SAMPLE LEASE (FOR RENTING PART OF A BUILDING IN AN OFFICE PARK)

THIS LEASE AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Tenant") and [_____________], a [_____________] corporation with an address at [_____________] ("Landlord").

The parties agree as follows:

1. Notices and Locations. For the purpose of this Agreement, the following capitalized terms shall have the following definitions:

1.1 Tenant's Notice Address: [_____________]

1.2 Tenant's Billing Address: [_____________]

1.3 Tenant Contact: [_____________]

1.4 Phone Number: [_____________]

1.5 Fax Number: [_____________]

1.6 Project: That office development commonly known as [_____________], which is comprised of [_____________] office buildings.

1.7 Building: The [_____________] story building commonly known as [_____________].

2. Premises: Landlord leases to the Tenant the leased premises which consist of [_____________] rentable square feet, on the [_____________] side of the [_____________] floor of the Building, which is [_____________]% ("Tenant's Proportionate Share") of the rentable square feet of the Building.

3. Term: The term shall expire on [_____________].

4. Permitted Use: Tenant may use the leased premises as general office space and any other lawful use approved in writing by Landlord.

5. Security Deposit: On the date of this Agreement, Tenant shall pay Landlord a security deposit of $[_____________].

6. Broker for Landlord: [_____________]

7. Broker for Tenant: [_____________]

8. Leased Premises Requirements.  Tenant must ensure that all of Tenant's guests and invitees that enter the leased premises comply with all requirements of this Agreement that apply to Tenant. Landlord covenants that Tenant will quietly hold, occupy and enjoy the leased premises. Tenant may not sublease the Leased Premises without Landlord's prior written consent.  Landlord may enter any part of the Leased Premises at reasonable times after giving reasonable advance notice (except in the case of emergency, in which case Landlord may enter immediately).

9. Holding Over. If Tenant holds over and remains in the leased premises after the end of the term of this Agreement, but continues to timely pay rent (as required by this Agreement) which is accepted by Landlord, then the term of this Agreement is automatically amended to be on a month-to-month basis, and either party may terminate this Agreement on thirty (30) days prior notice.  If so terminated, or if Landlord rejects the first rent payment after the end of the term of this Agreement, then Tenant must vacate and surrender the Leased Premises to Landlord before the end of this thirty (30) day period.

10. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Tenant in whole or in part without the prior written consent of Landlord. Any transfer, assignment, delegation or sublicense by Tenant without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

TENANT

By: __________________________________
Print Name: ___________________________
Title: ________________________________

LANDLORD

By: __________________________________
Print Name: ___________________________
Title: ________________________________