evidence satisfactory to the Landlord of such installation as well as a statutory declaration confirming that all work and materials have been paid in full and the provisions of the Construction Lien Act have been complied with.

Should the Tenant’s Improvements be less than Twenty Dollars ($20.00) per square foot of Gross Rentable Area, the balance of the Landlord’s Contribution shall be credited to the Tenant’s rental account.

17.6 Option to Renew

Provided the Tenant is not then in default under any of the provisions of this Lease, the Tenant shall have one (1) option to renew this Lease with respect to the Premises and any additional space leased for an additional term of five (5) years on the same terms and conditions, save only for the Minimum Rent, any Landlord’s Contribution and any further option to renew. The Minimum Rent during the renewal period will be the fair market rent for renewals, taking into account all economic inducements and rent for comparable premises in comparable buildings as agreed between the parties, and failing such agreement, as determined by arbitration pursuant to the Arbitration Act , Ontario. To exercise this Option to Renew, the Tenant shall give written notice to the Landlord no later than nine (9) months prior to the date of expiry of the current Term. The Tenant shall not have the right to assign this option to renew except in conjunction with the permitted assignment of all of its rights under the Lease.

17.7 Right of First Refusal

Provided the Tenant is not in default under any provisions of this Lease and subject to any pre-existing rights granted or to be granted to Gowlings, Strathy & Hendersen (such granting to occur no later than August 31, 1999) or pre-existing rights granted to other tenants under leases existing at April 6, 1999, the Landlord hereby grants to the Tenant a right of first refusal to lease, during the Term or any renewal thereof, any adjoining space that may become available to be leased, on the terms and conditions of a bona fide offer to lease acceptable to the Landlord received from an arm’s length party. The Landlord agrees to deliver a true copy of any such bona fide offer to the Tenant with all reference to the third party tenant being removed. The Tenant shall have five (5) business days from the date of receipt within which to exercise the right of first refusal to lease the adjoining space referred to in the offer. This right may be exercised by the Tenant’s delivering a Notice in writing of its acceptance of the terms of the offer to the Landlord, whereupon a binding agreement to lease such premises shall exist between the Landlord and the Tenant.

If the Tenant does not so exercise this right of first refusal to lease the premises, the premises may thereafter be leased by the Landlord to the person identified in the bona fide offer and subject to the terms and conditions contained therein, but not otherwise, and if the Landlord and the third party fail to enter into a lease on the terms of the offer within ninety (90) days of the giving of the notice to the Tenant, the provisions of this section shall apply again and so on from time to time. The Tenant shall not have the right to assign this right of refusal to lease adjoining space except in conjunction with a permitted assignment of all its rights under the Lease.

17.8 Parking

The Landlord shall provide to the Tenant during the Term of this Lease, fourteen (14) non-reserved parking stalls for use by the Tenant and its employees and staff in the ten (10) story parking facility at the rear of the Building. Rental for such stalls shall be at the prevailing market rate (currently One Hundred and Forty-Five Dollars ($145.00), each, per month, payable in advance on the 1 ^st day of each and every month during the Term of the Lease and any renewal thereof. Not withstanding the foregoing, the Tenant may take less than fourteen (14) parking stalls initially and any further stall requested by Tenant shall be subject to availability, but not to exceed fourteen (14). Additional stalls may be available on a monthly basis, subject to availability. Landlord endeavours to favor existing tenants of the Building over third party parkers from outside the Building.

17.9 Separate Listing in Directory

The Tenant shall be entitled to two (2) entries on the Building directory. Tenant shall pay for any additional entry.

17.10 Year 2000 Compliance

Landlord shall be responsible for Year 2000 compliance of all services furnished by Landlord to Tenant pursuant to this Lease. If Landlord obtains actual knowledge that any of those services are not Year 2000 compliant, Landlord shall promptly take such measures as are appropriate to cause those services to become Year 2000 compliant, but Landlord shall have no obligations with respect to any failure of its services that arise because third party systems not under its control are not Year 2000 compliant.

17.11 Landlord’s Repairs

The Landlord shall make repairs from time to time as necessary at its costs, not to be recovered by way of Operating Expenses (unless such repairs are minor in nature), to the structural elements of the Building, including without limitation the roof, roof membrane, support beams, weight-bearing walls, foundation, exterior cladding and masonry.

17.12 Generator Usage

The Tenant shall have the right to connect, at its costs, to the Landlord’s existing generator for the purposes of back-up power to a maximum capacity of twenty (20) kw. Tenant shall pay associated standby charges as well as maintenance fees and operating costs. Tenant shall also be responsible for any required UPS systems.

17.13 HVAC Hours and Tariffs

The Landlord agrees that the HVAC Hours of Operation for the Building will be:


Monday - Friday	7:00 am	TO	7:00 pm
Saturday	10:00 am	TO	4:00 pm

Should the Tenant require HVAC services outside of these hours, the Landlord will provide such service at a rate of Twenty-Three Dollars ($23.00) per hour. This hourly rate may be adjusted by the Landlord, from time to time, acting reasonably.

17.14 Exclusivity

Subject to prior rights granted, the Tenant shall have the right to be the only tenant on the floor in the business of giving instructor-led computer training courses during the Term of this Lease or any renewal thereof. Provided Tenant is not in default under this Lease, the Landlord will not lease or accept to sublease any office space in the Building to PPI, Learnquest, GP Learning or CDI Corporate Education Services.

17.15 Non Disturbance Agreement

The Landlord shall use reasonable efforts to obtain in favour of the Tenant, a non-disturbance agreement from the holders of mortgages or charges on the Building in a form acceptable to said lenders.

17.16 Option to lease Storage Space

17.16.1 Subject to availability, Tenant shall have the option to lease from Landlord during the Term of the lease, for tenants exclusive use and occupancy, approximately seventy (70) square feet of storage space near the loading facilities in the Building, the exact location to be determined by Landlord.

17.16.2 The annual rent for such storage space shall be calculated at the market rental rate plus the Goods and Services Tax (G.S.T.)

17.16.3 Provided Tenant is not in default in virtue of the Lease and in the event Tenant exercises its option to renew pursuant to Article 17.6 hereof, the said option to renew shall apply to such storage space. The rent for the storage space for the Renewal Period shall be negotiated between parties hereto at such time.

17.16.4 Any right granted under this Article 17.16 shall be deemed to be a personal right of Tenant and shall not otherwise be assignable or transferable by Tenant nor shall it pass to or devolve upon any assignee or transferee of this Lease or of the rights granted thereby or subtenant of the whole or a portion of the premises.

ARTICLE 18: ACKNOWLEDGMENT AND SIGNATURES

THE PARTIES HERETO ACKNOWLEDGE AND DECLARE THAT ALL CLAUSES OF THE LEASE, INCLUDING THE ATTACHED SCHEDULES, HAVE BEEN DISCUSSED AND NEGOTIATED FREELY BETWEEN THEM AND THAT EACH PARTY HAS RECEIVED ALL NECESSARY LEGAL ADVICE FROM A LEGAL COUNSEL OF ITS CHOICE BEFORE SIGNING AND EXECUTING THE LEASE.

SCHEDULE “C”

DEFINED TERMS

1.	“Additional Rent” means all sums of money, other than Minimum Rent, payable by Tenant pursuant to the Lease.

“Authorized Use” means general office use or training facility or both, subject to Bell Canada’s and Andersen Consulting’s exclusivities. Notwithstanding the above, the delivery of the telecom training by instructors or computer based training would be an authorized use. As well the complimentary offering of continental breakfast in the morning, and afternoon snack, afternoon wine and cheese and unlimited beverages during the day for staff and clientèle would be an authorized use, and no other use and, as a further limitation to the specific purpose herein set forth, Tenant further agrees that the Premises shall not be used for the operation of any of the following:

(a)

any business which is or is similar to the business carried on by a bank, or by a trust, acceptance or loan corporation, or by a corporation or organization engaged in the business of accepting money or deposit or lending money; or

(b)

a telecommunications common carrier, as defined in the Telecommunications Act (Canada) or any business or enterprise involved in or dealing with telecommunications; or

(c)

any business offering management consulting or systems integrator services;

(d)

a restaurant, cafeteria, or cocktail lounge business or the sale or delivery of food or beverages; or

(e)

any other activities restricted by the Rules and Regulations.

3.	“Broker” means the broker set forth in Section 1.11 of the Summary Provisions.

4.	“Building” shall refer to the Land and to the whole of the buildings, structures, improvements, machinery, equipment and Common Areas erected or installed on the Land, including the buildings currently bearing the civic address(es) of 160 Elgin Street, Ottawa.

“Business Taxes” means, ((a) all business, service, water and other taxes, rates, duties, assessments and other charges that are imposed against or in respect of the Improvements, equipment and facilities of Tenant on or in the Premises or the Building or any part of either of them or Landlord on account of its ownership of or interests in either of them; and ((b) every tax and license fee that is imposed against or in respect of business carried on in the Premises or in respect of the use or occupancy of the Premises or any part of the Building by Tenant or its subtenants or licensees, or against Landlord on account of its ownership of the Premises or the Building.

“Capital Taxes” means an amount of the tax imposed by the federal and provincial tax authorities upon Landlord, or the owner(s) of the Building, (and if the owner or one of the owners is a partnership, upon the partners of such partnership), which is measured by or based in whole or in part upon the capital, surplus, reserves or indebtedness of such Landlord, owner(s) or partner(s), and including without limitation any taxes on large corporations.

7.	“Commencement Date” means the following date:

July 1 ^st , 1999.

“Common Areas” means all areas, facilities, systems, improvements or equipment which Landlord provides or designates to service the Building or which are intended for the common use or enjoyment of the tenants of the Building. Common Areas may or may not be located in the Building and shall include, without limitation, roadways, walkways, sidewalks, landscaped areas, plazas, lobbies, washrooms available for use of tenants and/or public, open or enclosed pedestrian malls, courts, arcades, tunnels, bridges, truck courts, common loading areas and delivery facilities, driveways, customers and service ramps, stairways, escalators and elevators available for use by the public or by tenants generally, fire detection, fire prevention and communication facilities, common pipes, electrical, plumbing and other common mechanical and electrical installations, equipment, and services, public seating facilities, and all other areas and facilities from time to time provided, designated, or made available by Landlord for the use of Tenant and other tenants or members of the public, Landlord expressly reserving the right to eliminate, substitute or rearrange any or all of the areas so provided and designated without claim by Tenant in respect of any such elimination, substitution or rearrangement.

9.	“Environmental Laws” means the Laws exclusively or partially governing the environment and its protection or conservation.

10.	“Expert” means any professional consultant appointed by Landlord who, in the reasonable opinion of Landlord, is qualified to perform the specified function and where necessary is licensed to perform a specified function in the Province of Ontario.

11.	“Expiration Date” means the date set forth in Section 1.4 of the Summary Provisions.

12.	“Gross Rentable Area” or “GRA” means, in connection with the Premises, the area of the Premises expressed in square feet (or square meters) and measured in accordance with BOMA (ANSI Z65.1-1996) standards of measurement.

13.

“Improvements” means any alterations, repairs, works, replacements, changes, additions or improvements, including, without limitation any connection of apparatus to the electrical system (other than a connection to an existing duplex receptacle), to the plumbing lines, to the heating, the air-conditioning or the sprinkler system or any installation of electrical sub-meters.

14.

“Land” shall refer to ALL AND SINGULAR that certain parcel or tract of land and premises, situate, lying and being in the City of Ottawa, Regional Municipality of Ottawa-Carleton, and being lot 50 Plan 2996, south side of Gloucester Street; Lots 50, 51, 52, 53 54, 55, 56 and 57 Plan 2996, north side of Nepean Street; Lot A Plan 4556, west side of Elgin Street; and Lots 50, 51, 52, 53, 54, 55, 56 and 57 Plan 4556, south side of Gloucester Street, City of Ottawa, Regional Municipality of Ottawa-Carleton (save and except the lands described in Instrument No. CR571759).

15.	“Landlord” means TRIZEC HAHN CORPORATION , as agent for Telcom Properties Ltd., and its successors and assigns.

16.	“Landlord’s Costs” means with respect to any cost incurred by Landlord, the actual amount thereof plus 15% thereof on account of management and overhead.

17.	“Laws” means:

(a)

constitutions, treaties, acts, codes, ordinances, orders, decrees, edicts, rules, by-laws and regulations, whether municipal, provincial, federal, national, international, foreign or other;

(b)

judgments, orders, writs, injunctions, rulings, decrees, ordinances and sentences of a tribunal, court, a government agency or a regulation department;

(c)

policies, voluntary restraints, practices or guidelines of a government agency; and

(d)

all provisions of the foregoing,

which bind or affect the party or Person mentioned therein. The term “Laws” includes Environmental Laws.

18.	“Lease” refers to the present Agreement of Net Lease.

19.	“Minimum Rent” means the minimum rent set forth in Section 1.5 and subject to adjustment as set forth in Section 3.2.

20.	“Mortgagee” means a hypothecary or mortgage creditor (including a trustee for bondholders) of the Landlord holding securities against the Building or part of it or a ground or underlying lessor.

21.	“Normal Business Hours” means such hours on such days as Landlord determines and being, on the date hereof, from 8:00 A.M. to 5:00 P.M. of each business day (Sunday and holidays excluded) and from 8:00 A.M. to 12:30 P.M. on Saturday.

22.	“Notice” has the meaning set forth in Section 16.12.

23.	“Operating Expenses” shall mean all costs incurred by Landlord in the management, operation, maintenance, repair, replacement, insurance, or supervision of the Building and the Common Areas, including without limitation, the following:

(a)

salaries, benefits, pensions and related personnel costs and taxes for employees of Landlord engaged in the management, supervision, maintenance, operation, repair, security or replacement of the Building and all service contracts (other than management contracts) as well as the fair market rental value of space (in the Building or in another building) that is used by Landlord or its agent or contractor in connection with the maintenance, repair, administration and management of the Building and any taxes related thereto;

(b)

telephone, telecopier and stationary;

(c)

cleaning, building and cleaning supplies, uniforms and dry cleaning, cleaning of windows and exterior curtain wall;

(d)

snow removal, landscaping, and lighting in the Common Areas;

(e)

garbage waste collection and disposal;

(f)

electricity, water, steam and other utilities, except as chargeable separately to Tenant under the Lease, and any taxes on utilities which are not recoverable from Tenant under other provisions of the Lease, and not recoverable from other tenants;

(g)

policing and security;

(h)

rental of any equipment, signs and decorations;

(i)

non-capital costs of heating, ventilating and air-conditioning the Building, including without limitation the cost of operating, repairing, maintaining, replacing and inspecting the machinery, equipment and other facilities, and the cost of providing condenser water from cooling towers for the HVAC equipment;

(j)

insurance as may be carried by Landlord, such costs to include without limitation premiums, deductibles and other related charges, in respect of or attributable to the Building or related thereto including without limitation all risk insurance against fire and other perils and liabilities regarding casualties, injuries and damages, boiler and machinery insurance and rental income insurance;

(k)

conservation of energy programs referred to in Schedule “D”;

(l)

depreciation or amortization (on a straight-line basis over the useful life or such other period as reasonably determined by Landlord) of the costs of:

(i)

all capitalized machinery, equipment, or supplies owned by Landlord and used exclusively for the Building;

(ii)

replacements of all facilities serving or comprising the Building which by their nature require periodic replacement and which are not charged fully in the Rental Year in which they are incurred; and

(iii)

repairs, modifications and Improvements permitted to be charged as Operating Expenses under this Lease which are not charged fully during the Rental Year in which they are incurred.

(m)

interest calculated at three percentage (3%) points above the average Prime Rate upon the unamortized portion of the cost of all such items being amortized or depreciated;

(n)

repairs, replacements, modernization, additional equipment or Improvements required by law or by Landlord’s insurers or which, in Landlord’s reasonable opinion, may reduce Operating Expenses or are for the benefit and safety of Building users;

(o)

professional fees except as they relate to the management or leasing of the Building;

(p)

Capital Taxes as Landlord shall allocate to the Building;

(q)

any Taxes not otherwise charged directly to Tenant;

(r)

repairs, maintenance and replacements of every nature to the Building (excluding those referred to in section 10.10 of the Lease);

(s)

an administration fee of 15% of such total costs (excluding Real Estate taxes).

24.	“Person” includes any individual, firm, partnership, corporation or other entity or any combination thereof.

25.	“Premises” means those certain premises described in Section 1.1, with all Improvements, installations and equipment which are attached thereto at the Commencement Date or during the Term.

26.	“Prime Rate” means the rate of interest announced by the Royal Bank of Canada as its prime rate for commercial corporate borrowers of demand loans in Canadian dollars.

27.	“Proportionate Share of Operating Expenses” means the percentage set forth in Section 1.6, subject to Landlord’s adjustment, and is based on a proportion established by Landlord between Gross Rentable Area for the Premises and the Gross Rentable Area for the Building.

28.	“Proportionate Share of Taxes” means the percentage set forth in Section 1.7, subject to Landlord’s adjustment and is based on a proportion established by Landlord between Gross Rentable Area for the Premises and the Gross Rentable Area for the Building.

29.	“Rent” means all sums of money payable by Tenant pursuant to the Lease.

30.

“Rental Year” means the calendar year. However, the first Rental Year shall mean the period from the Commencement Date to December thirty-first, and the final Rental Year shall mean the period from the end of the next-to-last Rental Year to the date of termination of this Lease. Landlord may by written Notice to Tenant specify an annual date upon which each subsequent Rental Year will commence, in which event the then current Rental Year for such purposes will terminate on the day preceding such date.

31.	“Rules and Regulations” means the rules and regulations adopted by Landlord pursuant to Section 16.1. The Rules and Regulations in force on the Commencement Date of the Lease are those set out in Schedule “E”.

32.

“Sales Taxes” means any and all goods and services, sales, value-added, multi-stage consumption, use Taxes (such as, without limitation, the Goods and Services Tax (G.S.T.)) and any other similar taxes imposed on Landlord or Tenant with respect to Rent, to the Lease, to the goods and services provided by Landlord under the Lease including without limitation the rental of the Premises or administrative services provided to Tenant or to tenants generally.

33.	“Security” means collectively the guarantees, the fixed and floating charges, mortgages, debentures or hypothecs and other security granted by Trizec Hahn Corporation, and/or Telcom Properties Ltd., their successors and assigns in favour of the Trustee.

34.	“Specified Date” means such date as may be specified by Notice from Landlord to Tenant.

35.	“Surety” NOT APPLICABLE.

36.

“Taxes” means all real estate taxes, Business Taxes, water or services taxes, rates and assessments, and other taxes, charges, duties, levies or fees imposed by any lawful authority (whether municipal, provincial, parliamentary or otherwise) against the Building or any part thereof (including any accessories and Improvements), or in respect of the Common Areas, or upon Landlord in respect thereof, including, where applicable, all taxes, surtaxes, rates, assessments, duties, levies, fees, charges and impositions, general and special, levied or imposed for schools, public betterment, general or local improvements, save and except for Landlord’s Capital Taxes (which are included in Operating Expenses) and income taxes.

If the system of taxation now in effect is altered and any new tax, surtax, or levy whatsoever is imposed or levied on the Building or its owner(s) or on revenues from the Building, in substitution for or in addition to Taxes presently levied or imposed on immovables in the City where the Building is located, the term “Taxes” shall include such new tax, surtax or levy.

Landlord shall have the right from time to time to allocate and re-allocate Taxes among areas within the Building, provided such allocations are not inconsistent with legislation dealing with assessment and taxation matter from time to time.

37.	“Tenant” means LEARNING TREE INTERNATIONAL INC. and its successors or permitted assigns.

38.	“Term” means the period starting on the Commencement Date and terminating at 11:59 p.m. on the Expiration Date, subject to the terms and conditions set forth herein.

39.	“Trustee” means CIBC Mellon Trust Company and its successors and assigns.

SCHEDULE “D”

UTILITIES AND SERVICES

1.	Cleaning

Landlord shall, Monday through Friday except holidays in each week, cause the office portion of the Premises, excluding storage areas and private washrooms, to be adequately cleaned, provided the same are kept in order by Tenant. Such cleaning may be done between the hours of 5:00 P.M. and 6:00 A.M. Windows shall be cleaned as Landlord shall determine.

2.	Elevators

(a)

Landlord shall provide and maintain in working order automatic passenger elevators for operation between the hours of 7:30 A.M. and 6:30 P.M. of each business day, except Saturdays when the hours shall be from 8:00 A.M. to 1:00 P.M., and one such passenger elevator will be subject to call at all other times. Landlord shall be under no obligation to provide operators for any such passenger elevators and the fact that Landlord may in its discretion provide operators shall in no way obligate Landlord to continue such provision.

(b)

Freight service will be provided at such hours as Landlord may designate

(c)

Tenant shall have the use of the elevators in common with others but Landlord shall not be liable for any damage caused to Tenant and its officers, agents, employees, servants, visitors or licensees by such others using the elevators in common.

3.	Electric Current

(a)

Landlord, subject to its ability to obtain the same from its principal supplier and to the needs of Landlord and co-tenants, shall cause the Premises to be supplied with electric current for lighting and power. Landlord shall permit its wires and conduits, (being normal office lighting and duplex receptacles) to be used for such purpose.

The obligation of Landlord hereunder shall be subject to any rules or regulations to the contrary of the authority providing electricity or any other municipal or governmental authority.

(b)

As an alternative to the foregoing and at Landlord’s discretion, Tenant shall arrange at its expense, directly from the authority providing the same, for the supply of electric current which Tenant shall pay for directly to such authority. Subject to the needs of Landlord and co-tenants, Landlord shall permit its wires and conduits, (being normal office lighting and duplex receptacles) to be used for such purpose.

(c)

Tenant’s use of electric current shall never exceed the safe capacity of existing electrical wiring in the Premises. Any special wires and conduits for Tenant’s special equipment and any required sub-meters shall be supplied and installed by Tenant at its expense.

(d)

At Landlord’s option, Tenant shall purchase from Landlord all lamps, bulbs and ballasts used in the Premises, and to pay for such lamps, bulbs and ballasts and the cost of installation thereof. Any such payment by Tenant shall constitute final acceptance by Tenant of the price therefor and shall be final and binding and without return for any reason.

4.	Energy Conservation

Tenant shall co-operate with Landlord and shall participate in the implementation of programs relating to the conservation of energy and recycling of any materials in the Building.

5.	Drinking Water, Towels and Other Services

At Landlord’s option, Landlord shall be the sole supplier of drinking water, towels and any other services or materials, the right to furnish any such services or materials being hereby expressly reserved to Landlord. When such services or materials shall be furnished by Landlord, prices shall be competitive and accounts therefor shall be rendered by Landlord at such time as it may elect and shall be immediately payable by Tenant as Additional Rent. Any such payment by Tenant shall constitute final acceptance by Tenant of the price therefor and shall be final and binding and without return for any reason.

In the event that Landlord should elect not to furnish any such services or materials, only persons authorized by Landlord will be permitted to furnish them to Tenant at Tenant’s sole cost and expense, and only at hours and under regulations fixed by Landlord.

6.	Heating or Air-conditioning

(a)

Landlord shall provide during the hours as stipulated in Section 17.13 of the Lease a constant supply of air that is filtered and humidified and either heated or cooled as conditions may require.

(b)

Landlord shall be under no obligation to operate the air-conditioning system in excess of what may be, in its opinion, reasonable and normal in the circumstances, provided always, however, that the obligations of Landlord hereunder shall be conditional upon the following:

(i)

Tenant keeping all exterior windows closed at all times and blinds fully drawn on all windows exposed to the sun during the cooling cycle, and keeping all registers free from obstruction so as to permit the proper flow and circulation of air therefrom.

(ii)

the average amount of electrical energy consumed by lights and machines in the Premises not exceeding two (2) Watts per square foot; and

(iii)

the occupancy of the Premises not exceeding one person per hundred square feet of space. Notwithstanding the foregoing the occupancy of the premises may exceed one (1) person per hundred square feet of space, but not more that two (2) persons per hundred square feet of space, provided Tenant assumes all additional costs associated thereto, namely HVAC and electricity.

(c)

All individual controls required by Tenant shall be installed at Tenant’s expense.

(d)

In case Landlord deems it necessary to run portions of the system through the Premises in order to serve other tenants, Tenant shall permit Landlord and its agents and contractors to perform such work in the Premises.

(e)

Nothing contained in this Schedule or in the Lease shall be deemed to create any obligation of Landlord to furnish electricity, heating, air-conditioning or any other services to Tenant to the extent these are required by the use in the Premises of special equipment such as computers or other electrical or similar equipment or by the existence in the Premises of electrical, computer, storage or equipment rooms.

SCHEDULE “E”

RULES AND REGULATIONS

Tenant shall not perform any acts or carry on any practices which may damage or injure the Premises or be a nuisance or menace to other tenants or users of the Building or make or permit any improper noises, odors, smoke or vibrations in the Building or in the Premises and shall forthwith upon request by Landlord discontinue all acts or practices in violation of this clause and repair any damage or injury caused thereby. Without limiting the generality of the foregoing, Tenant shall utilize no medium which can be heard or experienced outside the Premises.

2.	Tenant shall not cause unnecessary labour by reason of carelessness and indifference to the preservation of good order and cleanliness in the Premises and in the Building.

3.	No animals shall be brought or kept in or about the Building.

4.	Canvassing, soliciting and peddling in the Building is prohibited and Tenant shall co-operate to prevent the same.

The sidewalks, entries, passages, escalators, elevators and staircases shall not be obstructed or used by Tenant or its clerks, servants, agents, visitors or licensees for any other purpose than ingress to and egress from the Premises. Nothing shall be thrown by Tenant, its clerks, servants, agents, visitors or licensees, out of the windows or doors, or into the entries, passages, escalators, elevators or staircases of the Building. Landlord reserves entire control of the sidewalks, entries, passages, escalators, elevators, staircases, and corridors which are not expressly included within this Lease, and shall have the right to make such repairs, replacements, alterations, additions, decorations and improvements and to place such signs and appliances therein, as it may deemed advisable, provided that ingress to and egress from the Premises is not unduly impaired thereby.

6.	Tenant shall use and cause any third party to use the facilities designated by Landlord to receive, deliver, or move any material, furniture or equipment within, in or out of the Premises or the Building, as the case may be.

Landlord shall have the right to prohibit any advertising of or by Tenant, which in its opinion, tends to impair the reputation of the Building or its desirability as a building for offices or for financial, insurance and other institutions and businesses of a like nature. Upon written Notice from Landlord, Tenant shall refrain from or discontinue such advertising.

8.	No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building, (except within the Premises) except on the directories and doors of offices, and then only of such size, colour and style as Landlord shall determine and approve.

The sashes, sash-doors, windows, glass doors and the lights and skylights that reflect or admit light into the halls or other places in the Building shall not be covered or obstructed, nor shall anything, whether books, packages, flower pots or any other articles whatsoever, be placed upon or hung from the window sills. Without limiting the generality of the foregoing, Tenant shall not apply or attach to the windows of the Premises any material, substance or thing, of any nature whatsoever and shall specifically refrain from applying any film, solar or otherwise, to the said windows.

10.	Tenant shall not sell or permit the sale at retail, of newspapers, magazines, periodicals, theatre tickets, lottery tickets or such articles as are customarily sold in tobacco shops, soda fountains or lunch counters, or any other goods, wares or merchandise whatsoever, excluding software

produced by the Tenant or technology textbooks, in or from the Premises. Tenant shall not carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of the occupants of any other portion of the Building, or the business of a public barber shop or a manicuring or chiropodist business, or the business of a restaurant, a cafeteria, a cocktail lounge, or food or beverages delivery or sale, or any business other than that specifically provided for in this lease.

11.

Tenant shall not allow smoking in the interior Common Areas (including without limitation in staircases, washrooms, and emergency exits), except in areas, if any, expressly designated by Landlord for such purpose. Tenant is encouraged to adopt a similar non-smoking policy in respect of the Premises. If Tenant allows smoking in the Premises, Tenant shall be responsible for complying with all applicable Laws and for the installation, at its cost, of an adequate ventilation system, to Landlord’s satisfaction.

12.	The workmen of Landlord must be employed by Tenant at Tenant’s expense for repairs, painting, lettering, interior moving and other similar work that may be done on the Premises.

13.	Tenant shall not mark, paint, drill into or in any way deface the walls, ceilings, partitions, floors, woods, stone or iron work, or any other appurtenance to the Premises.

14.	Tenant shall not install window shades of any colour other than the typical colours from time to time approved by Landlord. Tenant shall not install curtains or venetian blinds without the approval of Landlord.

15.

Tenant shall not lay linoleum, rubber, cork or other floor covering so that the same shall come in direct contact with the floor, and if linoleum, rubber, cork or other floor covering is desired to be used, an interlining of builder’s deadening felt shall be first affixed to the floor by a paste or other adhesive which may be readily removed with water.

16.

The water and wash closets and urinals shall not be used for any other purpose than the purposes for which they were respectively constructed, and the expense of any breakage, stoppage, or damage resulting from a violation of this rule by Tenant or its clerks, agents, servants, visitors or licensees, shall be borne by Tenant.

17.	If any apparatus used or installed by Tenant requires a permit as a condition for installation, Tenant must file such permit with Landlord.

18.

All persons entering and leaving the Building between the hours of 7:00 P.M. and 8:00 A.M. on business days, and all persons entering and leaving the Building on Saturdays, Sundays and holidays, shall register with Landlord in a manner established from time to time by Landlord. Between the hours of 7:00 P.M. and 8:00 A.M. on business days, and on Saturdays, Sundays and holidays, Landlord will have the right to prevent any person from entering or leaving the Building unless provided with a key or an electronic pass to the Premises to which such person seeks entrance, or a pass issued and signed by Tenant upon the letterhead of Tenant and countersigned by Landlord. Any persons found in the Building at such times without such keys or passes will be subject to the surveillance of the employees and agents of Landlord. This rule is made for the protection of Tenant, but Landlord shall be under no responsibility for failure to enforce it.

19.

Landlord shall have power to prescribe the weight and position of safes and other heavy equipment, which shall be placed and stood only on such plank strips or skids or element of the structure, as Landlord may prescribe, to distribute the weight properly. All damage done to the Building by taking in or moving out a safe or any other Article of Tenant’s equipment or

merchandise, or due to its being on the Premises, shall be repaired at the expense of Tenant. The moving of safes shall occur only during such hours as Landlord may from time to time establish and upon previous Notice to Landlord, and the persons employed to move the safes in and out of the Building must be acceptable to Landlord. Safes will be moved through the halls and corridors only upon steel bearing plates. No freight or bulky matter of any description will be received into the Building or carried in the elevators, except during hours approved by Landlord.

20.

Notice shall be given by Tenant to Landlord with respect to Tenant’s intention to place any heavy material or thing within the Premises and all details and specifications thereof shall be supplied to Landlord’s structural engineers for its approval. Any and all engineer’s costs for consultation shall be borne by Tenant.

21.	Tenant agrees to observe all reasonable Rules and Regulations regarding the security and protection of the Building and the tenants thereof including without limitation the right of Landlord to search the Person of and/or any Article carried by any Person entering or leaving the Building.

22.

Tenant agrees that the Rules and Regulations hereinabove stipulated, and such other and further Rules and Regulations as Landlord may make, being in its judgment needful for the reputation, safety, care or cleanliness of the Building and Premises, or the operation, maintenance or protection of the Building and its equipment, or the comfort of tenants, shall be faithfully observed and performed by Tenant, and by its clerks, servants, agents, visitors and licensees. Landlord shall have the right to change said rules and to waive in writing or otherwise, any or all of the said rules in respect of any one or more tenants, and Landlord shall not be responsible to Tenant for non-observance or violation of any of said Rules and Regulations by any other tenant or other Person. The provisions of the Rules and Regulations shall not be deemed to limit any obligation or provision of this Lease to be performed or fulfilled by Tenant.

SIGNED by Landlord as of the 25th day of June 1999.


TRIZEC HAHN CORPORATION, as agent for Telcom Properties Ltd.
Landlord

Per:		/s/ William R. C. Tresham
Name:		William R.C. Tresham
		Duly authorized

Per:		/s/ Jean-Pierre Riel
Name:		Jean-Pierre Riel
		Duly authorized

SIGNED by Tenant as of the 14 day of June 1999.


LEARNING TREE INTERNATIONAL INC.
Tenant

Per:		/s/ David Booker
Name:		David Booker
Title:		President

Per:		/s/ Scott G. Elliott
Name:		Scott G. Elliott
Title:		Controller

SCHEDULE “I”

BELL’S AND ANDERSEN’S EXCLUSIVITIES

EXCLUSIVITIES

ANDERSEN CONSULTING

Provided that Tenant is not in default under this Lease and provided further that Tenant is itself in occupancy of at least two (2) full floors in the Building, the Landlord will not lease or accept to sublease any office space in the Building to EDS, IBM, SHL System House or DMR. It is agreed and understood however that this restriction shall not apply to any lease entered Into by the Landlord prior to the signing of this Lease or to any assignment or sublet, renewal or extension of any such lease.

Landlord may lease to all business units of Ernst & Young. Arthur Andersen, KMPG, Price Waterhouse Coopers and Deloitte Touche (“Big 5 Competitors”) provided that (a) such entities shall not have any signage rights other than identification on the Building’s pylon sign, as may be modified from time to time by Landlord; (b) such Identification on such pylon sign shall not be larger than Tenant’s identification on such sign; and (c) Landlord may not grant such pylon sign identification unless the Big 5 Competitor leases a minimum of two full floors of the Building or its square footage equivalent.

EXCLUSIVITIES

BELL CANADA

Exclusivity : With the intent that this covenant shall run with and bind the Building to the benefit of the Premises, the Landlord agrees that after the Commencement Date it will not enter into any lease, licence or other arrangement for the occupancy or use of any part of the Building with a Competitor nor shall the Landlord permit any part of the Building to be used or occupied by any Competitor; without limiting the generality of the foregoing, no Competitor shall be entitled to any signage, display, naming, identification or other presence of any nature whatsoever in or on the Building or any part thereof nor shall the Landlord allow any Competitor to participate in any sponsorship arrangement or package in connection with the Building. For greater certainty, the Tenant agrees that this restrictive covenant shall not be applicable or enforceable if its application or enforcement shall constitute or cause the breach of any Applicable Laws and this covenant is not intended to apply or to be enforceable to the extent that it would give rise to any offence under the Competition Act (Canada), or any statute that may be substituted therefor or may be enacted with similar intent. The Landlord agrees that the Tenant shall be entitled to injunctive relief if this covenant is breached. Notwithstanding the foregoing, it is agreed that if the Landlord enters into a lease with a Person who at the time such lease is entered into is not a Competitor, but who thereafter becomes a Competitor, the existence of such lease, and the exercise of the rights of such Person thereunder, shall not constitute a breach of this Section 17.2 and the Landlord shall be entitled to renew such Lease with such Person and to lease additional space in the Building to such Person notwithstanding that it is at such time a Competitor. The Tenant shall fully indemnify and save harmless the Landlord from all Losses arising from or out of the exclusivity rights granted to the Tenant pursuant to this Section 17.2.

SCHEDULE “J”

LANDLORD’S BASE BUILDING WORK

The following outline describes the extent of the Landlord’s Base Building Work on a typical floor.

1.	Floors: Remove existing carpet and ensure floor is clean ready to accept tenant’s new carpet or floor coverings.

2.	Ceilings: Replace or repair all damaged ceiling tiles. Minimum ceiling height requirement is 8 feet 6 inches. Replace or repair damaged, disfigured or discoloured T-Bars. All T-Bars to be same colour.

3.	Suite Entry Doors: Building Standard entrance complete with full height glass doors and frame. If required by Ontario Building Code, panic hardware to be installed by Landlord on all exit doors (save for main entrance door).

4.	Demising Walls: Demising walls taped and sanded ready for tenant finishes. Columns similar. Tenant demising partions should be rated with a 1 hr rated fire separation.

5.	Lighting: Existing basic open office layout relocatable overhead light fixtures with existing egg crate lens. Providing one light fixture for every 50 square feet leased. All egg crates lens to be cleaned and free of dust and debris.

6.	Sprinkler: A sprinkler distribution is located within the ceiling plenum to provide sufficient coverage for normal office use based upon an area landscape basis. Any modifications required shall be at Tenant’s expense.

7.	HVAC: Building Standard heating and cooling system distributed on an open area landscape basis. Any modifications shall be at Tenant’s expense. Ductwork modifications required by the Tenant shall be part of Tenant Improvement costs.

8.	Electrical: Typical floor electrical room with existing panels and power source for tenant overhead power distribution. Existing junction boxes provided within ceiling plenum

9.	Telephone: Typical floor telephone room service for tenant overhead telephone distribution.

10.

Washrooms: Men’s and women’s barrier-free washrooms on each floor.

There are four (4) washrooms per floor, two (2) of which are “barrier-free”, as follows:


	Barrier free		Regular
	M	F	M	F
# water closets	2	4	3	5
# urinals	2	n/a	2	n/a

Men’s and women’s barrier-free washroom shall be accessible on the floor. Washrooms on the North side of the floor would be considered private washrooms, not for public use.

11.

Window Coverings: Basic venetian blind on all typical floor windows to be cleaned and reconditioned as per Building Standard.

Exhibit 10.6

CROWN POINTE OFFICE LEASE

THIS LEASE, made as of this 17th day of October 2000, by and between CROWN POINTE, LLC, a Georgia limited liability company (herein called “Landlord”), and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation (herein called “Tenant”).

W I T N E S S E T H :

1. FUNDAMENTAL LEASE PROVISIONS :

The terms defined herein are an integral part of this Lease:

A. “ Premises ”: Landlord, for and in consideration of the covenants, agreements and stipulations of Tenant herein contained, has leased and rented, and by these presents leases and rents unto Tenant, and Tenant hereby agrees to lease from Landlord, that certain space (herein called “Premises”) shown on the floor plan attached hereto as Exhibit “A” and made a part hereof and situated on the Eleventh (11 ^th ) floor of the office building located at 1050 Crown Pointe Parkway (herein called “Building”) and known as Suite 1100, Atlanta, Georgia, with no easement for light, air or view included in the Premises. The Premises shall include the appurtenant right to the use, in common with others, of lobbies, entrances, stairs, corridors, elevators and other public portions of the Building. All the windows and outside wall of the Premises and any space in the Premises used for shafts, pipes, conduits, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof and access thereto through the Premises for the purposes of operation, maintenance and repairs, are reserved to Landlord.

B. “ Base Rent ”: shall mean Three Hundred Eighty Eight Thousand Seven Hundred Sixty Nine and 00/100 Dollars ($388,769.00) per annum, payable in equal installments, in advance, on the first day of each calendar month, at the rate of Thirty Two Thousand Three Hundred and Ninety Seven and 42/100 Dollars ($32,397.42) per month, subject to escalation as more particularly described on Exhibit “G”.

C. “ Base Year ”: shall mean 2001.

D. “ Square Feet in the Building ”: shall mean 270,023 square feet, and includes the Building common areas.

E. “ Square Feet in the Premises ”: shall mean Sixteen Thousand Nine Hundred Three (16,903) rentable square feet, including Tenant’s pro rata share of Building common areas, and approximately Fifteen Thousand Two Hundred and Thirteen (15,213) usable square feet.

F. “ Tenant’s Percentage ” or “ Tenant’s Share ”: shall mean Six and 26/100 percent (6.26%).

G. “ Land ”: shall mean that certain parcel of real property as is more particularly described on Exhibit “D” attached hereto and made a part hereof.

H. “ Project ”: shall mean all improvements now or hereinafter constructed on the Land, including, without limitation, the Buildings known as 1040 and 1050 Crown Pointe Parkway (Phase I & Phase II) and any common areas or improvements, parking areas or parking decks as described in Exhibit “D”.

I. “ Deposit ”: shall mean Thirty Two Thousand Three Hundred and Ninety Seven and 00/100 Dollars ($32,397.00).

J. “ Term ” or “ Lease Term ”: as defined in Paragraph 2 below.

K. “ Commencement Date ”: as defined in Paragraph 2 below.

L. “ Landlord’s and Tenant’s Mailing Addresses ”: as set forth in Paragraph 22 below

M. “ Use of Premises ”: for general office purposes and business technology-related training and related classes.

2. TERM :

Tenant shall construct or install in the Premises the improvements to be constructed or installed by Tenant pursuant to Exhibit “B” attached hereto and made a part hereof. The term of this Lease (herein called “Term”) shall commence on (the date of such commencement being herein called the “Commencement Date”) the full execution of this Lease and the delivery of the Premises to Tenant by Landlord. Unless sooner terminated as herein provided, the Lease Term shall expire on the last day of the 120 ^th full month following the Rent Commencement Date (defined below).

Within a reasonable time of Landlord’s delivery of the Premises to Tenant, Landlord shall furnish to Tenant a Commencement Date Agreement in the form attached as Exhibit “C” and made a part hereof. Tenant shall execute the Commencement Date Agreement and return a signed copy to Landlord within five (5) days of its receipt of the same. As of the Commencement Date and subject to Landlord’s removal, at Landlord’s expense, of the existing improvements in the Premises, Tenant takes and accepts from Landlord the Premises “as is”, upon the terms and conditions herein contained, Tenant agreeing that such condition is suited for the uses intended by Tenant. This Lease shall be effective and enforceable as between the parties hereof upon its execution and delivery.

3. BASE RENT AND DEPOSIT :

A. Commencing on March 1, 2001 (the “Rent Commencement Date”), and continuing on the first day of each and every calendar month thereafter during the Lease Term, in advance and without notice, Tenant shall pay to Landlord the Base Rent for the Premises. The Base Rent for any fractional month shall be prorated on a per diem basis. “Rent” (which term shall include Base Rent as herein described and additional rent payable under Paragraphs 4, 5, 13.B and 13.F hereof or elsewhere herein) shall be paid to Landlord, without deduction or offset, in lawful money of the United States of America at the offices of Landlord or its Building manager located in the Building, or to such other person or at such other place as Landlord may from time to time designate in writing. On the date of execution hereof Tenant shall deposit with Landlord the Deposit.

Nothing contained herein shall require Landlord to accept any tender of payment from Tenant for less than the full amount then due under this Lease, including any and all late charges, interest and attorney’s fees that may then be due from Tenant in accordance with the express terms of this Lease. Landlord may elect to accept less than the full amount then due from Tenant hereunder; however, no payment by Tenant or receipt by Landlord of such lesser amount shall be deemed to be other than payment on account, and no restrictive endorsement or statement on any check or payment shall be deemed to alter the express provisions of this Lease, nor constitute an accord and satisfaction. Landlord may accept less than the full amount then due from Tenant without prejudice to Landlord’s right to recover the balance of the full amount then due, or to pursue any other remedies then available to Landlord under this Lease or applicable law. In all events, including but not limited to Landlord’s acceptance of a partial payment from Tenant, any payment accepted by Landlord from Tenant shall be applied first to retire the oldest receivables due from Tenant hereunder, then to any current rental or other payment then due hereunder, and the balance, if any, will be applied to any rental or other payment which will become due from Tenant hereunder.

B. The Deposit shall be held by Landlord as security for the faithful performance and observance by Tenant of all of the agreements, covenants, conditions and provisions of this Lease to be performed or observed by Tenant, and Tenant shall not be entitled to any interest thereon. In the event no event of default has occurred under the Lease during the first three months following the Commencement Date, Landlord shall apply a portion of the Deposit equal to $22,397.00 toward the Monthly Base Rent accruing under the Lease for the second full month of the Lease Term following the Rent Commencement Date. Landlord shall be entitled to retain the balance of the Deposit in the amount of $10,000.00 for the remainder of the Term pursuant to the terms of this Lease. In the event Tenant fails to perform or observe any of the agreements, covenants, conditions and provisions of this Lease to be performed or observed by it, then at Landlord’s option, Landlord may, but shall not be obligated to, apply the Deposit, or so much thereof as may be necessary, to remedy any such failure by Tenant. Tenant shall immediately upon request pay to Landlord any sum necessary to restore the Deposit to the full amount specified in paragraph 1I. Any remaining portion of the Deposit shall be returned to Tenant following the termination of this Lease within thirty (30) days after such termination.

4. REIMBURSEMENT FOR OPERATING EXPENSES OF LANDLORD :

A. In addition to the Base Rent payable under Paragraphs 3A and 1B hereof, Tenant agrees to reimburse Landlord (as additional rent hereunder) for Tenant’s Share of all operating expenses (the “Operating Expenses”) as described in Exhibit “F” attached hereto and by this reference made a part hereof, of maintaining and operating (directly or indirectly) the Building over and above the Base Year Operating

Expenses. Operating Expenses shall include (1) all costs of labor, materials, insurance, supplies, equipment, tools and services for the management, operation, maintenance and repair of the Project as a first-class office building in metropolitan Atlanta, Georgia, including, without limitation, the rental value of Landlord’s office in the Project (not to exceed 2,000 rentable square feet); (2) all real estate taxes, assessments and other governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature (including any interest on such assessments whenever the same are permitted to be paid in installments) which may presently or hereafter be imposed, levied, assessed or confirmed by any lawful taxing authorities or which may become due and payable out of or for, or which may become a lien or charge upon or against the whole, or any part, of the Project, Land, Building and all other improvements now or at any time during the Lease Term constituting a part of the Project, or any taxes in lieu thereof which would be payable even if the Project were the sole property of Landlord and the income from the Project were the sole income of Landlord (all of which real estate taxes, assessments, levies, charges and costs are hereafter collectively referred to as “Taxes”); Landlord shall have the sole, absolute and unrestricted right, but not the obligation, to contest the validity or amount of the taxes by appropriate proceedings, and if Landlord shall institute any such contest of its own volition, it shall have the sole, absolute and unrestricted right to settle any contest, proceeding or action upon whatever terms Landlord may, in its sole discretion, determine; and (3) cost, amortized over such reasonable period as Landlord shall determine, together with interest at the rate of one percent (1%) per annum above the prime rate charged by SunTrust Bank from time to time on the unamortized balance, of any capital improvements or structural alterations made to the Building by Landlord that reduce or limit costs of any item of Operating Expenses or are required under any governmental law or regulation first enacted after the Commencement Date or by Landlord’s insurance carrier; provided, however, that Operating Expenses shall not include costs of tenant improvements, real estate brokers’ commissions, interest directly related to financing the Project, costs of services directly recoverable from tenants in the Building and capital items, except the cost of capital improvements specified above. Landlord and Tenant hereby acknowledge and agree that some common area expenses may be incurred generally with respect to the Project, as opposed to being allocable solely to the Premises or to the Building in which the Premises is located. The Building known as 1050 Crown Pointe Parkway shall be allocated fifty-six and no/100 percent (56%) of any such common area expenses attributable to, or allocable to the common area of The Project. Tenant agrees to reimburse Landlord for Tenant’s proportionate share of Operating Expenses of the Project over Base Year Operating Expenses.

B. Tenant’s Share of the Operating Expenses (herein called “Tenant’s Operating Expenses”) shall be in an amount equal to the product obtained by multiplying the total Operating Expenses during each calendar year of the Lease Term in excess of the Base Year Operating Expenses by Tenant’s Percentage. Tenant’s Operating Expenses shall be paid by Tenant as additional rent hereunder. For each calendar year or part thereof occurring during the Lease Term subsequent to the Base Year, Landlord shall have the right to make a good faith estimate of Tenant’s Operating Expenses for the upcoming calendar year and upon fifteen (15) days’ notice to Tenant to require the payment by Tenant of one-twelfth (1/12th) of such amount on the first (1st) day of each month during the calendar year in question. By May 1 of each calendar year following the year in which the Lease Term commences, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Operating Expenses for the prior calendar year, including therein the calculation of any additional amount owed by Tenant to Landlord, which amount shall be promptly paid by Tenant to Landlord as additional rent. At Landlord’s option, any amounts owed by Landlord to Tenant shall be refunded or applied against Rent due under the Lease. If, for any reason other than the default of Tenant, this Lease shall terminate on a day other than the last day of a calendar year, the additional rent payable by Tenant pursuant to this Paragraph shall be prorated on the basis which the number of days from the commencement of such calendar year to and including such termination date bears to three hundred sixty-five (365). During any calendar year, Landlord may revise Tenant’s Operating Expenses which are currently being paid if it appears to Landlord that the actual Operating Expenses will vary from the anticipated Operating Expenses by five percent (5%) or more.

C. Notwithstanding the foregoing terms and conditions of Sections 4.A and 4.B above, except as described below, from and after the Base Year, Landlord and Tenant hereby agree that, for purposes of calculating Tenant=s pro rata share of Operating Expenses, the aggregate Operating Expenses (except for Uncontrollable Costs, as hereinafter defined) shall be deemed not to increase by more than six percent (6%) from one calendar year to the next calendar year, regardless of any actual increases in Operating Expenses. Notwithstanding the foregoing limitation, (i) the components of Operating Expenses related to Taxes, utilities costs to the Building, Project or Premises, and insurance premiums related to or payable in connection with the Building, Project or Premises (all of the foregoing are herein collectively referred to as “Uncontrollable Costs”) shall not be subject to any limitation or cap, and there be no limit on the amounts of Operating Expenses related to Uncontrollable Costs that can be passed on by Landlord to Tenant or that shall be due of Tenant at any time and from year to year, and (ii) no specific line item of Operating Expenses shall be subject to any limitation or cap.

D. Provided that no event of default shall have occurred and be continuing on the part of Tenant

under this Lease, and Operating Expenses shall have increased by more than six percent (6%) over the Operating Expenses for the preceding calendar year, Tenant shall have the right, during the sixty (60) day period following delivery of Landlord’s accounting statement pursuant to Section 4.B, at Tenant’s sole cost, to review in Landlord’s offices Landlord’s records of Operating Expenses for the subject calendar year. Such review shall be carried out only by regular employees of Tenant or by a major national accounting firm and not by any other third party. No person conducting such an audit shall be compensated on a “contingency” or other incentive basis. If, as of the sixtieth (60th) day after delivery to Tenant of Landlord’s accounting statement, Tenant shall not have delivered to Landlord an Objection Statement (as defined below), then such Landlord’s accounting statement shall be final and binding upon Landlord and Tenant, and Tenant shall have no further right to object thereto or to obtain any further review or accounting thereof, all of which rights Tenant expressly waives. If within such sixty (60) day period, Tenant delivers to Landlord a written statement specifying objections to such Landlord accounting statement (an “Objection Statement”), then Tenant and Landlord shall meet to attempt to resolve such objection within ten (10) days after delivery of the Objection Statement. If such objection is not resolved within such ten (10) day period, then either party shall have the right to require that the dispute be submitted to binding arbitration under the rules of the American Arbitration Association. Notwithstanding that any such dispute remains unresolved, Tenant shall be obligated to pay Landlord all amounts payable in accordance with this Section (including any disputed amount). If such dispute results in an agreement or an arbitrator’s determination that Tenant has underpaid Tenant’s pro rata share of Operating Expenses, Tenant shall pay such amount to Landlord immediately upon demand for the same as additional Rent. If such dispute results in an agreement or an arbitrator’s determination that Tenant is entitled to a refund, Landlord shall, at its option, either pay such refund or credit the amount thereof to the monthly Rent next becoming due from Tenant, or if at the end of the Term, to promptly refund the same to Tenant. If the audit discloses that Landlord has overcharged Tenant by 7% or more during any Lease Year, Landlord shall reimburse Tenant the reasonable, actual costs of the audit.

5. TAXES PAYABLE BY TENANT :

In addition to the Base Rent and additional rent and all other charges to be paid by Tenant hereunder, Tenant shall pay to Landlord, upon demand as additional Rent hereunder, any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of the parties hereto: (i) upon, measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures, improvements (whether constructed by Landlord or Tenant) and other personal property located in the Premises or by the cost or value of any leasehold improvement made in or to the Premises by or for Tenant, other than Landlord’s work under Exhibit “B” , regardless of whether title to such improvement shall be in Landlord or Tenant; (ii) upon, measured by or reasonably attributable to the Rent payable hereunder, or any component thereof, including, without limitation, any gross income tax or excise tax levied by the County of DeKalb, the State of Georgia, the Federal Government or any other federal, state, county, municipal or other governmental body with respect to the receipt of such rent; (iii) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; and (iv) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. Landlord agrees to pay all property taxes due on the Building, Land and Project prior to delinquency.

6. USE OF PREMISES :

Tenant shall not do or permit to be done in or about the Premises or make any use thereof, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted; or which is prohibited by or will increase the existing rate or cause cancellation of any of Landlord’s insurance policies for the Building; or which will in any way obstruct or interfere with the rights of other tenants of the Building, or injure or annoy them; or use or allow the Premises to be used for lodging or for any improper, immoral, unlawful or objectionable purpose; cause, maintain or permit any nuisance in, on or about the Premises or commit or suffer to be committed any waste in, on or about the Premises; or bring into the Building any furniture, equipment materials or other objects which overload the Building, its structure or any portion thereof or electrical or mechanical systems thereof.

7. PREPARATION OF THE PREMISES :

Tenant, at Tenant’s sole cost and expense subject to Landlord’s contribution of the Improvement Allowance, will provide the Tenant Work set forth in Exhibit “B” attached hereto.

8. SERVICES :

Provided Tenant shall not be in default under this Lease, Landlord agrees to provide to Tenant the following services:

(a) General cleaning and janitorial service, including reasonable waste disposal, five (5) days per week, less Holidays;

(b) Heating and air-conditioning service (“HVAC”) daily on Mondays through Fridays, from 7:00 a.m. to 6:00 p.m. and on Saturdays from 9:00 a.m. to 1:00 p.m., with New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and any other national holiday (herein collectively called the “Holidays”) excepted; after hours HVAC service shall be available upon reasonable prior request at the cost of $55.00 per hour; subject to increase not more frequently than annually based upon increased utility costs to Landlord;

(c) Elevator service daily on Mondays through Fridays, inclusive, with Holidays excepted, from 7:00 a.m. to 6:00 p.m. and on Saturdays, if not a Holiday, from 9:00 a.m. to 1:00 p.m. At all other times Landlord shall have at least one elevator servicing each of the floors;

(d) Electric current for lighting, replacement bulbs for Building Standard lighting and reasonable facilities for furnishing the usual and normal electric power for office space. Notwithstanding the foregoing, Landlord shall provide to Tenant electrical service in the amount of six (6) watts per square foot, exclusive of ceiling lighting and HVAC. Landlord shall have the right to prescribe uniform and reasonable charges for bulb replacement services for non-standard lighting. Tenant shall not, without Landlord’s prior written consent, use any equipment, including, without limitation, air-conditioning units, electronic data processing machines, punch card machines, or any other machines which use electric current in excess of 110 volts, which will increase the amount of electricity ordinarily furnished for the use of the Premises as general office space or which require clean (or dedicated) circuits or other special distribution circuits;

(e) Window washing;

(f) Common use restrooms and toilets including hot and cold water;

(g) Drinking water available on each floor of the Building; and

(h) Twenty-four (24) hour security services for the Building comparable to other similar buildings in the area; provided, however, Landlord shall have no responsibility to prevent, and shall not be liable to Tenant for, any liability or loss to Tenant, its agents, employees and visitors arising out of losses due to theft, burglary, or damage or injury to persons or property, and Tenant hereby releases Landlord from all liability for such losses, damages or injury unless any such loss, damage or injury results solely from the gross negligence or intentional acts of Landlord or Landlord’s employees or agents acting within the scope of their employment, but excluding independent contractors. The cost of such security services shall be included in the Operating Expenses for the Building.

9. NON-LIABILITY AND INDEMNIFICATION :

Unless due solely to the negligence or willful misconduct of Landlord or its agents, neither Landlord nor Landlord’s agents, officers, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant or Tenant’s officers, agents, employees, contractors, invitees, or licensees or any other occupant of the Premises, and Tenant shall and does hereby indemnify and hold Landlord, Landlord’s agents, and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from and against any and all loss, cost, liability, claim, damage, expense (including, without limitation, reasonable attorneys’ fees), penalty or fine incurred in connection with or arising from (1) any default by Tenant in the performance of any of the terms of this Lease on Tenant’s part to be performed, or (2) the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming or entering the Premises by, through or under Tenant, or (3) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, employees, invitees, licensees of Tenant or any such person in or about the Premises or the Project either prior to, during or after the expiration of, the Lease Term. Tenant and all those claiming by, through or under Tenant shall store their property in and shall occupy and use the Premises and any improvements therein and appurtenances thereto and all portions of the Project solely at their own risk. Tenant and all those claiming or entering the Premises by, through or under Tenant hereby release Landlord, to the full extent permitted by law, from all claims of every kind, including loss of life, bodily injury, consequential damages, damage to merchandise, equipment, fixtures or other property (including, without limitation, computer equipment) or damage to business or for business interruption, arising directly or indirectly out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof or Landlord’s entry on the Premises as described in Paragraph 11 below, unless due solely to the negligence or willful misconduct of Landlord or its agents. Landlord shall not be liable to Tenant or to any persons, firm, corporation, or other business association claiming by, through, or under Tenant for failure to furnish or for delay in furnishing any service

provided for in this Lease, and no such failure or delay by Landlord shall be an actual or constructive eviction of Tenant nor shall any such failure or delay operate to relieve Tenant from the prompt and punctual performance of each and all the covenants to be performed herein by Tenant; nor for any latent defects in the Premises or Building; nor for defects in the cooling, heating, electric, water, elevator, or other apparatus or systems or for water discharged from sprinkler systems, if any, or from water pipes and plumbing facilities in the Building; nor for the theft, mysterious disappearance, or loss of any property of Tenant whether from the Premises or any part of the Building; and nor from interference, disturbance, or act to or omitted against Tenant by third parties, including, without limitation other tenants of the Building and any such occurrences shall not constitute an actual or constructive eviction of Tenant.

Unless due to the negligence or willful misconduct of Tenant, Tenant shall not be liable to Landlord, and Landlord shall and does hereby indemnify and hold Tenant and Tenant’s agents, and their respective agents, employees, contractors, officers, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from and against any and all loss, cost, liability, claim, damage, expense (including, without limitation, reasonable attorneys’ fees), penalty or fine incurred in connection with or arising from (1) any default by Landlord in the performance of any of the terms of this Lease on Landlord’s part to be performed, or (2) any acts, omissions or negligence of Landlord or any such person, or the contractors, agents, or employees of Landlord or any such person in or about the Building or the Project either prior to, during or after the expiration of, the Lease Term.

10. REPAIRS BY LANDLORD :

Landlord shall maintain and repair the common areas of the Building in a first class manner consistent with all applicable laws and regulations, provided that Tenant shall be responsible for any damages to the Building and its common areas caused by any act or omission of Tenant, its agents, employees or visitors. Except as otherwise set forth to the contrary in the Lease, Landlord shall have no duty to Tenant to make any repairs or improvements to the Premises and Tenant shall be solely responsible therefor, except structural repairs necessary for safety and tenantability not brought about by any act, omission or neglect of Tenant, its agents, employees or visitors .

11. RIGHT OF LANDLORD TO ENTER PREMISES :

Tenant shall not change the locks on any entrance to or doors in the Premises. Without any abatement of Rent and with prior written notice to Tenant, except in the event of an emergency, Landlord and its agents, employees and independent contractors shall have the right to enter the Premises at such times as Landlord deems reasonably necessary or desirable to inspect and examine same, to make such repairs, additions, alterations, and improvements as Landlord desires to make to the Building and to exhibit said Premises to prospective purchasers or tenants during the last twelve (12) months of the Term; provided, however, Landlord shall use reasonable efforts not to materially and adversely interfere with Tenant’s Use of the Premises during normal business hours. In the event of emergency, or if otherwise necessary to prevent injury to person or damage to property, such entry to the Premises may be made by force without any liability whatsoever on the part of Landlord for damage resulting from such forcible entry.

12. INTENTIONALLY OMITTED.

13. AGREEMENTS OF TENANT :

A. Tenant shall not abandon the Premises during the Lease Term.

B. Tenant shall, at its sole expense, keep the Premises, excluding any structural elements, in good repair and tenantable condition. If Tenant fails to keep the Premises in good repair and tenantable condition, upon ten (10) days written notice to Tenant, except in the event of an emergency (in which case Landlord shall have no obligation to provide notice to Tenant), Landlord can make such repairs as it deems necessary to put the Premises in good and tenantable condition and Tenant shall be liable to immediately reimburse Landlord for the cost of such repairs as additional Rent hereunder.

C. Tenant shall, at its sole cost and expense, comply as to its use of the Premises, with all statutes, regulations, rules, ordinances and orders of any governmental body, department or agency thereof, and abide by and observe the Rules and Regulations attached to this Lease as Exhibit “E” and made a part hereof, and such further uniform rules and regulations for the management of the Building as may hereafter be established in writing by Landlord and delivered to Tenant in accordance with the notice provisions of this Lease.

D. Tenant shall report promptly in writing to Landlord any defective condition in or about the Premises known to Tenant.

E. Before the termination of this Lease (if not in default hereunder), Tenant shall remove from the Premises all its personal property which this Lease allows Tenant to remove and surrender such Premises and the keys thereto to Landlord (whether or not in default hereunder) in the same condition as at the beginning of this Lease, normal wear and tear, casualty and condemnation only excepted. If Tenant shall fail to remove all effects from the Premises upon termination of this Lease for any cause whatsoever, Landlord may remove, sell, store or otherwise dispose of the same, without liability to Tenant for loss thereof, and Tenant agrees to pay Landlord on demand any and all expenses incurred by Landlord thereby.

F. Tenant shall pay as additional Rent, a late charge in the amount of five percent (5%) of the outstanding delinquent balance or fifty dollars ($50.00), whichever is greater, for any Rental payment not made within five (5) days after the due date thereof; provided, however, the above referenced late charge shall not apply to the first late Rental payment received by Landlord from Tenant in any calendar year provided such late payment is received by Landlord within thirty (30) days of the date the same is due. Notwithstanding the foregoing, Tenant shall be assessed a five percent (5%) charge for each month, after the first month, any payment remains outstanding, until paid in full. It is understood and agreed that such late charges shall constitute liquidated damages to compensate Landlord for additional bookkeeping expenses and clerical services which would be required of the Landlord as a result of the occurrence of events described in this Section. Such damages are difficult or impossible to estimate accurately and it is the intention of the parties to provide for liquidated damages in such event. It is further agreed that the sum provided in this Section is a reasonable pre-estimate of Landlord’s probable loss, in the event of Tenant’s failure to make any Rental payments within five (5) days after the due data thereof. Tenant shall also pay Fifty and 00/100 Dollars ($50.00), promptly upon demand, as a charge to cover Landlord’s administrative and clerical expenses in the event a check given to Landlord by Tenant is returned to Landlord unpaid by Landlord’s bank due to insufficient funds or any other reason.

G. Tenant shall cooperate with Landlord in complying with all regulations of any governmental agency having jurisdiction of the Building, relating to the conservation of energy, including, without limitation, any regulations requiring the production of information regarding the consumption of energy within the Building.

H. Tenant shall satisfy, discharge or bond of record within twenty (20) days following the filing thereof any mechanic’s lien filed against the Land, Premises, Building or the Project for work or materials claimed to have been furnished to Tenant.

14. INSURANCE :

Tenant shall carry, at its sole expense and during the Lease Term, a policy or policies of insurance, as follows: (i) fire and extended coverage insurance insuring Landlord and Tenant’s interest in its improvements to the Premises and any and all furniture, equipment, supplies, and other property owned, leased, held or possessed by it and contained therein, such insurance coverage to be in an amount equal to the full replacement value of such improvements and property, as such may increase from time to time, and workmen’s compensation insurance as required by applicable law; (ii) commercial general liability insurance insuring Tenant, Landlord and any other person designated by Landlord, against any and all liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of any construction work being done on the Premises, or arising out of the condition, use, or occupancy of the Premises, or in any way occasioned by or arising out of the activities of Tenant, its agents, employees, guests, or licensees in the Premises, the limits of such policy or policies to be in amounts not less than Three Million and no/100 Dollars ($3,000,000) with respect to any one casualty or occurrence; and (iii) such other types of insurance in form and amount which Landlord shall reasonably deem to be prudent for Tenant to carry. Landlord and Tenant shall each have included in all policies of insurance respectively obtained by them, with respect to the Building and/or Project a waiver by the insurer of all right of subrogation against the other in connection with any loss or damage thereby insured against. To the full extent permitted by law, Landlord and Tenant each waives all right of recovery against the other for, and agrees to release the other from, loss or damage to the extent such loss or damage is covered by valid and collectible insurance in effect at the time of such loss or damage. All insurance policies procured and maintained by Tenant pursuant to this Paragraph (i) shall be carried with companies reasonably satisfactory to Landlord licensed in the State of Georgia; (ii) shall be non-cancelable, except after twenty (20) days’ written notice to Landlord; and (iii) executed certificates of insurance with respect thereto shall be delivered to Landlord prior to the Commencement Date, and renewals thereof as required shall be delivered to Landlord at least thirty (30) days prior to the expiration of each respective policy term. All liability insurance shall name Landlord and any other persons designated by Landlord as additional named insured. Landlord covenants to maintain commercial general liability insurance for the Common Areas of the Project.

15. ALTERATIONS :

Tenant shall make no improvements, alterations or additions of any kind in or to the Premises without first obtaining Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant shall pay the cost of all such improvements, alterations and additions. If requested, Tenant shall furnish Landlord with final contractors’ affidavits and full and final waivers of lien and receipted bills covering all labor and materials. All additions, hardware, non-trade fixtures and all improvements, temporary or permanent, in or upon the Premises, whether placed there by Tenant or by Landlord shall, unless Landlord requests their removal, become Landlord’s property and shall remain upon the Premises at the termination of this Lease by lapse of time or otherwise without compensation, allowance or credit to Tenant.

16. ASSIGNMENT AND SUBLETTING :

Except as set forth to the contrary herein, Tenant shall not, without at least thirty (30) days’ prior written notice to Landlord and the prior written consent of Landlord in each instance, directly or indirectly, voluntarily or involuntarily, by operation of law, merger, consolidation, reorganization or otherwise, mortgage, hypothecate, pledge, encumber, sell, transfer or assign this Lease, in whole or in part, or sublease all or any part of the Premises, or permit the use or occupation of all or any part of the Premises by any party (all of the foregoing being collectively referred to as an “Assignment”). Landlord’s consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall promptly reimburse Landlord for Landlord’s costs and expenses, including, without limitation, reasonable attorney’s fees, in connection with any proposed assignment covered under this Paragraph 16. Landlord shall have thirty (30) days from its actual receipt of Tenant’s notice of Assignment within which to elect, in its sole and absolute discretion, to: terminate this Lease as to the portion of the Premises which is the subject of the proposed Assignment, provided such Assignment requires Landlord’s consent; and/or reject the proposed Assignment and to thereby continue this Lease in full force and effect as if such Assignment had never been proposed; and/or, enter into a new lease with the proposed assignee or any other person, on such terms as Landlord and such assignee or other person may agree; and/or, consent to the proposed Assignment on such terms as Landlord deems necessary and appropriate. If this Lease is canceled, the area of the Premises is reduced or a sublease or assignment is made as herein provided, Tenant shall pay Landlord a charge equal to the actual costs incurred by Landlord, in Landlord’s reasonable judgment (including, but not limited to, the use and time of Landlord’s personnel), for all of the necessary legal, management, leasing or accounting services required to accomplish such cancellation, reduction of area of the Premises, assignment or subletting, as the case may be. In no event shall Tenant be entitled to any rent, rentals, payment, profit or any sum or cost of the assignee for such Assignment; Landlord shall have the sole and absolute right to any and all amounts paid or payable in excess of the Rent payable by Tenant, and Landlord may, at its election, receive same directly from the assignee or require Tenant to collect and remit same to Landlord as additional rent hereunder. Landlord’s consent in one instance, and any other act or acts of Landlord or its agents, shall not be deemed to constitute consent to any subsequent Assignment. In the event of any such assignment or subletting, Tenant shall remain fully liable for the performance of all the terms and conditions of this Lease. The listing of any name other than that of Tenant on any door of the Premises, or on any Building directory or in any elevator or otherwise, shall not operate as a substitute for or be deemed to constitute the prior written consent of Landlord under this Paragraph 16, nor shall it vest in the person so named any right or interest in this Lease or the Premises, and it is understood and agreed that any such naming or listing shall constitute a privilege extended by Landlord revocable at any time in its sole and absolute discretion. Further, notwithstanding the foregoing, Tenant shall have the right, without Landlord’s prior consent, but upon written notification to Landlord, and so long as the creditworthiness of the assignee or sublessee remains the same or better than Tenant, to assign this Lease and/or sublease the Premises to (a) an affiliate, subsidiary or parent of Tenant or to a subsidiary or affiliate of Tenant’s parent; or (b) an entity with which Tenant is merged or consolidated; or (c) an entity which purchases all of the assets of Tenant by stock purchase or otherwise, provided such entity shall continue to use the Premises in the same manner and for the same purposes of Tenant herein. In the event of any assignment of the Lease, or sublease of all or any part of the Premises, Tenant shall remain fully liable for fulfilling its obligations under the Lease.

17. SIGNS :

Tenant shall obtain the prior written approval of Landlord prior to placing and maintaining, or causing or permitting to be placed and maintained, any sign, advertising matter or other thing of any kind, on, or which is visible from, the exterior of the Premises. Landlord has the right to remove any signs not approved by it and to recover from Tenant the cost of such removal. Landlord, at Landlord’s sole expense, shall provide Building standard signs, one (1) each at Premises, and Lobby Building directory. Further, so long as this Lease is in full force and effect and Tenant is not in default hereunder, Landlord shall, at Tenant’s sole cost and expense, place Tenant’s signage upon the existing pylon sign in front of the Building, subject to Landlord’s prior written approval of Tenant’s signage in Landlord’s reasonable discretion.

18. DEFAULT :

A. The occurrence of any of the following shall constitute an event of default hereunder by Tenant:

(i) The Rent payable under this Lease (including any additional rent) or any other sum of money due hereunder is not paid within five (5) days after first becoming due;

(ii) [Intentionally Omitted];

(iii) Any petition is filed by or against Tenant under any section or chapter of the National or Federal Bankruptcy Act or any other applicable federal or state bankruptcy, insolvency or other similar act, and, in the case of a petition filed against Tenant, such petition is not dismissed within sixty (60) days after the date of such filing;

(iv) Tenant shall become insolvent or transfer property in fraud of creditors;

(v) Tenant shall make an assignment for benefit of creditors;

(vi) A receiver is appointed for any of Tenant’s assets; or

(vii) Tenant fails to observe, perform and keep each and every of the covenants, agreements, provisions, stipulations and conditions herein contained to be observed, performed and kept by Tenant (other than payment of Rent), including, without limitation, Exhibit “E” , and persists in such failure after thirty (30) days’ notice by Landlord requiring that Tenant remedy, correct, desist or comply; provided, however, if Tenant, upon notice of default, promptly commences to cure such default and Tenant diligently and continuously pursues such a cure during the above referenced thirty (30) days, but Tenant fails to effect such a cure within thirty (30) days, Tenant shall have such additional time as is reasonably necessary to cure such default.

B. Upon the occurrence of an event of default, provided Tenant does not cure said default within the period of time allowed for cure as set forth above, if any, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or by this Lease:

(i) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, but if Tenant shall fail to do so, Landlord may, without further notice and without prejudice to any other remedy Landlord may have for possession or arrearages in rent, enter upon the Premises and expel or remove Tenant and Tenant’s effects, by force if necessary, without being liable to prosecution or any claim for damages therefor; and Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises, or through decrease in Rent, or otherwise; and/or

(ii) In addition to all Rent and other amounts previously due and unpaid under the terms and conditions of the Lease, Landlord shall be entitled to collect as liquidated damages and not as a penalty the sum of (i) the deferred present value of the Rent, including any other sums treated as additional Rent hereunder, and all other sums provided herein to be paid by Tenant during the remainder of the Lease Term (the “Rent Balance”), less the Net Rental Value of the Premises, as hereinafter defined. The term “Net Rental Value” shall mean the fair rental value of the Premises for the remainder of the Lease Term discounted to present value, less the Landlord’s costs, expenses and attorney’s fees in connection with preparation of the Premises for reletting and for the reletting itself; provided however, the parties agree that in no event shall the Net Rental Value exceed the Rent Balance; (ii) the cost of performing any other covenants which would have otherwise been performed by Tenant; (iii) all costs, expenses and reasonable attorneys’ fees Landlord incurred in connection with the termination of this Lease and eviction of Tenant. The parties agree that the damages caused by Tenant’s default would be difficult or impossible to accurately estimate and that this measure of damages is a reasonable pre-estimate of the Landlord’s probable loss resulting from Tenant’s breach. The acceptance of the liquidated damages set forth in this paragraph shall not constitute a waiver of any failure of Tenant thereafter occurring to comply with any term, provision, condition or covenant of this Lease; and/or reletting of the Premises. The acceptance of such payment by Landlord shall not constitute a waiver of any failure of Tenant thereafter occurring to comply with any term, provision, condition or covenant of this Lease; and/or

(iii) Enter the Premises as the agent of Tenant, by force if necessary, without being liable

to prosecution or any claim for damages therefor, and relet the Premises as the agent of Tenant without advertisement and by private negotiations and for any term Landlord deems proper, and receive the rent therefor, and Tenant shall pay Landlord any deficiency that may arise by reason of such reletting on demand, but Tenant shall not be entitled to any surplus so arising. Tenant shall reimburse Landlord for all costs of reletting the Premises including, but not limited to, advertising expenses and commissions; and/or

(iv) As agent of Tenant, do whatever Tenant is obligated to do by the provisions of this Lease and may enter the Premises, by force if necessary, without being liable to prosecution or any claims for damages therefor, in order to accomplish this purpose. Tenant agrees to reimburse Landlord immediately upon demand for any expenses which Landlord may incur in thus effecting compliance with this Lease on behalf of Tenant, and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action, whether caused by the negligence of Landlord or otherwise.

C. No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing and executed by Landlord. Any waiver of or redress for any violation of any covenant or condition contained in this Lease or any of the Rules and Regulations now or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. In case it should be necessary or proper for Landlord to bring any action under this Lease, or to consult, or place this Lease or any amount payable by Tenant hereunder, with an attorney concerning or for the enforcement of any of Landlord’s rights hereunder, then Tenant in each and any such case shall pay Landlord its reasonable attorneys’ fees. In the event of any default by Tenant under the terms and provisions of this Lease, Landlord, in addition to but not in lieu of or in limitation of, any other right or remedy provided to Landlord under the terms of this Lease or otherwise, shall have the right to be immediately repaid by Tenant the amount of all sums expended by Landlord and not repaid by Tenant in connection with preparing or improving the Premises to Tenant’s specifications and any and all costs and expenses incurred in renovating or altering space to make it suitable for reletting.

D. All Rent and additional Rent and other sums due under the Lease not paid when due shall accrue interest in the amount of Wachovia Bank of Georgia’s Prime Rate plus three percent (3%), from date due until paid by Tenant.

19. HOLDING OVER :

Tenant shall have no right to hold over beyond the expiration or earlier termination of this Lease without the express written consent of the Landlord, which consent Tenant shall obtain from Landlord no later than sixty (60) days prior to the expiration of the Lease. Should Tenant or any of its successors in interest continue to holdover the Premises after the termination of this Lease, whether such termination occurs by lapse of time or otherwise, with the express written consent of Landlord, Tenant shall be deemed to be occupying the Premises under a month-to-month periodic tenancy, and Tenant shall pay to Landlord monthly rental equal to one hundred fifty percent (150%) of the monthly rental (including Base Rent and all other rental amounts) as would be payable if the Lease had not been terminated or expired, and otherwise be subject to all the covenants and provisions of this Lease insofar as the same are applicable to a month-to-month periodic tenancy. Landlord and Tenant agree that any such periodic tenancy may be terminated by thirty (30) days prior written notice by either party to the other party. Should Tenant or any of its successors in interest continue to hold over the Premises after the termination of this Lease, whether such termination occurs by lapse of time or otherwise, without the written consent of Landlord, Tenant shall be a Tenant at sufferance, subject to summary eviction as provided by law. In the event of any unauthorized holding over, Tenant shall indemnify the Landlord against all damages sustained by Landlord by reason of such holdover and all claims for damages by any other tenant to whom Landlord shall have leased all or any portion of the leased Premises effective upon the termination of this Lease.

20. DESTRUCTION OF OR DAMAGE TO PREMISES :

If the Premises or the Building are damaged by fire or other casualty, Landlord shall forthwith repair the same, subject to the provisions of this Paragraph 20 hereinafter set forth, provided such repairs can, in Landlord’s opinion, be made within sixty (60) days, and this Lease shall remain in full force and effect. If such repairs cannot be made within sixty (60) days, in Landlord’s opinion, Landlord at its option shall by written notice to Tenant given within sixty (60) days after the date of such fire or other casualty either (i) elect to repair or restore such damage, this Lease continuing in full force and effect, or (ii) terminate this Lease as of a date specified in such notice, which date shall not be less than thirty (30) or more than sixty (60) days after the date such notice is given. If any fire or other casualty is not the result of the act, omission, negligence or willful misconduct of Tenant or Tenant’s employees, contractors, licensees, or agents, then during the period the Premises are rendered unusable by such damage Tenant shall be entitled to a reduction

in Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be required to repair any injury or damage or to make any repairs or replacements of any improvements installed in the Premises by or for Tenant, other than Landlord’s work under “ Exhibit B ”, and Tenant shall, at Tenant’s sole cost and expense, repair and restore its portion of such improvements.

21. EMINENT DOMAIN :

If all or any part of the Premises or the Building shall be taken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by giving written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Premises. In the event of any taking Landlord shall be entitled to any and all compensation, damages, income, rent, awards or interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise; provided, however, Tenant have the right to pursue its own cause of action against the condemning authority so long as any award or compensation received by Tenant in such proceeding shall not in any way reduce any award or compensation received or to be received by Landlord. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the monthly Rent thereafter to be paid shall be equitably reduced based upon balance of the square feet of the Premises.

22. ADDRESSES; NOTICES :

Except for legal process which may also be served as by law provided, all notices given pursuant to this Lease shall be in writing and shall be deemed to have been given to the party intended to receive such notice when hand-delivered, sent overnight service or other receipted delivery service, or three (3) days after such notice shall have been deposited, postage prepaid, to the United States mail, certified, return receipt requested, properly addressed as follows:

(i)

To Landlord :

CROWN POINTE, LLC

1040 Crown Pointe Parkway

Suite 200

Atlanta, Georgia 30338

(ii)

To Tenant :

LEARNING TREE INTERNATIONAL USA, INC.

1831 Michael Faraday Drive

Reston, Virginia 20190-5304

Attn: V.P. Operations

(iii)

To Tenant :

LEARNING TREE INTERNATIONAL USA, INC.

6053 W. Century Blvd

Suite 200

Los Angeles, CA 90045

Attn: V.P. Administration

In the event of a change of address by either party, such party shall give written notice thereof in accordance with the foregoing.

23. WAIVER OF RIGHTS :

No failure to or delay in exercise of any right or power given herein or to insist upon strict compliance of any obligation imposed herein and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms hereof by either party or any right to demand strict compliance with the terms hereof. This Lease, including its exhibits, constitutes and contains the sole and entire agreement of Landlord and Tenant and no prior or contemporaneous oral or written representation or agreement between the parties and affecting the Premises shall have legal effect. No officer, agent or employee of Landlord has or shall have any authority to waive any provision of this Lease unless such waiver is expressly made in writing and signed by an authorized officer of Landlord.

24. SPECIAL STIPULATIONS :

The Special Stipulations, if any, attached hereto are hereby incorporated herein and made a part hereof, and in the event they conflict with any of the foregoing provisions, the Special Stipulations shall control.

25. NO ESTATE IN LAND :

This contract and Lease shall create the relationship of landlord and tenant between Landlord and Tenant and no estate shall pass out of Landlord; Tenant has only a usufruct which is not subject to levy and sale, and not assignable by Tenant except as herein provided.

26. GOVERNMENTAL REGULATIONS :

Tenant waives the benefits of all existing and future Rent control Legislation and Statutes and similar governmental rules and regulations, whether in time of war or not, to the full extent permitted by law.

27. SUBORDINATION AND ATTORNMENT :

This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof (herein called “Security Deed”) which may now or hereafter affect Landlord’s fee title to the Premises and/or Building. Tenant shall within fifteen (15) days of request execute, acknowledge and deliver to Landlord, to Landlord’s designee and/or the holder of any such Security Deed, the following: (i) such certificate or certificates that may be requested by Landlord or such holder to evidence the subordination of this Lease to such Security Deeds; (ii) such certificate or certificates that may be requested by Landlord or such holder to make this Lease superior to the lien of any such Security Deeds; and (iii) such attornment agreements as may be reasonably requested by successors to Landlord hereunder, provided such agreement sets forth that as long as Tenant is not in default hereunder beyond applicable notice and cure periods, Tenant’s possession of the Premises under this Lease shall not be disturbed. If the holder of any such Security Deed shall hereafter succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease, Tenant shall, at the request of such holder, attorn to and recognize such successor as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that may be necessary to evidence such attornment.

28. ESTOPPEL :

Landlord and Tenant shall, within seven (7) days of request, execute, acknowledge and deliver to the other and/or to the other party’s designee such certificate or certificates in recordable form evidencing whether or not (a) this Lease is in full force and effect, (b) this Lease has been amended in any way, (c) Tenant has accepted and is occupying the Premises, (d) there are any existing defaults, acts or omissions, which with the giving of notice or the passage of time would constitute defaults, on the part of Landlord or Tenant hereunder or defenses or offsets against the enforcement of this Lease to the knowledge of the certifying party and specifying the nature of such defaults, defenses or offsets, if any, and (e) the date to which rent, and other amounts due hereunder, if any, have been paid.

29. SEVERABILITY AND INTERPRETATION :

If any clause or provision of this Lease shall be deemed illegal, invalid, or unenforceable under present or future laws effective during the Lease Term, then and in that event, the remainder of this Lease shall not be affected by such illegality, invalidity or unenforceability. Should any of the provisions of this Lease require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms of any such provision shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed most strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation of this Lease.

30. CAPTIONS :

The captions used in this Lease are for convenience only and shall be considered to be of no effect in the construction of any provision of this Lease.

31. SUCCESSORS AND ASSIGNS :

The words “Landlord” and “Tenant” as used herein shall include the respective contracting party, whether singular or plural, and whether an individual, masculine or feminine, or a partnership, joint venture, business trust or corporation. The provisions of this Lease shall inure to the benefit of and be binding upon Landlord and Tenant, and their respective successors, heirs, legal representatives and assigns, subject to the provisions of Paragraph 16 hereof.

32. GEORGIA LAW :

The laws of the State of Georgia shall govern the interpretation, validity, performance and enforcement of this Lease.

33. TIME IS OF THE ESSENCE :

Time is of the essence of this Lease; provided, however, that failure of Landlord to provide Tenant with any notification regarding reimbursements for Operating Expenses or any other charges or additional rent provided for hereunder, within the time periods prescribed in this Lease shall not relieve Tenant of its obligation to make such payments or contributions.

34. EXCULPATION OF LANDLORD :

Landlord’s obligations and liability to Tenant with respect to this Lease shall be limited solely to Landlord’s interest in the Land and Building, and neither Landlord nor any of the joint venturers of Landlord, nor any officer, director, or shareholder of Landlord or of any of the joint venturers of Landlord shall have any personal liability whatsoever with respect to this Lease. This Lease is executed by certain employees of The State Teachers Retirement System of Ohio, not individually, but solely on behalf of Landlord, the authorized nominee and agent for The State Teachers Retirement Board of Ohio (“STRBO”). In consideration for entering into this Lease, Tenant hereby waives any rights to bring a cause of action against the individuals executing this Lease on behalf of Landlord (except for any cause of action based upon lack of authority or fraud), and all persons dealing with Landlord must look solely to Landlord’s assets for the enforcement of any claim against Landlord, and the obligations hereunder are not binding upon, nor shall resort be had to the private property of any of, the trustees, officers, directors, employees or agents of STRBO.

35. EXECUTION AND PUBLIC RECORDS :

This Lease may be executed in any number of counterparts, each of which shall be deemed an original and any of which shall be deemed to be complete in itself and may be introduced into evidence or used for any purpose without the production of the other counterparts. No modification or amendment of this Lease shall be binding upon the parties unless such modification or amendment is in writing and signed by Landlord and Tenant. Without the prior written consent of both parties, neither this Lease nor any memorandum hereof shall be recorded or placed on public record.

36. MULTIPLE TENANTS :

If more than one individual or entity comprises and constitutes Tenant, then all individual and entities comprising Tenant are and shall each be jointly and severally liable for the due and proper performance of Tenant’s duties and obligations arising under or in connection with this Lease.

37. FORCE MAJEURE :

Both parties shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the non-monetary terms, covenants, and conditions of this Lease when prevented from so doing by a cause or causes beyond their reasonable control, which shall include, without limitation, all labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain any material or services, and acts of God.

38. REAL ESTATE BROKERS :

Tenant and Landlord each represents and warrants to the other that no real estate broker, agent, commission salesman, or other person other than Ackerman & Co., representing Landlord, and NAI/Brannen Goddard, representing Tenant has represented the warranting party in the negotiations for and procurement of this Lease and of the Premises, and that no commissions, fees or compensation of any kind are due and payable in connection herewith to any real estate broker, agent, commission salesman or other person (even

including the broker or other person or firm excluded above from the warranting party’s warranty of no broker) except if and only as may be provided in a separate written commission agreement signed simultaneously with or before this Lease by the party against whom the commission or compensation is charged. Each party agrees to indemnify and hold the other hereunder harmless from and against any claim for any such commissions, fees or other form of compensation by any such third party claiming through the indemnifying party, including, without limitation, any and all claims, causes of action, damages, costs and expenses (including attorneys’ fees), associated therewith.

39. ENTIRE AGREEMENT :

This Lease contains the entire agreement between the parties hereto and any representation, warranty or agreement, oral or otherwise, between the parties not embodied herein shall be of no force or effect. No modification, amendment or alterations to this Lease shall be effective unless same shall be in writing and signed by Landlord and Tenant.

40. QUIET ENJOYMENT

So long as Tenant is in full compliance with the terms and conditions of this Lease, Landlord shall warrant and defend Tenant in the quiet enjoyment and possession of the Premises during the Term against any and all claims made by, through or under Landlord, subject to the terms of this Lease.

IN WITNESS WHEREOF, the parties hereto have duly executed this instrument, individually or through their respective authorized officers, agents or attorneys-in-fact, as the case may be, causing their respective seals to be affixed hereto, the day and year set forth to the left of their respective executions, the latest of which is and shall be deemed to be the date of this Lease.


LANDLORD :		TENANT :

Crown Pointe, LLC		Learning Tree International USA, Inc.,
a Georgia limited liability company,		a Delaware corporation
by OTR, an Ohio general partnership, as Managing Member

By:	/s/ ALLULTH J. CRL	By:	/s/ JOEL STREAM
Title:	Asst. Director, Portfolio Management	Its:	Joel Stream, President

Date: 10/17/00		Attest:	/s/ DAVID G. MATHEWS
		Its:	David G. Mathews III, VP/Controller

			[CORPORATE SEAL]

		Date: 10-6-00

SPECIAL STIPULATIONS

1. RIGHT OF FIRST REFUSAL.

(a) As used herein, the term “First Refusal Space” means that certain area containing approximately Ten Thousand (10,000) rentable square feet of contiguous space on the fourteenth (14 ^th ) floor of the Building, as demarcated on the floor plan attached hereto and incorporated herein as Exhibit “I” to this Lease. Landlord acknowledges that Tenant may wish to expand the Premises and lease the First Refusal Space. Tenant, however, acknowledges that Landlord must be in a position to lease the First Refusal Space to other tenants. In order to accommodate Tenant’s desires regarding the First Refusal Space and Landlord’s requirement for future leasing of the First Refusal Space, Landlord shall grant to Tenant the right of first refusal (the “Right of First Refusal”) to lease the First Refusal Space in accordance with the terms and conditions contained herein. If at any time during the term of this Agreement the First Refusal Space is, in Landlord’s determination, available for lease, and if Landlord desires to lease the First Refusal Space to a bona fide third party which has submitted an offer to Landlord which Landlord desires to accept, then Landlord shall submit written notice thereof to Tenant. Upon receipt of the aforesaid notice from Landlord, Tenant shall have the right, exercisable at any time within ten (10) days from the date of receipt of such notice, to lease all of said First Refusal Space upon the same terms and conditions as this Lease, including, but not limited to, the prevailing Base Rent rate and adjustments thereto reserved in this Lease, and for a term expiring as of the date of the expiration of this Lease. If Tenant elects to exercise the Right of First Refusal, it shall, prior to the end of said ten (10) day period, deliver written notice of such exercise to Landlord, and the leasing of said First Refusal Space shall commence on the earliest to occur (the “First Refusal Space Commencement Date”) of (A) thirty (30) days after the expiration of such ten (10) day period; or (B) the date on which Tenant commences to occupy all or any portion of the First Refusal Space, and shall be evidenced by a lease amendment agreement executed by Tenant on Landlord’s standard form. Upon the First Refusal Space Commencement Date: (i) the number of Square Feet in the Premises shall be increased by the number of Square Feet in the First Refusal Space, (ii) Tenant’s parking spaces as set forth in Section 2.a. and 2b. below shall increase according to each respective ratio, (iii) Tenant’s pro rata share shall be increased based on the number of Square Feet in the First Refusal Space, (iv) Base Rent and additional Rent payable with respect to the First Refusal Space shall commence at the then current rent rates set forth in the Lease for the Premises, and (v) Tenant shall be entitled to an allowance for Tenant improvements to be constructed in the First Refusal Space equal to $23.00 times the number of rentable square feet in the First Refusal Space times the number of full calendar months remaining in the Term of the Lease after the First Refusal Space Commencement Date until the Expiration Date divided by 120. If Tenant shall not exercise such Right of First Refusal within said ten (10) day period or shall fail to deliver written notice of such exercise as provided above, Landlord shall be free to lease the First Refusal Space or any part thereof, to any person or entity on terms and conditions acceptable to Landlord, in Landlord’s sole discretion. Tenant shall not have the right to assign its Right of First Refusal to any sublessee of the Premises (or any portion thereof) or assignee of this Agreement, nor may any such sublessee or assignee exercise such Right of First Refusal.

(b) Notwithstanding the foregoing and any other provision of this Lease to the contrary, such Right of First Refusal is conditioned upon this Lease being in full force and effect and there being no event of default under this Lease. If the foregoing condition in this subsection (b) is not entirely satisfied, the Right of First Refusal shall automatically terminate and be of no further force or effect, or if exercised, shall be null and void. In the event Landlord has not entered into a lease for all or substantially all of the First Refusal Space on substantially the same monetary terms and conditions as Landlord offered the First Refusal Space to Tenant within twelve (12) months after the date Tenant elects or is deemed to have elected not to lease such First Refusal Space, Landlord shall submit any offer to lease the First Refusal Space to Tenant pursuant to the terms of this Special Stipulation prior to entering into any new lease with a third party for such space.

2. PARKING. So long as Tenant is not in default of the Lease, Landlord shall provide Tenant during the Term of the Lease with:

(a)

3.5 unassigned, nonexclusive parking spaces per 1,000 rentable square feet in the Premises (59 spaces) in the surface parking area for the Building at no charge to Tenant; and

(b)

1.5 unassigned, nonexclusive parking spaces per 1,000 rentable square feet in the Premises (25 spaces) as needed, from time to time, in the surface parking area for the Building for use by persons attending classes in the Premises at no charge to Tenant; and

(c)

2 reserved spaces in the 1050 parking deck at mutually acceptable locations at the cost of $75.00 per space per month.

3. FOOD SERVICE. Tenant acknowledges and agrees that a café exists within the Building for the convenience of tenants in the Building, including Tenant (the “Café”). Tenant shall use reasonable efforts to contract with the Café for Tenant’s catering needs; provided, however, so long as Tenant is not in default of the Lease, including, without limitation, the compliance with all Rules and Regulations as set forth in Exhibit “E” to the Lease, as the same may be amended or modified from time to time in Landlord’s reasonable discretion, Tenant shall have the right to contract with a caterer other than the Café to provide Tenant with catering services, at Tenant’s reasonable discretion. In no event shall Tenant have the right to provide food services for a fee to other tenants or visitors to the Building.

4. RENEWAL. Tenant shall have the right to renew the Term of the Lease for one (1) additional period of five (5) years (the “Renewal Term,”) by giving Landlord prior written notice nine (9) months prior to the expiration of the Term of the Lease that Tenant intends to exercise such renewal right, subject to the following conditions:

(a)

Tenant shall be in possession of the Premises and there shall not be a default under any of the terms of provisions of the Lease at the time such notice is given or at the time of the commencement of the Renewal Term.

(b)

Tenant shall occupy the Premises during the Renewal Term under the same terms and conditions as specified in the Lease, except Tenant shall be entitled to no additional tenant improvement allowance and the Base Rent for any Renewal Term shall be the then Market Rate, but not less than the Base Rent for the Premises in effect immediately prior to the commencement of the Renewal Term.

(c)

As used herein, the term “Market Rate” shall be initially determined by Landlord as the amount of base annual rent per square foot (including the rate of escalation) then being charged in comparable first-class office buildings located in the Central Perimeter area of Atlanta, Georgia (the “Comparable Buildings”) for space comparable to the Premises and taking into consideration all other relevant factors establishing similarity or dissimilarity between the comparable lease and the leasing of the Premises to Tenant for the Renewal Term, including without limitation, escalations (including type, base year and stop), concessions, length of lease term, size and location of the Premises, building standard work letter and/or tenant improvement allowances, quality and quantity of any existing tenant improvements, quality and creditworthiness of Tenant, amenities offered, location of building, the cost and provision of parking spaces, and other generally applicable concessions, allowances, terms and conditions of tenancy. Notwithstanding any provision to the contrary contained herein, the Premises shall be leased during the Renewal Term pursuant to the terms of subparagraph (b) above. The reference to the foregoing factors is illustrative only and the presence or absence of such factors shall be taken into account in determining Market Rate.

(d)

Within thirty (30) days after Landlord receives the notice of Tenant’s exercise of the renewal option, Landlord shall notify Tenant of the proposed Market Rate. In the event that Landlord and Tenant are not able to agree as to the Market Rate within sixty (60) days of good faith negotiation, Tenant’s right of renewal as provided herein shall terminate.

(e)

In the event Tenant fails to timely notify Landlord in the manner herein specified, Tenant shall be conclusively deemed to have waived its right to enter into the Renewal Term.

5. ATTORNEYS’ FEES. In the event of any litigation between Landlord and Tenant arising from the default by either party in the performance of any of the terms, agreements or conditions contained in this Lease, the non-prevailing party in any such litigation, to the extent permitted by applicable law, agrees to pay the prevailing party all reasonable attorney’s fees and court costs actually incurred by the prevailing party. Further, in the event Landlord elects to engage the services of an attorney to collect any delinquent Rent due from Tenant under this Lease, in addition to all other amounts from Tenant under this Lease, Tenant agrees to pay to Landlord its reasonable attorney’s fees and court costs actually incurred in collecting such amounts from Tenant.

6. SATELLITE DISH. During the Term, Landlord shall grant to Tenant a non-exclusive license to install, maintain, repair, replace and operate one (1) satellite dish (together with any related wires, conduits and other equipment necessary or desirable for the proper operation of such satellite dish, collectively the “Satellite”) in a location on the roof of the Premises designated by Landlord (the “Equipment Space Area”) upon and subject to all of the terms and conditions set forth herein. The Satellite shall be used only by Tenant solely to transmit and receive aerial transmissions in connection with the business of Tenant; Tenant shall not have the right to use or allow any other person or entity to use the Satellite for a fee. The rights under this Section are personal to the Tenant named herein and are not assignable. Subject to the rules and regulations under this Lease, Tenant, its employees, agents and contractors shall have the right, upon prior reasonable notice to Landlord’s managing agent, to enter or leave the roof for purposes of accessing the Satellite. Tenant shall pay to Landlord, as additional rental, on a monthly basis, the actual costs, if any, incurred by Landlord in furnishing electric power for the operation of the Satellite. Landlord shall have the right to install, at Tenant’s expense, a meter to monitor Tenant’s use of electricity furnished by Landlord in the operation of the Satellite. The Satellite installed shall be and remain the property of Tenant, and Tenant shall, prior to the expiration or termination of this license, remove the Satellite (including all installation and anchoring hardware) installed in the Equipment Space Area and elsewhere in the Building, and surrender the Equipment Space Area in the same condition existing prior to the installation of the Satellite. Tenant shall be liable for, and shall promptly reimburse Landlord for, the cost of repairing all damage done to the Equipment Space Area or to the Building by such removal, including filling and sealing any holes or cavities left by the removal of installation or anchoring hardware. Tenant shall, at its sole cost and expense, obtain all governmental permits or licenses required for the installation, repair, maintenance, operation and removal of the Satellite and shall provide Landlord with evidence thereof. Tenant’s installation, repair, maintenance, operation and removal of the Satellite shall be subject to and performed in accordance with the terms and conditions of this Lease and all applicable Legal Requirements (defined below) in effect from time to time. Tenant shall, at its sole cost and expense, and at its sole risk, install the Satellite in a good and workmanlike manner, and in compliance with all applicable Legal Requirements, including, but not limited to, all building, electric, communications, and safety codes, ordinances, standards, regulations and requirements of the Federal Communications Commission and any other Governmental Authority (defined below). Tenant shall conduct the installation and maintenance of the Satellite in a good and workmanlike manner so as to not interfere with any other tenant or occupant of the Building or Project. The operation of the Satellite shall not disturb or interfere with the systems of the Building or Project or with any other tenant or occupant of the Building or Project. Tenant shall deliver to Landlord Tenant’s plans and specifications for the installation of the Satellite and for the aesthetic screening of same for review and approval by Landlord not less than thirty (30) days prior to commencing installation of the Satellite. The Satellite shall be installed substantially in accordance with the plans and

specifications approved by Landlord, and the installation shall be performed by contractors approved by Landlord. In no event shall the installation or operation of the Satellite damage the Building or any existing structure on the Building, or interfere with the maintenance of the Building, any system currently serving the Building or Project, any radio or telecommunications equipment currently being operated from or within the Building or Project or in any manner invalidate any existing warranties in place on the Building or Project or on any improvements to the Building or Project. Landlord shall not be liable to Tenant for any stoppages or shortages of electrical power furnished to the Satellite or to the Equipment Space Area because of any act, omission or requirement of the public utility serving the Building or Project, or the act or omission of any other tenant, licensee or contractor of the Building or Project, or for any other cause beyond the control of Landlord, and Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electric power. Tenant shall operate the Satellite in strict compliance with Landlord’s rules and regulations, now or hereafter promulgated, and all applicable Legal Requirements. Tenant shall, at Tenant’s expense, be solely responsible throughout the Term for maintaining, servicing and repairing the Satellite and for repairing any damage to the Building or Project or any systems or equipment serving the Building or Project caused by the Satellite or by any act, negligence or misconduct of Tenant, Tenant’s employees, agents or contractors, while installing, using, servicing, repairing, maintaining or removing the Satellite. Tenant shall protect, defend, indemnify and save Landlord and its trustees, agents, employees, other tenants, licensees and invitees harmless from and against any and all obligations, costs (including costs of litigation and attorneys’ fees), expenses, claims, damages and liabilities of any nature whatsoever arising out of or in connection with the existence, installation, construction, operation, repair, maintenance and/or removal of the Satellite. As used herein, the term “Governmental Authority” shall mean the United States, the state, county, city and political subdivision in which the Building is located or which exercises jurisdiction over the Building, and any agency, department, commission, board, bureau or instrumentality of any them which exercises jurisdiction over the Building, and the term “Legal Requirements” shall mean any law, statute, ordinance, order, rule, regulation or requirement of a Governmental Authority.

7. HAZARDOUS MATERIALS. Tenant covenants and agrees not to suffer, permit, introduce or maintain in, on or about any portion of the Premises, Building or Project, any asbestos, polychlorinated biphenyls, petroleum products or any other hazardous or toxic materials, wastes and substances which are defined, determined or identified as such in any federal, state or local laws, rules or regulations (whether now existing or hereafter enacted or promulgated) or any judicial or administrative interpretation of any thereof, including any judicial or administrative orders or judgments. Any such asbestos, polychlorinated biphenyls, petroleum products and any such other hazardous or toxic materials, wastes and substances are herein collectively called “Hazardous Materials”. Tenant further covenants and agrees to indemnify, defend and save Landlord harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, attorneys’ and experts’ fees and disbursements) which may at any time be imposed upon, incurred by or asserted or awarded against Landlord and arising from or out of any Hazardous Materials on, in, under or affecting all or any portion of the Premises, Building or Project, introduced by, or on behalf of, Tenant including, without limitation, (i) the costs of removal of any and all Hazardous Materials from all or any portion of the Premises, Building or Project, (ii) additional costs required to take necessary precautions to protect against the release of Hazardous Materials on, in, under or affecting the Premises, Building or Project, into the air, any body of water, any other public domain or any surrounding areas, and (iii) any costs incurred to comply, in connection with all or any portion of the Premises, Building or Project, with all applicable laws, orders, judgments and regulations with respect to Hazardous Materials. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

Landlord covenants that to its best information and belief, the Premises, Building and Project, as of the date of the execution of this Lease are not contaminated by any Hazardous Materials.

8. TENANT’S FINANCING. Tenant shall have the right from time to time during the Term

of this Lease to grant and assign a mortgage or security interest in all of Tenant’s personal property located within the Premises to Tenant’s lenders in connection with Tenant’s financing arrangements, and any lien of Landlord against Tenant’s personal property (whether by statute or under the terms of this Lease) shall be subject and subordinate to such security interest of Tenant’s lenders. Landlord shall execute such documents as Tenant’s lenders may reasonably request in connection with any such financing to evidence Landlord’s subordination of its lien against Tenant’s personal property.

EXHIBIT “B”

To the Lease last dated , made between CROWN POINTE, LLC Landlord, and LEARNING TREE INTERNATIONAL USA, INC., Tenant, and to which this Exhibit is attached and made a part thereof.

WORKLETTER

To induce Tenant to enter into this Lease and without limiting either the obligations of the Landlord or the rights and privileges of Tenant set forth in this Lease, the Landlord and Tenant, in consideration of the mutual covenants hereinafter contained, agree as follows:

1. Plans, Working Drawings and Specifications

A. Tenant to provide 1/8” scale drawing(s) which will show the type and location of partitions, doors, electrical and telephone outlets, cabinets, lighting and HVAC diffusers indicating all work to be done by Tenant, whether at the Landlord’s expense or Tenant’s expense. Tenant will submit a breakdown of cost for all work to be done by Tenant. Only upon receipt of written authorization may Tenant proceed with the work.

B. Tenant will provide to Landlord samples of finish items to be selected by Tenant such as carpet, paint, wall coverings, etc., as specified in schedule.

C. Tenant will be responsible for the design cost associated with his special requirements, e.g., non-standard wiring, HVAC, wall covering, cabinetwork and millwork or changes to the plan due to changes in Tenant requirements, etc.

D. After receipt of the Drawings, the Landlord shall approve or disapprove the same. If the Landlord does not approve the Working Drawings and Specifications as submitted, the Landlord shall approve those portions which are acceptable to the Landlord and shall disapprove those portions which are not acceptable to it, specifying the reasons for such disapproval. Tenant shall then, at its sole cost and expense, do all that is necessary to correct the Drawings to the satisfaction of the Landlord and resubmit them for the Landlord’s review and approval.

E. Approval by the Landlord shall be non-technical approval and shall not be deemed to mean approval of structural capacity, size of ducts and piping, adequacy of electrical wiring, system/equipment capacities and, without limitation, other technical matters; and shall not relieve Tenant of responsibility for proper and adequate design and construction of the work. Tenant shall ensure that the structure and detail of the utilities and mechanical and electrical system meet the Landlord’s requirements and that all of the work meets applicable federal, state and local laws, codes, rules and regulations. Tenant is responsible for making the Landlord aware of all of Tenant’s requirements before the design is begun.

F. Tenant is responsible for working with the designers to provide approved plans and finish selections on the dates indicated. Failure to do so will constitute a day-for-day delay to the scheduled completion without delaying the commencement date of rent payments.

G. Special requirements, i.e., non-standard fit-up items, may have ordering and delivery times that will require total completion of the space after the occupancy date. In some cases, this cannot be determined until the order is placed for the material. Tenant will advise Landlord immediately upon becoming aware of this situation. Tenant will be responsible for any cost associated with working overtime required to provide special finishes before or after the occupancy date.

H. Tenant shall have the right to utilize Gensler as the architect for the preliminary pricing and construction documents. Landlord has already paid Gensler $.11 per rentable square foot in the Premises, which amount shall not be deducted from the Tenant Allowance (as defined below), for the development of the Drawings. Any additional charges by Gensler for architectural or space planning services shall be deducted from the Tenant Allowance.

I. Turner Construction shall be the contractor for the Tenant Work for the Premises.

2. Schedule

The Landlord and Tenant shall comply with the following Schedule: (All days to be considered working days.)


	Party Responsible		Due Date
a.	Tenant & Landlord	Lease Execution

b.	Tenant	Tenant submission of construction Documents.	Within 30 days of 2.a.

c.	Landlord	Landlord’s approval of construction Documents.	Within 10 Days of 2.b.

d.	Tenant	Construction started by Tenant.	Within 5 days of 2.c.

e.	Tenant	Construction completed by Tenant.	Within 90 days from 2.d.

Landlord agrees that the Rent Commencement Date shall be delayed one day for every day of delay caused solely by Landlord’s failure to comply with the schedule set forth in this Section 2. Delays caused by Tenant may delay the occupancy date but will not delay the Rent Commencement Date. Tenant understands that if changes are made in the initial requirements given to the Landlord, then a period of delay may be incurred. If delays are incurred due to Tenant-initiated changes or Tenant-required holdups to evaluate changes, the Rent Commencement Date shall not be adjusted.

NOTE: Notwithstanding anything in the Lease to the contrary, and in anticipation of the necessity of prompt correspondence, all correspondence in connection with this Work Letter is to be sent by overnight service or local courier.

3. The Tenant Work

A. Tenant shall furnish, install and perform completely all of the work shown on the Drawings unless otherwise noted. Tenant shall be fully responsible for all matters that must be accomplished to complete the work in accordance with provisions of the Lease, without limitation, filing plans and other required documentation with the proper governmental authorities, securing all necessary permits and monitoring all aspects of the work. Tenant shall also be fully responsible for, without limitation, construction and financing costs; payments to the contractors and subcontractors; cost of prompt removal of all mechanics’, materialmens’ and like liens from the public record by payment or surety bond; costs to repair and restore damaged, lost or destroyed work; costs to remove debris from the premises caused by Tenant’s trades; architects’ and engineers’ fees for standard work items; real estate taxes, assessments and insurance costs; utility and building service costs, and filing and permit fees.

B. Landlord shall not be liable for injury, loss or damage to any person (including death) or property on or about the land, building or premises during performance of the work, unless caused by Landlord, its employees, agents or contractors, and Tenant will indemnify and save Landlord harmless against and from any such liability and any costs or charges (including without limitation, reasonable attorney fees and court costs) which Landlord may incur on account of any such injury insurance which shall include coverage of the foregoing contractual liability.

4. Landlord’s Building Standard Improvements

A. Building Standard Partitions

The Building Standard partition assembly for interior spaces extends to the underside of the suspended ceiling. It consists of 3 ⁵ / 8 metal studs 24” on center, with one layer of 1/2” drywall prepared for painting on each side of studs. All partitions between tenants and exit corridors shall extend to the underside of the floor structure above with suitable openings to accommodate air conditioning and pipework. Demising partitions consist of 3 ⁵ / 8 ” metal studs 24” on center, with one layer of drywall prepared for painting on each side of studs and sound attenuation blankets. Existing partitions as per the Drawings shall remain.

B. Ceilings

Building Standard ceilings provided by Landlord are 2’ x 2’ suspended acoustical ceiling tile with an exposed slotted profile grid element. Replacement of broken or damaged ceiling tiles shall be an expense chargeable against the Improvement Allowance.

C. Doors and Frames

Entrance Doors are full height, 3’0” wide mahogany veneer solid core wood doors in 16 gauge steel welded frames, fire rated as required. The door will be stained and finished with polyurethane and the frame will be painted. The doors are undercut to allow for the Building Standard carpet.

Interior doors are similar to the entrance doors, but non-rated and installed in knockdown metal frames.

D. Hardware

The Building Standard latch set is the Schlage No. 18 design lever handle in polished chrome. Each Tenant entry door shall be provided with four four-ball bearing polished chrome butt hinges and a wall stop. One lockset, keyed to the building master key system, shall be provided for each entrance door. Two keys will be provided for each entrance door; additional keys may be purchased by Tenant. All entrance doors to public corridors shall have surface mounted door closers.

E. Intentionally Omitted

F. Painting

All Building Standard partitions, door frames and column enclosures shall be painted. All non-metallic surfaces shall receive one coat of primer and one flat finish coat, except doors which receive a stain and a coat of polyurethane. All metal surfaces have a factory applied shop coat which shall receive an enamel primer and an enamel semi-gloss finish coat.

G. Window Covering

Thin-type (1”) horizontal blinds currently exist in each window.

H. Electrical Outlets

120v Duplex outlets installed in partitions shall be provided in locations designated by Tenant. Under-floor electrical outlets can be provided at the expense of Tenant.

I. Communications Wiring

Telephone outlets installed in partitions shall be provided in locations designated by Tenant. Telephone outlets have empty conduit terminating above the suspended ceiling. Under-floor telephone outlets can be provided at the cost of Tenant.

All communications wiring shall be done by Tenant’s communications contractor at the

direction and expense of Tenant. Landlord has no responsibility for said work which must, however, (1) meet Building Standard criteria and local codes and not conflict with the progress of the building, and (2) be performed by installers who are licensed for the installation of communications systems. Any damage caused by Tenant’s contractor shall be the liability of Tenant. Any additional communications conduit required shall be installed by the Landlord’s contractor at Tenant’s expense.

J. Lighting

Building Standard light fixtures are 2’ x 4’ energy efficient two tube fluorescents with 16 cell parabolic lenses. Quantities provided are 12 per 1000 square feet of usable space. Area switching of lights is used but wall switches can be allowed at a rate of 6 per 1000 square feet of usable space.

K. HVAC

Provided that the allowance for interior partitioning is not exceeded, all engineering and installation of heating and cooling systems for standard office space will be provided by the Landlord. If additional HVAC diffusers are required due to partitioning quantities in excess of typical office layouts or due to special requirements such as heat producing equipment, then provisions will be made at the Tenant’s expense for special needs such as computer installations served by the 24-hour condenser water loop.

L. Fire Protection System

The building is equipped throughout with a fire protection sprinkler system, installed in grid pattern. Should the partition layout needed by Tenant require relocation of existing sprinkler heads, then the Landlord will provide four relocations and four additions per 1000 square feet of usable space. Relocations to additions in excess of the allowance will be at the expense of Tenant.

5. Tenant Improvement Costs

Tenant agrees to accept Premises in “as is” condition, except for latent defects, agreeing that Premises has been previously occupied and is suitable for use intended by Tenant. However, Landlord shall provide an allowance of up to $23.00 per rentable square foot of Premises up to a maximum of Three Hundred and Eighty Eight Thousand Seven Hundred and Sixty Nine and 00/100 Dollars ($388,769.00) hereinafter referred to as “Improvement Allowance”, for space planning, design fees and refurbishment to Premises. All costs to complete the Premises shall be an expense chargeable against the Improvement Allowance unless otherwise stated. All changes and/or modifications made by Tenant to work in progress shall be made in writing. Tenant shall submit to Landlord construction drawings within thirty (30) days of execution of this Lease by Landlord and Tenant. Final construction drawings and pricing approved by Landlord and Tenant shall be attached as Exhibit “B-1” and shall become a part hereof. Construction shall commence within five (5) days of receipt of a building permit. Landlord and Tenant hereby agree that up to fifty percent (50%) of the Improvement Allowance may be used by Tenant for systems furniture, communications equipment expenses or other moving expenses (“Additional Costs”). Any unused Improvement Allowance, after final draw is made from Landlord to Tenant, shall accrue to the sole benefit of Landlord and it being agreed that Tenant shall not be entitled to any credit, offset, abatement or payment with respect thereto.

No later than the 25 ^th day of each calendar month, Tenant may submit a written request to Landlord on an AIA approved form for a draw against the Improvement Allowance for the Tenant Work completed as of the date of the request. Landlord shall remit payment to Tenant for such draw within thirty (30) days of Landlord’s receipt of (i)Tenant’s request for the draw, and (ii) lien waivers for all Tenant Work completed as of the date of the request for the draw. Notwithstanding the foregoing, Landlord shall not be obligated to remit to Tenant any payments for draws against the final $100,000.00 of Improvement Allowance unless and until Landlord has received lien waivers for all Tenant Work to be completed in the Premises.

6. Landlord’s Work.

Prior to the Commencement Date, Landlord, at Landlord’s cost and expense, shall demolish the existing improvements in the Premises. Further, notwithstanding anything to the contrary in this Lease, Landlord, at Landlord’s expense, shall renovate the restrooms located in the Premises to building standard specifications reasonably acceptable to Tenant and Landlord.

EXHIBIT “C”

COMMENCEMENT DATE AGREEMENT

Date:

Supplement to Lease dated the day of , 2000, between Crown Pointe, LLC, Crown Pointe, LLC, (hereinafter referred to as “Landlord”), and Learning Tree International USA, Inc. (hereinafter referred to as “Tenant”) for 16,903 Rentable Square Feet of Office Space, Suite 1100 in the building known as 1050 Crown Pointe Parkway, Atlanta, Georgia.

Pursuant to the provisions of Paragraph 2 of the Lease, Landlord and Tenant agree as follows: the Commencement Date for the Premises is , 2000.

Tenant hereby acknowledges and confirms to Landlord that Tenant is in possession of, and has accepted, the Premises demised by the Lease, and acknowledges that to the best of Tenant’s knowledge all the work to be performed by the Landlord in the Premises and as required by the terms of the Lease has been satisfactorily completed except as noted immediately below (latent structural defects excepted). Tenant further certifies that to the best of Tenant’s knowledge all conditions of the Lease required of Landlord as of this date have been fulfilled and there are no defenses or off-sets against the enforcement of the Lease by Landlord.


LANDLORD :

CROWN POINTE, LLC, a Georgia Limited Liability Company
By OTR, an Ohio General Partnership, as Managing Member

By:
Title:


TENANT :

LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation

By:		/s/ JOEL STREAM
Its:		Joel Stream, President


Attest:		/s/ DAVID G. MATHEWS, III
Its:		David G. Mathews, III, VP/Controller

[CORPORATE SEAL]

EXHIBIT “D”

LEGAL DESCRIPTION

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 349 OF THE 18TH DISTRICT, DEKALB COUNTY, GEORGIA BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE POINT OF INTERSECTION OF THE WESTERN LAND LOT LINE OF LAND LOT 349 AND THE NORTHERN RIGHT OF WAY OF PERIMETER CENTER WEST (101.0 FOOT RIGHT OF WAY); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST A DISTANCE OF 136.52 FEET TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 141.50 FEET (SAID ARC HAVING A RADIUS OF 879.49 FEET AND BEING SUBTENDED BY A CHORD BEARING SOUTH 61 DEGREES 45 MINUTES 04 SECONDS EAST AND HAVING A LENGTH OF 141.35 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE A DISTANCE OF 85.67 FEET (SAID ARC HAVING A RADIUS OF 55.00 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 78 DEGREES 13 MINUTES 51 SECONDS EAST AND HAVING A LENGTH OF 77.27 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 57.87 FEET (SAID ARC HAVING A RADIUS OF 362.20 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 29 DEGREES 01 MINUTE 34 SECONDS EAST AND HAVING A LENGTH OF 57.81 FEET) TO A POINT; RUNNING THENCE NORTH 37 DEGREES 57 MINUTES 36 SECONDS EAST A DISTANCE OF 50.00 FEET TO A POINT; RUNNING THENCE NORTH 20 DEGREES 50 MINUTES 30 SECONDS EAST A DISTANCE OF 175.00 FEET TO A POINT; RUN THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 131.68 FEET (SAID ARC HAVING A RADIUS OF 271.24 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 34 DEGREES 44 MINUTES 59 SECONDS EAST AND HAVING A LENGTH OF 130.39 FEET) TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 213.91 FEET (SAID ARC HAVING A RADIUS OF 271.24 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 71 DEGREES 15 MINUTES 01 SECOND EAST AND HAVING A LENGTH OF 208.40 FEET) TO A POINT; RUNNING THENCE SOUTH 86 DEGREES 09 MINUTES 30 SECONDS EAST A DISTANCE OF 109.66 FEET TO A POINT; RUNNING THENCE ALONG THE ARC OF A CURVE AN ARC DISTANCE OF 136.80 FEET (SAID ARC HAVING A RADIUS OF 903.21 FEET AND BEING SUBTENDED BY A CHORD BEARING NORTH 89 DEGREES 30 MINUTES 09 SECONDS EAST AND HAVING A LENGTH OF 136.67 FEET) TO A POINT; RUNNING THENCE NORTH 85 DEGREES 09 MINUTES 49 SECONDS EAST A DISTANCE OF 38.75 FEET TO AN IRON PIN; RUNNING THENCE NORTH 09 DEGREES 35 MINUTES 52 SECONDS WEST A DISTANCE OF 429.05 FEET TO AN IRON PIN; RUN THENCE SOUTH 87 DEGREES 41 MINUTES 02 SECONDS WEST A DISTANCE OF 222.63 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 83 DEGREES 45 MINUTES 23 SECONDS WEST A DISTANCE OF 254.00 FEET TO AN IRON PIN; RUNNING THENCE NORTH 00 DEGREES 45 MINUTES 33 SECONDS EAST A DISTANCE OF 529.89 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 86 DEGREES 50 MINUTES 04 SECONDS WEST A DISTANCE OF 158.25 FEET TO A POINT; RUNNING THENCE SOUTH 85 DEGREES 27 MINUTES 28 SECONDS WEST A DISTANCE OF 294.31 FEET TO A CONCRETE MONUMENT ON THE WESTERN LAND LOT LINE OF LAND LOT 349; RUNNING THENCE SOUTH 00 DEGREES 34 MINUTES 03 SECONDS WEST A DISTANCE OF 315.78 FEET TO AN IRON PIN; RUN THENCE SOUTH 00 DEGREES 42 MINUTES 26 SECONDS WEST A DISTANCE OF 641.03 FEET TO AN IRON PIN; RUNNING THENCE SOUTH 00 DEGREES 38 MINUTES 58 SECONDS WEST A DISTANCE OF 251.38 FEET TO AN IRON PIN AT THE POINT OF BEGINNING.

LESS AND EXCEPT

ALL THE TRACT OF PARCEL OF LAND LYING AND BEING IN LAND LOT 349 OF THE 18TH DISTRICT, DEKALB COUNTY, GEORGIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TO FIND THE POINT OF BEGINNING OF THE TRACT OF LAND HEREIN DESCRIBED, COMMENCE AT AN IRON PIN LOCATED AT THE INTERSECTION OF THE NORTHEASTERN RIGHT OF WAY LINE OF PERIMETER CENTER WEST (80 FOOT RIGHT OF WAY AT THIS POINT) AND THE WEST LINE OF LAND LOT 349 OF THE 18TH DISTRICT, DEKALB COUNTY, GEORGIA (SAID LINE ALSO BEING THE LINE DIVIDING FULTON COUNTY AND DEKALB COUNTY); RUNNING THENCE NORTH 00 DEGREES 43 MINUTES 15 SECONDS EAST ALONG AN OFFSET IN THE RIGHT OF WAY OF PERIMETER CENTER WEST, A DISTANCE OF 17.00 FEET TO A POINT LOCATED ON THE NORTHEASTERN RIGHT OF WAY LINE OF PERIMETER CENTER WEST (101.00 FOOT RIGHT OF WAY AT THIS POINT); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 80.11 FEET TO A POINT; RUNNING THENCE NORTH

25 DEGREES 10 MINUTES 34 SECONDS EAST A DISTANCE OF 17.82 FEET TO A POINT WHICH IS THE POINT OF BEGINNING OF THE TRACT OF LAND HEREIN DESCRIBED, FROM THE POINT OF BEGINNING AS THUS ESTABLISHED, RUNNING THENCE SOUTH 67 DEGREES 34 MINUTES 04 SECONDS EAST A DISTANCE OF 228.01 FEET TO A POINT; RUNNING THENCE NORTH 46 DEGREES 58 MINUTES 00 SECONDS EAST A DISTANCE OF 103.00 FEET TO A POINT; RUNNING THENCE NORTH 20 DEGREES 50 MINUTES 30 SECONDS EAST A DISTANCE OF 85.28 FEET TO A POINT; RUNNING THENCE NORTH 67 DEGREES 34 MINUTES 04 SECONDS WEST A DISTANCE OF 138.50 FEET TO A POINT; RUNNING THENCE NORTH 83 DEGREES 08 MINUTES 13 SECONDS WEST A DISTANCE OF 54.71 FEET TO A POINT; RUNNING THENCE SOUTH 72 DEGREES 59 MINUTES 17 SECONDS WEST A DISTANCE OF 93.47 FEET TO A POINT; RUNNING THENCE SOUTH 25 DEGREES 10 MINUTES 34 SECONDS WEST A DISTANCE OF 105.00 FEET TO THE POINT OF BEGINNING.

LESS AND EXCEPT

ALL THE TRACT OF PARCEL OF LAND LYING AND BEING IN LAND LOT 349 OF THE 18TH DISTRICT, DEKALB COUNTY, GEORGIA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TO FIND THE POINT OF BEGINNING, COMMENCE AT A POINT LOCATED ON THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST (101 FOOT RIGHT OF WAY) AT ITS POINT OF INTERSECTION WITH THE LINE WHICH DIVIDES THE 17TH DISTRICT OF FULTON COUNTY AND THE 18TH DISTRICT OF DEKALB COUNTY, GEORGIA (SAID POINT ALSO BEING NORTH 00 DEGREES 43 MINUTES 15 SECONDS EAST A DISTANCE OF 17.0 FEET FROM AN IRON PIN FOUND ON THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST AT THE POINT WHERE THE RIGHT OF WAY CHANGES FROM AN 80 FOOT RIGHT OF WAY IN FULTON COUNTY TO THE 101 FOOT RIGHT OF WAY FOR DEKALB COUNTY); RUNNING THENCE SOUTH 68 DEGREES 38 MINUTES 30 SECONDS EAST ALONG THE NORTHERLY RIGHT OF WAY OF PERIMETER CENTER WEST A DISTANCE OF 75.10 FEET TO A POINT; RUNNING THENCE NORTH 24 DEGREES 54 MINUTES 12 SECONDS EAST A DISTANCE OF 121.48 FEET TO AN IRON PIN PLACED AND THE TRUE POINT OF BEGINNING; FROM THE POINT OF BEGINNING AS THUS ESTABLISHED RUN THENCE NORTH 00 DEGREES 42 MINUTES 46 SECONDS EAST A DISTANCE OF 341.60 FEET TO A POINT; RUNNING THENCE SOUTH 89 DEGREES 17 MINUTES 54 SECONDS EAST A DISTANCE OF 3.73 FEET TO A POINT; THENCE NORTH 65 DEGREES 41 MINUTES 26 SECONDS EAST A DISTANCE OF 84.92 FEET TO A POINT; RUNNING THENCE NORTH 00 DEGREES 42 MINUTES 46 SECONDS EAST A DISTANCE OF 25.0 TO A POINT; RUNNING THENCE SOUTH 89 DEGREES 17 MINUTES 14 SECONDS EAST A DISTANCE OF 48.61 FEET TO A POINT; RUNNING THENCE SOUTH 23 DEGREES 39 MINUTES 33 SECONDS EAST A DISTANCE OF 79.35 FEET TO A POINT; RUNNING THENCE SOUTH 63 DEGREES 27 MINUTES 53 SECONDS EAST A DISTANCE OF 15.62 FEET TO A POINT; RUNNING THENCE SOUTH 23 DEGREES 39 MINUTES 33 SECONDS EAST A DISTANCE OF 219.0 FEET TO A POINT; RUNNING THENCE SOUTH 66 DEGREES 20 MINUTES 27 SECONDS WEST A DISTANCE OF 133.0 FEET TO A POINT; RUNNING THENCE SOUTH 18 DEGREES 43 MINUTES 34 SECONDS WEST A DISTANCE OF 45.0 FEET TO A POINT; RUNNING THENCE NORTH 83 DEGREES 08 MINUTES 13 SECONDS WEST A DISTANCE OF 37.0 FEET TO A POINT; RUNNING THENCE SOUTH 72 DEGREES 59 MINUTES 17 SECONDS WEST A DISTANCE OF 99.33 FEET TO THE TRUE POINT OF BEGINNING.

EXHIBIT ‘E’

RULES AND REGULATIONS

1. The sidewalks, halls, passages, exits, entrances, retail areas, malls, common areas, parking areas, roadings, elevators, escalators and stairways of the Building and Project shall not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, malls, common areas, parking areas, roadways, elevators, escalators and stairways are not for the general public and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Building. Subject to Section 11 of the Lease, Landlord shall have the right at any time without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor to change the arrangement and/or location of entrances or passageways, doors or doorways, corridors, elevators, stairs or toilets and to change, alter, increase, decrease or modify the other common areas of the Building and Project.

2. The Premises shall not be used for the storage of merchandise held for sale to the general public or for lodging. No cooking shall be done or permitted on the Premises except private use by Tenant of Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages and microwave ovens shall be permitted, provided that such use is in accordance with all applicable Federal, state and municipal laws, codes, ordinances, rules and regulations.

3. No tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning its premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No Tenant shall cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to any tenant, or any other person, for any loss of property on the premises, however occurring. Janitor service will not be furnished on nights when Premises are occupied after 6:00 P.M. unless by additional agreement in writing.

4. The Landlord shall designate appropriate entrances and a “Freight” elevator for deliveries or other movement to or from the premises of equipment, materials, supplies, furniture or other property, and Tenant shall not use any other entrances or elevators for such purposes. The freight elevator shall be available for use by all tenants in the Building, subject to such reasonable scheduling as Landlord in it discretion shall deem appropriate. All persons employed and means or methods used to move equipment, materials, supplies, furniture or other property in or out of the Building must be approved by Landlord prior to any such movement. Landlord shall have the right to prescribe the maximum weight, size and position of all equipment, materials, furniture or other property brought into the Building and the right to approve all items placed on the balconies; balconies shall be kept clean and in good order at all times. Tenant shall not allow any objects or articles to be dropped or thrown from any window or balcony. Heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, except as otherwise set forth in the Lease; and subject to the foregoing; all damage done to the Building by moving or maintaining such property shall be repaired at the expense of Tenant.

5. No tenant shall use or keep in the Premises, Building or the Project any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of office equipment. No tenant shall use any method of heating or air-conditioning other than that supplied by Landlord. No tenant shall use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to

Landlord or other occupants of the Building by reason of noise, odors or vibrations, or interfere in any way with other tenants or those having business in the Building, nor shall any animals or birds be brought or kept in the Premises or the Building.

6. Tenant acknowledges and agrees to the desirability or the necessity of Landlord, under law or in the prudent management of the Building, organizing and coordinating within the Building and among all tenants, arrangements and exercises appropriate to maximize the safety of all tenants in the event of fire or any other such disaster which may require the partial or total evacuation of the Building. Tenant undertakes and hereby agrees to fully cooperate with and participate in any simulated exercises with respect to the foregoing arrangements and exercises arranged from time to time by Landlord. Tenant hereby indemnifies Landlord, and agrees to hold Landlord harmless, from and against any loss, costs, damages, injuries, or expenses incurred by Tenant as a result of, through, or in conjunction with the arrangement, coordination or performance of the arrangements and exercises as herein described.

7. Tenant shall not tamper with or attempt to adjust temperature control thermostats in the Premises. Landlord shall make adjustments in thermostats as requested by Tenant when consistent with other provisions of this Lease.

Landlord shall supply during business hours Building standard HVAC Service based on an average electrical connected load of 5 watts per rentable square foot and one person per 100 rentable square feet of the Demised Premises (or on each floor of the Demised Premises if the Demised Premises consist of more than one floor).

Tenant agrees that Landlord will not be held responsible for performance to the above specifications in the event that any law or governmental policy shall require Landlord to take measures that will affect the performance of, on the specification of, the HVAC system of the building.

8. All contractors and technicians rendering any installation service to Tenant shall be referred to Landlord for approval and supervision prior to performing any services. This applies to all work performed in the Building, including, but not limited to, installation of telephones, telegraph equipment and electrical devices as well as all installations affecting floors, walls, woodwork, windows, ceilings and any other physical portion of the Building.

9. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name or street address of the Building.

10. Landlord reserves the right to exclude from the Building between the hours of 6:00 P.M. and 7:00 A.M. and at all hours on Saturdays, Sundays and legal holidays all persons who do not present identification acceptable to Landlord. Each tenant shall provide Landlord with a list of all persons authorized by Tenant to enter its premises and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate, including closing doors.

11. The directory of the Building will be provided for the display of the name and location of tenants. Landlord reserves the right to restrict the amount of directory space utilized by any tenant.

12. No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used in connection with any window of the Building without the prior written consent of Landlord. In any event, with the prior written consent of Landlord, such items shall be installed on the office side of Landlord’s standard window covering and shall in no way be visible from the exterior of the Building or the interior of the atrium. Tenant shall keep window coverings closed when the effect of sunlight (or the lack thereof) would impose unnecessary loads on the Building’s heating or air-conditioning system.

13. No tenant shall obtain for use in the Premises, ice, drinking water, food, beverage, towel or other similar services, except at such reasonable hours and under such reasonable written regulations as may be fixed by Landlord.

14. Each tenant shall ensure that the doors of its premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before Tenant or Tenant’s employees leave the Premises so as to prevent waste or damage, and for any default or carelessness in this regard, Tenant shall make good all injuries sustained by other tenants or occupants of the Building of Landlord. On multiple tenancy floors, all tenants shall keep the doors to the Building corridors closed at all times except for ingress and egress.

15. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant who, or whose employees or invites, shall have caused it.

16. Except with the prior written consent of Landlord, no tenant shall sell retail newspapers, magazines, periodicals, theater or travel tickets or any other goods or merchandise to the general public in or on the Premises, nor shall any tenant carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting, printing or photocopying or any similar business in or from the Premises for the service or accommodation of occupants of any other portion of the Building, nor shall the Premises of any tenant be used for manufacturing of any kind, or any business or activity other than that specifically provided for in Tenant’s Lease.

17. Tenant shall not install any radio or television antenna, loudspeaker, or other device on the roof or exterior walls of the Building without the prior written consent of Landlord. No TV or radio or recorder shall be played in such a manner as to cause a nuisance to any other tenant.

18. There shall not be used in any space, or in the public halls of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord may approve. No other vehicles of any kind shall be brought by any tenant into the Building or kept in or about its Premises.

19. Each tenant shall store all its trash and garbage within its premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of office building trash and garbage in the City of Atlanta without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through the freight elevator provided for such purposes and at such times as Landlord shall designate.

20. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building are prohibited, and each tenant shall cooperate to prevent the same.

21. The requirements of tenants will be attended to only upon application in writing at the office of the Building. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord.

22. Landlord may waive any one or more or these Rules and Regulations for the benefit of any particular Tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Building.

23. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the agreements, covenants, conditions and provisions of any lease of premises in the Building.

24. Landlord reserves the right to make such other reasonable, uniform, written rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building and for the preservation of good order therein.

25. For the benefit of all building occupants, their clients and visitors, smoking is not permitted in any of the public areas of the building (especially the lobbies, corridors, exit stairwells, elevators and restrooms) nor at the main entrances to the buildings.

26. Except with the prior written consent of the Landlord, Tenant shall not install or operate any steam or internal combustion engine, boiler, machinery, refrigerating or heating device or air-conditioning apparatus in or about the Premises, or carry on any mechanical business therein. Except for Contaminants (as hereinafter defined) used in the ordinary course of business and in compliance with Requirements of Law (as hereinafter defined), Tenant and its agents, employees, contractors and invitees shall not use, store, release, generate or dispose of or permit to be used, stored, released, generated or disposed of any Contaminants on or in the Premises. “Contaminant” shall mean any substance or waste containing hazardous substances, pollutants, and contaminants as those terms are defined in the federal Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and any substance similarly defined or identified in any other federal, provincial or state laws, rules or regulations governing the manufacture, import, use, handling, storage, processing, release or disposal of substances or wastes deemed hazardous, toxic, dangerous or injurious to public health or to the environment. This definition includes friable asbestos and petroleum or petroleum-based products. “Requirements of Law” shall mean any federal, state or local law, rule, regulation, permit, agreement, order or other binding determination of any governmental authority relating to the environment, health or safety.

EXHIBIT “F”

OPERATING EXPENSES

In addition to the items described in Paragraph 4A of the attached Lease as Operating Expenses, the term Operating Expenses shall also include, without limitation, the following items:

General administrative and management fees; water and sewer charges; sanitary assessments; garbage and waste disposal; license, permit and inspection fees; heat, light, power and other utilities; air conditioning and ventilation; elevator and escalator services; plumbing service; janitorial and cleaning service; maintenance, repair and service contracts; watchmen, guards and personnel engaged in the management, operation, maintenance, repair and protection of the Project, together with wages, fringe benefits, payroll taxes and employee benefits applicable thereto; insurance, including, without limitation, all risk insurance coverage, rent loss and boiler and machinery coverage and personal injury and property damage liability insurance; supplies, materials, tools and equipment; all costs and expenses of contesting by appropriate legal proceedings any matter concerning operating or managing the Project or the amount of validity of any property taxes levied against the Project; the costs and expenses of all personal property, fixtures and equipment (including window washing machinery) used in the management, operation, maintenance and repair of the Project, including, without limitation, exterior window coverings provided by Landlord and carpeting in public corridors and common areas; all fees for professional services (including, but not limited to, attorneys’ and accountants’ fees) rendered in connection with the operation, administration and management of the Project; all consulting fees paid in connection with the operation, maintenance, administration and management of the Project; all costs and expenses of repair, maintenance and cleaning of the roof and exterior of the Building, sidewalks and related common areas (including loading docks) contiguous to the Building and all common areas (including stairs and elevators) window cleaning and similar functions; all costs and expenses for repair or replacement of parts or portions of the Project damaged by fire, flood or other casualty, which costs are not covered by proceeds of insurance carried by Landlord (i) as the result of the applicability of the deductible feature of any such insurance policies, or (ii) for any reason other than the particular casualty involved being expressly and affirmatively excluded from coverage by the specific language of such insurance policies; all costs and expenses for repair and maintenance of all support systems serving the Project, including, but not limited to, water, electrical, gas, fuel, steam, smoke, sewage, elevator, heating, ventilation and air conditioning systems serving the Building; and all other expenditures with respect to the operation, maintenance, administration and management of the Project which are affected in accordance with accepted principles of sound management and accounting practices as applied to the operation, maintenance, administration and management of first-class office buildings in Atlanta, Georgia.

Expenses specifically excluded from Operating Expenses include, without limitation: (i) charitable and political donations; (ii) salaries of employees not associated with the Project; and (iii) fines, fees, penalties and/or late charges caused by Landlord’s negligence.

EXHIBIT “G”

BASE RENTAL ADJUSTMENT

Landlord and Tenant agree that the Base Rent as shown at Paragraph 1.B of the Lease shall be adjusted annually during the Lease term on the anniversary date or the first day of the month in which the anniversary date will occur, if the anniversary is a day other than the first day of a month, as provided below:


PERIOD	ANNUAL RATE PER RSF/PER YR		MONTHLY BASE RENT		ANNUAL BASE RENT
Year 1	$	23.00	$	32,397.42	$	388,769.00
Year 2	$	23.58	$	33,214.40	$	398,572.74
Year 3	$	24.17	$	34,045.46	$	408,545.51
Year 4	$	24.77	$	34,890.61	$	418,687.31
Year 5	$	25.39	$	35,763.93	$	429,167.17
Year 6	$	26.02	$	36,651.34	$	439,816.06
Year 7	$	26.67	$	37,566.92	$	450,803.01
Year 8	$	27.34	$	38,510.67	$	462,128.02
Year 9	$	28.02	$	39,468.51	$	473,622.06
Year 10	$	28.72	$	40,454.51	$	485,454.16

EXHIBIT “H”

SECRETARY’S CERTIFICATE

State of California

County of Los Angeles

I, Mary C. Adams , Corporate Secretary of Learning Tree International USA, Inc., a Delaware corporation, certify that by authority duly given by the corporation,

Joel Stream (Name) is authorized to execute this lease on behalf of

Learning Tree International USA, Inc.

Witness my hand and official seal, this 10 day of October, 2000.

/s/ Mary C. Adams

Corporate Secretary of Learning Tree

International USA, Inc.

Exhibit 10.7

LEASING AGREEMENT

by and between

GE INVESTMENT REALTY PARTNERS I, LIMITED PARTNERSHIP

And

LEARNING TREE INTERNATIONAL USA, INC.

Property:

1801 Rockville Pike

Rockville, Maryland 20852

TABLE OF CONTENTS


Paragraph	Title	Page
1.01	PREMISES	1

2.01	TERM	1

3.01	RENT	2

4.01	USE OF PREMISES	4

5.01	COST OF LIVING ADJUSTMENT	4

6.01	OPERATING EXPENSES-ESCALATION	4

7.01	REAL ESTATE TAXES-ESCALATION	8

8.01	REPAIRS AND MAINTENANCE	9

9.01	LANDLORD’S SERVICES	9

10.01	TENANT’S AGREEMENT	11

11.01	ALTERATIONS	12

12.01	HOLDHARMLESS	14

13.01	INTENTIONALLY DELETED	15

14.01	INSURANCE	15

15.01	ASSIGNMENT AND SUBLETTING	16

16.01	LANDLORD’S RIGHT OF ACCESS	18

17.01	FIRE CLAUSE	18

18.01	CONDEMNATION	19

19.01	DEFAULTS AND REMEDIES	19

20.01	SUBORDINATION CLAUSE	21

21.01	SURRENDER OF POSSESSION	22

22.01	TENANT HOLDING OVER	22

23.01	ESTOPPELS	23

24.01	MISCELLANEOUS	23

25.01	BROKERS	26

26.01	NOTICES AND DEMANDS	26

27.01	QUIET ENJOYMENT	26

28.01	WAIVER OF TRIAL BY JURY	26


29.01	GOVERNING LAW	27

30.01	PARKING	27

31.01	ROOF TOP RIGHTS	27

32.01	RENEWAL	29

33.01	TERMINATION OPTION	29

34.01	ATTORNEY’S FEES	30

35.01	ENVIRONMENTAL MATTERS	30

36.01	ADDENDA	31

iii

(1801)

AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE is made this 1 ^st day of May, 1997, by and between GE INVESTMENT REALTY PARTNERS I, Limited partnership hereinafter referred to as “Landlord” and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation hereinafter referred to as “Tenant”.

WITNESSETH:

PREMISES 1.01 - In consideration of the rent hereinafter reserved and of the covenants hereinafter contained, Landlord does hereby lease to Tenant, and Tenant hereby leases from Landlord, that certain space located on the second (2nd) floor of the Building, shown on the floor plan attached hereto as Exhibit “A”, and designated as Suite 200 (“Premises”). The total agreed square footage of the Premises is 29,433 rentable square feet which includes Tenant’s proportionate share of the common areas and core space of the Building. All measurements of the Premises are in accordance with the Washington, D.C Association of Realtors Standard Method of Measurement dated January 1, 1989. The term “Building” shall mean the office building located at 1801 Rockville Pike, Rockville, Maryland 20852 which, along with the parking garage and retail areas, is sometimes referred to herein collectively as the “Project”. Landlord expressly reserves the right to change the name of the Building or the Project without notice to Tenant.

TERM 2.01 - This Lease shall be in full force and effect from the date it has been executed by both Landlord and Tenant. The term of this Lease shall commence on the Lease Commencement Date (as defined below) and shall terminate at ( ). As used in this Lease, the term “Lease Year” shall have the meaning set forth in this Section. The first year Lease Term shall commence on the Lease Commencement Date and terminate on the last day of the twelfth (12th) full calendar month after such Lease Commencement Date. Each subsequent Lease Year shall commence on the date immediately following the last day of the preceding Lease Year and shall continue for a period of twelve (12) full calendar months, except that the last Lease Year of the Term shall terminate on the date this Lease expires or is otherwise terminated.

2.02 - After delivery of possession, Landlord and Tenant shall execute a Confirmation of Lease in accordance with the form attached hereto as Exhibit “B”.

2.03 - There shall be no charge to Tenant for the Building personnel or engineer for Tenant’s move-into and move-out of the Premises. Tenant shall have exclusive use of one of the elevators during move-in and move-out provided Landlord is notified at least two (2) days prior to such moves. The Initial Basic Rent and Additional Rent (as such terms are defined hereinafter) shall commence on (the “Lease Commencement Date”). Landlord shall not be liable, except to the extent set forth in this Section, for any failure to deliver the Premises or any portion thereof due to the holdover of any tenant. Except to the extent set forth above regarding liability for Initial Basic Rent and Additional Rent, all provisions of this Lease shall apply and govern commencing on the date hereof.

2.04 - Tenant shall receive from Landlord the Premises with any existing improvements presently existing in the Premises in their “as is” condition except the Premises shall be cleared of all trash, debris, furniture and office material left by the previous occupants. Except as expressly provided in this Section, Tenant shall be solely responsible for all costs incurred in connection with the design and construction of the improvements in the Premises, provided Landlord shall contribute an allowance of Ten Dollars ($10.00) per rentable square foot of the Premises for

tenant improvements and architectural plans. Any unspent amount of such allowance remaining after completion of Tenant’s improvements shall be applied until exhausted as a credit against the first installments due of Initial Basic Rent payable hereunder.

Landlord shall have the right to approve Tenant’s general contractor, architect and architectural plans, including Tenant’s choice of ceiling and lighting systems, such approval not to be unreasonably withheld, conditioned or delayed. Landlord shall not charge any construction administration fees or any fees for overhead or profit for the initial improvement of the Premises. Tenant and the contractor constructing the Tenant improvements shall not be required to purchase building stocked materials or use building standard materials. Tenant shall not be required to provide a payment or performance bond. Tenant shall not be charged for reasonable parking of construction related vehicles or the reasonable consumption of utilities during construction of the Premises. Tenant shall be responsible for all third party contractors’ fees and charges, including its architect, general contractor and project manager and for any permit costs and fees. Tenant shall obtain all required permits, including without limitation a certificate of occupancy. The foregoing allowances may be spent for construction and other construction-related costs, including, without limitation, architectural, engineering, design, finish work, telephone and computer wiring, furniture, fixtures, equipment, construction consulting fees and moving related costs. The provisions of Section 11.01 shall otherwise govern Tenant’s construction upon the Premises, but in the event of any conflict, the provisions of this Section 2.04 shall control.

Any existing materials that Tenant reuses (i.e.: lights, doors, frames, hardware, etc.) shall be at no cost to Tenant and shall not be deducted from Tenant’s allowances. Landlord shall be solely responsible for base building heating and air-conditioning systems, base Building fire and safety systems, base Building compliance with the Americans with Disabilities Act (including bathrooms and elevator lobbies) and other building code issues related to the common areas of the Building. On or before the second anniversary of the Lease Commencement Date, Landlord shall perform certain cosmetic renovation work in the lobby of the Building, the nature and extent of which will be solely at Landlord’s discretion.

Tenant shall have the right to authorize disbursement of funds to the selected general contractor using AIA documents G702 and G703. Upon Tenant’s authorization, Landlord shall pay the general contractor directly within thirty (30) days of submission of invoices evidencing such work.

At the expiration of the Term, Tenant may remove movable walls, raised floor, Tenant’s trade fixtures, reception desks, A/V equipment (including 1 screen, monitors, projectors), security equipment, furniture and rooftop equipment, but shall immediately repair any damage caused by such removal.

RENT 3.01 - Tenant hereby covenants and agrees to pay with the execution of this Lease an amount equal to one-twelfth of the initial basic annual rent which shall be applied to the first month’s rent and/or carry-over month’s rent. Such initial basic annual rent (“Initial Basic Rent”) shall be Six Hundred Thirty-two Thousand Eight Hundred Nine and 501100 Dollars ($632,809.50), payable in equal monthly installments of Fifty-two Thousand Seven Hundred Thirty-four and 131100 Dollars ($52,734.13), in advance on the first day of each month during the first Lease Year. Initial Basic Rent shall be adjusted in each subsequent Lease Year as provided in Article 5 hereof. Landlord shall abate the monthly installments of Initial Basic Rent due and payable for the first six (6) calendar months after the date rent first becomes payable hereunder.

3.02 - If the Lease Commencement Date is on a day other than the first day of a month, rent from such date until the first day of the next succeeding month shall be prorated on the basis of the actual number of days in such month and shall be payable in advance on the Lease Commencement Date.

3.03 - The Basic Rent and all Additional Rent as provided for under this Lease shall be paid promptly when due, in cash or by check, in lawful money of the United States of America, without notice or demand and without deduction, diminution, abatement, counterclaim or set off of any amount or for any reason whatsoever, payable to Landlord c/o Polinger Shannon & Luchs Company, as “Agent”, and delivered to Polinger Shannon & Luchs Company at its offices at the address as stated in Article 26 or to such other person and place as may be designated by notice in writing from Landlord to Tenant from time to time. If Tenant shall present to Landlord more than twice during any calendar year checks or drafts not honored by the institution upon which they are issued due to non-sufficient funds or closed account, then Landlord may require that future payments of Basic Rent and Additional Rent and other sums thereafter payable be made by certified or cashier’s check.

3.04 - All amounts other than Basic Rent required to be paid by Tenant to Landlord under the terms of this Lease and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered additional rent (“Additional Rent”). Additional Rent payable pursuant to Articles 6 and 7 hereof shall be due and payable on the first day of each month during the Tern together with installments of Basic Rent. Additional Rent other than that payable pursuant to Articles 6 and 7 shall be due and payable within fifteen (15) days following receipt of a statement from Landlord of such amounts. Notwithstanding any dispute which may arise in connection with the computation or estimate of any Additional Rent due, Tenant shall be obligated to pay the amount specified by Landlord, without deduction, diminution or set-off pending the resolution of the dispute.

3.05 - Other remedies for non-payment notwithstanding, any installment of rent which is not paid within ten (10) days after the due date shall be subject, at Landlord’s option each month, to a late charge equal to five percent (5%) of the amount due, which shall be payable as Additional Rent. Any installment of Initial Basic Rent, Basic Rent or Additional Rent not paid within fifteen (15) days from the date due shall accrue interest at the rate of three percent (3%) higher than the rate announced by Citibank, N.A. from time to time as its prime rate (the “Prime Rate”) (but in no event higher than the maximum rate allowed by law) until paid in full, which interest shall be deemed Additional Rent hereunder; provided, however, that prior to the imposition of such interest or such late charge, Landlord shall notify Tenant in writing of such late payment of rent and Tenant shall have five (5) days after such notice to make full payment of the installment of rent then due; provided further, however, that Landlord shall be required to send such notice no more than two (2) times in any 12 month period; and provided further, however, that Landlord’s failure to deliver such notice shall in no way limit Landlord in exercising any other remedies for non-payment.

3.06 - No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installments of rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check for payment without prejudice to Landlord’s right to recover the balance of such rent or to pursue any other remedy provided in this Lease.

3.07 - Tenant’s pro rata share of increases in Operating Expenses, as defined in Article 6, is agreed to be 16.67 percent. Tenant’s pro rata share of increases in Real Estate Taxes, as defined in Article 7, is agreed to be 16.67 percent. Tenant’s pro rata share was calculated by dividing the rentable square feet of the Premises by the square footage of the Building, which is 176,563.

3.08 - It is agreed by Landlord and Tenant that no rent for the use, occupancy or utilization of the Premises shall be, or is, based in whole or in part on the net income or profits derived by any person from the Building , Project or the Premises, and Tenant further agrees that it will not enter into any sublease, license, concession or other agreement for any use, occupancy or utilization of the Premises which provides for rent or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person from the

Premises so leased, used, occupied or utilized. Nothing in the foregoing sentence, however, shall be construed as permitting or constituting Landlord’s approval of any sublease, license, concession, or other use, occupancy, or utilization agreement not otherwise approved by Landlord in accordance with the provisions of Section 15.01 hereof.

USE OF PREMISES 4.01 - Tenant covenants to use the Premises only for general office use and/or to carry on the business of classroom training for advanced information technology professionals in information technology (“Professional Classroom Training”) and for no other purpose, subject to and in accordance with all applicable zoning and other zoning and other governmental regulations. Tenant, at its own expense, shall comply with and promptly carry out all orders, requirements or conditions imposed by the ordinances, laws and regulations of all of the governmental authorities having jurisdiction over the Premises, which are occasioned by or required in the conduct of Tenant’s business within the Premises and to obtain all licenses, permits and the like required to permit Tenant to occupy the Premises.

4.02 - Tenant accepts the Premises and the rest of the Project from Landlord in “as is” condition, except to the extent specifically provided elsewhere in this Lease.

4.03 - Tenant shall not permit the Premises, or any part thereof, to be used for general public education or for any disorderly, unlawful or hazardous purpose, nor as a source of annoyance or embarrassment to Landlord or other tenants, nor for any purpose other than herein before specified, nor for the manufacture of any commodity therein, without the prior written consent of Landlord.

4.04 - Landlord hereby reserves to itself and its successors and assigns the following rights (all of which are hereby consented to by Tenant): (i) to change the lobby, street address and/or name of the Building and/or the arrangement and/or location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other public parts of the Building, (ii) to control and operate the public portions of the Building and the public facilities, as well as facilities furnished for the common use of the tenants, in such a manner as it deems appropriate for the benefit of tenants generally, and (iii) to erect, use and maintain pipes and conduits in and through the Premises (but in a manner so as to minimize interference with Tenant’s use thereof), and Landlord may exercise any or all of the foregoing rights without being deemed to be guilty of an eviction, actual or constructive, or a disturbance or interruption of the business of Tenant or Tenant’s use or occupancy of the Premises.

COST OF LIVING ADJUSTMENT 5.01 - Effective on the first day of the second Lease Year, and on the first day of each subsequent Lease Year so long as this Lease remains in effect, the Initial Basic Rent set forth in Article 3 shall be increased on an annual basis; and Tenant covenants to pay Landlord, during each ensuing Lease Year, such new adjusted Basic Rent (“Basic Rent”) in an amount which is equal to one hundred two and one-quarter percent (102.25%) of the Initial Basic Rent or Basic Rent, as applicable, payable at the end of the immediately preceding Lease Year, as more particularly set forth in Exhibit “D” attached hereto.

5.02 - The resulting new Basic Rent shall be payable in equal monthly installments, each in advance, on the first day of each month.

OPERATING EXPENSES-ESCALATION 6.01 - Tenant shall pay to Landlord, as Additional Rent, Tenant’s pro rata share, as specified in Section 3.07, of the amount by which the Operating Expenses for the Comparison Year exceed the Operating Expenses for the Base Year (adjusted to reflect a one hundred percent (100%) occupied Building), provided, however, that with respect only to the Comparison Year commencing January 1, 1998, the amount due from Tenant shall be (i) Tenant’s fill pro rata share of the amount by which Operating Expenses in such Comparison Year exceed the Operating Expenses in the Base Year, multiplied by (ii) a fraction, the numerator of which is the number of days from the Lease Commencement Date through

December 31, 1997 and the denominator of which is 365. In the event the Building is not at least one hundred percent (100%) occupied in the Base Year or any Comparison Year, Operating Expenses for the Base Year and such Comparison Year shall be adjusted by Landlord to be equal to the amounts which would have been incurred in Landlord’s reasonable judgment if the Building had been one hundred percent (100%) occupied. All operating expenses to be included in the Base Year shall be calculated without regard to any rental abatements provided to Tenant or other tenants of the Building, or vacancies in excess of five percent (5%) of the Building (i.e., management fees shall be included in the Base Year).

6.02 - For purposes of this Article:

(a) The term “Operating Expenses” shall mean any and all costs, expenses and charges incurred by Landlord in connection with the operation, maintenance and repair of the Project including, but not limited to the following: (i) charges or fees for, and taxes on, the furnishing of electricity, fuel, water, sewer, gas, oil, solid waste disposal and other utilities; (ii) (at Landlord’s sole but reasonable discretion) security; (iii) pest control; (iv) cleaning of windows and exterior curtain walls; (v) char and janitorial services; (vi) trash and snow removal; (vii) landscaping and repair and maintenance of grounds; (viii) salaries, wages, and benefits for persons engaged in the operation, maintenance or repair of the Project, including benefits, payroll taxes and worker’s compensation insurance; (ix) license fees and governmental permits; (x) casualty, liability and rent loss insurance; (xi) cleaning supplies; (xii) uniforms and dry cleaning service; (xiii) supplies, repairs, replacements and other expenses for maintaining and operating the Project; (xiv) the cost, including interest (at a rate no greater than the greater of interest actually incurred or two percent (2%) over the Prime Rate then announced by Citibank, N.A.), amortized over its useful life of (A) any capital improvement made to the Project which is required under any governmental law or regulation promulgated or passed into law after the date hereof or (B) any improvement, device or other equipment which is intended to improve the service, capacity or operating efficiency of the Project or of any system within the Project; (xv) Landlord’s accounting fees and costs, including without limitation such costs incurred for the preparation of statements of operating expenses or incurred in order to reduce operating expenses; (xvi) legal fees and costs relating to the operation, repair or maintenance of the Project or incurred in order to reduce operating expenses; (xvii) service or management contracts with independent contractors and general overhead; (xviii) administrative expenses; (xix) management fees; (xx) telephone, telegraph and stationery; (xxi) costs of any management office at the Project; and (xxii) the costs of any other items which, under generally accepted accounting principles consistently applied from year to year with respect to the Property, constitute operating and maintenance costs attributable to any or all of the Project.

Notwithstanding anything to the contrary contained herein, Operating Expenses and Real Estate Taxes shall not include:

(1) original construction costs of the Building;

(2) interest and amortization of funds borrowed by Landlord, whether secured or unsecured;

(3) reserves for repairs, maintenance and replacements;

(4) costs or expenses associated with leasing space in the Building or the sale of any interest in the building, including, without limitation, advertising and marketing, commissions or any amounts paid for or on behalf of a Tenant such as space planning, moving costs, rental and other tenant concessions;

(5) ground rents;

(6) salaries, wages or other compensation paid for off-site employees above the level of regional manager (or similar level) of any property management organization whose salaries are covered by a management fee (i.e., national property manager or clerical personnel);

(7) amounts paid to any partners, shareholder, officer or director of Landlord, for salary or other compensation in their capacity as an executive of Landlord;

(8) costs of electricity and HVAC outside normal business hours sold to other tenants of the Building by Landlord or any other material item of special service to tenants in excess of that furnished to Tenant whether or not Landlord receives reimbursement from such tenants as an additional charge;

(9) expenses for repairs, replacements or improvements arising from the initial construction of the Building to the extent such expenses are reimbursed to Landlord by virtue of warranties from contractors or suppliers;

(10) any costs which are above arm’s-length market prices for goods or services and are paid to any person, firm or corporation related or affiliated with Landlord or any general partner, officer or director of Landlord or any of its general partners (such arrangements with affiliates to be disclosed by Landlord);

(11) accounting or legal fees incurred in tenant disputes, or in procuring tenants, or for fees personal to Landlord’s corporate or partnership status;

(12) all costs shall be reduced by the amount of insurance or condemnation awards or other reimbursements, recoupments, payments, or allowances received by Landlord;

(13) cost of renovating or otherwise improving space for new tenants or renovating space vacated by any tenant;

(14) costs relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity, such as trustee’s fees, partnership organization or administration expenses, and deed recordation expenses;

(15) interest or penalties arising by reason of Landlord’s failure to timely pay any Operating Expenses or Real Estate Taxes;

(16) costs incurred to encapsulate, remove or remedy any Hazardous Substances (as defined below);

(17) capital improvements to the Building (whether leased or owned) other than the amortization described above;

(18) depreciation of the Building or any equipment, machinery, fixtures or improvements therein, other than the amortization described above;

(19) any costs related to Landlord’s Building violation of the American with Disabilities Act;

(20) any costs incurred due to Landlord’s violation of any term or condition of this Lease or any other lease relating to the Building;

(21) the cost of correcting any code or legal violations in the Building which were violations prior to the date of this Lease as the code or law was then enforced;

(22) costs for acquisitions of sculpture, paintings or other objects of art;

(23) title insurance, automobile insurance, key man and other life insurance, long-term disability insurance and health; accident and sickness insurance, excepting only group plans (or like benefits) providing reasonable benefits to persons of the grade of regional manager and below involved in the operation and management of the Building (provided that, the cost of benefits with respect to any such person dividing his or her time between the Building and any other buildings shall be apportioned pro rata among all such buildings); and

(24) any material, major new category of expenditure which was not included in Tenant’s base year operating expenses, provided however that Tenant shall pay for its pro rata share of increases relating to such new category each year of the Term above the first twelve (12) months, of said new category.

Landlord agrees to keep reasonably accurate books and records reflecting Operating Expenses in accordance with generally accepted accounting principles consistently applied, and to make such records, and reasonable supporting detail available for examination during normal

business hours upon reasonable notice by Tenant and its representatives; provided that any such examination or audit shall be by a CPA and shall be at Tenant’s sole cost and expense, unless the audit discloses a discrepancy of five percent (5%) or more in the aggregate, in which event, Landlord shall be responsible for the reasonable hourly fees of the CPA conducting the audit.

Landlord shall generally in the aggregate not expend amounts materially in excess of those which are normal and customary in the industry for buildings of similar age and character. Tenant shall only be liable for Operating Expenses which are attributable to the term of this Lease or such time as Tenant occupies the Premises, whichever is greater.

(b) The term “Base Year” shall mean calendar year 1997.

(c) The term “Comparison Year” shall mean the period of twelve months commencing on January 1st of each year and ending on December 31st of each year. Landlord shall provide Tenant with a reasonably detailed statement of Operating Expenses adjusted to reflect one hundred percent (100%) occupancy if the Building is less than one hundred percent (1 00%) occupied.

6.03 - Nothing contained in this Article 6 shall be construed at any time to reduce the rent payable hereunder below the amount stipulated in Articles 3 and 5 of this Lease.

6.04 - If the termination date of this Lease shall not coincide with the end of a Comparison Year, then in computing the amount payable under this Article 6 for the period between the commencement of the applicable Comparison Year in question and the termination date of this Lease, the amount that would have been due from Tenant for the full year, if Tenant had been a tenant for the entire Comparison Year, shall be prorated so as to include only the portion of the Comparison Year that Tenant is a tenant in the Project. Tenant’s obligation to pay increased Operating Expenses under this Article 6 for the final period of the Lease (as well as for any earlier period not paid as of the expiration of the Lease) shall survive the expiration of the Term.

6.05 - Landlord reserves the right, with the beginning of the second (2nd) Lease Year and continuing throughout the Term, to require that Tenant pay each month in advance, as Additional Rent, one-twelfth of Tenant’s estimated annual obligation under this Article 6. Such payments shall in no way limit Tenant’s annual obligation. If the total of such monthly installments paid is less than Tenant’s total obligation, Tenant shall pay the difference within ten (10) days following receipt of Landlord’s statement. Any overpayment shall be credited to Tenant’s Initial Basic Rent for the next succeeding month or in the event such over payment is payable following the expiration of this Lease, Landlord shall pay to Tenant the amount of overpayment within thirty (30) days following the determination of such overpayment but no later than June 1 of the calendar year following such expiration.

6.06 - Excess Operating Expenses payable by Tenant in any calendar year shall not include increases in those Operating Expenses identified in clauses ii, iii, iv, v, vi, vii, viii, xi, xii, xiii, xv, xvi, xvii, xviii, xix, xx, xxi and (xxii) (“Controlled Costs”) which in the aggregate exceed four percent (4%) of the aggregate of such Operating Expenses paid or incurred by Landlord during the preceding calendar year (“Cap”). In the event that the Controlled Costs increase in any calendar year by an amount less than the Cap, any such shortfall shall be carried forward to later calendar years by Landlord to raise the Cap for such years, provided that (a) such shortfall(s) carried forward to later years shall not raise the Cap in any calendar year to more than twelve percent (12%) in excess of the aggregate of such Operating Expenses incurred or paid by Landlord in the immediately preceding calendar year and (b) the cumulative increase during the remaining Term shall not exceed an average of four percent (4%) per calendar year. In the event that the Controlled Costs increase in any calendar year by an amount greater than the Cap, any such excess shall be carried forward to later calendar years in which the Controlled Costs increase in an amount less than the Cap, provided that the cumulative increase during the remaining Term does not exceed an average of four percent (4%) per year.

REAL ESTATE TAXES-ESCALATION 7.01 - Tenant shall pay to Landlord, as Additional Rent, Tenant’s pro rata share, as specified in Section 3.07, of the amount by which Real Estate Taxes for or attributable to the then current Real Estate Tax Year exceeds the Base Real Estate Taxes. If the system of real estate taxation shall be altered or varied and any new tax or levy shall be levied or imposed on said land, Project and improvements, and/or Landlord, in substitution for real estate taxes presently levied or imposed on immovables in the jurisdiction where the Project is located, then any such new tax or levy shall be included within the term “Real Estate Taxes”. Commencing with the beginning of the second (2nd) Lease Year and continuing throughout the Term, Tenant shall pay each month, in advance, as Additional Rent, one-twelfth of Tenant’s estimated annual obligation under this Article 7. Such payments shall in no way limit Tenant’s annual obligation. If the total of such monthly installments paid is less than Tenant’s total obligation, Tenant shall promptly pay the difference upon receipt of Landlord’s statement. Any overpayment shall be credited to Tenant’s Initial Basic Rent for the next succeeding month, or in the event such overpayment is payable following the expiration of this Lease, Landlord shall pay to Tenant the amount of overpayment within thirty (30) days following the determination of such overpayment.

7.02 - For purposes of this Article:

(a) The term “Real Estate Taxes” means all taxes, rates and assessments, general and special, levied or imposed with respect to the land, Project and improvements constructed thereon (including all taxes, rates and assessments, general and special, levied or imposed for school, public betterment and for general or local improvements.

(b) The term “Base Real Estate Taxes” means the assessed value of said land, Project and improvements, multiplied by the then current rate, for the tax year commencing July 1, 1997 and ending June 30, 1998.

(c) The term “Real Estate Tax Year” means each successive twelve month period following and corresponding to the period in respect of which the Base Real Estate Taxes are established, irrespective of the period or periods which may from time to time in the future be established by competent authority for the purposes of levying or imposing real estate taxes. Any inheritance, estate, succession, transfer, gift tax, or capital levy shall not be included in Real Estate Taxes and further, no franchise, corporation, income or profit tax calculated upon the Landlord’s net income shall be passed through to the Tenant, except to the extent that if at any time during the Term of this Lease the methods of taxation prevailing at the commencement of the term of this Lease shall be altered so that in lieu of, or as a substitute for, the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed a tax, assessment, levy, fee or other charge: (i) on or measured by the rents received therefrom; (ii) measured by or based in whole or in part upon the Building and imposed upon Landlord; or (iii) measured by the rent payable by Tenant under this Lease, then all such taxes, assessments, levies, impositions, charges or fees or the part thereof so measured or based, shall be deemed to be included within the term “Real Estate Taxes”.

7.03 - Reasonable expenses incurred by Landlord in obtaining or attempting to obtain a reduction of any Real Estate Taxes shall be added to and included in the amount of any such Real Estate Taxes. Real Estate Taxes which are being contested by Landlord shall nevertheless be included for purposes of the computation of the liability of Tenant under Section 7.01 hereof; provided however, that in the event that Tenant shall have paid any amount of increased rent pursuant to this Article 7 and Landlord shall thereafter receive a refund of any portion of any Real Estate Taxes on which such payment shall have been based, Landlord shall pay to Tenant the appropriate portion of such refund. Landlord shall have no obligation to contest, object or litigate the levying or imposition of any Real Estate Taxes and may settle, compromise, consent to, waive

or otherwise determine in its discretion any Real Estate Taxes without consent or approval of Tenant.

7.04 - Nothing contained in this Article 7 shall be construed at any time to reduce the rent payable hereunder below the amount stipulated in Articles 3 and 5 of this Lease.

7.05 - It is understood and agreed that Tenant shall not be liable for any addition to the Real Estate Taxes by reason of Landlord’s failure to pay such taxes when due.

7.06 - If the termination of this Lease shall not coincide with the end of a Real Estate Tax Year, then in computing the amount payable under this Article 7 for the period between the commencement of the applicable Real Estate Tax Year in question and the termination date of this Lease, the amount that would have been due from Tenant for the full year, if Tenant had been a tenant for the entire Real Estate Tax Year, shall be prorated so as to include only the portion of the Real Estate Tax Year that Tenant is a tenant in the Project. Tenant’s obligation to pay increased Real Estate Taxes under this Article 7 for the final period of the Lease (as well as for any earlier period not paid as of the expiration of the Lease) shall survive the expiration of the Term.

REPAIRS AND MAINTENANCE 8.01 - Except for repairs arising solely from Landlord’s acts of gross negligence, which have been brought to Landlord’s attention by Tenant’s prior written notice, or willful misconduct, Tenant will keep the Premises and fixtures and equipment therein in clean, safe and sanitary condition, will take good care thereof, will suffer no waste or injury thereto, and will, at the expiration or other termination of the Term, surrender the same, broom clean and in good order and condition (as on the Lease Commencement Date), ordinary wear and tear excepted. Tenant shall be under no obligation to restore the Premises to the condition or layout that such Premises were accepted in by Tenant on the date hereof, but Tenant shall be required to restore the Premises to the good order and condition and that they are in as of the Lease Commencement Date; provided, however, that this restoration requirement shall not be construed to limit the Tenant’s removal rights set forth in Section 2 1 .O1 hereof. If Tenant fails to make such repairs promptly, Landlord, at its option, may make such repairs and Tenant shall pay Landlord on demand Landlord’s actual costs in making such repairs plus a fee of ten percent to cover Landlord’s overhead. Landlord shall not be liable to Tenant for any damage or inconvenience and Tenant shall not be entitled to any abatement or reduction of rent by reason of any repairs, alterations or additions made by Landlord under this Lease. In the event Landlord needs to perform work in the Premises which will interfere with the Tenant’s normal course of business, the Landlord shall use its reasonable efforts to perform such work and clean up the area after Tenant’s business hours and prior to the Tenant’s next day of business.

8.02 - Landlord shall keep and maintain the base building structure and systems, including the exterior walls, elevators, electrical, plumbing and HVAC systems, fire and life safety systems, and the ground floor lobby and other common areas and facilities of the Building. Landlord’s cost of maintenance is subject to the Operating Expense provisions of Article 6.

LANDLORD’S SERVICES 9.01 - Landlord covenants and agrees that it shall furnish without additional charge:

(a) heat and air-conditioning between the hours of 8:00 A.M. and 6:00 P.M. Monday through Friday of each week and 8:00 A.M. and 1:00 P.M. on Saturday of each week (except New Year’s Day, Memorial Day, July Fourth, Labor Day, Thanksgiving Day and Christmas) to maintain the Premises at not more than 75°F with fifty percent (50%) relative humidity in summer (with exterior temperature of less than 96°F and 75°F wet bulb) and not less than 70°F in winter (with exterior temperature of more than 10°F). Landlord shall be responsible for maintaining the air quality in the Premises in accordance with current building code. Overtime HVAC may be available by prior arrangement with Landlord, and Tenant shall be billed at

Landlord’s actual direct cost without markup or personnel cost (provided that Tenant shall not be liable for up to 100 hours of such overtime HVAC during the initial Term hereof);

(b) electricity for lighting purposes and operation of ordinary modern office and Professional Classroom Training equipment sufficient to supply only an average demand load of five (5) watts per rentable square foot of the Premises, exclusive of HVAC demand load;

(d) janitor and char services Monday through Friday of each week, except the foregoing holidays, generally in accordance with the specifications attached hereto as Exhibit “EM; it being understood and agreed, however, that Landlord shall not be liable in any way for any damage or inconvenience caused by the cessation or interruption of such heating, air-conditioning, electricity, elevator, janitor or char service and Tenant shall not be entitled to any abatement or reduction of rent or to terminate this Lease by reason thereof.

Notwithstanding anything to the contrary contained herein, if Tenant cannot reasonably use at least fifty percent (50%) of the Premises for Tenant’s business operations by reason of any interruption in services other than those interruptions arising from or in connection with the matters described in Section 24.10 hereof, and such interruption exists for ten (10) consecutive days, then Tenant’s rent shall be equitably abated from the eleventh (11th) day after such interruption for that portion of the Premises that Tenant is unable to reasonably use until such service is restored and Tenant is able to use the Premises. If the interruption of services is due to Landlord’s failure to pay for any such service and Tenant shall not be in monetary default hereunder and shall not be in non-monetary default hereunder in a manner which has caused or is related to such interruption of service, abatement shall commence two (2) business days following cessation of service. Such cessation or interruption shall not be considered an eviction, actual or constructive. If Tenant shall not be satisfied with the char and janitorial services provided by Landlord, Tenant shall have the right to employ its own cleaning service (upon obtaining Landlord’s prior written approval of the proposed cleaning contractor, which approval shall not be unreasonably withheld) and Landlord shall reduce Tenant’s Additional Rent obligations hereunder by the amount of savings, if any, which Landlord shall receive from its cleaning contractor as a result of Tenant cleaning the Premises.

9.02 - Tenant shall pay all utility costs (a) arising in connection with any of Tenant’s demand load in excess of an average of five (5) watts per rentable square foot exclusive of HVAC demand load and (b) the cost of installing, servicing and maintaining any equipment in connection with such excess demand load or arising in connection with HVAC supplemental needs, special or additional inside or outside wiring or lines, meters or submeters, transformers, poles, and/or the costs of any other equipment or accessory required to supply the amount or type of electricity or power available to the Premises.

9.03 - Landlord reserves the right to erect, use, connect to, maintain and repair pipes, ducts, conduits, cables, plumbing, vents and wires in, to and through the Premises as and to the extent that Landlord deems necessary or appropriate for the proper operation and maintenance of the Project (including the servicing of other tenants in the Project) and the right at all times to transmit water, heat, air-conditioning and electric current through such pipes, ducts, conduits, cables, plumbing, vents and wires. In exercising such rights, Landlord shall use reasonable efforts not to materially interfere with Tenant’s use and occupancy of the Premises.

9.04 - If any public utility or governmental body shall require Landlord or Tenant to restrict the consumption of any utility or reduce any service to the Premises or the Project, Landlord and Tenant shall comply with such requirements whether or not the utilities and services referred to in this Article are thereby reduced or otherwise affected, without any abatement, reduction, setoff, rebate or adjustment of the Basic Rent, Additional Rent or other sums payable by Tenant hereunder.

9.05 - Landlord shall have a Building directory in the lobby of the Building, and Tenant may have up to ten (10) listings at no cost to Tenant. Landlord shall supply suite entry signs in

standard Building lettering, at Landlord’s sole expense. Any subsequent modification to Tenant’s initial listings or Tenant’s initial suite entry door (if approved by Landlord) shall be at Tenant’s sole expense.

9.06 - Landlord agrees to provide and install a sign on the exterior of the Building on the Building’s existing retail signage band at the current existing location at Tenant’s sole cost and expense. The format, style, color, lighting (if any) and other characteristics of the sign shall be subject to Landlord’s approval, which shall not be unreasonably withheld if Tenant’s proposed sign is of first class design consistent with the other signage, quality and uses of the Building. The size of the sign shall not exceed twelve (12) inches in height and fifteen (15) feet in length.

9.07 - Landlord shall provide a monitored card or key access system for the Building, its garage and its elevators and shall supply cards or keys in reasonable quantities required by Tenant. Tenant shall have the right, at its sole expense, to employ the same access monitoring system for its Premises. Tenant shall have access to the Building loading dock and Premises twenty-four (24) hours per day each day of the year, subject to the matters described in Section 24.10 hereof.

9.08 - Landlord shall comply (as an Operating Expense) with any regulation promulgated following the date hereof by any governmental authority having jurisdiction regarding air quality in the Building.

9.09 - Landlord shall maintain the Building (excluding the Premises), including, without limitation, the foundation and structural elements of the Building, the public corridors, elevators, public washrooms, and lobby of the Building, the roof, roof membrane and exterior windows of the Building, the parking area, private streets, ways and sidewalks of the Property and the electrical, plumbing, life safety, telephone cable, heating, ventilation and air conditioning systems of the Building (excluding any portion thereof in the Premises) (the “Building Systems”), and all Building hardware, light fixtures and ballast’s generally in normal and customary order and repair throughout the Lease Term generally in accordance with the standard of other similar buildings in Rockville, Maryland.

TENANT’S AGREEMENT 10.01 - Tenant covenants and agrees:

(a) not to obstruct or interfere with the rights of other tenants, or injure or annoy them or those having business with them or conflict with them, or conflict with the fire laws or regulations, or with any insurance policy upon said Project or any part thereof, or with any statutes, rules or regulations now existing or subsequently enacted or established by the local, state or federal governments and Tenant shall be answerable for all nuisances caused or suffered on the Premises, or caused by Tenant in the Project, or on the approaches thereto;

(b) not to place a load on any floor exceeding the floor load which such floor was designed to carry in accordance with the plans and specifications of the Project, and not to install, operate or maintain in the Premises any safe or heavy item of equipment except in such manner and in such location as Landlord shall prescribe so as to achieve a proper distribution of weight;

(c) not to strip or overload, damage or deface the Premises, hallways, stairways, elevators, parking facilities or other public areas of the Project, or the fixtures therein or used therewith, nor to permit any hole to be made in any of the same;

(d) not to suffer or permit any trade or occupation to be carried on or use made of the Premises which shall be unlawful, noisy, offensive, or injurious to any person or property, or such as to increase the danger of fire or affect or make void or voidable any insurance on the Project, or which may render any increased or extra premium payable for such insurance, or which shall be contrary to any law or ordinance, rule or regulation from time to time established by any public authority;

(e) not to move any furniture or heavy equipment into or out of the Premises except at such times and in such manner as Landlord may from time to time designate;

(f) not to place upon the interior or exterior of the Project, or any window or any part thereof or door of the Premises, any placard, sign, lettering, window covering or drapes, except such and in such place and manner as shall have been first approved in writing by Landlord and to use Project standard signage characters and format on its suite entry door, which shall be installed at Landlord’s cost;

(g) to park vehicles only in the area from time to time designated by Landlord;

(h) to conform to all rules and regulations from time to time established by the appropriate insurance rating organization and to all reasonable rules and regulations from time to time established by Landlord, including those attached as Exhibit “C” hereto (it being understood that nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce such rules and regulations, or the terms, conditions or covenants contained in any other lease, as against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, or invitees);

(i) to be responsible for the cost of removal of Tenant’s bulk trash at time of move-in, during occupancy and move-out;

(j) not to conduct nor permit in the Premises either the generation, use, treatment, storage or disposal of any “Hazardous Materials”, which are defined as (1) “hazardous wastes”, as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time, (2) “hazardous substances”, as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, (3) “toxic substances”, as defined by the Toxic Substances Control Act, as amended from time to time, (4) “hazardous materials”, as defined by the Hazardous Materials Transportation Act, as amended from time to time, (5) oil i or other petroleum products, and (6) any substance whose presence could be detrimental to the Building or hazardous to health or the environment, and shall prohibit its assignees and sublessees and employees, agents and contractors (collectively, “Permitees”) from doing so; and Tenant shall indemnify, defend, protect and hold Landlord and its agents harmless from all loss; costs, foreseeable and unforeseeable, direct or consequential; damages; liability; fines; prosecutions; judgments; litigation; and expenses, including but not limited to, clean-up costs, court costs and reasonable attorneys’ fees arising out of or in connection with any violation of the provisions of this Article by Tenant or its Permitees.

ALTERATIONS 11.01 - Except as expressly provided below, Tenant shall not renovate the Premises or make any alterations, additions, or other improvements in or to the Premises or install any equipment of any kind, including without limitation any alterations that shall require any alterations or additions or affect the use of the Project’s water system, heating system, plumbing system, air-conditioning system, or electrical system or other mechanical system, or install any telephone antennae on the roof, in the windows, or upon the exterior of the Building without the prior written consent of Landlord subject to the rules and regulations.

Notwithstanding the foregoing Tenant may paint or carpet without any notice to or consent of Landlord. Landlord is under no obligation to make any structural or other alterations, decorations, additions, improvements or other changes in or to the Premises. Any additional alterations, which are necessary in order for the Premises to comply with requirements of the Americans with Disabilities Act or such other laws or amendments thereto which may be hereinafter enacted during the Term or any extensions or renewals hereof shall be the responsibility of Tenant, and Tenant hereby agrees to indemnify protect, defend and hold Landlord harmless from any loss, liability cost, claim or damages (including reasonable attorney’s fees) incurred by Landlord as a result of Tenant’s failure to make such additional alterations.

Landlord shall be solely responsible for compliance with ADA in the Building (excluding the Premises but including the bathrooms and elevator lobbies on the floor). If any alterations or additions are made by Tenant without Landlord’s consent, Landlord may correct or remove them and Tenant shall be liable for any and all costs and expenses incurred by Landlord in the

correction or removal of such work. All plans and specifications for any such work shall be prepared by Tenant at Tenant’s expense and shall thereafter be submitted to Landlord for review.

If any alterations or additions are not, with Landlord’s consent, performed by Landlord or its contractor, such alterations shall be made:

(a) in a good, workmanlike first-class and prompt manner;

(b) using new materials only;

(d) in accordance with all applicable legal requirements and requirements of any insurance company insuring the Building or portion thereof, including, but not limited to, compliance with the Americans with Disabilities Act.

As a further condition of Landlord’s consent to the use of Tenant’s contractor, Tenant or Tenant’s contractor must evidence insurance coverage to include:

(a) Worker’s Compensation Coverage and

(b) Comprehensive General Liability and Property Damage Insurance in the amount of not less than Two Million Dollars ($2,000,000.00) in the aggregate.

Tenant shall provide to Landlord guarantee by each of Tenant’s prime contractors and material men for the benefit of Landlord, Tenant and such other parties as Landlord shall designate that all work performed and materials and equipment furnished by such contractors will conform to the requirements of the \ plans and specifications as to the kind, quality, function of the equipment and characteristics of material and workmanship and will remain so for a period of at least one year from the date that the work has been completed, and in the event any deficiency, defects, faults or imperfections of materials, equipment or workmanship shall appear prior to the expiration of such period, the contractor, upon receiving written notice thereof from Landlord or Tenant will immediately correct and repair the same at the expense of such contractor; said guarantees to be effective whether or not any part of the aforesaid work has been subcontracted by the contractor.

Tenant shall not permit a mechanic’s lien(s) to be placed upon the Premises, the Building or the Project as a result of any alterations or improvements made by it and agrees, if any such lien be filed on account of the acts of Tenant, promptly to pay the same. If Tenant fails to discharge such lien within ten (10) days of its notice to Tenant of its filing, then, in addition to any other right or remedy of Landlord, Landlord may, at its election, discharge the lien.

Tenant shall pay on demand as Additional Rent any amount paid by Landlord for the discharge or satisfaction of any such lien, and all attorney’s fees and other costs and expenses of Landlord incurred in defending any such action or in obtaining the discharge of such action or in obtaining the discharge of such lien, together with all necessary disbursements in connection therewith it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same.

It is understood and agreed by Landlord and Tenant that any such alterations shall be conducted on behalf of Tenant and Landlord shall have no liability with respect thereto. It is further understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any such alterations, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s interest in the Premises, the Building or the Land to any mechanic’s or materialmen’s liens which may be filed in respect of any such alterations made by or on behalf of Tenant.

Tenant hereby expressly recognizes that in no event shall it be deemed the Agent of Landlord and no contractor of Tenant shall by virtue of its contract be entitled to assert any lien against the Premises, Building or Project.

All alterations or additions shall become a part of the realty and surrendered to Landlord upon the expiration or termination of this Lease, unless Landlord shall at the time of its approval of such work require removal or restoration on the part of Tenant as a condition of such approval.

Should Landlord elect that alterations made by Tenant upon the Premises be removed upon termination or expiration of this Lease or upon termination or expiration of any Renewal Term hereof, Tenant hereby agrees to cause same to be removed at Tenant’s sole cost and expense, and should Tenant fail to remove the same then and in such event Landlord may cause same to be removed at Tenant’s expense and Tenant hereby agrees to reimburse Landlord for the cost of such removal together with any and all damages which Landlord may suffer and sustain by reason of the failure of Tenant to remove the same. The provisions of this Section 11.01 shall survive the expiration or termination of this Lease. Tenant shall not be required to remove any of its improvements made prior to the Lease Commencement Date and for any Landlord approved alterations.

HOLD HARMLESS 12.01 - Landlord shall not be liable for any damage to, or loss of, property in the Premises belonging to Tenant, its employees, agents, visitors, licensees, invitees or other persons in or about the Premises, or for damage or loss suffered by the business of Tenant, from any cause whatsoever, including, without limiting the generality thereof, such damage or loss resulting from fire, steam, smoke, electricity, gas, water, rain, ice or snow, which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, wires, appliances, plumbing, air-conditioning or lighting fixtures of the same, whether the said damage or injury results from conditions arising upon the Premises or upon other portions of the Project of which the Premises are a part, or from other sources (unless such damage or loss is caused solely by the gross negligence or willful misconduct of Landlord). Landlord shall not be liable in any manner to Tenant, its agents, employees, invitees or visitors for any injury or damage to Tenant, Tenant’s agents, employees, invitees or visitors, or their property, caused by the criminal or intentional misconduct, or by any act or neglect of third parties or of Tenant, Tenant’s agents, employees, invitees or visitors, or of any other tenant of the Project. Tenant covenants that no claim shall be made against Landlord by Tenant, or by any agent or servant of Tenant, or by others claiming the right to be in the Premises or in the Project through or under Tenant, for any injury, loss or damage to the Premises or to any person or property occurring upon the Premises from any cause other than the gross negligence of Landlord. In no event shall Landlord be liable to Tenant for any consequential damages sustained by Tenant arising out of the loss or damage to any property of Tenant. Any property stored or placed by Tenant or its employees, visitors, licensees, invitees or any other person or entity claiming through Tenant in or about the Premises or the Building shall be at the sole risk of Tenant.

12.02 - Tenant covenants and agrees to protect, defend and save Landlord and Landlord’s employees and agents harmless and indemnified, and to defend Landlord and Landlord’s agent from all loss, damage, liability or expense of any kind, including without limitation attorney’s fees and court costs incurred, suffered or claimed by any person or entity whomsoever, or for any damage or injury to any persons or property from any cause whatsoever, by reason of or arising out of

(a) Tenant’s use and occupancy of the Premises or the business conducted by Tenant therein,

(b) any act or omission of Tenant or any employee, agent, or invitee of Tenant,

(d) any accident, injury or damage whatsoever caused to any person, or the property of any person, occurring in or about the Premises unless such accident, injury or damage is caused solely by the gross negligence or willful misconduct of Landlord.

12.03 - It is understood that employees of Landlord or its agents are prohibited as such from receiving any packages or other articles delivered to the Project for Tenant and that should any such employee receive any such packages or articles, he or she in so doing shall be the agent of Tenant and not of Landlord.

12.04 - If any landlord hereunder transfers the Building or such landlord’s interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring on or after the date of such transfer. Within fifteen (15) days after such transferee’s request. Tenant shall attorn to such transferee and execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment.

12.05 - Tenant shall not have the right to offset or deduct the amount allegedly owed to Tenant pursuant to any claim against Landlord from any Basic Rent, Additional Rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord. Tenant shall not seek the consolidation of any such action brought by Tenant with any action brought by Landlord hereunder.

12.06 - The provisions of this Article 12 shall survive the expiration or termination of this Lease.

13.01 - Intentionally Deleted.

INSURANCE 14.01 - Tenant shall, at its cost and expense, obtain and maintain at all times during the Term, for the protection of Landlord and Tenant, Public Liability Insurance (Comprehensive General Liability or Commercial General Liability) including Contractual Liability Insurance, with a combined personal injury and property damage limit of not less than One Million Dollars ($1,000,000.00) each occurrence and not less than Two Million Dollars ($2,000,000.00) in the aggregate, insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenant’s use or occupancy of the Premises. Landlord and Landlord’s property manager shall be named as additional insureds.

14.02 - Tenant shall, at its cost and expense, obtain and maintain at all times during the Term, fire and extended coverage insurance on the Premises and its contents, including any leasehold improvements made by Tenant, in an amount sufficient so that no co-insurance penalty shall be invoked in case of loss.

14.03 - Tenant shall increase its insurance coverage, as required, but not more frequently than each year if, in the opinion of Landlord or the mortgagee of Landlord, the amount of public liability and property damage insurance coverage at that time is not adequate in accordance with industry standards.

14.04 - All insurance required under this Lease shall be issued by insurance companies licensed to do business in the jurisdiction where the Building of which the Premises is a part is located. Such companies shall have a policyholder rating of at least “A” and be assigned financial size category of at least “Class VIII” as rated in the most recent edition of “Best’s Key Rating Guide” for insurance companies. Each policy shall contain an endorsement requiring thirty days written notice from the insurance company to Landlord before cancellation or any change in the coverage, scope or amount of any policy. Each policy, or a certificate showing it is in effect, together with evidence of payment of premiums, shall be deposited with Landlord at the commencement of the Lease, and renewal certificates or copies of renewal policies shall be delivered to Landlord at least thirty days prior to the expiration date of any policy.

14.05 - If any of the Landlord’s insurance policies shall be cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises or any part thereof by Tenant or any assignee or subtenant of Tenant or by anyone Tenant permits on the Premises, and if Tenant fails to remedy the condition within two (2) business days after notice thereof, Landlord may at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost thereof to Landlord. Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others located on the Premises from such entry.

14.06 - All policies covering real or personal property which either party obtains affecting the Premises shall include a clause or endorsement denying the insurer any rights of

subrogation against the other party to the extent rights have been waived by the insured before the occurrence of injury or loss. Landlord and Tenant waive any rights of subrogation or recovery against the other for damage or loss to their respective property due to hazards covered or which should be covered by policies of insurance obtained or which should be or have been obtained pursuant to this Lease, to the extent of the injury or loss covered thereby, assuming that any deductible shall be deemed to be insurance coverage.

ASSIGNMENT AND SUBLETTING 15.01 - Tenant shall not assign, transfer, mortgage or encumber this Lease or sublet the Premises or allow the use of the Premises or any part thereof by persons other than Tenant without obtaining the prior written consent of Landlord, nor shall any assignment or transfer of this Lease be effectuated by operation of law or otherwise without the prior written consent of Landlord, which consents (a) shall not be unreasonably withheld conditioned or delayed, and (b) shall not be required in the event of a sublease by Tenant of one (1) office to a client (but not more than an aggregate of three (3) offices).

Tenant shall not assign this Lease, sublet the Premises, or permit occupancy or use of the Premises or any part thereof by another party or parties, without giving Landlord fifteen (15) business days written notice of Tenant’s bona fide proposed assignment or subletting of all or any part of the Premises. Landlord shall have the right, at its option during said fifteen (15) business day period, either to release Tenant from its Lease for only such space or to sublet all or any part of such space from the Tenant at the same rental Tenant is paying Landlord, with the right to further sublease such space (but only if Tenant shall propose to assign or sublet any space which either separately or combined with other space assigned or sublet by Tenant shall equal or exceed in the aggregate twenty percent (20%) of the Premises), or to reasonably refuse to consent to Tenant’s assignment or subletting of such space (no matter its size) and to continue this Lease in full force and effect as to the entire Premises.

In the event Landlord does not respond in some fashion (including without limitation requesting any information regarding the proposed sublease) to Tenant’s written request for consent within said fifteen (15) business day period, then Landlord’s consent shall be deemed given.

The consent by Landlord to any assignment, transfer, or subletting to any party other than Landlord shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord said fifteen (15) business days notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting.

In the event that Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. If Landlord consents to an assignment or sublease pursuant to this Section 15.01, Tenant shall provide Landlord with an executed copy of such assignment or sublease within ten days of its execution.

Notwithstanding any other provision contained herein, Tenant shall be permitted to assign or sublet the Premises to any wholly-owned subsidiary of Tenant or to the parent (if any) of Tenant. For purposes of the foregoing, a transfer, conveyance, grant or pledge, directly or indirectly, in one or more transactions, of interest in Tenant (whether stock, partnership interest or other form of ownership or control), or the issuance of new interests by which an aggregate of more than fifty percent (50%) of the interest in Tenant shall be vested in a party or parties who are not holders of such interest(s) as of the date hereof shall be deemed an assignment of this Lease; provided, however, that this limitation shall not apply to any corporation, all the outstanding voting stock of which is listed on a national securities exchange as defined in the Securities Exchange Act of 1934. The merger or consolidation of Tenant into or with any other

entity, or the sale of all or substantially all of Tenant’s assets, shall be deemed to be an assignment within the meaning of this Article.

Landlord’s acceptance of any name for listing on the Building directory will not be deemed, nor will it substitute for Landlord’s consent to any sublease, assignment or other occupancy of the Premises.

In the event of an assignment or subletting not in conformance with the terms of this Lease, such assignment and/or subletting, at Landlord’s option, shall be void ab initio and Landlord shall have the right to terminate this Lease or to require that the Premises be surrendered to Landlord for the balance of the Term (in the case of an assignment) or for the term of the proposed sublease (in the case of a sublease). Such termination shall in no event be construed to limit Landlord’s right to damages or any other relief for the violation of the terms of this Lease.

In the event that Landlord approves an assignment or subletting of all or any portion of the Premises, Tenant shall pay from time to time to Landlord as Additional Rent an amount (the “Assignment or Sublet Premium”) equal to fifty percent (50%) of the difference between (a) all sums paid to Tenant or its agent by or on behalf of such assignee or subtenant under the assignment or sublease and (b) the Basic Rent and Additional Rent paid by Tenant from time to time under this Lease and attributable to the portion of the Premises assigned or sublet. Reasonable brokerage fees and commissions, inducements (including free rent), and costs of alterations in and to the Premises required by such assignee or subtenant and approved by Landlord as hereinabove required shall be deducted prior to calculating the Assignment or Sublet Premium due Landlord.

15.02 - Notwithstanding anything to the contrary contained herein, no assignment or subletting by Tenant, nor any other transfer or vesting of Tenant’s interest hereunder (whether by merger, operation of law or otherwise), shall be permitted if:

(a) Landlord, or any person designated by Landlord as having an interest therein, directly or indirectly, controls, is controlled by, or is under common control with (i) the proposed assignee, sublessee or successor-in-interest of Tenant or (ii) any person which, directly or indirectly, controls, is controlled by or is under common control with, the proposed assignee, sublessee or successor-in-interest of Tenant;

(b) the proposed assignment or sublease (i) provides a rental or other payment for the leasing, use, occupancy or utilization of all or any portion of the Premises based, in whole or in part, on the income or profits derived by any person from the property so leased, used, occupied or utilized other than an amount based on a fixed percentage or percentages of gross receipts or sales or (ii) does not provide that such assignee or subtenant shall not enter into any lease, sublease, license, concession or other agreement for the use, occupancy or utilization of all or any portion of the Premises which provides for a rental or other payment for each use, occupancy or utilization based, in whole or in part, on the income or profits derived by an person from the property so leased, used, occupied or utilized other than an amount based on a fixed percentage or percentages of gross receipts or sales; or

(c) in the reasonable opinion of Landlord, such proposed assignment, subletting or other transfer or vesting of Tenant’s interest hereunder (whether by merger, operation at law or otherwise) will (i) cause a violation of the Employee Retirement Income Security Act of 1974 by Landlord, or by any person which, directly or indirectly, controls, is controlled by, or is under common control with, Landlord or any person who controls Landlord or (ii) result or may in the future result in Landlord, or any person which, directly or indirectly, has an interest in Landlord, receiving “unrelated business taxable income” (as defined in the Internal Revenue Code).

LANDLORD’S RIGHT OF ACCESS 16.01 - Landlord may, at any time during Tenant’s occupancy during reasonable business hours and upon reasonable prior oral or written notice to Tenant (except in the event of an emergency) enter the Premises for any reason, including without limitation to view the Premises, to facilitate repairs to the Building, or to introduce, replace, repair, alter or make new or change existing connections from any fixtures, pipes, wires, ducts, conduits or other construction therein, or remove, without being held responsible therefor, placards, signs, lettering, window or door coverings and the like not expressly consented to by Landlord. Landlord agrees to use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises in exercising Landlord’s rights under this Section 16.01.

16.02 - During the last nine (9) months of the Term or any Renewal Term, Landlord may enter the Premises upon twenty-four (24) hours prior oral or written notice to Tenant to show the Premises to prospective tenants at times which shall not unreasonably interfere with Tenant’s business. If Tenant shall vacate the Premises during the last month of the Term, Landlord shall have the unrestricted right to enter the same after Tenant’s moving to commence preparations for the succeeding tenant or for any other purpose whatsoever, without affecting Tenant’s obligation to pay rent for the full term. Landlord, in exercising its rights set forth in this Section 16.02, shall be responsible for any damage to Tenant’s property located in the Property solely caused by Landlord’s actions.

FIRE CLAUSE 17.01 - In the event the Premises or any part thereof, the elevators, hallways, stairways or other approaches thereto, becomes damaged or destroyed by fire or other casualty from any cause so as to render said Premises and/or approaches unfit for use and occupancy, Tenant shall be required to pay the Rent only for the portion of the Premises that is usable for Tenant to conduct its business while such repair and restoration are being made until said Premises and/or approaches have been put in as good condition for use and occupancy as at the time immediately prior to such damage or destruction. Landlord shall proceed, at its expense and as expeditiously as may be practicable, to repair the damage, unless, because of the extent of the damage or destruction, Landlord should decide not to repair or restore the Premises or the Project, in which event and at Landlord’s sole option, Landlord may terminate this Lease forthwith by giving Tenant a written notice of its intention to terminate within ninety (90) days after the date of the casualty. Landlord shall not be obligated to repair, restore or replace the contents of the Premises, including without limitation, any fixture, improvement, alteration, furniture or other property owned, installed or made by or on behalf of Tenant, all of which shall be repaired, restored or replaced by Tenant.

17.02 - Tenant shall immediately notify Landlord of any damage to the Premises caused by fire or any other casualty.

17.03 - No damages, compensation, or claim shall be payable by Landlord for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Premises or the Project. Subject to the provisions of Sections 17.01 and 17.04 hereof, Landlord shall diligently proceed to have such repairs made promptly.

17.04 - Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Project and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed.

CONDEMNATION 18.01 - This Lease shall be terminated and the rental payable hereunder shall be abated to the date of such termination in either of the following events:

(a) condemnation of the Premises, Building or Project or any part thereof by any competent authority under right of eminent domain for any public or quasi-public use or purpose; and

(b) the condemnation by competent authority under right of eminent domain for any public or quasi-public use or purpose of twenty-five percent or more of the Project in which the Premises are located. The forcible leasing by any competent authority of any portion of the Project other than the Premises shall have no effect upon this Lease.

In case of any taking or condemnation, whether or not the Term shall cease and terminate, the entire award shall be the property of Landlord except as provided in the next succeeding sentence, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such awards. Tenant, however, shall be entitled to claim, prove and receive in any condemnation proceedings such awards as may be allowed for improvements, alterations, fixtures other equipment installed by it and relocation expenses, but only if such awards shall be made by the court in addition to the award made by it to Landlord for the land and the Project or part thereof so taken.

18.02 - In the event of a temporary taking or condemnation of all or any part of the Premises for any public or quasi-public use or purpose, this Lease shall be unaffected and Tenant shall continue to pay in full Initial Basic Rent, Basic Rent and all Additional Rent payable for any such period. In the event of any such temporary taking notwithstanding the provisions of Section 18.01, Tenant shall be entitled to claim, prove and receive the portion of the award for such taking that represents compensation for use or occupancy of the Premises during the Term, and Landlord shall be entitled to appear, claim, prove and receive the portions of the award that represent the cost of restoration of the Premises and the use or occupancy of the Premises after the end of the Term.

DEFAULTS AND REMEDIES 19.01 - It is hereby mutually agreed that:

(a) if Tenant shall fail to keep and perform each and every covenant, condition and agreement herein contained on the part of Tenant to be kept and performed; or

(b) if Tenant shall abandon or evidence any intention to abandon all or any portion of the Premises; or

(d) if Tenant shall (i) generally not pay Tenant’s debts as such debts become due, (ii) become insolvent, (iii) make an assignment for the benefit of creditors, (iv) file, be the entity subject to, or acquiesce in a petition in any court (whether or not filed by or against Tenant pursuant to any statute of the United States or any state and whether or not for a trustee, custodian, receiver, agent, or other officer for Tenant or for all or any portion of Tenant’s property) in any proceeding whether bankruptcy, reorganization, composition, extension, arrangement, insolvency proceedings, or otherwise; and (A) in the event of a monetary default including without limitation the failure to pay Initial Basic Rent, Basic Rent or Additional Rent, such failure shall continue for five (5) days after the due date or (B) in the event of all other defaults hereunder (except (b), (c), and (d), above (which require no notice whatsoever)) such failure shall continue after written notice and the expiration of thirty (30) days (unless Tenant has commenced to cure such breach or failure within such thirty-day period and is diligently pursuing said cure in which event such thirty (30) days shall be extended so long as Tenant diligently pursues such cure but in no event shall such cure period be extended for more than an additional sixty (60) days), then, and in each and every such case (each case hereinafter defined as a “default”), from thenceforth and at all times thereafter, at the sole option of Landlord, Landlord may:

(a) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to do so, Landlord may,

without notice and without prejudice to any other remedy Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects without being liable to prosecution or any claim for damages therefor; and Tenant shall indemnify and hold Landlord harmless for all loss or damage and cost (including attorney’s fees and court costs) which Landlord may suffer by reason of such termination, whether through the inability to relet the Premises or otherwise including any loss of rental for the remainder of the Term.

(b) Terminate this Lease, in which event Tenant’s default should be considered a total breach of Tenant’s obligations under this Lease and Tenant immediately shall become liable for such damages for such breach, in an amount equal to the total of (1) the costs of recovering the Premises; (2) the unpaid rental earned as of the date of termination, plus interest thereon at a rate per annum from the due date equal to three percent (3%) over the Prime Rate, provided, however, that such interest shall never exceed the highest lawful rate; and (3) all other sums of money and damages owing by Tenant to Landlord. Tenant’s right of possession shall cease and terminate and Landlord shall be entitled to the possession of the Premises and shall remove all persons and property therefrom and reenter the same without further demand of rent or demand of possession of the Premises, either with or without process of law and without becoming liable to prosecution therefor, any notice to quit or intention to reenter being hereby expressly waived by Tenant. In the event of reentry or retaking by Landlord, Tenant shall nevertheless remain in all events liable and answerable for the full rental to the date of retaking or reentry, and Tenant shall also be and remain answerable in damages for the deficiency or loss of rent as well as all related expenses which Landlord may thereby sustain in respect to the balance of the term; and in such case Landlord reserves full power, which is hereby acceded to by Tenant, to let said Premises for the benefit of Tenant, in liquidation and discharge, in whole or in part, as the case may be, of the liability of Tenant under the terms and provisions of this Lease, and such damages and related expenses, at the option of Landlord, may be recovered by it at the time of the retaking and reentry, or in separate actions, from time to time, as Tenant’s obligation to pay rent would have accrued if the Term had continued, or from time to time as said damages and related expenses shall have been made more easily ascertainable by reletting of the Premises, or such action by Landlord may, at the option of Landlord, be deferred until the expiration of the Term, in which latter event the cause of action shall not be deemed to have accrued until the date of the termination of said Term.

(c) Declare the present worth (as of the date of such default) of the entire balance of Initial Basic Rent, Basic Rent and Additional Rent for the remainder of the Term to be due and payable, and collect such balances in any manner not inconsistent with applicable law. For the purpose of this Section 19.01(c), “present worth” shall be computed by discounting the entire balance to present worth at a discount rate equal to the discount rate then in effect at the Federal Reserve Bank nearest the location of the Building.

(d) Pursue any combination of such remedies and/or other remedy available to Landlord on account of such default under applicable law. All remedies and rights of Landlord herein and or at law or equity are separate, distinct and cumulative and no one of them, whether exercised or not, shall be deemed to be in exclusion of any of the others.

19.02 - The provisions of this Article 19 are subject to the Bankruptcy Laws of the United States of America which may, in certain cases, limit the rights of Landlord to enforce

some of the provisions of this Article in proceedings thereunder. To the extent that limitations exist by virtue thereof, the remaining provisions hereof shall not be affected thereby but shall remain in full force and effect. The provisions of this Article 19 shall be interpreted in a manner which results in a termination of this Lease in each and every instance, and to the fullest extent and at the earliest moment that such termination is permitted under the federal bankruptcy laws, it being of prime importance to the Landlord to deal only with Tenants who have, and continue to have, a strong degree of financial strength and financial stability.

19.03 - All rents received by Landlord in any reletting after Tenant’s default shall be applied, first to the payment of such expenses as Landlord may have incurred in recovering possession of the Premises and in reletting the same (including brokerage fees), second to the payment of any costs and expenses incurred by Landlord, either for making the necessary repairs (including fitting up the space for such reletting) to the Premises or in curing any default on the part of the Tenant of any covenant or condition herein made binding upon Tenant. Any remaining rent shall then be applied toward the payment of Initial Basic Rent, Basic Rent and Additional Rent due from Tenant under the terms of this Lease, together with interest and penalties as defined in Section 3.04, and Tenant expressly agrees to pay any deficiency then remaining. Landlord shall in no event be liable in any way whatsoever (nor shall Tenant be entitled to any set off) for Landlord’s failure to relet the Premises, and Landlord, at its option, may refrain from terminating Tenant’s right of possession, and in such case may enforce against Tenant the provisions of this Lease for the full Term thereof.

19.04 - In the event Tenant defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease and Landlord places in the hands of an attorney or collection agency the enforcement of all or any part of this Lease, the collection of any Initial Basic Rent, Basic Rent and Additional Rent due or to become due or recovery of the possession of the Premises, Tenant agrees to pay Landlord’s costs of collection and enforcement, including reasonable attorney’s fees, whether suit is actually filed or not.

SUBORDINATION CLAUSE 20.01 - This Lease is and shall be subject and subordinate at all times to all ground or underlying leases and to the lien of any mortgage or deed of trust encumbrance(s) which may now or which may at any time hereafter be made upon the Project of which the Premises is a part or any portion thereof, or upon Landlord’s interest therein and to all renewals, modifications and extensions thereof. As a condition of subordination, Landlord shall provide to Tenant a nondisturbance agreement in a mortgagee’s, other secured party’s or ground lessor’s standard form, which Tenant hereby agrees to execute within ten (10) days of delivery. In confirmation of such subordination, Tenant shall execute and deliver such further instrument(s) subordinating this Lease to the lien of any such ground lease, mortgage or deed of trust or any encumbrance(s) as shall be desired by any ground lessor, mortgagee or party secured or proposed to be secured or proposed to secured thereby. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure or other proceedings for enforcement of any mortgage or deed of trust on the Premises or Project, Tenant shall be bound to the transferee at the option of the transferee, under the terms, covenants and conditions of this Lease for the remaining term, including any extensions or renewals, with the same force and effect as if the transferee were Landlord under this Lease, and, if requested by transferee, Tenant agrees to attorn to the transferee as its Landlord.

Upon such attornment such purchaser shall not be (a) bound by any payment of Rent more than one (1) month in advance, (b) bound by any amendment of this Lease made without the consent or the holder of the deed of trust existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord. Within ten (10) days after the request of such purchaser, Tenant shall execute, acknowledge and deliver any requisite or appropriate document on the lender’s standard form submitted to Tenant confirming such

attornment. The holder of any mortgage or deed of trust encumbering the Project shall have the right, unilaterally, at any time to subordinate fully or partially its mortgage or deed of trust or other security instrument to this Lease on such terms and subject to such conditions as such holder may consider appropriate in its discretion. Upon request Tenant shall execute and deliver an instrument confirming any such full or partial subordination. Landlord represents that at the time of the execution of this Lease that there is no mortgage or ground lease encumbering this Building.

20.02 - At the option of any landlord under any ground or underlying lease to which the Lease is now or may hereafter become subject or subordinate, Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of Tenant hereunder. Tenant covenants and agrees to attorn to such landlord or to any successor to Landlord’s interest in such ground or underlying lease subject to the attornment provisions set forth above. In that event, this Lease shall continue as a direct lease between Tenant and such landlord or its successor.

20.03 - After Tenant receives written notice from any person, firm or other entity that it holds a mortgage or deed of trust on the Building or the Project, no notice from Tenant to Landlord alleging any default by Landlord shall be effective unless and until a copy of the same is given to such holder, provided that Tenant shall have been furnished with the name and address of such holder. Any such holder shall have thirty (30) days, or such additional time as may reasonably be necessary, after receipt of notice from Tenant of a default by Landlord under this Lease to cure such default before Tenant may exercise any remedy hereunder. The curing of any of Landlord’s defaults by such holder shall be treated as performance by Landlord.

SURRENDER OF POSSESSION 21.01 - Landlord hereby agrees that Tenant shall not be required to remove any of its improvements made prior to the Lease Commencement Date or any alterations which Landlord agrees may remain following expiration of this Lease. Tenant covenants, at the expiration or other termination of this Lease, to remove all goods and effects from the Premises not the property of Landlord, to remove all alterations and restore the Premises to its state on the Lease Commencement Date, unless Landlord has agreed in writing to allow such alterations to remain pursuant to Section 11.01 hereof, all at Tenant’s expense, and to yield up to Landlord the Premises and all keys, gate cards, parking passes, security cards, locks and other fixtures connected therewith in good repair, order and condition in all respects, reasonable wear and use thereof and damage by fire or other casualty only excepted. At expiration, or other termination of this Lease, Tenant may remove from the Premises the moveable walls, raised floor, trade fixtures, reception desks, A N equipment (including screen, monitors and projectors) security equipment, furniture and rooftop equipment (subject to the provisions of Section 31.01 of this Lease) installed by or on behalf of Tenant. Any property of Tenant not promptly removed shall be deemed to have been abandoned by Tenant and to have become the property of Landlord and may be retained by Landlord or disposed of at Tenant’s expense (Tenant hereby agreeing to remain liable for the cost thereof even though this Lease shall have terminated) as Landlord shall so desire except for improvements made prior to the Lease Commencement Date or Landlord approved alterations the disposal of which shall not be at Tenant’s expense.

TENANT HOLDING OVER 22.01 - If Tenant or any person claiming through Tenant shall not immediately surrender possession of the Premises at the termination of this Term, no tenancy or interest in the Premises shall result therefrom, but such holding over shall be an unlawful detainer subject to immediate eviction and removal. Landlord shall be entitled to recover compensation for such use and occupancy at one hundred fifty percent (150%) of the Basic Rent and Additional Rent payable hereunder just prior to the expiration or earlier termination of the Term. Landlord shall also continue to be entitled to retake or recover

possession of the Premises as herein before provided in case of default on the part of Tenant, and Tenant shall be liable to Landlord for any loss or damage it may sustain by reason of Tenant’s failure to surrender possession of the Premises immediately upon the expiration or earlier termination of the Term. Tenant hereby agrees that all the obligations of Tenant and all rights of Landlord applicable during the Term shall be equally applicable during such period of subsequent occupancy.

ESTOPPELS 23.01 - Tenant shall, without charge therefor, at any time and from time to time, within seven (7) days after request by Landlord, execute, acknowledge and deliver to Landlord a written estoppel certificate certifying to Landlord, any mortgagee, assignee of a mortgagee, or any purchaser of the Project, or any other person designated by Landlord, as of the date of such estoppel certificate:

(a) that Tenant is in possession of the Premises;

(b) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect as modified and setting forth such modification);

(c) whether or not there are then existing any set-offs or defenses against the enforcement of any right or remedy of Landlord, or any duty or obligation of Tenant hereunder (and, if so, specifying the same in detail);

(d) the amount of the Basic Rent and the dates through which Basic Rent and Additional Rent have been paid;

(e) that Tenant has no knowledge of any then uncured defaults on the part of Landlord under this Lease (or if Tenant has knowledge of any such uncured defaults, specifying the same in detail);

(f) that Tenant has no knowledge of any event having occurred that authorizes the termination of this Lease by Tenant (or if Tenant has such knowledge, specifying the same in detail);

(g) the amount of any Security Deposit held by Landlord;

(h) stating the commencement and expiration dates of the Lease and any options to renew said Lease; and

(i) such reasonable other information requested by mortgagee, assignee of such mortgagee, such purchaser or such other person. Failure to deliver the certificate within ten (10) business days after request by Landlord shall be conclusive upon Tenant for the benefit of Landlord and any successor to Landlord that this Lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate.

If Tenant fails to deliver the certificate within the ten (10) business days after requested by Landlord, then such failure by Tenant shall be a default hereunder and, in addition Tenant shall be deemed to have irrevocably constituted and appointed Landlord as its special attorney in fact to execute and deliver the certificate to any third party; provided, however, that other than acting as Tenant’s attorney-in-fact, Landlord’s sole remedy for Tenant’s default in the failure to timely deliver the certificate shall be an action for declaratory judgment or specific performance.

MISCELLANEOUS 24.01 - The term “Tenant” shall include legal representatives, successors and assigns. All covenants herein made binding upon Tenant shall be construed to be equally applicable to and binding upon its agents, employees and others claiming the right to be in the Premises or in the Project through or under Tenant.

24.02 - If more than one individual, firm, or corporation shall join as Tenant, singular context shall be construed to be plural wherever necessary and the covenants of Tenant shall be the joint and several obligations of each party signing as Tenant and when the parties signing as Tenant are partners, shall be the obligation of the firm and of the individual members thereof.

24.03 - Feminine or neuter pronouns shall be substituted for those of the masculine form and the plural shall be substituted for the singular, wherever the context shall require. It is also agreed that no specific words, phrases or clauses herein used shall be taken or construed to control, limit or cut down the scope or meaning of any general words, phrases or clauses used in connection therewith.

24.04 - No waiver or breach of any covenant, condition or agreement herein contained shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof. No failure of Landlord to exercise any power given Landlord hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of Landlord’s right to demand exact compliance with the terms hereof. Receipt by Landlord or any Basic Rent, Additional Rent or other sums payable hereunder with knowledge of the breach of any provision hereof shall not constitute a waiver of any such breach nor shall acceptance by Landlord of partial payments or partial performance constitute accord and satisfaction. No waiver by Landlord of any provision hereof shall be deemed to have been made unless made in writing and a waiver so given on one occasion shall not be deemed a waiver on any subsequent occasion.

24.05 - Notwithstanding anything to the contrary contained in this Lease, Tenant shall look only to Landlord’s ownership in the Project (including proceeds of sale, insurance or condemnation if a legitimate claim is made by Tenant within sixty (60) days of notice of such sale, casualty or condemnation) for satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder, and no other property or assets of the partners or principals of Landlord, disclosed or undisclosed, shall be subject to levy, execution or the enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord, its partners or its principals, or their respective heirs, legal representatives, successors and assigns on account of this Lease or any covenant, undertaking, or agreement of Landlord contained herein. If any provision of this Lease either expressed or implied obligates Landlord not to unreasonably withhold its consent or approval, an action for declaratory judgment or specific performance shall be Tenant’s sole right and remedy in any dispute as to whether Landlord has breached such obligation.

24.06 - TENANT AND LANDLORD EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

24.07 - This Lease shall likewise be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. This provision shall not be deemed to grant Tenant any right to assign this Lease or sublet the Premises or any part thereof other than as provided in Section 15.01 hereof.

24.08 - It is understood and agreed by and between the parties hereto that this Lease contains the final and entire agreement between said parties, and that they shall not be bound by any terms, statements, conditions or representations, oral or written, express or implied, not herein contained. This Lease may not be modified orally or in any manner other than by written agreement signed by the parties hereto.

24.09 - Every agreement contained in this Lease is, and shall be construed as a separate and independent agreement. If any term of this Lease or the application thereof to any person or circumstances shall be invalid and unenforceable, the remainder of this Lease, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected.

24.10 - Whenever a period of time is herein prescribed for action to be taken by Landlord or Tenant, such responsible party shall not be liable or responsible for, and there shall be excluded for the computation for any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restrictions, or any other cause of any kind whatsoever which is beyond the reasonable control of such responsible party, provided this provision shall not apply to (a) any obligation of Tenant to pay Basic Rent or Additional Rent hereunder or (b) extend the cure period for a non-monetary breach or default by Tenant beyond a cumulative total of ninety (90) days following notice, as more particularly set forth in Section 19.01 hereof.

24.11 - The submission of this Lease to Tenant shall not be construed as an offer nor shall Tenant have any rights with respect thereto unless Landlord executes a copy of this Lease and delivers same to Tenant.

24.12 - If, in connection with obtaining financing for the Project (including syndications or sale/leasebacks), any lender or ground lessor shall request modifications to this Lease as a condition for such financing, Tenant will not unreasonably withhold, delay, or defer its consent I thereto, provided that such modifications do not increase the obligations of Tenant hereunder or adversely affect either the leasehold interest hereby created or Tenant’s use and enjoyment of the Premises.

24.13 - A maximum weight of one hundred pounds per square foot is the floor load capacity for the Building and Tenant is responsible for compliance.

24.14 - ALL TIMES, WHENEVER STATED IN THIS LEASE, ARE DECLARED TO BE OF THE ESSENCE OF THIS LEASE,

24.15 - Each separate suite occupied by Tenant hereunder shall at Tenant’s option participate in and be equipped with a positive electronic monitoring device (the “Security System”).

24.16 - Tenant hereby represents to Landlord (a) Tenant is not an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (b) the assets of Tenant do not constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and (c) Tenant is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.

24.17 - Nothing contained in this Lease shall be deemed or construed to create a partnership or joint venture of or between Landlord and Tenant, or to create any other relationship between the parties hereto other than that of Landlord or Tenant.

24.18 - Article and Section headings are used for convenience and shall not be considered when construing this Lease.

24.19 - This Lease shall not be recorded. This Lease shall not be recorded in any office legally established for the purpose of giving public notice of real estate records any attempt to do so may be treated by Landlord as a default under this Lease. In the event Tenant does record this Lease or any memorandum thereof, Tenant by such act irrevocably constitutes and appoints Landlord as its special attorney-in-fact to execute any and all documents required to remove the Lease or any memorandum thereof from the public records.

24.20 - Tenant’s and Landlord’s liabilities existing as of the expiration or earlier termination of the Lease Term shall survive such expiration or earlier termination.

24.21 - If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Lease or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and enforced to the fullest extent permitted by law.

24.22 - This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

BROKERS 25.01 - Tenant represents and warrants that it has not entered into any agreement with, nor otherwise had any dealings with, any broker or agent except for The Fred Ezra Company (representing the Tenant) in connection with the negotiation or execution of this Lease which could form the basis of any claim by any such broker or agent for a brokerage fee or commission, finder’s fee, or any other compensation of any kind or nature in connection herewith, and Tenant shall indemnify, defend and hold Landlord harmless from and against any costs (including, but not limited to, court costs and attorneys’ fees), expenses, or liability for commissions or other compensation claimed by any broker or agent with respect to this Lease which arises out of any agreement or dealings, or alleged agreement or dealings, between Tenant and any such agent or broker. Landlord agrees to pay said commission in accordance with a separate letter agreement. Tenant does not hereby make any representation or warranty with regard to any fees or commissions relating to any broker or agent of Landlord. Landlord shall indemnify and hold Tenant harmless from any agent or broker claiming to represent Landlord.

NOTICES AND DEMANDS 26.01 - All notices required or permitted hereunder shall be deemed to have been given if mailed in any United States Post Office by certified or registered mail, postage prepaid, return receipt requested, or if mailed by nationally recognized overnight delivery, addressed to Landlord or Tenant respectively, at the following addresses or to such other addresses as the parties hereto may designate in writing from time to time:


LANDLORD		TENANT

GE Investment Realty Partners I,		Learning Tree International USA, Inc.
Limited Partnership		1831 Michael Faraday Drive
c/o Polinger Shannon & Luchs Company		Reston, Virginia 20190
5530 Wisconsin Avenue, Suite 1000		Attention: Controller
Chevy Chase, Maryland 20815
Attention: 1801 Rockville Pike Manager

		WITH A COPY TO:
		Learning Tree International, Inc.
		6053 West Century Boulevard, Second Floor
		Los Angeles, CA 90045
		Attention: Mary C. Adams,
		Vice President of Administration

QUIET ENJOYMENT 27.01 - Landlord covenants and agrees that upon Tenant paying the rent and Additional Rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises hereby demised, subject, nevertheless, to the terms and conditions of this Lease and to any mortgages and deeds of trust hereinbefore mentioned.

WAIVER OF TRIAL BY JURY 28.01 - LANDLORD AND TENANT EACH AGREE TO AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR ANY CLAIM OF INJURY OR DAMAGE, AND ANY STATUTORY REMEDY.

GOVERNING LAW 29.01 - This Lease shall be construed and governed by the laws of the state in which the Premises are located. Should any provision of this Lease and/or its conditions be illegal or not enforceable under the laws of said state, it or they shall be considered severable, and the Lease and its conditions shall remain in force and be binding upon the parties hereto as though the said provision had never been included.

PARKING 30.01 - While Tenant is occupying the Premises and is not in default under the terms of this Lease, Tenant shall have the right to utilize four (4) parking spaces in the Building’s parking garage per 1,000 rentable square feet of the Premises, as expanded from time to time pursuant to the terms of this Lease, subject to reasonable rules and regulations promulgated from time to time by Landlord. Tenant may use such spaces on a daily or monthly basis. The initial monthly and daily parking rates shall be $50.00 and $2.50 per space respectively, which rates shall increase by no more than 2.25% of the rate charged in the immediately preceding Lease Year. Monthly parking rental shall be paid on or before the first day of each calendar month during the Term and may be adjusted from time to time, upon at least thirty days prior written notice to Tenant. With regard only to twenty-five percent (25%) of such parking spaces (the “Excess Spaces”), Tenant shall be entitled only to that number of spaces that Tenant shall request from Landlord on thirty (30) days’ prior written notice or has agreed to accept on the lease execution date and has paid for on or prior to the Lease Commencement Date. In addition, if Landlord determines in Landlord’s sole discretion that additional parking spaces are available, Tenant shall have the limited right to lease such spaces on a monthly basis at the rate per space then charged to Tenant for parking spaces hereunder, provided, however, that Landlord shall have the right at any time, and from time to time, to terminate Tenant’s limited right to such parking spaces upon thirty (30) days’ prior written notice to Tenant. Landlord and/or Landlord’s parking management company and Tenant shall make reasonable efforts to work with each other to try and achieve mutually satisfactory parking arrangements. Nothing herein contained shall be construed to grant to Tenant any estate in real property nor the exclusive right to a particular parking space, but rather as a license only. At such time and under such circumstances as Landlord deems appropriate, Landlord may rearrange assigned parking spaces or may eliminate assigned space altogether and may provide attendant parking or such other system or management of parking as it deems necessary or desirable. Tenant covenants and agrees to comply with all reasonable rules and regulations which Landlord or the contract manager may make hereafter from time to time with respect to the use of the parking areas. Landlord’s remedies under such rules and regulations may include, but shall not be limited to, the right to tow away at owner’s expense any vehicles not parked in compliance with these rules and regulations. Landlord shall not be responsible to Tenant for the noncompliance or breach of such rules and regulations by any other tenant, its agents, employees and invitees or members of the public who may park in the parking areas.

ROOF TOP RIGHTS 31.01 - Subject to and in accordance with the conditions hereinafter set forth, Landlord hereby grants to Tenant the right to install, maintain and operate, at Tenant’s sole cost, air conditioning equipment and communications equipment on the roof of the Building in accordance with specifications and at a location determined by Landlord (the “Equipment”). There shall be no rent charged to Tenant for these rights.

The right granted to Tenant pursuant to this Section 31.01 shall be subject at all times to the following conditions: (i) prior to any installation of the Equipment, Tenant, at its cost and expense, shall obtain all required permits, licenses, approvals and other governmental authorizations in connection with the installation, operation and use of said Equipment, and Tenant shall thereafter maintain the same in full of force and effect, (ii) all cots and expenses incurred in installing, operating, maintaining, repairing, replacing and removing such Equipment shall be borne solely by Tenant, (iii) Tenant shall throughout the period of such installation, and

thereafter during any maintenance, repair or replacement of such equipment, install and utilize, at Tenant’s sole expense, screening supports, walk boards, and such other materials as may be reasonably required to protect the roof of the Building, the Building generally, pedestrians, vehicles on adjacent roadways and any other property of adjacent property owners (iv) no equipment that impairs the structure, value, rental value or rentability of, or unreasonably detracts from the appearance of, the Building, the Land, the Project or any part thereof shall be installed or operated by Tenant, (v) no equipment may be installed or operated that would interfere with or disturb any other tenant’s quiet enjoyment of its space in the Building, (vi) no equipment may be installed or operated that interferes with any other equipment in the Building, and the equipment originally installed by Tenant (which Tenant shall not change in specifications or manner of use) shall not interfere with any other equipment owned by any other person, irrespective of whether such person has any interest in the Building and regardless of where such other equipment is located, (vii) Tenant shall have no right to sublease, license or otherwise allow the use of space on the roof by parties other than Tenant, (viii) Tenant and the Equipment shall not interfere with any use of the roof by Landlord or any tenant of Landlord, or other person or entity permitted by Landlord to use the roof of the Building, (ix) if so requested by Landlord, at the expiration or other termination of this Lease the Equipment installed or operated by Tenant shall be removed by Tenant at Tenant’s expense and any damage caused by such removal shall be promptly repaired by Tenant, (x) Tenant shall indemnify, protect, defend and hold Landlord, its agents and employees harmless from and against any loss, cost, liability, damage or expense (including, but not limited to, attorney’s fees and court costs) arising out of the installation, operation, use, maintenance (or failure to maintain), repair or replacement (or failure to repair or replace), or removal (or failure to remove) of the Equipment installed or operated at the Building by Tenant, (xi) without limiting the foregoing indemnity, Tenant shall, at its expense, obtain and maintain in effect such policy or policies of insurance in connection with the Equipment as Landlord shall reasonably require, and (xii) the installation of the Equipment shall not penetrate or otherwise damage the roof of the Building, and Tenant shall be liable for any incidental damage thereby caused.

Tenant, as a material inducement to Landlord to grant Tenant the rights set forth in this Section 31.01 with respect to the Equipment, hereby represents and warrants to Landlord that (A) the Equipment which Tenant will install on the roof of the Building will not impair the structure of the Building, and that such Equipment shall at all times satisfy all of the criteria set forth in clauses (i) through (xii) of this Section 3 1.01, and (B) to the extent that the Equipment or any part thereof does violate any of the criteria set forth in said clauses (i) through (xii) of this Section 3 1.01, Tenant shall, upon any notice to it of such circumstance, immediately commence to cure the violation of said criteria and shall thereafter expeditiously complete said cure.

Notwithstanding the foregoing, Landlord reserves the right to relocate or remove the Equipment if, in Landlord’s sole judgment and discretion, the Equipment shall compromise the integrity of the roof or any other portion of the Building or shall impair the warranty held by Landlord with respect to the roof of the Building. Landlord has not made and does not make any representation, warranty or other statement to Tenant (and none of the same is in any way implied) to the effect that installation, use or operation of any equipment by any other tenant of the Building, by Landlord, or by any other person or entity will not interfere with or impair Tenant’s installation, use or operation of the Equipment, and Landlord shall have no obligation or liability whatsoever with respect to any such interference or impairment or any obligation or responsibility to take any action with respect to such interference or impairment.

If, for any reason, Tenant is unable to install, operate or use such Equipment as set forth in this Section 31.01, this Lease shall nonetheless remain in full force and effect, without diminution in Basic Rent, Additional Rent, or any other sum payable hereunder. Except as expressly provided in this Section 31.01, no space on the roof of the Building shall be used by Tenant without the prior written consent of Landlord, which may be withheld for any reason.

RENEWAL 32.01 –

(a) Landlord hereby grants to Tenant the right, exercisable at Tenant’s option to renew the Term of the Lease hereby for one (1) term (“Renewal Term”) of sixty (60) months.

If exercised, and if the conditions applicable thereto have been satisfied, the Renewal Term shall commence on the day immediately following the day which is the end of the initial Term as provided in the Lease. The right of renewal herein granted to Tenant shall be subject to, and shall be exercised in accordance with, the following terms and conditions:

(1) Tenant shall exercise its right of renewal with respect to the Renewal Term by giving Renewal Option Notice” thereof not less than 270 days prior to the expiration date of the Term.

(2) In the event the Renewal Option Notice is not given timely, Tenant’s right of renewal shall lapse and be of no further force or effect.

(3) The renewal right may be exercised only with respect to all of the Premises.

(4) In the event there exists a default by Tenant under the Lease, or a material event which, with notice and/or lapse of time would be or become such a default, on the date the Renewal Option Notice is sent or any time thereafter up to and including the date the Renewal Term is to commence, then, at Landlord’s option, the Renewal Term shall not commence and the Term (if not sooner terminated pursuant to the exercise of Landlord’s remedies under the Lease) shall expire on the date the Term would have expired without the exercise of such renewal right.

(5) If Tenant assigns or sublets the Premises in violation of the terms of the Lease, this option to renew shall be null and void.

(b) During the Renewal Term, all the terms, conditions, covenants and agreements set forth in the Lease shall continue to apply and be binding upon Landlord and Tenant, including without limitation (i) the pass-through to Tenant of increases in Operating Expenses and Real Estate Taxes in excess of the Base Year and the Base Real Estate Taxes, respectively, as defined in the Lease, and (ii) the obligation to pay Basic Rent for each year of the Renewal Term in an amount equal to 102.25 multiplied by the Basic Rent being paid during the immediately preceding Lease Year (as set forth in Section 5.01 of the Lease). In no event shall Tenant have the right to renew the Term beyond the expiration of the Renewal Term provided for in Section 32.01(a) or in the event the Lease is terminated as provided in the other provisions of the Lease.

TERMINATION OPTION 33.01 - Tenant shall have the right (the “Termination Option”) to terminate the Lease effective at the end of either the fifth (5 ^th ) or the seventh (7 ^th ) Lease Year (the “Anniversary Dates”). If exercised, and if all the conditions applicable thereto have been satisfied, the Lease shall then terminate and all obligations, rights, burdens and benefits shall be null and void except for those provisions which expressly survive termination. The Termination Option shall be subject to, and shall be exercised in accordance with, the following terms and conditions:

(1) Tenant shall exercise its Termination Option by giving Landlord written notice (“Termination Option Notice”) thereof not less than 270 days prior to the respective effective date of such Termination Option, which effective date shall be one of the Anniversary Dates and shall be specified in the Termination Option Notice.

(2) In the event the Termination Option Notice is not given timely as to be effective as of the end of the fifth (5th) Lease Year, Tenant’s Termination options shall hereinafter only be available as to be effective as of the end of the seventh (7th) Lease Year. In the event the Termination Option Notice is not given timely as to be effective at the end of the seventh (7th) Lease Year, Tenant’s Termination Option shall be null and void and shall lapse and be of no further force and effect.

(3) The Termination Option may be exercised only with respect to all of the Premises.

(4) In the event there exists a monetary default by Tenant under the Lease on the date that the Termination Option Notice is sent or at any other time thereafter up to and including the effective date then, at Landlord’s option, the Termination Option shall not be effective and the Term (if not sooner terminated pursuant to the exercise of Landlord’s remedies under the Lease) shall not expire until the date the Term would have expired without the exercise of such Termination Option.

(5) Absent written notice from Tenant (as part of its Termination Option Notice) that Tenant has assigned or sublet the Premises or any portion thereof, Tenant shall be deemed to have warranted that no subtenant or assignee has any rights to any of the Premises as of the effective date of such Termination Option, and Tenant shall indemnify, defend, protect and hold Landlord harmless from any losses, claims, liabilities, costs (including attorney’s fees and court costs) or damages arising from or in connection with any breach of such warranty.

(6) Not later than thirty (30) days prior to the Anniversary Date specified in the Termination Option Notice, (a) if it is to be effective as of the end of the fifth (5th) Lease Year, Tenant shall pay to Landlord the amount of $792,701.00, and (b) if it is to be effective as of the end of the seventh (7th) Lease Year, Tenant shall pay the Landlord the amount of $497,573.00.

(7) If Tenant’s required payment (as set forth in Section 33.01(6) above) shall not be paid prior to thirty (30) days before the Anniversary Date set forth in the Termination Option Notice, then, at Landlord’s option, such Termination Notice shall be null and void or Landlord may, in its sole discretion, opt to treat such termination as effective (which choice shall be binding upon Tenant for all purposes hereunder) and may treat such failure to timely pay as a monetary default hereunder, in which event Landlord may exercise any or all of the remedies available hereunder.

(8) Upon sending the Termination Option Notice, Tenant forever waives and relinquishes any and all rights and options to renew the Lease, expand the Premises, lease any Additional Space and any other similar rights, benefits and privileges.

(9) Tenant agrees to execute and deliver to Landlord any documents reasonably requested in order to evidence the termination of this Lease.

(10) Upon Tenant’s exercise of its Termination Option, such exercise shall be irrevocable and Tenant shall be required to surrender the Premises on the effective date thereof as if that date was the day after the last day of the Term hereunder. Any failure by Tenant to vacate and abandon the property on the effective date thereof after exercise of such Termination Option shall be treated as a hold over hereunder without further action of a notice of any kind and Landlord shall have all of its hold over remedies as provided hereunder and shall not be required to send any notice to Tenant regarding such hold over.

ATTORNEY’S FEES 34.01 - All costs and expenses, including attorneys fees in a reasonable amount, incurred by Landlord or Tenant in enforcing the obligations of either party under this Lease, shall be paid by the defaulting party to the prevailing party upon demand, once a default is determined to have occurred, whether by judgment or otherwise.

ENVIRONMENTAL MATTERS 35.01 - To the best of Landlord’s actual knowledge based solely on an environmental Phase I review performed at the time Landlord acquired the Building in 1989, (the “Environmental Report”) (i) the Land and Building have not been and are not contaminated by any “Hazardous Substance” (as defined below). The term “Hazardous Substance” shall mean any and all elements, compounds, chemical mixtures, contaminants, pollutants or other substances identified as “hazardous substances” under CERCLA or HSCA. To the best of Landlord’s actual knowledge, based solely on the Environmental Report, no i underground tanks used to store any Hazardous Substance or petroleum are located on, in, under or upon the Land. To the best of Landlord’s actual knowledge, based solely on the Environmental Report, Landlord has not disposed of, stored, treated, processed, or caused disposal, storage, treatment or processing of, any Hazardous Substance on, in, under or upon the Land or the

Building, and Landlord will not do, or cause, any of the foregoing to occur on, in, under or upon the Land or the Building. To the best of Landlord’s actual knowledge, based solely on the Environmental Report, there is no asbestos and/or unlawful concentration of radon gas on or about the Land or the Building.

ADDENDA 36.01 - Exhibit A “Floor Plan”, Exhibit B “Confirmation of Lease”, Exhibit C “Rules and Regulations”, Exhibit D “Basic Rent” and Exhibit E “Cleaning Specifications” are attached hereto and made a part hereof.

IN WITNESS WHEREOF, Landlord has hereunto set its hand and seal, or has caused its name to be hereunto subscribed and Tenant has hereunto set its hand and seal, and has caused its corporate name to be hereunto subscribed and its corporate seal to be hereunto affixed and attested by its duly authorized officers, as the case may be, as of the day and year first above written.


ATTEST:	LANDLORD
	GE INVESTMENT REALTY PARTNERS I, LIMITED PARTNERSHIP

/s/ L. Abbott	By:	G. E. INVESTMENT MANAGEMENT INC. Its general partner
		G. E. INVESTMENT MANAGEMENT INC. Its general partner

	By:	/s/ Michael J. Strone	(SEAL)
	NAME:	Michael J. Strone
	TITLE:	VP

ATTEST:	TENANT
	LEARNING TREE INTERNATIONAL USA, INC., a Delaware Corporation

/s/ James Lerner	By:	/s/ Richard Adamson	(SEAL)
		Richard Adamson
		EVP/COO

EXHIBIT B

CERTIFICATE CONFIRMING LEASE COMMENCEMENT DATE

This Certificate Confirming the Lease Commencement Date is attached to and made a part of the Lease Agreement dated the 1st day of May, 1997, by and between GE Investment Realty Partners I, Limited Partnership, as “Landlord”, and Learning Tree International USA, Inc., a Delaware corporation, as “Tenant”.


The rent commencement date is		July 17 ^th , 1997

The lease commencement date is		July 17 ^th , 1997

The lease termination date is		July 31 ^st , 2007


WITNESS:	LANDLORD
	GE INVESTMENT REALTY PARTNERS I, LIMITED PARTNERSHIP

/s/ M. Guth	By:	G. E. INVESTMENT MANAGEMENT INC.
		its general partner

	By:	/s/ Michael J. Strone
	Name:	Michael J. Strone
	Title:

WITNESS:	TENANT
	LEARNING TREE INTERNATIONAL USA, INC., a Delaware Corporation

/s/ James Learner	By:	/s/ Richard Adamson
	Name:	Richard Adamson
		EVP/COO

ATTEST:	Notwithstanding any bankruptcy of Tenant or any amendment of this Lease, all obligations of Tenant hereunder are hereby unconditionally guaranteed by:

LEARNING TREE INTERNATIONAL USA, INC.,

/s/ Gary R. Washington

By:

/s/ Mary Cleilar

(SEAL)

VP, ADMIN/ASST SEC’Y

EXHIBIT D

BASIC RENT

Initial Basic Rent: $632,809.50

(For 1st Lease Year)


LEASE YEAR	BASIC RENT
2	$	647,047.71
3		661,606.29
4		676,492.43
5		691,713.51
6		707,277.06
7		723,190.80
8		739,462.59
9		756,100.50
10		773,112.76

Exhibit 10.8

AGREEMENT OF LEASE

between

KG A&A CORPORATION

Landlord

And

LEARNING TREE INTERNATIONAL USA, INC.

Tenant

Americas Tower

1177 Avenue of the Americas

New York, New York 10036

TABLE OF CONTENTS


DEFINITIONS		1
ARTICLE 1	DEMISE. PREMISES. TERM RENT	7
ARTICLE 2	USE AND OCCUPANCY	7
ARTICLE 3	ALTERATION	9
ARTICLE 4	REPAIRS-FLOOR LOAD	14
ARTICLE 5	WINDOW CLEANING	15
ARTICLE 6	REQUIREMENTS OF LAW	16
ARTICLE 7	SUBORDINATION	17
ARTICLE 8	RULES AND REGULATIONS	19
ARTICLE 9	INSURANCE. PROPERTY LOSS OR DAMAGE REIMBURSEMENT	19
ARTICLE 10	DESTRUCTION-FIRE OR OTHER CAUSE	21
ARTICLE 11	EMINENT DOMAIN	24
ARTICLE 12	ASSIGNMENT. SUBLETTING. MORTGAGE. ETC.	25
ARTICLE 13	ELECTRICITY	33
ARTICLE 14	ACCESS TO PREMISES	35
ARTICLE 15	CERTIFICATE OF OCCUPANCY	37
ARTICLE 16	DEFAULT	37
ARTICLE 17	REMEDIES AND DAMAGES	39
ARTICLE 18	LANDLORD FEES AND EXPENSES	41
ARTICLE 19	NO REPRESENTATIONS BY LANDLORD	41
ARTICLE 20	END OF TERM	42
ARTICLE 21	QUIET ENJOYMENT	42
ARTICLE 22	OMITTED	42
ARTICLE 23	NO WAIVER	43
ARTICLE 24	WAIVER OF TRIAL BY JURY	43
ARTICLE 25	INABILITY TO PERFORM	44
ARTICLE 26	BILLS AND NOTICES	44
ARTICLE 27	ESCALATION	45
ARTICLE 28	SERVICES	51
ARTICLE 29	PARTNERSHIP TENANT	54
ARTICLE 30	VAULT SPACE	54
ARTICLE 31	SECURITY DEPOSIT	55
ARTICLE 32	CAPTIONS	56
ARTICLE 33	PARTIES BOUND	56
ARTICLE 34	BROKER	57
ARTICLE 35	INDEMNITY	57
ARTICLE 36	ADJACENT EXCAVATION-SHORING	58
ARTICLE 37	MISCELLANEOUS	58
ARTICLE 38	RENT CONTROL	60


SCHEDULE A		RULES AND REGULATIONS
SCHEDULE B		VAC SPECIFICATIONS
SCHEDULE C		CLEANING SPECIFICATIONS
EXHIBIT A		FLOOR PLAN
EXHIBIT B		LETTER OF CREDIT
EXHIBIT C		BUILDING STANDARD

AGREEMENT OF LEASE, made as of the 29 ^th day of August, 1996, between Landlord and Tenant.

-W-I-T-N-E-S-S-E-T-H-:

The parties hereto, for themselves, their legal representatives, successors and assigns, hereby covenant as follows.

DEFINITIONS

“ Affiliate ” shall mean a Person which shall (1) Control, (2) be under the Control of, or (3) be under common Control with the Person in question.

“ Alteration Fee ” shall have the meaning set forth in Section 3.2 hereof.

“ Alteration(s) ” shall mean alterations, installations, improvements, additions or other physical changes (other than decorations) in or about the Premises, including the Initial Alterations (as hereinafter defined).

“ Applicable Rate ” shall mean the lesser of (x) two (2) percentage points above the then current Base Rate, and (y) the maximum rate permitted by applicable law.

“ Assignment Proceeds ” shall have the meaning set forth in Section 12.12(C) hereof.

“ Bank ” shall have the meaning set forth in Section 31.2 hereof.

“ Bankruptcy Code ” shall mean 11 U.S.C. Section 101 et sea., or any statute of similar nature and purpose.

“ Base Operating Expenses ” shall have the meaning set forth in Section 27.1 hereof.

“ Base Operating Year ” shall have the meaning set forth in Section 27.1 hereof.

“ Base Rate ” shall mean the rate of interest publicly announced from time to time by Chemical Bank Corporation, or its successor, as its “prime lending rate” (or such other term as may be used by Chemical Bank Corporation, from time to time, for the rate presently referred to as its “prime lending rate”).

“ Base Taxes ” shall have the meaning set forth in Section 27.1 hereof.

“ Broker ” shall have the meaning set forth in Article 34 hereof.

“ Building ” shall mean all the building, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations, and replacements thereof, additions thereto and substitutions therefore, known by the address of 1177 Avenue of the Americas, New York, New York.

“ Building System ” shall mean any of the Building Systems.

“ Building- Systems ” shall mean the mechanical, gas, electrical, sanitary, heating, air conditioning, ventilating, elevator, plumbing, fire control and suppression, sprinkler, life-safety and other service systems of the Building.

“ Business Days ” shall mean all days, excluding Saturdays, Sundays and all Holidays.

“ Business Hours ” shall mean the hours of 8:00 A.M. to 6:00 P.M. on Business Days.

“ Commencement Date ” shall have the meaning set forth in Section 1.1 hereof.

“ Consumer Price Index ” shall mean the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, New York, N.Y.—Northeastern N.J. Area, All Items (1982-84 = 100), or any successor index thereto, appropriately adjusted. In the event that the Consumer Price Index is converted to a different standard reference base or otherwise revised, the determination of adjustments provided for herein shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or any other nationally recognized publisher of similar statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto, such other index as Landlord and Tenant shall agree upon in writing shall be substituted for the Consumer Price Index. If Landlord and Tenant are unable to agree as to such substituted index, such matter shall be submitted to the American Arbitration Association or any successor organization for determination in accordance with the regulations and procedures thereof then obtaining for commercial arbitration.

“ Control ” or “ control ” shall mean ownership of fifty percent (50%) or more of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation and the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract.

“ Current Year ” shall have the meaning set forth in Section 27.4 hereof.

“ Default ” shall mean that an Event of Default has occurred and is continuing.

“ Deficiency ” shall have the meaning set forth in Section 17.2 hereof.

“ Electricity Additional Rent ” shall have the meaning set forth in Section 13.2 hereof.

“ Escalation Rent ” shall mean, individually or collectively, the Tax Payment and the Operating Payment.

“ Event of Default ” shall have the meaning set forth in Section 16.1 hereof.

“ Expiration Date ” shall mean the Fixed Expiration Date or such earlier date on which the Term shall sooner end pursuant to any of the terms, conditions or covenants of this Lease or pursuant to law.

“ Fiscal Quarter ” shall mean a three (3) month period commencing on the first day of each Fiscal Year, and on the first day of the fourth, seventh and tenth month of each Fiscal Year.

“ Fiscal Year ” shall mean the twelve (12) month period used by Tenant from time to time as its fiscal year for accounting purposes.

“ Fixed Expiration Date ” shall have the meaning set forth in Section 1.1 hereof.

“ Fixed Rent ” shall have the meaning set forth in Section 1.1 hereof.

“ Force Majeure ” shall have the meaning set forth in Article 25 hereof.

“ Governmental Authority (Authorities) ” shall mean the United States of America, the State of New York, The City of New York, any political subdivision thereof and any agency, department, commission, board, bureau, official or instrumentality of any of the foregoing, or any Quasi-governmental authority, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof.

“ Hazardous Materials ” shall have the meaning set forth in Section 37.13 hereof.

“ Holidays ” shall mean any day observed by any labor union serving the Building as a holiday.

“ Indemnities ” shall mean Landlord, Lessors and Mortgagees and its and their partners, shareholders, officers, directors, employees, agents and contractors.

“ Initial Alterations ” shall mean the Alterations to be made by Tenant to initially prepare the Premises for Tenant’s occupancy.

“ Landlord ”, on the date as of which this Lease is made, shall mean KG A&A Corporation, a New York corporation, having an office at 1177 Avenue of the Americas, New York, New York 10036, but thereafter, “Landlord” shall mean only the fee owner of the Real Property or, if there shall exist a Superior Lease, the tenant there under.

“ Landlord’s Rate Schedule ” shall have the meaning set forth in Section 13.2 hereof.

“ Leaseback Notice ” shall have the meaning set forth in Section 12.6 hereof.

“ Leaseback Space ” shall have the meaning set forth in Section 12.6 hereof.

“ Lessor(s) ” shall mean a lessor under a Superior Lease.

“ Long Lead Work ” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that,

(i) there will be a delay in its manufacture, fabrication, delivery or installation, or

(ii) after delivery, such item will need to be reshipped or redelivered or repaired,

so that the item in question would delay the completion of the standard items even though the items of Long Lead Work in question are (1) ordered together with the other items required, and (2) installed or performed (after the manufacture or fabrication thereof) in the order and sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice.

“ Mortgage(s) ” shall mean any trust indenture or mortgage which may now or hereafter affect the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitution therefore, and advances made hereunder.

“ Mortgagee(s) ” shall mean any trustee, mortgagee or holder of a Mortgage.

“ Operating- Expenses ” shall have the meaning set forth in Section 27.1 hereof.

“ Operating Payment ” shall have the meaning set forth in Section 27.4 hereof.

“ Operating Statement ” shall have the meaning set forth in Section 27.1 hereof.

“ Operating Year ” shall have the meaning set forth in Section 27.1 hereof.

“ Operation of the Property ” shall mean the maintenance, security, repair and management of the Real Property and the curbs, sidewalks and areas adjacent thereto.

“ Overtime Periods ” shall have the meaning set forth in Section 28.3 hereof.

“ Overtime Rate ” shall have the meaning set forth in Section 28.3 hereof.

“ Parties ” shall have the meaning set forth in Section 37.2 hereof.

“ Partner ” or “ partner ” shall mean any partner of Tenant, any employee of a professional corporation which is a partner of Tenant, and any shareholder of Tenant if Tenant shall become a professional corporation.

“ Partnership Tenant ” shall have the meaning set forth in Article 29 hereof.

“ Person(s)” or “person(s) ” shall mean any natural person or persons, a partnership, a corporation and any other form of business or legal association or entity.

“ Premises ” shall mean, subject to the provisions of Section 14.4 hereof, the portion of the fifth (5th) floor, as set forth on the floor plan attached hereto and made a part hereof as Exhibit “A” .

“ Real Property ” shall mean the Building, together with the plot of land upon which it stands.

“ Rental ” shall mean and be deemed to include Fixed Rent, Escalation Rent, all additional rent and any other sums payable by Tenant to Landlord hereunder.

“ Rent Commencement Date ” shall mean March 1, 1997.

“ Requirements ” shall mean all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, decisions, codes and executive orders, extraordinary as well as ordinary, of all Governmental Authorities now existing or hereafter created, and of any and all of their departments and bureaus, and of any applicable fire rating bureau, or other body exercising similar functions, affecting the Real Property, or any street, avenue or sidewalk comprising a part of or in front thereof or any vault in or under the same, or affecting the maintenance, use or occupation of the Real Property. Without limiting the generality of the foregoing, Requirements shall include Local Laws 5/1973, 16/1984, 16/1987, 58/1987 and 76/1985 of the City of New York, and the Americans With Disabilities Act of 1990, as such laws and acts have been and may hereafter be amended.

“ Rules and Regulations ” shall mean the rules and regulations annexed hereto and made a part hereof as Schedule A , and such other and further reasonable rules and regulations as Landlord or Landlord’s agents may from time to time adopt on such notice to be given as Landlord may elect.

“ Soft Costs ” shall have the meaning set forth in Section 3.4 hereof.

“ Space Factor ” shall mean 11,600, as the same may be increased or decreased pursuant to the terms hereof.

“ Specialty Alterations ” shall mean Alterations consisting of kitchens, executive bathrooms, raised computer floors, computer installations, communications installations, security systems, fire detection and suppression systems, vaults, internal staircases, dumbwaiters, pneumatic tubes, vertical and horizontal transportation systems, and other Alterations of a similar character or nature.

“ Sublease Expenses ” shall have the meaning set forth in Section 12.12 hereof.

“ Sublease Profit ” shall have the meaning set forth in Section 12.12 hereof.

“ Sublease Rent ” shall have the meaning set forth in Section 12.12 hereof.

“ Sublease Rent Per Square Foot ” shall have the meaning set forth in Section 12.12 hereof.

“ Successor Landlord ” shall have the meaning set forth in Section 7.2 hereof.

“ Superior Lease(s) ” shall mean all ground or underlying leases of the Real Property or the Building heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments and modifications thereof.

“ Taxes ” shall have the meaning set forth in Section 27.1 hereof.

“ Tax Payment ” shall have the meaning set forth in Section 27.2 hereof.

“ Tax Statement ” shall have the meaning set forth in Section 27.1 hereof.

“ Tax Year ” shall have the meaning set forth in Section 27.1 hereof.

“ Tenant ”, on the date as of which this Lease is made, shall mean Learning Tree International USA, Inc. a Delaware corporation, having an office at 1805 Library Street, Reston, VA 22090, but thereafter, “Tenant” shall mean only the tenant under this Lease at the time in question; provided, however, that the originally named tenant and any assignee of this Lease shall not be released from liability hereunder in the event of any assignment of this Lease.

“ Tenant Fund ” shall have the meaning set forth in Section 3.4 hereof.

“ Tenant’s Designated Representative ” shall mean the agent, employee, officer or director of Tenant who is authorized from time to time to make decisions, give notices and receive notices contemplated hereunder, and whose name Tenant has given Landlord prior written notice thereof.

“ Tenant’s Determination ” shall have the meaning set forth in Section 39.4 hereof.

“ Tenant’s Floor Share ” shall mean with respect to any portion of the Premises which comprises less than an entire floor, the quotient obtained by dividing the rentable square footage leased by Tenant on the floor in question by the rentable square footage on the entire floor.

“ Tenant’s Share ” shall mean 1.21%, as the same may be increased or decreased pursuant to the terms hereof.

“ Tenant’s Property ” shall mean Tenant’s movable fixtures and movable partitions, telephone and other equipment, furniture, furnishings, decorations and other items of personal property.

“ Tentative Monthly Escalation Charge ” shall have the meaning set forth in Section 27.4 hereof.

“ Term ” shall mean a term which shall commence on the Commencement Date and shall expire on the Expiration Date.

“ Unavoidable Delays ” shall have the meaning set forth in Article 25 hereof.

“ VAC ” shall mean ventilation and air conditioning.

“ VAC System ” shall mean the Building System providing VAC.

ARTICLE 1

DEMISE, PREMISES, TERM, RENT

Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, the Premises for the Term to commence on the date hereof (the “ Commencement Date ”) and to the end on August 31, 2006 the “ Fixed Expiration Date ”), at an annual rent (the “Fixed Rent”) of:

(i) Four Hundred Seventeen Thousand Six Hundred Dollars ($417,600.00) per annum, payable in equal monthly installments of $34,800.00 commencing on the Rent Commencement Date through and including August 31, 2001; and

(ii) Four Hundred Seventy Five Thousand Six Hundred Dollars ($475,600.00) per annum, payable in equal monthly installments of $39,633.33, commencing on September 1, 2001 through and including the Fixed Expiration Date, which Fixed Rent Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance, on the first (1st) day of each calendar month during the Term, from the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment of Fixed Rent ($34,800) on the execution hereof. At the request of Landlord, Fixed Rent shall be payable when due by wire transfer of funds to an account designated from time to time by Landlord, except that Landlord shall not require wire transfer from Tenant unless it is then requiring wire transfer from more than 50% of the tenants in the Building.

Section 1.2 Should the obligation to pay Fixed Rent commence on a day other than on the first day of a month (or should this Lease expire or terminate on any day other than the last day of a month), then the Fixed Rent for such month shall be prorated on a per diem basis.

Section 1.3 Provided Tenant is not then in default hereunder, the Fixed Rent set forth in Section 1.l(i) above shall be abated during the month of March in each of the years 1999 through 2004 inclusive. However, if the default is cured, then thereafter Tenant shall receive the abatement to which it is entitled (including any abatement not received during the applicable month of March because Tenant was then in default).

ARTICLE 2

USE AND OCCUPANCY

Section 2.1 Subject to Section 2.3 below, Tenant may use and occupy the Premises as general and executive offices, as a computer training facility, uses incidental to those uses and for no other purpose. Tenant covenants and agrees that the Premises shall not be open to the general public, and access to the Premises shall be limited to employees, pre-registered invited guests and visitors of Tenant.

Section 2.2 (A) Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, (1) for the business of photographic, multilith or multigraph reproductions or offset printing, or a manufacturing business of any kind (2) for a banking, trust company, depository, guarantee or safe deposit business, (3) as a savings bank, a savings and loan association, or as a loan company, (4) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (5) as a stockbroker’s or dealer’s office or for the underwriting or sale of securities, (6) by the United States government, the City or the State of New York, any foreign government, the United Nations or any agency or department of any of the foregoing or any

other Person having sovereign or diplomatic immunity, (7) as a restaurant or bar or for the sale of confectionery, soda or other beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, except for consumption by Tenant’s partners, employees and business guests, (8) for the rendition of medical, dental or other therapeutic or diagnostic services, (9) for the conduct of a public auction, (10) for the sale at retail of any products, (11) as an employment agency, executive search firm or similar enterprise, labor union, school, or vocational training center (except for the training of employees of Tenant intended to be employed at the Premises or as otherwise set forth in this Article 2), or (12) as a barber shop or beauty salon. The provisions set forth in subparagraphs 2, 3 and 5 of this Section 2.2(A) shall not restrict the use of the Premises as executive offices for any of the businesses described in said subparagraphs 2,3 and 5.

(B) In connection with, and incidental to, Tenant’s use of the Premises for general and executive offices as provided in this Article 2, Tenant, at its sole cost and expense and upon compliance with all applicable Requirements, may install a “dryer” or similar unit in the Premises for the purpose of warming food for the employees and business guests of Tenant (but not for use as a public restaurant), provided that Tenant shall obtain all permits required by any Governmental Authorities for the operation thereof and such installation shall comply with the provisions of this Lease, including, without limitation, Article 3 hereof. Tenant may also install, at its sole cost and expense and subject to and in compliance with the provisions of Articles 3 and 4 hereof, vending machines for the exclusive use of the officers, employees and business guests of Tenant, each of which vending machines (if it dispenses any beverages or other liquids or refrigerates) shall have a waterproof pan located thereunder or refrigerant recovery system connected to a drain.

Section 2.3 As set forth in Section 2.1 above, one of the permitted uses of the Premises is as a computer training facility. Tenant covenants and agrees that it will operate the facility in a manner consistent with Landlord’s security procedures for the Building. Without limiting the generality of the foregoing, Tenant will provide Landlord on a daily basis with the names of all persons visiting the Premises in advance of their arrival on that day together with authorization for access to the Premises of those persons whose names have been provided to Landlord so that Landlord’s personnel are not required to contact Tenant to ascertain the authorization for access to the Premises of any visitor. If this procedure is not followed, Landlord may require Tenant to provide additional personnel to coordinate, in a manner satisfactory to Landlord in its sole discretion, access and security functions with Landlord. In addition to the foregoing, Landlord shall have the right in its sole and absolute discretion to institute reasonable procedures which Tenant covenants and agrees to comply with at its sole expense governing the entrance and exit of Tenant’s visitors to and from the Premises and the Building. Nothing contained in this Article 2 shall be construed to allow Landlord to deny access to the Premises by any of Tenant’s employees, guests and visitors whether or not invited or pre-registered, as the case may be.

ARTICLE 3

ALTERATIONS

Section 3.1 (A) Tenant shall not make any Alterations without Landlord’s prior consent. Landlord shall not unreasonably withhold or delay its consent to any proposed nonstructural Alterations, provided that such Alterations (i) are not visible from the outside of the Building, (ii) do not affect the use of or require access to any part of the Building other than the Premises, (iii) do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not adversely affect the proper functioning of any Building System, (v) do not reduce the value or utility of the Building, or (vi) do not affect the certificate of occupancy for the Building or the Premises. Landlord’s consent shall not be required for any so-called decorative Alterations, plans for which are not required to be filed with the New York City Building Department or any successor thereto.

(B) (1) Prior to making any Alterations, including, without limitation, the Initial Alterations, Tenant shall (i) submit to Landlord detailed construction plans and specifications (including layout, architectural, mechanical, electrical, plumbing, sprinkler and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which, in the case of nonstructural Alterations which meet the criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld or delayed, (ii) at Tenant’s expense, obtain all permits, approvals, inspections (to be performed by Tenant’s approved engineer or general contractor), sign-offs and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals, inspections, sign-offs and certificates shall be made, at Tenant’s expense, by a Person designated by Landlord (except as otherwise provided above for inspections), and (iii) furnish to Landlord duplicate original policies or certificates thereof of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, and any Lessor and any Mortgagee, as additional insureds, provided that, with respect to any agent, Lessor and Mortgagee, Tenant has received notice thereof. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the “as built” plans and specifications (reproducible mylars and microfiche index cards) for such Alterations, air and water balancing reports and certificates that indicate compliance with flame and smoke spread criteria, it being agreed that all filings with Governmental Authorities to obtain such reports, permits, approvals and certificates shall be made, at Tenant’s expense, by a Person designated by Landlord. All Alterations shall be made and performed in accordance with the plans and specifications therefore as approved by Landlord, all then current Requirements, the Rules and Regulations, and all rules and regulations relating to Alterations promulgated by Landlord in its reasonable judgment. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment (other than Tenant’s Property) shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. In addition, no Alteration at a cost for labor and materials (as reasonably estimated by Landlord’s architect, engineer or contractor) in excess of Seventy Five Thousand Dollars ($75,000) (which amount shall be increased on the third (3rd) anniversary of the Commencement Date and annually thereafter by the annual percentage increase, if any, in the Consumer Price Index from that in effect on the Commencement Date), either individually or in the aggregate with any other Alteration constructed in any twelve (12) month period, shall be undertaken prior to Tenant’s delivering to Landlord either (i) a performance bond and labor and materials payment bond (issued by a surety company and in form both reasonably satisfactory to Landlord), each in an amount equal to 120% of such estimated cost, or (ii) such other security as shall be reasonably satisfactory to Landlord or

required by any Mortgagee or Lessor. With respect to the Initial Alterations only, the Tenant Fund held by Landlord shall be deemed security reasonably satisfactory to Landlord pursuant to the preceding sentence. All Alterations requiring the consent of Landlord shall be performed only under the supervision of an independent licensed architect retained and paid for by Tenant and approved by Landlord, which approval shall not be unreasonably withheld.

(2) In any circumstance in which Landlord’s approval of each submission or subsequent modification of plans is required and such approval cannot be unreasonably withheld, if Landlord shall fail to disapprove Tenant’s final plans and specifications for any Alteration (any such disapproval shall state the reason(s) therefore) within ten (10) Business Days with respect to nonstructural Alterations which do not affect any Building Systems and fifteen (15) Business Days with respect to any other Alterations, after Landlord’s receipt of each submission or subsequent modification thereof, then Landlord shall be deemed to have approved such plans and specifications. Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the adequacy, correctness or efficiency thereof or otherwise.

(C) Tenant shall be permitted to perform Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall not interfere with, interrupt or disturb the operation and maintenance of the Building or unreasonably interfere with, interrupt or disturb the use and occupancy of the Building by other tenants in the Building. Supplementing the preceding sentence, but not in limitation thereof, in no event shall any Alterations interfere with, interrupt or disturb the premises (including, without limitation, the ceiling or flooring therein) of any other tenant or occupant of the Building. Otherwise, Alterations shall be performed at such times and in such manner as Landlord may from time to time reasonably designate. The foregoing shall not be deemed to prevent Tenant from performing Alterations between the hours of 6:00 P.M. and 8:00 A.M. on Business Days and during any hours on non-Business Days, provided same are performed in such manner as Landlord may from time to time reasonably designate. All Tenant’s Property installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, shall with respect to Tenant’s Property, remain the property of Tenant, and with respect to said Alterations, become the property of Landlord upon the expiration or sooner termination of this Lease. Upon the Expiration Date, Tenant shall remove Tenant’s Property from the Premises and, if Landlord consents, Tenant may remove, at Tenant’s cost and expense, all Alterations made by Tenant to the Premises, provided, however, in any case, that Tenant shall repair and restore in a good and worker like manner to good condition any damage to the Premises or the Building caused by such removal. Notwithstanding the foregoing, however, Landlord, upon notice given at least thirty (30) days prior to the Fixed Expiration Date or upon such shorter notice as is reasonable under the circumstances upon the earlier expiration of the Term, may require Tenant to remove any Specialty Alterations, and to repair and restore in a good and worker like manner to good condition any damage to the Premises or the Building caused by such removal.

(D) (1) All Alterations shall be performed, at Tenant’s sole cost and expense, by Landlord’s contractor(s) or by contractors, subcontractors or mechanics approved by Landlord (which approval shall not be unreasonably withheld). Prior to making an Alteration, at Tenant’s request, Landlord shall furnish Tenant with a list of contractors who may perform Alterations to the Premises on behalf of Tenant. If Tenant engages any contractor set forth on the list, Tenant shall not be required to obtain Landlord’s consent for such contractor unless, prior to the earlier of entering into a contract with such contractor, Landlord shall notify Tenant that such contractor has been removed from the list.

(2) Notwithstanding the foregoing, with respect to any Alteration affecting any Building System (i) Tenant shall select a contractor from a list of approved contractors furnished by Landlord to Tenant (containing at least three (3) contractors), and (ii) the Alteration shall, at Tenant’s cost and expense, be designed by Landlord’s engineer for the relevant Building System. If any such Alteration affecting any Building System has been designed by Landlord’s engineer, such Alteration shall, subject to the limitations set forth in Section 3.1 (A) above, be deemed approved by Landlord. (E) Any mechanic’s lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within thirty (30) days after Tenant shall have received notice thereof (or such shorter period if required by the terms of any Superior Lease or Mortgage), at Tenant’s expense, by payment or filing the bond required by law. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or of any adjacent property owned by Landlord. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately

Section 3.2 (A) (1) Tenant shall pay to Landlord on demand and as additional rent in connection with any Alteration, excluding the Initial Alterations, a fee equal to five percent (5%) of the total cost of such Alteration (the “ Alteration Fee ”). In addition, Tenant shall pay any fee charged by any Lessor or Mortgagee in connection with reviewing the plans and specifications of such Alterations or inspecting the progress of completion of the same.

(2) Notwithstanding anything to the contrary contained in this Section 3.2, with respect to the Initial Alterations only, the Alteration Fee shall be equal to the out-of-pocket costs incurred by Landlord in connection with the Initial Alterations, including, without limitation, any fee charged by any Lessor or Mortgagee in reviewing the plans and specifications for the Initial Alteration or inspecting the progress of completion of the same. In the event that Tenant retains the Building structural and mechanical engineers to prepare its structural and mechanical drawings for the Initial Alterations, then Landlord shall waive its fees with respect to its review of the mechanical and structural drawings for the Initial Alterations.

(B) Prior to making any Alteration, Tenant shall submit to Landlord a statement of Tenant’s independent licensed architect, if employed, or contractor, estimating the total cost of such Alteration and the estimated time required to complete such Alteration. The Alteration Fee shall be calculated on the basis of such estimate and paid in equal monthly installments during the course of the performance of the Alteration, together with the monthly installments of Fixed Rent. Within three (3) Business Days after completion of the Alteration, Tenant shall pay to Landlord the entire balance of the Alteration Fee if not theretofore paid in full.

(C) (1) Upon completion of an Alteration, Tenant shall submit to Landlord a statement of Tenant’s independent licensed architect, if employed, or contractor, certifying the total cost of such Alteration. The Alteration Fee shall be adjusted, if necessary, based on the certification. If the Alteration Fee, as adjusted, shall be greater than the amount theretofore paid to Landlord by Tenant on account of such Fee, Tenant shall pay such deficiency simultaneously with the delivery to Landlord of the certification. If such Alteration Fee, as adjusted, is less than the amount theretofore paid to Landlord by Tenant on account of such Fee, Landlord, at its option may either (i) within ten (10) Business Days after

Landlord’s receipt of the certification, pay to Tenant the amount of such overpayment, or (ii) credit the amount of such overpayment against the next due installments of Rental becoming due under this Lease.

(2) If Landlord shall dispute the statement certifying the total cost of such Alteration, Landlord shall have the right, within thirty (30) days after receipt of the certification, to employ an independent certified public accountant to review Tenant’s books and records relating to such Alteration. The determination of such accountant shall be conclusively binding upon the parties, and, if necessary, the Alteration Fee shall be adjusted accordingly based upon such determination. If such determination shall reveal that the Alteration Fee paid on account of such Alteration shall have been understated by more than five percent (5%) , then Tenant shall pay the fees of the accountant in connection with such review. The payment to be made to Landlord as a result of an understatement shall bear interest at the Applicable Rate from the date that the first installment of the Alteration Fee was due and payable until the date of such accountant’s determination. Any adjustment in the Alteration Fee, together with interest thereon at the Applicable Rate, as well as any payment of the fees of such accountant, shall be paid by Tenant to Landlord as additional rent within three (3) Business Days after such accountant’s determination.

Section 3.3 Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirement shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including, without limitation, attorneys’ fees and disbursements, or suffer any liability in connection therewith.

Section 3.4 (A) Subject to the provisions of this Section 3.4, Landlord shall contribute an amount not to exceed Five Hundred Twenty Two Thousand Dollars ($522,000.00) (the “ Tenant Fund ”) toward (x) the Hard Costs (as hereinafter defined) ) incurred by Tenant in connection with the performance of the Initial Alterations (other than Soft Costs), and (y) the fees of architects, engineers and expediters incurred by Tenant in connection with the performance of the Initial Alterations (the costs described in this clause (y) being collectively referred to herein as “ Soft Costs ”). Notwithstanding the foregoing, Landlord shall not be required to contribute toward Soft Costs an amount in excess of fifteen percent (15%) of the Tenant Fund. As used herein, Hard Costs shall mean those certain costs incurred by Tenant for the performance of the following work in connection with the Initial Alterations: the installation of walls, partitions, columns, sprinklers, fixtures, improvements and appurtenances permanently attached to or built in to the Premises, including mechanical systems, flooring, ceilings, duct work, electrical wiring, plumbing, millwork and supplemental air-conditioning systems (if any).

(B) Provided Landlord receives from Tenant on or before the tenth (10th) day of a calendar month a request for disbursement of a portion of the Tenant Fund (a “Request”), accompanied by the certification set forth in this Section 3.4(B) and the items set forth in Section3.4 (C) hereof (collectively, the “Draw Documents”), then Landlord shall, provided no Event of Default shall have occurred and be continuing, disburse the applicable portion of the Tenant Fund covered by the Request by the tenth (10th) day of the next succeeding calendar month. If the Request, accompanied by the Draw Documents, is received by Landlord subsequent to the tenth (10th) day of a calendar month, then the disbursement need not be made by Landlord until the 25th day of the second succeeding calendar month. For purposes hereof, a Request shall not be made unless and until Landlord determines that the Draw Documents are correct and complete. Disbursements from the Tenant Fund shall not be made more frequently than monthly, and shall be in an amount equal to the aggregate amounts theretofore paid (as certified by an officer of Tenant and Tenant’s independent, licensed architect) to Tenant’s contractors, subcontractors and materialmen, or on account of Soft Costs which in either case have not been the subject of a previous

disbursement from the Tenant Fund; provided, however, that Landlord shall only be obligated to pay ninety percent (90%) of the Tenant Fund pursuant to this Section 3.4(B), and the remaining ten percent (10%) of the Tenant Fund shall be paid when the Initial Alterations (inclusive of Punch List Items) have been completed, all final lien waivers and certifications set forth in Section 3.4(E) have been delivered, and Tenant has delivered “as-built” plans and specifications to Landlord with respect to the Initial Alterations.

(C) Landlord’s obligation to make disbursements from the Tenant Fund shall be subject to receipt of: (a) a request for such disbursement from Tenant signed by an officer of Tenant, together with the certification required by Section 3.4(B) hereof, (b) copies of all receipts, invoices and bills for the work completed and materials furnished in connection with the Initial Alterations and incorporated in the Premises, or with respect to Soft Costs, which in either case have been paid by Tenant and for which Tenant is seeking reimbursement, (c) copies of all contracts (to the extent not already given to Landlord), work orders, change orders and other materials relating to the work or materials, or Soft Costs, which in either case are the subject of the requested disbursement or reimbursement, (d) with respect to disbursements of the Tenant Fund to cover costs other than Soft Costs, a certificate of Tenant’s independent licensed architect stating (i) that, in his opinion, the portion of the Initial Alterations theretofore completed and for which the disbursement is requested was performed in a good and worker like manner in accordance with the final detailed plans and specifications for such Initial Alterations, as approved by Landlord, (ii) the percentage of completion of the Initial Alteration as of the date of such certificate, and (iii) the estimated total cost to complete the performance of the Initial Alterations, and (e) the amount of the Alteration Fee then payable pursuant to Section 3.2 hereof, and (f) partial lien waivers, to the extent permitted by law, from each contractor, subcontractor and materialman who performed work in connection with the Initial Alterations, to the extent of the amount theretofore paid to such contractor, subcontractor or materialman. In the event Landlord shall, at any time, willfully fail, in violation of its obligations hereunder, to disburse all or a portion of the Tenant Fund required, to be disbursed pursuant to the terms of this Lease, Tenant shall have the right to offset the amount unpaid against the next due installment(s) of Rental pursuant to the terms of this Lease.

(D) In no event shall the aggregate amount paid by Landlord to Tenant under this Section 3.4 exceed the amount of the Tenant Fund. Upon the completion 17 of the Initial Alterations (which shall include completion of all Punch List Items and payment of Soft Costs, and satisfaction of the conditions set forth in Section 3.4(E) hereof), any amount of the Tenant Fund which has not been previously disbursed (exclusive of amounts allocated to pay for work completed even though the invoices covering such work have not yet been received) shall be retained by Landlord. Upon the disbursement of the entire Tenant Fund (or the portion thereof if upon completion of the Initial Alterations and the payment of Soft Costs the Tenant Fund is not exhausted), Landlord shall have no further obligation or liability whatsoever to Tenant for further disbursement of any portion of the Tenant Fund to Tenant. It is expressly understood and agreed that Tenant shall complete, at its sole cost and expense, the Initial Alterations, and pay Soft Costs, whether or not the Tenant Fund is sufficient to fund such completion and Soft Costs. Any costs to complete the Initial Alterations and pay Soft Costs in excess of the Tenant Fund shall be the sole responsibility and obligation of Tenant.

(E) Within thirty (30) days after completion of the Initial Alterations, Tenant shall deliver to Landlord final waivers of lien from all contractors, subcontractors and materialmen involved in the performance of the Initial Alterations and the materials furnished in connection therewith, and a certificate from Tenant’s independent licensed architect certifying that (i) in his opinion the Initial Alterations have been performed in a good and worker like manner and completed in accordance with the final detailed plans and specifications for such Initial Alterations as approved by Landlord, and (ii) all contractors, subcontractors and materialmen have been paid for the Initial Alterations and materials furnished through such date.

(F) Prior to the commencement of the Initial Alterations, (i) Tenant shall provide Landlord with copies of all contracts with contractors and subcontractors who will be performing the Initial Alterations, and (ii) Landlord shall approve (which approval shall not be unreasonably withheld or delayed) the schedule of payments to be made thereunder.

Section 3.5 Tenant shall maintain comprehensive records and copies of all plans, specifications, budgets and other appropriate documentation in connection with any and all Alterations, copies of which shall be furnished to Landlord promptly upon demand.

Section 3.6 Annexed hereto as Exhibit C is the Building Standard requirements for Alterations. In performing any Alterations hereunder, Tenant covenants to comply with the provisions of said Exhibit C.

ARTICLE 4

REPAIRS-FLOOR LOAD

Section 4.1 Landlord shall operate, maintain and make all necessary repairs (both structural and nonstructural) to the part of Building Systems which provide service to the Premises (but not to the distribution portions of such Building Systems located within the Premises) and to the public portions of the Building, both exterior and interior, in conformance with standards applicable to non-institutional first class office buildings in Manhattan. Subject to Article 10 below, Tenant, at Tenant’s sole cost and expense, shall take good care of the Premises and the fixtures, equipment, Alterations and appurtenances therein and the distribution systems and shall make all nonstructural repairs thereto as and when needed to preserve them in good working order and condition. Notwithstanding the foregoing but subject to Article 10 below, all damage or injury to the Premises or to any other part of the Building and Building Systems, or to its fixtures, equipment and appurtenances, whether requiring structural or nonstructural repairs, caused by or resulting from negligent acts or omissions, neglect or improper conduct of, or Alterations made by, Tenant, Tenant’s agents, employees, invitees or licensees, shall be repaired at Tenant’s sole cost and expense, by (i) Tenant to the reasonable satisfaction of Landlord (if the required repairs are nonstructural in nature and do not affect any Building System), or (ii) Landlord (if the required repairs are structural in nature or affect any Building System). All of the aforesaid repairs shall be of good quality and of a class consistent with non-institutional first class office building work or construction and shall be made in accordance with the provisions of Article 3hereof. If Tenant fails after twenty (20) days’ notice (or such shorter period as may be required due to an emergency) to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by Landlord at the expense of Tenant, and the expenses thereof incurred by Landlord, with interest thereon at the Applicable Rate, shall be forthwith paid to Landlord as additional rent after rendition of a bill or statement therefore. Tenant shall give Landlord prompt notice of any defective condition in the Building or in any Building System, located in, servicing or passing through the remises, as soon as Tenant becomes aware of same.

Section 4.2 Tenant shall not place a load upon any floor of the Premises exceeding the “live load” limitations set forth in the certificate of occupancy for the Premises. Tenant shall not move any safe, heavy machinery, heavy equipment, business machines, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent, which consent shall not be unreasonably withheld, and shall make payment to Landlord of Landlord’s costs in connection therewith. If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant shall employ at its sole cost and expense only persons holding a Master Rigger’s license to do said work and such additional trades people as may be required to perform such work. All work in connection therewith shall comply with all Requirements and the Rules and Regulations, and shall be done during such hours as Landlord may

reasonably designate. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance. or injury to business arising from Landlord, Tenant or others making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof.

Section 4.3 Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises in making any repairs, alterations, additions or improvements; provided, however, that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever, except that Landlord, at its expense but subject to recoupment pursuant to Article 27 hereof, shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair required to be made by it hereunder to remedy any condition that either (i) results in a denial of access to the Premises, (ii) threatens the health or safety of any occupant of the Premises, or (iii) except in the case of a fire or other casualty, materially interferes with Tenant’s ability to conduct its business in the i Premises. Any materials required for the performance of any such repairs, alterations, additions ‘ or improvements shall be stored at such locations within the Premises as are reasonably designated by Tenant, except that any such materials may be moved to the location of the repair, alteration, addition or improvement during the course of performance of the work. In all other cases, at Tenant’s request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates and incur any other overtime costs or expenses in making any repairs, alterations, additions or improvements, and Tenant shall pay to Landlord, as additional rent, within ten (10) Business Days after demand, an amount equal to the difference between the overtime or other premium pay rates and the regular pay rates for such labor and any other overtime costs or expenses so incurred. Landlord shall furnish to Tenant copies of all bills setting forth amounts to be paid by Tenant hereunder.

Section 4.4 Both the design and decoration of the elevator areas of each entire floor of the Premises and the public corridors of any floor of the Premises occupied by more than one (1) occupant (as a result of a subletting or occupancy arrangement, if any, in accordance with Article 12 hereof) shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, and such elevator areas and public corridors shall be maintained and kept in order by Tenant to Landlord’s reasonable satisfaction. Nothing contained in the foregoing sentence, however, shall vitiate Landlord’s obligation to clean the Premises as provided in Section 28.4 hereof.

ARTICLE 5

WINDOW CLEANING

Tenant shall not clean, nor require, permit, suffer or allow any window in the Premises to be cleaned from the outside in violation of Section 202 of the Labor Law, or any other Requirement, or of the rules of the Board of Standards and Appeals, or of any other board or body having or asserting jurisdiction.

ARTICLE 6

REQUIREMENTS OF LAW

Section 6.1 (A) Tenant, at its sole cost and expense, shall comply with all Requirements applicable to the use and occupancy of the Premises, including, without limitation, those applicable to the making of any Alterations or repairs therein or the result of the making thereof, except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any Alteration in order to comply with any Requirement applicable to the mere general “office” use or occupancy (as opposed to the manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with a standard “all-risk” insurance policy, and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the New York City Fire Department, New York Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner (as opposed to mere use as general “offices”) which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect on the Commencement Date. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant, and shall make such reimbursement upon demand by Landlord. Landlord shall notify Tenant as promptly as reasonably practicable of any such increase. Landlord shall furnish Tenant with all bills for additional fire insurance premiums as to which Tenant is required to make reimbursement hereunder. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building.

(B) Landlord, at its sole cost and expense (but subject to recoupment as provided in Article 27 hereof ), shall comply with all other Requirements applicable to the Premises and the Building, subject to Landlord’s right to contest the applicability or legality thereof.

Section 6.2 Tenant, at its sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises for which Tenant is responsible, provided that: (a) Landlord (or any Indemnitee) shall not be subject to imprisonment or to prosecution for a crime, nor shall the Real Property or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended by reason of noncompliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnitee may be subject to any civil fines or penalties or other criminal penalties or if Landlord may be liable to any independent third party as a result of such noncompliance, Tenant shall furnish to Landlord either (i) a bond of a surety company satisfactory to Landlord, in form and substance reasonably satisfactory to Landlord, and in an amount equal to one hundred twenty percent (120%) of the sum of (A) the cost of such compliance, and (B) the criminal or civil penalties or fines that may accrue by reason of such noncompliance (as reasonably estimated by Landlord), and (C) the amount of such liability to independent third parties (as reasonably estimated by Landlord), and shall indemnify Landlord (and any Indemnitee) against the cost of such compliance and liability resulting from or incurred in connection with such contest or noncompliance (except that Tenant shall not be required to furnish such bond to Landlord if it has otherwise furnished any similar bond required by law to the appropriate Governmental

Authority and has named Landlord as a beneficiary thereunder), or (ii) other security reasonably satisfactory in all respects to Landlord; (c) such noncompliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such proceedings. Without limiting the applicability of the foregoing, Landlord (or any Indemnitee) shall be deemed subject to prosecution for a crime if Landlord (or any Indemnitee), a Lessor, a Mortgagee or any of their officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatsoever, unless such charges are withdrawn ten (10) days before Landlord (or any Indemnitee), such Lessor or such Mortgagee or such officer, director, partner, shareholder, agent or employee, as the case may be, is required to plead or answer thereto.

ARTICLE 7

SUBORDINATION

Section 7.1 This Lease shall be subject and subordinate to each and every Superior Lease and to each and every Mortgage. This clause shall be self-operative and no further instrument of subordination shall be required from Tenant to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder; however, Tenant shall execute and deliver promptly an instrument, in recordable form, that Landlord, any Mortgagee or Lessor reasonably may request to evidence and confirm such subordination. If the date of expiration of any Superior Lease shall be the same day as the Expiration Date, the Term shall end and expire twelve (12) hours prior to the expiration of the Superior Lease. Tenant shall not knowingly do anything that would constitute a default under any Superior Lease or Mortgage, or knowingly omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default thereunder. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, or if in connection with the entering into of a Superior Lease, any lending institution or Lessor shall request reasonable modifications of this Lease that do not increase Tenant’s monetary obligations under this Lease, or adversely affect or diminish the rights, or increase the other obligations of Tenant under this Lease, Tenant shall make such modifications. A requirement that Tenant give notice of any default on the part of Landlord to any Mortgagee or Lessor and a reasonable opportunity to cure such default shall not be deemed to increase the obligations of Tenant under this Lease.

Section 7.2 (A) If at any time prior to the expiration of the Term, any Superior Lease shall terminate or be terminated for any reason or any Mortgagee comes into possession of the Real Property or the Building or the estate created by any Superior Lease by receiver or otherwise, Tenant agrees, to attorn pursuant to the terms of this Lease, from time to time, at Successor Landlord’s option, to any such owner, Lessor or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage or the granting of a deed in lieu of foreclosure (a “ Successor Landlord ”), upon the then executory terms and conditions of this Lease, subject to the provisions of Section 7.1 hereof and this Section 7.2, for the remainder of the Term, provided that such owner, Lessor or Mortgagee, or receiver caused to be appointed by any of the foregoing, as the case may be, shall then be entitled to possession of the Premises and provided further that such owner, Lessor or Mortgagee, as the case may be, or anyone claiming by, through or under such owner, Lessor or Mortgagee, as the case may be, including a purchaser at a foreclosure sale, shall not be:

(1) except as hereafter set forth, liable for any act or omission of any prior landlord (including, without limitation, the then defaulting landlord) unless such default is not cured after such owner, Lessor, Mortgagee or purchaser obtains possession of the Real Property or Building, or

(2) subject to any defense or offsets which Tenant may have against any prior landlord (including, without limitation, the then defaulting landlord) unless such default is not cured after such owner, Lessor, Mortgagee or purchaser obtains possession of the Real Property or Building, or

(3) bound by any payment of Rental which Tenant may have made to any prior landlord (including, without limitation, the then defaulting landlord) more than thirty (30) days in advance of the date upon which such payment was due, or

(4) bound by any obligation to perform or fund any work or to make improvements to the Premises, except for (i) repairs and maintenance pursuant to the provisions of Article 4, (ii) repairs to the Premises or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 hereof, but only to the extent required of Landlord, and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 11 hereof, but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such owner, Lessor or Mortgagee, or

(5) bound by any amendment or modification of this Lease made after Tenant has received written notice of such Lessor or Mortgagee without its consent, or

(6) bound to return Tenant’s security deposit, if any, until such deposit has come into its actual possession and Tenant would be entitled to such security deposit pursuant to the terms of this Lease.

(B) The Successor Landlord may accept Tenant’s attornment and may recognize Tenant as Tenant under this Lease, subject to the terms hereinabove set forth. The Successor Landlord, subject to the limitations set forth in this Section 7.2, shall be deemed to have and shall assume performance of and compliance with, all of the terms, covenants and conditions of the Lease (other than those set forth in subdivisions (I) through (6) above) from and after the date of the attornment until such time as the interest of the Successor Landlord shall be transferred to a new Landlord.

(C) The provisions of this Section 7.2 shall enure to the benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, Lessor or Mortgagee, shall execute, at Tenant’s expense, from time to time, instruments, in recordable form, in confirmation of the foregoing provisions of this Section 7.2, satisfactory to any such owner, Lessor or Mortgagee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 7.2 shall be construed to impair any right otherwise exercisable by any such owner, Lessor or Mortgagee, or to excuse any such owner, Lessor or Mortgagee from performing obligations of repair and maintenance required to be performed by it hereunder.

Section 7.3 From time to time, within ten (10) days next following request by Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord, such Mortgagee or such Lessor a written statement executed by Tenant, in form reasonably satisfactory to Landlord, such Mortgagee or such Lessor, (1) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (2) setting forth the date to which the Fixed Rent, additional rent and other items of Rental have been paid, (3) stating whether or not, to the best knowledge of Tenant (but without

having made any investigation), Landlord is in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, and (4) as to any other matters pertaining to this Lease reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 7.3 may be relied upon by any purchaser or owner of the Real Property or the Building, or Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or by an assignee of any Mortgagee, or by any Lessor.

Section 7.4 From time to time, within ten (10) days next following request by Tenant, Landlord shall deliver to Tenant a written statement executed by Landlord (i) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent, all additional rent and any other items of Rental have been paid, (iii) stating whether or not, to the best knowledge of Landlord (but without having made any investigation), Tenant is in default under this Lease, and, if Tenant is in default, setting forth the specific nature of all such defaults, and (iv) as to any other matters reasonably requested by Tenant and related to this Lease.

Section 7.5 As long as any Superior Lease or Mortgage shall exist and Tenant has received written notice of the existence thereof, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord until Tenant shall have given written notice of such act or omission to all Lessors and Mortgagees at such addresses as shall have been furnished to Tenant by such Lessors and Mortgagees and, if any such Lessor or Mortgagee, as the case may be, shall have notified Tenant within ten (10) Business Days following receipt of such notice of its intention to remedy such act or omission, until a reasonable period of time shall have elapsed following the giving of such notice, during which period such Lessors and Mortgagees shall have the right, but not the obligation, to remedy such act or omission. If no such notice is given by any such Lessor or Mortgagee within such ten (10) Business Day period or, if the Lessor or Mortgagee giving such notice does not undertake cure within ten (1 0) days following the giving of such notice to Tenant, then Tenant may pursue all of its remedies hereunder or at law.

ARTICLE 8

RULES AND REGULATIONS

Tenant and Tenant’s contractors, employees, agents, visitors, invitees and licensees shall comply with the Rules and Regulations. Nothing in this Lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees, except that Landlord shall not enforce any Rule or Regulation against Tenant which I Landlord shall not then be enforcing against all other office tenants in the Building.

ARTICLE 9

INSURANCE. PROPERTY LOSS OR DAMAGE: REIMBURSEMENT

Section 9.1 (A) Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord nor its agents shall be liable for any injury (or death) to persons or damage to

property, or interruption of Tenant’s business, resulting from fire or other casualty, nor shall Landlord or its agents be liable for any such injury (or death) to persons or damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work, nor shall Landlord be liable for any injury (or death) to persons or damage to property or improvements, or interruption of Tenant’s business, resulting from any latent defect in the Premises or in the Building. Subject to Section 10.5 below, nothing contained in this Section 9.1 shall be construed to exempt Landlord from any liability for its negligence or willful misconduct.

(B) If at any time any windows of the Premises are temporarily closed, darkened or bricked-up due to any Requirement or by reason of repairs, maintenance, alterations, or improvements to the Building, or any of such windows are permanently closed, darkened or bricked-up due to any Requirement, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefore, nor abatement or diminution of Fixed Rent or any other item of Rental, nor shall the same release Tenant from its obligations hereunder, nor constitute an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise, nor impose any liability upon Landlord or its agents. If at any time the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence and otherwise take such action as may be reasonably necessary to minimize the period during which such windows are temporarily closed, darkened, or bricked-up.

(C) Tenant shall immediately notify Landlord of any fire or accident in the Premises, promptly upon becoming aware of same.

Section 9.2 Tenant shall obtain and keep in full force and effect (i) an “all risk” insurance policy with a replacement cost endorsement for Alterations, Specialty Alterations and Tenant’s Property at the Premises, and (ii) a policy of commercial general liability and property damage insurance on an occurrence basis, with a contractual liability endorsement. Such policies shall provide that Tenant is named as the insured. Landlord, Landlord’s managing agent, and any Lessors and any Mortgagees (whose names shall have been furnished to Tenant) shall be added as additional insureds, as their respective interests may appear with respect to the insurance required to be carried pursuant to clause (i) above with respect to Specialty Alterations only, and only to the extent of the named insured’s negligence with respect to the insurance required to be carried pursuant to clause (ii) above. Such policy with respect to clause (ii) above shall include a provision under which the insurer agrees to indemnify and hold Landlord, Landlord’s managing agent, and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2, all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35. In addition, the policy required to be carried pursuant to clause (ii) above shall contain a provision that (a) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained, and (b) the policy shall be non-cancelable with respect to Landlord, Landlord’s managing agent, and such Lessors and Mortgagees (whose names and addresses shall have been furnished to Tenant) unless thirty (30) days’ prior written notice shall have been given to Landlord and Landlord’s managing agent, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance carrier which may adversely affect the coverage of the insureds under such policy of insurance, Tenant shall immediately deliver to Landlord and any other additional insured hereunder a copy of such notice. The minimum amounts of liability under the policy of insurance required to be carried pursuant to clause (ii) above shall be a combined single limit with respect to each occurrence in an amount not less than Five Million Dollars ($5,000,000) for injury (or death) to persons and damage to property, which amount shall be

increased from time to time to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by prudent landlords of noninstitutional first-class buildings in New York City for office use. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of “A” and a financial rating of at least “X”.

Section 9.3 Upon the execution hereof, Tenant shall deliver to Landlord appropriate certificates of insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 hereof, required to be carried by Tenant pursuant to this Article 9. Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least thirty (30) days prior to the expiration of such policy.

Section 9.4 Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, Tenant’s Property or any Alterations, Initial Alterations and/or Specialty Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business; it being expressly understood and agreed that the foregoing shall not affect Tenant’s right, if any, regarding an abatement of the Rental pursuant to Section 10.1 hereof.

Section 9.5 Landlord hereby agrees to carry insurance with respect to the building which is customarily carried by owners of similar first-class non-institutional office buildings in midtown Manhattan in an amount sufficient to prevent co-insurance.

ARTICLE 10

DESTRUCTION-FIRE OR OTHER CAUSE

Section 10.1 (A) If the Premises (other than Alterations, Specialty Alterations and Tenant’s Property) shall be damaged by fire or other casualty, and promptly after Landlord learns of the same, the damage (exclusive of damage to Alterations and/or Tenant’s Property) shall, following completion of Landlord’s insurance adjustment, be diligently repaired by and at the expense of Landlord to substantially the condition prior to the damage, and until such repairs which are required to be performed by Landlord shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant), (x) the Fixed Rent and Space Factor shall be reduced in the proportion which the ratio between the area of the part of the Premises which is not usable by Tenant, as determined by Landlord in its reasonable discretion, bears to the total area of the Premises immediately prior to such casualty, and (y) Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such casualty bears to the rentable area of the Building remaining after such casualty. In the event that Tenant determines in its reasonable judgment that it is reasonably unable to conduct its business in the undamaged portion of the Premises or Tenant does not have reasonable access to the Premises, then Tenant may vacate the undamaged portion of the Premises and the Rental shall be totally abated until sixty (60) days after the damage has been repaired and/or Tenant once again has reasonable access to the Premises to perform its restoration work. Upon the substantial completion of such repairs, Landlord shall diligently prosecute to completion any items of Long Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s Property. In addition, Landlord shall not be obligated to repair any damage to, or to replace, any Alterations. Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy in making any repairs pursuant to this Section.

(B) Prior to the substantial completion of Landlord’s repair obligations set forth in Section 10.1(A) hereof, Landlord shall provide Tenant and Tenant’s contractor, subcontractors and materialmen access to the Premises to perform Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business):

(1) Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord’s discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed.

(2) Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, including, without limitation, Tenant’s obligation to pay to Landlord the Electricity Additional Rent as more particularly set forth in Article 13 hereof, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs.

(3) It is expressly understood that if Landlord shall be prevented from substantially completing the repairs due to any acts of Tenant, its agents, servants, employees or contractors, including, without limitation, by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant’s failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant’s obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date when the repairs would have been substantially completed but for such delay and the expiration of the abatement of the Tenant’s obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent.

Section 10.2 Anything contained in Section 10.1 hereof to the contrary not with standing, if the Building shall be so damaged by fire or other casualty that, in Landlord’s reasonable opinion (confirmed by a reputable independent architect or contractor retained by Landlord), substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord’s option, may, not later than sixty (60) days following the damage, give Tenant a notice in writing terminating this Lease provided, however, that Landlord terminates substantially all the other leases for office premises in the Building pursuant to which Landlord has such a termination right in the event of a casualty. If Landlord elects to terminate this Lease, the Term shall expire upon a date set by Landlord, but not sooner than the tenth (10th) day nor later than the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. Upon the termination of this Lease under the conditions provided for in this Section 10.2, the Rental shall be apportioned to the date that the Premises are no longer usable or the date of termination (whichever date occurs sooner) and any prepaid portion of Rental for any period after such date shall be refunded by Landlord to Tenant.

Section 10.3 (A) Within forty-five (45) days after Landlord receives knowledge of any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a statement prepared by a reputable contractor reasonably acceptable to Tenant setting forth such contractor’s estimate as to the time required to repair such damage, exclusive of time required to repair any Alterations, Initial Alterations or Specialty Alterations (which are Tenant’s obligation to repair) or to perform Long Lead Work which is the responsibility of Tenant. If the estimated time period exceeds twelve (12) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof. If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article lo), the damage shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 hereof. Regardless of the estimated time required to repair such damage, if restoration is not substantially completed within twelve (12) months following the date of the damage, then Tenant shall have thirty (30) days from the expiration of such 12-month period within which to elect to terminate this Lease, and if such restoration is not completed within such 30 day period, this Lease shall be deemed canceled. Except as expressly set forth in this Section 10.3(A), Tenant shall have no other options to cancel this Lease under this Article 10.

(B) Notwithstanding the foregoing, if the Premises or access to the Premises shall be substantially damaged during the last two (2) years of the Term and the damage cannot be substantially repaired within sixty (60) days, either party may elect by notice, given within thirty (30) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 hereof.

Section 10.4 This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

Section 10.5 The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards of the type covered by such fire and extended coverage insurance. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in

either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Property or Specialty Alterations or any other Alteration prior to the completion of the Initial Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

ARTICLE 11

EMINENT DOMAIN

Section 1 1.1 If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Real Property (comprised of at least thirty percent (30%) of the rentable area of the Building) and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, (x) the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation, (y) Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation, and (z) the security deposit pursuant to Article 31 below shall be reduced in the same proportion that the Fixed Rent and Space Factor are reduced; (2) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is given by Landlord or Tenant, this Lease and the Term shall come to an end and expire upon the \ expiration of said thirty (30) days with the same effect as if the date of expiration of said thirty (30) days were the Expiration Date. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 1 1.1, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit inclusive of Tenant’s Alterations (other than Specialty Alterations), except that if such acquisition or condemnation occurs prior to completion of the Initial Alterations, Landlord shall only be required to restore that part of the Premises not so acquired or condemned to a self-contained rental unit exclusive of Tenant’s Alterations. Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, the Rental shall be apportioned and any prepaid portion of Rental for any period after such date shall be refunded by Landlord to Tenant.

Section 11.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of

any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 11.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking, and for any moving expenses.

Section 11.3 If the whole or any part of the Premises shall be acquired or condemned temporarily during the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice thereof to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay in full all items of Rental payable by Tenant hereunder without reduction or abatement, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that:

(i) if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund which Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises which would necessitate an expenditure to restore the Premises, then a portion of such award or payment considered by Landlord as appropriate to cover the expenses of the restoration shall be retained by Landlord, without application as aforesaid, and applied toward the restoration of the Premises as provided in Section 11.1 hereof; or

(ii) if the acquisition or condemnation is for a period extending beyond the Term, such award or payment shall be apportioned between Landlord and Tenant as of the Expiration Date; Tenant’s share thereof, if paid less frequently than in monthly installments, shall be paid to Landlord and applied in accordance with the provisions of clause (i) above, provided, however, that the amount of any award or payment allowed or retained for restoration of the Premises shall remain the property of Landlord if this Lease shall expire prior to the restoration of the Premises.

ARTICLE 12

ASSIGNMENT. SUBLETTING, MORTGAGE, ETC.

Section 12.1 (A) Tenant, without the prior consent of Landlord in each instance, shall not (a) assign its rights or delegate its duties under this Lease (whether by operation of law, transfers of interests in Tenant (subject to the last sentence of Section 12.4(B)) or otherwise), mortgage or encumber its interest in this Lease, in whole or in part, (b) sublet, or permit the subletting of, the Premises or any part thereof, or (c) permit the Premises or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by any Person other than Tenant. Notwithstanding anything to the contrary herein contained, Tenant may sublet all or any portion of the Premises or assign this Lease to any Affiliate without the consent of Landlord, provided Tenant delivers a copy of the executed sublease or assignment and assumption within ten (10) days after the execution thereof. If at any time following such assignment or subletting to an Affiliate, such assignee or subtenant shall cease to be an Affiliate, then, (i) in the event of an assignment of this Lease, Tenant shall, at least three (3) days prior to the date such assignee shall cease to be an Affiliate, assign this Lease back to the Tenant named herein or to the entity which was Tenant immediately prior to such assignment to the Affiliate, and (ii) in the event of a sublease of all or any portion of the Premises, Tenant shall, at least three (3) days prior to the date such subtenant ceases to be an Affiliate terminate such sublease and cause the subtenant to vacate the Premises.

(B) If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be delivered in

connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Landlord’s property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid to or turned over to Landlord.

Section 12.2 (A) If Tenant’s interest in this Lease is assigned in violation of the provisions of this Article 12, such assignment shall be void and of no force and effect against Landlord; provided, however, that Landlord may collect an amount equal to the then Fixed Rent plus any other item of Rental from the assignee as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and other items of Rental reserved in this Lease. If the Premises or any part thereof are sublet to, or occupied by, or used by, any Person other than Tenant, whether or not in violation of this Article 12, Landlord, after an Event of Default by Tenant under this Lease, including, without limitation, a subletting or occupancy in violation of this Article 12, may collect any item of Rental or other sums paid by the subtenant, user or occupant as a fee for its use and occupancy, and shall apply the net amount collected to the Fixed Rent and other items of Rental reserved in this Lease. In the event that any such default is cured, then any sums collected from any subtenant, user or occupant in excess of the Fixed Rent and other items of Rental reserved in this Lease shall forthwith be paid to Tenant after deducting any fees and expenses payable by Tenant to Landlord in connection with such Event of Default. No such assignment, subletting, occupancy or use, whether with or without Landlord’s prior consent, nor any such collection or application of Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any term, covenant or condition of this Lease or the acceptance by Landlord of such assignee, subtenant, occupant or user as Tenant hereunder. The consent by Landlord to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior consent of Landlord to any further assignment, subletting, occupancy or use.

(B) Tenant shall reimburse Landlord on demand for the costs set forth in this Section 12.2(B) that may be incurred by Landlord in connection with any proposed assignment of Tenant’s interest in this Lease or any proposed subletting of the Premises or any part thereof, including, without limitation, any reasonable processing fee, reasonable attorneys’ fees and disbursements and the reasonable costs of making investigations as to the acceptability of the proposed subtenant or the proposed assignee. Notwithstanding the foregoing, no reimbursement shall be due pursuant to this subdivision (B) with respect to any proposed assignment or proposed subletting as to which Landlord exercises its right of recapture or cancellation, pursuant to Section 12.6(B).

(C) Neither any assignment of Tenant’s interest in this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any Person other than Tenant, nor any collection of Rental by Landlord from any Person other than Tenant as provided in this Section 12.2, nor any application of any such Rental as provided in this Section 12.2 shall, in any circumstances, relieve Tenant of its obligations under this Lease on Tenant’s part to be observed and performed.

(D) Any Person to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall execute and deliver to Landlord upon demand an instrument confirming such assumption. No assignment of this Lease shall relieve Tenant of its obligations hereunder and, subsequent to any assignment, Tenant’s liability hereunder shall continue notwithstanding any subsequent modification or amendment hereof or the release of any subsequent Tenant hereunder from any liability, to all of which Tenant hereby consents in advance, provided, however, that the assignor’s liability hereunder shall not apply to any obligations created by any subsequent modification or amendment.

Section 12.3 (A) If Tenant assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any Person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant, then notice of such proposed assignment shall be given to Landlord by Tenant no later than twenty (20) days after receipt by Tenant, but in any event no later than ten (10) days prior to the date that Tenant shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption. Such notice shall set forth (a) the name and address of such Person, (b) all of the terms and conditions of such offer, and (c) adequate assurance of future performance by such Person under the Lease as set forth in Paragraph (B) below, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Landlord shall have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such Person, less any brokerage commissions which would otherwise be payable by Tenant out of the consideration to be paid by such Person in connection with the assignment of this Lease.

(B) The term “adequate assurance of future performance” as used in this Lease shall mean that any proposed assignee shall, among other things, (a) deposit with Landlord on the assumption of this Lease the sum of the then Fixed Rent for a one year period as security for the faithful performance and observance by such assignee of the terms and obligations of this Lease, which sum shall be held by Landlord, (b) furnish Landlord with financial statements of such assignee for the prior three (3) fiscal years, as finally determined after an audit and certified as correct by a certified public accountant, which financial statements shall show a net worth of at least six (6) times the then Fixed Rent for each of such three (3) years, (c) grant to Landlord a security interest in such property of the proposed assignee as Landlord shall deem necessary to secure such assignee’s future performance under this Lease, and (d) provide such other information or take such action as Landlord, in its reasonable judgment shall determine is necessary to provide adequate assurance of the performance by such assignee of its obligations under this Lease.

Section 12.4 (A) If Tenant is a partnership, the admission of new Partners, the withdrawal, retirement, death, incompetency or bankruptcy of any Partner, or the reallocation of partnership interests among the Partners, shall not constitute an assignment of this Lease, provided that the principal purpose of any such admission, withdrawal, or retirement is not to circumvent the restrictions on assignment set forth in the provisions of this Article 12. The reorganization of Tenant from a professional corporation into a partnership or the reorganization of a Tenant from a partnership into a professional corporation, shall not constitute an assignment of this Lease, provided that immediately following such reorganization the Partners of Tenant shall be the same as the shareholders of Tenant existing immediately prior to such reorganization, or the shareholders of Tenant shall be the same as the Partners of Tenant existing immediately prior to such reorganization, as the case may be. If Tenant shall become a professional corporation, each individual shareholder in Tenant and each employee of a professional corporation which is a shareholder in Tenant shall have the same personal liability as such individual or employee would have under this Lease if Tenant were a partnership and such individual or employee were a Partner in Tenant. If any individual Partner in Tenant is or becomes an employee of a professional corporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation were a Partner of Tenant.

(B) Except as set forth above, either a transfer (including the issuance of treasury stock or the creation and issuance of new stock or a new class of stock) of fifty percent (50%) or more of the shares of Tenant (if Tenant is a corporation or trust) or a transfer of fifty percent (50%) or more of the total interest in Tenant (if Tenant is a partnership or other

entity) at any one time or through a series of transfers over a twelve (12) month period, shall be deemed an assignment of this Lease and shall be subject to all of the provisions of this Article 12, including, without limitation, the requirement that Tenant obtain Landlord’s prior consent thereto. The transfer of shares of Tenant (if Tenant is a corporation or trust) for purposes of this Section 12.4 shall not include the sale of shares by persons other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the “over-the-counter market” or through any recognized stock exchange. The provisions of this Article 12 shall not apply to any transaction with a corporation into which Tenant merges or with which Tenant consolidates or to which all or substantially all of Tenant’s assets are transferred provided that (i) a principal purpose of the transaction is not the assignment of this Lease, (ii) the surviving corporation, immediately after the transaction, has a net worth equal to or greater than that of Tenant immediately prior to the transaction, and Landlord is furnished with certified financial statements confirming such net worth, and (iii) the surviving corporation assumes all of Tenant’s obligations under this Lease and Landlord is provided with an executed copy of the assumption agreement. The provisions of this Section 12.5(B) shall only be applicable in the event that Tenant has substantially no assets other than this Lease, and the transfer of stock is being undertaken as a subterfuge to assign this Lease.

Section 12.5 If, at any time after the originally named Tenant herein may have assigned Tenant’s interest in this Lease, this Lease shall be disaffirmed or rejected in any proceeding of the types described in Paragraph (E) of Section 16.1 hereof, or in any similar proceeding, or in the event of termination of this Lease by reason of any such proceeding or by reason of lapse of time following notice of termination given pursuant to said Article 16 based upon any of the Events of Default set forth in such Paragraph, any prior Tenant, including, without limitation, the originally named Tenant, upon request of Landlord given within thirty (30) days next following any such disaffirmance, rejection or termination (and actual notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of termination other than by act of Landlord), shall (1) pay to Landlord all Fixed Rent, Escalation Rent and other items of Rental due and owing by the assignee to Landlord under this Lease to and including the date of such disaffirmance, rejection or termination, and (2) as “tenant”, enter into a new lease with Landlord of the Premises for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Expiration Date, unless sooner terminated as in such lease provided, at the same Fixed Rent and upon the then executory terms, covenants and conditions as are contained in this Lease, except that (a) Tenant’s rights under the new lease shall be subject to the possessory rights of the assignee under this Lease and the possessory rights of any person claiming through or under such assignee or by virtue of any statute or of any order of any court, (b) such new lease shall require all defaults existing under this Lease to be cured by Tenant with due diligence, (c) such new lease shall require Tenant to pay all Escalation Rent reserved in this Lease which, had this Lease not been so disaffirmed, rejected or terminated, would have accrued under the provisions of Article 27 hereof after the date of such disaffirmance, rejection or termination with respect to any period prior thereto, and (d) the new lease to be entered into with Landlord shall not contain any terms agreed to by the Landlord and the assignee following the assignment of Tenant’s interest in this Lease. If any such prior Tenant shall default in its obligation to enter into said new lease for a period of ten (10) days next following Landlord’s request therefore, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Landlord shall have the same rights and remedies against such Tenant as if such Tenant had entered into such new lease and such new lease had thereafter been terminated as of the commencement date thereof by reason of such Tenant’s default thereunder.

Section 12.6 If Tenant shall at any time or times during the Term, desire to assign this Lease or sublet all or any portion of the Premises (except to an Affiliate as provided in Section 12.01), Tenant shall first give written notice of such desire to Landlord, which notice shall contain the proposed effective date of the desired assignment or commencement date of the desired sublease (and the expiration date, if a

sublease), and if only a portion of the Premises is to be sublet, the notice shall be accompanied by a floor plan of the Premises on which the area to be subleased is shown cross-hatched. Such notice (a “ Leaseback Notice ”) shall be deemed an offer from Tenant to Landlord whereby Landlord may, at its option, (i) sublease such space (hereinafter called the “ Leaseback Space ”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of part of the Premises), or (ii) terminate this Lease or sublease such space for the term of the proposed sublease as set forth in the Leaseback Notice (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises). For purposes hereof, more than one (1) transaction with the same party or related parties within a one (1) year period shall be deemed one (1) transaction. Said options may be exercised by Landlord by notice to Tenant at any time within sixty (60) days after such notice has been given by Tenant to Landlord, and during such sixty (60) day period Tenant shall not assign this Lease nor sublet such space to any person nor entity or advertise, list or market said space. If Tenant does not consummate an assignment or sublease within one hundred eighty (1 80) days following the expiration of the 60-day period referred to in the preceding sentence, Tenant shall be required to comply again with the provisions of this Section 12.6 before assigning this Lease, subletting such space or advertising, listing or marketing said space, except that the 60-day period shall be reduced to thirty (30) days.

Section 12.7 If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet all or substantially all of the Premises, then this Lease shall end and expire on the date that such assignment or sublet was to be effective or ) commence, as the case may be, and the Fixed Rent and Escalation Rent due hereunder shall be paid and apportioned to such date.

Section 12.8 If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord (as subtenant) shall be at the rental rate per rentable square foot of Fixed Rent and additional rent then payable pursuant to this Lease, and such sublease shall:

(a) be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Article;

(b) be for the same term as proposed by Tenant pursuant to Section 12.6 above;

(c) give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space and to make any and all changes, alterations and improvements in the space covered by such sublease as Landlord deems necessary or desirable, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord the option to extend the term of such sublease for the balance of the Term less one (1) day;

(d) provide that any assignee or further subtenant of Landlord may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Leaseback Space or any part thereof as Landlord deems necessary or desirable and shall also provide in substance that any such alterations, decorations and installations in the Leaseback Space therein made by any assignee or subtenant of Landlord may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such assignment or sublease, provided that such assignee or subtenant, at its expense, shall repair any damage and injury to that portion of the Leaseback Space so sublet caused by such removal;

(e) also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant, at Landlord’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Leaseback Space so sublet by Tenant to Landlord, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the Leaseback Space from the balance of the Premises and to comply with any Requirements of Governmental Authorities relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition (but readily usable as offices), subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the space demised by such sublease in reasonable order and condition; and

(f) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord or to restore the Leaseback Space to its original condition by removing any such alteration, installation or improvement.

(g) Tenant shall have no liability or responsibility for the Leaseback Space during the term of the sublease to Landlord, and any default under the sublease to Landlord or any further subleasing by Landlord shall not be deemed a default under this Lease.

Section 12.9 Performance by Landlord or its designee, under a sublease of the Leaseback Space to Landlord, shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease, nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default arises directly from any act or omission of the subtenant under such sublease or arises directly from any act or omission of any occupant holding under or pursuant to any such sublease.

Section 12.10 (A) In the event Landlord does not exercise an option provided to it pursuant to Section 12.6 and provided that Tenant is not in default (beyond the expiration of any applicable notice and grace period) of any of Tenant’s obligations under this Lease, Landlord’s consent (which must be in writing) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

(a) Tenant shall have complied with the provisions of Section 12.6 and Landlord shall not have exercised any of its options under said Section 12.6 within the time permitted therefore;

(b) The proposed assignee or subtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, and (ii) is limited to the use expressly permitted under this Lease;

(c) The proposed assignee or subtenant is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof;

(d) The proposed assignee or sublessee, is (i) not then an occupant or an Affiliate of any occupant of any part of the Building (provided that there is comparable space available for leasing by Landlord in the Building, or (ii) not then negotiating with Landlord to lease comparable space in the Building;

(e) The form of the proposed sublease or assignment shall comply with the applicable provisions of this Article and be reasonably acceptable to Landlord;

(f) The number of occupants in the Premises (including Tenant, subtenants and Landlord or Landlord’s designee) shall not exceed two (2); and

(g) Tenant shall not have (i) advertised or publicized in any way the availability of the Premises without prior written notice to Landlord, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, or (ii) listed the Premises for subletting or assignment with a broker, agent or representative at a rental rate less than the greater of (1) the Fixed Rent and Escalation Rent then payable under this Lease for such space, or (2) the Fixed Rent and Escalation Rent at which Landlord is then offering to lease other comparable space in the Building, provided, however, the foregoing shall not be construed as prohibiting Tenant from consummating an assignment or sublease on any terms acceptable to it.

(B) If Landlord fails to notify Tenant that Landlord does not give its consent and set forth the reasons for the denial of consent within thirty (30) days following Landlord’s receipt of an executed sublease or assignment, as the case may be, together with all information regarding the proposed assignee or sublessee required to be furnished to Landlord pursuant to the provisions of this Section 12.10, then Landlord’s consent shall be deemed given.

(C) Except for any subletting by Tenant to Landlord pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Not with standing a subletting by Tenant to any subtenant other than Landlord and/or acceptance of Fixed Rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Rental due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any assignee, subtenant or other occupant permitted hereunder or anyone claiming under or through any assignee, subtenant or other occupant permitted hereunder which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such assignment or subletting, no other and further assignment or subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by any brokers with whom Tenant dealt claiming a commission or similar compensation in connection with the proposed assignment or sublease.

Section 12.11 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed:

(a) No subletting shall be for a term ending later than one (1) day prior to the I Expiration Date as the same may be extended;

(b) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord and consented to by it;

(c) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one (1) month’s rent, unless Landlord shall have consented to same; and

(d) The failure by Landlord to exercise its option under Section 12.6 with respect to any subletting shall not be deemed a waiver of such option with respect to any extension of such subletting not specifically provided for in the sublease or any subsequent subletting of the Premises affected thereby.

Section 12.12 (A) Subject to the provisions of this Section 12.12, in connection with any subletting of all or any portion of the Premises by Tenant, Tenant shall pay to Landlord an amount equal to fifty percent (50%) of any Sublease Profit derived therefrom less Sublease Expenses, provided, however, that in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any subletting of the Recapture Space by Landlord or its designee to a subtenant. All sums payable hereunder by Tenant shall be paid to Landlord, as additional rent, within ten (10) days after receipt thereof by Tenant.

(B) For purposes of this Lease:

(1) “ Rent Per Square Foot ” shall mean the sum of the then Fixed Rent and Escalation Rent divided by the Space Factor.

(2) “ Sublease Profit ” shall mean the product of (x) the Sublease Rent Per Square Foot less the Rent Per Square Foot, and (y) the number of rentable square feet constituting the portion of the Premises sublet by Tenant.

(3) “ Sublease Rent ” shall mean any rent or other consideration paid to Tenant directly or indirectly by any subtenant or any other amount received by Tenant from or in connection with any subletting (including, but not limited to, sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant’s Property or sums paid in connection with the supply of electricity or VAC).

(4) “ Sublease Expenses ” shall mean: (i) in the event of a sale of Tenant’s Property, the then unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, (ii) the reasonable out-of-pocket costs and expenses of Tenant in making such sublease, such as brokers’ fees, attorneys’ fees, and advertising fees paid to unrelated third parties, (iii) any sums paid to Landlord pursuant to Section 12.2(B) hereof, and (iv) the cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing that portion of the Premises for such subtenancy.

(5) “ Sublease Rent Per Square Foot ” shall mean the Sublease Rent divided by the rentable square feet of the space demised under the sublease in question.

(6) Sublease Profit shall be recalculated from time to time to reflect any corrections in the prior calculation thereof due to (i) subsequent payments received or made by Tenant, (ii) the final

adjustment of payments to be made by or to Tenant, and (iii) mistake. Promptly after receipt or final adjustment of any such payments or discovery of any such mistake, Tenant shall submit to Landlord a recalculation of the Sublease Profit, and an adjustment shall be made between Landlord and Tenant, on account of prior payments made or credits received pursuant to this Section 12.12.

(C) Tenant shall pay to Landlord, upon receipt thereof, fifty percent (50%) of the Assignment Proceeds. For purposes of this Paragraph (C), “ Assignment Proceeds ” shall mean all consideration payable to Tenant, directly or indirectly, by any assignee, or any other amount received by Tenant from or in connection with any assignment (including, but not limited to, sums paid for the sale or rental, or consideration received on account of any contribution, of Tenant’s Property) after deducting therefrom: (i) in the event f a sale (or contribution) of Tenant’s Property, the then unamortized or undepreciated cost hereof determined on the basis of Tenant’s federal income tax returns, (ii) the reasonable out-of-pocket costs and expenses of Tenant in making such assignment, such as brokers’ fees, attorneys’ fees, and advertising fees paid to unrelated third parties, (iii) any payments required to be made by 44 Tenant in connection with the assignment of its interest in this Lease pursuant to Article 3 1-B of the Tax Law of the State of New York or any real property transfer tax of the United States or the City or State of New York (other than any income tax), (iv) any sums paid by Tenant to Landlord pursuant to Section 12.2(B) hereof, and (v) the cost of improvements or alterations made by Tenant expressly and solely for the purpose of preparing the Premises for such assignment, as determined by Tenant’s federal income tax returns. If the consideration paid to Tenant for any assignment shall be paid in installments, then the expenses specified in this Paragraph (C) shall be amortized over the period during which such installments shall be payable. If Landlord exercises its right to take an assignment of or cancel this Lease pursuant to the provisions of Section 12.6 hereof, in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any lease or sublease of the Premises by Landlord or further assignment of this Lease.

ARTICLE 13

ELECTRICITY

Section 13.1 Tenant shall at all times comply with the rules, regulations, terms and conditions applicable to service, equipment, wiring and requirements of the public utility supplying electricity to the Premises. Tenant shall, within thirty (30) days after the execution hereof, advise Landlord of its electrical requirements in reasonable detail. The risers serving the Premises shall be capable of supplying and shall supply six (6) watts at 4801277 volts of electricity per gross square foot of the Premises (as set forth in the New York City Building Code, exclusive of the base Building Systems in the Premises), and Tenant shall not use any electrical equipment which, in Landlord’s reasonable judgment, would exceed such capacity or interfere with the electrical service to other tenants of the Building. In the event that, in Landlord’s sole judgment, Tenant’s electrical requirements necessitate installation of an additional riser, risers or other proper and necessary equipment, Landlord shall so notify Tenant of same. Within five (5) Business Days after receipt of such notice, Tenant shall either cease such use of such additional electricity or shall request that additional electricity capacity (specifying the amount requested) be made available to Tenant. Landlord, in Landlord’s sole judgment, shall determine whether to make available such additional electricity capacity to Tenant and the amount of such additional electricity capacity to be made available, if any. If Landlord shall agree to make available additional electrical capacity and the same necessitates installation of an additional riser, risers or other proper and necessary equipment, including, without limitation, any switchgear, the same shall be installed by Landlord. Any such installation shall be made at Tenant’s sole cost and expense, and shall be chargeable and collectible as additional rent and paid within ten (10) days after the rendition of a bill to Tenant therefore. Landlord shall not be liable in any way to

Tenant for any failure or defect in the supply or character of electric service furnished to the Premises by reason of any requirement, act or omission of the utility serving the Building or for any other reason not attributable to the gross negligence of Landlord, whether electricity is provided by public or private utility or by any electricity generation system owned and operated by Landlord.

Section 13.2 (A) If the Premises (or any portion thereof) is comprised of one or more entire floors, then Tenant’s electrical consumption on each such entire floor shall be obtained from the public utility company furnishing electricity to the Building. Tenant shall make all arrangements for electric service with and shall pay all charges therefore (including, without limitation, electricity required to operate the floor air handling unit serving the Premises) directly to the public utility as and when same become due and payable.

(B) With respect to any portion of the Premises comprised of less than an entire floor, electricity shall be supplied by Landlord to the Premises and Tenant shall pay to Landlord, as additional rent for such service, the amounts (the “ Electricity Additional Rent ”) as determined by a meter or submeter for the purposes of measuring such consumption at charges, terms and rates set from time to time during the Term by the public utility corporation serving the Building under the service classification in effect pursuant to which Landlord purchases electricity for the Building (“ Landlord’s Rate Schedule ”), plus an amount equal to eight percent (8%) of the charge therefore as Landlord’s administrative charge for overhead, supervision and meter reading and maintenance.

(C) Where more than one meter measures the electricity supplied to the Premises, the electricity rendered through each meter shall be totalized and read as one meter and billed in accordance with the provisions hereinabove set forth. Bills for the Electricity Additional Rent shall be rendered to Tenant at such time as Landlord may elect, and Tenant shall pay the amount shown thereon to Landlord within ten (10) days after receipt of such bill.

Section 13.3 If any portion of the Premises comprises less than an entire floor, then Tenant shall also pay, in addition to the amounts payable pursuant to Subsection 13.2(B), Tenant’s Floor Share of all charges for electricity required to operate the air handling unit, hot water heater and operate and light the common areas on the floor in question.

Section 13.4 If Landlord shall be required or elect to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant and Tenant shall not be obligated to pay the Electricity Additional Rent. Landlord shall not elect to discontinue furnishing electricity to Tenant unless it concurrently elects to discontinue furnishing electricity to seventy-five percent (75%) or more of the other tenants in the Building. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall use diligent efforts to obtain electric energy directly from the public utility furnishing electric service to the Building. The costs of such service shall be paid by Tenant directly to such public utility. Such electricity may be furnished to Tenant by means of the existing electrical facilities serving the Premises, at no charge, to the extent the same are available, suitable and safe for such purposes as determined by Landlord. All meters and all additional panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electricity shall be installed by Landlord at Tenant’s expense. Landlord shall furnish Tenant with invoices in reasonable detail, evidencing the costs to be paid by Tenant pursuant to the preceding sentence. Provided Tenant shall use and continue to use diligent efforts to obtain electric energy directly from the public utility, Landlord, to the extent permitted by applicable Requirements, shall not discontinue furnishing electricity to the Premises until such installations have been made and Tenant shall be able to obtain electricity directly from the public utility.

ARTICLE 14

ACCESS TO PREMISES

Section 14.1 (A) Tenant shall permit Landlord, Landlord’s agents, representatives, contractors and employees and public utilities servicing the Building to erect, use and maintain, concealed ducts, pipes and conduits in and through the Premises. Landlord, Landlord’s agents, representatives, contractors, and employees and the agents, representatives, contractors, and employees of public utilities servicing the Building shall have the right to enter the Premises at all reasonable times upon reasonable prior notice (except in the case of an emergency in which event Landlord and Landlord’s agents, representatives, contractors, and employees may enter without prior notice to Tenant, provided that Landlord shall nevertheless endeavor to give such notice which may be reasonable under the circumstances), which notice may be oral, to examine the same, to show them to prospective purchasers, or prospective or existing Mortgagees or Lessors, and to make such repairs, alterations, improvements, additions or restorations (i) as Landlord may deem necessary or desirable to the Premises (if in compliance with a Requirement or to fulfill an obligation to Tenant) or to any other portion of the Building or Building Systems, or (ii) which Landlord may, pursuant to Section 4.1 above, elect to perform following ten (10) days after notice, except in the case of an emergency (in which event Landlord and Landlord’s agents, representatives, contractors, and employees may enter without prior notice to Tenant), following Tenant’s failure to make repairs or perform any work which Tenant is obligated to make or perform under this Lease, or (iii) for the purpose of complying with any Requirements, a Superior Lease or a Mortgage, and Landlord shall be allowed to take all material into and upon the Premises that may be required therefore without the same constituting an eviction or constructive eviction of Tenant in whole or in part and the Fixed Rent (and any other item of Rental) shall under no circumstances abate (except to the extent expressly set forth in Section 10.1 hereof) while said repairs, alterations, improvements, additions or restorations are being made, by reason of loss or interruption of business of Tenant, or otherwise.

(B) Any work performed or installations made pursuant to this Article 14 shall be made with reasonable diligence and otherwise pursuant to the provisions of Section 4.3 hereof and shall be performed in a manner to minimize interference with Tenant’s business (but Landlord shall have no obligation to perform such work on an overtime basis). Following completion of the work or installations, Landlord shall promptly repair any damage to the Premises resulting there from.

(C) Except as hereinafter provided, any pipes, ducts, or conduits installed in or through the Premises pursuant to this Article 14 shall be concealed behind, beneath or within partitioning, column enclosures, ceilings, floors or raised floors located or to be located in the Premises. Notwithstanding the foregoing, any such pipes, ducts, or conduits may be furred at points immediately adjacent to partitioning columns or ceilings located or to be located in the Premises, provided that the same are completely furred and that the installation of such pipes, ducts, or conduits, when completed, shall not reduce the usable area of the Premises beyond a de minimis amount.

Section 14.2 During the fifteen (15) month period prior to the Expiration Date or the expiration of any renewal or extended term, Landlord may exhibit the Premises to prospective tenants thereof upon reasonable advance notice (which may be oral) to Tenant. Tenant may accompany Landlord and the prospective tenant if it chooses to do so.

Section 14.3 If Tenant shall not be present when for any reason entry into the Premises shall be necessary or permissible, Landlord or Landlord’s agents, representatives, contractors or employees may enter the same without rendering Landlord or such agents liable therefore if during such entry

Landlord or Landlord’s agents shall accord reasonable care under the circumstances to Tenant’s Property, and without in any manner affecting this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Building or any part thereof, other than as herein provided.

Section 14.4 Landlord also shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefore, to change the arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known, provided any such change does not (a) unreasonably reduce, interfere with or deprive Tenant of access to the Building or the Premises, or (b) reduce the rentable area (except by a de minimis amount) of the Premises. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises (subject to the provisions of this Article 14) for the purposes of operation, maintenance, alteration and repair.

Section 14.5 (A) Tenant understands and agrees that Landlord may, at any time or from time to time during the Term, perform substantial renovation work in and to the Building or the mechanical systems serving the Building (which work may include, but need not be limited to, the repair or replacement of the Building’s exterior facade, setbacks, exterior window glass, elevators, electrical systems, air conditioning and ventilating systems, plumbing system, common hallways, or lobby), any of which work may require access to the same from within the Premises.

(B) Tenant agrees that:

(i) Landlord shall have access to the Premises at all reasonable times, upon reasonable notice, for the purpose of performing such work.

(ii) Landlord shall incur no liability to Tenant, nor shall Tenant be entitled to any abatement of Rental on account of any noise, vibration, or other disturbance to Tenant’s business at the Premises (provided that Tenant is not denied access to the Premises) which shall arise out of said access by Landlord or by the performance by Landlord of the aforesaid renovations at the Building.

(C) Landlord shall use reasonable efforts (which shall not include any obligation to employ labor at overtime rates except to avoid material interference with Tenant’s use of the Premises) to avoid disruption of Tenant’s business during any such entry upon the Premises by Landlord.

(D) It is expressly understood and agreed by and between Landlord and Tenant that if Tenant shall commence any action or proceeding seeking injunctive, declaratory, or monetary relief in connection with the rights reserved to Landlord under this provision, or if Landlord shall commence any action or proceeding to obtain access to the Premises in accordance with this provision, then the reasonable legal fees, costs and disbursements incurred by the prevailing party relating to or arising out of such action or proceeding shall be paid by the other party. Any payment to be made by Tenant to Landlord pursuant to this provision shall be deemed additional rent.

ARTICLE 15

CERTIFICATE OF OCCUPANCY

Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, shall immediately discontinue such use of the Premises.

ARTICLE 16

DEFAULT

Section 16.1 Each of the following events shall be an “ Event of Default ” hereunder:

(A) If Tenant shall default in the payment when due of any installment of Fixed Rent and such default shall continue for ten (10) days after notice of such default is given to Tenant, or in the payment when due of any other item of Rental and such default shall continue for ten (10) days after notice of such default is given to Tenant, except that if Landlord shall have given two (2) such notices in any twelve (12) month period, Tenant shall not be entitled to any further notice of its delinquency in the payment of Rental until such time as twelve (12) consecutive months shall have elapsed without Tenant having defaulted in any such payment; or

(B) if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant’s part to be observed or performed under any other lease with Landlord or Landlord’s predecessor in interest of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or

(C) if the Premises shall become abandoned (the Premises shall not be deemed abandoned if, notwithstanding that Tenant shall have vacated the Premises, the Premises are actively and continuously marketed for subletting or assignment and Tenant shall continue to fulfill its obligations under this Lease); or

(D) if Tenant’s interest or any portion thereof in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 12 hereof; or

(E) (1) if Tenant shall commence or institute any case, proceeding or other action (a) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (b) seeking appointment of a receiver, trustee, .custodian or other similar official for it or for all or any substantial part of its property and same is not discontinued within thirty (30) days; or

(2) if Tenant shall make a general assignment for the benefit of creditors; or

(3) if any case, proceeding or other action shall be commenced or instituted against Tenant (a) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (b) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which in either of such cases (i) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect or (ii) remains undismissed for a period of ninety (90) days; or

(4) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant which appointment is not vacated or stayed within thirty (30) Business Days; or

(F) if Tenant shall default in the observance or performance of any other term, covenant or condition of this Lease on Tenant’s part to be observed or performed and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot with due diligence be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or

(G) if Tenant shall fail to pay any installment of Fixed Rent or items of Rental within the time period specified in Section (A) above, and Landlord shall bring more than one (1) summary dispossess proceeding during any twelve (12) month period.

Section 16.2 (A) If an Event of Default (i) described in Section 16.1 (E) hereof shall occur, or (ii) described in Sections 16.1(A), (B), (C), (D), (F) or (G) shall occur and Landlord, at any time thereafter, at its option gives written notice to Tenant stating that this Lease and the Term shall expire and terminate on the date specified in such notice (which date shall not be less than five (5) days after the date of such notice), then this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as if the date on which the Event of Default described in clause (i) above occurred or the date set forth in such notice, pursuant to clause (ii) above, as the case may be, were the Fixed Expiration Date and Tenant immediately shall quit and surrender the Premises, but Tenant shall nonetheless be liable for all of its obligations hereunder, as provided for in Articles 17 and 18 hereof. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 16.1(E) hereof, or by federal or state statute, then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefore by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease as provided in Section 12.3(B), Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on five (5) days’ notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration of said five (5) day period this Lease shall cease and expire as aforesaid and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Premises as aforesaid.

(B) If an Event of Default described in Section 16.1(A) hereof shall occur, and this Lease shall be terminated as provided in Section 16.2(A) hereof, Landlord, without notice, may reenter and repossess the Premises and may dispossess Tenant by summary proceedings or otherwise.

Section 16.3 If at any time, (i) Tenant shall comprise two (2) or more persons, or (ii) Tenant’s obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in Section 16.1(E), shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the tendency of any proceeding of the types referred to in Section 16,1(E) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Rental or a waiver on the part of Landlord of any rights under Section 16.2.

ARTICLE 17

REMEDIES AND DAMAGES

Section 17.1 (A) If there shall occur any Event of Default, and this Lease and the Term shall expire and come to an end as provided in Article 16 hereof:

(1) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, (without being liable to indictment, prosecution or damages therefore), and may repossess the Premises and dispossess Tenant and any other persons from the Premises and remove any and all of their property and effects from the Premises; and

(2) Landlord, at Landlord’s option, may relent the whole or any portion or portions of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(B) Tenant hereby waives the service of any notice of intention to reenter to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Premises, or to reenter or repossess the Premises, or to restore the operation of this Lease, after (a) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (b) any re-entry by Landlord, or (c) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,” “re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this

Lease, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The right to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 17.2 (A) If this Lease and the Term shall expire and come to an end as provided in Article 16 hereof, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1, or by or under any summary proceeding or any other action or proceeding, then, in any of said events:

(1) Tenant shall pay to Landlord all Fixed Rent, Escalation Rent and other items of Rental payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be, given to Tenant and brokerage commissions paid by Landlord with respect to this Lease;

(2) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (referred to as “ Deficiency ”) between the Rental for the period which otherwise would have constituted the unexpired portion of the Term had this Lease not been terminated prior to the Fixed Expiration Date, and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of clause (2) of Section 17.1 (A) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and with such reletting, including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs, contribution to work and other expenses of preparing the Premises for such reletting); any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of Fixed Rent, Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(3) whether or not Landlord shall have collected any monthly Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as and for liquidated and agreed final damages, a sum equal to the amount by which the Rental for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Premises for the same period, both discounted to present worth at the Base Rate less the aggregate amount of Deficiencies theretofore collected by Landlord pursuant to the provisions of clause (A) (2) of this Section 17.2 for the same period; if, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie , to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(B) If the Premises, or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section 17.2. Tenant shall in no event be entitled to any rents collected or payable under any reletting, 1 whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Solely for the purposes of this Article 17, the term “ Escalation Rent ” as used in Section 17.2(A) shall mean the Escalation Rent in effect immediately prior to the Expiration Date, or the date of reentry upon the Premises by Landlord, as the case may be, adjusted to reflect any increase

pursuant to the provisions of Article 27 hereof for the Operating Year immediately preceding such event. Nothing contained in Article 16 hereof or this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

ARTICLE 18

LANDLORD FEES AND EXPENSES

Section 18.1 If Tenant shall be in default and such default shall continue for 15 days after notice and Tenant is not then in the process of curing, or such shorter notice, if any, that may be appropriate in an emergency under this Lease or if Tenant shall knowingly do or permit to be done any act or thing upon the Premises which would cause Landlord to be in default under any Superior Lease or Mortgage, Landlord may (1) as provided in Section 14.1 hereof, perform the same for the account of Tenant, or (2) make any expenditure or incur any obligation for the payment of money, including, without limitation, reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding, and the reasonable cost thereof, with interest thereon at the Applicable Rate, shall be deemed to be additional rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefore, and if the Term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Landlord as damages. Landlord shall give Tenant such notice as may be appropriate under the circumstances before undertaking any performance or making any expenditure hereunder.

Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent, Escalation Rent or any other item of Rental within five (5) Business Days of the date when due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent, Escalation Rent or other item of Rental, as the case may be, as a late charge and as additional rent, a sum equal to interest at the Applicable Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment.

ARTICLE 19

NO REPRESENTATIONS BY LANDLORD

Landlord and Landlord’s agents and representatives have made no representations or promises with respect to the Building, the Real Property or the Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. Except as otherwise set forth herein, Tenant shall accept possession of the Premises in the condition which shall exist on the commencement Date “as is” (subject to the provisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant’s occupancy. Landlord represents that the Premises contain no asbestos containing materials (“ ACM ”) required to be removed pursuant to any Requirement. If any ACM is discovered within the Premises, other than any ACM used, stored, released, handled, produced or installed in, on or from the Premises by Tenant or any of its employees, agents, subtenants, contractors, licensees or invitees required to be removed in connection with the performance of any Alteration, same will be removed by Landlord at its sole cost and expense. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

ARTICLE 20

END OF TERM

Upon the expiration or other termination of this Lease, Tenant shall quit and surrender to Landlord the Premises, vacant, broom clean, in good order and condition, ordinary wear and tear, damage by fire or other casualty and other damage for which Tenant is not responsible under the terms of this Lease excepted, and otherwise in compliance with the provisions of Article 3 hereof. Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20 with respect to the originally stated Expiration Date. Tenant acknowledges that possession of the Premises must be surrendered to Landlord on the Expiration Date. Tenant agrees to indemnify and save Landlord harmless from and against all claims, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and disbursements) resulting from delay by Tenant in so surrendering the Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be extremely substantial, will exceed the amount of the monthly installments of the Fixed Rent and Escalation Rent theretofore payable hereunder, and will be impossible to measure accurately. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord on or before the Expiration Date, in addition to any other rights or remedies Landlord may have hereunder or at law, and without in any manner limiting Landlord’s right to demonstrate and collect any damages suffered by Landlord and arising from Tenant’s failure to surrender the Premises as provided herein, Tenant shall pay to Landlord on account of use and occupancy of the Premises for each month and for each portion of any month during which Tenant holds over in the Premises after the Expiration Date, a sum equal to two (2) times the aggregate of that portion of the Fixed Rent, Escalation Rent and other items of Rental which were payable under this Lease during the last month of the Term. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises without written consent after the Expiration Date or to limit in any manner Landlord’s right to regain possession of the Premises through summary proceedings, or otherwise, and no acceptance by Landlord of payments from Tenant after the Expiration Date shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. The provisions of this Article 20 shall survive the Expiration Date.

ARTICLE 21

QUIET ENJOYMENT

Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease.

ARTICLE 22

OMITTED

ARTICLE 23

NO WAIVER

Section 23.1 No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to acct such surrender shall be valid unless in writing signed by Landlord. No employee of Landlord or Landlord’s agents shall have any power to accept the keys to the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. In the event Tenant at any time desires to have Landlord sublet the Premises for Tenant’s account, Landlord or Landlord’s agents are authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease, and Tenant hereby relieves Landlord of any liability for loss of or damage to any of Tenant’s effects in connection with such subletting.

Section 23.2 The failure of Landlord or Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation of the provisions of this Lease, from having all of the force and effect of an original violation of the provisions of this Lease. The receipt by Landlord or payment by Tenant of Fixed Rent, Escalation Rent or any other item of Rental with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant, unless such waiver be in writing signed by the party to be charged. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or other item of Rental herein stipulated shall be deemed to be other than on account of the earliest stipulated Fixed Rent or other item of Rental, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Fixed Rent or other item of Rental be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Fixed Rent or other item of Rental or to pursue any other remedy provided in this Lease. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged herein. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

ARTICLE 24

WAIVER OF TRIAL BY JURY

The respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding (unless failure to impose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may have been or will be brought in any other court by Tenant.

ARTICLE 25

INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay Rental hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no wise be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord, or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations, or is unable to supply, or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes, lockouts, acts of labor unions or other labor troubles, or by accident, or due to Acts of God, fire, earthquake, flood, explosion, action of the elements, war, hostilities, invasion, acts of terrorism, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials, services or supplies in the open market, failure of transportation or utilities, condemnation, requisition, laws, preemption by Governmental Authorities in connection with a national emergency or acts of terrorism, or by reason of any Requirements of any Governmental Authority, or by reason of failure of the VAC, electrical, plumbing, or other Building Systems in the Building not attributable to Landlord’s negligence, or by any cause whatsoever beyond Landlord’s reasonable control (collectively, “ Unavoidable Delays ” or “ Force Majeure ”).

ARTICLE 26

BILLS AND NOTICES

Except as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications given or required to be given under this Lease shall be in writing and shall be deemed sufficiently given or rendered if delivered by hand (against a signed receipt) or if sent by registered or certified mail or overnight courier (e.g. Federal Express) (return receipt requested) addressed:

(i) if to Tenant (a) at Tenant’s address set forth in this Lease, Attn.: Richard Adamson, Exec. V.P. and C.O.O. with copies to Learning Tree International, Inc., 6053 W. Century Blvd., Los Angeles, CA 90045 Attn: Mary C. Adams, V.P. Administration or (b) at any place where Tenant or any agent or partner of Tenant may be found if mailed subsequent to Tenant’s vacating, deserting, abandoning or surrendering the Premises; and

(ii) if to Landlord at Landlord’s address set forth in this Lease, Attn.: Nancy Nemiroff, with copies to and (i) Davis & Gilbert, 1740 Broadway, New York, NY 10019, Attn: Gerald R. Uram, Esq.; (ii) each Mortgagee and Lessor which shall have requested same, by notice given in accordance with the provisions of this Article 26 at the address designated by such Mortgagee or Lessor, or to such other or additional address(es) as Landlord, Tenant or any Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given to the other in accordance with the provisions of this Article 26. Any such bill, statement, consent, notice, demand, request or other communication shall be deemed to have been rendered or given on the date when it shall have been hand delivered against a signed receipt or three (3) Business Days from when it shall have been mailed or on the next Business Day if sent by overnight courier as provided in this Article 26. Anything contained herein to the contrary notwithstanding, any Operating Statement, Tax Statement or any other bill, statement, consent, notice, demand, request or other communication from Landlord to Tenant with respect to any item of Rental

(other than any “default notice” if required hereunder) or Building-wide communications given to all tenants or other occupants of the Building may be sent to Tenant by regular United States mail or hand delivered without obtaining a receipt therefore. Any notice, demand or request sent by Landlord to Tenant may be sent by Landlord’s managing agent or attorneys.

ARTICLE 27

ESCALATION

Section 27.1 For the purposes of this Article 27, the following terms shall have the meanings set forth below:

(A) “ Base Operating Expenses ” shall mean the Operating Expenses for the Base Operating Year.

(B) “ Base Operating Year ” shall mean the calendar year ending December 3 1, 1997.

(D) (1) “ Operating Expenses ” shall mean the aggregate of those costs and expenses (and taxes, if any, thereon, including without limitation, sales and value added taxes) paid or incurred by or on behalf of Landlord (whether directly or through independent contractors) in respect of the Operation of the Property which, are properly chargeable to the Operation of the Property together with and including (without limitation) the costs of gas, oil, steam, water, sewer rental, electricity (for the portions of the Real Property not leased to and occupied by tenants or available for occupancy), VAC, heat and other utilities furnished to the Building and utility taxes, and the expenses incurred in connection with the Operation of the Property such as insurance premiums, reasonable attorneys’ fees and disbursements (exclusive of any such fees and disbursements incurred in applying for any reduction of Taxes) and management, auditing and other professional fees and expenses, but specifically excluding:

(i) Taxes,

(ii) franchise or income taxes imposed upon Landlord,

(iii) debt service on Mortgages,

(iv) leasing commissions and advertising expenses related to leasing,

(v) capital improvements (except as otherwise provided herein),

(vi) the cost of electrical energy furnished directly to Tenant and other tenants of the Building and all other space available for leasing whether or not leased,

(vii) the cost of tenant installations incurred in connection with preparing space for a new tenant,

(viii) salaries of personnel above the grade of property manager and such property manager’s supervisor,

(ix) rent paid under Superior Leases,

(x) any expense for which Landlord is otherwise compensated through the proceeds of insurance or would be compensated if Landlord carried insurance in conformity with Section 9.5 above or is otherwise compensated by any third party or tenant (including Tenant) of the Building,

(xi) expenses for services or work furnished to other tenants in excess of the services or work Landlord is obligated to furnish to Tenant at no additional charge (and for purposes of this item (xi), payment for work or services pursuant to this Article 27 shall not be considered as an additional charge),

(xii) legal fees incurred in connection with any negotiation and/or enforcement of, any space lease in the Building,

(xiii) costs and expenses incurred in connection with the creation of a Mortgage or Superior Lease or in connection with the refinancing of a Mortgage or the sale of the Building,

(xiv) amounts incurred in connection with the Building installing, operating and/or maintaining any specialty use such as a health club, garage, restaurant, newsstand or the like, unless Tenant otherwise agrees,

(xv) amounts paid to Affiliates of Landlord to the extent such amounts are in excess of amounts that would have been paid at commercially reasonable rates absent such relationship; and

(xvi) amounts incurred in connection with any withdrawal, liability or unfunded pension liability with respect to any pension plan,

except, however, that if Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which reasonably would have been incurred during such period (including the Base Operating Year) by Landlord if it had at its own expense furnished such work or services to such tenant. Any costs incurred in performing work or furnishing services for any tenant (including Tenant) whether at such tenant’s or Landlord’s expense, to the extent that such work or service is in excess of any work or service that Landlord is obligated to furnish to Tenant at Landlord’s expense shall be deducted from Operating Expenses otherwise chargeable to the Operation of the Property. Any insurance proceeds received with respect to any item previously included as an Operating Expense shall be deducted from Operating Expenses for the Operating Year in which such proceeds are received; provided, however, to the extent any insurance Proceeds are received by Landlord in any Operating Year with respect to any item which was included in Operating Expenses during the Base Operating Year, the amount of insurance proceeds so received shall be deducted from Base Operating Expenses and (x) the Base Operating Expenses shall be retroactively adjusted to reflect such deduction and (y) all retroactive Operating Payments resulting from such retroactive adjustment shall be due and payable when billed by Landlord.

(2) In determining the amount of Operating Expenses for any Operating Year, if less than all of the Building rentable area shall have been occupied by tenant(s) at any time during any such Operating Year, Operating Expenses shall be determined for such Operating Year to be an amount equal to the like expenses which would normally be expected to be incurred had all such areas been occupied throughout such Operating Year.

(3) (a) If any capital improvement is made during any Operating Year in compliance with a Requirement enacted after the Commencement Date whether or not such Requirement is valid or mandatory, or in lieu of a repair, then the cost of such improvement shall be amortized over the useful economic life of such improvement as reasonably estimated by Landlord, and the annual amortization, together with interest thereon at the then Base Rate, of such improvement shall be deemed an Operating Expense in each of the Operating Years during which such cost of the improvement is amortized.

(b) If any capital improvement is made during any Operating Year either for the purpose of saving or reducing Operating Expenses (as, for example, a labor-saving improvement), and Landlord reasonably believes that the capital improvement in question will, in fact, save or reduce Operating Expenses, then the cost of such improvement shall be included in Operating Expenses for the Operating Year in which such improvement was made; provided, however, such cost shall be amortized over such period of time as Landlord reasonably estimates such savings or reduction in Operating Expenses will equal the cost of such improvement and the annual amortization, together with interest thereon at the then Base Rate, of such improvement shall be deemed an Operating Expense in each of the Operating Years during which such cost of the improvement is amortized.

(E) “ Operating Statement ” shall mean a statement in reasonable detail setting forth a comparison of the Operating Expenses for an Operating Year with the Base Operating Expenses and the Escalation Rent for the preceding Operating Year pursuant to Article 27.

(F) “ Operating Year ” shall mean the calendar year within which the Commencement Date occurs and each subsequent calendar year for any part or all of which Escalation Rent shall be payable pursuant to this Article 27.

(G) “ Taxes ” shall mean the aggregate amount of real estate taxes and any general or special assessments (exclusive of penalties and interest thereon) imposed upon the Real Property (including, without limitation, (i) assessments made upon or with respect to any “air” and “development” rights now or hereafter appurtenant to or affecting the Real Property, (ii) any fee, tax or charge imposed by any Governmental Authority for any vaults, vault space or other space within or outside the boundaries of the Real Property, unless rented, and (iii) any taxes or assessments levied after the date of this Lease in whole or in part for public benefits to the Real Property or the Building) without taking into account any discount that Landlord may receive by virtue of any early payment of Taxes; provided, that if because of any change in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon Landlord or the owner of the Real Property or the Building, or the occupancy, rents or income therefrom, in substitution for or in lieu of any of the foregoing Taxes, such other tax or assessment shall be deemed part of Taxes computed as if Landlord’s sole asset were the Real Property. With respect to any Tax Year, all expenses, including attorneys’ fees and disbursements, experts’ and other witnesses’ fees, incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall be considered as part of the Taxes for such Tax Year. Anything contained herein to the contrary notwithstanding, Taxes shall not be deemed to include (w) any taxes on Landlord’s income, (x) franchise taxes, (y) estate or inheritance taxes, or (z) any similar taxes imposed on

Landlord, unless such taxes are levied, assessed or imposed in lieu of or as a substitute for or in lieu of the whole or any part of the taxes, assessments, levies, impositions which now constitute Taxes.

(H) “ Tax Statement ” shall mean a statement in reasonable detail setting forth a comparison of the Taxes for a Tax Year with the Base Taxes.

(I) “ Tax Year ” shall mean the period July 1 through June 30 (or such other period as hereinafter may be duly adopted by the Governmental Authority then imposing taxes as its fiscal year for real estate tax purposes), any portion of which occurs during the Term.

Section 27.2 (A) If the Taxes payable for any Tax Year (any part or all of which falls within the Term) shall represent an increase above the Base Taxes, then Tenant shall pay as additional rent for such Tax Year and continuing thereafter until a new Tax Statement is rendered to Tenant, Tenant’s Share of such increase (the “ Tax Payment ”) as shown on the Tax Statement with respect to such Tax Year. Tenant hereby waives any rights that Tenant may have to be exempt from the payment of Taxes or the Tax Payment by virtue of diplomatic status or otherwise.

(B) At any time during or after the Term, Landlord may render to Tenant a Tax Statement or Tax Statements showing (i) a comparison of the Taxes for the Tax Year with the Base Taxes and (ii) the amount of the Tax Payment resulting from such comparison. Tenant shall pay Tenant’s Share of Taxes to Landlord in the same number of installments that Landlord pays Taxes to the applicable Governmental Authority, with each installment of the applicable Tax payment being due ten (10) days after Landlord bills Tenant for the installment in question, or thirty (30) days before Landlord’s Tax Payment is due, whichever occurs later. Notwithstanding the foregoing, if and for so long as Landlord shall be required to pay monthly or bi-monthly deposits to any unaffiliated Mortgagee or Lessor, on account of Taxes, then Tenant shall pay to Landlord at least fifteen (15) days before the date upon which each deposit is due, Tenant’s Share of each such deposit, but only to the extent that the deposit on an annualized basis is in excess of the Base Taxes. If the Tax Year established by the applicable Governmental Authority shall be changed, any Taxes for the Tax Year prior to such change which are included within the new Tax Year and which were the subject of a prior Tax Statement shall be apportioned for the purpose of calculating the Tax Payment payable with respect to such new Tax Year. Landlord’s failure to render a Tax Statement during or with respect to any Tax Year shall not prejudice Landlord’s right to render a Tax Statement during or with respect to any subsequent Tax Year, and shall not eliminate or reduce Tenant’s obligation to make Tax Payments for such Tax Year. Whenever so requested, but no more than once a year, Landlord shall furnish Tenant with a reproduced copy of the tax bill (or receipted bill) for the Taxes for the current or next succeeding Tax Year (if theretofore issued by the Governmental Authority).

Section 27.3 (A) Only Landlord shall be eligible to institute tax reduction or other similar proceedings. In the event that after a Tax Statement has been sent to Tenant, a refund of Taxes with respect to a Tax Year during the Term is actually received by or on behalf of Landlord, then, promptly after receipt of such refund, Landlord shall send Tenant a Tax Statement adjusting the Taxes for such Tax Year (taking into account the expenses mentioned in Section 27.1(G) hereof) and setting forth Tenant’s Share of such refund and Tenant shall be entitled to receive such Share either at Landlord’s option, by way of a credit against the Fixed Rent next becoming due after the sending of such Tax Statement, or by a refund, to the extent no further Fixed Rent is due; provided, however, that Tenant’s Share of such refund shall be limited to the portion of the Tax Payment, if any, which Tenant had theretofore paid to Landlord attributable to increases in Taxes for the Tax Year to which the refund is applicable. If it is conclusively determined that Landlord has wrongfully failed to credit or refund Tenant’s Share of such refund, then Tenant may offset Tenant’s Share of such refund wrongfully not paid or credited against the next due installment or installments of Fixed Rent.

(B) In the event that, after a Tax Statement has been sent to Tenant, the Base Taxes are reduced (as a result of settlement, final determination of legal proceedings or otherwise) then, and in such event: (i) the Base Taxes shall be retroactively adjusted to reflect such reduction, and (ii) all retroactive Tax Payments resulting from such retroactive adjustment shall be due and payable when billed by Landlord. Landlord promptly shall send to Tenant a statement setting forth the basis for such retroactive adjustment and Tax Payments.

Section 27.4 (A) If the Operating Expenses for any Operating Year (any part or all of which falls within the Term shall be greater than the Base Operating Expenses, then Tenant shall pay as additional rent for such Operating Year and continuing thereafter until a new Operating Statement is rendered to Tenant, Tenant’s Share of such increase (the “ Operating Payment ”) as hereinafter provided.

(B) At any time during or after the Term, Landlord may render to Tenant an Operating Statement or Statements showing (i) a comparison of the Operating Expenses for the Operating Year in question with the Base Operating Expenses, and (ii) the amount of the Operating Payment resulting from such comparison. Landlord’s failure to render an Operating Statement during or with respect to any Operating Year in question shall not prejudice Landlord’s right to render an Operating Statement during or with respect to any subsequent Operating Year, and shall not eliminate or reduce Tenant’s obligation to make payments of the Operating Payment pursuant to this Article 27 for such Operating Year.

(C) On the first day of the month following the furnishing to Tenant of an Operating Statement, Tenant shall pay to Landlord a sum equal to 1112th of the Operating Payment shown thereon to be due for the preceding Operating Year multiplied by the number of months (and any fraction thereof) of the Term then elapsed since the commencement of such Operating Year in which such Operating Statement is delivered, less Operating Payments theretofore made by Tenant for such Operating Year and thereafter, commencing with the then current monthly installment of Fixed Rent and continuing monthly thereafter until rendition of the next succeeding Operating Statement, Tenant shall pay on account of the Operating Payment for such Year an amount equal to 1112th of the Operating Payment shown thereon to be due for the preceding Operating Year. Any Operating Payment shall be collectible by Landlord in the same manner as Fixed Rent.

(D) (1) As used in this Section 27.4, (i) “ Tentative Monthly Escalation Charge ” shall mean a sum equal to 1/12th of the product of (a) Tenant’s Share, and (b) the difference between (x) the Base Operating Expenses and (y) Landlord’s good faith estimate of Operating Expenses for the Current Year, and (ii) “ Current Year ” shall mean the Operating Year in which a demand is made upon Tenant for payment of a Tentative Monthly Escalation Charge.

(2) At any time in any Operating Year, Landlord, at its option, in lieu of the payments required under Section 27.4(C) hereof, may demand and collect from Tenant, as additional rent, a sum equal to the Tentative Monthly Escalation Charge multiplied by the number of months in said Operating Year preceding the demand and reduced by the sum of all payments theretofore made under Section 27.4(C) with respect to said Operating Year, and thereafter, commencing with the month in which the demand is made and continuing thereafter for each month remaining in said Operating Year, the monthly installments of Fixed Rent shall be deemed increased by the Tentative Monthly Escalation Charge. Any amount due to Landlord under this Section 27.4(D) may be included by Landlord in any Operating Statement rendered to Tenant as provided in Section 27.4(B) hereof.

(E) After the end of the Current Year and at any time that Landlord renders an Operating Statement or Statements to Tenant as provided in Section 27.4(B) hereof with respect to the comparison of the Operating Expenses for said Operating Year or Current Year, with the Base Operating Expenses, as the case may be, the amounts, if any, collected by Landlord from Tenant under Section 27.4(C) or (D) on account of the Operating Payment or the Tentative Monthly Escalation Charge, as the case may be, shall be adjusted, and, if the amount so collected is less than or exceeds the amount actually due under said Operating Statement for the Operating Year, a reconciliation shall be made as follows: Tenant shall be debited with any Operating Payment shown on such Operating Statement and credited with the amounts, if any, paid by Tenant on account in accordance with the provisions of subsection (C) and subsection (D)(2) of this Section 27.4 for the Operating Year in question. Tenant shall pay any net debit balance to Landlord within fifteen (15) days next following rendition by Landlord of an invoice for such net debit balance; any net credit balance shall be applied against the next accruing monthly installments of Fixed Rent. Any net credit balance due at the end of the Term shall be promptly refunded by Landlord to Tenant.

Section 27.5 Any Operating Statement sent to Tenant shall be conclusively binding upon Tenant unless, within ninety (90) days after such Statement is sent, Tenant shall send a written notice to Landlord objecting to such Statement and specifying the respects in which such Statement is disputed. If such notice is sent, Tenant (together with its independent certified public accountants) may examine Landlord’s books and records relating to the Operation of the Property to determine the accuracy of the Operating Statement. Tenant recognizes the confidential nature of such books and records and agrees to maintain the information obtained from such examination in strict confidence. If after such examination, Tenant still disputes such Operating Statement, either party may refer the decision of the issues raised to a reputable independent firm of certified public accountants, selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld or delayed as long as such certified public accounting firm is one of the so-called “big-six” public accounting firms, which has not performed services for Landlord or its Affiliates during the preceding two (2) year period and the decision of such accountants shall be conclusively binding upon the parties. The fees and expenses involved in such decision shall be borne by the unsuccessful party (and if both parties are partially successful, such fees and expenses shall be apportioned between Landlord and Tenant in inverse proportion to the amount by which such decision is favorable to each party). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Operating Statement, as provided in Section 27.4 hereof.

Section 27.6 The expiration or termination of this Lease during any Operating Year or Tax Year shall not affect the rights or obligations of the parties hereto respecting any payments of Operating Payments for such Operating Year and any payments of Tax Payments for such Tax Year, and any Operating Statement relating to such Operating Payment and any Tax Statement relating to such Tax Payment, may be sent to Tenant subsequent to, and all such rights and obligations shall survive, any such expiration or termination. In determining the amount of the Operating Payment for the Operating Year or the Tax Payment for the Tax Year in which the Term shall expire, the payment of the Operating Payment for such Operating Year or the Tax Payment for the Tax Year shall be prorated based on the number of days of the Term which fall within such Operating Year or Tax Year, as the case may be. Any payments due under such Operating Statement or Tax Statement shall be payable within twenty (20) days after such Statement is sent to Tenant.

ARTICLE 28

SERVICES

Section 28.1 (A) Landlord shall provide passenger elevator service to the Premises during Business Hours on Business Days and between the hours of 8:00 A.M. to 1:00 P.M. on Saturdays, except Holidays and have an elevator subject to call at all other times.

(B) There shall be one (1) service elevator serving the Premises and the entire Building on call on a “first come, first served” basis on Business Days from 8:00 A.M. to 4:00 P.M. (except for the period from 12:00 noon to 1:00 P.M.), and on a reservation, “first come, first served” basis from 4:00 P.M. to 8:00 A.M. on Business Days and at any time on days other than Business Days. If Tenant shall use the service elevators serving the Premises between 4:00 P.M. and 8:00 A.M. on Business Days or at any time on any other days, Tenant shall pay Landlord, as additional rent for such use, the standard rates then fixed by Landlord for the Building, or if no such rates are then fixed, at reasonable rates.

(C) Landlord shall not be required to furnish any service elevator services during the hours from 4:00 P.M. to 8:00 A.M. on Business Days and at any time on days other than Business Days. However, Landlord will make every reasonable effort, to furnish such service elevator services, subject to Landlord’s receipt of advance notice (which may be by telephone) from Tenant’s Designated Representative requesting such services prior to 2:00 P.M. of the Business Day upon which such service is requested or by 2:00 P.M. of the last preceding Business Day if such periods are to occur on a day other than a Business Day.

Section 28.2 Landlord shall furnish duct work to a core wall of the Premises (for distribution by Tenant within the Premises) in order to provide and shall provide VAC through the VAC System, when required for the comfortable occupancy of the Premises, in accordance with the specifications set forth in Schedule B annexed hereto and made a part hereof, on a year round basis from 8:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays, except Holidays. Landlord, throughout the Term, shall have free access pursuant to Article 14 to any and all mechanical installations of Landlord, including, but not limited to, fan, ventilating and machine rooms, primary and secondary telephone rooms, utility rooms and service rooms. Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s free access thereto, or interfere with the moving of Landlord’s equipment to and from the enclosures containing said installations. Neither Tenant, nor its agents, employees or contractors shall at any time enter the said enclosures or tamper with, adjust or touch or otherwise in any manner affect said mechanical installations. Tenant shall draw and close the draperies or blinds for the windows of the Premises whenever the VAC System is in operation and the position of the sun so required and shall at all times cooperate fully with Landlord and abide by all of the Regulations and Requirements which Landlord may prescribe for the proper functioning and protection of the VAC System.

Section 28.3 The Fixed Rent does not reflect or include any charge to Tenant for the furnishing of any necessary VAC to a core wall of the Premises during periods other than the hours and days set forth above (“ Overtime Periods ”). Accordingly, Landlord shall furnish such VAC to the Premises at the request of Tenant during Overtime Periods and, Tenant shall pay Landlord additional rent for such services at the then Building rate (the “ Overtime Rate ”) with a minimum charge for four (4) hours usage. The Overtime Rate shall be subject to increase each year by the annual percentage increase, if any, in the Consumer Price Index from that in effect on the Commencement Date or by one hundred ten percent (110%) of any increases in the cost to Landlord of supplying VAC during Overtime Periods, whichever amount is higher. Landlord shall not be required to furnish any such services during any

Overtime Periods unless Landlord has received advance notice (which may be by telephone) from Tenant’s Designated Representative requesting such services prior to 2:00 P.M. of the Business Day upon which such services are requested or by 2:00 P.M. of the last preceding Business Day if such Overtime Periods are to occur on a day other than a Business Day. If Tenant and another tenant on the same floor as the Premises, are, at the same time, using VAC services during Overtime Periods, then the Overtime Rate shall be equitably reduced.

Section 28.4 Provided Tenant shall keep the Premises in order, Landlord, at Landlord’s expense, subject to recoupment pursuant to Article 27 hereof, shall cause the Premises, excluding any portions thereof used for the storage, preparation, service or consumption of food or beverages, to be cleaned, substantially in accordance with the standards set forth in Schedule-C annexed hereto and made a part hereof. Tenant shall pay to Landlord the cost of removal of any of Tenant’s refuse and rubbish from the Premises and the Building to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of such Premises as offices (e.g., “wet garbage” and other items which do not fit into standard under desk waste baskets). Bills for the same shall be rendered by Landlord to Tenant at such time as Landlord may elect and shall be due and payable ten (10) business days following rendition as additional rent. Tenant, at Tenant’s sole cost and expense, shall cause all portions of the Premises used for the storage, preparation, service or consumption of food or beverages to be cleaned daily in a manner satisfactory to Landlord, and to be exterminated against infestation by vermin, rodents or roaches regularly and, in addition, whenever there shall be evidence of any infestation. Any such exterminating shall be done at Tenant’s sole cost and expense, in a manner reasonably satisfactory to Landlord, and by persons approved by Landlord. If Tenant shall perform any cleaning services in addition to the services provided by Landlord as aforesaid, Tenant shall employ the cleaning contractor providing cleaning services to the Building on behalf of Landlord or such other cleaning contractor as shall be approved by Landlord; provided, however, if Tenant uses the Building cleaning contractor and such cleaning contractor is no longer employed by Landlord, then Tenant shall promptly replace the Building cleaning contractor with a different cleaning contractor designated by Landlord. Tenant shall comply with any recycling program and for refuse disposal program (including, without limitation, any program related to the recycling, separation or other disposal of paper, glass or metals) which Landlord shall impose or which shall be required pursuant to any Requirements.

Section 28.5 If the New York Board of Fire Underwriters or the Insurance Services Office or any Governmental Authority, department or official of the state or city government shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant’s business, or the location of the partitions, trade fixtures, or other contents of the Premises, Landlord, at Tenant’s cost and expense, shall promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment. At Tenant’s option, Tenant may contest any such requirement or recommendation in the same manner as it may contest Requirements pursuant to Section 6.2 above or make such changes to the Premises in order to obviate the requirement or recommendation in question. If Tenant elects to take either of the foregoing actions, it must do so before the failure of Landlord to make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment, adversely affects Landlord’s insurance coverage or increases the premiums therefore.

Section 28.6 Landlord shall provide to the Premises, New York City water for ordinary drinking, cleaning and lavatory purposes. If Tenant requires, uses or consumes water for any purpose in addition to ordinary drinking, cleaning or lavatory purposes, Landlord may install a water meter and thereby measure Tenant’s water consumption for all such additional purposes. In such event (1) Tenant shall pay Landlord for the cost of the meter and the cost of the installation thereof and through the duration of Tenant’s occupancy Tenant shall keep said meter and equipment in good working order and repair at Tenant’s own

cost and expense; (2) Tenant shall pay for water consumed as shown on said meter, as additional rent, and on default in making such payment Landlord may pay such charges and collect the same from Tenant; and (3) Tenant shall pay the sewer rent, charge or any other tax, rent, levy or charge which now or hereafter is assessed, imposed or shall become a lien upon the Premises or the Real Property of which they are a part pursuant to any Requirement made or issued in connection with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system. The bill rendered by Landlord for the above shall be based upon Tenant’s consumption and shall be payable by Tenant as additional rent within ten (10) days after rendition.

Section 28.7 Landlord reserves the right to stop service of the VAC System or the elevator, electrical, plumbing or other Building Systems when necessary, by reason of accident or emergency, or for repairs, additions, alterations, replacements or improvements in the judgment of Landlord desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed (which repairs, additions, alterations, replacements and improvements shall be performed in accordance with Section 4.3 hereof), except as otherwise provided in this Lease. Landlord shall have no responsibility or liability for interruption, curtailment or failure to supply VAC, elevator, electrical, plumbing or other Building Systems when prevented by Unavoidable Delays or by any Requirement of any Governmental Authority or due to the exercise of its right to stop service as provided in this Article 28. The exercise of such right or such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any compensation or to any abatement or diminution of Rental, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

Section 28.8 As part of the Initial Alterations, Tenant shall have the right to install a water-cooled supplemental VAC System that is compatible with the Building Systems, as reasonably determined by Landlord. Tenant shall maintain, repair and replace, as and when needed, such supplemental VAC System at Tenant’s sole cost and expense throughout the Term. At Tenant’s request, Landlord shall supply up to an amount of condenser water per year to be agreed upon by Landlord and Tenant for the operation of such supplemental VAC System. The water for the supplemental system shall be provided at an initial rate of six hundred eighty nine dollars ($689.00) per ton per annum and shall be increased thereafter by the annual percentage increase, if any, in the Consumer Price Index from that in effect as of the date hereof or by one hundred ten (110%) of any increases in the cost to Landlord of supplying such water, whichever amount is higher. Tenant shall have the sole obligation, at its sole cost and expense, to comply with all Requirements with respect to the supplemental system, including, without limitation, Requirements with respect to the obtaining of permits, registration of such supplemental system, if required, and the performance of any inspections.

Section 28.9 Landlord shall maintain and operate the perimeter heating and, subject to energy conservation requirements of Governmental Authorities, shall furnish heat to the Premises, in accordance with Landlord’s standard for the Building, during Business Hours of Business Days and from 8:00 A.M. to 1:00 P.M. on Saturdays, excluding Holidays throughout the year. If Tenant shall require heating service at any other time (hereinafter called “after hours”), Landlord shall furnish such after hours service upon reasonable advance notice from Tenant’s Designated Representative, and Tenant shall pay on demand Landlord’s cost thereof plus ten percent (10%).

Section 28.10 In the event that the Building standby power generation system is used or operated at any time during the Term, Tenant shall, from time to time within ten (10) days after demand, pay to Landlord Tenant’s pro rata share (which pro rata share will be based on the proportion the Space Factor bears to the rentable square feet of space in the Building then being occupied by other tenants (the

“ Occupancy Factor ”) pursuant to effective leases (i.e., if Tenant’s Space Factor is 20,000 and the Occupancy Factor is 100,000, then Tenant’s pro rata share for the purposes hereof shall be twenty percent (20%) of the cost of operating the Building standby power generation system and all costs incidental thereto (the “ Standby Generator Cost ”)). The Standby Generator Cost shall not be included in Operating Expenses to the extent Landlord is paid or reimbursed for same.

ARTICLE 29

PARTNERSHIP TENANT

If Tenant is a partnership or a professional corporation (or is comprised of two (2) or more Persons, individually or as co-partners of a partnership or shareholders of a professional corporation) or if Tenant’s interest in this Lease shall be assigned to a partnership or a professional corporation (or to two (2) or more Persons, individually or as co-partners of a partnership or shareholders of a professional corporation) pursuant to Article 12 hereof (any such partnership, professional corporation and such persons are referred to in this Article 29 as “ Partnership Tenant ”), the following provisions shall apply to such Partnership Tenant: (a) the liability of each of the parties comprising Partnership Tenant shall be joint and several; (b) each of the parties comprising Partnership Tenant hereby consents in advance to, and agrees to be bound by (x) any written instrument which may hereafter be executed by Partnership Tenant or any successor entity, changing, modifying, extending or discharging this Lease, in whole or in part, or surrendering all or any part of the Premises to Landlord, and (y) any notices, demands, requests or other communications which may hereafter be given by Partnership Tenant or by any of the parties comprising Partnership Tenant; (c) any bills, statements, notices, demands, requests or other communications given or rendered to Partnership Tenant or to any of such parties shall be binding upon Partnership Tenant and all such parties; (d) if Partnership Tenant shall admit new partners or shareholders, as the case may be, all of such new partners or shareholders, as the case may be, shall, by their admission to Partnership Tenant, be deemed to have assumed joint and several liability for the performance of all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed; and (e) Partnership Tenant shall give prompt notice to Landlord of the admission of any such new partners or shareholders, as the case may be, and upon demand of Landlord, shall cause each such new partner or shareholder, as the case may be, to execute and deliver to Landlord an agreement in form reasonably satisfactory to Landlord and Tenant, wherein each such new partner or shareholder, as the case may be, shall assume joint and several liability for the observance and performance of all the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed (but neither Landlord’s failure to request any such agreement nor the failure of any such new partner or shareholder, as the case may be, to execute or deliver any such agreement to Landlord shall vitiate the provisions of clause (d) of this Article 29). For purposes of this Article 29, a partnership shall include, without limitation, a limited liability partnership or a limited liability company.

ARTICLE 30

VAULT SPACE

Notwithstanding anything contained in this Lease or indicated on any sketch, blueprint or plan, any vaults, vault space or other space outside the boundaries of the Real Property are not included in the Premises. Landlord makes no representation as to the location of the boundaries of the Real Property. All vaults and vault space and all other space outside the boundaries of the Real Property which Tenant may be permitted to use or occupy are to be used or occupied under a revocable license, and if any such license shall be revoked, or if the amount of such space shall be diminished or required by any Governmental Authority or by any public utility company, such revocation, diminution or requisition

shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rental, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord. Any fee, tax or charge imposed by any Governmental Authority for any such vaults, vault space or other space occupied by Tenant shall be paid by Tenant.

ARTICLE 31

SECURITY DEPOSIT

Section 31.1 Subject to Section 3 1.2 below, Tenant has deposited with Landlord the sum of One Hundred Thousand Dollars ($100,000) as security for the faithful performance and observance by Tenant of the terms, provisions, covenants and conditions of this Lease, and it is agreed that in the event Tenant defaults beyond the expiration of applicable notice, grace and cure periods in respect of any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, the payment of Rental, Landlord may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Rental or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default beyond the expiration of applicable notice, grace and cure periods in respect of any of the terms, provisions, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. The security shall, provided no Event of Default then exists hereunder, be returned to Tenant after the date fixed as the end of the Term and not later than thirty (30) days after delivery of entire possession of the Premises to Landlord as provided hereunder. In the event of a sale of the Land and Building or leasing of the Building, of which the Premises form a part, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look solely to the new Landlord for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited I herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith restore the amount so applied or retained so that at all times the amount deposited shall be the full amount of the security deposit required at the relevant time. The security shall be deposited in an interest-bearing account in a bank in New York City selected by Landlord, and interest earned on the account (less the one percent (1%) administrative fee allowed by law which may be retained by Landlord) shall, provided Tenant is not in default hereunder beyond the expiration of applicable notice, grace or cure periods, be paid to Tenant upon request but no more frequently than annually.

Section 31.2 In lieu of the cash security deposit referred to in Section 3 1.1 above, Tenant may deliver to Landlord, and shall maintain in effect at all times during the Term (and through the period which is thirty (30) days following the Expiration Date) following delivery thereof, a clean, unconditional and irrevocable letter of credit, in substantially the form annexed hereto as Exhibit B in the amount of One Hundred Thousand Dollars ($100,000) issued by a banking corporation (“ Bank ”) reasonably satisfactory to Landlord and which is a member of the New York Clearing House Association or successor thereto and is presentable for payment at an office of the Bank in the Borough of Manhattan, New York, New York. Such letter of credit shall have an expiration date no earlier than the first anniversary of the date of issuance thereof and it shall be automatically renewed from year-to-year unless terminated by the Bank by notice to Landlord given not less than forty-five (45) days prior to the then

expiration date therefore. It is agreed that in the event Tenant defaults in respect of any of the terms, covenants or provisions of this Lease, including, but not limited to, the payment of any Rental, and such default continues beyond the applicable grace and cure period, if any, or if any letter of credit is terminated by the Bank and is not replaced within thirty (30) days prior to its expiration that (i) Landlord shall have the right to require the Bank to make payment to Landlord of so much of the entire proceeds of the letter of credit as shall be reasonably necessary to cure the default (or the entire proceeds if notice of termination is given as aforesaid and the letter of credit is not replaced as aforesaid), and (ii) Landlord may apply said sum so paid to it by the Bank to the extent required for the payment of any Rental or any other sum as to which Tenant is in default beyond applicable grace and cure periods or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default beyond applicable grace and cure periods in respect of any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other re-entry by Landlord, without thereby waiving any other rights or remedies of Landlord with respect to such default. If Landlord applies any part of the proceeds of a letter of credit, Tenant, upon demand, shall deposit with Landlord promptly the amount so applied or retained (or increase the amount of the letter of credit) so that the Landlord shall have the full deposit on hand at all times during the Term. If, subsequent to a letter of credit being drawn upon, a new letter of credit meeting all the requirements set forth in this Section 31.2 is delivered to Landlord, any proceeds of the former letter of credit then held by Landlord shall be promptly returned to Tenant. If a letter of credit is drawn upon, any proceeds received by Landlord which are not applied to the curing of the default shall be held by Landlord subject to the provision of Section 3 1.1 above. Any letter of credit, or any remaining portion of any sum collected by Landlord hereunder from the Bank, together with any other portion or sum held by Landlord as security shall, provided no Event of Default shall then exist hereunder, be returned to Tenant within thirty (30) days after the Expiration Date of this Lease and after delivery of the entire possession of the Premises to Landlord. In the event of an assignment by Landlord of its interest under this Lease, Landlord shall have the right to transfer the security to the assignee, and Tenant agrees to look to the new Landlord solely for the return of said security and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Landlord. Tenant shall have the right to substitute one letter of credit for another provided that at all times the letter of credit shall meet the requirements of this Section 31.2.

Section 31.3 Notwithstanding anything contained in Section 3 1.1 or 3 1.2 above, on March 1,2002, if there is no default by Tenant under this Lease which remains uncured beyond any applicable grace and cure period, Landlord shall return such portion of the security to Tenant (or shall permit Tenant to substitute or reduce any letter of credit then held as security by Landlord), such that the security deposit pursuant to Section 3 1.1. or 3 1.2 above shall be reduced to $50,000.

ARTICLE 32

CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof.

ARTICLE 33

PARTIES BOUND

The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective legal representatives, successors, and, except as otherwise provided in this Lease, their assigns.

ARTICLE 34

BROKER

Each party represents and warrants to the other that it has not dealt with any broker or Person in connection with this Lease other than Edward S. Gordon Co., Inc. and CB Commercial Real Estate Group, Inc. (jointly, the “ Broker ”). The execution and delivery of this Lease by each party shall be conclusive evidence that such party has relied upon the foregoing representation and warranty. The representing party shall indemnify and hold the other harmless from and against any and all claims for commission, fee or other compensation by any person (other than the Broker) who shall claim to have dealt with the representing in connection with this Lease and for any and all costs incurred by the other in connection with such claims, including, without limitation, reasonable attorneys’ fees and disbursements. The representing party shall have the right, at the representing party’s sole cost and expense, to defend any such claim with counsel reasonably satisfactory to the other and settle or compromise any such claim provided that the other shall have no financial responsibility therefore or be otherwise prejudiced by any such compromise or settlement. Tenant shall have no responsibility for any commission which may be due the Broker in connection with this Lease. The provisions of this Article 34 shall survive the expiration or sooner termination of this Lease.

ARTICLE 35

INDEMNITY

Section 35.1 Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Requirement, and shall exercise such control over the Premises as to fully protect Landlord against any such liability. To the extent not covered by insurance obtained by Tenant at its sole cost and expense in which the Indemnities are named as additional insureds, Tenant shall indemnify and save the Indemnities harmless from and against (a) all claims of whatever nature against the Indemnities arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors, (b) all claims against the Indemnities arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in the Premises, (c) all claims against the Indemnities arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act, omission or negligence of Tenant or Tenant’s contractors, licensees, agents, servants, employees, invitees or visitors, and (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

Section 35.2 If any claim, action or proceeding is made or brought against Landlord, which claim, action or proceeding Tenant shall be obligated to indemnify Landlord against pursuant to the terms of this Lease, then, upon demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Landlord’s name, if necessary, by such attorneys as Landlord shall approve, which approval shall not be unreasonably withheld. Attorneys for Tenant’s insurer are hereby deemed approved for purposes of this Section 35.2. The provisions of this Article 35 shall survive the expiration or earlier termination of this Lease.

ARTICLE 36

ADJACENT EXCAVATION-SHORING

If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant, upon reasonable advance notice, shall afford to the Person causing or authorized to cause such excavation, a license to enter upon the Premises for the purpose of doing such work as said Person shall deem necessary to preserve the wall or the Building from injury or damage and to support the same by proper foundations, without any claim for damages or indemnity against Landlord, or diminution or abatement of Rental, provided that Tenant shall continue to have access to the Premises and the Building.

ARTICLE 37

MISCELLANEOUS

Section 37.1 This Lease is offered for signature by Tenant and it is understood that this Lease shall not be binding upon Landlord or Tenant unless and until Landlord and Tenant shall have executed and delivered a fully executed copy of this Lease to each other.

Section 37.2 The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent Landlord after the sale, conveyance, assignment or transfer by such subsequent Landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder. The partners, shareholders, directors, officers and principals, direct and indirect, of Landlord and Tenant (collectively, the “ Parties ”) shall not be liable for the performance of Landlord’s or Tenant’s obligations under this Lease. Each party shall look solely to the other to enforce the other’s obligations hereunder and shall not seek any damages against any of the Parties. The liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and the proceeds thereof and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

Section 37.3 Notwithstanding anything contained in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated Fixed Rent, Escalation Rent, additional rent or Rental, shall constitute rent for the purposes of Section 502 (b) (7) of the Bankruptcy Code.

Section 37.4 Tenant’s liability for all items of Rental and Landlord’s liability for any sums due Tenant shall survive the Expiration Date.

Section 37.5 Tenant shall reimburse Landlord as additional rent, within ten (10) days after rendition of a statement, for all expenditures made by, or damages or fines sustained or incurred by, Landlord, due to any default by Tenant under this Lease, with interest thereon at the Applicable Rate.

Section 37.6 This Lease shall not be recorded.

Section 37.7 Tenant hereby waives any claim against Landlord which Tenant may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any consent or approval requested by Tenant, and Tenant agrees that its sole remedy shall be an action or proceeding to enforce any related provision or for specific performance, injunction or declaratory judgment or an

arbitration proceeding as hereinafter provided; provided, however neither such waiver or agreement by Tenant shall apply if there is an affirmative finding that Landlord withheld or delayed its consent or approval willfully or in bad faith. In the event of a determination that such consent or approval has been unreasonably withheld or delayed, the requested consent or approval shall be deemed to have been granted; ) however, Landlord shall have no liability to Tenant for its refusal or failure to give such consent or approval except as expressly provided to the contrary in the immediately preceding sentence. Tenant’s sole remedy for Landlord’s unreasonably withholding or delaying consent or approval shall be as provided in this Section 37.7. Any dispute relating to the withholding or delay of consent by Landlord may be determined, at Tenant’s option, under the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (presently Rules 54 through 58); provided, however, that with respect to any such arbitration, (i) the list of arbitrators referred to in Rule 55 shall be returned within five (5) business days from the date of mailing, (ii) the parties shall notify the American Arbitration Association, by telephone, within four (4) days of any objections to the arbitrator appointed and will have no right to object if the arbitrator so appointed was on the list submitted by the American Arbitration Association and was not objected to in accordance with the second sentence of Rule 55, (iii) the Notice of Hearing referred to in Rule 56 shall be four (4) days in advance of the hearing, (iv) the hearing shall be held within seven (7) days after the appointment of the arbitrator, and (v) the arbitrator shall have no right to award damages.

Section 37.8 This Lease contains the entire agreement between the parties and supersedes all prior understandings, if any, with respect thereto. This Lease shall not be modified, changed or supplemented, except by a written instrument executed by both parties.

Section 37.9 Tenant and Landlord each hereby (a) irrevocably consents and submits to the jurisdiction of any Federal, state, county or municipal court sitting in the State of New York in respect to any action or proceeding brought therein by Landlord against Tenant or Tenant against Landlord concerning any matters arising out of or in any way relating to this Lease; (b) irrevocably waives all objections as to venue and any and all rights it may have to seek a change of venue with respect to any such action or proceedings; (c) agrees that the laws of the State of New York shall govern in any such action or proceeding and waives any defense to any action or proceeding granted by the laws of any other country or jurisdiction unless such defense is also allowed by the laws of the State of New York; and (d) agrees that any final judgment rendered against it in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Tenant and Landlord each further agrees that any action or proceeding by Tenant against Landlord or Landlord against Tenant in respect to any matters arising out of or in any way relating to this Lease shall be brought only in the State of New York, County of New York.

Section 37.10 (A) All of the Schedules and Exhibits attached hereto are incorporated in and made a part of this Lease, but, in the event of any inconsistency between the terms and provisions of this Lease and the terms and provisions of the Schedules and Exhibits hereto, the terms and provisions of this Lease shall control. Wherever appropriate in this Lease, personal pronouns shall be deemed to include the other genders and the singular to include the plural. All Article and Section references set forth herein shall, unless the context otherwise specifically requires, be deemed references to the Articles and Sections of this Lease. (B) If any term, covenant, condition or provision of this Lease, or the application thereof to any person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the remainder of this Lease or the application of such term, covenant, condition or provision to any other Person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

Section 37.11 Tenant shall comply with any recycling program and/or refuse disposal program (including, without limitation, any program related to the recycling, separation or other disposal of paper, glass or metals) which Landlord shall voluntarily impose or which shall be required pursuant to any Requirements.

Section 37.12 In the event any Governmental Authority promulgates or revises any law, or issues mandatory controls relating to the use or conservation of energy, water, gas, light or electricity, or the provision of any other utility or service furnished by Landlord in the Building, Landlord may, in its reasonable discretion take any appropriate action to comply with such provision of law, mandatory controls, including the making of alterations to the Building. Neither Landlord’s actions nor its failure to act shall entitle Tenant to any damages, abate or suspend Tenant’s obligation to pay any item of Rental or constitute or be construed as a constructive or other eviction of Tenant.

Section 37.13 Tenant shall not cause or permit any Hazardous Materials (hereinafter defined) to be used, stored, transported, released, handled, produced or installed in, on or from the Premises or the Building. “ Hazardous Materials ”, as used herein, shall mean any flammables, explosives, radioactive materials, hazardous wastes, hazardous and toxic substances or related materials, asbestos or any material containing asbestos, or any other substance or material as defined by any Federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing. Nothing contained in this Section 37.13 shall be construed to prohibit Tenant from storing and utilizing in the Premises customary office supplies containing legal, minimal and usual amounts of Hazardous Materials. In the event of a breach of the provisions of this Section 37.13, Landlord shall have the right, in addition to all other rights and remedies of Landlord under this Lease or at law, to require Tenant to remove any such Hazardous Materials from the Premises in the manner prescribed for such removal by any Requirements. The provisions of this Section 37.13 shall survive the expiration or termination of this Lease.

Section 37.14 Wherever in this Lease it is provided that Landlord’s consent or approval cannot be unreasonably withheld, same shall be construed to mean that Landlord’s consent or approval cannot be unreasonably delayed or conditioned.

ARTICLE 38

RENT CONTROL

If at the commencement of, or at any time or times during the Term, the Rental reserved in this Lease shall not be fully collectible by reason of any Requirement, Tenant shall enter into such agreements and take such other steps (without additional expense to Tenant) as Landlord may request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time during the continuance of such legal rent restriction be legally permissible (and not in excess of the amounts reserved therefore under this Lease). Upon the termination of such legal rent restriction prior to the expiration of the Term, (a) the Rental shall become and thereafter be payable hereunder in accordance with the amounts reserved in this Lease for the periods following such termination, and (b) Tenant shall pay to Landlord, if legally permissible, an amount equal to (i) the items of Rental which would have been paid pursuant to this Lease but for such legal rent restriction, less (ii) the rents paid by Tenant to Landlord during the period or periods such legal rent restriction was in effect.

IN WITNESS WHEREOF, Landlord and Tenant have each executed and delivered this Lease as of the day and year first above written.

KG A&A CORPORATION

By:

/s/ Toru Fujita

Name:

Toru Fujita

Title:

President

LEARNING TREE INTERNATIONAL USA, INC.

54-1577802

By:

/s/ Richard S. Adamson

Federal Employer

Name: Richard S. Adamson

Identification Number

Title: Executive V.P./C.O.O.

Schedule A

RULES AND REGULATIONS

(1) The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors, or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Premises and for delivery of merchandise and equipment in prompt and efficient manner, using elevators and passageways designated for such delivery by Landlord.

(2) No awnings, air-conditioning units, fans or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades, or screens, other than those which conform to Building standards as established by Landlord from time to time, shall be attached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord which shall not be unreasonably withheld or delayed. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be of a quality, type, design and color, and attached in the manner reasonably approved by Landlord. All electrical fixtures hung in offices or spaces along the perimeter of the Premises must be of a quality, type, design and bulb color approved by Landlord, which consent shall not be withheld or delayed unreasonably.

(3) No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside of the Premises or Building or on the inside of the Premises if the same can be seen from the outside of the Premises without the prior written consent of Landlord except that the name of Tenant may appear on the entrance door of the Premises. In the event of the violation of the foregoing by Tenant, if Tenant has refused to remove same after reasonable notice from Landlord, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant. Interior signs on doors and directory tablet shall be of a size, color and style reasonably acceptable to Landlord.

(4) The exterior windows and doors that reflect or admit light and air into the Premises or the halls, passageways or other public places in the Building, shall not be covered or obstructed by Tenant.

(5) No showcases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the halls, corridors or vestibules, nor shall any article obstruct any air-conditioning supply or exhaust without the prior written consent of Landlord.

(6) The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein. All damages resulting from any misuse of the fixtures shall be borne by Tenant.

(7) Subject to the provisions of Article 3 of this Lease, Tenant shall not mark, paint, drill into, or in any way deface any part of the Premises or the Building. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, and as Landlord may direct.

(8) No space in the Building shall be used for manufacturing, for the storage of merchandise, or for the sale of merchandise, goods or property of any kind at auction.

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(9) Tenant shall not make, or permit to be made, any unseemly or disturbing noises or disturb or interfere with occupants of the Building or neighboring buildings or premises or those having business with them whether by the use of any musical instrument, radio, television set, talking machine, unmusical noise, whistling, singing, or in any other way.

(10) Tenant, or any of Tenant’s employees, agents, visitors or licensees, shall not at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance except such as are incidental to usual office occupancy, provided, however, such items are stored in approved containers in compliance with all applicable Requirements.

(11) No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or the mechanism thereof, unless Tenant promptly provides Landlord with the key or combination thereto. Tenant must, upon the termination of its tenancy, return to Landlord all keys of stores, offices and toilet rooms, and in the event of the loss of any keys furnished at Landlord’s expense, Tenant shall pay to Landlord the cost thereof.

(12) No bicycles, vehicles or animals of any kind except for seeing eye dogs shall be brought into or kept by Tenant in or about the Premises or the Building.

(13) All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description must take place in the manner and during the hours which Landlord or its agent reasonably may determine from time to time. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part.

(14) Tenant shall not occupy or permit any portion of the Premises demised to it to be occupied as an office for a public stenographer or typist, or for the possession, storage, manufacture, or sale of liquor, narcotics, dope, or as a barber or manicure shop, or as an employment bureau. Tenant shall not engage or pay any employees on the Premises, except those actually working for Tenant at the Premises, nor advertise for labor giving an address at the Premises.

(15) Tenant shall not purchase spring water, ice, towels or other like service, or accept barbering or boot blacking services in the Premises, from any company or persons not approved by Landlord, which approval shall not be withheld or delayed unreasonably and at hours and under regulations other than as reasonably fixed by Landlord.

(16) Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord’s reasonable opinion, tends to impair the reputation of the Building or its desirability as a building for offices, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

(17) Landlord reserves the right to exclude from the Building (i) between the hours of 6:00 P.M. and 8:00 A.M. on Business Days and (ii) between the hours of 1:00 P.M. and 12:00 Midnight on Saturdays and (iii) during all hours on Sundays and Holidays and, if Landlord so elects, during Business Hours and Saturdays between 8:00 A.M. and 1:00 P.M., all persons who do not present a pass (if required) to the Building signed or approved by Landlord. Tenant shall be responsible for all persons for whom a pass shall be issued at the request of Tenant and shall be liable to Landlord for all acts of such persons.

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(18) Tenant shall, at its expense, provide artificial light for the employees of Landlord wile doing janitor service or other cleaning, and in making repairs or alterations in the Premises.

The requirements of Tenant will be attended to only upon written application by Tenant’s Designated Representative at the office of the Building. Building employees shall not perform any work or do anything outside of the regular duties, unless under special instructions from the office of Landlord, and provided Tenant pays the then Building standard rates for same.

(20) Canvassing, soliciting and peddling in the Building is prohibited and Tenant shall cooperate to prevent the same, including, but not limited to, providing Landlord with notice of any such acts when Tenant becomes aware of same.

(21) There shall not be used in any space, or in the public halls of the Building, either by Tenant or by jobbers or others, in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

(22) Except as specifically provided in Section 2.2 of this Lease, Tenant shall not do any cooking, conduct any restaurant, luncheonette or cafeteria for the sale or service of food or beverages to its employees or to others, or cause or permit any odors of cooking or other processes or any unusual or objectionable odors to emanate from the Premises. Landlord shall have the reasonable right to exclude from the Building any food vendors based upon prior experience with such vendors.

(23) Tenant shall keep the entrance door to the Premises closed at all times.

(24) Landlord shall have the right to require that all messengers and other Persons delivering packages, papers and other materials to Tenant (i) be directed to deliver such packages, papers and other materials to a person designated by Landlord who will distribute the same to Tenant, or (ii) be escorted by a person designated by Landlord to deliver the same to Tenant.

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Schedule B

VAC SPECIFICATIONS

The Building heating and VAC Systems for the office floors shall be designed to maintain the following conditions:

When winter outdoor temperature is not less than 5”F, indoor space conditions shall be not less than 70°F dry bulb.

When summer outdoor ambient temperature is not in excess of 89°F dry bulb and 75°F wet bulb, indoor space conditions shall be not greater than 78°F dry bulb and maximum relative humidity of 50%.

Introduction of outside ventilation air shall be at 0.15 cubic feet per minute per gross square foot.

Maintenance of these conditions is subject to:

Light colored window covering shall be provided on inside of all curtain wall.

Occupant density not in excess of one person per 100 gross square feet.

Tenant’s interior heat loads will not exceed the cooling capacities of each dedicated floor air handling unit serving the Premises as scheduled on Flack & Kurtz Drawing No. M- 102, last revised on May 9, 1988 (the “Drawing”).

(d) Tenant’s air distribution duct work shall conform to S.M.A.C.N.A. (Sheet Metal and Air Conditioning National Association, Inc.) standards for variable air volume systems.

Where Tenant’s heat loads exceed the system’s cooling capacity as specified on the Drawing, then Tenant shall, at Tenant’s sole cost and expense, provide supplemental cooling equipment as required.

Schedule C

CLEANING SPECIFICATIONS

The following services will be performed for Tenant, at the specified frequencies on Business Day nights.

ENTRANCE LOBBY

Entrance lobby to be kept generally clean and neat and the following cleaning operations shall be maintained to attain this effect:

Wash lobby floor nightly.

Dust walls nightly and wash walls as required.

Wipe down metal surfaces nightly and polish once per week.

Wash all mats and clean wool or nylon runners as necessary.

Clean entrance and revolving doors daily.

ELEVATORS

Wash elevators floors nightly with detergent as necessary.

Clean lobby elevator saddles, doors, and frames nightly.

Clean metal and sides of elevator cabs nightly.

Clean door saddles and frames on floors above lobby once per week and vacuum dirt from door tracks nightly.

Remove all gum and foreign matter on sight.

Remove all unauthorized marks and writing from sides of elevator cabs.

GENERAL OFFICE AREAS

NIGHTLY :

Damp mop all stone ceramic tile, terrazzo and other types of unwaxed flooring.

Sweep all vinyl, asphalt, rubber, and similar types of flooring.

Vacuum all carpeted areas once a week and carpet sweep four times per week

Hand dust and wipe clean with damp or chemically treated cloth all furniture, file cabinets, fixture, window sills, convector enclosure tops, and wash said sills and tops as necessary.

Wipe all telephones.

Dust all chairs, rail trim

Empty all waste receptacles and remove wastepaper and waste materials to a designated area.

Damp dust interiors of all waste disposal receptacles.

Empty and wipe clean all ashtrays and screen all sands urns.

Wash clean all water fountains and water coolers

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Clean all furniture tops.

Remove finger marks and dust doors of elevator hatchways.

PERIODIC:

Hand dust all door louvers and other ventilating louvers within hand reach once per week.

Dust all baseboards once per week.

Remove finger marks from all painted surfaces near light switches, entranced doors, once per week.

Wipe clean all bright work weekly.

Wash floors in public stairways throughout building once per week including doors as needed.

Move and vacuum clean once per week underneath all furniture that can be moved.

Dust all picture frames, charts and similar hangings quarterly, which were not reached in nightly cleaning.

Dust all vertical surfaces wash as partitions, doors, and other surfaces not reached in nightly cleaning (quarterly).

Dust exterior of lighting fixtures annually.

PUBLIC TOILETS

NIGHTLY:

Wash all floors

Wash all mirrors and powder shelves

Wash all bright work.

Wash all plumbing fixtures.

Wash and disinfect all toilet seats, both sides.

Scour, wash and disinfect all basins, bowls and urinal throughout toilet.

Empty paper towel receptacles and remove paper to designated area.

Fill toilet tissue holders.

Fill soap dispenser system and fill paper towel dispensers.

Clean and wash receptacles and dispenser nightly.

Remove finger marks from painted surfaces.

Remove unauthorized marks and writing from walls on sight. Dust all partitions and tile walls.

PERIODIC

Clean and wash all partitions once a month; spot wash daily.

Scrub floors as necessary but not less than once every week.

Hand dust, clean and wash all the tile walls twice each year and more often if necessary.

High dusting to be done once each month which includes lights, walls, grills.

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Washing toilet lighting fixtures as often as necessary but not less than twice per year.

PUBLIC AREAS

Keep all public and private stairwells throughout entire Building in generally clean condition, sweep daily and mop same, as necessary, but not less than monthly.

Keep clean fire hose, extinguishers, and similar equipment.

Dust all railings, etc., weekly and high dust quarterly.

Wash walls of public stairways once per year.

Wash all public corridor flooring and treat as required at least once per week, or more often, if necessary.

Remove all unauthorized marks and writing from walls on sight.

Wash vertical surfaces of public corridors and elevator lobbies as often as necessary, but not less than once per month.

BUILDING SERVICE AREAS

Wash lockers and walls two times a year; wax floors monthly.

Hose all sidewalks, ramps, loading dock, trucking area, etc., daily. Scrub and steam clean if necessary.

Keep loading dock area in generally neat clean condition at all times. Keep wastepaper, cardboard and rubbish, etc., stored in approved receptacles or assigned rooms. Clean floors, walls, and doors, etc., as necessary.

Slop sinks are to be cleaned after use. Mops, rags, and equipment are to be cleaned and stored in racks. Walls and floors are to be kept clean at all times.

Electric, telephone closets, and store rooms are to be kept free from debris. Floors are to be swept weekly and washed monthly.

EXTERIOR CLEANING

Clean standpipe and sprinkler siamese connections and hose bibs. Maintain the exterior of the street floor level of the Building so that there is uniformity of color, brightness, and cleanliness at all times.

Sweep sidewalks daily and hose five times per week, weather permitting.

Remove snow or ice from all sidewalks and loading docks.

Remove all gum and foreign matter from sidewalks.

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DUTIES OF DAY PORTERS

Sweep lobby daily at least three times per day; five days per week.

Empty and strain all cigarette urns.

Elevator cab floors to be swept four times daily, more often if necessary. Elevator cab floors to be damp mopped three times daily; if carpeted, elevator cab floors to be vacuumed four times daily, more often necessary.

Wipe clean and remove finger marks from all metal and bright work throughout interior of lobby and up to hand reach daily, five time a week.

Sweep and dust the trafficked staircases daily.

Lay down and remove lobby runners as necessary.

DAY MATRON

Provide as required, matrons to service all lavatories.

PEST CONTROL

The public spaces throughout the Building shall be kept under pest control treatment as required, including all elevator pits.

WINDOWS

Clean interior window surfaces four (4) times each year.

Clean exterior window surfaces four (4) times each year, weather permitting.

The foregoing cleaning specifications are subject to change by Landlord from time to time in accordance with the provisions of such cleaning service contract as may be in effect at the Building from time to time, except that the level of cleaning may not be materially reduced.

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EXHIBIT C

BUILDING STANDARD

All Alterations shall comply with the following, unless Landlord expressly provides otherwise in writing:

GENERAL:

Any Tenant (full floor or partial) may not utilize any of the base Building closets.

No trenching or punch-through of the slab or ceiling shall be allowed.

PARTITIONS:

Dry wall partitions shall consist of one (1) layer of 518 inch sheetrock extending to the underside of the hung ceiling on each side of 2-112 inch metal studs which will be at 16 inch centers. Partitions shall be spackled and taped for painting. Partitions ending at the exterior wall of the Building shall meet a column or a mullion and where a pocket is created it shall not exceed a depth of 1 foot 0 inches from center-line of mullion to center-line of wall.

Dry wall demising partitions on multi-tenant floors shall consist of two (2) layers of 518 inch sheetrock on each side of 2-112 inch metal studs at 16 inch centers. All studs and sheetrock shall extend to the underside of the structure above.

Drywall demising partitions shall be sound isolated with sound attenuation blanket between the two (2) skins of sheetrock.

Transfer ducts within the ceiling plenum shall be provided in demising partitions to achieve return air design requirements; fire smoke dampers shall be provided on the transfer duct to activate in an emergency condition as required by code.

Demising partitions shall be spackled and taped for painting on both sides.

DOORS AND FRAMES:

Single doors shall be 8 foot 10 inches high (in carpeted spaces), 3 foot 0 inches wide, stain grade solid core wood veneer doors supplied with sixteen (16) gauge welded hollow metal frames. All frames and doors shall be prepared to accept Building standard hardware.

Entry double doors shall be 8 foot 10 inches high (in carpeted areas), 6 foot 0 inches wide, stain grade solid core wood veneer doors supplied with sixteen (16) gauge welded hollow metal frames and shall be fire- rated as per New York City Building Code requirements.

HARDWARE:

All interior doors shall be fitted with heavy duty lever handle latch sets, two (2) pairs of butt hinges and floor or wall stop.

Entry double doors shall be fitted with Yale closure and mortise lock set to be keyed to Building master keying system. Four (4) silencers shall be provided on all doors. Where interior doors are fitted with a lock set, same shall also be Yale-type keyed to the Building master keying system.

CEILING:

The ceiling within the Tenant’s Premises shall consist of a suspended acoustic 2 foot x 2 foot tile in an exposed Donn Fineline grid system color flat white with a 9/16” grid and 114” center reveal with Eclipse (Firecode) DXLF-29 ceiling tile. The finished ceiling height shall be at least 9 foot 0 inches from the top of the concrete slab to the underside of the suspended ceiling.

Tenant’s Premises, in any public corridor, shall consist of a similar ceiling system to 4(a) above or a sheetrock ceiling as approved by Landlord. The finished minimum ceiling height shall be at least 9 foot 0 inches from the top of the concrete slab to the underside of the suspended ceiling excluding breaks, fossit, etc.

WINDOW TREATMENT:

Building standard blinds shall be installed in all windows. Building standard is Sol-R-Shade shading system with Phifer Sheerweave Style 2000 Color 406 Bone Platinum.

PAINTING AND WALL COVERING:

All metal surfaces (except as specified in (b) below) shall be finished with one (1) coat of primer and two (2) coats of Benjamin Moore or equivalent alkyd paint.

No treatment (including paint, wall covering or other material) shall be applied to external window mullions.

LIGHTING FIXTURES:

Building standard lighting fixtures comprising 2 foot x 2 foot, two (2) tube recessed parabolic fluorescent lighting fixture with return air slots. Additionally, recessed down lights are also permitted.

TELEPHONE OUTLETS:

Telephone outlets shall be installed in the ceiling high dry wall partitions. Telephone outlets shall have empty electrical metallic tubing

installed up to the ceiling plenum inside the partition. Any wiring installed in the ceiling plenum shall be teflon covered wire.

All telephone wiring shall meet New York City Building Code and not conflict with any construction being done by Landlord; and be performed by telephone contractors who use installers approved by the local building trade unions having jurisdiction over the Building.

No outlets may be installed in the perimeter heating enclosures and no wiring shall be run through the perimeter heating enclosures.

HVAC:

All thermostats shall be manufactured by Powers & yrs.

Supplementary condenser water piping shall be installed such that an additional “take-off’ and “drain” valve is installed adjacent to the supply return riser in new piping.

All VAV boxes shall be Tempmaster.

On multi-tenant floors, where a supply air duct remains to be shared by a future tenant, each Tenant shall provide an accessible duct tap for future tenant connection.

All supplemental and twenty-four (24) hour air conditioning units shall be connected to the base Building control system for shutdown in an emergency condition.

10.

ELECTRICAL:

All Tenant electrical installations shall provide appropriate load shedding devices to link with the standby power generation system. Additionally, physical locations of new Tenant equipment (such as panels, transformers, meters, switches, etc.) shall be coordinated with the standby power generation system requirements.

11.

PLUMBING:

No water or sewer lines in the ceiling of another tenant or future tenant is permitted.

On multi-tenant floors, each Tenant shall provide an accessible sprinkler tap for future tenant connection.

12.

SIGNAGE:

Tenant shall install at the specified locations permanent core signage (approximately twelve (12) signs) supplied by Landlord.

On multi-tenant floors, Landlord shall supply and install Building standard signage at Tenant’s expense.

Exhibit 10.9

TABLE OF CONTENTS


1.	DEMISE. PREMISES. TERM. RENT. LANDLORD’S WORK	1

2.	USE AND OCCUPANCY	4

3.	ALTERATIONS	5

4.	REPAIRS - FLOOR LOAD	9

5.	WINDOW CLEANING	10

6.	REQUIREMENTS OF LAW	11

7.	SUBORDINATION	12

8.	RULES AND REGULATIONS	14

9.	INSURANCE	14

	A. Tenant’s Insurance	14

	B. Tenant’s Improvement Insurance	16

	C. Waiver of Subrogation	16

	D. Landlord’s Insurance	16

10.	DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE	16

11.	EMINENT DOMAIN	19

12.	ASSIGNMENT AND SUBLETTING	20

13.	CONDITION OF THE PREMISES	28

14.	ACCESS TO PREMISES	28

15.	CERTIFICATE OF OCCUPANCY	30

16.	LANDLORD’S LIABILITY	30

17.	DEFAULT	31

18.	REMEDIES AND DAMAGES	33

19.	FEES AND EXPENSES	35

	A. Curing Tenant’s Defaults	35

	B. Late Charges	36

20.	NO REPRESENTATIONS BY LANDLORD; CONSENTS AND APPROVALS	36

21.	END OF TERM	37

22.	QUIET ENJOYMENT	38

23.	FAILURE TO GIVE POSSESSION	38

24.	NO WAIVER; MERGER; NO ORAL MODIFICATIONS	38

25.	WAIVER OF TRIAL BY JURY	39


26.	INABILITY TO PERFORM	39

27.	BILLS AND NOTICES	40

28.	ESCALATION	41

29.	SERVICES	56

	A. Elevator	56

	B. Heating	56

	C. Cooling	57

	D. After Hours and Additional Services	57

	E. Cleaning	58

	F. Sprinkler System	59

	G. Water	59

	H. Security	60

	I. Electricity Service	60

	J. Building Directory	61

	K. Cafeteria	62

	L. Interruption of Services	62

30.	PARTNERSHIP TENANT	62

31.	VAULT SPACE	63

32.	[INTENTIONALLY DELETED]	63

33.	CAPTIONS	63

34.	ADDITIONAL DEFINITIONS	64

35.	PARTIES BOUND	64

36.	BROKERAGE	64

37.	INDEMNITY	64

38.	ADJACENT EXCAVATION SHORING	65

39.	MISCELLANEOUS	65

	A. No Offer	65

	B. Certificates	65

	C. Authority	66

	D. Signage	66

	E. Rules	67

	F. Landlord’s Withholding of Consent	67

40.	Intentionally Deleted	67

41.	Landlord’s Work; Tenant’s Work; Tenant Allowances	67

42.	Guaranty	68



Exhibit 1		Floor Plan of Premises

Exhibit 2		Landlord’s Work

Exhibit 3		Guaranty of Lease

Schedule A		Rules and Regulations

Schedule B		Cleaning Specifications

Schedule C		HVAC Specifications

Schedule D		Current Overtime Service Rates

AGREEMENT OF LEASE, made as of this 8 ^th day of July, 1998, between CBS BROADCASTING INC., a New York corporation, having an office at 51 West 52 ^nd Street, New York, New York 10019 (hereinafter called “Landlord”) and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation, having an office at 1831 Michael Faraday Drive, Reston, Virginia 20190 (hereinafter called “Tenant”).

WITNESSETH:

The parties hereto, for themselves, their successors and assigns, hereby covenant as follows:

1. DEMISE, PREMISES. TERM. RENT. LANDLORD’S WORK.

A. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the eighteenth floor (18th), comprised of approximately 22,190 square feet, as more particularly shown hatched on Exhibit 1 annexed hereto and made a part hereof (hereinafter called the “Eighteenth Floor Premises”) in the building known as 51 West 52nd Street, in the Borough of Manhattan, County, City and State of New York (said building is hereinafter called the “Building” and the Building, together with the plot of land upon which it stands, is hereinafter called the “Real Property”) for a term (hereinafter called the “Term”) to commence on the Commencement Date (hereinafter defined) and to end the Expiration Date (hereinafter defined) both dates inclusive unless the Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law, at the Fixed Rent (hereinafter defined) plus all other amounts payable by Tenant under this Lease (including without limitation, the escalations payable under Article 28 hereof) (all such other amounts, whether or not expressly referred to as Additional Rent herein, shall hereinafter be referred to collectively as the “Additional Rent”). In addition, the Premises shall be increased by the addition of the seventeenth floor (17th) comprised of approximately 22,190 rentable square feet, as more particularly shown in Exhibit 1 (the “Seventeenth Floor Premises”) on the “Seventeenth Floor commencement Date” (hereinafter defined) upon the terms hereof, except as specifically provided to the contrary herein. (The Eighteenth Floor Premises and Seventeenth Floor Premises are jointly referred to herein as the “Premises”). Tenant agrees to pay all Rent in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, and in the case of Fixed Rent in equal monthly installments, in advance, commencing on the Rent Commencement Date (hereinafter defined) and on the first (1 ^st ) day of each calendar month

thereafter during the Term (except as hereinafter otherwise provided), and, in the case of Additional Rent, on such dates as is required hereunder, in either case at the office of Landlord or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever except as provided to the contrary in this Lease. If the Rent Commencement Date shall occur on a date other than the first (1 ^st ) day of any calendar month, Tenant shall pay to Landlord, on such date, an amount equal to such proportion of an equal monthly installment of Fixed Rent as the number of days from and including the Rent Commencement Date to the end of such month bears to the total number of days in said calendar month.

B. The defined terms contained in this subsection B of this Article 1 shall have the meanings hereinafter set forth:

(i) “Commencement Date” shall mean the date upon which Landlord’s Work (hereinafter defined) in the Eighteenth Floor Premises shall have been substantially completed and such premises are tendered to Tenant vacant and broom clean, Landlord’s Work shall be deemed to have been substantially completed notwithstanding that minor or insubstantial details of construction or decoration remain to be performed, provided that the non-completion of such items does not interfere with or delay Tenant’s completion of Tenant’s Work or Tenant’s enjoyment of the entire Premises. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises were in good and satisfactory condition and that Landlord’s Work was substantially completed except for hidden or latent defects. Landlord has substantially completed the Eighteenth Floor Premises as of execution hereof. Notwithstanding the foregoing, should Landlord fail to substantially complete Landlord’s Work and tender such premises vacant and broom clean, by September 1, 1998, then there shall be a rent abatement of two (2) days for each day after September 1, 1998 the Eighteenth Floor Premises is not substantially completed and delivered to Tenant vacant and broom clean.

(ii) “Seventeenth Floor Commencement Date” shall be that date when Landlord substantially completes Landlord’s Work, in and tenders to Tenant (in each case in accord with the requirements of Section lB) (i) above) the Seventeenth Floor Premises, which date shall be no earlier than eighteen (18) months nor no later than twenty-four (24) months after the Commencement Date. Notwithstanding the foregoing, should Landlord be unable to substantially complete and tender such premises to Tenant vacant and broom clean within twenty-four (24) months after the Commencement Date, there shall be a rent abatement with regard to such Premises of two (2) days for each day thereafter that the Seventeenth Floor Premises are not substantially completed.

(iii) “Expiration Date” shall mean the last day of the month in which the tenth (10 ^th ) anniversary of the Commencement Date occurs.

(iv) “Lease Year” shall mean as applicable:

(i) the period commencing on the Commencement Date and ending on the last day of the month in which the first anniversary of the Commencement Date occurs, (ii) the 12 month period commencing on the day following the expiration if the first Lease Year described in (i) above, and (iii) each successive 12 month period thereafter to and including the Expiration Date.

(v) “Fixed Rent” shall mean the following:


Floor	Period	Square Footage	Rate	Annual Rent		Monthly Rent
18	From Rent Commencement Date until the end of the fifth Lease Year	22,190	53.00	$	1,176,070	$	98,005.83
17	From Seventeenth Floor Rent Commencement Date until the end of the fifth Lease Year	22,190	53.00	$	1,176,070	$	98,005.83
18 and 17	From the first day of the sixth Lease Year until the last day of the tenth Lease Year	44,380	58.00	$	2,574,040	$	214,503.33

(vi) “Rent Commencement Date” shall mean 289 days from the Commencement Date.

(vii) “Seventeenth Floor Rent Commencement Date” shall be that date which is the number of days after the Seventeenth Floor Commencement Date derived by multiplying 289 days by a fraction, the numerator of which is the number of days from the Seventeenth Floor Commencement Date until the Expiration Date and the denominator of which is the number of days from the Commencement Date until the Expiration Date.

(viii) “Permitted Uses” shall mean use of the Premises for executive and administrative offices and/or for institutional seminars and/or computer training for instructors and information systems professionals and for no other purposes. In all cases such use shall conform to the Certificate of Occupancy for the Building.

(ix) “Base Tax Year” shall mean July 1, 1998 through June 30, 1999.

(x) “Base Operating Expenses” shall mean Operating Expenses (as hereinafter defined) incurred in calendar year 1999.

(xi) “Tenant’s Proportionate Share” shall mean the percentages described in Section 28.1.5.

(xii) “Hazardous Substances” shall mean, collectively, any pollutant, contaminant, flammable, explosive, radioactive material, hazardous waste, toxic substance or related material and any other substance or material defined or designated as a hazardous or toxic substance, material or waste by any Requirement (as hereinafter defined) or the removal of which is required, or the manufacture, use, maintenance, storage, ownership or handling of which is restricted, prohibited, regulated or penalized by any Requirement.

(xiii) “Additional Rent” shall mean any cost or expense which Tenant shall owe or be required to pay Landlord other than Fixed Rent pursuant to the terms hereof (including but not limited to Tenant’s proportionate share of Taxes and Operating Expenses.

(xiv) “Rent” shall mean the Fixed Rent and the Additional Rent, collectively, including any increases thereof pursuant to the terms hereof.

C. Landlord shall, at its sole cost and expense, perform the work described on Exhibit 2 attached hereto and made a part hereof (“Landlord’s Work”) in a good and workmanlike manner and in compliance with all applicable laws, rules and regulations.

D. In the event of a delay in the Commencement Date or Seventeenth Floor Rent Commencement Date, the only remedy for Tenant shall be the additional rent abatement(s) and commensurate delay in the Rent Commencement Date or the Seventeenth Floor Rent Commencement Date described in Sections l(B)(i) and l(B)(ii) and the right to equitable relief to enforce Landlord to perform Landlord’s Work and deliver the Premises (vacant and broom clean) to Tenant.

2. USE AND OCCUPANCY.

A. Tenant shall use and occupy the Premises for the Permitted Uses, and for no other purpose.

B. Anything contained herein to the contrary notwithstanding, Tenant shall not use the Premises or any part thereof. or permit the Premises or any part thereof to be used, (i) for the business of photographic, multilith or multigraph reproductions or offset printing, (ii) for a banking, trust company, depository, guarantee or safe deposit business, (iii) as a savings bank, a savings and loan association, or as a loan company, (iv) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (v) as a “retail” stock broker’s or dealer’s office which shall be open to the general public (except pursuant to prior appointment), (vi) as a restaurant or bar or for the sale of confectionery, soda,

beverages, sandwiches. ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency, labor union office, physician’s or dentist’s office or for rendition of any other diagnostic or therapeutic services, dance or music studio, school (except as specifically permitted herein), (ix) as a barber shop, beauty salon or manicure shop, (x) for the direct sale, at retail, of any goods or products, (xi) for a public stenographer, typist or telephone or telegraph agency, telephone or secretarial service for the public at large, (xii) for a messenger service for the public at large, (xiii) gambling or gaming activities, obscene or pornographic purposes or any sort of commercial sex establishment, (xiv) for the possession, storage, manufacture or sale of alcohol, drugs or narcotics or for any other unlawful purpose (nothing herein shall, however, prohibit use of alcohol at Tenant receptions, provided such use is in compliance with all applicable laws, rules, regulations and ordinances), (xv) for the conduct of a public auction, or (xvi) for the offices or business of any federal, state, or municipal agency or any agency of any foreign government. Nothing in this subsection B shall preclude Tenant from using any part of the Premises for photographic, multilith or multigraph reproductions in connection with, either directly or indirectly, its own business and/or activities or as an administrative office for those uses described in Subsections (i)-(vii) of this Section 2(B), provided it is not open to the general public and is otherwise in compliance with all applicable laws, rules, regulations and ordinances and all other provisions of this Lease and is in conformance with the Certificate of Occupancy for the Building.

3. ALTERATIONS.

A. Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Premises (hereinafter collectively called “Alterations”) without Landlord’s prior written consent. Landlord agrees not to withhold, condition or delay unreasonably its consent or approval to any Alterations which do not affect the structural elements of the Building and which do not affect the Building’s mechanical, electrical, sanitary, sewer, plumbing or other Building systems other than to a de minimis extent, proposed to be made by Tenant to adapt the Premises for those business purposes permitted by subsection A of Article 2 hereof, provided that such Alterations are performed only by fully bonded (i.e., with full performance and completion bonds) contractors or mechanics approved by Landlord (which approval shall not be unreasonably withheld conditioned or delayed), do not affect any part of the Building other than the Premises, do not adversely affect any service required to be famished by Landlord to Tenant or to any other tenant

or occupant of the Building and do not reduce the value or utility of the Building. Notwithstanding the foregoing, no Landlord consent shall be required for any non-structural alteration improvement or installation which does not affect any building system and in each case is either purely decorative (i.e., carpeting) or costs no more than $100,000. Tenant must nevertheless notify Landlord before performing such work and otherwise comply with all other applicable provisions of this Article 3 and this Lease. All Alterations shall be done at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate pursuant to the conditions for Alterations prescribed by Landlord for the Premises. All furniture, furnishings and movable fixtures and removable partitions installed by Tenant must be removed from the Premises by Tenant, at Tenant’s expense, on or prior to the Expiration Date. All Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, may, at Tenant’s election, upon the Expiration Date or earlier end of the Term or any renewal thereof, be removed from the Premises by Tenant, except in the case of structural alteration and/or floor penetration of the Building (e.g., added internal staircases) which shall be removed by Tenant on or prior to the Expiration Date, at Tenant’s expense. Tenant shall repair and restore in a good and workmanlike manner to Building standard original condition (reasonable wear and tear excepted) any damage to the Premises or the Building caused by such removal. Any of such fixtures or installations not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall become the property of Landlord, and shall remain upon and be surrendered with the Premises as part thereof at the end of the Term, but nothing herein shall be deemed to relieve Tenant of responsibility for the cost of removal of any such fixtures or installations which Tenant is obligated to remove hereunder. Anything contained herein to the contrary notwithstanding, in the event Landlord shall elect to have Tenant remove any mechanical or other equipment installed by Tenant within the Premises containing chlorofluorocarbons (CFC’s) or other Hazardous Substances, the removal, of such equipment shall conform with all Requirements and industry practices. Additionally, any such removal shall be done by contractors approved by Landlord (which approval shall not be unreasonably withheld, delayed or conditioned) and subject to the procedures to which Landlord’s consent shall have previously been obtained (which consent shall not be unreasonably withheld, delayed or conditioned). Subject to the requirements and limitations of Section 3(D) below, Tenant shall indemnify and hold Landlord harmless from any liability or damages resulting from any contamination within the Building, as a result of the removal of any of the aforesaid equipment containing CFC’s or other Hazardous Substances by Tenant.

B. Prior to making any Alterations, Tenant (i) shall, if in accord with general industry standards, submit to Landlord or to a consultant appointed by Landlord (“Landlord’s Consultant”) applicable detailed plans and specifications (including layout, architectural, mechanical and structural drawings stamped by a professional engineer or architect licensed in the State of New York) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications which shall not be unreasonably withheld, delayed or conditioned, (ii) shall pay to Landlord all reasonable and necessary costs and expenses incurred by Landlord (including the cost of Landlord’s Consultant) in connection with Landlord’s review of Tenant’s plans and specifications, provided that with regard to any internal costs incurred by Landlord, the charge to Tenant shall be limited to the reasonable charge of an independent contractor, and further provided no costs shall be payable for Tenant’s Initial Improvements (as described in Article 41, (iii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies, and (iv) shall furnish to Landlord duplicate original policies of workers’ compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord in accord with industry standard may reasonably require naming Landlord, and its agents as additional insureds. Upon notice to Tenant, Landlord or Landlord’s Consultant may assume responsibility, at Tenant’s expense, to file all plans and obtain the necessary building permits, provided Landlord acts with due diligence and by taking such action Landlord does not unreasonably delay commencement of such work or increase the cost of such work. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration, including the “as-built” drawings, as applicable, showing such Alterations, required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof. A11 Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined) and in accordance with all Requirements (including, without limitation, the Americans Disabilities Act, including but not limited to the accessibility provisions thereof); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and of quality in keeping with the construction and maintenance of the Building; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security, agreement. In the event any Alterations are performed by Landlord or any agent, employee or affiliate thereof, at the request of Tenant, the failure by Tenant to pay the cost of such Alterations within thirty (30) days of

rendition of a bill therefor shall be deemed a material default under this Lease. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within thirty (30) days of notice to Tenant by Landlord or the lienor, at Tenant’s expense, by payment or filing the bond required by law. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor. mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s reasonable discretion, such employment will upset the labor harmony in the Building or will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.

C. All Alterations performed by Tenant and the contractors and subcontractors performing them shall be subject to Landlord’s reasonable supervision, in keeping with industry standards. There will be no charge to Tenant for such supervision and Landlord’s overhead connected therewith, except for standard Building charges (as hereinafter set forth) for the use of any Building service or facility (e.g., non-operating hours freight elevator use, after hours HVAC etc., as hereinafter described) or for any overtime costs incurred by Landlord at Tenant’s request or because of Tenant’s overtime work. Building freight elevators will be available to Tenant and its contractors on a non-exclusive first come first served basis.

D. Notwithstanding any approval by Landlord of any Tenant Alteration and any contractor performing such work or the supervision by Landlord of such work, Tenant, subject to the following provisions of this paragraph, shall indemnify and hold Landlord harmless from any claim, demand or liability from any such contractor (in addition to and not in derogation of the bonding and insurance requirements in Section 3 A) or in any way arising from or relating to such Alteration. If any claim, action or proceeding is made or brought against Landlord, then, upon giving prompt notice thereof and upon demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in Landlord’s name (only if necessary), by attorneys approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Attorneys for Tenant’s insurer shall hereby be deemed approved for purposes of this Section unless they have a conflict of interest. Notwithstanding anything herein contained to the contrary, Tenant may settle any claim, suit or other proceeding provided that (a) such settlement shall involve no obligation on the part of Landlord other than the payment of money, (b) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant at the

time such settlement is reached, (c) such settlement shall not require Landlord to admit any liability, and (d) Landlord shall have received an unconditional release from all other parties to such claim, suit, other proceeding or from any other actual or potential claim, litigation or action in any way related to the subject matter of the claim being settled. Landlord agrees to (x) reasonably cooperate with Tenant and its counsel, provided Tenant bears any and all costs relating thereto and (y) executes any and all releases and other documents determined by Tenant and its counsel as necessary to compromise or settle any claim that Tenant is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article and not in derogation of the rights of Landlord hereunder.

4. REPAIRS - FLOOR LOAD . Landlord shall maintain and repair the systems and structure of the Building and maintain and repair the public portions of the Building, both exterior and interior, in conformance with standards applicable to first-class office buildings of comparable age and quality in mid-town Manhattan. Tenant shall, throughout the Term, take good care of the Premises and the fixtures and appurtenances therein and at Tenant’s sole cost and expense, make all nonstructural repairs thereto as and when needed to preserve them in good working order and condition, reasonable wear and tear and damage by fire or other insurable casualty excepted. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, whether requiring structural or nonstructural repairs, caused by or resulting from carelessness, neglect or improper conduct or omission of or Alterations made by Tenant, Tenant’s servants, employees, contractors, agents, visitors, invitees or licensee shall be repaired promptly by Tenant, at its sole cost and expense, to the satisfaction of Landlord. Tenant also shall repair all damage to the Building and the Premises caused by the moving of Tenant’s fixtures, furniture or equipment. All the aforesaid repairs shall be of quality and class equal to the original work or construction and shall be made in accordance with the provisions of Article 3 hereof. If Tenant fails after ten (10) days’ notice to proceed with due diligence to make repairs required to be made by Tenant hereunder, the same may be made by Landlord, at the expense of Tenant, and the expenses thereof incurred by Landlord (which are reasonable in amount, reasonably necessary and actually paid to third parties or if made by in-house employees or contractors, the charge therefore is no greater than the charge allowed hereunder for third party contractors) shall be collectible by Landlord as Additional Rent after rendition of a bill or statement therefor. Tenant shall give Landlord prompt notice of any defective condition in any plumbing, electrical, air-cooling or heating system located in, servicing or passing through the Premises and Landlord shall repair such condition or

defect or replace the damaged component at its expense, unless the need for such repair or replacement arises from the improper act or omission of Tenant, in which case Landlord shall perform the work at Tenant’s expense. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by Requirements. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration. noise and annoyance. Except as expressly provided in Article 10 hereof, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building, or the Premises, or in or to fixtures, appurtenances, or equipment thereof. Notwithstanding the foregoing, Landlord shall use reasonable efforts to minimize any disruption to Tenant’s use or occupancy of the Premises. Landlord shall give prior oral notice to Tenant before entering the Premises to make any repairs, alterations, additions or improvements (except in case of emergency, when no notice is required) so that if Tenant desires, it can have a representative present. To the extent any non-emergency repair, alteration, addition or improvement by Landlord would materially interfere with Tenant’s use of the Premises during working hours, Landlord shall perform such work during non-working hours and bear the cost of any necessary overtime or premium pay rates. Landlord shall also be responsible to clean up any debris or waste each night after it is performing such work and upon completion, restore the Premises and Tenant’s Property to condition in which it existed prior to such work except to the extent changed by the work performed by Landlord. If the Premises be or become infested with vermin, Tenant, at Tenant’s expense, shall cause the same to be exterminated from time to time to the satisfaction of Landlord and shall employ such exterminators and such exterminating company or companies as shall be approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein. All of the requirements and obligations of Tenant with regard to the retention of contractors and mechanics in Article 3 shall apply to any contractors or subcontractors retained by Tenant to effect repairs pursuant to this Article 4.

5. WINDOW CLEANING. Tenant shall not clean, nor require, permit, suffer or allow any window in the Premises to be cleaned, from the outside in violation of Section 202 of the Labor

Law, or any other applicable law, or of the rules of the Board of Standards and Appeals, if any, or of any other board or body having or asserting jurisdiction.

6. REQUIREMENTS OF LAW. Tenant, at its sole expense, shall comply with all present and future laws, statutes, rules, ordinances. orders, directives, requirements, codes and regulations of federal, state, county and municipal authorities, departments, bureaus, boards, agencies, commissions and other sub-divisions thereof, and of any official thereof and any other governmental and quasi-public authority and all rules, orders, regulations or requirements of the New York Board of Fire Underwriters, or any other similar body (collectively, “Requirements”) which shall now or hereafter impose any violation, order or duty upon Landlord or Tenant with respect to the Premises as a result of the use or occupation thereof by Tenant for any purpose other than the Permitted Uses or the conduct by Tenant of its business in the Premises in a manner different from the ordinary and proper conduct of such business. Notwithstanding the foregoing, Tenant, at its expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any violation, notice or contest with regard to such Requirements affecting the Premises, provided that (a) Landlord shall not be subject to prosecution for any crime; (b) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; (c) Tenant shall keep Landlord regularly advised as to the status of such proceedings; and (d) subject to the limitations and conditions of Section 3(D), Tenant shall indemnify and hold Landlord harmless from any demand, complaint, liability, cost or expense arising from or relating to Tenant’s violation of or failure to comply with such Requirement at any time or the failure of Tenant’s contest. Landlord shall be responsible for compliance with all Requirements as they apply to common areas and building systems and to the Premises (to the extent that Tenant has no obligation therefor). Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with any insurance policies covering the Building and fixtures and property therein (it being understood that the Permitted Uses will not be such a violation); and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein as that is not now or hereafter prohibited by the New York City Fire Department, New York Board Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of storage as not to

increase the rate for fire insurance applicable to the Building, or use the Premises in a manner which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. Landlord shall be responsible for compliance with all Requirements and all insurance policies as they relate to the common areas and building systems and to the Premises (to the extent that Tenant has no obligation therefore). Any work or installations made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to this Article shall be made in conformity with, and subject to the provisions of, Article 3 hereof. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as Additional Rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure of use by Tenant, and shall make such reimbursement upon the first day of the month following at least ten (10) days prior notice that Landlord has made such outlay. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rate then applicable to the Premises.

7. SUBORDINATION.

A. This Lease shall be subject and subordinate to each and every ground or underlying lease of the Real Property or the Building heretofore or hereafter made by Landlord (collectively, the “Superior Leases”) and to each and every trust indenture or mortgage (collectively, the “Mortgages”) which may now or hereafter affect the Real Property, the Building or any such Superior Lease and the leasehold interest created thereby, and to all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof or thereto, substitutions therefor and advances made thereunder, provided that as a condition to such subordination, if Tenant is not in default under the terms hereof, beyond any applicable notice or grace period, it receives a non-disturbance agreement from such lessor or mortgagee, as the case may be in each case, protecting all of Tenant’s rights under the Lease so long as it is not in default thereof, beyond any applicable notice or grace period. Notwithstanding the foregoing, provided Tenant is not in default under the terms hereof, beyond any applicable notice or grace period, Landlord shall secure from the holder of any Superior Lease or Mortgage an agreement (in a form which meets industry standards or is otherwise reasonably acceptable to Tenant) that Tenant shall

not be disturbed in its use or occupancy of the Premises and shall be afforded the protection of all of its rights and benefits hereunder. This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any lessor under a Superior Lease, or trustee or mortgagee of a Mortgage superior to the interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall execute promptly any certificate that Landlord may request. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, any lending institution shall request reasonable modifications of this Lease that do not materially increase the obligations or materially and adversely affect the rights of Tenant under this Lease, Tenant covenants to make such modifications.

B. If at any time prior to the expiration of the Term, any Mortgage shall be foreclosed or any Superior Lease shall terminate or be terminated for any reason, Tenant agrees, at the election and upon demand of any owner of the Real Property or the Building, or the lessor under any such Superior Lease, or of any mortgagee in possession of the Real Property or the Building to attornment, from time to time, to any such owner, lessor or mortgagee, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such owner, lessor or mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall agree not to disturb Tenant in its use or occupancy of the Premises under the terms of the Lease as long as Tenant is not in default under the terms thereof. The provisions of this subsection B shall inure to the benefit of any such owner, lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any such Superior Lease, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, lessor or mortgagee, agrees to execute, from time to time, instruments in confirmation of, the foregoing provisions of this subsection B, satisfactory to any such owner, lessor or mortgagee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this subsection B shall be construed to impair any right otherwise exercisable by any such owner, lessor or mortgagee subject to its agreement not to disturb Tenant as long as it is not in default hereunder and to recognize Tenant under all terms of this Lease.

C. Landlord represents and warrants that as of execution hereof, the Building is not subject to any Superior Lease or Mortgage. Nevertheless, if and when it becomes subject to any such Superior Lease and/or Mortgage, all of the terms of Sections (A) and 7 (B) shall apply thereto.

8. RULES AND REGULATIONS . Tenant and Tenant’s servants, employees, contractors, agents. visitors, invitees and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations annexed hereto and made a part hereof as Schedule A (the “Rules and Regulations”), and such other and further reasonable Rules and Regulations as Landlord may from time to time adopt on at least thirty (30) days prior notice, except in case of emergency. Landlord covenants that except with regard to changes in the rules relating to building, security and safety, any changes in rules will not materially change any of Tenant’s rights or obligations hereunder. In case Tenant disputes the reasonableness of any additional Rule or Regulation hereafter made or adopted by Landlord or Landlord’s agents, the parties hereto agree to submit the question of the reasonableness of such Rule or Regulation for decision to the Chairman of the Board of Directors of the Management Division of The Real Estate Board of New York, Inc., or to such impartial person or persons as he may designate, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rule or Regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice in writing upon Landlord within thirty (30) days after receipt by Tenant of written notice of the adoption of any such additional Rule or Regulation. Nothing in this Lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Should Landlord decide, in its absolute discretion to enforce any such rules, it will do so in a uniform manner that does not unreasonably discriminate against Tenant.

9. INSURANCE.

A. Tenant’s Insurance. Tenant shall obtain at its own expense and keep in full force and effect during the Term, a policy of commercial general liability and property damage insurance including broad form contractual liability coverage under which Tenant is named as the insured, and Landlord, Landlord’s managing agent and/or such other designee specified by Landlord from time to time, are named as additional insureds. Such policy shall contain a provision that no act or omission of Tenant shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained as well as a waiver of subrogation or consent to a waiver of right of recovery, whereby the insurer agrees that it will not make any claim against or seek to recover from Landlord for any loss, damage or claim whether or not covered under such policy. Such policy shall also contain a provision that the insurance company will not cancel or refuse to renew

the policy, or change in any material way the nature or extent of the coverage provided by such policy, without first giving Landlord and any other additional insureds at least thirty (30) days’ written notice, which notice shall contain the policy number and the names of the insureds and policy holder. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an aggregate amount of not less than $3,000,000 for injury (or death) and damage to property or such greater amount as Landlord may, from time to time, reasonably require in accord with common practice of building owners or managers of similar buildings in midtown Manhattan. Tenant shall provide to Landlord upon execution of this Lease and at least thirty (30) days prior to the termination of any existing policy, a certificate evidencing the effectiveness of the insurance policies required to be maintained hereunder, and Tenant shall provide Landlord with a complete copy of any such policy upon written request of Landlord. Tenant shall have no right to obtain any of the insurance required hereunder pursuant to a blanket policy covering other properties unless the blanket policy contains an endorsement that names Landlord, Landlord’s managing agent and/or designees specified by Landlord from time to time, as additional insureds, references the Premises, and guarantees a minimum limit available for the Premises equal to the amount of insurance required to be maintained hereunder. Each policy required hereunder shall contain a clause that the policy and the coverage evidenced thereby shall be primary with respect to any policies carried by Landlord, and that any coverage carried by Landlord shall be excess insurance. The limits of the insurance required under this subsection shall not limit the liability of Tenant under this Lease. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of “A” and a financial rating of at least “13”. In the event that Tenant fails to provide Landlord with proof of renewal at least thirty (30) days prior to expiration of any insurance policy or coverage that Tenant is required to maintain hereunder or Landlord receives a notice from any insurer that any insurance policy or coverage which Tenant is required to maintain hereunder will be terminated within thirty (30) days or Tenant otherwise fails to continuously maintain insurance as required by this subsection, Landlord may, upon thirty (30) days’ prior written notice to Tenant, at its option and without relieving Tenant of any obligation hereunder, order such insurance and pay for the same at the expense (which expenses shall be those reasonably incurred, reasonable in amount and reasonably necessary and actually paid to independent third party or at third party rates). Notwithstanding the foregoing, it is understood and agreed that Landlord may take any

reasonable action to provide that the insurance required by this Section 9(A) is continuously maintained by Tenant. In such event, Tenant shall repay the amount expended by Landlord, with interest thereon, as Additional Rent immediately upon Landlord’s written demand therefor.

B. Tenant’s Improvement Insurance. Tenant shall also maintain at its own expense during the Term a policy against fire and other casualty on the non-standard construction within the Premises and Tenant property and improvements, including without limitation, all furniture, fixtures, personal property and inventory located in the Premises on an “all-risk” form sufficient to provide 100% replacement value of such personal property, which policy shall otherwise comply with the provisions of subsections A and C of this Article 9. Tenant shall also maintain at its own expense during the Term a policy of workers’ compensation insurance providing statutory benefits for Tenant’s employees and employer’s liability.

C. Waiver of Subrogation. The parties hereto shall procure an appropriate clause in, or endorsement on, any “all-risk” property insurance covering the Premises and the Building, as well as personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery, and each party hereby agrees that it will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards coverable by broadest form of all-risk insurance. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party shall pay the same. It is expressly understood and agreed that Landlord will not carry insurance on Tenant’s fixtures, furnishings, equipment or other property or effects or insurance against interruption of Tenant’s business.

D. Landlord’s Insurance. Landlord shall throughout the term hereof maintain such policy(ies) of property damage insurance as a prudent owner of the Building or Real Property would maintain.

10. DESTRUCTION OF THE PREMISES: PROPERTY LOSS OR DAMAGE.

A. If the Premises (or any common area of the Building necessary for Tenant’s access to or use of the Premises) shall be damaged by fire or other casualty, and in such case as the casualty is limited to the Premises, if Tenant shall give prompt notice thereof to Landlord, the damages shall be repaired by and at the expense of Landlord. Until such repairs shall be made, the Fixed Rent, Tenant’s Proportionate Share of Taxes and Operating Expenses shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant bears to the

total area of the Premises, provided, however, should Tenant reoccupy a portion of the Premises for the conduct of its business prior to the date such repairs are made, the Fixed Rent, Tenant’s Proportionate Share of Taxes and Operating Expenses shall be reinstated with respect to such reoccupied portion of the Premises and shall be payable by Tenant from the date of such occupancy. Landlord shall have no obligation to repair any damage to, or to replace, any Alterations made by Tenant or any fixtures, furniture, furnishings, equipment or other property or effects of Tenant. Notwithstanding the foregoing, in such case as the Premises alone, without material damage to remainder of the Building, suffers a casualty and so much of the Premises (or access to the Premises) is destroyed that Tenant is unable to conduct business therein in a commercially reasonable manner, then should Landlord fail to substantially complete restoration of the Eighteenth (18th) Floor Premises and/or the Seventeenth (17th) Floor Premises to the same condition they were in on their respective Commencement Dates within 120 days of notice to Landlord of such casualty, Tenant may terminate this Lease upon written notice to Landlord given no later than ten (10) days after the expiration of such 120 day period.

B. Anything in subsection A of this Article 10 to the contrary notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord shall decide not to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable) or the Building, after its repair, alteration or restoration shall nor be economically viable as an office building, then in any of such events, Landlord, at Landlord’s option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease, provided the leases for all other tenants in the Building are also terminated. If Landlord elects to terminate this Lease, the Term shall expire upon the tenth (10’) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in the immediately preceding sentence, Tenant’s liability for Rent shall cease as of the day following such damage, provided that Tenant shall remain liable for all Rent which accrued prior to the day following such damage. Should Landlord elect not to terminate the Lease, it shall be responsible to restore the Premises to the condition they were in on the Commencement Date of each floor therein. Should Landlord fail to substantially complete such restoration within one (1) year of the date of the casualty, Tenant may terminate this Lease by written notice to Landlord given no later than thirty (30) days after the expiration of such one (1) year period.

C. The parties agree that this Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and that Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like import now or hereafter in force shall have no application in any such case.

D. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes. appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work. Anything in this Article 10 to the contrary notwithstanding, nothing in this Lease shall be construed to relieve Landlord from responsibility directly to Tenant for any loss or damage caused directly to Tenant wholly or in part by the negligence or willful tort of Landlord. Landlord shall use reasonable efforts to minimize any disruption to Tenant’s use or occupancy of the Premises. Nothing in the foregoing sentence shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 7 hereof in order to recoup for payments made to compensate for losses of third parties. If at any time any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever except Landlord’s own acts, or any of such windows are permanently closed, darkened or bricked-up if required by law or related to any construction upon property adjacent to the Real Property by Landlord or others, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall reimburse and compensate Landlord as Additional Rent within ten (10) days after rendition of a statement for all expenditures made by Landlord, which are reasonable in amount, reasonably necessary and actually paid to third parties or if made by in-house employees or contractors, the charge therefor shall be no greater than the charge allowed for third party contractors, or damages or fines sustained or incurred by, Landlord due to nonperformance or noncompliance with or breach or failure to observe any term, covenant or

condition of this Lease upon Tenant’s part to be kept, observed, performed or complied with, provided that except in case of emergency, Landlord has first given Tenant ten (10) days prior notice and opportunity to cure. Tenant shall give immediate notice to Landlord in case of fire or accident occurring exclusively in the Premises. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent (which shall not be unreasonably withheld, conditioned or delayed). If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger’s License (if such requirement is general industry standard) to do said work, and that all work in connection therewith shall comply with all applicable Requirements, and shall be done during such hours as Landlord may reasonably designate. Except as otherwise covered by Section 9(c), notwithstanding said consent of Landlord, Tenant, in accord with the requirements set forth in Section 3(D), shall indemnify Landlord for, and hold Landlord harmless and free from, damages sustained by persons or property and for any damages or monies paid out by Landlord in settlement of any claims or judgments, as well as for all expenses and attorneys’ fees incurred in connection therewith and all costs incurred in repairing any damage to the Building or appurtenances under this Section 10.

11. EMINENT DOMAIN.

A. If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Real Property shall be so acquired or condemned then, (a) except as hereinafter provided in this subsection A, this Lease and the Term shall continue in force and effect but, if part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and Tenant’s Proportionate Share shall be reduced in the proportion which the area of the part of the Premises acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation; (b) whether or not the Premises shall be affected thereby, but provided Landlord takes the same action with regard to all other leases in the Building, Landlord, at Landlord option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a five (5) days’ notice of termination of this Lease; and (c) if the part of the Real Property so acquired or condemned shall contain such area as makes it unreasonable for Tenant to conduct its business in the remaining area, it being agreed a taking of more than thirty percent (30%) of the total area of the Premises immediately prior to such acquisition or

condemnation or the denial of access making more than thirty percent (30%) of the Premises unusable in a commercially reasonable manner, shall be deemed to make it impractical for Tenant to conduct its business in the Premises or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a five (5) days’ notice of termination of this Lease. If any such five (5) days’ notice of termination is given by Landlord or Tenant this Lease and the Term shall come to an end and expire upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this subsection A, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit. In the event of any termination of this Lease and the Term pursuant to the provisions of this subsection A, the Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Rent for an period after such date shall be refunded by Landlord to Tenant.

B. In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this subsection B shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for the then value of any furniture, furnishings and fixtures installed by and at the expense of Tenant and included in such taking and Tenant’s moving expenses, provided that such award shall not reduce the amount of the award otherwise payable to Landlord.

12. ASSIGNMENT AND SUBLETTING.

A. Except as otherwise set forth in this Article 12, Tenant, for itself, its successors or assigns expressly covenants that it shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, nor sublet, nor underlet, nor suffer, nor permit the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without the prior written consent of Landlord in each instance. If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, undertenant or occupant, and apply the net amount collected to the Rent herein reserved, but no assignment, subletting,

underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, subtenant, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or subletting or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Any assignment, sublease, underletting mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 12 shall be void.

B. If Tenant shall at any time or times during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice thereof to Landlord, which notice shall be accompanied by (i) a conformed or photostatic copy of the proposed draft of the assignment or sublease, the effective or commencement date of which shall be not less than twenty (20) business days nor more than one hundred and eighty (180) days after the giving of such notice, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report, if any, and (iv) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

C. (l) Provided that Tenant is not in default of any of Tenant’s obligations under this Lease (after notice and the expiration of any applicable grace period) as of the time of Landlord’s consent and as of the commencement date of the proposed sublease or assignment, Landlord’s consent to the proposed assignment or sublease or any subsequent assignment or sublease shall not be unreasonably withheld, conditioned or delayed, provided and upon condition that:

(i) in Landlord’s reasonable judgment the proposed subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standards of the Building, (b) is limited to the Permitted Uses and (c) will not violate any negative covenant contained in any other lease of office space in the Building as of the date hereof;

(ii) the proposed subtenant is of character and reputation fitting a first-class office in Midtown Manhattan, and Landlord has been furnished with reasonable proof thereof;

(iii) provided Landlord can otherwise meet the realistic requirements of the proposed Sublessee (which are not formulated or altered to avoid the restriction of this subsection) in the Building, neither (a) the proposed sublessee nor (b) any person which, directly or indirectly controls, is controlled by, or is under common control with, the proposed sublessee, is then an occupant of any part of the Building;

(iv) the proposed sublessee is not a person with whom Landlord is then negotiating to lease space in the Building;

(v) the form of the proposed sublease shall be in form that complies with the applicable provisions of this Article 12;

(vi) there shall not be more than three (3) occupants in any one whole floor within the Premises;

(vii) Tenant shall reimburse Landlord on demand for the reasonable out-of-pocket costs that may be incurred by Landlord in connection with said sublease, including without limitation, the costs of making investigations as to the acceptability of the proposed subtenant, and legal costs incurred in connection with the granting of any requested consent;

(viii) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental (notwithstanding the foregoing, Tenant shall be free to list the availability of the Premises with broker or brokers of its choice);

(ix) the proposed occupancy shall not materially increase the office cleaning requirements or impose a significant extra burden upon services to be supplied by Landlord to Tenant unless Landlord reasonably determines that it can deliver such increased services and Tenant agrees to be responsible for any increased cost relating thereto; and

(x) the proposed subtenant shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.

(2) Each subletting consented to by Landlord shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease.

(3) Notwithstanding any assignment or subletting to any other subtenant, and/or acceptance of Fixed Rent or Additional Rent by Landlord from any assignee or subtenant, Tenant shall and will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any assignee or subtenant or anyone claiming under or through any assignee or subtenant which shall be in violation of any of the obligations of this Lease shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any assignment or subletting consented to by Landlord, no other and further assignment or subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article 12.

(4) If Landlord shall reasonably decline to give its consent to any proposed assignment or sublease, Tenant shall, subject to the limitations and conditions set forth in Paragraph 3(D), indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs, and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

D. In the event that Landlord consents to a proposed assignment or sublease and Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within ninety (90) days after the giving of such consent, then, Tenant shall again be obligated to comply with all of the provisions and conditions of subsection B of this Article 12 before assigning this Lease or subletting all or part of the Premises.

E. With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed that:

(i) no subletting shall be for a term ending later than one (1) day prior to the Expiration Date of this Lease;

(ii) no sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord;

(iii) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination,

re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not, unless expressly consented to by it, (a) be liable for any previous act or omission of Tenant under such sublease, (b) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (c) be bound by any previous modification of such sublease or by any previous prepayment of more than one (1) month’s Fixed Rent.

F. If the Landlord shall give its consent to any assignment of this Lease or to any sublease or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall in consideration therefor, pay to Landlord, as Additional Rent:

(i) In the case of an assignment, an amount equal to 50% of all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undercoated cost thereof determined on the basis of Tenant’s federal income tax returns) less all expenses reasonably and actually incurred by Tenant on account of brokerage commissions, legal fees, advertising costs and other reasonable costs paid to third parties in connection with such assignment; and (ii) In the case of a sublease, an amount equal to 50% of any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns), less all expenses reasonably and actually incurred by Tenant on account of brokerage commissions, legal fees, advertising costs and the cost of demising the premises so sublet in connection with such sublease and all other reasonable costs paid to third parties (including to the subtenant, including without limitation, costs of initial improvements, free rent and other allowances). For the purpose of calculating Landlord’s share of excess Fixed Rent or Additional Rent, all costs incurred by Tenant shall be recovered by Tenant before Landlord is entitled to such fifty percent (50%) in excess of the Fixed Rent. The sums

payable under this subsection F (ii) of this Article 12 shall be paid to Landlord as and when payable by the subtenant to Tenant.

(iii) Notwithstanding subsection 12 (F) (ii), should Tenant sublease any part of the useable area of the eighteenth (18th) floor, Landlord shall be paid any rent or other consideration, in excess of the Fixed Rent and Additional Rent accruing during the term of such sublease.

(iv) Further, notwithstanding subsections 12(F)(ii), should Tenant sublease 50% or less of the useable area of the seventeenth (17th) floor and remain in occupancy of the remainder of the floor, Tenant may retain all rents, additional charges or other consideration received by it as a result of such subletting. Should Tenant sublease more than fifty percent (50%) of such floor or otherwise remain in occupancy of less than 50% of such floor the sublease consideration shall be divided in accord with Subsection 12 (F) (ii).

G. (i) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange (hereinafter referred to as a “public corporation”), the provisions of subsection A of this Article 12 shall apply to a transfer (by one or more transfers) of a majority of the stock of Tenant as if such transfer of a majority of the stock of Tenant were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which all or substantially all of Tenant’s assets are transferred, provided that in any of such events the successor to Tenant at least ten (10) days prior to the effective date of any such transaction provides Landlord with (a) a security deposit of no less than two (2) months Fixed Rent then payable hereunder or (b) proof satisfactory to Landlord that Tenant has a net worth, computed in accordance with generally accepted accounting principles, at least equal to the lesser of (1) the net worth of Tenant immediately prior to such merger, consolidation or transfer, (2) the net worth of Tenant herein named on the date of this Lease or in the alternative to either of the foregoing and without regard to whether it is greater than such net worth valuations or (3) a net worth of $50,000,000.00. Any security deposit payable hereunder shall be in cash or a cash equivalent satisfactory to Landlord and shall be replenished by Tenant should Landlord need to draw upon it because of any Event of Default by Tenant prior to the end of the term hereof. The balance of such security deposit shall be returned promptly to Tenant after termination of this Lease and deduction by Landlord for any cost incurred at the termination of this Lease to make any restoration or repair which is Tenant’s obligation hereunder or to cure any Event of Default then existing.

(ii) If Tenant is a partnership, the provisions of subsection A of this Article 12 shall apply to a transfer (by one or more transfers) of a majority interest in the partnership as if

such transfer were an assignment of this Lease if such transfer is effected solely for the purposes of circumventing the requirements of this Article 12.

(iii) If Tenant is a subdivision, authority, body, agency, instrumentality or other entity created and/or controlled pursuant to the laws of the State of New York or any city, town or village of such state or of federal government (“Governmental Entity”), the provisions of subsection A of this Article 12 shall apply to a transfer (by one or more transfers) of any of Tenant’s rights to use and occupy the Premises, to any other Governmental Entity, as if such transfer of the right of use and occupancy were an assignment of this Lease; but said provisions shall not apply to a transfer of any of Tenant’s rights in and to the Premises to any Governmental Entity which shall replace or succeed to substantially similar public functions, responsibilities, and areas of authority as Tenant, provided that in any of such events the successor Governmental Entity, (a) shall utilize the Premises in a manner substantially similar to Tenant, and (b) shall not utilize the Premises in any manner which, in Landlord’s judgment, would impair the reputation of the Building as a first-class office building.

H . Tenant may, without Landlord’s consent, assign this Lease or sublet all or a part of the Premises or permit the use of any or all of the Premises without a sublease by or to any corporations or other business entities (but not including Governmental Entities) which control, are controlled by, or are under common control with Tenant (herein referred to as “related corporation”) for any of the purposes permitted to Tenant, subject however to compliance with Tenant’s obligations under this Lease (except this Article 12). Notwithstanding the foregoing, Tenant must give Landlord at least thirty (30) days written notice before such assignment, sublet or use. No such assignment or subletting shall relieve, release, impair or discharge any of Tenant’s obligations hereunder and Tenant named herein shall remain jointly and severally liable to Landlord without any suretyship defenses which are hereby waived. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of the voting stock of such corporation or not less than fifty percent (50%) of all of the legal and equitable interest in any other business entities.

I. Any assignment or transfer, whether made with Landlord’s consent pursuant to subsection A of this Article 12 or without Landlord’s consent pursuant to subsection G or H of this Article 12, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in subsection A of this Article 12 shall, notwithstanding such assignment or transfer, continue to be binding

upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable (jointly and severally with the assignee) for the payment of the Fixed Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed without any suretyship defenses which are hereby waived.

J. The Joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time, or modifying any of the obligations of this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease. Notwithstanding the foregoing, Tenant shall not be liable for any obligations of any assignee resulting from any modification of this Lease made after such assignment.

K. The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of the Premises or to the use or occupancy thereof by others. Any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by notice to Tenant.

L. If Landlord shall recover or come into possession of the Premises before the date herein fixed for the termination of this Lease, Landlord shall have the right, at its option, to take over any and all subleases of the Premises or any part thereof made by Tenant and to succeed to all the rights of said subleases or such of them as it may elect to take over. Tenant hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to take over at the time of such recovery of possession, such assignment and transfer not to be effective until the termination of this Lease or re-entry by Landlord hereunder or if Landlord shall otherwise succeed to Tenant’s estate in the Premises, at which time Tenant shall upon request of Landlord, execute, acknowledge and deliver to Landlord such further instruments of assignment and transfer as may be necessary to vest in Landlord the then existing subleases and sublettings, but no such instrument shall be necessary in order to make the terms hereof effective. Every subletting hereunder is subject to the condition (and, by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder or any other succession

by Landlord to Tenant’s estate in the Premises) that such subtenant shall waive any right to surrender possession or to terminate the sublease and, at Landlord’s election, such subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not, unless expressly consented to by Landlord, (i) be liable for any previous act, omission or negligence of Tenant under such sublease, (ii) be subject to any counterclaim, defense or offset not expressly provided for in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification or amendment of such sublease or by any previous prepayment of more than one (1) month’s Fixed Rent which shall be payable as provided in the sublease, or (iv) be obligated to perform any work in the subleased space or the Building or to prepare them for occupancy beyond Landlord’s obligations under this Lease, and the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment, but no such instrument shall be necessary in order to make the terms hereof effective. Each subtenant or licensee of Tenant shall be deemed automatically, upon and as a condition of occupying or using the Premises or any part thereof, to have given a waiver of the type described in and to the extent and upon the other conditions set forth in this Article 12.

13. CONDITION OF THE PREMISES . Tenant agrees, subject to Landlord substantially completing Landlord’s Work in accord with Section l(B)(i) and delivery of Premises vacant and broom clean, to accept possession of the Premises in the condition which they currently exist “as is”, and further agrees that, except for Landlord’s Work and delivery of Premises vacant and broom clean, Landlord shall have no obligation, to perform any work or make any installations or pay any sums in order to prepare the Premises for Tenant’s occupancy.

14. ACCESS TO PREMISES. Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain concealed ducts, pipes and conduits in and through the Premises. Landlord or Landlord’s agents shall have the right upon oral notice to Tenant to enter the Premises at all reasonable times to examine the same, to show them to prospective purchasers, mortgagees or lessees of the Building or space therein, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable to the Premises or to any other portion of the Building or which Landlord may elect to perform following Tenant’s failure after due notice from Landlord to make repairs or perform any work which Tenant is obligated to perform under this Lease, or for the purpose of complying with

Requirements and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and the Rent shall in nowise abate while said decorations, repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. Landlord shall be responsible, however, to clean the Premises from any debris or waste each night after performing such work and upon completion, restore the Premises and Tenant’s property to the condition in which it existed prior to such work, except to the extent changed by such work. During the one (1) year prior to the Expiration Date or the expiration of any renewal or extended term, Landlord may exhibit the Premises to prospective tenants thereof. Except in case of emergency, Landlord shall give Tenant oral notice prior to such entry to the Premises so that Tenant may at its discretion have a representative present. If Tenant shall not be personally present to open and permit an entry into the Premises, at any time, then for any reason an entry therein shall be necessary or permissible, Landlord or Landlord’s agents may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting the obligations and covenants of this Lease. Landlord shall attempt, however, to avoid forcibly entering the Premises except in case of emergency. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever, for the care, supervision or repair of the Building or any part thereof, other than as herein provided. Notwithstanding the foregoing, Landlord shall use reasonable efforts to minimize any disruption to Tenant’s use or occupancy of the Premises created by its entry into the Premises pursuant to this Article 14. To the extent any non-emergency work or work which Landlord is performing because of Tenant’s failure to do so after notice in a timely manner materially interferes with Tenant’s use of the Premises during working hours, Landlord shall perform such work during non-working hours and bear the cost of any overtime of premium pay rates. Landlord also shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known. In addition, Tenant understands and agrees that Landlord may perform substantial renovation work in and to space leased or to be leased to tenants, the public parts of the Building or the mechanical or other systems serving the Building (which work may include the replacement of the building exterior facade and window glass, requiring access to the

same from within the Premises), and that Landlord shall incur no liability to Tenant, nor shall Tenant be entitled to any abatement of Rent on account of any noise, vibration or other disturbance to Tenant’s business at the Premises (provided that Tenant is not denied access to said Premises) which shall arise out of the performance by Landlord of the aforesaid renovations of the Building. Tenant understands and agrees that all parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, core corridor walls, doors and entrances), all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities and systems are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair.

15. CERTIFICATE OF OCCUPANCY . Landlord shall maintain the certificate of occupancy issued for the Building and shall not voluntarily amend it in a manner which materially affects Tenant’s Permitted Use. Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the Premises or for the Building and in the event that any department of the City or State of New York shall hereafter at any time contend and/or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, whether or not such use shall be a Permitted Use, Tenant shall, upon ten (10) days’ written notice from Landlord, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a covenant of this Lease and Landlord shall have the right to terminate this Lease immediately, and in addition thereto shall have the right to exercise any and all rights and privileges and remedies given to Landlord by and pursuant to the provisions of Articles 17 and 18 hereof.

16. LANDLORD’S LIABILITY. The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment (only if the assignee assumes all Landlord’s obligations hereunder) or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building and the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or

between the parties and the purchaser, grantee, assignee or other transferee that such purchaser, grantee, assignee or other transferee has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder. Neither the shareholders, directors nor officers of Landlord, if Landlord is a corporation, nor the partners comprising Landlord (nor any of the shareholders, directors or officers of such partners), if Landlord is a partnership (collectively, the “Parties”), shall be liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and shall not seek any damages against any of the Parties. The liability of Landlord for Landlord’s obligations under this Lease shall not exceed and shall be limited to Landlord’s interest in the Building and the Real Property and the proceeds thereof, and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

17. DEFAULT.

A. The following events shall constitute “Events of Default” under this Lease:

(1) if Tenant shall fail to fully make any payment when due of any installment of Fixed Rent or Additional Rent, and such failure shall continue for a period of ten (10) days after notice by Landlord to Tenant of such default setting forth in bold upper case letters that failure to make full payment within such ten (10) day period shall be an Event of Default; or

(2) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Fixed Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, or shall not thereafter diligently prosecute to completion all steps necessary to remedy such default; or

(3) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted under Article 12 hereof; or

(4) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any

reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s property; or

(5) if, within sixty (60) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied.

Upon the occurrence, at any time during the Term, of any one or more of such Events of Default, Landlord, at any time thereafter prior to such Event of Default being fully cured, at Landlord’s option, may give to Tenant a five (5) days’ notice of termination of this Lease and, in the event such notice is given, this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 18 hereof.

B. If, at any time, (i) Tenant shall be comprised of two (2) or more persons, or Tenant’s obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in clauses (6) and (7) of subsection A of this Article 17, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the tendency of any proceeding of the types referred to in said clauses (6) and (7) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Rent or a waiver on the part of Landlord of any rights under said subsection A.

18. REMEDIES AND DAMAGES.

A. (1) This Lease and the Term shall expire and come to an end as provided in Article 17:

(a) Landlord and its agents and servants may immediately, or at any time after such default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, either by summary proceedings, or by any other applicable action or proceeding (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other persons from the Premises and remove any and all of their property and effects from the Premises; and

(b) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions. and free rent periods, as Landlord, in its sole discretion, may determine. Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect any such liability; Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(2) Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any Requirement to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter”, “re-entry” and “reentered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed, Landlord shall

have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The right to invoke the remedies herein before set forth is cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

B. (1) If this Lease and the Term shall expire and come to an end as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in subsection A of this Article 18, or by or under any summary proceeding or any other action or proceeding, then, in any of said events:

(a) Tenant shall pay to Landlord all Fixed Rent and Additional Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(b) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (referred to as “Deficiency”) between the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of subsection A(1) of this Article 18 for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, or Landlord’s reentry upon the Premises and with such relenting including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting); any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of Rent, Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(c) whether or not Landlord shall have collected any monthly Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies as and for liquidated and agreed final damages, a sum equal to the amount by which the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Premises for the same period, less the aggregate amount of Deficiencies theretofore collected by Landlord pursuant to the provisions of subsection B(l)(b) of this Article 18 for the same period; if, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which

otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(2) If the Premises or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this subsection

B. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Rent reserved in this Lease. Solely for the purposes of this Article 18, the term “Rent” as used in subsection B(l) of this Article 18 shall mean the Fixed Rent and Additional Rent in effect immediately prior to the date upon which this Lease and the Term shall have expired and come to an end, or the date of re-entry upon the Premises by Landlord, as the case may be, adjusted to reflect any increase or decrease pursuant to the provisions of Article 28 hereof for the Comparison Year (as defined in said Article 28) immediately preceding such event. Nothing contained in Article 17 or this Article 18 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in subsection B(l) of this Article 18.

(C) Should a legal action or arbitration be brought by Landlord or Tenant in which an adjudication is tendered, then in each case, the losing party shall reimburse the prevailing party for all reasonable attorneys’ fees and disbursements (and all other court costs or expenses incurred by Tenant in such proceeding).

19. FEES AND EXPENSES.

A. Curing Tenant’s Defaults. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under or by virtue of any of the terms or provisions in any Article of this Lease, Landlord may at any time thereafter on ten (10) days’ notice (or if such default cannot reasonably be cured within ten (10) days, if Tenant fails to commence a cure promptly within such ten (10) day period and diligently pursue it to completion) perform the same for the account of Tenant (except in case of emergency when Landlord may act immediately without notice), and if Landlord makes any reasonable expenditures or incurs any obligations for the payment of money in connection therewith including. but not limited to, reasonable attorneys’ fees and disbursements in instituting,

prosecuting or defending any action or proceeding, such sums paid or obligations incurred with interest (calculated at the Default Rate (as hereinafter defined) from the date incurred until paid by Tenant) and costs shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefor.

B. Late Charges. If Tenant shall fail to make payment of any installment of Fixed Rent or any Additional Rent within fifteen (15) days after the date when such payment is due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent or such Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum based on a rate (the “Default Rate”) equal to the lesser of (i) three percent (3 7%) per annum above the then current prime rate charged by Citibank, N.A. or its successor and (ii) the maximum rate permitted by applicable law, of the amount unpaid computed from the date such payment was due to and including the date of payment.

20. NO REPRESENTATIONS BY LANDLORD; CONSENTS AND APPROVALS.

Landlord or Landlord’s agents have made no representations or promises with respect to the Building, the Real Property, the Premises, or Taxes and Operating Expenses (as such terms are defined in Article 28 hereof) except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent of Landlord or the written approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is given in advance and is set forth in a written instrument executed by Landlord. When in this Lease Landlord’s consent or approval is required and this Lease provides that Landlord’s consent or approval shall not be unreasonably withheld, conditioned or delayed and Landlord shall refuse such consent or approval, or in any instance in which Landlord shall delay its consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

21. END OF TERM.

A. Upon the expiration or other termination of the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean, in good order and condition, ordinary wear and tear and damage by fire or other insurable casualty excepted, and Tenant may remove all of its structural alterations or improvements made by it as well as all of its furniture, furnishings, movable fixtures, removable partitions and other personal property pursuant to Article 3 hereof. Tenant’s obligation to observe or perform this covenant shall survive the expiration or sooner termination of the Term. In addition, the parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be substantial, will exceed the amount of the monthly installments of the Fixed Rent and Additional Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises not surrendered to Landlord within twenty-four (24) hours after the Expiration Date or sooner termination of the Term, in addition to any other rights or remedy Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Premises after the Expiration Date or sooner termination of this Lease, a sum equal to two (2) times the portion of the Fixed Rent which was payable under this Lease during the last month of the Term. Additionally, Tenant shall pay Additional Rent incurred during such hold-over period. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the Expiration Date or sooner termination of this Lease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 21, which provisions shall survive the Expiration Date or sooner termination of this Lease.

B. If Tenant shall hold-over or remain in possession of any portion of the Premises beyond the Expiration Date of this Lease, notwithstanding the acceptance of any Fixed Rent or Additional Rent paid by Tenant pursuant to subsection A above, Tenant shall be subject to summary proceeding. In addition, should such hold-over of any portion of the Premises continue more than three (3) months after the Expiration Date, Tenant shall also be liable for consequential damages arising out of lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant.

22. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease.

23. FAILURE TO GIVE POSSESSION . Except as set forth herein, Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Landlord’s failure to deliver possession of the Premises on the date set forth in Article I hereof for the commencement of the Term. If Landlord shall be unable to give possession of the Premises on such date, and provided Tenant is not responsible for such inability to give possession, the Fixed Rent reserved and covenanted to be paid herein shall be abated as Tenant’s sole and exclusive remedy as set forth in Section l(B), and, except as set forth in Section 1(B), no such failure to give possession on such date shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall same be construed in anywise to extend the Term. If permission is given to Tenant to enter into the possession of the Premises or to occupy premises other than the Premises prior to the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, including the covenant to pay Fixed Rent and Additional Rent.

24. NO WAIVER; MERGER: NO ORAL MODIFICATIONS.

A. No act or thing done by Landlord or Landlord agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have the power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. In the event Tenant at any time desires to have Landlord sublet the Premises for Tenant’s account, Landlord or Landlord’s agents are authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease, and Tenant hereby relieves Landlord of any liability for loss of or damage to any of Tenant’s effects in connection with such subletting. The failure of Landlord or Tenant to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation,

from having all force and effect of an original violation. The payment by Tenant or receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any, such Rules and Regulations. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser or greater amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided and Tenant may pay any amount demanded by Landlord without prejudice to its right to dispute its obligation to make all or any part of such payment.

B. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged in this Lease. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

25. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage, or for the enforcement of any remedy under any statute, emergency or otherwise. It is further mutually agreed that in the event Landlord commences any summary proceeding (whether for nonpayment of Rent or because Tenant continues in possession of the Premises after the expiration or termination of the Lease Term), Tenant will not interpose any counterclaim (except for mandatory or compulsory counterclaims) of whatever nature or description in any such proceeding.

26. INABILITY TO PERFORM. This Lease and the obligations of the parties to perform all of the other covenants and agreements hereunder on the part of each of them to be performed shall

in no way be affected, impaired or excused because one party is unable to fulfill any of its obligations (except any obligation to pay money, including but not limited to Tenant’s obligation to pay Fixed Rent and Additional Rent) under this Lease expressly or impliedly to be performed or because such party is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if such party is prevented or delayed from so doing by reason of strikes or labor troubles or by accident or by any cause whatsoever reasonably beyond such party’s control, including, but not limited to, governmental preemption in connection with a National Emergency or by reason of any Requirement of any federal, state, county or municipal authority or any department or subdivision thereof or any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. Notwithstanding the foregoing, should Tenant be denied use of such a substantial portion of the Premises that it cannot perform its business in the remainder thereof, notwithstanding using all reasonable efforts to consolidate on a temporary basis, for one of the aforesaid reasons through no fault of Tenant for ten (10) consecutive days, Rent shall proportionately abate until use of the Premises is restored to Tenant. If the Premises are completely unavailable for thirty (30) consecutive days, Tenant may terminate the Lease upon written notice to Landlord until such time as use of the Premises is restored. Except as provided in the preceding sentence, nothing herein shall be deemed to excuse Tenant for any reason for payment of Fixed Rent, Additional Rent or any other payment due hereunder.

27. BILLS AND NOTICES. Except as otherwise expressly provided in this Lease, any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease shall be deemed sufficiently given or rendered only if in writing and sent by registered or certified mail (return receipt requested), by recognized overnight carrier (e.g., Federal Express) or by facsimile (provided a confirmation copy is sent by notice method otherwise permitted herein) addressed (a) to Tenant at Learning Tree International, 1831 Michael Faraday Drive, Reston, VA 20190, Attention: Financial Controller, or (b) to Landlord at Landlord’s address set forth in this Lease, Attn: Real Estate Department, with a copy to Landlord at Landlord’s address set forth in this Lease, Attn: General Counsel, or (c) to such other address as either Landlord or Tenant may designate as its new address for such purpose by notice given to the others in accordance with the provisions of this Article 27. Tenant hereby acknowledges and agrees that any such bill, statement, demand, notice, request or other communication may be given by Landlord’s agent on behalf of Landlord and Landlord hereby agrees that any such notice

shall have the same force and effect as if given by Landlord. Upon the request of Tenant, Landlord shall confirm the authority of its agent. Any such bill, statement, demand, notice, request or other communication shall be deemed to have been rendered or given three (3) business days after it shall have been mailed as provided in this Article 27.

28. ESCALATION.

Section 28.1 Definitions. For purposes of this Article 28, the following terms shall have the following meanings:

28.1.1 “Operating Expense Year” shall mean a calendar year in which all or any part of the Term shall fall.

28.1.2 Operating Expenses.

28.1.2.1 “Operating Expenses” for any Operating Expense Year shall mean the aggregate of all costs, expenses and disbursements paid or incurred by Landlord (directly or by way of reimbursement by Landlord to its agents or contractors) with respect to the operation, repair, cleaning, maintenance, management and security of the Building, the Real Property and the adjacent sidewalks, plazas and areas and the loading dock (together, the “Property”).

28.1.2.2 Inclusions. Without in any way limiting the generality of the foregoing, Operating Expenses shall include the following:

(i) salaries, wages, bonuses, and fringe benefits of every kind and nature (including any hospitalization, medical, surgical, Worker’s Compensation, union or general welfare, pension, retirement, disability or life insurance plans and any other benefit or expense that is customary for workers in first-class office buildings) and social security, unemployment and other payroll taxes (collectively, “Labor Costs”) paid or incurred by Landlord (directly or by way of reimbursement by Landlord to its agents or contractors) on account of the employees of Landlord (no higher than the level of building manager) or its agents or contractors engaged in the operation, repair, cleaning, maintenance, management and security of the Property; provided that if any such employees of Landlord or its agents or contractors provide services for more than one building or for property other than the Property, then a prorated portion of the Labor Costs shall be included in Operating Expenses, based on the portion of their working time devoted to the Property;

(ii) The Includable Energy Cost (as defined in Section 28.4); plus the cost of operating the Building Systems; as well as utility taxes, water rates and charges and sewer rental and charges;

(iii) the cost of cleaning (including windows), janitorial, trash removal, security (including uniforms) and other services;

(iv) the cost of all insurance, including Worker’s Compensation, rental, property, casualty, liability and fidelity insurance and the fees and charges of insurance consultants;

(v) the cost of repairs to, and maintenance of, the Property;

(vi) the cost of building and cleaning goods and supplies;

(vii) the cost of machinery, equipment and tools used in the operation, repair, cleaning, maintenance, management and security of the Property, and any sales and use taxes thereon;

(viii) the cost of uniforms and dry cleaning for all guards and other employees of Landlord or its agents or contractors whose job reasonably requires use of a uniform;

(ix) management fees for managing the Property no greater than that payable by similar first class office buildings in Midtown Manhattan; provided, however, that with respect to any Operating Expense Year in which the Property is not managed by an independent unaffiliated management company under a contract (i) not including a leasing agency and (ii) providing for Landlord, not the managing agent, to incur (or reimburse the management company for) all expenses thereunder constituting Operating Expenses, there shall be included in Operating Expenses, in lieu of any management fees otherwise includable, the management fee that would be charged by such a management company under such a contract;

(x) fees and charges payable under service agreements on equipment to the extent that the services furnished thereunder would be includable in Operating Expenses if purchased directly by Landlord or performed by Landlord’s employees (regardless of whether the cost of such equipment itself is includable in Operating Expenses);

(xi) Telephone, telegraph, telecopy (or other telecommunication) costs incurred by Landlord with respect to the operation, repair, cleaning, maintenance, management or security of the Property;

(xii) legal, accounting and professional fees and disbursements incurred in connection with the operation, repair, cleaning, maintenance, management and security of the Property; including, with respect to lawyers employed by Landlord (commonly

known as inside counsel) with respect to time devoted to legal work relating to the operation, repair, cleaning, maintenance, management and security of the Property;

(xiii) fees for and costs of licenses, permits and inspections required in connection with the operation, repair, cleaning, maintenance, management and security of the Property;

(xiv) the cost of landscaping;

(xv) those taxes, duties, charges, levies and assessments that are payable in respect of amounts that are otherwise includable within Operating Expenses and not otherwise included in Taxes or any other provision of this Article 28;

(xvi) all expenses and costs incurred by Landlord as a result of or in order to comply with applicable (a) Insurance Requirements, or (b) laws to the extent in each case enacted after the date hereof and not arising solely as the result of any default of Landlord or Landlord’s negligent or willful acts or omissions;

(xvii) the costs of maintenance of a lobby directory (if and when installed);

(xviii) rent for personal property leased to Landlord, the purchase price of which, if purchased, would be fully includable in Operating Expenses in the year of purchase; and

(xix) any net loss paid or incurred by Landlord for the operation of a cafeteria in the Building; provided, however, that in computing such net loss Landlord may not include as an expense the rental value of the cafeteria premises.

28.1.2.3 Capital Expenditures - Reduction of Operating Expenses. If during any Operating Expense Year Landlord makes any capital expenditure for the purpose of reducing Operating Expenses, then,

(i) such capital expenditure shall be amortized over the expected useful life of the capital improvement, as determined by G.A.A.P., to which such capital expenditure relates, and

(ii) in each of the Operating Expense Years during which such capital expenditure is so amortized, the annual amortization, together with interest charges paid by Landlord thereon or, in the absence of actual interest, imputed interest thereon at the imputed interest rate issued by the U.S. Internal Revenue Service, from time to time in effect (the “Amortization Interest Rate), shall be included in Operating Expenses.

28.1.2.4 Capital Expenditures - Requirements of Law. If during any Operating Expense Year Landlord makes any capital expenditure as a result of or in order to comply with any applicable law becoming effective on or after the date of this Lease, then,

(i) such capital expenditure shall be amortized over the useful life of the property being depreciated, as determined by G.A.A.P.

(ii) in each of the Operating Expense Years during which such capital expenditure is so amortized, the annual amortization, together with interest charges paid by Landlord thereon or, in the absence of actual interest, imputed interest thereon at the Amortization Interest Rate from time to time in effect, shall be included in Operating Expenses.

28.1.2.5 Exclusions. The following items shall be excluded from Operating Expenses even if includable under one or more of the subdivisions of Section 28.1.2:

(i) expenses relating to leasing space in the Building or preparing space for lease or for occupancy (including tenant improvements, leasing commissions and advertising expenses);

(ii) legal fees and disbursements paid or incurred for collection of tenant accounts, or negotiation of leases, or relating to negotiations and disputes Nothing in the preceding sentence shall be construed to include as Taxes any inheritance, estate, succession, transfer, gift, franchise, corporation, income, gains or profit tax or capital levy that is imposed upon Landlord. If, however, at any time during the Term the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, in addition to (but in any event in the nature of a real estate tax), or as a substitute for, the whole or any part of the Taxes now levied, assessed or imposed on the Real Property there shall be levied, assessed or imposed (a) a tax on the rents received by Landlord from the Real Property, (b) a license fee measured by the rents receivable by Landlord from the Real Property, or (c) a tax or license fee imposed upon Landlord that is otherwise measured by, or based upon, the Real Property, then, provided that such tax or fee is imposed generally on building owners in the Borough of Manhattan and is in the nature of a real estate tax, such other tax or fee, computed as if the Real Property were the only property of Landlord, and the income from the Real Property were the only income of Landlord, shall be included in Taxes. If by law any assessment may be paid in installments, then for purposes hereof, (y) such assessment shall be deemed to have been paid in the maximum number of installments permitted by law and (z) there shall be included in Taxes for any Tax Year only such installments as shall be so deemed paid during such Tax Year with all interest thereon, if any, which would be payable during such Tax Year as a result of such installment method of payment. In no event shall any

fines, penalties, late payment charges or (except as provided in the preceding sentence) interest be included in Taxes.

28.1.4 “Tax Year” shall mean any period of July 1 through June 30 (or such other period as hereinafter may be duly adopted by the City of New York as its fiscal year for real property taxes) all or any part of which falls within the Term.

28.1.5 “Tenant’s Proportionate Share” shall mean the fraction the numerator of which is the rentable area of the Premises and the denominator of which (i) with respect to Taxes, is the rentable area of the Building on or above the ground floor (i.e., 795,892 square feet of rentable area), and (ii) with respect to Operating Expenses, is the sum of (x) the Rentable Area of the Building on or above floor 2, plus 112 of the rentable area of the Building on the ground floor (i.e., 789,963 square feet of rentable area),

With respect to each of the Eighteenth and Seventeenth floors, Tenant’s Proportionate Share for Taxes is 2.79 % and Tenant’s Proportionate Share for Operating Expenses is 2.809%. If, during any Tax Year or Operating Expense Year, any premises are added to the Lease and included in the Premises or are withdrawn from this Lease and excluded from the Premises, Tenant’s Proportionate Share shall be computed and applied separately with respect to the portions of such Tax Year or Operating Expense Year before and after such inclusion or exclusion.

Section 28.2 Payments in Respect of Changes in Taxes and Operating Expenses.

28.2.1 Payments in Respect of Changes in Taxes.

28.2.1.1 Tax Payment. If the Taxes (as finally determined) for any Tax Year exceed the Taxes in the Base Tax Year, as finally determined, (“Base Taxes”), then Tenant shall pay Landlord, as additional rent in respect of such Tax Year, an amount equal to Tenant’s Proportionate Share of such excess (the “Tax Payment”). This Section 28.2.1 shall not be applicable to any portion of any Tax Year prior to the Rent Commencement Date or after the expiration or termination of the Term and the Tax Payment for the Tax Year in which the Rent Commencement Date falls or in which this Lease shall expire or be terminated shall be a prorated amount computed on a per diem basis.

28.2.1.2 Estimated Tax Statement. Landlord, no later than sixty (60) days after the first day of any Tax Year, shall render to Tenant a statement (the “Estimated Tax Statement”) showing (i) Landlord’s estimate (based upon the most recent assessment of the Real Property and the most recently announced tax rates) of the Taxes and the Tax Payment (the “Estimated Tax Payment”) for such Tax Year, if any, and (ii) the calculations used to

derive such Estimated Tax Payment. Landlord shall include a copy of the relevant tax bills with the aforesaid statement.

Tenant shall pay the Estimated Tax Payment to Landlord in two (2) equal installments (each an “Estimated Tax Payment Installment”) as follows: (a) the first installment shall be due and payable on the later of (y) the 30th day prior to the last day on which Landlord may pay the Taxes for that portion of the Tax Year without incurring penalty, and (z) the date thirty (30) days after the date of the giving of such Estimated Tax Statement; and (b) the second installment shall be due and payable on the later of (y) the 30th day prior to the last day on which Landlord may pay the Taxes for that portion of the Tax Year without incurring penalty, and (z) the date thirty (30) days after the date of the giving of such Estimated Tax Statement.

If the taxing authority changes the number or amount of installments of Taxes or the dates on which Taxes are required to be paid, then the number, amounts or due dates of the Estimated Tax Payment Installments shall be correspondingly revised so that the Estimated Tax Payment Installments shall be due on the later of (1) the last day on which Landlord may pay the Taxes for that portion of the Tax Year without incurring penalty and (2) the date thirty (30) days after the date of the giving of the applicable Estimated Tax Statement.

28.2.1.3 Year-End Tax Statement. Landlord, within one hundred twenty (120) days after the end of any Tax Year, shall issue a year-end statement of Taxes for such Tax Year, including a year-end computation of the Tax Payment for such Tax Year, if any (the “Year-End Tax Statement”). Each Year-End Tax Statement shall be accompanied by copies of all relevant supporting documentation, including copies of all relevant tax bills for the Tax Year.

If the Tax Payment shown on the Year-End Tax Statement for any Tax Year is more than the Estimated Tax Payment shown on the Estimated Tax Statement for such Tax Year, then Tenant shall pay the balance to Landlord within thirty (30) days of receipt. If the Tax Payment shown on the Year-End Tax Statement for any Tax Year is less than the Estimated Tax Payment shown on the Estimated Tax Statement for such Tax year, Landlord shall pay the balance to Tenant with such Year-End Tax Statement. Landlord shall pay such balance by issuance of a rent credit against installments or Fixed Rent next coming due, or if there are insufficient installments to offset such balance or at Landlord’s discretion by cash payment payable within thirty (30) days of delivery of the Year-End Tax Statement. Should Landlord fail to issue a credit or pay cash to Tenant for such

balance within thirty (30) days of finalization of the Year-End Tax Statement, Tenant may offset such amount against the installments of Fixed Rent and Additional Rent next coming due under this Lease.

In the event that Landlord fails timely to issue a Year-End Tax Statement for any Tax Year and such failure continues for thirty (30) days after notice of such failure, referring specifically to this Section 28.2.1.3, is given by Tenant to Landlord, then if the Year-End Tax Statement for such Tax Year, when finally issued, indicates a balance due Tenant, the same shall be paid with interest at the Default Rate from the date of the giving of Tenant’s notice until the date paid. In the event Landlord fails to pay such balance to Tenant by credit or cash within thirty (30) days of the delivery of the Year-End Tax Statement, Tenant may offset such amounts against the installments of Fixed Rent and Additional Rent next coming due under this Lease.

28.2.1.4 Adjusted Year-End Tax Statement.

If Landlord shall receive a refund of any portion of the Taxes for a Tax Year in respect of which Tenant shall have made a Tax Payment, then, regardless of whether this Lease shall have terminated, Landlord, within thirty (30) days after its receipt of such refund, shall issue an Adjusted Year-End Tax Statement for such Tax Year reflecting the same and any expenses includable in Taxes under Section 28.1.3(iii) for such Tax Year and not therefore reflected in the Year-End Tax Statement or an earlier Adjusted Year-End Tax Statement for such Tax Year. Landlord shall pay Tenant’s share of such refund by issuance of a rent credit against the installments of Fixed Rent next coming due or if there are insufficient installments to offset Tenant’s share of such refund or at Landlord’s discretion by cash payment within thirty (30) days. Should Landlord fail to issue a credit or pay cash to Tenant with thirty (30) days of receipt of such refund, Tenant may offset Tenant’s Proportionate Share thereof from the installment of Fixed Rent and Additional Rent next coming due under this Lease. If it shall ever come (or be brought by Tenant or otherwise) to Landlord’s attention that the Tax Payment made by Tenant for any Tax Year (as theretofore adjusted Pursuant to the provisions of this Article 28, if such be the case) differs from the correct Tax Payment for such Tax Year because of an error or inaccuracy in the computation of Taxes or otherwise, then, regardless of whether this Lease shall have terminated, Landlord shall promptly furnish Tenant with an Adjusted Year-End Tax Statement for such Tax Year reflecting the correct Tax Payment; provided, however, that Landlord shall not issue any Adjusted Year-End Tax Statement pursuant to

this paragraph later than the fourth anniversary of the end of the Tax Year to which the same relates unless prior to such anniversary Tenant shall demand that Landlord do so.

If Landlord shall incur any expenses includable in Taxes under Section 28.1.3(iii) for any Tax Year and not theretofore reflected in the Year-End Statement or an earlier Adjusted Year-End Tax Statement for such Tax Year, then, regardless of whether this Lease shall have terminated, Landlord may issue an Adjusted Year-End Tax Statement for such Tax Year reflecting the same.

28.2.1.5 Adjustment of Tax Payment. As used in this Article 28, the term “Adjusted Year-End Tax Statement” shall mean a statement for any Tax Year reflecting the : facts and circumstances giving rise to the same being issued and setting forth an adjusted statement of Taxes and an adjusted Tax Payment for such Tax Year.

If any Adjusted Year-End Tax Statement reflects an increase in the Tax Payment, Tenant shall pay the amount thereof to Landlord within thirty (30) days of receipt. If any Adjusted Year-End Tax Statement reflects a decrease in the Tax Payment, Landlord shall pay to Tenant, at its election by rent credit or cash within thirty (30) days, the amount thereof to Tenant with such Adjusted Year-End Tax Statement. In the event Landlord fails to issue such credit or make such payment within said thirty (30) days, Tenant may offset the amount of the payment to have been made from Fixed Rent and Additional Rent next coming due under this Lease.

Each adjusted Year-End Tax Statement shall be accompanied by copies of all relevant supporting documentation, including copies of all relevant tax bills for the Tax Year.

28.2.1.6 Tax Contests. Upon the written request of Tenant, Landlord shall institute and prosecute tax reduction or other proceedings to reduce the assessed valuation of the Real Property unless Landlord has determined, acting reasonably and in good faith, that any such proceeding would not result in a reduction, or would result in an increase, in Taxes.

28.2.2 Payments in Respect of Changes in Operating: Expenses.

28.2.2.1 Operating Expense Payment. If the Operating Expenses for any Operating Expense Year exceed the Base Operating Expenses, then Tenant shall pay Landlord, as Additional Rent in respect of such Operating Expense Year, an amount equal to Tenant’s Proportionate Share of such excess (the “Operating Expense Payment”). This Section 28.2.2 shall not be applicable to any portion of any Operating Expense Year prior to the Rent Commencement Date or after the expiration or termination of the Term and the Operating Expense Payment for the Operating Expense Year in which the Rent

Commencement Date falls or in which this Lease shall expire or be terminated shall be a prorated amount computed on a per diem basis.

28.2.2.2 Estimated Operating Statement. Landlord, no later than sixty (60) days after the first day of any Operating Expense Year, shall render to Tenant a statement (the “Estimated Operating Expense Statement”) showing (i) Landlord’s good faith estimate of the Operating Expenses and the Operating Expense Payment (the “Estimated Operating Expense Payment”) for such Operating Expense Year, and (ii) the calculations used to derive such Estimated Operating Expense Payment.

Tenant shall pay the Estimated Operating Expense Payment for any Operating expense Year to Landlord, as follows:

On the first day of the first month of such Operating Expense Year which commences at least twenty (20) days after the date of the giving of such Estimated Operating Statement, Tenant shall pay an amount equal to the product of (a) one-twelfth (1/12 ^th ) of the Estimated Operating Expense Payment for such Operating expense Year set forth on such Estimated Operating Statement multiplied by (b) the number of months, to and including such first month, which have elapsed or commenced since the commencement of such Operating Expense Year. On the first day of each month thereafter throughout such Operating Expense Year, Tenant shall pay an amount equal to one-twelfth (1/12 ^th ) of such Estimated Operating Expense Payment.

28.2.2.3 Year-End Operating Statement. Landlord, within one hundred eighty (180) days after the end of any Operating Expense Year, shall issue a year-end statement of Operating Expenses for such Operating Expense Year, including a year-end computation of the Operating Expense Payment for such Operating Expense Year, if any (the “Year-End Operating Expense Statement”). Each Year-End Operating expense Statement shall be in substantially the form attached hereto as Exhibit - and shall be certified by Landlord or Landlord’s managing agent, if any, as presenting fairly, in all material respects, the Operating Expenses for such Operating Expense Year in accordance with the provisions of this Lease.

If the Operating Expense Payment shown on the Year-End Operating Expense Statement for any Operating Expense Year is more than the Estimated Operating Expense Payment shown on the Estimated Operating Expense Statement for such Operating Expense Year, then Tenant shall pay the balance to Landlord within thirty (30) days of receipt. If the Operating Expense Payment shown on the Year-End Operating Expense Statement for any Operating Expense Year is less than the Estimated Operating Expense Payment

shown on the Estimated Operating Expense Statement for such Operating Expense Year, Landlord shall pay, at its election by rent credit or cash, in the same manner as described in Section 28.2.1.3, the balance to Tenant with such Year-End Operating Expense Statement. In the event Landlord fails to issue such credit or make such payment within thirty (30) days of issuance of said Year-End Operating Statement, Tenant may offset the amount of such payment against Fixed Rent and Additional Rent next coming due under this Lease.

28.2.2.4 Adjusted Year-End Operating Statement. If it shall ever come (or be brought by Tenant or otherwise) to Landlord’s attention that the Operating Expense Payment made by Tenant for any Operating Expense Year (as theretofore adjusted pursuant to the provisions of this Article 28, if such be the case) differs from the correct Operating Expense Payment for such Operating Expense Year because of an error or inaccuracy in the computation of Operating Expenses or otherwise, then, regardless of whether this Lease shall have terminated, Landlord shall promptly furnish Tenant with an Adjusted Year-End Operating Expense Statement reflecting the correct Operating Expense Payment; provided, however, that Landlord shall not issue any Adjusted Year-End Operating Expense Statement pursuant to this paragraph later than the fourth anniversary of the end of the Operating Expense Year to which the same relates unless prior to such anniversary Tenant shall demand that Landlord do so.

28.2.2.5 Adjustment of Operating Expense Payment. As used in this Article 28, the term “Adjusted Year-End Operating Expense Statement” shall mean a statement for any Operating Expense Year reflecting the facts and circumstances giving rise to the same being issued and setting forth an adjusted statement of Operating Expenses and an adjusted Operating Expense Payment for such Operating Expense Year.

If any Adjusted Year-End Operating Expense Statement reflects an increase in the Operating expense Payment, Tenant shall pay the amount thereof to Landlord within thirty (30) days of receipt. If any Adjusted Year-End Operating expense Statement reflects a decrease in the Operating Expense Payment, Landlord shall pay the amount thereof to Tenant with such Adjusted Year-End Operating Expense Statement in the same manner as set forth in Section 28.2.1.3.

Each Adjusted Year-End Operating Expense Statement shall be in substantially the form attached hereto as Schedule E, and shall be certified by Landlord or Landlord’s managing agent, if any, as presenting fairly, in all material respects, the Operating Expenses for such Operating Expense Year in accordance with the provisions of this Lease.

28.2.3 Tenant’s Objection to Year-End Tax Statement or Year-End Operating Statement.

(a) Tenant may at any time within 180 days of receipt of any Year-End Tax Statement or Adjusted Year-End Tax Statement or Year-End Operating Expense Statement or Adjusted Year-End Operating Expense Statement send Landlord a notice (a “Year-End Statement Tenant Audit Notice”) stating that Tenant desires to audit the Books and Records of Landlord with respect to the Tax Year or Operating Expense Year to which such Year-End Tax Statement, Adjusted Year-End Tax Statement, Year-End Operating Expense Statement or Adjusted Year-End Operating Expense Statement relates. Landlord shall make such books and records available to Tenant in Manhattan within thirty (30) days of receipt of Tenant’s Year-End Statement of Audit Notice.

(b) Notwithstanding anything to the contrary herein, Tenant may no later than 180 days of Tenant’s receipt of any Year-End Operating Expense Statement or Year-End Tax Statement or Adjusted Year-End Tax Statement dispute any such statement by sending Landlord a notice (a “Year-End Statement Dispute Notice”) itemizing in reasonable detail the aspects thereof which Tenant disputes.

Upon the issuance by Tenant of such a dispute notice in a timely manner, the dispute shall be determined by arbitration pursuant to Section 28.7.

From and after the date of Tenant’s Year-End Statement Tenant Audit Notice until the expiration of the time period within which Tenant may give a Year-End Statement Dispute Notice, until resolution of the dispute, Landlord shall afford Tenant or its representatives the right on as many occasions as shall be reasonably necessary to examine (and make extracts from and copies of) Landlord’s Books and Records for the Tax Year or Operating Expense Year in question and for all earlier Tax Years or Operating Expense Years with respect to which Landlord continues to retain Landlord’s Books and Records, all of which will be maintained in the greater New York City area; provided, however, that after the expiration of the time period within which Tenant may give a Year-End Statement Dispute Notice, Tenant’s aforesaid right to examine (and extract and copy) Landlord’s Books and Records shall apply only to such portions of such Books and Records as are, or might be, applicable to the items in dispute. Each time Tenant desires to make any such examination, it shall give reasonable advance notice to Landlord of the date on which it will conduct such examination. Tenant shall conduct such examination at the business office of Landlord or its agent in the City of New York during normal business hours. Tenant shall keep confidential all information obtained in the course of such examination except for bona fide disclosures made in connection with

Tenant’s evaluation of the same or its dispute thereof, or as required by the Requirements or as needed or desirable in litigation or other proceedings.

No dispute by Tenant shall excuse or abate Tenant’s obligation to make the payments required by Section 28.2.1 or 28.2.2 pending resolution of Tenant’s dispute. If, and to the extent that Tenant shall prevail in arbitration, the award shall be for a sum certain, giving effect to the decrease in Tenant’s Tax Payment or Tenant’s Operating Expense Payment determined by the arbitrators.

Landlord shall pay (at Landlord’s election, by issuance of a credit against fixed Rent and Additional Rent next coming due or payable) to Tenant the amount of the award referred to in the two preceding paragraphs (including interest at the then current prime rate charged by Citibank N.A.) within five (5) Business Days of the making of the award. In the event Landlord doesn’t issue such credit or make such payment within said five (5) Business Days, Tenant may offset the amount or the award against Fixed Rent and Additional Rent next coming due under this Lease.

28.3 Adjusted Statement of Base Taxes. If Landlord shall receive a refund of any portion of the Taxes for a Tax Year referred to in the relevant definition of Base Taxes, then, regardless of whether this Lease shall have terminated, Landlord, within thirty (30) days after its receipt of such refund, may issue an Adjusted Statement of Base Taxes reflecting the same.

28.3.1 Adjustment of Base Taxes.

As used in this Article 28, the term “Adjusted Statement of Base Taxes” shall mean a statement reflecting the facts giving rise to the same being issued and setting forth an adjusted statement of Base Taxes.

If any Adjusted Statement of Base Taxes reflects a decrease in Base Taxes, Tenant shall pay to Landlord an amount equal to the resulting increase, if any, in the Tax Payment for all prior Tax Years commencing with the second Tax Year within thirty (30) days of its receipt.

Each Adjusted Statement of Base Taxes shall be accompanied by copies of all relevant supporting documentation, including copies of all relevant tax bills.

28.3.2 Base Operating Expenses.

28.3.2.1 Statement of Base Operating Expenses.

28.3.2.1.1 Adjusted Statement of Base Operating Expenses. If it shall ever come (or be brought by Tenant or otherwise) to Landlord’s attention that the Base Operating Expenses on the basis of which Tenant shall have made any payments under Section 28.2.2 (as

theretofore adjusted pursuant to the provisions of this Article 28, if such be the case) differ from the correct Base Operating Expenses, then, regardless of whether this Lease shall have terminated, Landlord shall promptly furnish Tenant with an Adjusted Statement of Base Operating Expenses reflecting the correct Base Operating Expenses; provided, however, that Landlord shall not issue any Adjusted Statement of Base Operating Expenses pursuant to this paragraph later than the fourth anniversary of the end of the Initial Operating Expense Year unless prior to such anniversary Tenant shall demand that Landlord do so.

28.3.3 Tenant’s Objection to Statement of Base Taxes or Base Operating Expenses

(a) If within 30 days after Tenant’s receipt of any Statement of Base Taxes or Adjusted Statement of Base Taxes or Statement of Base Operating Expenses or Adjusted Statement of Base Operating Expenses, Tenant shall send Landlord a notice (a “Base Statement Tenant Audit Notice”) stating that Tenant desires to audit the Books and Records of Landlord with respect to the Tax Year(s) or Operating Expense Year(s) referred to in the relevant definition of Base Taxes or Base Operating Expenses, and

(b) If within 180 days of Tenant’s receipt of any Statement of Base Taxes or Adjusted Statement of Base Taxes or Statement of Base Operating Expenses or Adjusted Statement of Base Operating Expenses, Tenant shall send Landlord a notice (a “Base Statement Dispute Notice”) itemizing in reasonable detail the aspects thereof which Tenant disputes, then the dispute shall be determined by arbitration pursuant to Section 28.7.

From and after the date of Tenant’s Base Statement Tenant Audit Notice until the expiration of the time period within which Tenant may give a Base Statement Dispute Notice or, if Tenant gives a Base Statement Dispute Notice, until resolution of the dispute, Landlord shall afford Tenant or its representatives the right on as many occasions as shall be reasonably necessary to examine (and make extracts from and copies of) Landlord’s Books and Records for the Tax Year(s) or Operating Expense Year(s) in question; provided, however, that after the expiration of the time period within which Tenant may give a Base Statement Dispute Notice, Tenant’s aforesaid right to examine (and extract and copy) Landlord’s Books and Records shall apply only to such portions of such Books and Records as are, or might be, applicable to the items in dispute. Each time Tenant desires to make any such examination, it shall give reasonable advance notice to Landlord of the date on which it will conduct such examination. Tenant shall conduct

such examination at the business office of Landlord or its agent in the City of New York during the normal business hours of such office. Tenant shall keep confidential all information obtained in the course of such examination except for bona fide disclosures made in connection with Tenant’s evaluation of the same or its dispute thereof.

No dispute by Tenant shall excuse or abate Tenant’s obligation to make the payments required by Section 28.2.1 or 28.2.2 pending resolution of Tenant’s dispute. If, and to the extent that Tenant shall prevail in arbitration, the award shall set forth the amount by which Base Taxes or Base Operating Expenses shall be increased, and shall also be for a sum certain reflecting the recomputation of the Tax Payment or the Operating Expense Payment for all prior Tax Years or Operating Expense ears for which Tenant shall have made a Tax Payment or an Operating Expense Payment, as the case may be.

Section 28.4 Allocation of Energy Costs.

Landlord shall cause a reputable independent consulting firm, selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, delayed or conditioned, to prepare for each Operating Expense Year a study (commonly known as a “public light and power study” and hereafter referred to as “Landlord’s Public Light and Power Study”) setting forth a detailed computation of the aggregate cost (including sales and use taxes) to the Landlord of the electricity and fuel (currently steam) used in

(a) Lighting the Real Property and the exterior of the Building, the Loading Dock and the lobby or other common or service areas of the Building;

(b) providing HVAC service to the Building, exclusive of Overtime HVAC and any HVAC service to any leaseable area of the Building in excess of the level thereof provided to the Premises; and

provided, however, that in no event shall any electric service to any leasable space including leasable space in the cellar) or semi-common areas in the Building be included in such computation (such aggregate cost being herein called the “Includable Energy Costs”) and shall furnish a copy thereof to Tenant together with the Statement of Base Operating Expenses and with each Statement of Operating Expenses for such Operating Expense Year.

If the Includable Energy Costs as determined by the independent consulting firm referred to in the preceding paragraph for any Operating Expense Year shall differ from

the Includable Energy Costs for such Operating Expense Year reflected in the Year-End Operating Expense Statement for such Operating Expense Year, Landlord shall promptly issue an Adjusted Year-End Operating Expense Statement for such Operating Expense Year reflecting as the Includable Energy Costs for such Operating Expense Year the amount so determined.

All independent consulting firms are hereby instructed to base their respective determinations of the electric portion of Includable Energy Costs on Landlord’s Average Cost per kwh determined as set forth in Article 29.

Section 28.5 Books and Records.

Landlord shall retain all books and records (“Books and Records”) relating to the operation, repair, cleaning, maintenance, management and security of the Property and to all items included in or excluded from Operating Expenses for any Operating Expense Year (including the Operating Expense Years referred to in the relevant definition of Base Operating Expenses) and relating to all items included in or excluded from Taxes for any Tax Year (including the Tax Years referred to in the relevant definition of Base Taxes) in Manhattan, until the seventh anniversary of the last day of such Operating Expense Year or Tax Year, as the case may be, unless, at such time, a dispute is pending with respect to the Operating Expenses for such Operating Expense Year (including, with respect to any Operating Expense Year referred to in the relevant definition of Base Operating Expenses, a dispute with respect to Base Operating Expenses) or the Taxes for such Tax Year (including, with respect to any Tax Year referred to in the relevant definition of Base Taxes, a dispute with respect to Base Taxes), as the case may be, in which case Landlord shall retain such books and records until such dispute is resolved. The term “Books and Records” shall not include leases of space in the Building.

Section 28.6 Arbitration.

Any dispute under Section 28.2.3 or Section 28.3.3 shall be determined by arbitration conducted in New York, New York in accordance with the rules of the American Arbitration Association (or its successor) by a panel of three (3) arbitrators. Each arbitrator shall be a certified public accountant who is an employee or member of an accounting firm national in scope. Tenant shall appoint an arbitrator meeting the foregoing requirement in its written notice requesting arbitration made pursuant to Section 28.2.3 or 28.3.3. Landlord shall, by written notice to Tenant, appoint a second arbitrator meeting the foregoing requirement within thirty (30) days after receipt of Tenant’s notice. If Landlord shall fail to appoint its arbitrator within the aforesaid thirty

(30) day period, then Tenant shall give a notice to Landlord setting forth such failure and requesting that Landlord appoint an arbitrator. If, within ten (10) days after the receipt of such notice, Landlord does not appoint an arbitrator by notice as aforesaid, then the arbitrator appointed by Tenant alone shall determine the matter in question. Any arbitrator appointed by a party is not expected to be impartial.

Within twenty (20) days after Landlord’s notice to Tenant approving the second arbitrator, the two arbitrators so appointed shall select the third arbitrator and, if they do not timely do so, the third arbitrator shall be selected by the American Arbitration Association. Landlord and Tenant shall execute all documents and do all other things necessary to submit the dispute to arbitration pursuant to this Section 28.6. A judgment or order may be entered in any court of competent jurisdiction based upon an arbitration award made in an arbitration pursuant to this Section 28.7. The costs and expenses of such arbitration shall be shared equally by Landlord and Tenant, but each party shall be responsible for its own costs and expenses and the fees and expenses of its own witnesses and counsel and the arbitrator appointed by it. The arbitrators shall have the right to consult experts in the matter under arbitration, provided that any such consultation shall be made only after ten (10) days’ prior notice to Landlord and Tenant and only in their presence, with full right on their part to cross-examine such experts. The arbitrators’ decision and award shall be in writing and counterpart copies thereof shall be delivered to Landlord and Tenant. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease.

29. SERVICES.

A. Elevator. Landlord shall provide passenger elevator facilities on business days from 8:00 A.M. to 6:00 P.M. and shall have one passenger elevator in the bank of elevators servicing the Premises available at all other times. Landlord shall provide freight elevator services for Tenant’s use during the performance of Tenant’s work and on an “as available” basis for incidental use by Tenant. Any extended use may be arranged with Landlord’s prior consent. Tenant shall pay as Additional Rent all building charges therefor at rates set forth on Schedule D annexed hereto (which rates may change from time to time, but if raised will in no event be higher than rates charged for such services in similar first class office buildings in Midtown Manhattan).

B. Heating. Landlord shall furnish perimeter heat to the Premises in accord with the HVAC Specification, Schedule C, attached hereto and incorporated herein, on

business days from 8:00 A.M. to 6:00 P.M. Supplemental heating may be supplied by Tenant at its cost. Landlord shall not be responsible to make repairs if the normal operation of the heat distribution system serving the Building shall fail to provide heat at reasonable temperatures or any reasonable volumes or velocities in any parts of the Premises by reason of any rearrangement of partitioning or other Alterations made or performed by or on behalf of Tenant or any person claiming through or under Tenant.

C. Cooling. Landlord shall supply perimeter cooling to the Premises in accord with the HVAC Specification, Schedule C, on business days from 8:00 AM to 6:00 PM. Supplemental air conditioning may be supplied by Tenant at Tenant’s cost. Landlord shall supply chilled water during regular business hours such supplemental air conditioning in sufficient quantities to serve twenty-five (25) tons of supplemental air conditioning per floor. Should Tenant install such supplemental air conditioning, it shall pay a one-time tap-in charge of $1,500 and an additional charge of $22,500 per annum for such water. Landlord shall not be responsible to make repairs if the perimeter air conditioning shall fail to provide reasonable temperatures or any reasonable volume or velocities in any part of the Premises by reason of any rearrangement or partitioning or other alterations made or performed on behalf of Tenant or any other person claiming through or under Tenant.

Tenant shall, at Tenant’s sole cost and expense, maintain, repair and operate such supplemental air conditioning unit in compliance with all Requirements relating thereto. Tenant shall pay for the cost of the electrical energy consumed by any such supplemental air conditioning unit in accordance with the provisions of Article 29, subsection H hereof.

D. After Hours and Additional Services. Tenant shall have access to the Premises twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year. Nevertheless, Rent does not include any charge to Tenant for the furnishing of any additional passenger elevator facilities (it being understood that some but not all of the passenger elevators may be shut down during non-business hours of the Building), any freight elevator facilities (other than as contemplated in Article 29 subsection A) or for the service of heat, ventilation or air conditioning to the Premises, to the extent otherwise provided to Tenant I under the terms of this Lease during periods other than the hours and days set forth in sections A and B of this Article 29 for the furnishing and distributing of such facilities or services (referred to as “Overtime Periods”). Accordingly, if Landlord shall furnish any (i) additional passenger elevator facilities to Tenant during Overtime Periods or freight elevator facilities, except as provided in subsection A of this Article 29, or (ii) heat to the Premises during Overtime Periods, then Tenant shall pay Landlord for

such facilities or services at the standard rates fixed by the Landlord for the Building set forth in Schedule D (which rates may be changed by Landlord from time to time but if any such rate is changed, it will not be greater than the rates charged for such services in similar first class office buildings in Midtown Manhattan) or, if no such rates are then fixed, at reasonable rates. Neither the facilities nor the services referred to in this Article 29D shall be furnished to Tenant or the Premises if Landlord has not received advance notice from Tenant specifying the particular facilities or services requested by Tenant at least in accord with the schedule set forth in the Rules attached hereto as Schedule A (which schedule is subject to change from time to time); or if Tenant is in default under or in breach of any of the terms, covenants or conditions of this Lease; or if Landlord shall determine, in its sole and exclusive discretion. that such facilities or services are requested in connection with, or the use thereof shall create or aid in a default under or a breach of any term, covenant or condition of this Lease. All of the facilities and services referred to in this Article 29(D) are conveniences and are not and shall not be deemed to be appurtenances to the Premises, and the failure of Landlord to furnish any, or all of such facilities or services shall not constitute or give rise to any claim of an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent or Additional Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business or otherwise. Landlord may limit the furnishing during Overtime Periods of any of the facilities or services referred to in this Article 29(D) to a total of twenty (20) hours in any one week. If more than one tenant utilizing the same system as Tenant requests the same Overtime Periods for the same services as Tenant, the charge to Tenant shall be adjusted pro rata. Notwithstanding the foregoing, during the construction of Tenant’s initial tenant improvements and Tenant’s initial move-in to each floor of the Premises, Landlord shall use reasonable efforts to give Tenant priority use of the freight elevator and otherwise facilitate such construction and move-in, at Tenant’s expense.

E. Cleaning. Landlord shall provide the cleaning services described on Schedule B annexed hereto and made a part hereof. No one other than persons approved by Landlord shall be permitted to enter the Premises or the Building to provide any additional cleaning services on behalf of Tenant. Tenant shall independently contract for the removal of any of Tenant’s refuse and rubbish which is not required to be removed by Landlord as set forth on said Schedule B. The removal of Tenant’s refuse and rubbish by

others shall be subject to such rules and regulations, as in the judgment of Landlord, are necessary for the proper operation of the Building.

F. Sprinkler System. If there now is or shall be installed in the Premises a “sprinkler system” (it being understood that Landlord has or will install and maintain a central sprinkler tap for the Premises and no more), and such system or any of its appliances shall be damaged or injured or not in proper working order by reason of any act or omission of Tenant, Tenant’s agents, servants, contractors, employees, licensees, invitees or visitors, Tenant shall forthwith restore the same to good working condition at its own expense; and if the New York Board of Fire Underwriters or the New York Fire Insurance Rating Organization or any bureau, department or official of the state or city government, shall require or recommend that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant’s particular use, as distinguished from normal office use, or the location of the partitions, trade fixtures, or other contents of the Premises, Tenant shall, at Tenant’s expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment (or, if Landlord elects, Tenant shall reimburse Landlord for the cost thereof to extent said cost is reasonable in amount, reasonably necessary, and actually paid to independent third (3rd) parties or if performed by Landlord’s employees or contractors, Tenant shall be charged the charge that would have been payable to a third (3rd) party contractor).

G. Water. If Tenant requires, uses or consumes water for any purpose in addition to ordinary drinking. cleaning or lavatory purposes, Landlord may install a water meter and thereby measure Tenant’s water consumption for all purposes. In such event (a) Tenant shall pay Landlord for the cost of the meter and the cost of the installation thereof and through the duration of Tenant’s occupancy Tenant shall keep said meter and installation equipment in good working order and repair at Tenant’s own cost and expense in default of which Landlord may cause such meter and equipment to be replaced or repaired and collect the cost thereof from Tenant; (b) Tenant agrees to pay for water consumed, as shown on said meter within ten (10) days of rendition of a bill to Tenant and on default in making such payment Landlord may pay such charges and collect the same from Tenant; and (c) Tenant covenants and agrees to pay the sewer rent, charge or any other Tax, Rent, levy or charge which now or hereafter is assessed, imposed or shall become a lien upon the Premises or the realty of which they are part pursuant to law, order or regulation made or issued in connection with any such metered use,

consumption, maintenance or supply of water, water system, or sewage or sewage connection or system. The bill rendered by Landlord for the above shall be based upon Tenant’s consumption and shall be payable by Tenant within ten (10) days of rendition.

H. Security. Landlord shall provide Building security at all times. Notwithstanding the foregoing, in no event will Landlord be responsible, and Tenant hereby waives any claim against Landlord arising from or relating to any injury (or death) to person or loss of or damage to property as the result of any actual or alleged failure of such security services.

I. Electricity Service.

(1) Landlord shall furnish 8 watts per rentable square foot (including perimeter HVAC provided by Landlord) electrical energy to or for the use of Tenant in the Premises. Landlord shall install sub meter(s), at Landlord’s expense, to measure consumption of electricity on the Premises. Tenant shall pay to Landlord, on demand, from time to time, but no more frequently than monthly, for its consumption of electrical energy at Landlord’s cost for such use, plus Landlord’s charge for overhead and supervision in the amount of six percent (6%) of such cost. For the purpose of this subsection, the rate to be paid by Tenant for such sub-metering shall include any taxes or other charges in connection therewith. If any tax shall be imposed upon Landlord’s receipts from the sale or resale of electrical energy to Tenant, the pro rata share allocable to the electrical energy service received by Tenant shall be passed on to, included in the bill of, and paid by, Tenant if and to the extent permitted by law.

(2) The Premises are currently supplied with sufficient electricity to provide a demand load of 8 watts per rentable square foot (including perimeter HVAC provided by Landlord) except as provided in Subsection 29(1)(3) below, Landlord will through to term continue to supply same. Should Tenant desire to use additional electricity, it shall only do so through additional feeders or risers and all other equipment proper and necessary in connection with such feeders or risers, to be installed by Landlord upon Tenant’s request, at the sole cost and expense of Tenant and at a cost which is reasonable in amount, reasonably incurred, reasonably necessary and actually paid to a third (3rd) party contractor or if performed by Landlord’s employees or contractor, Tenant will not be charged more than the charge of a third (3rd) party contractor), provided that, in Landlord’s reasonable judgment, such additional feeders or risers are necessary and are permissible under applicable Requirements and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the

Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or interfere with or disturb other tenants or occupants of the Building. Tenant covenants that at no time shall the use of electrical energy in the Premises exceed the capacity of the existing feeders or wiring installations then serving the Premises which will meet the demand load set forth herein. Tenant shall not make or perform, or permit the making or performance of, any Alterations to wiring installations or other electrical facilities in or serving the Premises without the prior consent of Landlord in each instance, which consent not to be unreasonably withheld, conditioned or delayed.

(3) Landlord reserves the right to discontinue furnishing electricity, to Tenant in the Premises on not less than thirty (30) days’ notice to Tenant, provided it similarly discontinues furnishing electricity to all tenants and occupants in the same elevator bank in the Building and provided Landlord does so at its costs, without disruption of the availability of service to Tenant. If Landlord exercises such right to discontinue, or is compelled to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant. Landlord shall not discontinue service to Tenant until Tenant has, at Landlord’s sole cost, arranged to obtain electricity directly from the public utility or other company servicing the Building. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All meters and all additional panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electricity, of substantially the same quantity, quality and character, shall be installed by Landlord. Landlord shall not voluntarily discontinue furnishing electricity to Tenant until and unless Tenant is able to receive electricity directly from the public utility or other company servicing the Building.

(4) Landlord shall not be liable to Tenant in any way for any interruption, curtailment or failure, or defect in the supply or character of electricity furnished to the Premises by reason of any requirement, act or omission of Landlord or of any public utility or other company servicing the Building with electricity or, for any other reason except Landlord’s negligence or willful tort.

J. Building Directory. The Parties acknowledge that there is currently no directory of tenants and occupants in the lobby of the Building. Should such directory be

installed, Tenant will receive its proportionate share of the lines provided for tenants on such directory unless Landlord provides each Tenant only one (1) line on such directory.

K. Cafeteria. Tenant may utilize the cafeteria currently maintained by Landlord on the twentieth floor for its employees and invitees without discrimination (as to cost or otherwise). Notwithstanding the foregoing, Landlord reserves the right to terminate such cafeteria services, but so long as Landlord provides services, Tenant may utilize such services.

L. Interruption of Services. Landlord reserves the right to stop service of the heating system or the elevator, electrical, plumbing or other mechanical systems or facilities in the Building when necessary, by reason of accident or emergency, or for repairs, additions, alterations, replacements, decorations or improvements in the reasonable judgment of Landlord desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Landlord shall have no responsibility or liability for interruption, curtailment or failure to supply cooled or outside air, heat, elevator, plumbing or electricity when prevented by exercising its right to stop service or by strikes, labor troubles or accidents or by any cause whatsoever reasonably beyond Landlord’s control, or by failure of independent contractors to perform or by Requirements of any federal, state, county or municipal authority, or failure of suitable fuel supply, or inability by exercise of reasonable diligence to obtain suitable fuel or by reason of governmental preemption in connection with a National Emergency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

30. PARTNERSHIP TENANT . If Tenant’s interest in this Lease shall be assigned to a partnership (or to two (2) or more persons, individually and as co-partners of a partnership) pursuant to Article 12 (any such partnership and such persons are referred to in I this Article 30 as a “Partnership Tenant”), the following provisions of this Article 30 shall apply to such Partnership Tenant: (i) the liability of each of the parties comprising a Partnership Tenant shall be joint and several with regard to all matters occurring or accruing while it is a partner and (ii) each of the parties comprising a Partnership Tenant hereby consents in advance to, and agrees to be bound by, any written instrument which may hereafter be executed, changing, modifying or discharging this Lease, in whole or in part, or surrendering all or any part of the Premises to Landlord, and by any notices, demands, requests or other communications which may hereafter be given by a Partnership Tenant or by any of the parties comprising a Partnership Tenant with

regard to all matters occurring or accruing while it is a partner), and (iii) any bills, statements, notices, demands, requests or other communications given or rendered to a Partnership Tenant and to all such parties shall be binding upon a Partnership Tenant and all such parties, and (iv) if a Partnership Tenant shall admit new partners, all of such new partners shall, by their admission to a Partnership Tenant, deemed to have assumed performance of all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, and (v) a Partnership Tenant shall give prompt notice to Landlord of the admission of any such new partners, and upon demand of Landlord, shall cause each such new partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall assume performance of all the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed (with regard to all matters occurring or accruing while it is a partner) (but neither Landlord’s failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of subdivision (iv) of this Article 30).

31. VAULT SPACE . Any vaults, vault space or other space outside the boundaries of the Real Property. Notwithstanding anything contained in this Lease or indicated on any sketch, blueprint or plan are not included in the Premises. Landlord makes no representation as to the location of the boundaries of the Real Property. All vaults and vault space and all other space outside the boundaries of the Real Property which Tenant may be permitted to use I or occupy is to be used or occupied under a revocable license, and if any such license shall be revoked, or if the amount of such space shall be diminished or required by any Federal, State or Municipal authority or by any public utility company, such revocation, diminution or requisition shall not constitute an actual constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord. Any fee, tax or charge imposed by any governmental authority for any such vaults, vault space or other space shall be paid by Tenant.

32. [Intentionally Deleted]

33. CAPTIONS . The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof.

34. ADDITIONAL DEFINITIONS.

A. The term “office” or “offices”, wherever used in this Lease, shall not be construed to mean premises used as a store or stores, for the sale or display, at any time, of goods, wares or merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing.

B. The words “reenter” and “reentry” as used in this Lease are not restricted to their technical legal meaning.

C. The term “business days” as used in this Lease shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays and union holidays for those unions that materially affect the delivery of services in the Building.

35. PARTIES BOUND . The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Lease, their assigns.

36. BROKERAGE . Tenant represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction, other than Cushman & Wakefield, Inc. and CB Richard Ellis (FIWA CB Commercial Real Estate Group, Inc.) Tenant agrees to indemnify and hold Landlord harmless from and against any claims by any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this leasing transaction. Landlord shall be responsible to pay a commission to Cushman & Wakefield, Inc. pursuant to a separate agreement between them. Cushman & Wakefield shall be responsible for any portion of such commission payable to CB Commercial Real Estate Group, Inc. The provisions of this Section shall survive the termination of this lease.

37. INDEMNITY . Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Tenant agrees to indemnify and save harmless Landlord from and against (a) all claims of whatever nature against Landlord arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees or visitors, including to the extent of Tenant’s negligence only any claims arising from any act, omission or negligence of Landlord or

Landlord and Tenant, (b) all claims against Landlord arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, (c) all claims against Landlord arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have, resulted from an act or omission of Tenant or Tenant’s agents, employees, invitees or visitors, including to the extent of Tenant’s negligence only any claims arising from any act, omission or negligence of Landlord or Landlord and Tenant, (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed and (e) any claim, loss or liability arising or claimed to arise from Tenant’s or any of its contractors , licensees, agents, servants, employees, invitees or visitors causing or permitting any Hazardous Substance to be brought upon, kept or used in or about the Premises or the Real Property or any seepage, escape or release of such Hazardous Substances. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof. Notwithstanding the foregoing, in no event shall Tenant be responsible to indemnify Landlord for the gross negligence or willful misconduct on Landlord and each such indemnity obligation shall be subject to the procedures and requirements set forth in Section (3)(D) hereof.

38. ADJACENT EXCAVATION SHORING . If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the Building from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of Rent.

39. MISCELLANEOUS.

A. No Offer. This Lease is offered for signature by each of Landlord and Tenant and it is understood that this Lease shall not be binding upon either party unless and until both parties shall have executed and delivered a fully executed copy of this Lease to Tenant.

B. Certificates. From time to time, within fifteen (15) days next following the request by either Landlord or Tenant, the other party shall deliver to the requesting party a written statement executed and acknowledged by it(i) stating that this Lease is then in full force and effect and has

not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Fixed Rent and Additional Rent have been paid, together with the amount of monthly Fixed Rent then payable, (iii) stating whether or not, to the best knowledge of such party, the requesting party is in default under this Lease, and, if such party is in default, setting forth the specific nature of all such defaults, (iv) stating the amount of the security deposit under this Lease, (v) stating whether there are any subleases affecting the Premises, (vi) stating the address of such party to which all notices and communications under the Lease shall be sent, the Commencement Date and the Expiration Date, and (vii) as to any other matters reasonably requested by the requesting party. Tenant acknowledges that any statement delivered pursuant to this subsection C may be relied upon by any purchaser or owner of the Real Property or the Building, or Landlord’s interest in the Real Property, or the Building or any Superior Lease, or by any mortgagee of a Mortgage, or by any assignee of any mortgagee of a Mortgage, or by any lessor under any Superior Lease. Notwithstanding anything to the contrary herein, including Landlord complying with a request pursuant to this Section 39(B), in no event may Tenant take any action which will, or through its inaction, cause any lien, UCC-1, security agreement or financing statement to be filed against the Real Estate, the Building or Tenant’s leasehold interest created herein.

C. Authority. If Tenant is a corporation or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and validly existing entity qualified to do business in the State of New York and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.

D. Signage. Tenant shall not exhibit, inscribe, paint or affix any sign, \ advertisement, notice or other lettering on any portion of the Building or the outside of the Premises without the prior written consent of Landlord in each instance. A plan of all signage or other lettering proposed to be exhibited, inscribed, painted or affixed shall be prepared by Tenant in conformity with reasonable building standard signage requirements, as they may be established from time to time, and submitted to Landlord for Landlord’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the proposed signage is acceptable to Landlord, Landlord shall approve such signage or other lettering by written notice to Tenant. All signage or other lettering which has been approved Landlord shall thereafter be installed by Landlord at Tenant’s sole cost and expense (which costs shall be reasonable in amount, reasonably necessary and reasonably incurred and paid to independent third party, or if performed by Landlord’s employees or contractor then at third party rates). Upon installation of any such signage or other lettering,

such signage or lettering shall not be removed, changed or otherwise modified in any way without Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. The removal, change or modification of any signage or other lettering theretofore installed shall be performed solely by Landlord at Tenant’s sole cost and expense. Tenant shall not exhibit, inscribe, paint or affix on any part of the Premises or the Building visible to the general public any signage or lettering including the words “temporary” or “personnel”. Any signage, advertisement, notice or other lettering which shall be exhibited, inscribed, painted or affixed or on behalf of Tenant in violation of the provisions of this section may be removed by Landlord and the reasonable cost of any such removal shall be paid by Tenant as Additional Rent. Notwithstanding the foregoing to the contrary, Landlord shall not unreasonably withhold, delay or condition its consent to the installation of any signs within the interior of the Premises or in elevator lobbies, provided it is not in or visible from any windows and once approved it will not remove any such sign pursuant to this Article 39(D).

E. Rules. Attached hereto and incorporated herein as Schedule A are the Rules and Regulations for conduct in the Building which Tenant hereby agrees to observe and comply with. Landlord shall have the right from time to time to add to or amend such Rules and Regulations as it deems appropriate, in its reasonable judgment, for the operation and management of the Building. All new and/or amended Rules and Regulations shall be reasonable and shall not (except in case of security for the Building) materially increase Tenant’s obligations or materially reduce its rights or benefits hereunder. In the event of any conflict between the Rules and Regulations and this Lease, the terms of the Lease shall prevail.

F. Landlord’s Withholding of Consent. Tenant’s sole remedy shall be an action or proceeding to enforce such provision, by specific performance, injunction or declaratory judgment, except in the case that Landlord has maliciously or otherwise in bad faith withheld any such consent or approval, in which event Tenant shall have all remedies available to it at law or equity.

40. [INTENTIONALLY DELETED]

41. Landlord’s Work; Tenant’s Work: Tenant Allowances.

(a) The Landlord shall, prior to the Commencement Date, prepare the Premises to meet all of the criteria set forth in Exhibit 2 attached hereto and incorporated herein (“Landlord’s Work”) so that it is ready for Tenant to perform its initial tenant improvements (the “Initial

Improvements”). All such Initial Improvements shall be performed in a manner that meets all of the requirements of this lease including Article 3 .

(b) Subject to the limitations hereinafter set forth, Landlord hereby agrees to provide tenant with an allowance for construction and design (the “Tenant Improvement Allowance”). landlord shall pay in the manner hereinafter set forth an amount equal to $40.00 for each square foot of rentable area of the Premises for the cost of construction of the Initial Improvements, including all license and permit fees relating to the construction (the “Construction Allowance”). In addition, Landlord shall pay an allowance of $16,000 per floor for the construction of ADA compliant bathrooms. Such allowance shall be payable at Landlord’s election by issuance of a rent credit or by cash payment, only upon presentation by Tenant of duly verifiable invoices issued by architects, engineers, contractors or materialmen clearly identifying in detail the work done or material supplied specifically for the Initial Improvements together with proof of payment therefore by Tenant.

42. GUARANTY.

This Lease is conditioned on Tenant securing and delivering to Landlord the corporate guaranty of its corporate parent, Learning Tree International, Inc. in the form attached hereto as Exhibit 3 on or before full execution hereof.

IN WITNESS WHEREOF , Landlord and Tenant have respectively executed this Lease as of the date and year first above written.


LEARNING TREE INTERNATIONAL USA INC., Tenant		CBS BROADCASTING INC., Landlord

By:	/s/ David C. Collins	By:	/s/ Elliot S. Matz
Name:	David C. Collins	Name:	Elliot S. Matz
Title:	Vice President	Title:	VP, Dir. Of R.E.

Tenant’s Tax ID Number: 54-1577802

GUARANTY OF LEASE

THIS GUARANTY OF LEASE (this “Guaranty”) is executed as of this 8 ^th day of July, 1998 by LEARNING TREE INTERNATIONAL, INC., a Delaware corporation (“Guarantor”), for the benefit of CBS BROADCASTING INC., a New York corporation (“Lessor”), with reference to the following facts:

A. Lessor and Learning Tree International USA, Inc., a Delaware corporation (“Lessee”) are, concurrently with the execution of this Guaranty, entering into that certain Lease dated as of JULY 8 ^th , 1998 (“Lease”) for the lease of certain premises located at 51 West 52 ^nd Street, New York, New York 10019, and more particularly described in the Lease. All terms capitalized, but not otherwise defined herein, shall have the same meanings ascribed to them in the Lease.

B. As a condition to Lessor entering into the Lease, Lessor has required that Guarantor guarantee the obligations of Lessee and its performance under the Lease in accordance with the terms of this Guaranty.

NOW, THEREFORE , in consideration of and as a material inducement to Lessor’s entering into the Lease, Guarantor, on behalf of itself and its successors and assigns, does hereby covenant and agree with Lessor for the benefit of Lessor and its successors and assigns, as follows:

1. OBLIGATIONS GUARANTEED . This Guaranty is an absolute, unconditional, and irrevocable guaranty of Lessee’s full payment and performance under the Lease, and Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lessor and to Lessor’s successors and assigns, the full and timely performance by Lessee (and Lessee’s successors and assigns) of each and all of the provisions (as defined below) of the Lease and any and all amendments, modifications or extensions thereof, including, without limitation, the following:

(a) the payment of all Fixed Rent and Additional Rent (hereinafter “Rent”) and all other sums and indebtedness (as defined below) accruing under the Lease, in the amounts, at the times, and in the manner set forth in the Lease;

(b) to the extent provided under the Lease, any amounts incurred by Lessor as damages caused by default by Lessee under the Lease (including, without limitation, attorneys’ fees, late charges, and interest as provided under the Lease) and any amounts expended by Lessor on account of or to cure any such default or any other failure by Lessee to perform its obligations under the Lease and to the extent provided under this Lease;

The word “indebtedness” is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, and liabilities of Lessee heretofore, now, and hereafter made, incurred, or created, whether voluntary or involuntary, and however arising, whether or not due, absolute, or contingent, liquidated or unliquidated, determined or undetermined. The word “provision” is used herein in its most comprehensive sense and includes any and all terms, agreements, covenants, conditions, clauses, qualifications, restrictions, reservations, and any other stipulations in the Lease that define or otherwise control, establish, or limit the performance required or permitted under the Lease. The indebtedness, provisions and obligations guaranteed by Guarantor under this Guaranty, made by Lessee prior to assignment to an unrelated party (i.e., a party that is not the result of a merger with Lessee or a party not controlled, controlling or under common control with Lessee), are sometimes referred to herein as the “Obligations.”

2. NATURE OF GUARANTY .

(a) The Obligations of Guarantor under this Guaranty are (i) absolute, regardless of any defenses, counterclaims, set-offs, cross-claims, or other claims which Guarantor may now have or at any time hereafter may have against Lessee, (except that this clause (i) shall not constitute a waiver of any defenses, counterclaims, setoffs, cross claims or other claims of Guarantor based upon any breach by Lessor of any provision of the Lease), and (ii) joint and several and independent of and in addition to Lessee’s obligations under the Lease. Guarantor agrees that the liability under this Guaranty shall be primary and that in any right or action which may accrue to Lessor or its successors (as defined in Paragraph 9) or assigns under the Lease or this Guaranty, Lessor or its successors or assigns, at their option, may bring a separate action against Guarantor whether the action is brought or prosecuted against any other guarantor or Lessee, or all of them, or whether any other guarantor or Guarantor or Lessee, or both of them are joined in the action.

(b) Guarantor authorizes Lessor to perform any or all of the following acts at any time in its sole discretion, upon any terms and conditions as Lessor may elect, without notice to or obtaining the consent of Guarantor, and without affecting the liability of Guarantor under this Agreement:

(i) Lessor may take and hold security for the Obligations, accept additional or substituted security, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.

(ii) Lessor may enforce any rights or remedies against Lessee that may be available under the Lease or any other agreement.

(iii) Lessor may release Lessee, any other guarantor, lessee, assignee or any other party of its or their liability for all or any of the Obligations.

(c) Guarantor expressly agrees that until each of the Obligations has been fully paid and performed and until each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor shall not be released by any act or event which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety, nor shall Guarantor be released because of (i) any waiver, extension, modification, forbearance or delay, or other act or omission of Lessor (except as hereinafter set forth), (ii) the failure of Lessor to proceed promptly or otherwise as against Lessee, Guarantor, or any third party, (iii) or any exercise or non-exercise by Lessor of any right or privilege under this Guaranty or the Lease, (iv) any action taken or omitted or circumstance which might vary the risk or affect the rights or remedies of Guarantor as against Lessee, or any other party, or (v) any further dealings between Lessee and Lessor, whether relating to the Obligations or otherwise. Guarantor hereby expressly waives and surrenders any defense to its liability under this Guaranty based upon any of the foregoing acts, omissions, agreements, waivers or any of them, it being the purpose and intent of this Guaranty that the obligations of Guarantor hereunder are absolute and unconditional under all circumstances.

3. NO LESSOR WAIVERS . No delay or omission in the exercise of any right or remedy of Lessor upon any default under the Lease by Lessee, or upon any indebtedness hereunder, shall impair such right or remedy or shall be construed as a waiver of such right or remedy. The receipt and acceptance by Lessor of delinquent Rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular Rent payment involved. Any waiver by Lessor of any default must be express and in writing and shall not be a waiver of any other default concerning the same or any provision of the Lease. Upon a failure by Lessee to pay or perform any of the Obligations, Lessor in its sole and absolute discretion, without prior notice to and without obtaining the consent of Guarantor, may elect to compromise, or adjust any part of the Obligations, or make any other accommodation with Lessee

or Guarantor, or exercise any other available remedy against Lessee or Guarantor, or proceed against or exhaust any security. No such action by Lessor shall release or limit the liability of Guarantor, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive Guarantor of the right to collect reimbursement from Lessee for any sums paid to Lessor.

4. LEASE MODIFICATIONS . The provisions of the Lease may be altered, affected, modified, amended, or changed by agreement between Lessor and Lessee at any time, or by course of conduct, without the consent of Guarantor, and Guarantor hereby waives and releases any claim that its obligations under this Guaranty would be modified, abated, reduced or released by any such alteration, modification, amendment, agreement or extension, regardless of whether Guarantor’s consent is obtained. This Guaranty shall guaranty the performance. by Lessee and its successors and assigns, of the Lease as so altered, affected, modified, amended, or changed in all cases, without the need for notice to or the consent of Guarantor. An assignment or other transfer of the Guaranty or Lease, or a Lease of all or any portion of the Premises (whether or not in compliance with the Law), shall not affect this Guaranty or Guarantor’s liability and obligations hereunder. This Guaranty shall include any liability of Lessee and its successors and assigns for Rent or otherwise which shall accrue under the Lease for any period preceding the termination of the Lease, as well as any period following the Lease Term. Notwithstanding anything to the contrary contained in this Guaranty, if the Lease is assigned by Tenant to an unaffiliated third (3rd) party, Guarantor is entitled to prior written notice of any modification, amendment or change to the Lease and shall not be liable with respect to any increased or additional obligations arising out of or resulting from any such modification amendment or change made with any Tenant other than Learning Tree International USA, Inc. without consenting thereto.

5. DEFAULT UNDER LEASE . If Lessee or any successor of Lessee shall default under the Lease in the payment of Rent, or any other indebtedness, or in the performance of any of the provisions of the Lease, and if such default shall not have been cured within the time specified in the Lease for curing said default, Guarantor shall to extent Tenant is liable therefore under the Lease, without relieving Lessee of any additional liability under the Lease, within ten (10) days after written demand by Lessor to Guarantor, pay such Rent or other indebtedness, and pay the costs and expenses (including, without limitation, attorneys’ fees) which may have been incurred by Lessor as a result of any such default or in the enforcement of Lessee’s obligations

under any provision of the Lease. In the alternative, in the event of any such default as above described, Lessor may, following ten (10) days’ prior written notice to Lessee, proceed against Guarantor, or Lessee, or Lessor may enforce against Guarantor or Lessee, or both of them, any rights that it has under the Lease or pursuant to applicable law. The words “applicable law” is used herein in its most comprehensive sense and includes any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of any municipal, county, state, federal, other governmental agency or authority having jurisdiction over Lessor, Lessee, Guarantor, the Building, and/or the Premises, or any or all of them, in effect at the time of execution of the Lease or at anytime during the Lease Term thereof, including, without limitation, any regulation or order of a quasi-official entity or body. A copy of any notice given to Tenant under the Lease shall also be given simultaneously to Guarantor.

6. GUARANTOR WAIVERS . Guarantor unconditionally, irrevocably, and expressly waives and releases: (a) any right to assert or claim that Guarantor is exonerated by any action taken by Lessor which impairs Guarantor’s rights to be subrogated to Lessor’s rights against Lessee, including, without limitation, by reason of any exercise or non-exercise by Lessor of any right or privilege under this Guaranty or the Lease; (b) the right to enforce any remedies that Lessor now has, or later may have, against Lessee until such time as all indebtedness of Lessee (relative to Lessor) has been satisfied; (c) any right to participate in, proceed against, or exhaust any security now or later held by Lessor; (d) all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty; (e) all notices of the existence, creation, or incurrence of new or additional obligations under the Lease; (f) duty of Lessor to advise Guarantor of any information known to Lessor regarding the financial condition of Lessee; (h) the right to proceed against Lessee or pursue any particular remedy in Lessor’s power; (i) any defense by reason of any disability of Lessee and any other defense based upon the termination of Lessee’s ability to perform under the Lease from any cause, including, without limitation, by reason of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, or other like proceeding relating to Guarantor or Lessee, or any action taken with respect to the Guaranty by any trustee or receiver or by any court, whether or not Guarantor shall have had notice or knowledge of any of the foregoing; and (i) all rights and defenses arising out of an election of remedies by the creditor; provided, however, that each and all of the foregoing waivers shall not constitute a waiver of any defenses, counterclaims, setoffs, cross-claims or other claims of Guarantor based upon any breach by Lessor of any provision of the Lease.

7. REPRESENTATIONS AND WARRANTIES . Guarantor makes the following representations and warranties which shall be continuing representations and warranties until this Guaranty expires in accordance with the provisions contained herein:

(a) Guarantor is a corporation duly organized or incorporated under the laws of Delaware without limitation as to the duration of its existence and is in good standing. Guarantor has the corporate power and adequate authority to make and carry out this Guaranty.

(b) The execution, delivery, and performance of this Guaranty are duly authorized and do not require the consent or approval of any governmental body or other regulatory authority; are not in contravention of, or in conflict with, any law or regulation, or any term or provision of the Articles of Incorporation or Bylaws of Guarantor; and this Guaranty is a valid and legally binding obligation of Guarantor enforceable in accordance with its terms.

(c) The execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be in contravention of. or in conflict with, any agreement, indenture, or undertaking to which Guarantor is a party or by which Guarantor or any of Guarantor’s property is or may be bound or affected and do not, and will not, cause any security interest, lien, or other encumbrance to be created or imposed upon any such property.

(d) Guarantor hereby acknowledges and warrants that Guarantor has derived or expects to derive a financial or other benefit or advantage from the Lease.

8. MISCELLANEOUS GUARANTY MATTERS . Notwithstanding any provision of this Guaranty to the contrary, Guarantor hereby agrees as follows:

(a) If at any time in connection with any sale, transfer or financing of all or any portion of the Building, any Lease of the Premises, any assignment of the Lease, any amendment of the Lease, any exercise by the Lessee of any option under the Lease or any other situation, event or context with respect to which Lessor, in good faith,-determines may put in issue the validity of any portion of this Guaranty (if no reaffirmation were obtained), Lessor requests reaffirmation by Guarantor that this Guaranty remains in full force and effect in accordance with the terms hereof and with respect to the Lease, as then modified, extended, altered or assigned, subject to Paragraph 4 above, Guarantor shall, within fifteen (15) days of Lessor’s written request, execute and deliver to Lessor such documents of reaffirmation as Lessor may reasonably request;

(b) If at any time in connection with any sale, transfer or financing of all or any portion of the Building, any Lease of the Premises, any assignment of the Lease, any amendment of the Lease, any exercise by the Lessee of any option under the Lease or any other situation, event or context with respect to which Lessor, in good faith, determines may put in issue the validity of

any portion of this Guaranty (if no estoppel were obtained), Guarantor shall, within fifteen (15) days of Lessor’s written request, execute and deliver to Lessor such estoppel certificates relating to the Lease, Lessee, this Guaranty or Guarantor as Lessor shall reasonably request; and

(c) Guarantor shall, within ten (10) days of Lessor’s written request, provide to Lessor financial statements covering the then current fiscal year to date and its two most recently completed fiscal years. Such financial statements shall be prepared in accordance with generally accepted accounting principles and shall be certified or reviewed by an independent certified public accountant. Notwithstanding the foregoing, provided the stock of Guarantor is publicly traded, it may comply with its obligation under this Section 8(c) by providing the most recently published disclosure documents (e.g., annual report, 10K, 8K).

9. ADDITIONAL DEFINED TERMS . If Lessor disposes of, sells, transfers, assigns, hypothecates, or otherwise conveys its interest in the Lease, or any pan thereof, “Lessor” as used in this Guaranty, shall mean Lessor’s successor. The word “successor” is used in its most comprehensive sense and includes any assignee, transferee, personal representative, or other person or entity succeeding lawfully, and pursuant to the provisions of the Lease to the respective rights or obligations of either party.

10. RECOVERY OF ENFORCEMENT COSTS . If Guarantor elects to enforce Lessor’s obligations or if Lessor elects to enforce Guarantor’s obligations under this Guaranty, the non-prevailing party (as determined by non-appealable decision of court of suitable jurisdiction), or any of them, shall pay to the other all costs incurred arising out of or relating to such enforcement (including, without limitation, attorneys’ fees) which obligation by such party to pay such costs shall begin to accrue upon retention by the prevailing party of attorneys, and shall be enforceable and payable regardless of whether any suit is actually filed or prosecuted to judgment.

11. APPLICABLE LAW: SEVERABILITY . The provisions under this Guaranty shall be governed by and construed in accordance with the laws of New York, without regard to principles of conflicts of laws, and its terns and provisions may not be waived, altered, modified, or amended except in writing duly signed by the parties hereto. If any provision of this Guaranty shall for any reason be determined by a court of competent jurisdiction to be unenforceable by Lessor in any respect, such unenforceability shall not affect any other provision hereof, and this Guaranty shall be construed as if such unenforceable provision had not been contained herein.

12. NOTICES . All notices and other communications hereunder (a) shall be in writing and delivered by certified mail (return receipt requested) or by overnight courier and shall be deemed duly received (i) forty-eight (48) (not including Saturdays, Sundays or holidays) hours after being delivered to the overnight courier, when delivered by overnight courier, and (ii) ninety-six (96) (not including Saturdays, Sundays or holidays) hours after being deposited in the United States mail in accordance with then current certified mail procedures, in the case of certified mail, and (b) shall be delivered or addressed to the appropriate address described below or to such other address as a particular party may From time to time designate in writing to the other party:


Guarantor:		Learning Tree International Inc. 6035 W. Century Boulevard Los Angeles, California 90045 Attn: Vice-President, Administration

Lessor:		CBS Broadcasting Inc. 51 West 52 ^nd Street New York, NY 10019 Attn: Real Estate Department

Lessee:		Learning Tree International USA Inc. 1831 Michael Faraday Drive Reston, Virginia 20190 Attn: Financial Controller

13. BINDING . Guarantor’s obligations under this Guaranty shall be binding upon Guarantor’s successors and shall inure to the benefit of and is enforceable by Lessor and its successors, assigns, and mortgagees.

14. LITIGATION MATTERS . Guarantor and Lessor hereby agree that in any action or proceeding brought on, under or by virtue of this Guaranty (a) Lessor and Guarantor I shall and do hereby waive trial by jury, (b) Lessor and Guarantor agree that any such action or proceeding shall have its venue in New York County, or the United States District Court having jurisdiction over New York County, and (c) Lessor and Guarantor each agree to submit to the jurisdiction of any court described in clause (b).

15. COUNTERPARTS . This Guaranty may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document.

IN WITNESS WHEREOF , the undersigned Guarantor, and Lessee have executed this Guaranty as of July 8 ^th , 1998.


GUARANTOR:
LEARNING TREE INTERNATIONAL, INC.

By:		/s/ Eric R. Garen
Name:		Eric R. Garen
Title:		President

By:		/s/ Gary R. Wright
Name:		Gary R. Wright
Title:		VP, Finance & CFO

LESSEE:

LEARNING TREE INTERNATIONAL, USA, INC.

By:		/s/ David C. Collins
Name:		David C. Collins
Title:		Vice President

By:		/s/ Mary C. Adams
Name:		Mary C. Adams
Title:		President

Exhibit 10.10

LEASE AGREEMENT

RESTON TOWN CENTER

RESTON, VIRGINIA

LANDLORD:

RESTON TOWN CENTER PHASE I ASSOCIATES

TENANT:

LEARNING TREE INTERNATIONAL, INC.

TABLE OF CONTENTS


		Page
ARTICLE I	DEFINITIONS OF CERTAIN TERMS	1
ARTICLE II	PREMISES	1
ARTICLE III	TERM	5
ARTICLE IV	BASE RENT	8
ARTICLE V	INCREASES IN OPERATING CHARGES	9
ARTICLE VI	USE OF PREMISES	13
ARTICLE VII	ASSIGNMENT AND SUBLETTING	14
ARTICLE VIII	MAINTENANCE AND REPAIRS	16
ARTICLE IX	ALTERATIONS	17
ARTICLE X	SIGNS	18
ARTICLE XI	SECURITY DEPOSIT	19
ARTICLE XII	HOLDING OVER	19
ARTICLE XIII	INSURANCE	19
ARTICLE XIV	SERVICES AND UTILITIES	21
ARTICLE XV	LIABILITY OF LANDLORD	23
ARTICLE XVI	RULES	24
ARTICLE XVII	DAMAGE TO BUILDING	24
ARTICLE XVIII	CONDEMNATION	26
ARTICLE XIX	DEFAULT	27
ARTICLE XX	BANKRUPTCY	29
ARTICLE XXI	SUBORDINATION	31
ARTICLE XXII	QUIET ENJOYMENT	32
ARTICLE XXIII	GENERAL PROVISIONS	33

LIST OF ATTACHMENTS :

INDEX OF CERTAIN DEFINITIONS


EXHIBIT A —		Plan Showing Premises
EXHIBIT A-1 —		Expansion Space
EXHIBIT A-2 —		Reston Town Center, Urban Core, Phase I
EXHIBIT B —		Work Agreement
EXHIBIT C —		Form of Certificate Affirming Lease Commencement Date
EXHIBIT D —		Rules
EXHIBIT E —		Method for Measuring Floor Area
EXHIBIT F —		HVAC Specifications
EXHIBIT G —		Cleaning Specifications
EXHIBIT H —		Base Rent

LEASE AGREEMENT

LEASE AGREEMENT (this “Lease”) is dated as of December 28th, 1990, by and between RESTON TOWN CENTER PHASE I ASSOCIATES, a Virginia general partnership an and lord”), and LEARNING TREE INTERNATIONAL, INC., a California corporation (“Tenant”).

ARTICLE I

DEFINITIONS OF CERTAIN TERMS

This Article defines certain terms used in this Lease. Certain other terms are defined in the places shown in the Index of Certain Definitions attached to this Lease. For convenience, this Article shows [in brackets] a reference to where each term defined in this Article first is used in the later Sections of this Lease. When used in this Lease, except where the context otherwise requires, the following terms shall have the meanings indicated:

1.1 Base Rent: the monthly rental payments set forth on Exhibit H attached hereto.

1.2 Broker(s): Grubb & Ellis and Coldwell Banker. [§ 23.3]

1.3 Building: a building containing approximately 44,488 square feet of rentable office area, with an address of 1805 Library Street, Reston, Virginia, and located on approximately 20 acres of land (the “Land”). [§ 2.11]

1.4 Lease Term Length: one hundred twenty (120) months. [§ 3.11]

1.5 Operating Charges Base Year: calendar year 1990. [§ 5.11]

1.6 Premises: approximately 30,656 square feet of rentable area comprising (i) all of the rentable area on the second (2nd) floor of the Building and (ii) approximately 5,548 square feet of rentable area located on the third (3rd) floor of the Building, substantially as shown on Exhibit A. The rentable area of the Premises shall be field verified by Tenant’s architect upon the Lease Commencement Date. [§ 2.11]

ARTICLE II

PREMISES

2.1 Tenant leases the Premises from Landlord for the Lease Term (as hereinafter defined) and upon the conditions and covenants stated in this Lease. Tenant shall have the non-exclusive right to use the common and public areas of the Building for purposes of ingress to and egress from the Building. The common and public areas of the Reston Town Center, Urban Core, Phase I, are shown on Exhibit A-2 attached hereto.

2.2 Landlord agrees to provide, for use by Tenant, a number of parking spaces equal to the product of thirty-five ten-thousandths (.0035) and the number of square feet of the rentable area of the Premises. Said product shall be rounded to the nearest integer number. Tenant shall be entitled to park one vehicle within a marked parking space in the parking areas (including the parking structure or structures) serving the Building for each parking space available to Tenant. Except as provided in the next to last sentence of this Section 2.2, Tenant shall not use, or permit its Invitees to use, any number of parking spaces in excess of the number allocated as provided above. The parking rights granted to Tenant hereunder shall not be assignable,

except in conjunction with a permitted assignment of this Lease or a permitted subleasing of the Premises. Tenant and its Invitees shall comply with the reasonable regulations promulgated by Landlord from time to time relating to parking. Landlord shall not be required to reserve or police the use of the parking areas; provided that Landlord may, at its option, limit access to the parking areas, by mechanical gates or otherwise, to ensure that only authorized users are admitted to the parking areas. Tenant and its employees shall not park in any spaces designated for use by the handicapped or by visitors only. The parking rights granted to Tenant hereunder shall be free of charge during the initial ten-year Lease Term. During the first Renewal Term, Tenant shall pay ninety percent (90%) of the prevailing market rate for Tenant’s parking spaces. During the second Renewal Term, Tenant shall pay ninety-five percent (95%) of the prevailing market rate for Tenant’s parking spaces. Tenant shall be informed of the then-prevailing rate for reserved and unreserved parking spaces at the time Base Rent for each Renewal Term is determined pursuant to Section 3.5 below. In addition to the parking spaces allocated to Tenant hereunder, Tenant and its invitees shall have the right to use up to one hundred (100) additional spaces on an intermittent but routine basis. If Tenant reasonably notifies Landlord that such additional spaces are not available for Tenant and its invitees, then between the hours of 8:00 A.M. and 9:30 A.M. on the days that Tenant conducts classes in the premises, Landlord shall provide a parking attendant to direct Tenant and its invitees to available parking, which shall be located no more than five hundred (500) feet from any entrance to the office portion of the Building. In the event future construction within the Reston Town Center development results in the displacement or dislocation of any of the parking areas available for Tenant’s use, Landlord shall furnish Tenant with reasonable prior notice of the exact location of any parking areas thus affected and the location of substitute parking areas to be furnished by Landlord for use by tenants of the building.

2.3 Landlord hereby grants Tenant the following expansion option:

(1) At a time between the sixtieth (60th) and seventy-second (72nd) months of the initial Lease Term, Tenant shall have the option (the “Expansion Option”) to lease approximately 5,081 rentable square feet on the third (3rd) floor of the Building contiguous to the Premises (the “Expansion Space”). The Expansion Space is outlined on Exhibit A attached hereto. Landlord agrees to notify Tenant, within fifteen (15) days following Tenant’s written request, of the date upon which Landlord in good faith anticipates that the Expansion Space will be available for Delivery to Tenant. Prior to exercising the Expansion Option, Tenant shall have the right, upon at least three (3) days prior written notice to Landlord, to inspect the Expansion Space, in the company of a representative of Landlord and in a manner that does not materially interfere with the operations of the then-current tenant or occupant of the Expansion Space. Tenant shall exercise the Expansion Option by delivering written notice thereof to Landlord no later than the last day of the fifty-first (51st) month within the Lease Term. If Tenant fails to timely exercise its option, Tenant’s right to lease the Expansion Space shall irrevocably lapse. Within sixty (60) days following its receipt of Tenant’s exercise notice, Landlord shall notify Tenant of the date (within the period set forth above) on which Landlord will deliver possession of the Expansion Space to Tenant. Upon delivery of the Expansion Space to Tenant, the Expansion Space

shall become part of the Premises, subject to all the terms and conditions of this Lease (including the renewal rights set forth in Section 3.5 below). Base Rent for the Expansion Space shall be $2.20 per rentable square foot per month from the date of delivery through the seventy-second (72nd) month in the Lease Term and shall thereafter be the same rate per rentable square foot as is in effect for the original Premises. The Expansion Space shall be accepted by Tenant in its “as is” condition; provided, however, that Landlord shall repair any damage to the Expansion Space caused by the prior tenant in the course of vacating the Expansion Space to the extent that such damage exceeds the damage ordinarily associated with an office move.

(2) In the event there exists an Event of Default under this Lease on the date of Tenant’s election notice or at any time thereafter, up to and including the date on which possession of the Expansion Space is to be delivered to Tenant, then, at Landlord’s option, possession of the Expansion Space shall not be delivered to Tenant, and Tenant’s right to lease the Expansion Space shall lapse and be of no further force or effect.

(3) Landlord shall incur no liability if Landlord is unable to deliver possession of the Expansion Space to Tenant due to any holdover tenant’s refusal to vacate. Landlord agrees at its expense to take all reasonable legal action to recover such Expansion Space from any holdover tenant. In the event of such a holdover, if Landlord then has other space in the Building that is freely available for leasing and that is not then the subject of bona fide negotiation with any prospective tenant (“Freely Available”), Tenant shall be afforded the opportunity to occupy such space on a temporary basis, at a reasonable market rental rate, until the Expansion Space is available for Tenant’s occupancy or until Landlord desires to make such temporary space available for occupancy by another tenant.

2.4 Landlord hereby grants to Tenant a right of first notice during the first five (5) years within the Lease Term, of the availability for leasing of any space located on the third (3rd) floor of the Building that has been previously leased and that, in the aggregate with all space previously leased by Tenant pursuant to this Section 2.4, does not comprise more than 3,000 square feet of rentable area. Each such space, as it becomes available for re-lease, is referred to as the “Previously Leased Option Space.” Tenant’s right of first notice of the availability to lease each Previously Leased Option Space shall be subject to, and shall be exercised in accordance with, the following terms and conditions:

(a) The lease for the Previously Leased Option Space shall be coterminous with this Lease (including any extensions or renewals thereof).

(b) Landlord shall give Tenant written notice of the availability of any Previously Leased Option Space promptly after Landlord becomes aware that any Previously Leased Option Space will be becoming available for re-leasing (but no earlier than one (1) year before such space is expected to be vacated by the prior tenant). Such notice shall set forth the effective Base Rent and other economic terms and conditions upon which Landlord in good faith anticipates leasing the Previously Leased Option Space to a new tenant following the marketing thereof. Tenant shall have a period of twenty-one (21) days following receipt of such notice to notify Landlord in writing that Tenant elects to lease the Previously Leased Option Space upon such terms. If Tenant so elects, then, within twenty-one (21) days thereafter, Landlord and

Tenant shall promptly execute an amendment to this Lease, or, at Landlord’s option, a new lease upon substantially the same terms and conditions as this Lease, leasing to Tenant the Previously Leased Option Space upon all the terms and conditions described in this Section. Such document shall be prepared by Landlord’s attorney. If Tenant does not elect within the required period to lease the Previously Leased Option Space, then Landlord shall be free to lease the Previously Leased Option Space to any other person or entity on such terms and conditions as Landlord in its sole discretion may determine; provided, however, that Landlord shall not thus lease the Previously Leased Option Space to a third party without first offering Tenant another opportunity to lease such space, in accordance with the terms of this Section 2.4, if (i) Landlord wishes to lease such space to a third party at an effective Base Rent that is more than twenty percent (20%) lower than the effective Base Rent at which Landlord had offered to lease such Previously Leased Option Space to Tenant, or (ii) if more than six (6) months has elapsed since the date on which such Previously Leased option Space was last offered to Tenant hereunder, In no event may Tenant elect to lease less than all of any particular Previously Leased Option Space.

(c) In the event there exists an Event of Default under this Lease on the date of Tenant’s election notice or at any time thereafter, up to and including the date on which possession of the Previously Leased Option Space is to be delivered to Tenant, then, at Landlord’s option, possession of the Previously Leased Option Space shall not be delivered to Tenant, and Tenant’s right to lease the Previously Leased Option Space shall lapse and be of no further force or effect.

(d) Landlord shall incur no liability if Landlord is unable to deliver possession of the Previously Leased Option Space to Tenant due to any holdover tenant’s refusal to vacate. Landlord agrees at its expense to take all reasonable legal action to recover such Previously Leased Option Space from any holdover tenant. In the event of such a holdover, if Landlord then has other space in the Building that is Freely Available, Tenant shall be afforded the opportunity to occupy such space on a temporary basis, at a reasonable market rental rate, until the Previously Leased Option Space is available for Tenant’s occupancy or until Landlord desires to make such temporary space available for occupancy by another tenant.

(e) Tenant’s rights under this Section are subject to Landlord’s rights to continue to lease space to any then-current tenant of such space beyond the expiration date of the lease term of such tenant’s lease.

(f) Tenant shall have no rights pursuant to this Section 2.4 with respect to any space all or part of which Landlord intends to offer to Tenant pursuant to Section 2.3 above as all or part of the Expansion Space. If, notwithstanding the immediately-preceding sentence, Landlord does lease to Tenant as Previously Leased Option Space any space that Landlord had intended to offer to Tenant as part of the Expansion Space, then Landlord and Tenant shall appropriately amend Section 2.3 of this Lease to reflect the fact that the space in question has already been leased by Tenant and that the Expansion Option will accordingly be reduced in scope. Notwithstanding anything in clause (b) above to the contrary, the terms of any such lease of Previously Leased Option Space which Landlord had intended to offer as Expansion Space shall be determined pursuant to Section 2.3 above.

ARTICLE III

TERM

3.1 This Lease is effective between the parties when fully executed by them. The period referred to in this Lease as the “Lease Term” shall commence on the Lease Commencement Date determined as provided in Section 3.2. The Lease Term shall continue for the Lease Term Length shown in Article I; provided that, if the Lease Commencement Date is not the first day of a month, then the Lease Term shall continue for the Lease Term Length plus that number of days necessary to make the Lease Term expire on the last day of the month in which the Lease Term Length expires. The Lease Term shall also include any renewal or extension of the term of this Lease when exercised.

3.2 The “Lease Commencement Date” shall be the earlier of (a) the later of (i) the Anticipated Occupancy Date (as defined in Exhibit B hereto) or (ii) the date the Tenant Work is deemed Substantially Completed as determined pursuant to Exhibit B, or (b) the date Tenant commences doing business within the Premises. Promptly after the Lease Commencement Date is ascertained, Landlord and Tenant shall execute a certificate (substantially in the form of Exhibit C) confirming the Lease Commencement Date and any other matters reasonably requested by Landlord.

3.3 It is presently anticipated that the Premises will be delivered to Tenant on May 1, 1991. If Landlord does not complete construction and deliver possession of the Premises by such date, then, except as provided in this Section 3.3, Landlord shall not have any liability whatsoever, and this Lease shall not be rendered voidable, on account thereof. In the event the Tenant Work is not Substantially Completed by the Anticipated Occupancy Date, then, except to the extent such delay is attributable to any of the factors set forth in Section 23.21 hereof, two (2) days’ Base Rent payable hereunder shall be abated for each day of delay of Substantial Completion. As described in I Paragraph 4 of Exhibit B, the date of Substantial Completion of the Tenant Work takes into account the effect of Tenant Delays.

3.4 “Lease Year” shall mean a period of twelve (12) consecutive months commencing on the Lease Commencement Date and each successive twelve (12) month period thereafter; provided, however, that if the Lease Commencement Date is not the first day of a month, then the second Lease Year shall commence on the first day of the month in which the first anniversary of the Lease Commencement Date occurs, and each successive Lease Year shall commence on the anniversary of the second Lease Year. The period in which the Lease Term expires or terminates shall be a Lease Year even if it is shorter than twelve (12) months.

3.5 (a) Landlord hereby grants to Tenant the conditional right, exercisable at Tenant’s option, to renew the term of this Lease for two (2) terms (each a “Renewal Term”). The length of each Renewal Term shall be five (5) years (the “Renewal Term Length”). If exercised, and if the conditions applicable thereto have been satisfied, each Renewal Term shall commence immediately following the end of the Lease Term provided in this Lease as it may have been renewed. The right of renewal herein granted to Tenant with respect to each Renewal Term shall be subject to, and shall be exercised in accordance with, the following terms and conditions:

(1) Tenant shall exercise its right of renewal with respect to the Renewal Term by giving Landlord written notice thereof not later than three hundred sixty five (365) days prior to the expiration date of the Lease Term, as the Lease Term may theretofore have been renewed.

(2) In the event the renewal option notice is not given timely, Tenant’s right of renewal with respect to the Renewal Term and any subsequent Renewal Terms shall lapse and be of no further force or effect. Landlord agrees to furnish Tenant with written notice no

more than ninety (90) days and no fewer than ten (10) days before the last day on which Tenant is permitted to exercise a renewal option hereunder, if Tenant has neither exercised such renewal option nor disclaimed an intention to exercise such renewal option. If Landlord is required to furnish a notice pursuant to the immediately-preceding sentence and fails to furnish such notice by the date that is ten (10) days before Tenant’s right to exercise its renewal option is to Lapse, then, notwithstanding the first sentence of this Clause (2), Tenant’s right shall not lapse until the date that is ten (10) days after Landlord furnishes such a notice to Tenant.

(3) The renewal option may be exercised only with respect to the entire Premises, not with respect to only a part of the Premises.

(4) In the event there exists an Event of Default under this Lease on the date the renewal option notice is sent or any time thereafter up to and including the date the Renewal Term is to commence, then, at Landlord’s option, the Renewal Term shall not commence and the Lease Term shall expire at the date the Lease Term would have expired without such renewal.

(b) During any Renewal Term, all the terms, conditions, covenants and agreements set forth in this Lease, including but not limited to the full pass-through of increases in Operating Charges, shall continue to apply and be binding upon Landlord and Tenant, except that:

(1) the Base Rent shall be calculated at the beginning of the first Renewal Term so that the Base Rent per rentable square foot payable during each Lease Year of such Renewal Term shall be equal to the greater of (A) ninety percent (90%) of Market Rent or (B) the Base Rent per rentable square foot payable by Tenant under this Lease immediately prior to the first Renewal Term, and the Base Rent shall be calculated at the beginning of the second Renewal Term so that the Base Rent per rentable square foot payable during each Lease year of such Renewal Term shall be equal to the greater of (A) ninety-five percent (95%) of Market Rent or (B) the Base Rent per rentable square foot payable by Tenant under this Lease immediately prior to the second Renewal Term;

(2) upon commencement of the First Renewal Term, Landlord shall grant Tenant an allowance toward the cost of refurbishing the Premises, in an amount equal to the product of (i) the number of square feet of rentable area in the Premises, (ii) five dollars ($5.00), and (iii) a fraction, the numerator of which is the CPI-W figure for DC-MD-VA published most recently prior to the commencement of the First Renewal Term, and the denominator of which is such CPI-W figure published most recently prior to the Lease Commencement Date;

(3) if Base Rent for the Renewal Term is determined with reference to Market Rent pursuant to clause (1)(~) above, then the Operating Charges Base Amount during such Renewal Term shall be the Operating Charges actually incurred during the calendar year in which the Renewal Term commences; and

(4) In no event shall Tenant have the right to renew the Lease Term beyond the expiration of the last Renewal Term provided for in Section 3.5(a) or in the event this Lease is terminated as provided in the other provisions of this Lease.

(c) “ Market Rent” shall be the fair market amount of Base Rent as of the commencement of the Renewal Term in question, determined as follows:

(1) At any time within eighteen (18) months prior to the expiration of the then-current Lease Term, Tenant may by written notice to Landlord (a “Rental Rate Request”) request that Landlord furnish Tenant with Landlord’s estimate of Market Rent. Tenant’s delivery of a Rental Rate Request shall not constitute or be deemed an exercise by Tenant of its renewal option, and such option shall be deemed exercised only when and if Tenant timely delivers the option notice described in clause (a)(l) of this Section 3.5. However, if Tenant has not theretofore delivered a Rental Rate Request, Tenant’s option notice shall also be deemed a Rental Rate Request. Within fifteen (15) days following Tenant’s delivery of a Rental Rate Request, or the occurrence of any other event requiring the determination of Market Rent hereunder, Landlord shall give Tenant a written notice setting forth Landlord’s estimate of Market Rent. Landlord’s estimate shall be conclusive and binding on the parties hereunder unless, within twenty-five (25) days after the giving of such estimate, Tenant shall give Landlord a written notice stating that Tenant disputes Landlord’s estimate. Upon the giving of Tenant’s notice, Landlord and Tenant shall commence negotiations concerning the amount of base rent that shall constitute Market Rent. The parties shall have thirty (30) days after the date such negotiations are required to commence in which to agree on such Market Rent.

(2) If Tenant exercises its right to renew this Lease for a Renewal Term, but the parties do not reach agreement concerning Market Rent pursuant to clause (1) above, then the parties shall each appoint a licensed real estate broker with at least five (5) years of active experience in office space leasing in the Tysons/Dulles corridor and who has not previously been employed by the party designating such broker (except in the capacity of cooperating broker, or as an appraiser of Market Rent) (a “Qualified Broker”). The two (2) brokers shall each, within ten (10) days following their appointment, determine the Market Rent. If the lower of the two Market Rent determinations is not less than ninety-five percent (95%) of the higher of the two determinations, then the Market Rent shall be the mean of the two determinations. If the lower of the two Market Rent determinations is less than ninety-five percent (95%) of the higher of the two determinations, then the two brokers shall render separate written reports of their determinations and shall within ten (10) days thereafter together appoint a third broker. Such third broker shall be furnished with the written reports of the first two brokers and any appropriate supporting documentation. The third broker shall then, within ten (10) days, deliver its determination of Market Rent. The Market Rent shall equal the mean of the two closest determinations; provided, however, that (i) if any determination is agreed upon by any two of the Qualified Brokers, then Market Rent shall equal such agreed-upon determination, and (ii) if any determination is equidistant from the other two determinations, then Market Rent shall equal such middle determination. Landlord and Tenant shall each bear the cost of its Qualified Broker and shall share equally the cost of any additional Qualified Broker. In the event Market Rent is determined to be an amount such that the Base Rent during the Renewal Term will be greater than the Base Rent in effect immediately prior to the Renewal Term, then Tenant shall

have the option, exercisable by written notice delivered to Landlord within ten (10) days after the final determination of Market Rent hereunder, to rescind its election to extend the term of this Lease for the Renewal Term in question; provided, however, that if for any reason the determination of Market Rent has not been finalized by the date that is twelve (12) months before the expiration of the then-current Lease Term, then Tenant may rescind its election to extend the term of this Lease by notice furnished to Landlord on or before such date, and Tenant shall not have any right after such date to rescind its election, If Tenant exercises any rescission right, then, notwithstanding anything in this subsection (2) to the contrary, Tenant shall pay the cost of all brokers employed to determine Market Rent.

(3) Among the factors to be considered in determining Market Rent shall be (i) the rental rates then being quoted by (A) Landlord for space in the Building, and (B) other landlords for first-class office space in multi-tenanted, multi-story, first-class office buildings in comparable mixed-use complexes in the Tysons-Dulles corridor, (ii) the age, condition and use of the Building and the Premises, and (iii) prevailing market conditions expected to exist as of the date Base Rent based on Market Rent is to commence (including base rents, escalations, rental abatement periods, other tenant concessions, and other terms expected to be agreed to in market leases entered into at such time).

(4) Promptly following the determination of Market Rent, Landlord’s attorney shall prepare and the parties shall execute an amendment to this Lease stating the Market Rent and Base Rent so determined.

3.6 Tenant shall have the right to terminate this Lease as of the last day of the sixth (6 ^th ) Lease Year (the “Termination Date”), subject to the following terms and conditions. Tenant may exercise such right only by giving Landlord written notice thereof not later than the last day of the fifth (5 ^th ) Lease Year. If Tenant timely exercises such right, then Tenant shall deliver to Landlord, with such written notice, a termination payment in the amount of $693,809.40 (which amount shall be increased or reduced pro rata if the rentable area of the Premises is increased or reduced prior to Tenant’s exercise of the termination option). Such termination payment shall be in addition to, and not in lieu of, the rental payments due and payable hereunder through the- Termination Date. If Tenant does not timely exercise its right of termination pursuant to this Section, then such right shall immediately lapse and be of no further force or effect.

ARTICLE IV

BASE RENT

4.1 Tenant shall pay the Base Rent in monthly installments n advance on the first day of each month during a Lease Year. f the day Tenant’s rent obligation commences is not the first day of a month, then the Base Rent from such rent commencement date until the first day of the following month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent payable during the Lease Year in which the rent commencement date occurs. Concurrently with Tenant’s execution of this Lease, Tenant shall pay’ to Landlord the sum of $35,562.36, which amount shall be credited toward the first monthly installment(s) of the Base Rent payable under this Lease for the Premises.

4.2 All Base Rent and other sums payable by Tenant shall be paid to Landlord in legal tender of the United States, at the address to

which notices to Landlord are to be given, or to such other party or such other address as Landlord may designate in writing. Landlord’s acceptance of rent after it shall have become due and payable shall not excuse a delay upon subsequent occasions or constitute a waiver of rights.

4.3 In consideration of Tenant’s entering into this Lease, Landlord has agreed to grant to Tenant a series of rent credits in the aggregate amount of $955,302. Such credits are reflected in the rent schedule attached hereto as Exhibit H , and are applied against the Base Rent due for the first thirty-six (36) months within the Lease Term.

4.4 As an inducement to Tenant to enter into this Lease, Landlord hereby grants Tenant the amount of $1,360,794 (the “Leasehold Allowance”), to be applied toward Tenant’s obligations under its existing lease of premises from JTL Tycon Towers I Limited Partnership (“JTL Tycon”) at 8000 Towers Crescent Drive, Vienna, Virginia as amended (collectively, the “JTL ease”), subject to the following terms and conditions:

(a) Concurrently with its execution of this Lease, (i) Tenant shall exercise the right of early termination granted to it under Section 11 of the Addendum to the JTL Lease (as amended), and (ii) the $537,422 termination payment that is due to JTL Tycon upon exercise of such termination option shall be furnished by Landlord.

(b) Concurrently with Tenant’s execution of this Lease, Landlord shall disburse to Tenant the sum of $372,443 from the Leasehold Allowance.

(c) The entire balance of the Leasehold Allowance (after payment of the amounts described in Paragraph (a) and Paragraph (b) above), which equals $450,929, shall be disbursed by Landlord to Tenant when Tenant takes occupancy of the Premises.

(d) Tenant hereby represents that, to Tenant’s actual knowledge, no default by Tenant (beyond applicable notice and cure periods) currently exists under the JTL Lease, and that Tenant has not received any written notice from JTL Tycon of any condition which with the passage of time would constitute a default under the JTL Lease.

(e) From and after the date hereof, Tenant shall make all payments due to JTL Tycon pursuant to the terms of the JTL Lease in accordance with the terms of the JTL Lease.

ARTICLE V

INCREASES IN OPERATING CHARGES

5.1 Tenant shall pay Tenant’s proportionate share of the amount by which Operating Charges during each calendar year falling entirely or partly within the Lease Term exceed a base amount (the “Operating Charges Base Amount”) equal to the greater of (i) the Operating Charges incurred by Landlord during the Operating Charges Base Year and (ii) $274,713.40 (which amount is equal to $6.50 per occupied rentable square foot of office area in the Building, assuming 95% occupancy. For purposes of this Section, Tenant’s proportionate share shall be that percentage which is equal to a fraction, the numerator of which is the number of square feet of rentable area in the Premises, and the denominator “of which is the number of square feet of rentable office area in the Building. It is agreed that, as of the date of this Lease, Tenant’s proportionate share is equal to 68.9%.

5.2 “Operating Charges” shall mean all expenses incurred by Landlord and directly attributable to owning, operating, maintaining

and repairing the Building and/or the Land, including but not limited to:

(a) Electricity, water, sewer and other utility charges;

(b) insurance premiums;

(d) costs of service and maintenance contracts;

(e) maintenance and repair expenses which are deducted by Landlord in computing its federal income tax liability;

(f) amortization, with interest at a rate determined by Landlord to reflect its cost of funds, based on accounting practices generally accepted for office buildings, for capital expenditures made by Landlord intended or expected to reduce operating expenses or required to comply with Laws (and not as a replacement necessitated by wear and tear on I the item being replaced);

(g) Real Estate Taxes;

(h) charges for janitorial services;

(i) assessments or other amounts payable to any association or associations now or hereafter established under a recorded covenant running with the Land and other parcels of land in the vicinity of the Land to administer, oversee or enforce common covenants affecting the complex or area in which the Building is located, or to operate, maintain, or repair common or public areas or facilities of the complex or area in which the Building is located, including assessments imposed

(1) to pay for landscaping and other capital improvements in such common areas or facilities (but not capital improvements made as part of the initial development of the Reston Town Center Complex),

(2) to pay for the operation, maintenance and repair of the cultural center planned for said complex or area,

(3) to pay for any transportation system (excluding transportation improvements made as part of the initial development of the Reston Town Center Complex) contemplated by any covenants or governmental requirements now or hereafter affecting the Building, and

(4) to pay for any architectural review board or other administrative expenses;

(j) any business, professional or occupational license tax payable by Landlord with respect to the Building;

(k) costs of decorating and landscaping the grounds and the common areas of the Building; and (1) any sales tax paid by Landlord with respect to goods and services in connection with the foregoing. Operating Charges shall not include:

(1) payment of principal or interest due under any mortgage or deed of trust;

(2) depreciation allowance of any type;

(3) capital improvements costs (other than those described in clause (f) above), whether principal or interest;

(4) compensation paid to officers of Landlord or officers of the management agent or any one else above the level of asset manager;

(5) the cost of tools, equipment and material used in the initial construction of the Building;

(6) costs directly resulting from the gross negligence or willful misconduct of Landlord, its agents, contractors or employees;

(7) costs for which Landlord is reimbursed by any insurance;

(8) costs for any structural maintenance, replacement or redesign (except as provided in clause (f) above);

(9) leasing commissions, legal fees and other expenses incurred by Landlord or his agents in connection with negotiations or disputes with tenants or prospective tenants (other than with Tenant’s sublessees or assignees) for the ~building;

(10) costs or expenses associated with the enforcement of any leases (other than with Tenant’s sublessees or assignees) by Landlord;

(11) costs or fees relating to the defense of Landlord’s title or interest in the real estate containing the Building or any part thereof;

(12) costs incurred by Landlord in connection with the initial construction of the Building and related facilities;

(13) expenses for the correction of defects in Landlord’s initial construction of the Building or project;

(14) any costs or expenses relating to Landlord’s obligations under any workletter to construct tenant improvements, including Landlord’s obligations pursuant to Exhibit B;

(15) costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating space for tenants in the Building;

(16) costs for renovating or improving vacant or unleased space in the Building (other than common areas);

(17) Landlord’s costs of any services sold or provided to tenants for which Landlord is entitled to be reimbursed by such tenants under the lease with such tenants;

(18) expenses in connection with services or other benefits of a type which are not made available to Tenant but which are provided to another tenant or occupant;

(19) costs incurred due to violation by Landlord or any tenant of the terms and conditions of any lease;

(20) any expense for Landlord’s advertising and promotional program for the Building;

(21) renovation of the Building made necessary by the exercise of eminent domain; and

(22) any cost incurred to Landlord or an affiliate of Landlord for the provision of any goods or services. to the extent such cost exceeds the cost than prevailing in transactions between unrelated parties.

5.3 “Real Estate Taxes” shall mean: (a) all real estate taxes, including general and special assessments, if any, which are imposed upon Landlord or assessed against the Building and/or the Land; (b) any other present or future taxes or governmental charges that are imposed upon Landlord or assessed against the Building or the Land which are in the nature of or in substitution for real estate taxes, including any tax levied on or measured by the rents payable by tenants of the Building; and (c) reasonable expenses (including reasonable attorneys’ fees) incurred in reviewing or seeking a reduction of real estate taxes. Real Estate Taxes shall not include any tax upon Landlord’s net income or profits. In the event any Real Estate Taxes are payable in installments over time, then Landlord shall elect (or shall be deemed for purposes hereof to have elected) to pay such taxes over the maximum permissible number of installments. Any interest or fee charged by the taxing authority as a condition to Landlord’s right to pay such taxes in installments shall be included in Real Estate Taxes. Landlord shall pay all Real Estate Taxes by the date due, and shall, upon Tenant’s written request, furnish Tenant with evidence of such payment. Real Estate Taxes shall not include any interest or penalties incurred by

Landlord by reason of Landlord’s failure to pay in a timely manner any Real Estate Taxes.

5.4 If the average occupancy rate for the Building during any calendar year (including, without limitation, the Operating Charges Base Year) is less than ninety-five percent (95%), or if any tenant is separately paying for electricity, janitorial or other services furnished to its premises which would otherwise be included in Operating Charges, then Operating Charges for such calendar year shall be deemed to include all additional expenses, as reasonably estimated by Landlord, which would have been incurred during such calendar year if such average occupancy rate had been ninety-five percent (95%) and if Landlord paid for such electricity, janitorial and other services furnished to such premises. For example, if the average occupancy rate for the Building during a calendar year is eighty percent (80%), and if the janitorial contractor charges are $1.00 per square foot of occupied rentable area per year, and if the Building contains one hundred thousand (100,000) square feet of rentable area, then it would be reasonable for Landlord to estimate that if the Building had been ninety-five percent (95%) occupied during such year, then janitorial charges for such year would have been ninety-five thousand dollars ($95,000).

5.5 If any amounts comprising Operating Charges are incurred not just with respect to the Building, but also with respect to one or more other buildings or areas, then Landlord shall reasonably allocate such amounts between the Building and such other buildings or areas. Any Operating Charges or Real Estate Taxes incurred with respect to the Land shall be reasonably allocated among the Building and other buildings hereafter to be constructed on the Land. Prior to the construction of such other Buildings, only that portion of such Operating Charges and Real Estate Taxes that is allocable to the Building and to the portion of the Land that is associated with the Building shall be included among the expenses comprehended by this Article V. To the extent that any of such expenses are allocated among the buildings situated on the Land under the terms of any declaration of covenants affecting such buildings, the allocation formula used in such declaration shall be reasonably determined and then also be used for purposes of this Section 5.5. Similarly, if any amounts comprising Operating Charges are incurred not just with respect to the office area of the Building, but also with respect to the retail area of the Building, then Landlord shall reasonably allocate such amounts between the office and retail areas of the Building. Such allocation shall be made on a fair and equitable basis, based on the usage of or benefits received from the service, utility or item in question. All utilities furnished to retail tenants shall be separately metered, and retail tenants shall pay for the removal of trash from their premises. The allocation of any amounts reasonably determined by Landlord pursuant to this Section shall be binding on Tenant.

5.6 At the beginning of each calendar year that begins during the Lease Term, Landlord may submit a statement setting forth the amount by which Operating Charges that Landlord reasonably expects to be incurred during each calendar year exceed the Operating Charges Base Amount, and Tenant’s proportionate share of such excess. Tenant shall pay to Landlord on the first day of each month after receipt of such statement, until Tenant’s receipt of any succeeding statement, an amount equal to one twelfth (1/12) of such share.

5.7 Within approximately one hundred twenty (120) days after the end of each calendar year, Landlord shall submit a statement showing (a) Tenant’s proportionate share of the amount by which Operating Charges incurred during the preceding calendar year exceeded the operating Charges Base Amount, and (b) the aggregate amount of Tenant’s estimated

payments during such year. If such statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual liability, then Tenant shall deduct the net overpayment from its next estimated payment(s) pursuant to this Article, or, at Tenant’s option, shall receive a refund of such amount. If such statement indicates that Tenant’s actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess.

5.8 Landlord’s failure or delay in rendering any particular statement or statements contemplated by this Article shall not prejudice Landlord’s right thereafter to render such statement or statements.

5.9 If the Lease Term expires on a day other than the last day of a calendar year, then Tenant’s liability for Operating Charges incurred during such year shall be proportionately reduced.

5.10 Landlord agrees to retain the books and records substantiating the Operating Charges incurred in each calendar year for a period of at least three (3) years. Tenant shall have the right, during business hours and upon reasonable prior notice, from time to time to inspect Landlord’s books and records relating to Operating Charges, and/or to have such books and records audited at Tenant’s expense by a certified public accountant mutually designated by Landlord and Tenant, except that any audit that discloses a discrepancy of more than three percent (3%) in the annual Operating Charges and/or Real Estate Taxes shall be at Landlord’s expense. Any discrepancy shall be promptly corrected by a payment of any shortfall to Landlord by Tenant within thirty (30) days after the applicable audit, or by a credit against the next payment(s1 of rent hereunder or (at Tenant’s election) a refund of the overpaid amount within thirty (30) days, as may be applicable. In the event Tenant does not contest a statement of Operating Charges within one hundred twenty (120) days after it is rendered, such statement shall become binding and conclusive, except that any such statement which is shown to contain deliberate misrepresentations shall not be binding and conclusive until three (3) years after it is rendered.

ARTICLE VI

USE OF PREMISES

6.1 Tenant shall use the Premises solely for general office purposes (including but not limited to, technical education classrooms) and for such other ancillary purposes as are permitted by law and consistent with the first-class nature of the Building. Tenant shall not use the Premises for any unlawful purpose or in any manner that will or is likely to (a) constitute waste, nuisance or unreasonable annoyance to Landlord or any tenant of the Building, (b) violate the terms of the occupancy or use permit covering the Premises, (c) impair or interfere with any base building systems or facilities, (d) adversely affect the character, appearance or reputation of the Building, or (e) increase the number of parking spaces required for the Building. Tenant shall comply with all present and future laws, ordinances, regulations and orders (collectively, “Laws”) concerning the use, occupancy and condition of the Premises and all machinery, equipment and furnishings therein. Notwithstanding the foregoing, Tenant shall not be responsible for compliance with any Laws that apply to office premises in Fairfax County, Virginia generally if the requirement for compliance with the same does not arise from Tenant’s particular use or design of the Premises, as distinguished from general office use. Landlord shall obtain the original use or occupancy permit for the Premises. Use of the Premises is subject to all covenants, conditions and restrictions now or hereafter of record. Landlord represents that the zoning regulations applicable to the Building and

any covenants, conditions or restrictions appertaining to the Building permit the use of the Premises for the uses contemplated hereunder.

6.2 Tenant shall pay before delinquency any business, rent or other tax or fee that is now or hereafter assessed or imposed upon Tenant’s use or occupancy of the Premises, the conduct of Tenant’s business in the Premises or Tenant’s equipment, fixtures, furnishings, inventory or personal property. If any such tax or fee is enacted or altered so that such tax or fee is imposed upon Landlord or so that Landlord is responsible for collection or payment thereof, then Tenant shall pay the amount of such tax or fee promptly to Landlord upon demand.

6.3 Tenant shall not generate, use, store or dispose of any Hazardous Materials in or about the Building. “Hazardous Materials” shall mean: (a) “hazardous wastes,” as defined by the Resource Conservation and Recovery Act of 1976, as amended from time to time; (b) “hazardous substances,” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time; (c) “toxic substances,” as defined by the Toxic Substances Control Act, as amended from time to time; (dl “hazardous materials,” as defined by the Hazardous Materials Transportation Act, as amended from time to time; (e) oil or other petroleum products; and (f) any substance which under any Federal or state law or regulation now or hereafter in effect is identified as being hazardous to health or the environment. Notwithstanding the foregoing, Tenant may use and store within the Premises reasonable quantities of customary office and cleaning supplies.

ARTICLE VII

ASSIGNMENT AND SUBLETTING

7.1 Tenant shall not assign this Lease or any of Tenant’s rights or obligations hereunder, or sublet or permit anyone to occupy the Premises or any part thereof, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided Landlord reasonably determines that the proposed assignee or subtenant (i) is of a type and quality consistent with a first-class office building, and (ii) has the financial capacity to undertake and perform the obligations of the sublease or of this Lease. No assignment or transfer of this Lease may be effected by operation of law or otherwise without Landlord’s prior written consent as provided above. Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as a waiver or release of Tenant from liability hereunder.

Any assignment, subletting or occupancy, Landlord’s consent thereto or Landlord’s collection or acceptance of rent from any assignee, subtenant or occupant shall not be construed as relieving Tenant or any 1 assignee, subtenant or occupant from the obligation of obtaining Landlord’s prior written consent to any subsequent assignment, subletting or occupancy. Tenant assigns to Landlord any sum due from any assignee, subtenant or occupant of Tenant as security for Tenant’s performance of its obligations pursuant to this Lease. Following an Event of Default, Tenant authorizes each such assignee, subtenant or occupant to pay such sum directly to Landlord if such

assignee, subtenant or occupant receives written notice from Landlord specifying that such rent shall be paid directly to Landlord. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee, subtenant or occupant as a tenant.

All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed to extend to any subtenant, assignee or occupant of Tenant, and Tenant shall cause such persons to comply with all such restrictions and obligations. If the Lease Term or Tenant’s right of possession shall terminate prior to the stated expiration of the Lease Term, then, at Landlord’s option in its sole and absolute discretion, Landlord may (but shall not be required to) succeed to the rights of Tenant under any or all subleases or assignments entered into by Tenant. Tenant shall not mortgage, pledge or encumber this Lease without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. For all purposes of this Lease, the term “sublet” or “subletting” shall include any assignment of Tenant’s rights with respect to the relevant portion of the Premises.

7.2 If Tenant is a partnership, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of partners owning a controlling interest in Tenant shall be deemed an assignment of this Lease subject to this Article. Subject to Section 7.5 below, if Tenant is a corporation, then any dissolution, merger, consolidation or other reorganization of Tenant, or any sale or transfer of a controlling interest of its capital stock, other than a sale or transfer undertaken in the context of tenant becoming a publicly-held corporation listed on a national stock exchange or trading in the over-the-counter market, shall be deemed an assignment of this Lease subject to this Article. If any assignment is deemed to have occurred pursuant to this Section, the assignee shall be deemed to be paying fair market rent for purposes of determining the excess rent referred to in Section 7.4 below.

7.3 In order to request the consent of Landlord to an assignment, sublease or other transfer (other than to a Permitted Transferee) of all or part of the Premises or this Lease pursuant to this Article, Tenant shall give Landlord written notice (“Tenant’s Request Notice”) of the identity of the proposed assignee or subtenant and its business, all terms of the proposed assignment or subletting, the commencement date of the proposed assignment or subletting (the “Proposed Sublease Commencement Date”) and the area proposed to be assigned or sublet (the “Proposed Sublet Space”). Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant, a certification executed by Tenant and such proposed assignee or subtenant stating whether (and to what extent) any premium or other consideration is being paid for the proposed assignment or sublease, and all other information requested by Landlord concerning such proposed assignee or subtenant.

7.4 If, pursuant to the agreements or understandings effecting or relating to any sublease, assignment or other transfer (whether by operation of law or otherwise), the subtenant, assignee or other transferee is to pay any amount in excess of the sum of (i) the rent and other charges due under this Lease, and (ii) the reasonable costs incurred by Tenant in obtaining the assignment or sublease (including legal fees, brokerage commissions, advertising costs and tenant concessions), then, whether such excess be in the form of an increased rental, lump sum payment, payment for the sale or lease of fixtures or other leasehold improvements or any other form (and if the applicable space does not constitute the entire Premises, the existence of such excess shall be determined on a pro rata basis), Tenant shall pay to

Landlord any such excess upon such terms as shall be specified I by Landlord and in no event later than ten (10) days after Tenant receives (or is deemed to have received) such excess. Landlord shall have the right to inspect Tenant’s books and records relating to any sublease, assignment or other transfer. Any sublease, assignment or other transfer shall be effected on forms reasonably approved by Landlord.

7.5 Notwithstanding the foregoing provisions of this Article VII, Tenant shall have the right, upon prior written notice to Landlord, but without Landlord’s consent, to assign this Lease, or to sublet all or any part of the Premises, to (a) any entity resulting from a merger or consolidation with Learning Tree International, Inc. or (b) any corporation succeeding to all the business and assets of Learning Tree International, Inc., provided that the net worth of the surviving or successor entity is at least equal to the net worth of Tenant as of the date of execution of this Lease, and provided that the net worth of such surviving or successor entity is at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer. Notwithstanding the foregoing provisions of this Article VII, Tenant shall have the right, upon prior written notice to Landlord, but without Landlord’s consent, to assign this Lease, or to sublet all or any part of the Premises, to any affiliates of Tenant. An Affiliate of Tenant is any entity that controls, is controlled by, or is under common control with Tenant. Any entity to which this Lease is assigned or to which the Premises are sublet pursuant to the terms of this Section 7.5 shall be referred to in this Lease as a “Permitted Transferee.” Sections 7.2, 7.3, and 7.4 shall not apply to any assignment or subletting undertaken pursuant to this Section 7.5.

ARTICLE VIII

MAINTENANCE AND REPAIRS

8.1 Tenant shall keep and maintain the Premises and all fixtures and equipment located therein in clean, safe and sanitary condition, shall take good care thereof and make all repairs thereto, shall suffer no waste or injury thereto, and at the expiration or earlier termination of the Lease Term, shall surrender the Premises in the same order and condition in which they were on the Lease Commencement Date, ordinary wear and tear and insured casualty excepted. Except as otherwise provided in Article XVII, all injury, breakage and damage to the Premises and to any other part of the Building or the Land caused by any act or omission of any invitee, agent, employee, subtenant, assignee, contractor, client, family member, licensee, customer or guest of Tenant (collectively “Invitees”) or Tenant, shall be repaired by and at Tenant’s expense, except that, if Tenant fails to make such repair within a reasonable time following Landlord’s demand therefor, Landlord shall have the right at Landlord’s option to make any such repair and to charge Tenant for all costs and expenses incurred in connection therewith. In an emergency, Landlord may make such repair without any prior demand upon Tenant. Landlord shall, at Landlord’s expense, repair any damage caused by the negligence or misconduct of Landlord, its agents or employees. Landlord shall provide and install replacement tubes for building standard fluorescent light fixtures and all other conventional light bulbs and tubes for the Premises at Tenant’s expense (which expense shall not be included in Operating Charges pursuant to Article V).

8.2 Landlord shall keep and maintain in good order and repair appropriate for a first-class office building the base-building structure and systems, including the roof, exterior walls, elevators, electrical, plumbing and HVAC systems, and the parking areas, landscaping, ground floor lobby and other common areas and facilities of

the Building. In addition, Landlord shall maintain and repair Tenant’s private bathrooms within the Premises and the uninterrupted power source described in Paragraph 3(b) of Exhibit B.

ARTICLE IX

ALTERATIONS

9.1 The original improvement of the Premises shall be accomplished by Landlord in accordance with Exhibit B. Landlord is under no obligation to make any alterations, decorations, additions, improvements or other changes (collectively “Alterations”) in or to the Premises except as set forth in Exhibit B or otherwise expressly provided in this Lease.

9.2 Tenant shall not make or permit anyone to make any Alteration in or to the Premises or the Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed with respect to proposed Alterations that are not visible from the exterior of the Premises, do not affect the Building’s structure, and do not impair the Building’s mechanical, electrical, plumbing or HVAC systems. Any Alteration made by Tenant shall be subject to the preceding sentence and shall be made: (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor and in accordance with plans and specifications and procedures reasonably approved in writing by Landlord; (d) in accordance with legal requirements and requirements of any insurance company insuring the Building; (el after obtaining any required consent of any Mortgagee; and (f) after obtaining a workmen’s compensation insurance policy reasonably approved in writing by Landlord and any other insurance reasonably required by Landlord (provided, however, that this requirement shall be satisfied if such insurance is carried by the contractor performing the work). Upon completion of the Alteration, Tenant shall deliver to Landlord written, unconditional waivers of mechanics’ and materialmen’s liens against the Premises and the Building from all contractors, subcontractors, laborers and material suppliers for all work and materials in connection with such Alteration. If any lien (or a petition to establish a lien) is filed in connection with any Alteration, then such lien (or petition) shall be discharged by Tenant at Tenant’s expense within twenty (20) days thereafter by the payment thereof or filing of a bond acceptable to Landlord. Landlord’s consent to the making of an Alteration shall be deemed not to constitute Landlord’s consent to subject its interest in the Premises or the Building to liens which may be filed in connection therewith. Tenant shall hire Landlord (or its designee) to perform any structural Alteration, provided that the charge to Tenant therefor is reasonable. Notwithstanding anything to the contrary contained in this Article IX, Tenant shall have the right from time to time and at any time, without Landlord’s consent, to perform the following work within the Premises: (i) paint and install wall coverings, (ii) install and remove office furniture, (iii) relocate existing electrical outlets, (iv) install and remove workstations, (v) install and remove Tenant’s equipment and perform cable pulls in connection therewith (provided no work within the walls or above the ceiling tiles is performed in connection with such installation and removal), and (vi) install and remove carpeting and other floor coverings. If appropriate in view of the nature and scope of the Alterations, Tenant shall furnish Landlord

with an updated set of “as-built” drawings reflecting any alterations made by Tenant.

9.3 If any Alteration for which Landlord’s consent is required is made without Landlord’s prior written consent, then Landlord shall have the right at Tenant’s expense to remove and correct such Alteration and restore the Premises and the Building to their condition immediately prior thereto or to require Tenant to do the same. All Alterations to the Premises or the Building made by either party shall immediately become Landlord’s property and shall remain upon and be surrendered with the Premises at the expiration or earlier termination of the Lease Term; provided, however, that Tenant shall have the right to remove, prior to the expiration or earlier termination of the Lease Term, all of Tenant’s trade fixtures, movable furniture, furnishings and equipment (collectively, “Tenant’s Removables”); and except that Tenant shall be required to remove all Alterations to the Premises or the Building which Landlord designates in writing for removal at the time Landlord approves installation of such Alteration. Movable furniture, furnishings and equipment shall be deemed to exclude any item which would normally be removed from the Premises with the assistance of any tool or machinery other than a dolly. Landlord shall have the right to repair at Tenant’s expense all damage to the Premises or the Building caused by such removal or to require Tenant to do the same. If any such furniture, furnishing or equipment is not removed by Tenant prior to the expiration or earlier termination of the Lease Term, then the same shall become Landlord’s property and shall be surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right to remove from the Premises at Tenant’s expense such furniture, furnishing or equipment and any Alteration which Landlord designated in writing for removal as set forth above.

ARTICLE X

SIGNS

10.1 Landlord will list Tenant’s name in the Building directory, if any, and provide building standard signage on or near the primary suite entry door. Tenant shall have the right to affix a sign displaying Tenant’s trade name to the exterior of the Building, on the east and west elevations facing Discovery Street and Library Street, upon the following terms and conditions:

(a) Landlord shall obtain, at Tenant’s expense, the initial permit required with respect to such sign, provided that Tenant’s specifications for the sign conform to all government and quasi-governmental requirements;

(b) the location of such sign shall be mutually agreed upon by Landlord and Tenant;

(c) the size, materials, color, design and other aspects of such sign shall be acceptable to Landlord in its reasonable judgment; and

(d) Landlord shall have the right to remove such sign at the expiration or earlier termination of the Lease Term at Tenant’s expense.

Landlord hereby agrees to grant Tenant an allowance in the amount of $10,000 to be applied toward the cost of Tenant’s exterior sign. If the cost of Tenant’s exterior sign is less than $10,000, the unused portion of such allowance shall be paid to Tenant within thirty (30) days after the Lease Commencement Date. Tenant shall not paint, affix or otherwise display on any part of the exterior or interior of the Building any other sign, advertisement or notice, other than signs in the interior of the Premises that are not visible from the exterior of the Premises. If any such item that has not been approved by Landlord is so displayed, then Landlord shall have the right to remove such item at

Tenant’s expense or to require Tenant to do the same. Landlord hereby agrees not to grant exterior signage rights to any other office tenant in the Building, except for the right given to A-Point, Inc:, in its lease dated August 20, 1990, to post a Western Union sign on the Building. The rights granted to Tenant under this Section 10.1 shall also inure to the benefit of any Permitted Transferee (as defined in Section 7.5 above).

ARTICLE XI

SECURITY DEPOSIT

[Intentionally Omitted]

ARTICLE XII

HOLDING OVER

12.1 Tenant acknowledges that it is extremely important that Landlord have substantial advance notice of the date on which Tenant will vacate the Premises, because Landlord will (a) require an extensive period to locate a replacement tenant, and (b) plan its entire leasing and renovation program for the Building in reliance on its lease expiration dates. Tenant also acknowledges that if Tenant fails to surrender the Premises at the expiration or earlier termination of the Lease Term, then it will be conclusively presumed that the value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a result thereof, far exceed the Base Rent and additional rent that would have been payable had the Lease Term continued during such holdover period.

Therefore, unless Landlord (in its discretion) consents to Tenant’s continued occupancy of the Premises, in which event such tenancy shall be on such terms and conditions as may be mutually agreed to by Landlord and Tenant, if Tenant does not immediately surrender the Premises upon the expiration or earlier termination of the Lease Term, then the rent shall be increased to equal the greater of (1) fair market rent for the Premises, or (2) double the Base Rent, additional rent and other sums that would have been payable pursuant to the provisions of this Lease if the Lease Term had continued during such holdover period. Such rent shall be computed on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Premises have been vacated.

Landlord’s acceptance of such rent shall not in any manner adversely affect Landlord’s other rights and remedies, including Landlord’s right to evict Tenant and to recover damages.

ARTICLE XIII

INSURANCE

13.1 Tenant shall not conduct any activity or place any item in or about the Building which may increase the cost of any insurance on the Building. If any increase in the cost of such insurance is due to any such activity or item, then (whether or not Landlord has consented to such activity or item) Tenant shall pay the amount of such increase. The

statement of any insurance company or insurance rating organization (or other organization exercising similar functions in connection with the prevention of fires or the correction of hazardous conditions) that such an increase is due to any such activity or item shall be conclusive evidence thereof.

13.2 Tenant shall maintain throughout the Lease Term, with a company licensed to do business in the Commonwealth of Virginia, approved by Landlord and having a rating equal to or exceeding A:XI in Best’s Insurance Guide: (a) broad form comprehensive general liability insurance (written on an occurrence basis and including contractual liability coverage insuring the obligations assumed by Tenant pursuant to Section 15.2 and an endorsement for personal injury); and (b) all-risk property insurance. Such liability insurance shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but in no event shall be in an amount less than two million dollars ($2,000,000) combined single limit for bodily injury or death to any one person or number of persons, and two million dollars ($2,000,000) general aggregate for property damage. Such property insurance shall be in an amount not less than that required to replace all Above-Standard Work, all Alterations and all other contents of the Premises, excluding the Building Standard Tenant Work. All liability insurance shall name Landlord, any Mortgagee and any invitee of Landlord or Landlord’s managing agent as additional insureds. All property insurance shall contain an endorsement that such insurance shall remain in full force and effect notwithstanding that the insured may have waived its claims against any person prior to the occurrence of a loss, and provide that the insurer waives all right of recovery by way of subrogation against Landlord, its partners, agents and employees.

Notwithstanding any other provision of this Lease, Tenant hereby waives any claims it may hereafter have against Landlord on account of any damage for which Tenant is covered by insurance required hereunder or under any other insurance actually carried by Tenant. All of Tenant’s insurance shall contain an endorsement prohibiting cancellation, failure to renew, reduction in amount of insurance or change of coverage (1) as to the interests of Landlord, any Mortgagee or any Invitee of Landlord or Landlord’s managing agent by reason of any act or omission of Tenant, and (2) without the insurer’s giving Landlord thirty (30) days’ prior written notice of such action. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts of insurance. Tenant shall deliver a certificate of insurance and receipts evidencing payment of the premium for all required insurance policies to Landlord on or before the Lease Commencement Date and at least annually thereafter, no less than thirty (30) days prior to the earliest expiration date set forth on such certificate.

13.3 Throughout the Lease Term, (i) Landlord shall carry comprehensive general liability insurance in at least such amounts as may be required from time to time by the holder of any Mortgage encumbering the Building, and (ii) Landlord shall insure the Building against loss due to fire and other casualties included in standard extended coverage insurance policies, with an agreed amount endorsement and replacement cost coverage, exclusive of architectural and engineering fees, excavations, footings and foundations. Landlord’s property insurance shall contain an endorsement that such insurance shall remain in full force and effect notwithstanding that the insured may have waived its claims against any person prior to the occurrence of a loss. Notwithstanding any other provision of this Lease, Landlord

hereby waives any claims it may hereafter have against Tenant on account of any damage for which Landlord is covered by insurance required hereunder or under any other insurance actually carried by Landlord.

ARTICLE XIV

SERVICES AND UTILITIES

14.1 Landlord shall furnish to the Premises air-conditioning and heating during the seasons they are required in accordance with the specifications attached hereto as Exhibit F. Landlord shall provide: janitorial service on Monday through Friday only (excluding legal public holidays celebrated-’by the Executive Departments of the Federal Government) in accordance with the specifications attached hereto as Exhibit G; electricity; water; elevator service; and exterior window-cleaning service.

The normal hours of operation of the Building will be 8:00 a.m. to 6:00 p.m. on Monday through Friday (except such holidays) and 9:00 a.m. to 12:00 p.m. on Saturday (except such holidays) and such additional hours, if any, as Landlord determines, If Tenant requires air-conditioning or heat beyond the normal hours of operation, then Landlord will furnish the same, provided Tenant gives Landlord sufficient advance notice of such requirement. Tenant shall pay for such extra service in accordance with Landlord’s then-current schedule. Notwithstanding the preceding sentence, the parties agree that the cost of such extra service during the first Lease Year shall not exceed $35.68 per hour per floor during the cooling season and $38.87 per hour per floor during the heating season, and shall be based upon the actual cost of electricity and Landlord’s reasonable estimate of the incremental wear and tear upon the WAC equipment and the increased servicing expenses relating to such equipment resulting from such extra service. In no event, however, shall Landlord’s charge for depreciation and management or administrative services in connection with after-hours HVAC usage exceed fifteen percent (15%) of the other costs associated with the provision of such service. In the event that more than one tenant in the Building requests after-hours W A C service for a particular period, then the cost of furnishing such service shall be equitably prorated among all the tenants requesting such service. Upon reasonable prior written notice, Tenant shall be entitled to have access to Landlord’s books and records relating to the cost of furnishing after-hours HVAC service and any proration of charges pursuant to the immediately-preceding sentence. The base-building HVAC system shall function within the Premises at a noise level not in excess of 45 decibels.

14.2 If any interruption of utilities or services shall continue for more than four (4) consecutive business days and shall render any portion of the Premises unusable for the normal conduct of Tenant’s business, and if Tenant does not in fact use or occupy such portion of the Premises, then all Base Rent and additional rent payable hereunder with respect to such portion of the Premises shall be abated retroactively to the first (1st) business day of such interruption and such abatement shall continue until full use of such portion of the Premises is restored to Tenant.

14.3 Landlord agrees to provide an access control system for the Building that will afford Tenant access to the Premises and to the Building garage twenty-four (24) hours per day every day of the year.

Elevators shall have floor-by-floor lockout capability. Tenant shall have the right to install its own security system for its Premises with Landlord’s approval, provided that no structural alteration of the Building is required.

ARTICLE XV

LIABILITY OF LANDLORD

15.1 Landlord, its employees and agents shall not be liable to Tenant, any Invitee or any other person or entity for any damage (including indirect and consequential damage), injury, loss or claim (including claims for the interruption of or loss to business) based on or arising out of any cause whatsoever (except as otherwise provided in this Section), including without limitation the following: repair to any portion of the Premises or the Building; interruption in the use of the Premises or any equipment therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any other person or entity) of elevators or heating, cooling, electrical, sewerage or plumbing equipment or apparatus; termination of this Lease by reason of damage to the Premises or the Building; fire, robbery, theft, vandalism, mysterious disappearance or any other casualty; actions of any other tenant of the Building or of any other person or entity; failure or inability to furnish any service or utility specified in this Lease; and leakage in any part of the Premises or the Building from water, rain, ice or snow that may leak into, or flow from, any part of the Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the Building.

If any condition exists that may be the basis of a claim of constructive eviction, then Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such condition, and in the interim Tenant shall not claim that it has been constructively evicted or is entitled to a rent abatement. Any property placed by Tenant or Invitees in or about the Premises or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be responsible therefor.

If any employee of Landlord receives any package or article delivered for Tenant, then such employee shall be acting as Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term “Building” shall be deemed to include the Land. Notwithstanding the foregoing provisions of this Section, Landlord shall not be released from liability to Tenant for any physical injury to any natural person and/or damage to property caused by Landlord’s negligence or willful misconduct to the extent such injury is not covered by insurance (a) carried by Tenant or such person, or (b) required by this Lease to be carried by Tenant.

15.2 (a) Except to the extent such damage results from the negligence or willful misconduct of Landlord, its agents or employees, Tenant shall reimburse Landlord for, and shall indemnify, defend upon request and hold Landlord, its employees and agents harmless from and against, all costs, damages, claims, liabilities, expenses (including reasonable attorneys’ fees), losses and court costs suffered by or claimed against Landlord, directly or indirectly, based on or arising out of, in whole or in part: (i) use and occupancy of the Premises or the business conducted therein; (ii) any wrongful or negligent act or omission of Tenant or any Invitee: (iii) any breach of Tenant’s obligations under this Lease, including failure to surrender the Premises upon the expiration or earlier termination of the Lease Term: (iv) any entry by Tenant or any Invitee upon the Land prior to the Lease Commencement Date: or (v) the breach of any representation or warranty made by Tenant in this Lease.

(b) Except to the extent such damage results from the negligence or willful misconduct of Tenant, its agents or employees, Landlord shall indemnify and hold Tenant, its employees and agents

harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or claimed against Tenant, directly or indirectly, based on or arising out of Landlord’s operation, management or control of the common and public areas of the Building.

15.3 If any landlord hereunder transfers the Building or such landlord’s interest therein, then such landlord shall not be liable for any obligation or liability based on or arising out of any event or condition occurring after such transfer. Within fifteen (15) days after request, Tenant shall attorn to such transferee and execute, acknowledge and deliver any document in form reasonably acceptable to Tenant submitted to Tenant confirming such attornment.

15.4 Tenant shall not have the right to offset or deduct the amount allegedly owed to Tenant pursuant to any claim against Landlord from any rent or other sum payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an independent action against Landlord.

15.5 If Tenant or any Invitee is awarded a money judgment against Landlord, then recourse for satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest in the Building. No other asset of Landlord, any partner, director or officer of Landlord (collectively “Officer”) or any other person or entity shall be available to satisfy or subject to such judgment, nor shall any Officer or other person or entity have personal liability for satisfaction of any claim or judgment against Landlord or any Officer.

ARTICLE XVI

RULES

16.1 Tenant and Invitees shall observe the rules specified in Exhibit D. Tenant and Invitees shall also observe any other rule that Landlord may promulgate for the operation or maintenance of the Building; provided that notice thereof is given and such rule is reasonable and is not inconsistent with the provisions of this Lease. Landlord shall have no duty to enforce such rules or any provision of any other lease against any other tenant; provided that Landlord shall not enforce the rules against Tenant in a way that discriminates unfairly against Tenant.

ARTICLE XVII

DAMAGE TO BUILDING

17.1 If the Premises or the Building are totally or partially damaged by fire or other casualty, and (a) Landlord’s insurance is insufficient to pay the full cost of the repair and restoration to be performed by Landlord, (b) any Mortgagee fails or refuses to make such insurance proceeds available for such repair and restoration, (c) zoning or other applicable Laws do not permit such repair and restoration, (dl the cost of repair and restoration exceeds twenty-five percent (25%) of the replacement value of the Building, or (e) in Landlord’s reasonable judgment (based on consultation with design and construction professionals) the period needed for effecting a satisfactory settlement with any insurance company involved, removing debris, preparing plans, obtaining all required governmental permits and other approvals and completing such repair and restoration will

exceed two hundred seventy (270) days after the occurrence of such damage, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage, or, if later, within ten (10) days after Landlord last receives notice of the existence of any of the circumstances in clauses (a) through (e) above. Landlord shall have no liability to Tenant in the event Landlord’s estimate of the time frame for the circumstances in clause (e) above proves inaccurate. If the Premises are totally or partially damaged by fire or other casualty that renders the Premises totally or partially inaccessible or unusable, and the conditions in clause (e) above exist with respect to the Premises, then Landlord shall so notify Tenant and Tenant shall have the right, at Tenant’s option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage, or, if earlier, within ten (10) days after Landlord notifies Tenant that Landlord intends to proceed with repair and restoration as required by this Article. In the event a fire or casualty occurs during the last twelve (12) months within the Lease Term, and Landlord determines that the damage will take more than thirty (30) days to repair or restore, either party shall have the right to terminate this Lease by written notice delivered to the other party within ten (10) days after Landlord notifies Tenant of such determination. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage) and paid to the date of termination.

17.2 If this Lease is not terminated as a result of such damage, then, after collecting the insurance proceeds attributable to such damage, Landlord shall diligently repair and restore the Premises to substantially the same condition they were in prior to such damage; provided, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant’s trade fixtures, furnishings, equipment or personal property. Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage. If this Lease is not terminated as a result of such damage, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that: (1) if such damage was caused by the act or omission of Tenant or any Invitee, then Tenant shall not be entitled to any such rent reduction; and (2) if a delay in the substantial completion of such repair and restoration shall occur as a result of any cause of the kind described in Exhibit B as a Tenant Delay, including any failure by Tenant to provide Landlord with any information required for preparation of plans and specifications for such repair or restoration within fifteen (15) business days of Landlord’s request or any delay by Tenant in giving authorizations, approvals or substitutions necessary for completion of the repair or restoration, then Tenant shall not be entitled to any rent reduction for any period in excess of the period which would be necessary regardless of the aforementioned delays to restore the Premises to Building Standard condition.

ARTICLE XVIII

CONDEMNATION

18.1 If one-third or more of the area of the Premises or occupancy of one-third or more of the area of the Premises shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose or sold under threat of such a taking or condemnation (collectively, “Condemned” or “Condemnation”), then this Lease shall terminate on the date title vests in such authority and rent shall be apportioned as of such date. If less than one-third of-the Premises or occupancy thereof is Condemned, then Landlord shall restore the portion of the Premises not Condemned to a complete architectural unit and this Lease shall continue in full force and effect as to the part of the Premises not Condemned, except that as of the date title vests in such authority Tenant shall not be required to pay the Base Rent and additional rent with respect to the part of the Premises Condemned. If there is a Condemnation of the Land or the Building for which the award, damages and other compensation can reasonably be expected to exceed twenty-five percent (25%) of the replacement value of the Land or Building, then regardless of whether the Premises are affected, Landlord shall have the right to terminate this Lease as of the date title vests in such authority by written notice to Tenant within forty-five (45) days of the date title vests in such authority. Notwithstanding anything in this Section 18.1 to the contrary, in the event (i) less than one-third of the Premises is Condemned but Tenant reasonably determines that it is unable to continue the operation of its business in the remaining Portion of the Premises, or (ii) more than one-third of the parking areas available to the Reston Town Center complex is Condemned and Landlord fails to make reasonable substitute parking facilities available, then Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (30) days after title vests in the condemning authority.

18.2 All awards, damages and other compensation paid by such authority on account of such condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or the authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, permanent leasehold improvements installed at Landlord’s expense or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for the value of Tenant’s Removables (as defined in Section 9.3 above) and for relocation expenses, as to which items Landlord shall make no claim; provided that such claim shall in no way diminish the amounts payable to Landlord in connection with such condemnation.

ARTICLE XIX

DEFAULT

19.1 An “Event of Default” is: (a) Tenant’s failure to make when due any payment of the Base Rent or the monthly installments of additional rent pursuant to Section 5.6 on or before the date such payment is due, provided that there shall exist no Event of Default unless Tenant shall have been given written notice of such failure and shall not have made the payment within five (5) business days following the giving of such notice; (b) Tenant’s failure to perform or observe any material covenant or condition, if such failure is not susceptible to cure; (c) Tenant’s failure to perform or observe any covenant or condition that is susceptible to cure, if such failure continues for thirty (30) days after written notice thereof from Landlord, provided that, if such violation or failure is susceptible to cure but is not capable of being cured within such thirty (30) day period, there shall exist no Event of Default provided Tenant promptly commences to cure such violation or failure and diligently pursues such cure to completion and actually completes such cure within one hundred twenty (120) days from the date of Landlord’s notice; (dl Tenant’s failure, for a period in excess of thirty (30) days to occupy (or cause an assignee or subtenant to occupy) continuously the Premises; (el an Event of Bankruptcy as specified in Article XX; or (f) Tenant’s dissolution or liquidation.

19.2 This Lease is entered into on the express condition that, if there shall be an Event of Default, including an Event of Default prior to the Lease Commencement Date, then the provisions of this Section shall apply. Landlord shall have the right, at its sole option, to terminate this Lease. In addition, with or without terminating this Lease, Landlord may, upon undertaking appropriate legal process, re-enter, terminate Tenant’s right of possession and take possession of the Premises. The provisions of this Article shall operate as a notice to quit, any other notice to quit or of Landlord’s intention to re-enter the Premises being expressly waived. If Landlord elects to terminate this Lease and/or elects to terminate Tenant’s right of possession, then everything in this Lease to be done by Landlord shall cease, without prejudice, however, to Tenant’s liability for all rent and other sums accrued through the later of termination or Landlord’s recovery of possession. Landlord may relet the Premises or any part thereof, alone or together with other premises, for such term(s) (which may extend beyond the date on which the Lease Term would have expired but for Tenant’s default) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant’s obligations be diminished by reason of, Landlord’s failure to relet the Premises or collect any rent due upon such reletting. Whether or not this Lease is terminated, Tenant nevertheless shall remain liable for the Base Rent, additional rent or damages which may be due or sustained prior to such default, all costs, fees and expenses (including without limitation reasonable attorneys’ fees, brokerage fees and expenses incurred in placing the Premises in first-class rentable condition) incurred by Landlord in pursuit of its remedies and in renting the Premises to others from time to time. Tenant shall also be liable for additional damages which at Landlord’s election shall be either Monthly Damages or Present Value Damages. “Monthly Damages” shall be an amount equal to the Base Rent and

additional rent which would have become due during the remainder of the Lease Term, less the amount of rental, if any, which Landlord receives during such period from others to whom the Premises may be rented (other than any additional rent payable as a result of any failure of such other person to perform any of its obligations), which damages shall be computed and payable in monthly installments, in advance, on the first day of each calendar month following Tenant’s default and continuing until the date on which the Lease Term would have expired but for Tenant’s default; provided, however, that if at the time of any reletting of the Premises there exists other space in the Building available for leasing, then the Premises shall be deemed the last space rented, even though the Premises may be relet prior to the date such other space is leased. Separate suits may be brought to collect any such Monthly Damages for any month(s), and such suits shall not in any manner prejudice Landlord’s right to collect any such damages for any subsequent month(s), or Landlord may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term. “Present Value Damages” shall be an amount equal to the present value (as of the date of Tenant’s default) of the difference between (i) the Base Rent and additional rent which would have become due through the date on which the Lease Term would have expired but for Tenant’s default and (ii) the fair market rental value (as reasonably determined by Landlord) of the Premises for the same period, which damages shall be payable to Landlord in a lump sum on demand. For purpose of this Section, present value shall be computed by discounting at a rate equal to one (1) whole percentage point above the discount rate then in effect at the Federal Reserve Bank nearest to the Building. Tenant waives any right of redemption, re-entry or restoration of the operation of this Lease under any present or future law, including any such right which Tenant would otherwise have if Tenant shall be dispossessed for any cause.

19.3 Landlord shall have the right to terminate any renewal or expansion right contained in this Lease, and to grant or withhold any consent or approval pursuant to this Lease in its sole and absolute discretion, if an Event of Default has occurred and is continuing on the date such renewal or expansion right is exercised or such consent or approval sought. To the extent of Landlord’s damages, Landlord shall have no obligation to refund to Tenant or to credit to Tenant against any other amounts or installments coming due to Landlord hereunder any amount otherwise owed or creditable by Landlord to Tenant pursuant to the terms of this Lease if (a) Tenant is in default hereunder but an Event of Default has not occurred, unless such default is cured prior to the expiration of any applicable grace period or (b) an Event of Default has occurred and is continuing. The provisions of this Section shall apply notwithstanding anything to the contrary in this Lease, and whether or not this Lease and/or Tenant’s right of possession is terminated as a result of Tenant’s default.

19.4 Landlord’s rights and remedies set forth in this Lease are cumulative and in addition to Landlord’s other rights and remedies at law or in equity, including those available as a result of any anticipatory breach of this Lease. Landlord’s exercise of any such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or remedy. Landlord’s delay or failure to exercise or enforce any of Landlord’s rights or remedies or Tenant’s obligations shall not constitute a waiver of any such rights, remedies or obligations. Landlord shall not be deemed to have waived any default unless such waiver expressly is set forth in an instrument signed by

Landlord. Any such waiver shall not be construed as a waiver of any covenant or condition except as to the specific circumstances described in such waiver. Neither Tenant’s payment of an amount less than a sum due nor Tenant’s endorsement or statement on any check or letter accompanying such payment shall be deemed an accord and satisfaction. Notwithstanding any request or designation by Tenant, Landlord may apply any payment received from Tenant to any payment then due. Landlord may accept the same without prejudice to Landlord’s right to recover the balance of such sum or to pursue other remedies. Re-entry and acceptance of keys shall not be considered an acceptance of a surrender of this Lease.

19.5 If more than one natural person and/or entity shall constitute Tenant, then the liability of each such person or entity shall be joint and several. If Tenant is a general partnership or other entity the partners or members of which are subject to personal liability, then the liability of each such partner or member shall be joint and several. If Tenant is a partnership, without limiting any other proper means for service of process upon Tenant or its partners, Tenant represents and warrants to Landlord that each General Partner has irrevocably appointed the person to whom notices to Tenant under this Lease are to be addressed as its agent for service of process in all matters relating to this Lease. Tenant represents and warrants to Landlord that neither Tenant, nor any Guarantor, nor any General Partner, is entitled, directly or indirectly, to diplomatic or sovereign immunity.

19.6 If Tenant fails to make any payment to any third party or to do any act herein required to be made or done by Tenant, then Landlord may, but shall not be required to, make such payment or do such act. Landlord’s taking such action shall not be considered a cure of such failure by Tenant or prevent Landlord from pursuing any remedy it is otherwise entitled to in connection with such failure. If Landlord elects to make suck payment or do such act, then all expenses incurred, plus interest thereon at the Default Rate from the date incurred to the date of payment thereof by Tenant, shall constitute additional rent. The “Default Rate” shall equal the rate per annum which is three (3) whole percentage points above the prime rate published from time to time in the Money Rates section of the Wall Street Journal, or such replacement rate as Landlord may designate if said prime rate is not available.

19.7 If Tenant fails to make any payment of the Base Rent, additional rent or any other sum payable to Landlord within five (5) business days after the date such payment is due and payable (without regard to any grace period specified in Section 19.1), then Tenant shall pay a late charge of five percent (5%) of the amount of such payment. In addition, such payment and such late charge shall bear interest at the Default Rate from the sixth (6th) business day after the date such payment was due to the date of payment.

ARTICLE XX

BANKRUPTCY

20.1 An “Event of Bankruptcy” is: the occurrence, with respect to Tenant, of any of the following: (a) Tenant’s becoming insolvent, as that term is defined in Title 11 of the United States Code (the “Bankruptcy Code”), or under the insolvency laws of any state (the Insolvency Laws”); (b) appointment of a receiver or custodian for any property of Tenant, or the institution of a foreclosure or attachment action upon any property of Tenant; (c) filing of a voluntary petition by Tenant under the provisions of the Bankruptcy Code or Insolvency Laws; (d) filing of an involuntary petition against Tenant as the

subject debtor under the Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed within sixty (60) days after filing, or (2) results in the issuance of an order for relief against the debtor; or (e) Tenant’s making or consenting to an assignment for the benefit of creditors or a composition of creditors.

20.2 Upon occurrence of an Event of Bankruptcy, Landlord shall have all rights and remedies available pursuant to Article XIX; provided, however, that while a case (the “Case”) in which Tenant is the subject debtor under the Bankruptcy Code is pending, Landlord’s right to terminate this Lease shall be subject, to the extent required by the Bankruptcy Code, to any rights of Tenant or its trustee in bankruptcy (collectively, “Trustee”) to assume or assign this Lease pursuant to the Bankruptcy Code. Trustee shall not have the right to assume or assign this Lease unless Trustee promptly: (a) cures all defaults under this Lease; (b) compensates Landlord for damages incurred as a result of such defaults; (c) provides adequate assurance of future performance on the part of Tenant or Tenant’s assignee; (d) complies with the other requirements of this Article; and (el complies with all other requirements of the Bankruptcy Code. If Trustee fails to assume or assign this Lease in accordance with the requirements of the Bankruptcy Code within sixty (60) days after entry of an order for relief then Trustee shall be deemed to have rejected this Lease. Adequate assurance of future performance shall require that the following minimum criteria be met: (1) Tenant’s gross receipts in the ordinary course of business during the thirty (30) days preceding the Case must be greater than ten (10) times the next monthly installment of the Base Rent and additional rent; (2) both the average and median of Tenant’s monthly gross receipts in the ordinary course of business during the seven (7) months preceding the Case must be greater than ten (10) times the next monthly installment of the Base Rent and additional rent; (3) Trustee must pay its estimated pro-rata share of the cost of all services performed or provided by Landlord (whether directly or through agents or contractors and whether or not previously included as part of the Base Rent) in advance of the performance or provision of such services; (4) Trustee must agree that Tenant’s business shall be conducted in a first-class manner, and that no liquidating sale, auction or other non-first-class business operation shall be conducted in the Premises; (5) Trustee must agree that the use of the premises as stated in this Lease shall remain unchanged and that no prohibited use shall be permitted; (6) Trustee must agree that the assumption or assignment of this Lease shall not violate or affect the rights of other tenants in the Building and the complex or area in which the Building is located; (7) Trustee must pay at the time the next monthly installment of the Base Rent is due, in addition to such installment, an amount equal to the monthly installments of the Base Rent and additional rent due for the next six (6) months thereafter, such amount to be held as a security deposit; (8) Trustee must agree to pay, at any time Landlord draws on such security deposit, the amount necessary to restore such security deposit to its original amount; and (9) all assurances of future performance specified in the Bankruptcy Code must be provided, If Trustee shall propose to assume and assign this Lease to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Trustee, then notice of such proposed assignment shall be given to Landlord by Trustee no later than twenty (20) days after receipt by Trustee of such offer, but in any event no later than ten (10) days prior to the date that Trustee shall make application to the court of competent jurisdiction for

approval to assume this Lease and enter into such assignment, and Landlord shall thereupon have the option, to be exercised by notice to Trustee given at any time prior to the date of such application, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the offer made by such person, less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease.

ARTICLE XXI

SUBORDINATION

21.1 For purposes of this Lease, a “Mortgage” is any of the following: any mortgage, deed of trust, financing statement or similar security or financing instrument securing any existing or future debt or obligation and encumbering or affecting the Building; any master lease, ground lease or other underlying lease or sublease under which Landlord is lessee or sub lessee of the Building; and all renewals, extensions, modifications, recastings or refinancings of any such agreement or instrument. A “Mortgagee” is the holder or other party secured by, or lessor under, any Mortgage. Provided the applicable Mortgagee delivers to Tenant a nondisturbance agreement on such Mortgagee’s commercially reasonable standard form (and in recordable form) agreeing that such Mortgagee or any purchaser in a foreclosure sale shall recognize and be bound by the terms of this Lease upon a foreclosure (as long as no Event of Default exists hereunder), this Lease shall be subject and subordinate to the lien, provisions, operation and effect of all Mortgages hereafter encumbering the Building or the Land. The provisions of this Article shall be effective without any further document signed by Tenant; however, in confirmation of the provisions of this Article, Tenant shall at Landlord’s reasonable request promptly execute any requisite or appropriate documents.

21.2 The holder of any Mortgage to which this Lease is subordinate shall have the right (subject to any required approval of the holder of any superior mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such Mortgage, but such superiority shall not limit the ability of any Mortgagee to exercise the rights granted in its Mortgage, including but not limited to the right to direct the application of insurance or condemnation proceeds. Such election by a Mortgagee may be made in its Mortgage, in an advertisement of a foreclosure sale, or in a separate document executed before, or within a reasonable time after, a foreclosure. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant’s obligations in the event any foreclosure is prosecuted or completed or in the event the Land, the Building or Landlord’s interest therein is sold at a foreclosure. At the request of any purchaser in foreclosure or other successor to any Mortgagee, provided such purchaser or successor recognizes this Lease and agrees to perform the obligations of Landlord thereafter arising hereunder, Tenant shall attorn to such purchaser or successor and shall recognize such purchaser or successor as the landlord under this Lease. Upon such attornment such purchaser or successor shall not be: (1) bound by any payment of the Base Rent or

additional rent more than one (1) month in advance; (2) bound by any amendment of this Lease made without the written consent of the Mortgagee under each Mortgage existing as of the date of such amendment; (3) liable for any breach, act or omission of any prior landlord; (4) subject to any offsets, defenses or counterclaims which Tenant might have against any prior landlord; (5) obligated to perform any work for Tenant or the Premises; or (6) liable for the return of any security deposit not actually received by such purchaser or successor. For all purposes of this Lease, the term “foreclosure” shall include a sale under a power of sale.

21.3 If any lender or prospective lender providing financing secured by the Building requires as a condition of such financing that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely affect Tenant’s use of the Premises as herein permitted, and (c) do not increase the rent and other sums to be paid by Tenant, then Landlord may submit to Tenant an amendment to this Lease incorporating such modifications. Such amendment shall be in form reasonably acceptable to Tenant. Tenant shall execute, acknowledge and deliver such amendment to Landlord within twenty (20) days after receipt.

ARTICLE XXII

QUIET ENJOYMENT

22.1 Landlord covenants that if Tenant shall perform timely all of its obligations, then, subject to the provisions of this Lease, Tenant shall during the Lease Term peaceably and quietly occupy and enjoy possession of the Premises without hindrance by Landlord or anyone rightfully claiming through Landlord.

22.2 Landlord reserves the right to: (a) change the street address and name of the Building or the complex or area in which the Building is located; (b) change the arrangement and location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building, provided Tenant’s use of and access to the Premises is not materially adversely affected thereby; (c) erect, use and maintain pipes and conduits in and through the Premises, provided Tenant’s use of and access to the Premises is not materially adversely affected thereby; (d) grant to anyone the exclusive right to conduct any particular business in the Building not inconsistent with the permitted use of the Premises; (e) use or lease exclusively the roof areas, the sidewalks and other exterior areas, provided Tenant’s use of and access to the Premises is not materially adversely affected thereby; (f) re-subdivide the Land or to combine the Land with other lands; (g) construct improvements (including kiosks) on the Land and in the public and common areas of the Building; (h) relocate any parking area designated for Tenant’s use, provided Landlord makes comparable alternative parking areas that comply with applicable zoning requirements available for Tenant’s use and provided Landlord complies with the provisions of Section 2.2 hereof; and (i) install and display signs, advertisements and notices on any part of the exterior or interior of the Building (except as provided in Section 10.1 above). Exercise of any such right shall not be considered a constructive eviction or a disturbance of Tenant’s business or occupancy.

22.3 Without limiting the generality of the preceding Section, Tenant’s rights under this Lease shall extend only to the surfaces facing the interior of the space identified in Article I as the Premises, and not to any other areas, including but not limited to: (a) exterior walls (except as provided in Section 10.1 above); (b) the space above the hung ceiling; (c) the space below the underside of the Premises; (dl the Land; (e) the roof of the Building; and (f) the common or public areas of the Building (except for ingress and egress purposes expressly permitted by this Lease).

22.4 In the event Landlord fails to cure (or promptly commence and diligently pursue the cure of) any failure by Landlord to comply with any of Landlord’s obligations under this Lease within a reasonable period after Tenant furnishes Landlord with written notice of such failure, then Tenant shall have the right to perform such obligation on Landlord’s account and to recover from Landlord the amount expended by Tenant in performing such obligation; provided, however, that (i) Tenant shall not have the right to offset any sums against the Base Rent and additional rent due under this Lease, and (ii) Tenant shall in no event take any action hereunder affecting the base-building mechanical, electrical, plumbing or HVAC systems.

ARTICLE XXIII

GENERAL PROVISIONS

23.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord has made any representation or promise with respect to the premises or the Building except as expressly set forth herein, and no right is being acquired by Tenant except as expressly set forth herein. This Lease contains the entire agreement of the parties and supersedes all prior agreements, negotiations, letters of intent, proposals, representations, warranties and discussions between the parties. This Lease may be changed in any manner only by an instrument signed by both parties.

23.2 Nothing contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant.

23.3 Landlord and Tenant each warrants that in connection with this Lease it has not employed or dealt with any broker, agent or finder other than the Broker(s). Each party shall indemnify and hold the other harmless from and against any claim for brokerage or other commissions asserted by any other broker, agent or finder employed by the indemnifying party or with whom the indemnifying party has dealt. Landlord shall pay any commission or fee due to the Broker(s) pursuant to the terms of a separate written agreement between Landlord and the Broker(s).

23.4 From time to time upon fifteen (15) days’ prior written notice, Tenant shall execute, acknowledge and deliver to Landlord and any designee of Landlord a written statement in form reasonably acceptable to Tenant certifying: (a) that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and stating the modifications); (b) the amount of Base Rent and additional rent and the dates to which rent and any other charges have been paid; (c) that Landlord is not in default in the performance of any obligation (or specifying the nature of any default); (d) the address to which notices are to be sent; (e) the Lease Commencement Date and date of expiration of the Lease Term; (f) that Tenant has accepted the Premises and all work thereto has been completed (or specifying the incomplete work); and (g) such other matters as Landlord may reasonably request. Within fifteen (15) days

following Tenant’s request, Landlord shall execute and deliver to Tenant a comparable certificate. From time to time, upon thirty (30) days’ prior written notice, Tenant shall deliver to Landlord the most recently available financial statements of Tenant, each Guarantor (if any) then guarantying any portion of Tenant’s obligations under this Lease, and each General Partner (if any), together with such additional information regarding the financial or other condition of such persons as Landlord may reasonably request. Tenant represents and warrants to Landlord that all written financial statements and information previously or in the future delivered to Landlord by Tenant regarding Tenant, any Guarantor and any General Partner shall, to the best of Tenant’s knowledge, be complete in all material respects and in accordance with generally accepted accounting principles. Tenant represents and warrants to Landlord that there has been no material adverse change in Tenant’s financial condition from that depicted in the financial statements previously delivered to Landlord by Tenant. Any material breach of the representations and warranties contained in the two (2) immediately preceding sentences shall constitute an Event of Default under this Lease. Any written statements delivered by Tenant pursuant to this Section may be relied upon by any owner of the Building or the Land, any prospective purchaser of the Building or the Land, any lender or prospective lender, or any other person or entity. Tenant acknowledges that time is of the essence to the delivery of such statements.

23.5 Landlord, Tenant, Guarantors and General Partners waive trial by jury in any action, claim or counterclaim brought in connection with any matter arising out of or in any way connected with this Lease, the landlord-tenant relationship, Tenant’s use or occupancy of the Premises or any claim of injury or damage. Tenant consents to service of process and any pleading relating to any such action at the Premises; provided, however, that nothing herein shall be construed as requiring such service at the Premises. Landlord, Tenant, all Guarantors and all General Partners waive any objection to the venue of any action filed in any court situated in the jurisdiction in which the Building is located and waive any right to transfer any such action filed in any such court to any other court.

23.6 All notices or other required communications shall be in writing and shall be deemed duly given when delivered in person (with receipt therefor), or one (1) business day after it is sent by Federal Express or another overnight courier or two (2) business days after it is sent by certified or registered mail, return receipt requested, postage prepaid, to the following addresses: (a) if to Landlord; at 11911 Freedom Drive, Suite 500, Reston, Virginia 22090, Attn: Senior Development Manager, with a copy to Himmel & Co., the property manager for the Building, at 11911 Freedom Drive, Suite 500, Reston, Virginia 22090; or (b) if to Tenant, until Tenant has commenced beneficial use of the Premises, to Tenant’s Representative at the address set forth in Exhibit B, and thereafter, to the Premises, with a copy, both before and after Tenant commences beneficial use of the Premises, to Learning Tree International, Inc., 6053 West Century Blvd., Los Angeles, California 90045-0383, Attn: President; and to Easton & Schiff, One Century Plaza, Suite 2610, 2029 Century Park East, Los Angeles, California, 90067. Either party may change its address for the giving of notices by notice given in accordance with this Section. If Landlord or any Mortgagee notifies Tenant that a copy of each notice to Landlord shall be sent to such Mortgagee at a specified address, then Tenant shall send (in the manner specified in this Section and at the same time such notice is sent to Landlord) a copy of each such notice to

such Mortgagee, and no such notice shall be considered duly sent unless such copy is so sent to such Mortgagee. If Tenant claims that Landlord has breached any obligation, then Tenant shall send such Mortgagee notice specifying the breach and permit such Mortgagee a reasonable opportunity to cure the breach.

23.7 Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. If any provision or its application to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar thereto, and the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected.

23.8 This Section sets forth certain rules of construction, which shall apply to this Lease and all agreements and Exhibits supplemental to this Lease, unless the context otherwise requires. Feminine, masculine or neuter pronouns shall be substituted for those of another form, and the plural or singular shall be substituted for the other number, in any place in which the context may require. The term “person” includes natural persons as well as corporations, partnerships and other entities. The terms “include,” “such as” and the like shall be construed as if followed by the phrase “without being limited to.” The terms “herein,” hereunder” and the like shall refer to this Lease as a whole, not to any particular Section or other part, unless expressly so stated. The term “tenant” shall include any and all occupants of the Building. The terms “consent,” “approval” and the like shall mean prior written consent and approval. References to days, months or years shall refer to calendar days (i.e. Sunday, Monday, etc.), calendar months (i.e. January, February, March, etc.), or calendar years (i.e. 1990, 1991, etc.) unless expressly so stated. The terms “business day,” “work day” and the like shall mean any day other than Saturday, Sunday or a day observed by the Executive Departments of the Federal Government as a legal holiday. The terms “Landlord” and “Tenant” shall include the agents and employees of Landlord and Tenant, respectively, acting within the scope of their agency or employment.

23.9 The provisions of this Lease shall be binding upon and inure to the benefit of the parties and their respective representatives, successors and assigns, subject to the provisions herein restricting assignment or subletting. No other person shall have any rights hereunder or be deemed a third-party beneficiary of this Lease.

23.10 Tenant shall permit Landlord and its designees to enter the Premises, without charge therefor and without diminution of the rent payable by Tenant, to inspect and (during the last twelve months within the Lease Term) exhibit the Premises and make such alterations and repairs as Landlord may deem necessary. Except in an emergency, Landlord shall give Tenant reasonable prior notice (which need not be in writing) of any entry pursuant to this Section. Any such entry shall, if practicable, occur during business hours. In connection with any entry pursuant to this Section, Landlord shall minimize any interference with the conduct of Tenant’s business in the Premises.

23.11 This Lease shall be governed by the laws of the Commonwealth of Virginia.

23.12 Headings and any table of contents or index are used for convenience and shall not be considered when construing this Lease.

23.13 The submission to Tenant of an unsigned copy of this document, including drafts and correspondence submitted to Tenant by any person on Landlord’s behalf, shall not constitute an offer or option to lease. This Lease shall become effective and binding only upon execution and delivery by both Landlord and Tenant.

23.14 Time is of the essence with respect to each provision of this Lease.

23.15 This Lease may be executed in multiple counterparts, each of which is deemed an original and all of which constitute one and the

same document. Neither this Lease nor a memorandum thereof shall be recorded.

23.16 If either party to this Lease brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs from the losing party.

23.17 Landlord reserves the right to make reasonable changes to the plans and specifications for the Building without Tenant’s consent, provided such changes do not alter the character of the Building as a first-class office building or materially interfere with Tenant’s beneficial use of or access to the Premises.

23.18 The rentable area of the Building and the Premises shall be determined by the Building Architect in accordance with the Method for Measuring Floor Area in Office Buildings attached hereto as Exhibit E. In the event the Building Architect determines that any square footage shown in Article I varies by more than two percent (2%) from the correct square footage, the Base Rent and any other amount based on such square footage shall be appropriately adjusted in an amendment to this Lease prepared by Landlord and executed by Landlord and Tenant. Promptly following the Lease Commencement Date, Landlord shall furnish to Tenant a certificate from the Building Architect setting forth the rentable area of the Building and the Premises.

23.19 Except as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable, shall be considered additional rent payable pursuant to this Lease and paid by Tenant no later than twenty (20) days after the date Landlord notifies Tenant of the amount thereof, except as otherwise provided In this Lease. If Tenant wishes to object to any statement rendered by Landlord, setting forth the amount of any additional rent, Tenant shall give Landlord written notice, specifying in reasonable detail the grounds for Tenant’s objection, within twenty (20) days after the statement is rendered to Tenant: provided that such objection shall not entitle Tenant to reduce or delay paying any additional rent. Tenant shall be deemed to have waived any such objection if Tenant does not give Landlord the written notice of objection as and when described above.

23.20 Tenant’s and Landlord’s liabilities existing as of the expiration or earlier termination of the Lease Term shall survive such expiration or earlier termination.

23.21 If Landlord or Tenant is in any way delayed or prevented from performing any obligation due to fire, act of God, governmental act or failure to act, labor dispute, inability to procure materials, inability to obtain governmental permits including (without limitation) Landlord’s inability to obtain a building permit for the Tenant Work being performed pursuant to Exhibit B hereof within five (5) weeks after such permit is applied for (unless such inability is due to the failure of the party claiming such delay to take any action or to submit documents or information known to be a prerequisite to issuance of such permits), or any cause beyond such party’s reasonable control (whether similar or dissimilar to the foregoing events), then the time for performance of such obligation shall be excused for the period of such delay or prevention and extended for a period equal to the period of such delay or prevention.

23.22 The deletion of any printed, typed or other portion of this Lease, or any earlier draft of this Lease, shall not evidence an intention to contradict such deleted portion. Such deleted portion shall be deemed never to have been inserted in this Lease.

23.23 The person executing this Lease on Tenant’s behalf warrants that such person is duly authorized to so act. The person executing

this Lease on Landlord’s behalf warrants that such person is duly authorized to so act.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first above written.


WITNESS	LANDLORD:

	RESTON TOWN CENTER PHASE I ASSOCIATES, a Virginia General Partnership

/s/ John G. Sewfoyle, Jr.	By:	/s/ R. R. Newrey
	Name:	R. R. Newrey
	Title:	Chairman of the Board, Reston Town Center, Its general partner
	Date: 12/31/1990

WITNESS	TENANT:

	LEARNING TREE INTERNATIONAL, INC.
	A California corporation

/s/ J. Sowork	By:	/s/ David C. Collins
	Name:	Dr. D. C. Collins
	Title:	President & CEO
	Date:	12/27/1990

FIRST AMENDMENT TO LEASE

THIS FIRST Amendment to LEASE (this “Amendment”) is made as of the 2nd day of November, 1992 by and between RESTON TOWN CENTER PHASE I ASSOCIATES (“Landlord”) and LEARNING GROUP INTERNATIONAL INC. (formerly known as Learning Tree International, Inc.) (”Tenant”) with respect to the following recitals:

A. Landlord and Tenant are parties to a certain Lease Agreement dated December 28, 1990 (the “Lease”); whereunder Tenant has leased from Landlord certain premises (the “Original Premises”) in the building situated at 1805 Library Street, Reston, Virginia (the “Building”).

B. Tenant desires to lease certain additional premises in the Building, and Landlord is willing to lease such additional premises to Tenant, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and adequate consideration, the parties do agree as follows:

1. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in addition to the Premises initially demised under the Lease, 4,994 square feet of rentable area on 1 the third (3rd) floor of the Building (the “Additional Premises”). The Additional Premises is outlined on Exhibit A attached hereto.

2. Landlord shall deliver possession of the Additional Premises to Tenant upon the substantial completion (as defined in the original lease dated Dec. 28 ^th , 1990) of the initial improvements depicted in the space plan dated August 18, 1992, prepared by Greenwell-Goetz Architects, P.C. In the course of constructing such improvements, Landlord shall be entitled to relocate to the Additional Premises those items set forth on Exhibit B attached hereto that are currently installed in the second floor portion of the Original Premises.

3. The Additional Premises shall be added to the premises as of the date (the “Additional Premises Commencement Date”) of substantial completion of the initial improvements therein, subject to adjustment on account of any of the factors set forth in Paragraph 4(c) of Exhibit B to the Lease. Effective as of the Additional Premises Commencement Date, the Original premises and the Additional Premises shall collectively constitute the Premises for all purposes under the Lease.

4. From and after the Additional Premises commencement Date, Tenant shall pay Base Rent with respect to the Additional Premises at the rate of $17.35 per rentable square foot. Such Base Rent with respect to the Additional Premises shall be increased upon each anniversary of the Additional premises Commencement Date to equal 102.5% of the Base Rent payable in the immediately-preceding twelve-month period with respect to the Additional Premises. In the event Tenant exercises its right to renew the Lease for any Renewal Term, Base Rent for the Additional Premises during the Renewal Term shall be determined as part of the Base Rent determination for the Premises as a whole.

5. From and after the Additional Premises Commencement Date, Tenant shall pay additional rent with respect to the Additional Premises pursuant to Article V of the Lease, except that, with respect to the Additional premises only, the Operating Charges Base Amount shall be the Operating Charges incurred by Landlord during calendar year 1992.

6. From and after the Additional Premises Commencement Date, Tenant’s parking space allotment shall increase pro rata.

7. As modified by this Amendment, the Lease continues in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

RESTON TOWN CENTER PHASE I ASSOCIATES, a Virginia general partnership

By: RESTON TOWN CENTER, INC., a Delaware Corporation, a general partner
By:	/s/	James C. Cleveland
Name:		James C. Cleveland
Title:		President

TENANT:

LEARNING GROUP INTERNATIONAL, INC.
By:	/s/	Lawrence P. Howorth
Name:		Lawrence P. Howorth
Title:		VP Finance/CFO/Sec’y.

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made as of the 21 ^st day of March, 1994 by and between RESTON TOWN CENTER PHASE I ASSOCIATES (“Landlord”) and LEARNING GROUP INTERNATIONAL, INC. (“Tenant”) with respect to the following recitals:

A. Landlord and Tenant are parties to a certain Lease Agreement dated December 28, 1990 (the “Lease”) whereunder Tenant has leased from Landlord 30,656 square feet of rentable area on the second (2nd) and third (3rd) floors of the premises (the “Original Premises”) in the building situated at 1805 Library Street, Reston, Virginia (the “Building”).

B. Tenant by First Amendment dated November 2, 1992, leased an additional 4,994 square feet of rentable area on the third (3rd) floor of the Building (the “Additional Premises”).

C. Tenant desires to lease certain additional premises in the Building, and Landlord is willing to lease such additional premises to Tenant, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and adequate consideration, the parties amend the Lease as follows:

1. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in addition to the Original Premises and the Additional Premises, 1,900 square feet of rentable area on the third (3rd) floor of the Building (the “Second Additional Premises”).

2. Article 1.6 of the Lease is amended in part to provide that the Premises shall consist of the Original Premises, the Additional Premises and the Second Additional Premises being a total of 37,550 rentable square feet as outlined on Exhibit A of the Lease and A-1 of the First Amendment and A-2 of this Second Amendment to Lease.

3. The Term for the Second Additional Premises shall be seventy five (75) months commencing on February 1, 1994 and expiring at midnight on April 30, 2001.

4. Tenant shall accept the Second Additional Premises in an “as-is” condition.

5. From and after the Second Additional Premises Commencement Date, Tenant shall pay Base Rent with respect to the Second Additional Premises at the rate of $17.35 per rentable square foot. Such Base Rent with respect to the Second Additional Premises shall be increased upon each anniversary of the Second Additional Premises Commencement Date to equal 102.5% of the Base Rent payable in the immediately preceding twelve-month period with respect to the Second Additional Premises. In the event Tenant exercises its right to renew the Lease for any Renewal Term, Base Rent for the Second Additional Premises during the Renewal Term shall be determined as part of the Base Rent determination for the premises as a whole.

6. From and after the Second Additional Premises Commencement Date, Tenant shall pay additional rent with respect to the Second Additional Premises pursuant to Article V of the Lease; expect that, with respect to the Second Additional Premises only, the Operating Charges Base Amount shall be the Operating Charges incurred by Landlord during calendar year 1992.

7. From and after the additional Premises Commencement Date, Tenant’s parking space allocated shall increase prorata.

8. Except as modified by this Second Amendment, the Lease and all its terms and conditions shall remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

RESTON TOWN CENTER PHASE I ASSOCIATES, a Virginia general partnership

By: RESTON TOWN CENTER, INC., a Delaware Corporation, a general partner
By:
Name:
Title:

TENANT:

LEARNING GROUP INTERNATIONAL, INC.
By:	/s/	Lawrence P. Howorth
Name:		Lawrence P. Howorth
Title:		VP Finance & CFO

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is made as of the 11 ^th day of May, 1994 by and between RESTON TOWN CENTER and LEARNING TREE INTERNATIONAL, INC. (“Tenant”) with respect to the following recitals:

A. Landlord and Tenant are parties to a certain Lease Agreement dated December 28, 1990 (the “Lease” )whereunder Tenant has leased from Landlord 30,656 square feet of rentable area on the second (2nd) and third (3rd) floors of the Premises (the “Original Premises”) in the building situated at 1805 Library Street, Reston, Virginia (“the Building”).

B. Tenant by First Amendment dated November 2, 1992, leased an additional 4,994 square feet of rentable area on the third (3rd) floor Of the Building (the “First Additional Premises”).

C. Tenant by Second Amendment dated March 21, 1994, leased an additional 1,900 square feet of rentable area on the third (3rd) floor of the Building (the “Second Additional Premises”).

D. Tenant desires to lease certain additional premises in the Building, and Landlord is willing to lease such additional premises to Tenant, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and adequate consideration, the parties amend the Lease as follows:

1. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, in addition to the Original Premises and the First and Second Additional Premises, 1651 square feet of rentable area on the third (3rd) floor of the Building, consisting of 370 rentable square feet (Suite 345) and 1,281 rentable square feet (Suite 330), (collectively referred to as the “Third Additional Premises”).

2. Article 1.6 of the Lease is amended in part to provide that the Premises shall consist of the Original Premises, the First Additional Premises, the Second Additional Premises, and the Third Additional Promises being a total of 39,201 rentable square feet as outlined on Exhibit A of the Lease, A-1 of the First Amendment and A-2 of Second Amendment to Lease and A-3 of this Third Amendment.

3. The Term for the Third Additional Premises shall be as follows: 370 rentable square feet (suite 345) shall be for seventy-three (73) months commencing on April 1, 1994 and expiring at midnight on April 30, 2001; and 1,280 rentable square feet (Suite 330) shall be for sixty-seven (67) months on October 1, 1994 and expiring at midnight on April 30, 2001.

Notwithstanding the above, Tenant agrees that the Term Commencement Date for Suite 330 shall be the earlier of October 1, 1994, or the date the Landlord delivers possession, but not sooner than July 15, 1994.

4. Tenant shall accept the Third Additional Premises as follows: 370 rentable square feet (Suite 345) in an “as is” condition: and 1,280 rentable square feet (Suite 330) in “as is” condition, provided, however Landlord will make improvements to this portion of the Premises as mutually agreed with Tenant at Tenant’s sole cost and expense and Tenant may elect to amortize the cost of such improvements over the remaining term of the Lease at the rate of $.28 for each $1.00 of improvements not to exceed $5.00 per rentable square foot.

5. From and after the Third Additional Premises Commencement Date, as set forth in paragraph 3 of this Third Amendment, Tenant shall

pay Base Rent with respect to the Third Additional Premises at the rate of $19.36 per rentable square foot. Such Base Rent with respect to the Third Additional Premises shall be increased upon each anniversary of the Third Additional Premises Commencement Date to equal 102.52 of the Base Rent payable in the immediately preceding twelve-month period with respect to each of the Third Additional Premises. In the event Tenant exercises its right to renew the Lease for any Renewal Term, Base Rent for the Third Additional Premises during the Renewal Term shell be determined as part of the Base Rent determination for the Premises as a whole.

6. From and after each of the Third Additional Premises Commencement Date, as set forth in paragraph 3 of this Third Amendment, Tenant shall pay additional rent with respect to each of the Third Additional Premises pursuant to Article V of the Lease, except that, with respect to the Third Additional Premises Only, the Operating Charges Base Amount shall be the Operating Charges incurred by Landlord during calendar year 1992.

7. From and after the additional Premises Commencement Date, Tenant’s parking space allocated shall increase prorata.

8. Except as modified by this Third Amendment, the Lease and all its terms and conditions shall remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

RESTON TOWN CENTER PHASE I ASSOCIATES, a Virginia general partnership

By: RESTON TOWN CENTER, INC., a Delaware Corporation, a general partner
By:	/s/	P. P. Schmercer
Name:		P. P. Schmercer
Title:		Exec Vice President

TENANT:

LEARNING TREE INTERNATIONAL, INC.

By:	/s/	Alan B. Salisbury
Name:		Alan B. Salisbury
Title:		President

FOURTH AMENDMENT TO LEASE

THIS FOURTH AMENDMENT TO LEASE is made as of the 13th day of January, 1995 by and between RESTON TOWN CENTER PHASE I ASSOCIATES (“Landlord”) and LEARNING TREE INTERNATIONAL, INC. (“Tenant”) with respect to the following recitals:

A. Landlord and Tenant are parties to a certain Lease Agreement dated December 28, 1990 (the “Lease”), whereunder Tenant has leased from Landlord 30,656 square feet of rentable area on the second (2nd) and third (3rd) floors of the premises (the “Original Premises”) in the building situated at 1805 Library Street, Reston, Virginia (the “Building”).

B. Tenant by First Amendment dated November 2, 1992, leased an additional 4,994 square feet of rentable area on the third (3rd) floor of the Building (the “First Additional Premises”).

C. Tenant by Second Amendment dated March 21, 1994, leased an additional 1,900 square feet of rentable area on the third (3rd) floor of the Building (the “Second Additional Premises”).

D. Tenant by Third Amendment dated May 11, 1994, leased an additional 1,651 square feet of rentable area on the third (3rd) floor of the Building (the “Third Additional Premises”).

E. Tenant desires to lease certain additional premises in the Building, having an entrance at 1820 Discovery Street, and Landlord is willing to lease such additional premises to Tenant, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and adequate consideration, the parties amend the Lease as follows:

1. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, in addition to the Original Premises and the First, Second and Third Premises, 2,400 square feet of rentable area on the third (3rd) floor of the Building, (the “Fourth Additional Premises).

2. Article 1.6 of the Lease is amended in part to provide that the Premises shall consist of the Original Premises, the First Additional Premises , the Second Additional Premises, the Third Additional Premises, and the Fourth Additional Premises altogether totaling 41,601 rentable square feet as outlined on Exhibit A of the Lease, A-1 of the First Amendment, A-2 of the Second Amendment, A-3 of the Third Amendment, and A-4 of this Fourth Amendment to Lease.

3. The term for the Fourth Additional Premises shall be as follows: The lease commencement date for the Fourth Additional Premises shall be January 16, 1995 (the “Commencement Date”) and the lease expiration date shall be midnight on April 30, 2001 (the “Expiration Date”), coterminous with the Lease, dated December 28, 1990.

4. Tenant shall accept the Fourth Additional Premises in “as-is” condition.

5. From and after the Fourth Additional Premises Commencement Date, as set forth in paragraph 3 of this Fourth Amendment, Tenant shall pay Base Rent with respect to the Fourth Additional Premises at the rate of $19.36 per rentable square foot. Such Base Rent with respect to the Fourth Additional Premises shall be increased upon each anniversary of the Fourth Additional Premises Commencement Date to equal 102.5% of the Base Rent payable in the immediately preceding Twelve (12) month period with respect to the Fourth Additional Premises. In the event Tenant exercises its right to renew the Lease for any Renewal Term, Base Rent for the Fourth Additional Premises during the Renewal Term shall be determined as part of the Base Rent determination for the Premises as a whole.

6. From and after the Fourth Additional Premises Commencement Date, as set forth in paragraph 3 of this Fourth Amendment, Tenant shall pay additional rent with respect to the Fourth Additional Premises pursuant to Article V of the Lease, except that, with respect to the Fourth Additional Premises only, the Operating Charges Base Amount shall be the Operating Charges incurred by Landlord during calendar year 1995.

7. From and after the Fourth Additional Premises Commencement Date, Tenant’s parking space(s) allocated shall increase prorata.

8. Except as modified by this Fourth Amendment, the Lease and all its terms and conditions shall remain in full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

RESTON TOWN CENTER PHASE I
ASSOCIATES, a Virginia general partnership


By: RESTON TOWN CENTER, INC., a
Delaware Corporation, a general partner

By:		/s/ Sandy Pearson
Title:		Vice President


WITNESS:


TENANT:

LEARNING TREE INTERNATIONAL, INC.

By:		/s/ Cheryl Eastlund
Title:		VP Controller


WITNESS:

/s/ Mark Drew

FIFTH AMENDMENT TO LEASE

This Fifth Amendment to Lease (the “Fifth Amendment”) is made this 9 ^th day of October, 1996, by and between RESTON TOWN CENTER PHASE I ASSOCIATES (“Landlord”), and LEARNING TREE INTERNATIONAL, INC., a California corporation (“Tenant”).

WHEREAS, Landlord and Tenant entered into a Lease Agreement (the “Lease”) dated December 28, 1990 for premises containing approximately 30,656 rentable square feet of space on the second (2nd) and third (3rd) floors (the “Original Premises”), in the office building known as 1805 Library Street, Reston, Virginia (the “Building” ; and

WHEREAS, the Lease was amended by that certain First Amendment to Lease dated November 2, 1992, adding 4,994 rentable square feet on the third (3rd) floor of the Building to the original Premises (“First Addition to the Premises”); and

WHEREAS, the Lease was further amended by that certain Second Amendment to Lease, dated March 21, 1994, adding 1,900 square feet on the third (3rd) floor of the Building to the Original Premises and the First Addition to the Premises (“Second Addition to the Premises”); and

WHEREAS, the Lease was further amended by that certain Third Amendment to Lease, dated May 11, 1994, adding 1,651 square feet on the third (3rd) floor of the Building to the Original premises, and the First Addition to the Premises and the Second Addition to the Premises (“Third Addition to the Premises”) ; and

WHEREAS, the Lease was further amended by that certain Fourth Amendment to Lease, dated January 13, 1995, adding 2,400 square feet on the third (3rd) floor of the Building, having an entrance at 1820 Discovery Street, to the Original Premises, the First Addition to the Premises, the Second Addition to the premises and the Third Addition to the Premises (“Fourth Addition to the premises”); and

WHEREAS, Landlord and Tenant wish to amend the Lease to increase further the size of the Original. Premises and the four (4) subsequent additions to the Original Premises and make other revisions pursuant to the terms and conditions hereinafter set forth

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:

1. Lease of Additional Space . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, in addition to the Original Premises, the First Addition to the Premises, the second Addition to the Premises, the Third Addition to the Premises and the Fourth Addition to the Premises, 1,250 rentable square feet on the third (3rd) floor of the Building (the “Fifth Addition to the premises”) as cross-hatched on Exhibit A of this Fifth Amendment.

2. Amended Premises . Article 1.6 of the Lease is amended in part to provide that the Premises shall consist of the Original Premises, the First Addition to the Premises, the Second Addition to the Premises, the Third Addition to the Premises, the Fourth Addition to

the Premises, and the Fifth Addition to the Premises, altogether totaling 42,851 rentable square feet as outlined on Exhibit A of the Lease, A-1 of the First Amendment, A-2 of the Second Amendment, A-3 of the Third Amendment, A-4 of the Fourth Amendment and A-5 to this Fifth Amendment.

3. Term . The term of this Fifth Amendment for the Fifth Addition to the Premises shall be as follows: the lease commencement date for the Fifth addition to the Premises shall be the date of delivery to Tenant by Landlord (the “Fifth Addition to the Premises Commencement Date”) and the expiration date of this Fifth Amendment shall be midnight on April 30, 2001 (the “Expiration Date”), coterminous with the Lease, dated December 28, 1990. Landlord shall give the current tenant in the Fifth Addition to the Premises notice to vacate upon execution of this Fifth Amendment. Thereafter, the existing tenant has up to ninety (90) days from the notice date in which to vacate, after which Landlord shall immediately deliver the Fifth Addition to the Premises to Tenant.

4. Condition of Premises . Landlord shall deliver, and Tenant shall accept, the Fifth Addition to the Premises in “as-is” condition.

5. Base Rent for the Fifth Addition to the Premises . From and after the Fifth Addition to the Premises Commencement Date, as set forth in paragraph 3 of this Fifth Amendment, Tenant shall pay Base Rent with respect to the Fifth Addition to the Premises at the rate of $24.00 per rentable square foot. Such Base Rent with respect to the Fifth Addition to the premises shall be increased upon each anniversary of the Fifth Addition to the Premises Commencement Date to equal 102.5% of the Base Rent payable in the immediately preceding twelve (12) month period with respect to the Fifth Addition to the Premises. In the event Tenant exercises its right to renew the Lease for any Renewal Term, Base Rent for the Fifth Addition to the Premises during the Renewal Term shall be determined as part of the Base Rent determination for the premises as a whole.

6. Operating Charges for the Fifth Addition to the Premises . Article V is amended to include the Fifth Addition to the Premises, except that, with respect to the Fifth Addition to the premises only, the Operating Charges Base Amount shall be the operating Charges incurred by Landlord during calendar year 1996 and, pursuant to Section 5.4 of the Lease, shall be grossed up to reelect a ninety-five percent (95%) average building occupancy rate.

7. Parking . Parking for the Fifth Addition to the Premises shall be provided in accordance with Section 2.2 of the Lease.

8. Defined Terms . Except as otherwise expressly provided herein, all defined terms shall have the same meanings as provided in the Lease.

9. Headings . Headings contained in this Fifth Amendment are for convenience only and are not substantive to the provisions of this Fifth Amendment.

10. Lease Terms Ratified . Except as otherwise expressly provided herein, and unless inconsistent with the terms hereof, all of the terms, conditions and covenants of the Lease, as amended by the four (4) previous amendments to the Lease, are hereby ratified and confirmed.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

RESTON TOWN CENTER PHASE I ASSOCIATES

By:		/s/ Sandy Pearson
Name:		Sandy Pearson
Title:		Vice President


WITNESS/ATTEST:

/s/ Janet R. Humston


TENANT:

LEARNING TREE INTERNATIONAL, INC.

By:		/s/ Richard Adamson
Name:		Richard Adamson
Title:		EVP/COO


WITNESS/ATTEST:

/s/ James Lerner

SIXTH AMENDMENT

THIS SIXTH AMENDMENT (the “Amendment”) is made and entered into as of the 7 ^th day of February, 2000, by and between EOP-RESTON TOWN CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and LEARNING TREE INTERNATIONAL, INC., a California corporation (“Tenant”).

WITNESSETH

A. WHEREAS, Landlord (as successor in interest to Reston Town Center Phase I Associates, a Virginia general partnership) and Tenant are parties to that certain lease dated December 28, 1990, as amended by that certain First Amendment to Lease dated November 2, 1992, by that certain Second Amendment to Lease dated March 21, 1994, by that certain Third Amendment to Lease dated May 11, 1994, by that certain Fourth Amendment to Lease dated January 13, 1995 and by that certain Fifth Amendment to Lease dated October 9, 1996 (collectively, the “Lease”) for space currently containing approximately 42,851 rentable square feet (the “Current Premises”) on the 2nd, 3rd, 4th and 5th floors of the building commonly known as Reston Town Center and the address of which is 1826 Discovery Street, Reston, Virginia 201 90 (the “Building”); and

B. WHEREAS, Tenant has requested that additional space containing approximately 1,637 rentable square feet on the 3rd floor of the Building shown on Exhibit A hereto (the “Sixth Amendment Expansion Space”) be added to the Current Premises and that the Lease be appropriately amended and Landlord is willing to do the same on the terms and conditions hereinafter set forth:

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

I. Expansion and Effective Date. Effective as of the Sixth Amendment Expansion Effective Date (as hereinafter defined) the Premises, as defined in the Lease, is increased from 42,851 rentable square feet on the 2nd, 3rd, 4th and 5th floors to 44,488 rentable square feet on the 2nd, 3rd, 4th and 5th floors by the addition of the Sixth Amendment Expansion Space, and from and after the Sixth Amendment Expansion Effective Date, the Current Premises and the Sixth Amendment Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Lease Term for the Sixth Amendment Expansion Space shall commence on the Sixth Amendment Expansion Effective Date and end on the last day of the Lease Term (i.e., April 30, 2001) (the “Termination Date”). The Sixth Amendment Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the Current Premises unless such concessions are expressly provided for herein with respect to the Sixth Amendment Expansion Space.

A. the Sixth Amendment Expansion Effective Date shall be January 1 ^st , 2000.

B. The Sixth Amendment Expansion Effective Date shall be delayed to the extent that Landlord fails to deliver possession of the Sixth Amendment Expansion Space for any reason, including but not limited to, holding over by prior occupants. Any such delay in the Sixth Amendment Expansion Effective Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. If the Sixth Amendment Expansion Effective Date is delayed, the Termination Date shall not be similarly extended.

II. Monthly Base Rent. In addition to Tenant’s obligation to pay Base Rent for the Current Premises, Tenant shall pay Landlord the sum of $55,472.44 as Base Rent for the Sixth Amendment Expansion Space in 16 monthly installments as follows:

A. 4 equal installments of $3,403.60 each payable on or before the first day of each month during the period beginning January 1, 2000; and ending April 30, 2000.

B. 12 equal installments of $3,488.17 each payable on or before the first day of each month during the period beginning May 1, 2000 and ending April 30, 2001. All such Base Rent shall be payable by Tenant in accordance with the terms of Article IV of the Lease.

III. Tenant’s Proportionate Share. For the period commencing with the Sixth Amendment Expansion Effective Date and ending on the Termination Date, Tenant’s Proportionate Share for the Sixth Amendment Expansion Space is 3.6796%.

IV. Operating Charges. For the period commencing with the Sixth Amendment Expansion Effective Date and ending on the Termination Date, Tenant shall pay for its Proportionate Share of the Operating Charges applicable to the Sixth Amendment Expansion Space in accordance with the terms of the Lease, provided, however, during such period, the Operating Charges Base Year for the computation of Tenant’s Proportionate Share of Operating Charges applicable to the Sixth Amendment Expansion Space is 2000.

V. Improvements to Sixth Amendment Expansion Space.

A. Condition of Sixth Amendment Expansion Space. Tenant has inspected the Sixth Amendment Expansion Space and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements.

B. Cost of lmprovements to Sixth Amendment Expansion Space. Any construction, alterations or improvement made to the Sixth Amendment Expansion Space shall be made at Tenant’s sole cost and expense.

C. Responsibility for lmprovements to Sixth Amendment Expansion Space. Any construction, alterations or improvements to the Sixth Amendment Expansion Space shall be performed by Tenant using contractors selected by Tenant and approved by Landlord and shall be governed in all respects by the provisions of Article IX of the Lease. In any and all events, the Sixth Amendment Expansion Effective Date shall not be postponed or delayed if the initial improvements to the Sixth Amendment Expansion Space are incomplete on the Sixth Amendment Expansion Effective Date for any reason whatsoever. Any delay in the completion of initial improvements to the Sixth Amendment Expansion Space shall not subject Landlord to any liability for any loss or damage resulting therefrom.

VI. Early Access to Sixth Amendment Expansion Space. During any period that Tenant shall be permitted to enter the Sixth Amendment Expansion Space prior to the Sixth Amendment Expansion Effective Date (e.g., to perform alterations or improvements, if any), Tenant shall comply with all terms and provisions of the Lease, except those provisions requiring payment of Base Rent or additional rent as to the Sixth Amendment Expansion Space. If Tenant takes possession of the Sixth Amendment Expansion Space prior to the Sixth Amendment Expansion Effective Date for any reason whatsoever (other than the performance of work in the Sixth Amendment Expansion Space with Landlord’s prior approval), such possession shall be subject to all the terms and conditions of the Lease and this Amendment, and Tenant shall pay Base Rent and additional rent as applicable to the Sixth Amendment Expansion Space to Landlord on a per diem basis for each day of occupancy prior to the Sixth Amendment Expansion Effective Date.

VII. Option to Renew.

A. The provision contained in Section 3.5 of the Lease with respect to Tenant’s right to one 5 year extension of the Lease Term (the “First Renewal Term”) shall also be applicable to the Sixth Amendment Expansion Space after the Sixth Amendment Expansion Space Effective Date. Notwithstanding anything to the contrary contained herein, in the event Tenant elects to extend the Lease Term for the First Renewal Term pursuant and subject to Section 3.5 of the Lease, such extension will be effective as to the Current Premises and the Sixth Amendment Expansion Space (after the Sixth Amendment Expansion Space Effective Date), it being agreed that Tenant

shall have no right to extend the Lease Term for the First Renewal Term with respect to less than the entire Premises as increased by this Amendment.

B. The provision contained in Section 3.5 of the Lease with respect to Tenant’s right to one 5 year extension of the Lease Term (the “Second Renewal Term”) shall also be applicable to the Sixth Amendment Expansion Space after the Sixth Amendment Expansion Space Effective Date. Notwithstanding anything to the contrary contained herein, in the event Tenant elects to extend the Lease Term for the Second Renewal Term pursuant and subject to Section 3.5 of the Lease, such extension will be effective as to the Current Premises and the Sixth Amendment Expansion Space (after the Sixth Amendment Expansion Space Effective Date), it being agreed that Tenant shall have no right to extend the Lease Term for the Second Renewal Term with respect to less than the entire Premises as increased by this Amendment.

VIII. Parking. Effective as of the Sixth Amendment Expansion Effective Date, the amount of parking spaces Tenant is entitled to as set forth in Section 2.2 of the Lease shall be increased to reflect the increase in the rentable square footage of the Premises as increased by this Amendment.

IX. Miscellaneous.

A. This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.

B. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

C. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

D. Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.

E. The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

F. Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the “Landlord Related Parties’) harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents (collectively, the “Tenant Related Parties”) harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.

G. This Amendment shall be of no force and effect unless and until accepted by any guarantors of the Lease, who by signing below shall agree that their guarantee shall apply to the Lease as amended herein, unless such requirement is waived by Landlord in writing.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


LANDLORD:

EOP-RESTON TOWN CENTER, L.L.C., a Delaware limited liability company

By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member

By: Equity Office Properties Trust, a Maryland Real estate investment trust, its managing General partner



By:		/s/ Thomas Q. Bakke
Name:		Thomas Q. Bakke
Title:		Vice President


WITNESS/ATTEST:

		/s/ Sarah L. Wills
Name (Print):		Sarah L. Wills


TENANT:

LEARNING TREE INTERNATIONAL, INC. A California corporation

By:		/s/ David G. Mathews III
Name:		David G. Mathews III
Title:		VP/Controller


WITNESS/ATTEST:


Name (Print):

SEVENTH AMENDMENT

THIS SEVENTH AMENDMENT (the “Amendment”) is made and entered into as of , 2000, by and between EOP-RESTON TOWN CENTER, L.L.C., a Delaware limited liability company (“Landlord”), and LEARNING TREE INTERNATIONAL, INC., a California corporation (“Tenant”).

WITNESSETH

A. WHEREAS, Landlord (as successor in interest to Reston Town Center Phase I Associates, a Virginia general partnership) and Tenant are parties to that certain lease dated December 28, 1990, as amended by that certain First Amendment to Lease dated November 2, 1992, by that certain Second Amendment to Lease dated March 21, 1994, by that certain Third Amendment to Lease dated May 11, 1994, by that certain Fourth Amendment to Lease dated January 13, 1995, by that certain Fifth Amendment to Lease dated October 9, 1996 and by that certain Sixth Amendment dated February 7, 2000 (collectively, the “Lease”) for space currently containing approximately 44,488 rentable square feet (the “Premises”) on the 2nd and 3rd floors of the building commonly known as Reston Town Center - Southwest Building and the address of which is Discovery Street, Reston, Virginia 201 90 (the “Building”); and

B. WHEREAS, the Lease by its terms shall expire on April 30, 2001 (“Prior Termination Date”), and the parties desire to extend the Lease Term, all on the terms and conditions hereinafter set forth;

I. Extension. The Lease Term is hereby extended for a period of 120 months and shall expire on April 30, 201 1 (“Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the Lease Term commencing the day immediately following the Prior Termination Date (“Extension Date”) and ending on the Extended Termination Date shall be referred to herein as the “Extended Term”.

II. Monthly Base Rent. As of the Extension Date, the schedule of monthly installments of Base Rent payable with respect to the Premises during the Extended Term is the following:

Tenant shall pay Landlord Base Rent for the Premises during the Extended Term in 120 monthly installments as follows:

A. 12 equal installments of $112,109.76 each payable on or before the first day of each month during the period beginning May 1, 2001 and ending April 30, 2002.

B. 12 equal installments of $1 15,483.43 each payable on or before the first day of each month during the period beginning May 1, 2002 and ending April 30, 2003.

C. 12 equal installments of $1 18,931.25 each payable on or before the first day of each month during the period beginning May 1, 2003 and ending April 30, 2004.

D. 12 equal installments of $122,490.29 each payable on or before the first day of each month during the period beginning May 1, 2004 and ending April 30, 2005.

E. 12 equal installments of $126,197.63 each payable on or before the first day of each month during the period beginning May 1, 2005 and ending April 30, 2006.

F. 12 equal installments of $135,465.96 each payable on or before the first day of each month during the period beginning May 1, 2006 and ending April 30, 2007.

G. 12 equal installments of $139,544.03 each payable on or before the first day of each month during the period beginning May 1, 2007 and ending April 30, 2008.

H. 12 equal installments of $143,733.31 each payable on or before the first day of each month during the period beginning May 1, 2008 and ending April 30, 2009.

I. 12 equal installments of $148,033.82 each payable on or before the first day of each month during the period beginning May 1, 2009 and ending April 30, 2010.

J. 12 equal installments of $152,482.62 each payable on or before the first day of each month during the period beginning May 1, 201 0 and ending April 30, 201 1.

All such Base Rent shall be payable by Tenant in accordance with the terms of Article IV of the Lease.

III. Operating Charges. For the period commencing on the Extension Date and ending in the Extended Termination Date, Tenant shall pay for its proportionate share of Operating Charges in accordance with the terms of the Lease, provided, however, during such period; the Operating Charges Base Year for the computation of Tenant’s proportionate share of Operating Charges shall be calendar year 2001.

IV. Improvements to Premises.

A. Condition of Premises. Tenant is in possession of the Premises and accepts the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment.

B. Cost of lmprovements to Premises. Tenant shall be entitled to receive an improvement allowance (the “lmprovement Allowance”) in an amount not to exceed $338,205.00 to be applied toward the cost of performing construction, alteration or improvement of the Premises, including but not limited to the cost of space planning, design and related architectural and engineering services (the “lmprovement Work). The lmprovement Allowance shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performed the Improvement Work, according to the schedule herein following receipt by Landlord of (1) receipted bills covering all labor and materials expended and used in the lmprovement Work; (2) a sworn contractor’s affidavit from the general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done; (3) full and final waivers of lien; (4) as-built plans of the lmprovement Work; and (5) the certification of Tenant and its architect that the lmprovement Work has been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances. . Notwithstanding anything herein to the contrary contained herein, the lmprovement Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above in accordance with the schedule herein, however Landlord shall not be obligated to disburse any portion of the lmprovement Allowance during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. In the event the total cost of the lmprovement Work exceeds the lmprovement Allowance, Tenant shall pay such excess directly to the contractors performing the lmprovement Work. The schedule for the payment of the lmprovement Allowance is: $200,000.00 on or before October 1, 2001; $51,500.00 on or before October 1, 2002; $53,045.00 on or before October 1, 2003; and $33,660.00 on or before October 1, 2004.

C. Responsibility for lmprovements to Premises.

(i) Any construction, alterations or improvements made to the Premises shall be performed by Tenant using contractors selected by Tenant and approved by Landlord, shall be made at Tenant’s sole cost and expense, subject to the lmprovement Allowance and shall be governed in all respects by the provisions of Article IX of the Lease. Landlord’s approval of the contractors to perform the lmprovement Work shall not be unreasonably withheld. The parties agree that Landlord’s approval of the general contractor to perform the lmprovement Work shall not be considered to be unreasonably withheld if any such general contractor (a) does not have trade references reasonably acceptable to Landlord, (b) does not maintain insurance as required pursuant to the terms of the Lease, (c) does not have the ability to be bonded for the work, (d) does not provide current financial statements reasonably acceptable to Landlord, or (e) is not licensed as a contractor in the state municipality in which Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor.

(ii) Space planning, architectural and engineering (mechanical, electrical and plumbing) drawings for the lmprovement Work shall be prepared by Tenant’s architect at Tenant’s sole cost

and expense, subject to the lmprovement Allowance. The space planning, architectural and mechanical drawings are collectively referred to herein as the “Plans”.

(iii) Tenant shall submit the Plans to Landlord for review and approval. Landlord agrees to review the Plans and notify Tenant of the matters, if any, in which said Plans fail to conform to Landlord’s construction requirements or otherwise fail to meet with Landlord’s approval. Tenant shall cause said Plans to be revised in such manner as to comply with Landlord’s requirements and resubmit the same to Landlord.

D. Landlord and Tenant hereby acknowledge that Landlord is required by governmental authorities to comply with certain codes including the ANSI Code and BOCA Codes (as the codes may be amended from time to time). As a result of the above requirement, Landlord is required to perform work in the Common Areas in an amount equal to 20% of the cost of the lmprovement Work (the “Compliance Work”). Landlord and Tenant hereby agree that Landlord’s obligation to pay for the Compliance Work shall be limited to an amount equal to 20% of the lmprovement Allowance paid to Tenant, or the general contractor (as the case may be) pursuant to subparagraph B of this Paragraph IV (the “Maximum Amount”) and that Tenant shall be responsible for the cost of the Compliance Work, plus any applicable state sales or use tax, if any, to the extent that it exceeds the Maximum Amount (the “Excess Costs”). Tenant shall reimburse Landlord for the Excess Costs within 10 days of receipt of an invoice therefor.

V. Renewal Term. Effective as of the date hereof (the “Effective Date”), Section 3.5 of the Lease shall be null and void and of no further force and effect, provided, however, the following shall be effective as of the Effective Date:

A. Tenant shall have the right to extend the Lease Term (the “Renewal Option”) for one additional period of 5 years commencing on May 1, 2011 and ending on April 30, 201 6 (the “Renewal Term”), if:

1. Landlord receives notice of exercise of the Renewal Option (“Initial Renewal Notice”) during the period beginning February 1, 2010 and ending April 30, 2010; and

2. Tenant is not in default under the Lease beyond any applicable cure periods at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice (defined below); and

3. No part of the Premises is sublet at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice; and

4. The Lease has not been assigned prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice; and

5. Tenant executes and returns the Renewal Amendment (defined below) within 15 days after its submission to Tenant.

B. The initial Base Rent rate per rentable square foot for the Premises during the Renewal Term shall equal the Prevailing Market (defined below) rate per rentable square foot for the Premises.

C. Tenant shall pay additional rent (i.e., Operating Charges) for the Premises during the Renewal Term in accordance with Article V of the Lease as amended by Paragraph Ill above, provided, however, during such period, the Operating Charges Base Year for the computation of Tenant’s proportionate share of Operating Charges shall be calendar year 2011.

D. Within 30 days after receipt of Tenant’s Initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant’s exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 day period, Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market Base Rent rate for the Premises during the Renewal Term. Upon agreement Tenant shall provide Landlord with Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment

n accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market Base Rent rate for the Premises within 30 days after the date on which Tenant provides Landlord with a Rejection Notice, Tenant’s Renewal Option shall be null and void and of no force and effect.

E. If Tenant is entitled to and properly exercises its Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Lease Term, termination date and other appropriate terms. The Renewal Amendment shall be:

1. Sent to Tenant within a reasonable time after receipt of the Binding Notice; and

2. Executed by Tenant and returned to Landlord in accordance with Paragraph A.5, above.

An otherwise valid exercise of the Renewal Option shall, at Landlord’s option, be fully effective whether or not the Renewal Amendment is executed.

F. For purposes hereof, “Prevailing Market” shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and office buildings comparable to the Building in the urban core of Reston Town Center. The determination of Prevailing Market shall take into account any material economic differences between the terms of the Lease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the Landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under the Lease.

VI. Expansion Option. Effective as of the Effective Date, Section 2.3 of the Lease shall be null and void and of no further force and effect.

VII. Security Deposit. Upon Tenant’s execution hereof, Tenant shall pay Landlord the sum of $10,000.00 (the “Security Deposit”). The Security Deposit shall be held by Landlord without liability for interest (unless required by law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of rent or a measure of Tenant’s liability for damages. Landlord may, from time to time, without prejudice to any other remedy, use all or a portion of the Security Deposit to satisfy past due rent or to cure any uncured default by Tenant. If Landlord uses the Security Deposit, Tenant shall on demand restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (1) the determination of Tenant’s proportionate share of Operating Charges for the final year of the Lease Term; (2) the date Tenant surrenders possession of the Premises to Landlord in accordance with the Lease; or (3) the Lease Expiration Date. If Landlord transfers its interest in the Premises, Landlord may assign the Security Deposit to the transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts.

VIII. Miscellaneous.

B. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

C. In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

F. Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the “Landlord Related Parties”) harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, its members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents (collectively, the “Tenant Related Parties”) harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Amendment as of the day and year first above written.


		LANDLORD:

		EOP-RESTON TOWN CENTER, L.L.C., a Delaware limited liability company
WITNESS/ATTEST:
		By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member
Name (Print):
		By: Equity Office Properties Trust, a Maryland Real estate investment trust, its managing General partner
WITNESS/ATTEST:
		By:
Name (Print):		Name:
		Title:

WITNESS/ATTEST:		TENANT:

	/s/ David G. Mathews III
Name (Print):	David G. Mathews III
		LEARNING TREE INTERNATIONAL, INC. A California corporation
		By:	/s/ Joel Stream
		Name:	Joel Stream
		Title:	President & General Manager
WITNESS/ATTEST:

	/s/ Francesco P. Zamboni
Name (Print):	Francesco P. Zamboni

Exhibit 31.1

WRITTEN CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Nicholas R. Schacht, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Learning Tree International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)), for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 10, 2006				/s/ NICHOLAS R. SCHACHT
				Nicholas R. Schacht
				Chief Executive Officer

Exhibit 31.2

WRITTEN CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, LeMoyne T. Zacherl, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Learning Tree International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: February 10, 2006				/s/ LEMOYNE T. ZACHERL
				LeMoyne T. Zacherl
				Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

We, Nicholas R. Schacht, Chief Executive Officer of Learning Tree International, Inc. (“Learning Tree”), and LeMoyne T. Zacherl, Chief Financial Officer of Learning Tree, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

1.	The Quarterly Report on Form 10-Q of Learning Tree for the quarter ended December 30, 2005 (“the Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Learning Tree.


Date: February 10, 2005				/s/ NICHOLAS R. SCHACHT
				Nicholas R. Schacht
				Chief Executive Officer

				/s/ LEMOYNE T. ZACHERL
				LeMoyne T. Zacherl
				Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Learning Tree and will be retained by Learning Tree and furnished to the Securities and Exchange Commission or its staff upon request.

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