5e exh d

EXHIBIT D 
TENANT IMPROVEMENTS WORK LETTER 

1.     The Tenant Work. Under the Lease, Tenant has agreed to accept the Premises in
their current condition without any obligations for the performance of additional
improvements or other work by Landlord. Notwithstanding the foregoing, Landlord has
agreed that Tenant may perform certain Tenant Improvements, which shall be limited to
construction of private offices including new carpet and new paint throughout the Premises
phone and/or data cabling. The Tenant Improvements shall be in accordance with the 
provisions of this Work Agreement and, to the extent not inconsistent herewith, the
provisions of the Lease. Performance of the Tenant Improvements shall not serve to abate
the payment of Rent or otherwise extend the Rent Commencement Date under the Lease. 
2.     Cost of the Work. Except as provided hereinafter, Tenant shall pay all costs (the
"Costs of the Work") associated with the Tenant Improvements whatsoever, including
without limitation, all permits, inspection fees, fees of architects, engineers, and contractors,
utility connections, the cost of all labor and materials, bonds, insurance, and any structural
or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any
building mechanical, electrical, plumbing or other systems and equipment or relocation of
any existing sprinkler heads, either within or outside the Premises required as a result of the
layout, design, or construction of the Tenant Improvements. 
3.     Review and Approval. 
3.1.   Preliminary Plan and Specifications. 
3.1.1.  Submission. No later than thirty (30) days after the mutual execution
of the Lease, Tenant shall submit two (2) sets of a "Preliminary Plan" (as described in Section
12 herein) to Landlord for approval. 
3.1.2.  Review. Landlord shall, within ten (10) working days after receipt
thereof, either approve said Preliminary Plan, or disapprove the same advising Tenant of the
reasons for such disapproval. If necessary, Landlord shall also endeavor to obtain Landlord's
insurers approval of any sprinkler drawings. In the event Landlord disapproves said
Preliminary Plan, Tenant shall modify the same, taking into account the reasons given by
Landlord for said disapproval, and shall submit two sets of the revised Plan to Landlord
within five (5) days after receipt of Landlord's initial disapproval. 
3.2.   Working Drawings and Engineering Report. 
3.2.1.  Submission. No later than sixty (60) days after mutual execution of
this lease, Tenant shall submit to Landlord for approval two (2) sets of "Working Drawings"
(as defined in Section 12 herein), and a report (the "Engineering Report") from Tenant's
mechanical, structural and electrical engineers indicating any special heating, cooling,
ventilation, electrical, heavy load or other special or unusual requirements of Tenant. 
3.2.2.  Review. Landlord shall, within ten (10) working days after receipt
thereof, either approve the Working Drawings and Engineering Report, or disapprove the
same advising Tenant of the reasons for disapproval. If necessary, Landlord shall also
endeavor to obtain Landlord's insurers approval of any sprinkler drawings. If Landlord
disapproves of the Working Drawings or Engineering Report, Tenant shall modify and submit
revised Working Drawings, and a revised Engineering Report, taking into account the reasons

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given by Landlord for disapproval, within five (5) days after receipt of Landlord's initial
disapproval. 
3.3.   Change Orders. No changes, modifications, alterations or additions to the
approved Preliminary Plan or Working Drawings may be made without the prior written
consent of Landlord after written request therefore by Tenant. In the event that the
Premises are not constructed in accordance with said approved Preliminary Plan and
Working Drawings, then Tenant shall not be permitted to occupy and/or conduct business
from the Premises until the Premises reasonably comply in all respects with said approved
Preliminary Plan and Working Drawings; in such case, the Rent shall nevertheless commence
to accrue and be playable as otherwise provided in the Lease. 
3.4.   Final Inspection. Landlord's acceptance of the Tenant Improvements as being
complete in accordance with the approved Preliminary Plan and Working Drawings shall be
subject to Landlord's inspection and written approval. Tenant shall give Landlord five (5)
days prior written notification of the anticipated completion date of the Tenant
Improvements. 
3.5.   Landlord's Approval. 
3.5.1.  Landlord shall not unreasonably withhold approval of any Preliminary
Plan, Working Drawings, Engineering Report, or Change Order submitted hereunder if they
provide for a customary layout, are compatible with the Building's shell and core
construction, and will not require any structural modifications to the Building, whether
required by heavy loads or otherwise. 
3.5.2.  Landlord's approval of Tenant's Preliminary Plans, Working Drawings,
Engineering Report or Change Order, and Landlord's recommendations or approvals
concerning contractors, subcontractors, engineers or architects (if any) shall not be deemed
a warranty as to the quality or adequacy of the Tenant Improvements, or the design thereof,
or of its compliance with Laws, codes and other legal requirements. 
4.     Compliance. The Tenant Improvements shall comply in all respects with the
following: (a) the Building Code of the City and State in which the Building is located and
State, County, City or other laws, codes, ordinances and regulations, as each may apply
according to the rulings of the controlling public official, agent or other such person, (b)
applicable standards of the National Board of Fire Underwriters and National Electrical Code,
and (c) building material manufacturer's specifications. If necessary, the Tenant
Improvements shall also comply with the requirements of Landlord's insurer. 
5.     Architects, Engineers, and Contractors. 
5.1.   Qualified Professionals. The Preliminary Plan, Working Drawings, Engineering
Report and the Tenant Improvements, shall be prepared and performed by licensed,
reputable and qualified architects, engineers and contractors. 
5.2.   Insurance Requirements. 
5.2.1.  Professional Liability. All architects and engineers shall carry
professional liability insurance with limits not less than one million dollars per claim
($1,000,000). 
5.2.2.  Worker's Compensation. All contractors and subcontractors shall
carry Worker's Compensation Insurance covering all of their respective employees in the
statutorily required amounts. 


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5.2.3.  General Liability. All contractors and subcontractors shall each
separately obtain and keep in force a policy of general liability insurance consistent with the
requirements of Sections 13.1.1 and 13.2 of the Lease; provided, however, (i) the limit for
such insurance shall be at least three million dollars ($3,000,000) notwithstanding any other
amount set forth in the Lease, and (ii) the policies therefore shall cover both Landlord and
Tenant, as additional insureds. Evidence of such insurance shall be delivered to Landlord
before the construction is commenced or contractor's equipment is moved onto the
building.
6.     Performance. 
6.1.   The Tenant Improvements shall be commenced promptly following the
Possession Date, and shall thereafter be diligently prosecuted to completion, subject only to
delays for reasons beyond Tenant's control (except financial matters). All Tenant
Improvements shall conform with the Working Drawings approved by Landlord in writing,
and Landlord may periodically inspect the Tenant Improvements for such compliance. The
Tenant Improvements shall be coordinated under Landlord's direction with other work being
done or to be performed for or by other tenants in the building so that the Tenant
Improvements will not interfere with or delay the completion of any other construction work
in the building. 
6.2.   Tenant shall perform the Tenant Improvements in a thoroughly safe, firstclass
and workmanlike manner in conformity with the approved Preliminary Plan and
Working Drawings, and shall be in good and usable condition at the date of completion. 
6.3.   Tenant shall be required to obtain and pay for all necessary permits and/or
fees with respect to the Tenant Improvements, copies of which shall be provided to Landlord
prior to commencement of the Tenant Improvements. 
6.4.   Each contractor and subcontractor shall be required to obtain prior written
approval from Landlord for any space outside the Premises within the building, which such
contractor or subcontractor desires to use for storage, handling, and moving of his materials
and equipment, as well as for the location of any facilities or personnel. Nothing in the
paragraph shall, however, give rise to any obligation on Landlord to provide such space. 
6.5.   The contractors and subcontractors shall be required to remove from the 
Premises and dispose of, at least once a week and more frequently as Landlord may direct,
all debris and rubbish caused by or resulting from the construction. Upon completion of the
Tenant Improvements, the contractors and subcontractors shall remove all surplus
materials, debris and rubbish of whatever kind remaining within the building which has been
brought in or created by the contractors and subcontractors in the performance of the
Tenant Improvements. If any contractor or subcontractor shall neglect, refuse or fail to
remove any such debris, rubbish, surplus material or temporary structures within two (2)
days after notice to Tenant from Landlord with respect thereto, Landlord may cause the
same to be removed by contract or otherwise as Landlord may determine expedient, and
charge the cost thereof to Tenant as additional Rent under the Lease. 
6.6.   Tenant shall obtain utility service, including meter, from the utility company
supplying service, unless Landlord elects to supply service and/or meters. Tenant shall
obtain and furnish Landlord copies of all approvals with respect to electrical, water and
telephone work as may be required by the respective company supplying the service. 
6.7.   Tenant shall, at its cost and expense construct, purchase, install and perform
any and all work included within the Tenant Improvements so as to obtain any
governmentally required certificate of occupancy and to occupy the Premises as soon as
possible. 

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6.8.   Copies of "as built" drawings shall be provided to Landlord no later than thirty
(30) days after completion of the Tenant Improvements. 
6.9.   Landlord shall not be responsible for any disturbance or deficiency created in
the air conditioning or other mechanical, electrical or structural facilities within the building
or Premises as a result of the Tenant Improvements. If such disturbances or deficiencies
result, Tenant shall correct the same and restore the services to Landlord's reasonable
satisfaction, within a reasonable time. Tenant shall use Landlord's approved HVAC Service
provider for any and all installations and adjustments required to the Premises in the course
of the Tenant Improvements. Tenant's mechanical system (heating, ventilating, and air
conditioning) shall tie into the central EMCS (emergency management control system) and
the type of keys to such system shall match those specified in the Building plans. 
6.10.  If performance of the Tenant Improvements shall require that additional
services or facilities (e.g., common area cleaning services) be provided, Tenant shall pay
Landlord's reasonable charges therefore. 
6.11.  Tenant's contractors shall comply with the rules of the building and
Landlord's requirements respecting allowable construction hours and manner of handling
materials, equipment and debris. Construction activities, delivery of materials, equipment
and removal of debris must be arranged to avoid any inconvenience or annoyance to other
occupants. The Tenant Improvements and all cleaning in the Premises must be controlled to
prevent dirt, dust or other matter from infiltrating into adjacent Tenant or mechanical areas. 
6.12.  Landlord may impose reasonable additional requirements from time to time
in order to ensure that the Tenant Improvements, and the construction thereof does not
disturb or interfere with any other Tenants of the building, or their visitors, contractors or
agents, nor interfere with the efficient, safe and secure operation of the building. Tenant's
Contractor shall obtain a copy of, and comply at all times with, the then current contractor's
rules and regulations for the Building. 
7.     Liens. Tenant shall keep the Premises, the building and surrounding areas free from
any mechanic's, materialman's or similar liens or other such encumbrances in connection
with the Tenant Improvements, and shall indemnify and hold Landlord harmless from an
against any claims, liabilities, judgments, or costs (including attorneys' fees) arising in
connection therewith. Tenant shall remove any such lien or encumbrance by bond or
otherwise within thirty (30) days after written notice by Landlord, and if Tenant shall fail to
do so, Landlord may pay the amount necessary to remove such lien or encumbrance ,
without being responsible for investigating the validity thereof. The amount paid shall be
deemed additional rent under the Lease payable upon demand, without limitation as to
other remedies available to Landlord under the Lease. Nothing contained herein shall
authorize Tenant to do any act which shall subject Landlord's title to the building or Premises
to any liens or encumbrances whether claimed by operation of law or express or implied
contract. Any claim to a lien or encumbrance upon the building or Premises arising in
connection with the Tenant Improvements shall be null and void, or at Landlord's option
shall attach only against Tenant's interest in the Premises and shall in all respects be
subordinate to Landlord's title to the building and Premises. 
8.     Certain Definitions. As used in this Work Agreement, the following terms shall have
the meanings provided in this Section. 
8.1.   Preliminary Plan. "Preliminary Plan" shall mean and refer to a plan, drawn to
scale, showing: (1) demising walls, corridor doors, interior partition walls and interior doors
(if any), (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose
rooms, and any sinks or other pluming facilities, or other special facilities or equipment, (3)
all utility connections, (4) any communications system, indicating telephone and computer

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outlet location, (5) and other Lines (as defined in the Lease), and (6) any other details or
features required to reasonably delineate the Work to be performed. 
8.2.   Working Drawings. "Working Drawings" shall mean and refer to fully
dimensioned architectural construction drawings and specifications, and any required
engineering drawings (including mechanical, electrical, plumbing, air-conditioning,
ventilation and heating), and shall include any applicable items described above for the
Preliminary Plan, and if applicable: (1) electrical outlet locations, circuits and anticipated
usage therefore, (2) reflected ceiling plan, including lighting, switching, and any special
ceiling specifications, (3) duct locations for heating, ventilating and air-conditioning
equipment, (4) dimensions of all equipment and cabinets to be built in, (5) location of all
Lines (as defined in the Lease), (6) location of any equipment or systems (with brand names
wherever possible) which require special consideration relative to air-conditioning,
ventilation, electrical, plumbing, structural, fire protection, life-fire-safety system, or
mechanical systems, (7) weight and location of heavy equipment, and anticipated loads for
special usage rooms, and (8) any other details or features required to completely delineate
the Work to be performed. 
9.     Incorporation into Lease; Defaults. 
9.1.   Incorporation. The Parties agree that the provisions of this Work Agreement
are hereby incorporated by this reference into the Lease fully as though set forth therein. In
the event of any express inconsistencies between the Lease and this Work Agreement, the
latter shall govern and control. 
9.2.   Defaults. If Tenant shall default under this Work Agreement, Landlord may
order that all Tenant Improvements being performed in the Premises be stopped
immediately, and that no further deliveries to the Premises be made, until such default is
cured, without limitation as to Landlord's other remedies. Any amounts payable by Tenant
to Landlord hereunder shall be paid as additional rent under the Lease. Any default by the
other party hereunder shall constitute a default under the Lease and shall be subject to the
remedies and other provisions applicable thereto under the Lease. If Tenant shall default
under the Lease or this Work Agreement and fail to cure the same within the time permitted
for cure under the Lease, at Landlord's option, all amounts paid or incurred by Landlord
towards the Improvement Allowance shall become immediately due and payable as
additional Rent under the Lease. 
10.   Tenant Reimbursement. Landlord shall contribute a Tenant Improvement Allowance
of up to EIGHTY THOUSAND ONE HUNDRED AND 00/100 DOLLARS ($80,100.00) (the "Tenant
Improvement Allowance") towards Tenant's hard and soft costs and expenses incurred by
Tenant in designing, permitting, and constructing the Tenant Improvements. Landlord shall
reimburse Tenant within ten (10) business days after Tenant has submitted to Landlord: (i)
an invoice for the Tenant Improvement Allowance, (ii) the required "as-built" drawings,
including mechanical, plumbing and electrical details, and (iii) a certificate from Tenant's
architect or contractor setting forth the description of the work performed, materials
furnished, and costs thereof incurred by or on behalf of Tenant. Tenant must request
reimbursement within thirty (30) days of the substantial completion of the Tenant
Improvements provided by the Tenant, but not later than July 31, 2011. Landlord's
obligation to pay the Tenant Improvement Allowance is expressly conditioned upon the
Tenant's timely request for such Tenant Improvement Allowance and submission of all
documentation required to make such request for the Tenant Improvement Allowance. Any
unused/unclaimed portion of the Tenant Improvement Allowance shall be forfeited and not
otherwise payable to Tenant. 


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