OFFICE RENTAL AGREEMENT

RECITALS

WHEREAS, Landlord is the owner of certain real property and the improvements thereon, commonly known as and located at _______ (the 'Property'); WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, a portion of the Property, as more particularly described herein (the 'Premises'), subject to the terms and conditions set forth in this Agreement; and WHEREAS, the parties intend for this Agreement to constitute the entire agreement between them concerning the subject matter hereof, superseding all prior negotiations, discussions, and agreements. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

The following terms, when used in this Agreement with initial capital letters, shall have the meanings ascribed to them in this Article 1. These definitions shall apply regardless of whether a term is used in the singular or plural form. 1.1 'Agreement' means this Office Rental Agreement, including all exhibits, schedules, and addenda attached hereto, as the same may be amended, supplemented, or modified from time to time in accordance with its terms. 1.2 'Governing Law' means the laws of the State of _______, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of _______. 1.3 'Landlord' means the party identified as the Landlord on the signature page of this Agreement, together with its successors and assigns. 1.4 'Premises' means the specific office space leased to Tenant under this Agreement, located at _______, as more particularly described in Article 2 herein. 1.5 'Property' means the entire building, land, and improvements of which the Premises are a part, including any common areas. 1.6 'Tenant' means the party identified as the Tenant on the signature page of this Agreement, together with its permitted successors and assigns. 1.7 'Rent' means all sums payable by Tenant to Landlord under this Agreement, including Base Rent and any Additional Rent.

ARTICLE 2
THE PREMISES

2.1 Grant of Lease. Subject to and upon the terms and conditions set forth herein, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises. The lease of the Premises is for the purpose of conducting general office business and for no other purpose, unless otherwise agreed in writing by Landlord. 2.2 Description of Premises. The Premises are located at _______ and consist of an office suite containing approximately _______ (_______) square feet of rentable area. A floor plan or diagram of the Premises may be attached hereto as an exhibit for illustrative purposes only. In the event of any discrepancy between an attached exhibit and the physical reality of the Premises, the latter shall control. 2.5 'As-Is' Condition. Except as may be expressly provided otherwise in this Agreement, Tenant accepts the Premises in their 'as-is, where-is' condition as of the Commencement Date. Tenant acknowledges that it has had the opportunity to inspect the Premises and is satisfied with their condition. Landlord makes no warranties, express or implied, regarding the condition of the Premises, the Property, or their fitness for Tenant's particular use.

ARTICLE 3
TERM OF LEASE

3.1 Lease Term. The term of this Lease (the 'Term') shall commence on _______ (the 'Commencement Date') and, unless sooner terminated or extended as provided herein, shall continue for a period of _______ (_______) months (the 'Initial Term'), ending on _______ (the 'Expiration Date'). 3.3 Holding Over. If Tenant remains in possession of the Premises after the Expiration Date or any earlier termination of this Lease without a written extension or renewal agreement executed by Landlord ('Holding Over'), such possession shall not be construed as a renewal or extension of this Lease. Instead, a tenancy-at-will shall be created, which may be terminated by either party upon thirty (30) days' written notice. During any such Holding Over period, Tenant shall pay a monthly rent equal to one hundred fifty percent (150%) of the Base Rent payable during the last full month of the Term, and all other terms, covenants, and conditions of this Agreement shall remain in full force and effect, insofar as applicable. The acceptance of such rent by Landlord shall not constitute a waiver of Landlord's right to seek possession of the Premises.

ARTICLE 4
RENT

4.1 Base Rent. Tenant covenants and agrees to pay to Landlord, without demand, deduction, or offset, a monthly base rent ('Base Rent') in the amount of $_______ per month. Rent shall be due and payable in advance on or before the _______ day of each calendar month during the Term. 4.3 Method and Place of Payment. All Rent shall be paid to Landlord in lawful money of the United States. Acceptable methods of payment are: _______. Payments shall be made to Landlord at the address specified for notices herein, or to such other person or place as Landlord may from time to time designate in writing. 4.4 Additional Rent. All sums, charges, costs, and expenses which Tenant is required to pay under this Agreement, other than Base Rent (including, but not limited to, late fees, returned check charges, costs for repairs, and any other amounts due), shall be considered 'Additional Rent'. All Additional Rent shall be due and payable with the next monthly installment of Base Rent. The provisions for late charges and remedies for non-payment of Base Rent shall apply equally to Additional Rent. 4.5 No Deductions or Offset. Tenant's obligation to pay Rent is an independent covenant. Tenant shall make all payments of Rent without any deduction, abatement, or offset whatsoever, except as may be expressly permitted in this Agreement.

ARTICLE 6
DEFAULT AND REMEDIES

6.1 Events of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant (each, an 'Event of Default'): (b) Non-Monetary Default. The failure by Tenant to observe or perform any of the other covenants, conditions or provisions of this Lease, where such failure shall continue for a period of _______ (_______) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than _______ (_______) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said _______-day period and thereafter diligently prosecutes such cure to completion. (c) Abandonment. The vacating or abandonment of the Premises by Tenant, which shall be presumed if the Premises are unoccupied for _______ (_______) or more consecutive days while any Rent remains unpaid. (d) Bankruptcy or Insolvency. The making by Tenant of any general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy; or the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease. 6.2 Late Charges and Fees. Tenant acknowledges that the late payment of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges are intended to compensate Landlord for these costs. In addition to any applicable late charges, if any payment by Tenant is returned for non-sufficient funds (NSF) or is otherwise rejected, Tenant shall pay to Landlord, as Additional Rent, a returned payment fee of $_______ for each such occurrence. 6.3 Landlord's Remedies. Upon the occurrence of any Event of Default, Landlord shall have the right, at its sole option, to exercise any one or more of the following remedies, in addition to any other remedies available to Landlord at law or in equity: (a) Terminate Lease. Landlord may terminate this Lease and Tenant's right to possession of the Premises by giving written notice of termination to Tenant, in which case this Lease shall terminate on the date specified in the notice, and Tenant shall immediately surrender possession of the Premises to Landlord. (b) Re-enter and Re-let. Landlord may re-enter and take possession of the Premises without terminating this Lease and without relieving Tenant of its obligation to pay Rent. Landlord may re-let the Premises, or any part thereof, for the account of Tenant for such term, on such conditions, and at such rental as Landlord in its sole discretion may determine. Tenant shall be liable for all costs of re-letting and for the deficiency, if any, between Tenant's Rent and the net amount received from such re-letting. (c) Accelerate Rent. Landlord may declare the entire balance of the unpaid Rent for the remainder of the Term to be immediately due and payable. 6.4 Landlord's Right to Cure. If Tenant fails to perform any obligation under this Lease, Landlord may, but shall not be obligated to, perform such obligation on Tenant's behalf. All costs and expenses incurred by Landlord in curing a default of Tenant shall be deemed Additional Rent and shall be immediately due and payable by Tenant upon demand. 6.5 Cumulative Remedies. No remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other available remedy, but shall be cumulative and in addition to every other remedy given under this Lease or existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or be construed to be a waiver thereof.