10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2008
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

COMMISSION FILE NUMBER: 000-27577

HARRIS INTERACTIVE INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	16-1538028
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
60 Corporate Woods, Rochester, New York	14623 (zip code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

(585) 272-8400

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

NONE

INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, as defined in Rule 405 of the Securities Act.  Yes o     No þ

INDICATE BY CHECK MARK IF THE REGISTRANT IS NOT REQUIRED TO FILE REPORTS pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

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.  Yes þ     No o

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

INDICATE BY CHECK MARK WHETHER REGISTRANT IS A SHELL COMPANY (as defined in Rule 12b-2 of the Act).  Yes o     No þ

As of December 31, 2007, the aggregate market value of voting and non-voting common equity securities held by non-affiliates of the registrant was $214,644,671.

On September 12, 2008, 53,783,509 shares of the Registrant’s Common Stock, $.001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on October 28, 2008, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

HARRIS INTERACTIVE INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, 2008

INDEX

			Page
Part I:
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995				3
	Item 1:	Business		3
	Item 1A:	Risk Factors		14
	Item 1B:	Unresolved Staff Comments		23
	Item 2:	Properties		23
	Item 3:	Legal Proceedings		24
	Item 4:	Submission of Matters to a Vote of Security Holders		24
Part II:
	Item 5:	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		24
	Item 6:	Selected Financial Data		28
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk		50
	Item 8:	Financial Statements and Supplementary Data		52
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		94
	Item 9A:	Controls and Procedures		94
	Item 9B:	Other Information		95
Part III:
	Item 10:	Directors, Executive Officers and Corporate Governance		95
	Item 11:	Executive Compensation		96
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		96
	Item 13:	Certain Relationships and Related Transactions, and Director Independence		96
	Item 14:	Principal Accounting Fees and Services		96
Part IV:
	Item 15:	Exhibits and Financial Statement Schedules		96
Signatures				98
EX-10.1.19
EX-10.1.20
EX-10.1.22
EX-10.1.23
EX-10.1.24
EX-10.1.25
EX-10.4.7
EX-10.4.30
EX-10.4.52
EX-10.4.53
EX-10.4.59
EX-10.6.3
EX-10.6.10
EX-10.6.11
EX-10.6.14
EX-10.6.15
EX-10.6.19
EX-10.6.20
EX-10.6.21
EX-10.6.22
EX-10.6.23
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2

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PART I

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

The discussion in this Form 10-K contains forward-looking statements that involve risks and uncertainties. The statements contained in this Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on the information available to Harris Interactive on the date hereof, and Harris Interactive assumes no obligation to update any such forward-looking statement. Actual results could differ materially from the results discussed herein. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the Risk Factors section of this Form 10-K. The Risk Factors set forth in other reports or documents Harris Interactive files from time to time with the Securities and Exchange Commission (the “SEC”) should also be reviewed.

Item 1.   Business

References herein to “we,” “our”, “us”, “its”, the “Company” or “Harris Interactive” refer to Harris Interactive Inc. and its subsidiaries, unless the context specifically requires otherwise. Harris Interactive^® and The Harris Poll^® are U.S. registered trademarks of Harris Interactive Inc. This Form 10-K may also include other trademarks, trade names and service marks of Harris Interactive and of other parties.

Corporate Overview

Harris Interactive was founded in 1975 in upstate New York as the Gordon S. Black Corporation, however, its roots date back to the founding of Louis Harris and Associates in New York City in 1956. Today, Harris Interactive is an international, full-service, consultative market research firm widely known for The Harris Poll (one of the world’s longest-running, independent opinion polls) and for pioneering online market research methods. Harris Interactive serves clients worldwide through its offices in North America, Europe and Asia and through a global network of independent market research firms.

In June 2008, the market research industry analysts at Inside Research named Harris Interactive the 13th largest U.S. market research organization (down from 12th in 2007), and in July 2008, we were named the world’s 13th largest market research firm for the second consecutive year.

Our corporate headquarters are located in Rochester, New York, and our fiscal year ends June 30th.

Mergers, Acquisitions and Sale of Business

The Gordon S. Black Corporation was founded in 1975 as a New York corporation. It formed and became part of the Delaware corporation now known as Harris Interactive in 1997. Since that time, our acquisitions have included:

•  February 1996 — all of the stock of Louis Harris and Associates, Inc., headquartered in New York,

•  February 2001 — the custom research division of Yankelovich Partners, Inc., headquartered in Norwalk, Connecticut,

•  August 2001 — all of the capital stock of Market Research Solutions Limited, a privately-owned U.K. company headquartered in Oxford, England,

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•  September 2001 — all of the capital stock of M&A Create Limited, a privately-owned company headquartered in Tokyo, Japan,

•  November 2001 — all of the capital stock of Total Research Corporation, a Delaware corporation headquartered in Princeton, New Jersey,

•  March 2004 — all of the capital stock of Novatris, S.A. (“Novatris”), a share corporation organized and existing under the laws of France,

•  September 2004 — all of the capital stock of Wirthlin Worldwide, Inc. (“Wirthlin”), a privately-held California corporation headquartered in Reston, Virginia,

•  April 2007 — all of the capital stock of MediaTransfer AG Netresearch & Consulting (“MediaTransfer”), a privately-held German stock corporation headquartered in Hamburg, Germany,

•  August 2007 — all of the capital stock of Decima Research Inc. (“Decima”), a corporation incorporated in Ontario, Canada, and

•  August 2007 — all of the capital stock of Marketshare Limited, a company incorporated under the laws of Hong Kong, and Marketshare Pte Ltd, a company incorporated under the laws of Singapore (collectively, “Marketshare”).

In May 2005, we completed the sale of our Japanese subsidiaries, M&A Create Limited, Adams Communications Limited and Harris Interactive Japan, K.K., in a management buy-out. In August 2007, we sold our “Rent and Recruit” business, which was engaged primarily in providing facilities for and conducting focus group interviews.

Business Overview

Harris Interactive is a professional services firm that serves clients in many industries and many countries. We provide Internet-based and traditional market research and polling services which include ad-hoc or customized qualitative and quantitative research, service bureau research (conducted for other market research firms) and long-term tracking studies.

We serve clients in numerous vertical markets including:

•  Automotive and Transportation,

•  Consumer Packaged Goods,

•  Emerging and General Markets,

•  Financial Services,

•  Healthcare and Pharmaceutical,

•  Public Affairs and Policy, and

•  Technology and Telecom.

In addition, we maintain a number of horizontally-focused strategic research groups that collaborate with our sales and vertical practice teams to deliver solutions in the following areas:

•  Brand and Communications Consulting Research,

•  Loyalty Research, and

•  Product Solutions Research.

We also conduct computer-assisted telephone interviewing in telephone data collection centers in the United Kingdom, Canada, Hong Kong and Singapore. In addition to these dedicated facilities, we

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outsource telephone data collection and survey programming to contracted sources in a number of countries including Canada, India and Costa Rica.

We deliver custom research using both traditional and Internet-based data collection methods. The majority of our tracking and service bureau research is conducted via the Internet. We continue to work aggressively to transition traditional custom research to Internet-based research.

During fiscal 2008, 63.1% of our total revenue was derived from Internet-based research, up from 60.5% and 59.1% in fiscal 2007 and 2006, respectively. We treat all of the revenue from a project as Internet-based whenever more than 50% of the data collection for that project was completed online.

Our Internet panel currently consists of millions of individuals, all of whom have double opted-in to participate by affirmatively reconfirming their intent to join the panel after initial registration.

The Worldwide Market for Online Research

The online research market is already significant and continues to grow. Industry analysts at Inside Research estimate that the current potential worldwide opportunity for online survey research is approximately $11 billion. In its March 2008 edition, Inside Research estimated that over $4.3 billion will be spent to conduct online research in calendar 2008, up 21% from the estimated $3.5 billion spent in calendar 2007, with a $7 billion market opportunity remaining.

We believe that Internet-based market research has a number of inherent advantages:

•  Speed — Internet surveys can be completed in as little as five days, as opposed to three weeks for an average mail survey and approximately two weeks for an average random-digit-dial telephone survey.

•  Value — Internet-based market research can provide larger and more robust sample sizes than telephone-based research for the same cost, or the same sample size can be gathered online at a lower cost.

•  Versatility — Motion and still pictures, graphics, advertising copy, and websites can be securely viewed right on the desktop. Images and sound can be combined to maintain interest and enhance the respondent experience. Internet-based methodology allows surveys to be created on demand, with content and sequencing modified as panelists respond.

•  Innovation — Online research techniques, such as virtual shopping, bulletin board style focus groups and virtual 3D package testing, that were never possible before are now performed regularly. As our (and our clients’) knowledge of online research grows, our repertoire of more powerful research tools will continue to expand.

•  Accuracy — Our propensity score weighting techniques have repeatedly produced results that are as accurate as or more accurate than telephone-based research.

•  Honesty — Our experience indicates that respondents’ online answers to questions of a more personal nature such as income, health condition, sexual behavior and political affiliation/opinion tend to be answered more openly, honestly and in greater detail than those collected via telephone-based research.

•  Convenience — Online research is conducted on the respondent’s schedule, not the telephone researcher’s schedule. Web-based questionnaires may be completed at home, at work, or anywhere a respondent has Internet access, 24/7/365.

•  Productivity — As online panelists can read faster than they can listen, more questions can be asked and answered in the same amount of time. Participants in online qualitative sessions type their own transcripts, which can be immediately reviewed and analyzed.

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Our Products and Services

Custom Research

We conduct many types of custom research including customer satisfaction surveys, market share studies, new product introduction studies, brand recognition studies, reputation studies, ad concept testing and more. A custom research project has three distinct phases:

•  Survey Design — Initial meetings are conducted with the client to clearly define the objectives and reasons for the study to ensure that the final data collected will meet the client’s needs. Based on the client’s requirements, we then determine the proper data collection process (such as a mail, telephone or Internet survey, focus group meetings, personal interviews, or any combination thereof), sampling scheme (the demographics and number of people to be surveyed) and survey design or focus group protocol.

•  Data Collection — Field data collection is conducted through computer-aided Internet or telephone interviewing, by mail or in person, by holding focus group meetings, or any combination of the above. Multiple quality assurance processes are employed to ensure that the survey data are accurate and that the correct number and type of interviews have been completed.

•  Weighting, Analysis and Reporting — We review the collected data for sufficiency and completeness, weight the data accordingly, and then analyze by desired demographic, business or industry characteristics. A comprehensive report that typically includes recommendations is then prepared and delivered to the client.

Our sample design and questionnaire development techniques help ensure that complete and accurate information is collected, and that these data will satisfy the specific inquiries of our clients. We have developed in-depth data collection techniques to enhance the integrity and reliability of our sample database. Our survey methodology is intended to ensure that responses are derived from the appropriate decision-makers in each category. As a result, we have a solid foundation for delivering the data that meets our clients’ needs.

Tracking Study Research

We apply extensive expertise to the design, execution and maintenance of custom, online tracking studies for clients in a broad range of industries and around the globe. Considered by many to be a vital part of any comprehensive research program, tracking studies regularly ask identical questions to similar demographic groups within a constant interval (once a month, once a quarter, etc.) to feed business decision-makers with dynamic data and intelligence that enables them to:

•  Measure, sustain and improve customer loyalty,

•  Gather market and customer intelligence relative to the brand and category,

•  Detect emerging market trends and/or potential competitive threats,

•  Assess the impact of marketing on customer behaviors and attitudes, and

•  Identify opportunities for growth.

Service Bureau Research

The Harris Interactive Service Bureau (“HISB”) conducts Internet-based data collection for other market research firms that do not have Internet-based market research capabilities.

Research and Development

We have not incurred expenditures for the three fiscal years ended June 30, 2008 that would be classified as research and development as defined by accounting principles generally accepted in the

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United States of America under Statement of Financial Accounting Standards (“SFAS”) No. 2, Accounting for Research and Development Costs.

Our Intellectual Property and Other Proprietary Rights

We believe that the Harris brand and its associated intellectual property provide us with many competitive advantages. The awareness and attributes of the Harris brand — trusted, accurate, non-biased, innovative, collaborative, thoughtful and results-focused — are essential to maintain for our continued success. To protect our brand and our intellectual property, we rely on a combination of patent, copyright, trademark and trade-secret laws, as well as confidentiality, non-disclosure, non-compete and license agreements, and clearly defined standard terms and conditions in our sales contracts.

We currently have patents and patent applications pending for:

•  A system to conduct research via “build your own” product/pricing configurations over a network, and

•  Shelf Impact^SM — a system for evaluating the impact of package design and shelf placement for store shelf products using extremely short duration image exposure.

Additionally, we have registered trademarks for many of our products and services in North America, Europe and Asia, and will continue to protect our intellectual property through those means.

We have licensed in the past, and expect to license in the future, certain proprietary rights, such as trademarks or copyrighted material, to third parties. While we attempt to ensure that the quality of our brand is maintained by these licenses, licensees may take actions that might harm the value of our proprietary rights or reputation.

Seasonality

Being project-based, our business has historically exhibited moderate seasonality. Revenue generally tends to ramp upward during the fiscal year, with Q1 (ending September 30) generating the lowest revenue. Fiscal Q2 (ending December 31) generally yields a sequential increase in revenue. Fiscal Q3 (ending March 31) is approximately flat with or slightly less than Q2. Fiscal Q4 (ending June 30) revenue typically yields the highest revenue of the year. As a result of the seasonality noted, we manage our business based on our annual business cycle. Total consolidated revenue from continuing operations, by quarter, for the fiscal years ended June 30, 2006 through 2008, is as follows:

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The moderate historical seasonality described above is not necessarily indicative of quarterly revenue trends which may occur in the future.

Our Clients

At June 30, 2008, we had approximately 1,900 clients, compared with approximately 1,800 at June 30, 2007. In fiscal 2008 and 2007, no single client accounted for more than 10% of our consolidated revenue.

Our Competition

We compete with numerous market research firms, as well as corporations and individuals that perform market research studies on an isolated basis, many of whom have market shares or financing and marketing resources larger than our own. Our competitors include, but are not limited to, Aegis Group plc, Arbitron Inc., GfK AG, Greenfield Online Inc., IMS Health, Inc., Intage Inc., Ipsos SA, National Research Corp., Taylor Nelson Sofres plc, WPP Group plc and YouGov plc.

In June 2008, Inside Research ranked Harris Interactive as the 13th largest U.S. market research firm, down from 12^th in 2007. In July 2008, Inside Research ranked Harris Interactive as the world’s 13^th largest market research firm for the second consecutive year.

Although we believe that barriers to creating a large online panel and acquiring the technology and the knowledge necessary to conduct accurate Internet-based market research remain high, we have seen intensified competition from existing market research firms as they continue to build their online research capabilities. We also believe that the number of dedicated online data collection and sample-only firms which enable traditional market research firms to execute online research has added to the competitive environment.

In fiscal 2008, we deployed GlobalSynch^sm, our global synchronized research platform that integrates data collected via multiple modes into one database. This web-based system provides increased speed, greater accuracy and easy real-time client access to research data collected anywhere in the world regardless of collection mode. We believe that no other market research firm currently has a similar system in place. This ability to more fully synchronize our survey design, data collection, analysis and reporting functions gives us an advantage over some of our competitors who do not offer the same broad range of services.

We believe we also have other competitive advantages, including:

•  Our Highly Skilled Employees — many of whom are recognized by their peers as leaders in the field of market research, or in the particular vertical markets in which they specialize.

•  Our Strong Brand — synonymous with accuracy and truthfulness, we believe that Harris Interactive and The Harris Poll are two of the best known and most trusted names for U.S. market research and public opinion polling today. We have now expanded The Harris Poll into the United Kingdom and the rest of Europe, and expect to continue our relationships with The Financial Times (London), International Herald Tribune and France 24 (Paris), in order to raise awareness of the Harris Interactive brand on a global scale.

•  Our Internet Panel — believed by us to be one of the world’s largest for conducting online market research. Currently, our panel consists of millions of individuals from around the world who have voluntarily agreed to participate in our various online research studies. This large and diverse Internet panel enables us to:

•  accurately project results to large segments of the population, such as “all U.S. voters” or “all British adults”,

•  conduct a broad range of studies across a wide set of industries,

•  rapidly survey very large numbers of the general population, and

•  accurately survey certain low-incidence, hard-to-find subjects.

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•  Our Specialty Sub-Panels — Through the ongoing screening of our larger panel and recruitment targeted specifically to certain audiences, we have developed numerous specialty sub-panels of hard-to-find respondents, including: Affluent, Chronic Illness, Mothers and Expectant Mothers, Physicians, Pet Companion and Technology Decision-Makers. Our clients value our ability to rapidly survey these hard to find subjects. Many of our clients have asked us to develop specialty panels exclusively for their use. Specialty sub-panel research has become a key driver of profitable revenue growth for us.

•  Our Science and Methodology — To understand the intricacies and nuances of Internet research, we have conducted more than 2,200 “research on research” experiments. We also have executed over 85 million online surveys since we began conducting online research in 1997. That depth and breadth of experience allows us to continually provide our clients with the most up-to-date and accurate knowledge they need to make meaningful business decisions and improve their performance.

•  Our Global Enterprise Solutions Portfolio — A comprehensive tool-box of research techniques, methodologies and models that can be applied by marketing experts to help develop strategy, implement tactics and assess their impact in the marketplace. These tools can also be used to analyze markets, develop new products and services, create and/or measure brand positioning and awareness and measure and/or improve customer loyalty.

•  Our Technology — A significant amount of computer software and hardware is required to conduct Internet-based market research and polling. The key elements of our technology infrastructure include:

•  A high-speed customized email system, allowing us to rapidly format, target and send over one million customized email invitations per hour,

•  A sophisticated survey engine, which can support 255,000 custom five-minute surveys per hour with a peak capacity of 21,000 surveys processed simultaneously,

•  Multi-lingual software systems, which have the ability to collect data in any language supported by Microsoft, including double-byte character sets (such as the Asian languages) and right-to-left reading languages,

•  An advanced survey dispatcher system, which acts like an air traffic control system to monitor, control and balance all respondent activity across all of our servers, and to ensure that no respondent will get a “sorry — the system is busy” notice. In addition, our proprietary dispatcher system gathers real-time statistics on survey starts, suspensions and completions, shutting off the surveys when the contracted completion levels have been achieved, thereby reducing cost overruns, and

•  A global synchronized research platform that integrates data collected via multiple modes into one database.

We continue to review and modify our infrastructure, including as new technologies become available, with a view toward continuing to meet the needs of our clients in an efficient and cost-effective manner.

•  Our Professional Sales Force — which is relatively unique in the market research industry, an industry in which researchers are traditionally the primary salespersons. Our sales force generates leads, expands existing client relationships and gains new business. At the end of fiscal 2008, we had over 40 full-time dedicated sales professionals, who work with our market research professionals who also sell our services, supported by a team of inside business developers.

•  Our Dedication to Customer Satisfaction — which has helped us to retain our clients and continually improve the quality of services that we deliver. We evaluate all of our researchers

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and managers on customer satisfaction scores, and their bonus compensation is also tied to those customer satisfaction levels. At June 30, 2008, our worldwide overall satisfaction rating stood at 8.3, compared with 8.8 at June 30, 2007, both on a ten point scale. Maintaining high levels of customer satisfaction helps us to:

•  identify and rapidly respond to changing client needs,

•  increase the loyalty of our clients and generate greater lifetime value from them, and

•  improve our margins by dampening price sensitivity.

Financial Information about Geographic Areas

We are comprised principally of operations in North America, Europe and Asia. Non-U.S. market research operations are located in the United Kingdom, Canada, France, Germany, Hong Kong, Singapore and to a more limited extent, China. We operate these non-U.S. businesses on a basis consistent with our U.S. operations. We perform custom and service-bureau Internet-based market research in the United Kingdom, Canada, France and Germany using our global database.

Our business model for offering custom market research is consistent across the geographic regions in which we operate. Geographic management facilitates local execution of our global strategies. However, we maintain global leaders for the majority of our critical business processes, and the most significant performance evaluations and resources allocations made by our chief operating decision-maker are made on a global basis. Accordingly, we have concluded that we have one reportable segment.

We have prepared the financial results for geographic information on a basis that is consistent with the manner in which management internally disaggregates information to assist in making internal operating decisions. We have allocated common expenses among these geographic regions differently than we would for stand-alone information prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany sales and transactions have been eliminated upon consolidation. Geographic operating income (loss) may not be consistent with measures used by other companies.

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Geographic information from continuing operations for the fiscal years ended June 30 was as follows (amounts in thousands):

	2008			2007			2006
Revenue from services
United States	$	152,894		$	159,843		$	166,228
United Kingdom		43,771			43,655			40,430
Canada		24,628			—			—
Other European countries		14,910			8,305			5,526
Asia		2,520			—			—
Total revenue from services	$	238,723		$	211,803		$	212,184
Operating income (loss)(1)
United States	$	(54,492	)	$	9,802		$	13,837
United Kingdom		(9,015	)		2,748			168
Canada		(7,366	)		—			—
Other European countries		(10,914	)		(14	)		125
Asia		(2,784	)		(219	)		(239	)
Total operating income (loss)	$	(84,571	)	$	12,317		$	13,891
Long-lived assets
United States	$	6,733		$	7,298		$	7,691
Canada		2,858			—			—
United Kingdom		1,812			2,261			1,822
Other European countries		340			343			183
Asia		210			—			1
Total long-lived assets	$	11,953		$	9,902		$	9,697
Deferred tax assets
United States	$	18,218		$	17,064		$	19,844
Canada		(3,191	)		—			—
United Kingdom		347			318			459
Other European countries		(844	)		(859	)		(564	)
Asia		—			—			—
Total deferred tax assets	$	14,530		$	16,523		$	19,739

(1) Operating loss for fiscal 2008 includes an $86,497 goodwill impairment charge. The charge was allocated to our geographic locations, specifically, $58,376 to the United States, $9,472 to the United Kingdom, $5,921 to Canada, $11,150 to other European countries, and $1,578 to Asia.

During fiscal 2008, 2007 and 2006, 64.0%, 75.5% and 78.3%, respectively, of our total consolidated revenue was derived from our U.S. operations. 36.0%, 24.5% and 21.7%, respectively, of our total consolidated revenue was derived from our non-U.S. operations, primarily in the U.K. and France during fiscal 2007 and 2006 and additionally in Canada, Germany, Hong Kong and Singapore during fiscal 2008.

Backlog

At June 30, 2008, we had a revenue backlog from continuing operations of approximately $66.8 million, as compared to a backlog of approximately $64.9 million from continuing operations at

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June 30, 2007. We estimate that substantially all of the backlog at June 30, 2008 will be recognized as revenue from services during the fiscal year ending June 30, 2009, based on our experience from prior years.

Employees

At June 30, 2008, we employed a total of 1,108 full-time individuals on a worldwide basis, 677 of which were employed in the United States. In addition, we employed 242 part-time and hourly individuals on a worldwide basis for data gathering and processing activities, 17 of which were employed in the United States. Casual employees of our operations outside of the United States are not included in the headcount numbers provided herein.

None of our employees are represented by a collective bargaining agreement. We have not experienced any work stoppages. We consider our relationship with our employees to be good.

Executive Officers of Harris Interactive

The following table sets forth the name, age and position of each of the persons who were serving as our executive officers as of September 12, 2008. These individuals have been appointed by and are serving at the pleasure of our board of directors. The table also includes information about James E. Fredrickson and Stephen Wallace, each of whom we consider to be significant employees.

Name	Age		Position
Gregory T. Novak		46	President and Chief Executive Officer
Bruce A. Anderson		51	President, Harris/Decima
David G. Bakken, PhD		58	Executive Vice President and Chief Scientist
Dennis K. Bhame		60	Executive Vice President, Human Resources
James E. Fredrickson		47	Executive Vice President, Global Research Operations and Information Technology
Richard W. Millard, PhD		50	President, U.S. Industry Research Groups
Eric W. Narowski		39	Principal Accounting Officer and Senior Vice President, Global Controller
Michelle F. O’Neill		45	President, U.S. Industry Research Groups
Ronald E. Salluzzo		57	Executive Vice President, Chief Financial Officer, Treasurer and Secretary
Stephan B. Sigaud		51	President, U.S. Solutions Research Groups
George H. Terhanian, PhD		44	President, Harris Interactive Europe and Global Internet Research
David B. Vaden		37	President, North America and Global Operations
Stephen Wallace		49	Chief Information Officer

Gregory T. Novak is our President and Chief Executive Officer, positions he has held since April 2004 and September 2005, respectively. He has been a director of the Company since September 2005. From May 2005 to September 2005, Mr. Novak served as our acting Chief Executive Officer and from April 2004 to September 2005, he served as our Chief Operating Officer. From July 2003 to March 2004, Mr. Novak served as our President, U.S. Operations and from July 2001 to June 2003, served as our Group President, Strategic Marketing Solutions and Business and Consulting. Prior to July 2001 and since joining us in June 1999, Mr. Novak served in progressively senior positions. Prior to joining us, Mr. Novak worked for Lightnin, a chemical process engineering and manufacturing company, most recently as Vice President, General Manager of Lightnin Americas.

Bruce A. Anderson is President, Harris/Decima, our Canadian subsidiary, a position he has held since our acquisition of Decima Research in August 2007. From October 2004 to August 2007, Mr. Anderson

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served as Chairman and Chief Executive Officer of Decima. Prior to joining Decima, Mr. Anderson was a Partner with the Earnscliffe Strategy Group, a consulting firm he co-founded in 1990.

David G. Bakken, Ph.D. is our Executive Vice President and Chief Scientist, a position he has held since March 2008. From March 2000 to March 2008, Dr. Bakken served as Senior Vice President, Marketing Science and Advanced Analytics. Prior to joining us in March 2000, Dr. Bakken served as a Vice President for Stratford Associates, providing consulting on market research for clients, and served our predecessor company, the Gordon S. Black Corporation. Dr. Bakken also held positions at Information Resources, Inc. and AT&T Inc.

Dennis K. Bhame is our Executive Vice President, Human Resources, a position he has held since joining us in April 2000. Prior to joining us, Mr. Bhame spent 16 years at Bausch & Lomb Inc. working in progressively senior positions, most recently as Vice President, Global Human Resources, Eyeware Division.

James E. Fredrickson is our Executive Vice President, Global Research Operations and Information Technology, a position he has held since February 2006. From May 2002 to February 2006, Mr. Fredrickson served as Senior Vice President, Research Operations. Prior to May 2002 and since joining us in 1987, Mr. Fredrickson has served in progressively senior positions.

Richard W. Millard, Ph.D. is our President, U.S. Industry Research Groups, a position he has held since April 2007. In this role, he oversees our Healthcare and Public Affairs and Policy research practices. From May 2007 to April 2008, he served as President of the Consumer Goods, Financial Services and Public Affairs and Policy research practices. From May 2006 to April 2007, Dr. Millard served as Senior Vice President in our Public Affairs and Policy research practice, and from June 2003 to May 2006, he served in this role in our Healthcare research practice. Prior to June 2003 and since joining us in January 2000, Dr. Millard served in progressively senior positions. Prior to joining us, Dr. Millard spent two years at Patient Infosystems, Inc. as Vice President of Clinical Affairs.

Eric W. Narowski is our Principal Accounting Officer and Senior Vice President, Global Controller, positions he has held since February 2006 and October 2007, respectively. From January 2000 to October 2007, he served as our Vice President, Corporate Controller. Mr. Narowski joined us in July 1997 as our Controller.

Michelle F. O’Neill is our President, U.S. Industry Research Groups, a position she has held since July 2006. In this role, she oversees our Emerging and General Markets research practice, as well as the Automotive and Transportation, Technology and Telecommunications and since April 2007, the Consumer Goods industry solutions groups. Prior to that, Ms. O’Neill served as Group President of our Emerging and General Markets research practice. From July 2001 to June 2004, Ms. O’Neill served as Senior Vice President and Business Leader of our Strategic Consulting research practice, the result of the integration of our 2001 acquisition of Yankelovich Partners, where she had served as a Partner.

Ronald E. Salluzzo is our Executive Vice President, Chief Financial Officer, Treasurer and Secretary, positions he has held since March 2006. Prior to joining us, from February 2005 to December 2005, Mr. Salluzzo served as the Chief Risk Officer for BearingPoint Inc., a provider of strategic consulting, application services, technology solutions and managed services to companies and government organizations. From January 1999 to February 2005, Mr. Salluzzo was the Executive Vice President in charge of BearingPoint’s State and Local Government and Education practice. Prior to joining BearingPoint, Mr. Salluzzo spent 27 years at KPMG LLP working in progressively senior positions, most recently as an Audit Partner and National Industry Leader for Higher Education.

Stephan B. Sigaud is our President, U.S. Solutions Research Groups, a position he has held since May 2008. In this role, he oversees our Brand and Communications Consulting, Loyalty, Product Solutions, and Qualitative Research practices. From March 2005 to May 2008, Mr. Sigaud served as President of our Customer Loyalty Management practice. Prior to joining us in March 2005, Mr. Sigaud was the Executive Vice President of Client Services at Find/SVP, a publicly-traded knowledge services

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company (now Guideline, Inc.), where he led all business research and consulting operations. Prior to Find/SVP, Mr. Sigaud was owner and President of IDSI, Inc., a consulting firm that specialized in customer satisfaction measurement services for large manufacturing companies.

George H. Terhanian, Ph.D is our President, Harris Interactive Europe and Global Internet Research, positions he has held since July 2003 and June 2002, respectively. He has also directed our online research activities since they began in 1997. Prior to joining us in 1996, Dr. Terhanian taught in elementary and secondary schools in the United States. He has also served an appointment as an American Educational Research Association Fellow at the National Center for Educational Statistics.

David B. Vaden is our President, North America and Global Operations, a position he has held since April 2007. From February 2006 to April 2007, Mr. Vaden served as our Executive Vice President, Chief Operations Officer. From January 2005 to February 2006, Mr. Vaden served as our Executive Vice President, Operations and Chief Strategy Officer. From January 2002 to January 2005, Mr. Vaden served as our Senior Vice President, Business Development and Internet Services. Mr. Vaden joined us in January 2000 as our Vice President, Finance. Prior to joining us, Mr. Vaden served as a Manager in the Audit and Business Advisory Services division at PricewaterhouseCoopers LLP.

Stephen Wallace is our Chief Information Officer, a position he has held since March 2008. Mr. Wallace joined us in October 2007 as Vice President, IT Operations. Prior to joining us, Mr. Wallace was an independent consultant from November 2006 to October 2007 working on, among other things, a Health Information Exchange, where he helped implement the technology necessary to securely exchange confidential patient health information between hospitals, labs and physician offices. From March 2000 to November 2006, Mr. Wallace served as Chief Information Officer at Constellation Brands, a Fortune 500 firm and a leading international producer and marketer of beverages. Prior to joining Constellation Brands, Mr. Wallace previously spent approximately 3 years at Xerox Corporation as their Vice President of Information Technology and Customer Administration.

Available Information

Information about our products and services, shareholder information, press releases and SEC filings can be found on our website at www.harrisinteractive.com. Through our website, we make available free of charge the documents and reports we file with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website (or the websites of our subsidiaries) does not constitute part of this Report on Form 10-K.

The public may also read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Item 1A.   Risk Factors

Risks Related to Our Business

Failure to maintain our brand reputation and recognition could impair our ability to remain competitive.

We believe that maintaining our good brand reputation and recognition is critical to attracting and expanding our current client base as well as attracting and retaining qualified employees. If our reputation and name are damaged through our participation in surveys involving controversial topics or if the results of our surveys are inaccurate or are misused or used out of context by one of our clients, we may become less competitive or lose market share.

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We have registered a number of our trademarks, including Harris Interactive and The Harris Poll. If we were prevented from using the Harris name, our brand recognition and business would likely suffer. We would have to make substantial financial expenditures to promote and rebuild our brand identity.

If we are unable to maintain adequate capacity and demographic composition of our existing Internet panel, or if we are required to spend substantial funds to do so, our business, financial condition and results of operations will suffer.

Our success is highly dependent on our ability to maintain sufficient capacity of our Internet panel and its specialty sub-panels. Our ability to do this may be harmed if we lose panel capacity or are unable to attract and maintain an adequate number of replacement panelists and specialty sub-panel members.

There are currently no industry or other benchmarks for determining the optimal size and composition of an Internet panel. Among other factors, panelist response rates vary with differing survey content, and the frequency with which panelists are willing to respond to survey invitations is variable. We constantly reassess our panel size and demographics as survey requests are made and, based upon availability of existing panelists to fulfill project requests, determine our need to recruit additional panelists. We are not always able to accommodate client requests to survey low-incidence, limited populations with specific demographic characteristics. If our need to recruit panelists or specialty sub-panel members increases significantly, our operating costs will rise.

In general, if the number of our active survey respondents significantly decreases, or the demographic composition of our Internet panel narrows, our ability to provide our clients with accurate and statistically projectable information would likely suffer. This risk is likely to increase as our business expands. Our business will be unable to grow and will suffer if we have an insufficient number of panelists to respond to our surveys, if our panel becomes unreliable due to reduced size or if it is no longer representative of the general population.

Our online panelists are not obligated to participate in our surveys and polls and there can be no assurance that they will continue to do so.

We use our HIpoints^tm, HIstakes^tm and instant results programs to provide incentives to encourage participation in our surveys and to maintain the capacity of our Internet panel. If these programs lose their effectiveness in the future, a reduction in capacity or responsiveness of the panel could result.

A breach of our Internet security measures, security concerns, or liability arising from the use of the personal information of our Internet panel, could adversely affect our business.

A failure in our security measures could result in the misappropriation of private data. As a result, we may be required to expend capital and other resources to protect against the threat of such security breaches or to alleviate problems caused by such breaches, which could have a material adverse effect on our business, financial condition and results of operations.

Internet security concerns could cause some online panelists to reduce their participation levels, provide inaccurate responses or end their membership in our Internet panel. This could harm our credibility with our current clients. If our clients become dissatisfied, they may stop using our products and services. In addition, dissatisfied and lost clients could damage our reputation. A loss of online panelists or a loss of clients would hurt our efforts to generate increased revenues and impair our ability to attract potential clients.

We could be subject to liability claims by our online panelists for any misuse of the demographic personal information. These claims could result in costly litigation. We could also incur additional costs

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and expenses if new regulations regarding the use of personal information are introduced or if our privacy practices are investigated by a governmental body.

We may be subject to liability for publishing or distributing content over the Internet.

We may be subject to claims relating to content that is published on or downloaded from our websites. We also could be subject to liability for content that is accessible from our website through links to other websites. For example, as part of our surveys panelists sometimes access, through our websites or linkages to client websites, content provided by our clients, such as advertising copy, that may be incomplete or contain inaccuracies. We also recruit panelists to participate in research sponsored and hosted by our clients on the client’s website, and we cannot completely control breaches of privacy policies, warranties, or other claims that may be made by those third parties. We may be accused of sending bulk unsolicited email and have our email blocked by one or more Internet service providers (“ISP’s”) and, therefore, be unable to conduct online data collection.

Although we carry general and professional liability insurance, our insurance may not cover potential liability claims for publishing or distributing content over the Internet, or may not be adequate to cover all costs incurred in defense of potential claims or to indemnify us for all liability that may be imposed. In addition, any claims of this type, with or without merit, would result in the diversion of our financial resources and management personnel.

Any failure in the performance of our Internet-based technology infrastructure could harm our business.

Because a greater proportion of our business than those of many of our competitors involves Internet-based data collection, our business may suffer a greater impact due to any Internet-related system failure. Any Internet-related system delays or failures, including network, software or hardware failures, that cause an interruption in our ability to communicate with our Internet panel, collect research data, or protect visual materials included in our surveys, could result in reduced revenue, could impair our reputation, and have a material adverse effect on our business, financial condition and results of operations.

Our systems and operations are vulnerable to damage or interruption from fire, earthquake, flooding, power loss, telecommunications failure, break-ins and similar events. The redundancy of our systems may not be adequate, as we depend upon third-party suppliers to protect our systems and operations from the events described above. We have experienced technical difficulties and downtime of individual components of our systems in the past, and we believe that technical difficulties and downtime may occur from time to time in the future. The impact of technical difficulties and downtime may be severe. We have developed, however have not fully implemented, a formal disaster recovery plan, and our business interruption insurance may not adequately compensate us for any losses that may occur due to failures in our systems.

Our servers and software must be able to accommodate a high volume of traffic. Any increase in demands on our servers beyond that which we currently anticipate will require us to fund the expansion and modification of our network infrastructure. If we were unable to add additional software and hardware to accommodate increased demand, unanticipated system disruptions and slower data collection would likely result.

Our Internet panel members communicate with us using various ISP’s. These providers have experienced significant outages in the past, from time to time may block certain communications, and in the future could experience outages, delays and other difficulties unrelated to our systems.

Major components of the Internet backbone itself could fail due to terrorist attack, war or natural disaster. Our business is particularly vulnerable to such failure because not only would we suffer the effects experienced by businesses in general, we would be unable to perform Internet surveys, which

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are the core of much of our business. Thus, we would have to find alternative means to conduct surveys or would be unable to effectively service the needs of many of our clients.

Failure or inability to protect our intellectual property could adversely affect our business.

Our success and ability to compete depends substantially on our internally-developed methodologies, technologies and trademarks, which we protect through a combination of patent, copyright, trade-secret and trademark laws. From time to time, we file trademark applications for certain of our products and services. Currently, we also have patents and patent applications pending for our method for conducting product configuration research over a computer-based network and our shelf impact process, and may apply for additional patents in the future. Our patent or trademark applications may not be approved, or if approved, our patents or trademarks may be successfully challenged by others or invalidated. We cannot guarantee that infringement or other claims will not be asserted or prosecuted against us in the future, whether resulting from our internally-developed intellectual property or licenses or content from third parties. Any future assertions or prosecutions could be time-consuming, result in costly litigation and diversion of technical and management personnel or require us to pay money damages, introduce new trademarks, develop non-infringing technology, or enter into royalty or licensing agreements. Any of those events could substantially increase our operating expenses and potentially reduce our expected revenues. Moreover, there can be no assurance that third parties will not independently develop functionally equivalent or superior methodologies and technologies.

We generally enter into confidentiality or license agreements with parties with whom we do business, and generally control access to, and distribution of, our technologies, documentation and other proprietary information. Despite our efforts to protect our proprietary rights from unauthorized use or disclosure, parties may attempt to disclose, obtain or use our technologies. The steps we have taken may not prevent misappropriation of our technologies, particularly in foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States.

We may seek to license technology to enhance our current technology infrastructure. We cannot be certain that any such licenses will be available on commercially reasonable terms or at all. The loss or lack of availability of any of these technology licenses could result in delays in providing our products and services until equivalent technology, if available, is identified, licensed and integrated.

Our international growth is dependent upon expansion of both our international Internet panel in key regions and our global footprint.

Components of our strategy are the extension of our Internet-based market research products and services to clients internationally, expansion of our Internet panel to include global online panelists and acquisitive expansion of our global footprint to provide us with a physical presence in markets where we currently do not have one. If worldwide Internet usage does not continue to grow, we may be unable to attract international online panelists to our Internet panel or international clients for our Internet-based market research and polling products and services. Our inability to attract panel members in key regions, such as Western Europe and Asia, would necessitate the use of more costly traditional market research methodologies to serve the needs of our clients who do business internationally. Our ability to grow internationally will be adversely affected to the extent that our international panel does not grow commensurately with demand of our international clients. The optimal size of our panel in specific countries is subject to the same uncertainty as is applicable to our existing panel in the United States. Additionally, our ability to grow internationally will also be adversely affected if we are unable to successfully complete acquisitions of market research companies in high-potential geographic markets where we currently do not have a physical presence.

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Our international growth will be adversely affected if the marketplace does not continue to convert to Internet-based market research and polling.

Although Internet-based research has achieved general acceptance in the United States, the success of our international business will depend in large part on our ability to continually develop and market Internet-based products and services that achieve broad market acceptance internationally. Our clients in the international markets we serve must continue to accept the Internet as an attractive replacement for traditional market research methodologies, such as direct mail, telephone-based surveys, mall intercepts, focus groups and in-person interviews. If our current and potential clients do not continue to accept our Internet-based methodologies as reliable and unbiased, our revenues may not meet expectations or may decline, and our business, financial condition and results of operations would likely suffer.

We rely on services provided by off-shore providers, the disruption of which could adversely impact our business.

We rely on off-shore providers in countries such as Canada, India and Costa Rica, to provide certain of our programming services, as well as telephone and Internet data collection. Political or economic instability in countries from which such support services are provided, or a significant increase in the costs of such services, could adversely affect our business. From time to time, laws and regulations are proposed in the United States that would restrict or limit the benefits of off-shore operations, and enactment of any such legal restrictions could harm our results of operations.

If we are unable to overcome other risks associated with global operations, we will be unable to conduct business effectively on a global level.

Because many of our larger competitors have global operations, we may be disadvantaged to the extent that we do not expand globally. Our international operations have either lost money or not added significantly to our net income in recent years. Our operational, technical, and financial systems and controls will have to continue to adapt to a more diversified geographic base of operations. Managing and sustaining our international growth, and ensuring its profitability, will place significant demands on management. If we are unable to manage our growth effectively, we may not be able to successfully implement our business plan at projected levels.

The following additional risks are inherent in doing business on a global level:

•  inability to comply with or enactment of more restrictive privacy laws,

•  changes in regulatory requirements,

•  currency exchange fluctuations,

•  problems in collecting accounts receivable and longer collection periods,

•  potentially adverse tax consequences,

•  issues related to repatriation of earnings of foreign subsidiaries,

•  political instability,

•  Internet access restrictions, and

•  anti-American sentiment or terrorist activity against American interests abroad.

We have little or no control over these risks. For example, we have encountered more restrictive privacy laws in connection with our business operations in Europe, which have inhibited our ability to develop our European Internet panel. As we increase our global operations in the future, we may experience some or all of these risks, which may have a material adverse effect on our business, financial condition and results of operations.

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We must continue to attract and retain highly skilled employees.

Our future success will depend, in part, on our ability to continue to attract, retain and motivate highly skilled technical, managerial, marketing, sales and client support personnel. Project managers with industry expertise are important to our ability to retain and expand our business. Intense competition for these personnel exists, and we may be unable to attract, integrate or retain the proper numbers of sufficiently qualified personnel that our business plan assumes. In the past, we have from time to time experienced difficulty hiring and retaining qualified employees. There are few, if any, educational institutions that provide specialized training related to market research. Therefore, employees must be recruited in competition with other industries and few of those who are recruited have direct or substantial experience with Internet-based research. In the past, competition for highly skilled employees has resulted in additional costs for recruitment, training, compensation and relocation or the provision of remote access to our facilities. We may continue in the future to experience difficulty in hiring and retaining employees with appropriate qualifications. To the extent that we are unable to hire and retain skilled employees in the future, our business, financial condition and results of operations would likely suffer.

Variations in our operating results may cause our stock price to fluctuate.

Our quarterly operating results have in the past, and may in the future, fluctuate significantly and we may incur losses in any given quarter. Our future results of operations may fall below the expectations of public market analysts and investors. If this happens, the price of our common stock would likely decline.

Factors that are outside of our control, and that have caused our results to fluctuate in the past or that may affect us in the future, include:

•  declines in general economic conditions or the budgets of our clients,

•  a general decline in the demand for market research and polling products and services,

•  seasonal decreases in the demand for market research and polling services,

•  development of equal or superior products and services by our competitors,

•  technical difficulties that cause general and long-term failure of the Internet, and

•  currency exchange fluctuations.

Factors that are partially within our control, and that have caused our results to fluctuate in the past or that may affect us in the future, include:

•  effective management of the professional services aspects of our business, including utilization and realization rates,

•  our ability to cost-effectively maintain the proper size and scope of our Internet panel necessary to develop and sell new products and services and generate expected revenues,

•  development of our own new, marketable products and services, and

•  costs associated with acquisitive and strategic activities.

The factors listed above may affect both our quarter-to-quarter operating results as well as our long-term success. Quarter-to-quarter comparisons of our results of operations or any other trend in our performance may not be reliable indicators of future results.

Anti-takeover provisions in our charter and applicable law could delay or prevent an acquisition of our company.

Our restated certificate of incorporation provides for the division of our board of directors into three classes, eliminates the right of stockholders to act by written consent without a meeting, and

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provides our board of directors with the power to issue shares of preferred stock without stockholder approval. The preferred stock could have voting, dividend, liquidation, and other rights established by the board of directors that are superior to those of our common stock.

Our board of directors also adopted a stockholder rights plan, pursuant to which we declared and paid a dividend of one right for each share of common stock outstanding as of March 29, 2005, and one right attaches to each share issued thereafter until a specified date. Unless redeemed by us prior to the time the rights are exercised, upon the occurrence of certain events, the rights will entitle the holders to receive upon exercise of each right shares of our preferred stock, or shares of an acquiring entity, having a value equal to the exercise price of the right divided by 50% of the then market price of our common stock. The issuance of the rights could have the effect of delaying or preventing a change in control of our company.

In addition, Section 203 of the Delaware General Corporation Law contains provisions that impose restrictions on stockholder action to acquire our company. The effect of these provisions of our certificate of incorporation and Delaware law could discourage or prevent third parties from seeking to obtain control of us, including transactions in which the holders of common stock might receive a premium for their shares over prevailing market prices.

Potential acquisitions of, or investments in, other companies may not be available and/or have a negative impact on our business.

We have in the past and may in the future acquire or make investments in complementary businesses, services, products or technologies. If we choose not to pursue acquisitions, are unable to identify suitable acquisition candidates or are unable to acquire them at reasonable prices and/or on reasonable terms, our rate of growth may slow.

If we choose to pursue acquisitions, some material risks we may face include:

•  difficulties in the harmonization and assimilation of the operations, technologies, products and personnel of the acquired business,

•  the diversion of management’s attention from other business concerns,

•  costs associated with acquisitions that are not concluded,

•  the availability of favorable acquisition financing, and

•  the potential loss of key employees and/or clients of any acquired business.

Acquisitions may require the use of significant amounts of cash, resulting in the inability to use those funds for other business purposes. Acquisitions using our capital stock could have a dilutive effect, and could adversely affect the market price of our common stock. Amortization of intangible assets would reduce our earnings, which in turn could negatively influence the price of our common stock. These difficulties could disrupt our ongoing business, distract our management and employees and increase our expenses.

Investments in development or acquisition of new products and services may impact our earnings.

The market research industry is highly competitive, and product and service offerings are susceptible to changes in the overall marketplace, such as changes in the ways individuals gather and use information, products, and services. Our profitability may be adversely impacted by significant investments we may choose to make in the development of new products and services to meet a changing marketplace.

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Risks Related to Our Industry

The market research industry is vulnerable to fluctuations in general economic conditions.

The market research industry tends to be adversely affected by slow or depressed business conditions in the market as a whole. Many of our clients treat all or a portion of their market research expenditures as discretionary. As general economic conditions decline and our clients seek to control variable costs, projects to be performed by us may be delayed or cancelled, and new bookings may slow. As a result, our growth and earnings may be adversely impacted.

We face competitive pressures within the market research and polling industry and from others who have the ability to collect data over the Internet.

The market research and polling industry includes many competitors, some of whom are much larger than we are or have specialized products and services we do not offer.

Consolidation within the industry has resulted and may continue to result in some of our competitors acquiring Internet data collection capabilities through mergers and acquisitions. Many other companies have, or are developing, large databases of individuals with whom they can communicate via the Internet. Such companies may themselves, or in arrangements with other market research firms, choose to provide competitive data collection services. As others increase their ability to offer Internet-based data collection services, and as our competitors develop alternative products, we may come under increasing pressures in selling and pricing our products and services.

No one client accounts for more than 10% of our revenues and most of our revenues are derived on a project by project basis. We must continuously replace completed work with new projects from both existing and new clients, and these competitive pressures may make it more difficult for us to do so and to sustain and grow our revenues.

Changes in government regulation could limit our Internet activities or result in additional costs of doing business on the Internet.

Any future legislation or regulations or the application of existing laws and regulations to the Internet could limit our effectiveness in conducting Internet-based market research and polling, and increase our operating expenses. For example:

•  A significant majority of U.S. state legislatures have enacted laws regulating the distribution of unsolicited email. Such laws could force changes in the manner in which we are able to recruit and communicate with panelists.

•  Our business may be restricted by the development of various U.S. federal and state “do not call” lists and other privacy regulations that permit consumers to protect themselves from unsolicited telemarketing telephone calls. In 2003, the Federal Trade Commission (“FTC”) amended its rules to establish a national “do not call” registry. Although “do not call” list regulations do not currently apply to market research phone calls, new legislation or regulation could eliminate the current market research exemption. If “do not call” list regulations become applicable to market research phone calls, our results of operations may be adversely affected by the loss of revenues from telephone-based market research.

•  The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM”) imposes a number of restrictions and requirements related to commercial communications over the Internet. CAN-SPAM also gives more legal ammunition for ISP’s to take spammers to court, allows the FTC to impose fines and gives state attorneys general the power to bring lawsuits. Any inability on our part to comply with CAN-SPAM and similar laws could add to our costs and force changes in the way in which we conduct business.

•  The U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes a number of restrictions and requirements designed to safeguard personal health information. As

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Healthcare is the largest industry group that we serve, from time to time, HIPAA could have the effect of increasing our costs and restricting our ability to gather and disseminate information, which could ultimately have a negative effect on our revenues.

•  Certain foreign countries in which we do business, such as China, censor or control our communication with our online panelists. Such limitations may hinder our ability to effectively conduct market research in a way that meets the needs of our clients.

•  A number of U.S. states have enacted or have pending legislation governing gifts from, and marketing by, pharmaceutical companies. Some of these laws require pharmaceutical companies to report physician payments, including cash incentives to physicians and other health care professionals for participating in market research surveys. Such laws may impact response rates for surveys conducted for pharmaceutical/health care companies who are seeking physician opinions.

In addition, the application of existing laws to the Internet could expose us to substantial liability for which we might not be indemnified by content providers or other third parties. Existing laws and regulations currently address, and new laws and regulations and industry self- regulatory initiatives are likely to address, a variety of issues, including, among others, the following:

•  email distribution,

•  user privacy and expression,

•  the rights and safety of children,

•  intellectual property,

•  information security,

•  anti-competitive practices,

•  the convergence of traditional channels with Internet commerce,

•  taxation and pricing, and

•  the characteristics and quality of products and services.

Those laws that do reference the Internet have limited interpretation by the courts and their applicability and scope are not well defined, particularly on an international basis. Any new laws or regulations relating to the Internet could adversely affect our business.

Changes in industry practices could limit our Internet activities.

Industry standards related to the Internet are still evolving. Moreover, some private entities have proposed their own standards for communications with, and use of information related to, individuals who use the Internet. ISP’s also have the ability to disrupt our communications with our panel. Although we believe that we maintain high standards for the recruitment of members into our database, communications with our panelists and use of information provided by our respondents, some ISP’s and/or self-appointed industry regulators may not agree. As a result, our communications with our panelists may be disrupted from time to time. In such instances, our ability to collect data using traditional market research methodologies may be adversely impacted by the continued decline in response rates to surveys conducted over the telephone.

If we do not continue to keep pace with rapid technological change within the market research and polling industry, we will not be able to successfully implement our business plan.

The markets for our products and services are highly competitive. Our competitors continue to improve their technology and methodologies as they gain more experience with the Internet. Our

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business may suffer over time if we fail to have, create or acquire equal or superior technologies and methodologies. Our ongoing success will depend on our continued ability to improve the performance features and reliability of our products and services. We may experience difficulties that could delay or prevent the successful development, introduction or marketing of new products and services. We could also incur substantial costs if we need to modify our services or infrastructure to adapt to these changes.

Item 1B.  Unresolved Staff Comments

None.

Item 2.   Properties

Our corporate headquarters and principal United States operating facility is located at 60 Corporate Woods, Rochester, New York, 14623, under an operating lease that expires in July 2015. In addition, we lease data collection centers to house our telephone interviewing centers in both Canada and the United Kingdom. We also lease service offices to house our project, administrative and processing staff in the following locations:

•  Rochester, New York;

•  New York, New York;

•  Princeton, New Jersey;

•  Norwalk, Connecticut;

•  Reston, Virginia;

•  Minneapolis, Minnesota;

•  Claremont, California;

•  Tampa, Florida;

•  Washington, District of Columbia;

•  Brentford, Hazel Grove and Maidenhead, United Kingdom;

•  Ottawa and Toronto, Ontario;

•  Montreal, Quebec;

•  Vancouver, British Columbia;

•  Paris, France;

•  Hamburg, Germany;

•  Hong Kong and Shanghai, China; and

•  Singapore.

We lease all of our facilities and believe our current facilities are adequate to meet our needs for the foreseeable future. We believe additional or alternative facilities can be leased to meet our future needs on commercially reasonable terms.

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Information concerning each of our material properties is as follows (amounts in thousands):

			Remaining
			Lease Obligation
Address	Location	Termination Date	June 30, 2008
70 Carlson Road	Rochester, New York	October 2008	$	82
1920 Association Drive	Reston, Virginia	April 2010		788
40-52 Watermans Park	Brentford, United Kingdom	June 2010		1,038
135 Corporate Woods	Rochester, New York	June 2010		673
Pepper Road	Hazel Grove, United Kingdom	July 2010		446
Vanwall Road	Maidenhead, United Kingdom	July 2010		415
BTC Beim Strohause 31	Hamburg, Germany	August 2010		492
5 Independence Way	Princeton, New Jersey	February 2011		2,071
161 Avenue of the Americas	New York, New York	April 2012		2,607
2345 Yonge Street	Toronto, Ontario	May 2012		865
101 Merritt 7	Norwalk, Connecticut	May 2015		1,310
60 Corporate Woods	Rochester, New York	July 2015		9,490
160 Elgin	Ottawa, Ontario	February 2016		3,483
1080 Beaver Hall Hill	Montreal, Quebec	April 2016		757

Item 3.   Legal Proceedings

In the normal course of business, we are at times subject to pending and threatened legal actions and proceedings. After reviewing with counsel pending and threatened actions and proceedings, management believes that the outcome of such actions or proceedings is not expected to have a material adverse effect on our business, financial condition or results of operations.

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

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2008.

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the Global Select Market (previously named the National Market System) of Nasdaq under the symbol “HPOL”. The following table shows, beginning on August 1, 2006, the high and low sales prices per share of our common stock on the Nasdaq exchange. For periods prior to August 1, 2006, the prices per share of our common stock reflect the high and low bid prices on the National Market System.

	Fiscal 2008				Fiscal 2007
	High		Low		High		Low
Quarter Ended:
June 30	$	2.80	$	1.80	$	6.50	$	4.93
March 31		4.33		2.15		6.11		4.67
December 31		4.77		3.86		6.85		4.63
September 30		5.55		3.67		6.26		4.95

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Holders

At September 2, 2008, our common stock was held by approximately 7,000 stockholders, reflecting stockholders of record or persons holding stock through nominee or street name accounts with brokers.

Dividends

We have never declared nor paid any cash dividends on our common stock. We currently anticipate that we will retain any future earnings for internal purposes, such as the maintenance and expansion of our operations, acquisitions and for repurchases of our common stock. Accordingly, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Issuer Purchases of Equity Securities

The following table shows our repurchases of our equity securities for the three months ended June 30, 2008 (in thousands, except share and per share amounts):

ISSUER PURCHASES OF EQUITY SECURITIES

					Total
					Number of		Approximate
					Shares		Dollar Value of
					Purchased		Shares That
					as Part of		May Yet Be
	Total Number		Average Price		Publicly		Purchased
	of Shares		Paid		Announced		Under the
Period	Purchased(1)		per Share		Program		Program
April 1, 2008 through April 30, 2008		—	$	—		—	$	—
May 1, 2008 through May 31, 2008		836		2.01		—		—
June 1, 2008 through June 30, 2008		70		2.51		—		—
Total		906	$	2.05		—	$	—

(1) Consists solely of shares repurchased from employees to satisfy statutory tax withholding requirements upon the vesting of restricted stock and subsequently retired.

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Performance Graph

The graph below matches the cumulative 5-year total return of holders of Harris Interactive Inc.’s common stock with the cumulative total returns of the NASDAQ Composite index, the S&P Smallcap 600 index and two customized peer groups of nine companies each, whose individual companies are listed in footnotes 1 and 2 below. During fiscal 2008, the Company changed its peer group because certain companies included are no-longer publicly traded companies and can no longer be included in the graph. In addition, the Company also reassesses the appropriateness of its peer group annually may add or delete companies accordingly. The graph assumes that the value of the investment in our common stock, in each index, and in each of the peer groups (including reinvestment of dividends) was $100 on June 30, 2003 and tracks it through June 30, 2008.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Harris Interactive Inc., The NASDAQ Composite Index,
The S&P Smallcap 600 Index, A New Peer Group And An Old Peer Group

	6/03		6/04		6/05		6/06		6/07		6/08
Harris Interactive Inc.	$	100.00	$	104.02	$	75.39	$	88.24	$	82.82	$	31.11
NASDAQ Composite		100.00		129.09		127.97		136.00		164.15		142.67
S&P Smallcap 600		100.00		135.25		153.44		174.81		202.85		173.09
New Peer Group		100.00		132.87		139.51		167.57		205.37		151.15
Old Peer Group		100.00		133.00		147.14		159.47		191.24		162.53

* $100 invested on 6/30/03 in stock & index-including reinvestment of dividends.Fiscal year ending June 30. Copyright^© 2008 S&P, a division of The McGraw -Hill Companies Inc. All rights reserved. Copyright ^© 2008 Dow Jones & Co. All rights reserved.

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.

(1) The nine companies included in the Company’s new peer group are: Greenfield Online Inc., National Research Corp., WPP Group plc, Taylor Nelson Sofres plc, Ipsos SA, GFK AG, Intage Inc., YouGov plc and Aegis Group plc.

(2) The nine companies included in the Company’s old peer group are: Arbitron Inc., Greenfield Online Inc., IMS Health Inc., National Research Corp., Taylor Nelson Sofres plc, Ipsos SA, GFK AG, Intage Inc. and Yougov plc.

The cumulative total shareholder return graph and accompanying information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C promulgated by the SEC or the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The cumulative total shareholder return graph and accompanying information shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent Harris Interactive specifically incorporates it by reference.

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Item 6.   Selected Financial Data

The following selected consolidated financial data of Harris Interactive should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes to those statements and other financial information appearing elsewhere in this Form 10-K. The selected consolidated financial data reported below includes the financial results of the following entities which we acquired as of the dates indicated: Decima (August 2007), Marketshare (August 2007), MediaTransfer (April 2007), Wirthlin (September 2004) and Novatris (March 2004). In addition, information reported for fiscal years 2004 through 2008 has been reclassified to reflect our Japanese and Rent and Recruit operations as discontinued operations for all periods presented.

	For the Years Ended June 30,
	2008			2007			2006			2005			2004
	(In thousands, except share and per share amounts)
Statement of Operations Data:
Revenue from services	$	238,723		$	211,803		$	212,184		$	193,635		$	138,482
Operating expenses:
Cost of services(1)		120,192			104,761			103,384			91,569			65,503
Sales and marketing(1)		23,979			21,151			20,540			20,366			11,915
General and administrative(1)		80,253			68,730			68,158			65,608			43,964
Depreciation and amortization		8,526			5,295			5,961			6,230			3,836
Gain on sale of assets		—			(788	)		—			—			—
Cost of reviewing strategic alternatives		1,584			—			—			—			—
Restructuring charges		2,263			337			250			1,132			—
Goodwill impairment charge		86,497			—			—			—			—
Total operating expenses		323,294			199,486			198,293			184,905			125,218
Operating income (loss)		(84,571	)		12,317			13,891			8,730			13,264
Interest and other income		1,119			2,246			1,534			742			637
Interest expense		(1,951	)		(290	)		(20	)		(150	)		(107	)
Income (loss) from continuing operations before income taxes		(85,403	)		14,273			15,405			9,322			13,794
Provision (benefit) for income taxes(2)		(661	)		5,319			6,205			4,978			(16,009	)
Income (loss) from continuing operations		(84,742	)		8,954			9,200			4,344			29,803
Income (loss) from discontinued operations, net of tax		124			122			260			(2,761	)		115
Net income (loss) available to holders of common stock	$	(84,618	)	$	9,076		$	9,460		$	1,583		$	29,918
Basic net income (loss) per share(*):
Continuing operations	$	(1.60	)	$	0.16		$	0.15		$	0.07		$	0.53
Discontinued operations		0.00			0.00			0.00			(0.05	)		0.00
Basic net income (loss) per share	$	(1.60	)	$	0.16		$	0.15		$	0.03		$	0.53
Diluted net income (loss) per share(*):
Continuing operations	$	(1.60	)	$	0.16		$	0.15		$	0.07		$	0.52
Discontinued operations		0.00			0.00			0.00			(0.05	)		0.00
Diluted net income (loss) per share	$	(1.60	)	$	0.16		$	0.15		$	0.03		$	0.52
Weighted-average shares outstanding — basic		52,861,354			56,133,355			61,511,031			60,264,152			56,099,330
Weighted-average shares outstanding — diluted		52,861,354			56,397,600			61,685,777			61,238,064			57,444,785

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	For the Years Ended June 30,
	2008		2007		2006		2005		2004
	(In thousands, except share and per share amounts)
Balance Sheet Data:
Cash and cash equivalents	$	32,874	$	28,911	$	11,465	$	13,118	$	12,511
Marketable securities	$	—	$	4,418	$	45,145	$	23,392	$	42,603
Working capital	$	32,489	$	22,046	$	62,026	$	46,426	$	70,416
Total assets	$	187,049	$	242,038	$	256,923	$	241,829	$	199,880
Short-term borrowings	$	—	$	19,625	$	—	$	—	$	—
Long-term borrowings	$	29,431	$	—	$	—	$	—	$	—
Total stockholders’ equity	$	98,636	$	172,356	$	203,644	$	194,164	$	167,298

(*)	Figures may not add due to rounding
(1)	Amounts for fiscal years 2004 and 2005 are not directly comparable to subsequent fiscal years, as a result of our adoption of SFAS No. 123(R) using the modified prospective method.
(2)	Fiscal year 2004 includes the effects of the reversal of prior year valuation allowances that had been recorded against certain deferred tax assets.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Fiscal 2008 was a challenging year on many fronts. The fiscal year began with our August 2007 acquisitions of Decima and Marketshare and positive organic revenue through the first five months. Subsequently, our performance was adversely impacted by:

•  Deteriorating macro-economic conditions in North America which caused declines in our bookings that led to revenue in the U.S. and Canada that fell below our expectations,

•  Spending freezes and cuts in the sectors of the pharmaceutical industry in which our business was concentrated, which required us to reposition our strategies, sales efforts and management, and

•  Decreased profitability driven by the revenue decline noted above, as we were unable to adjust our expenses quickly enough to align with our decreased revenue.

In response to the above, we took the following actions:

•  Restructured the Company to better align our direct cost structure with expected revenue, as described in more detail under “Restructuring”,

•  Replaced our U.S. Healthcare sales and business leadership,

•  Retained a performance improvement consulting firm to assist us, and

•  Continued our ongoing efforts to maximize the productivity of our professional staff and appropriately scale our selling, general and administrative costs to the expected needs of our business.

In addition to the restructuring charges noted above, we incurred $1.6 million in legal, accounting, banking and other costs in connection with a decision by our Board of Directors to investigate strategic alternatives available to the Company. After retaining an investment bank to assist with this process and considering the results of the investigations, the Board determined that it was in the best interest of our stockholders to discontinue the process and to focus the Company’s attention on operational improvement and growth. We have retained a performance improvement consulting firm to assist us in those efforts.

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Fiscal 2008 ended with mixed results, specifically:

•  Declines in revenue, operating margin and net income when compared with fiscal 2007, the causes of which are more fully described under “Results of Operations,”

•  Growth in European Internet revenue when compared with fiscal 2007, more fully described under “Results of Operations,”

•  Expanded global presence provided by our MediaTransfer, Decima and Marketshare acquisitions,

•  Continued generation of cash from our operations, which has allowed us to continue to pay down our outstanding debt,

•  A pre-tax, non-cash goodwill impairment charge of $86.5 million based on our annual goodwill impairment evaluation, performed in accordance with SFAS No. 142, which indicated that the fair value of the Company was less than the carrying value of our net assets at June 30, 2008.

While fiscal 2008 had a number of challenges, we believe that the actions we took during the fiscal year will position us for revenue and profit growth in fiscal 2009 and beyond.

Business Combinations

Decima Research

On August 16, 2007, we, along with 2144798 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (our wholly-owned, indirect subsidiary, “Canco”), and all of the stockholders of Decima Research Inc., a corporation amalgamated under the laws of Province of Ontario, Canada (“Decima”), entered into a Share Purchase Agreement dated August 16, 2007 pursuant to which Canco purchased 100% of the outstanding shares of Decima.

This acquisition has expanded our presence in the global research market, as according to ESOMAR, the Canadian market is the seventh largest in the world. Key sectors served by Decima included financial services, telecommunications, public affairs and tourism/recreation/gaming.

Marketshare

On August 16, 2007, Harris Interactive International Inc., our wholly-owned subsidiary (“HII”), Harris Interactive Asia Limited (HII’s Hong Kong wholly-owned subsidiary, “Harris Asia”), and all the stockholders of (i) Marketshare Limited, a company incorporated under the laws of Hong Kong (“Marketshare”), and (ii) Marketshare Pte Ltd, a company incorporated under the laws of Singapore (“Marketshare Pte”), entered into an Agreement Relating to the Sale and Purchase of the Entire Issued Share Capitals of Marketshare Limited and Marketshare Pte Ltd dated August 16, 2007, pursuant to which Harris Asia purchased 100% of the issued share capital of Marketshare and Marketshare Pte.

This acquisition has provided access into the rapidly growing Asia/Pacific market and can serve as a platform for continued acquisitive growth in the region. Key sectors served by Marketshare included retail, financial services, technology and travel/tourism.

MediaTransfer

Effective on April 1, 2007, pursuant to a Share Sale and Purchase Agreement dated March 30, 2007 by and among the Company, HII, and the stockholders of MediaTransfer, HII purchased 100% of the outstanding shares of MediaTransfer.

This acquisition has expanded our access into the European research market and enabled us to better serve our multinational clients. MediaTransfer had expertise in consumer goods, telecom, financial services and pharmaceutical research.

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These acquisitions were accounted for under the purchase method in accordance with SFAS No. 141, Business Combinations. Further financial information about business combinations is included in Note 3, “Business Combinations,” to our consolidated financial statements contained in this Form 10-K.

Goodwill Impairment Charge

At June 30, 2008, we performed the initial step of our impairment evaluation by comparing the fair market value of our single reporting unit, as determined using a discounted cash flow model, to its carrying value. As the carrying amount exceeded the fair value, we performed the second step of our impairment evaluation to calculate impairment and as a result, recorded a pre-tax goodwill impairment charge of $86.5 million. The primary reason for the impairment charge was the sustained decline of our stock price during the second half of fiscal 2008.

At March 31, 2008, we considered the decline in our stock price from January 2008 to March 2008. At that time, we concluded that the decline was short-term in nature and did not trigger a review for impairment outside of our annual June 30 impairment evaluation date.

At June 30, 2007 and 2006, based upon our annual evaluations, we determined that the fair value of our reporting unit exceeded the carrying amount, resulting in no impairment.

Restructuring

Fiscal 2008

During the fourth quarter of fiscal 2008, we took certain actions designed to align the cost structure of our U.K. operations with the evolving operational needs of that business. Specifically, we reduced headcount at our U.K. facilities by 18 full-time employees and incurred $0.5 in one-time termination benefits, all of which will involve cash payments. The reduction in staff was communicated to the affected employees in June 2008. All actions were completed by July 31, 2008 and we expect that the related cash payments will be completed by September 2008.

The U.K. restructuring described above follows separate actions we took at various times during the fourth quarter of fiscal 2008 to strategically reduce headcount at several of our U.S. facilities by a total of 24 full-time equivalents, as a result of which we incurred $0.5 million in one-time termination benefits, all of which involved cash payments. The reduction in staff was communicated to the affected employees in April 2008. Additionally, we took steps to reduce costs associated with our U.S. operations by reducing leased space at our Cincinnati, Ohio facility. We incurred $0.1 million in contract termination charges related to the remaining operating lease obligation, all of which involved cash payments. All actions associated with these headcount and leased space reductions were completed in April and May 2008, respectively, and we expect that the related cash payments will be completed by October 2008 and April 2009, respectively.

During the third quarter of fiscal 2008, we recorded $1.1 million in restructuring charges directly related to our decisions made at various times during the quarter to close our telephone center in Orem, Utah by March 2008, strategically reduce headcount, and reduce leased space at our Grandville, Michigan and Norwalk, Connecticut offices. Each decision was designed to better align our cost structure with the evolving operational needs of the business.

In connection with the Orem closure, we reduced our headcount by 26 full-time equivalents and incurred $0.2 million in one-time termination benefits. The reduction in staff was communicated to the affected employees in January 2008. Additionally, we incurred $0.1 million in contract termination charges related to the remaining operating lease obligation. All actions were completed by March 31, 2008 and involved cash payments, which were completed in August 2008.

An additional headcount reduction of 15 full-time equivalents occurred in February 2008 and resulted in $0.3 million in one-time termination benefits, all of which involved cash payments. The

31

reduction in staff was communicated to the affected employees in February 2008. All actions associated with this headcount reduction were completed in February 2008, and cash payments in connection with the one-time termination benefits will be completed by September 2008.

In connection with the leased space reductions in Grandville and Norwalk, we incurred $0.5 million in contract termination charges related to the remaining operating lease obligations, all of which involved cash payments. All actions associated with the space reductions were completed in March 2008. Cash payments in connection with the remaining lease obligations will be completed by April 2015.

As a result of the actions described above, we realized approximately $1.8 million in cash savings during fiscal 2008 and expect to realize approximately $5.8 million in cash savings during fiscal 2009.

Fiscal 2007

During the fourth quarter of fiscal 2007, we recorded $0.3 million in restructuring charges directly related to a facilities consolidation and headcount reduction, both designed to ensure the alignment of our cost structure with the operational needs of the business. We negotiated an amendment to the lease agreement for our Reston, Virginia office, terminating our lease with respect to a portion of our space in exchange for a payment of $0.2 million to the landlord, subject to conditions which have since been met. As a result of the amendment, our lease obligation over the remaining term of the lease was reduced by approximately $0.5 million from the initial lease, which when offset against the payment to the landlord for the space reduction noted above, will result in anticipated net savings of approximately $0.3 million over the remaining lease term.

We also reduced the staff of our U.S. operations by 6 full-time equivalents and incurred $0.1 million in severance charges, all of which involved cash payments. The reduction in staff was communicated to the affected employees during the fourth quarter of fiscal 2007. All actions in the plan were completed by June 30, 2007. Cash payments in connection with the plan were completed in December 2007.

As a result of the actions described above, we realized cash savings of approximately $0.8 million in fiscal 2008, consistent with our savings expectation at the time that these actions were taken.

Fiscal 2006

During the fourth quarter of fiscal 2006, we recorded $0.3 million in restructuring charges directly related to certain actions designed to align the cost structure of our U.K. operations with the operational needs of that business. Management developed a formal plan that included closing two facilities in Macclesfield and Stockport and consolidating those operations into our Hazel Grove location. This consolidation was completed by June 30, 2006 at a cost of less than $0.1 million, the majority of which represented future cash payments on the remaining lease commitment for the Macclesfield facility. Additionally, we classified the Stockport facility and the related property, plant and equipment as assets held for sale in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. On December 29, 2006, we completed the sale of the Stockport facility and the related property, plant and equipment for total cash consideration of $1.3 million, which resulted in a gain of $0.4 million. The gain was recorded under “Gain on sale of assets” in our consolidated statement of operations for the fiscal year ended June 30, 2007.

In connection with the facilities consolidation discussed above, we also reduced the staff of the affected operations by 15 full-time equivalents and incurred $0.2 million in severance charges, all of which will involve cash payments. The reduction in staff was communicated to the affected employees during the fourth quarter of fiscal 2006. All actions in the plan were completed by June 30, 2006. Cash payments in connection with the plan were completed in August 2007.

As a result of the actions described above, we realized cash savings of approximately $0.4 million in fiscal 2007.

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The following table summarizes activity with respect to the reserves for the restructuring plans and activities described above (amounts in thousands):

	Balance,													Balance,
	July 1,		Costs					Cash			Non-Cash			June 30,
	2007		Incurred		Reversals			Payments			Settlements			2008
Fiscal 2008 Activities
Severance payments	$	—	$	1,556	$	(65	)	$	(821	)	$	—		$	670
Lease commitments		—		771		—			(169	)		(32	)		570
Remaining reserve	$	—	$	2,327	$	(65	)	$	(990	)	$	(32	)	$	1,240
Fiscal 2007 Plan
Severance payments	$	62	$	—	$	—		$	(62	)	$	—		$	—
Lease commitments		—		—		—			—			—			—
Remaining reserve	$	62	$	—	$	—		$	(62	)	$	—		$	—
Fiscal 2006 Plan
Severance payments	$	—	$	—	$	—		$	—		$	—		$	—
Lease commitments		25		—		—			(25	)		—			—
Remaining reserve	$	25	$	—	$	—		$	(25	)	$	—		$	—
Total of all restructuring plans and activities	$	87	$	2,327	$	(65	)	$	(1,077	)	$	(32	)	$	1,240

Further financial information about our restructuring plans and activities is included in Note 4, “Restructuring Charges,” to our consolidated financial statements contained in this Form 10-K.

Discontinued Operations

During the fourth quarter of fiscal 2007, we committed to a plan to sell our Rent and Recruit business. Based upon our review and assessment of Rent and Recruit’s net assets, the book values of its remaining net assets approximated their estimated fair value.

We classified Rent and Recruit as a discontinued operation, consistent with the provisions of SFAS No. 144. At June 30, 2007, we were in the process of identifying potential buyers or other interested parties and discussing a possible transaction with them. On August 23, 2007, the sale of Rent and Recruit was completed.

The results of operations, net of taxes, and the carrying value of the assets and liabilities of Rent and Recruit are reflected in the accompanying consolidated financial statements as discontinued operations, assets held for sale and liabilities held for sale, respectively. All prior periods presented were reclassified to conform to this presentation. These reclassifications of the prior period consolidated financial statements did not impact total assets, liabilities, stockholders’ equity, net income or cash flows.

Further financial information regarding discontinued operations is included in Note 5, “Discontinued Operations,” to our consolidated financial statements contained in this Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported therein. The most significant of these areas involving difficult or complex judgments made by management with respect to the preparation of our financial statements in fiscal 2008 include:

•  Revenue recognition,

33

•  Impairment of goodwill and other intangible assets,

•  Income taxes,

•  Stock-based compensation,

•  HIpoints loyalty program, and

•  Contingencies and other accruals.

In each situation, management is required to make estimates about the effects of matters or future events that are inherently uncertain.

Revenue Recognition

We recognize revenue from services on a proportional performance basis. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance. The primary input of all work performed under these arrangements is labor. As a result of the relationship between labor and cost, there is normally a direct relationship between the costs incurred and the proportion of the contract performed to date. Costs incurred as an initial proportion of expected total costs is used as an initial proportional performance measure. This indicative proportional performance measure is always subsequently validated against more subjective criteria (i.e. relevant output measures) such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measures take precedence since these are output measures.

Clients are obligated to pay based upon services performed, and in the event that a client cancels the contract, the client is responsible for payment for services performed through the date of cancellation. Losses expected to be incurred, if any, on jobs in progress are charged to income as soon as it becomes probable that such losses will occur. Invoices to clients in the ordinary course are generated based upon the achievement of specific events, as defined by each contract, including deliverables, timetables, and incurrence of certain costs. Such events may not be directly related to the performance of services. Revenues earned on contracts in progress in excess of billings are classified as unbilled receivables. Amounts billed in excess of revenues earned are classified as deferred revenue.

Revisions to estimated costs and differences between actual contract losses and estimated contract losses would affect both the timing of revenue allocated and the results of our operations.

Impairment of Goodwill and Other Intangible Assets

SFAS No. 142, Goodwill and Other Intangible Assets, requires us to test goodwill for impairment on an annual basis and between annual tests in certain circumstances, and to write down goodwill and non-amortizable intangible assets when impaired. The evaluation of other intangible assets is performed on a periodic basis. These assessments require us to estimate the fair market value of our reporting unit. If we determine that the fair value of our reporting unit is less than its carrying amount, absent other facts to the contrary, we must recognize an impairment charge for the associated goodwill of the reporting unit against earnings in our consolidated financial statements. As we have one reportable segment, we utilize the entity-wide approach for assessing goodwill.

Goodwill is evaluated for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger a review for impairment include the following:

•  Significant under-performance relative to historical or projected future operating results;

•  Significant changes in the manner of our use of acquired assets or the strategy for our overall business;

34

•  Significant negative industry or economic trends;

•  Significant decline in our stock price for a sustained period; and

•  Our market capitalization relative to net book value.

Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the reporting unit and the effects of changes in circumstances affecting this valuation, both the precision and reliability of the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our estimates.

Goodwill is evaluated for impairment using the two-step process as prescribed in SFAS No. 142. The first step is to compare the fair value of the reporting unit to its carrying amount. If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment. Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. To determine fair value for our reporting unit, we use the fair value of the cash flows that the reporting unit can be expected to generate in the future. This valuation method requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multiyear period, as well as determine the weighted average cost of capital to be used as a discount rate. Significant management judgment is involved in preparing these estimates. Changes in projections or estimates could significantly change the estimated fair value of the reporting unit and affect the recorded balance of goodwill. In addition, if management uses different assumptions or estimates in the future or if conditions exist in future periods that are different than those anticipated, future operating results and the balance of goodwill in the future could be affected by impairment charges.

Income Taxes

We account for income taxes using the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes. Under SFAS No. 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to operating loss carryforwards and differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases for operating profit and tax liability carryforward.

SFAS No. 109 requires the establishment of a valuation allowance to reflect the likelihood of the realization of deferred tax assets. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We evaluate the weight of the available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The decision to record a valuation allowance requires varying degrees of judgment based upon the nature of the item giving rise to the deferred tax asset. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is at least reasonably possible that changes in these estimates in the near term could materially affect our financial condition and results of operations.

On July 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe we have adequately provided for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will impact our provision for

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income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties.

Stock-Based Compensation

On July 1, 2005, we adopted SFAS No. 123(R), Share-Based Payment, which requires the recognition of compensation expense for all share-based payments made to employees based on the fair value of the share-based payment on the date of grant. We elected to use the modified prospective approach for adoption, which requires that compensation expense be recorded for the unvested portion of previously issued awards that remain outstanding at July 1, 2005 using the same estimate of the grant date fair value and the same attribution method used to determine the pro forma disclosure under SFAS No. 123, Accounting for Stock-Based Compensation.

For share-based payments granted subsequent to July 1, 2005, compensation expense based on the grant date fair value is recognized in the Consolidated Statements of Operations over the requisite service period. In determining the fair value of stock options, we use the Black-Scholes option pricing model, which employs the following assumptions:

•  Expected volatility — based on historical volatilities from daily share price observations for our stock covering a period commensurate with the expected term of the options granted.

•  Expected life of the option — based on the vesting terms of the respective option and a contractual life of ten years, calculated using the “simplified method” as allowed by Staff Accounting Bulletin No. 110, Share-Based Payment.

•  Risk-free rate — based on the implied yield available at the time the options were granted on U.S. Treasury zero coupon issues with a remaining term equal to the expected life of the option when granted.

•  Dividend yield — based on our historical practice of electing not to pay dividends to our shareholders.

Expected volatility and the expected life of the options granted, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model, involve management’s best estimates at that time. The weighted-average assumptions used to value options during the fiscal years ended June 30, 2006, 2007 and 2008, respectively, are set forth in Note 13, “Stock-Based Compensation,” to our consolidated financial statements contained in this Form 10-K. The fair value of our restricted stock awards is based on the price per share of our common stock on the date of grant. We grant options to purchase our stock at fair value as of the date of grant.

SFAS No. 123(R) also requires that we recognize compensation expense for only the portion of options or restricted shares that are expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior and the vesting period of the respective stock options or restricted shares. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods.

HIpoints Loyalty Program

In July 2001, we initiated HIpoints, a loyalty program designed to reward respondents who register for our online panel, complete online surveys and refer others to join our online panel. The earned points are non-transferable and may be redeemed for gifts from a specific product folio at any time prior to expiration. We maintain a reserve for our obligations with respect to future redemption of outstanding points based on the expected redemption rate of the points. This expected redemption rate is based on our actual redemption rates since the inception of the program. An actual redemption rate that differs from the expected redemption rate could have a material impact on our results of operations.

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Prior to December 2007, points under the HIpoints program expired after one year of account inactivity. In December 2007, we modified the expiration parameters of the program such that points now expire after nine months of account inactivity and tightened the rules around expirations to more accurately account for panelists that are not truly engaged in the program. These changes resulted in an approximately $0.8 million reduction in our reserve for obligations with respect to future redemption of outstanding points during the three months ended December 31, 2007, which was recorded in the “Cost of services” line item of our consolidated statement of operations.

Contingencies and Other Accruals

From time to time, we record accruals for severance costs both in connection with formal restructuring programs and in the normal course, lease costs associated with excess facilities, contract terminations and asset impairments as a result of actions we undertake to streamline our organization, reposition certain businesses and reduce ongoing costs. Estimates of costs to be incurred to complete these actions, such as future lease payments, sublease income, the fair value of assets, and severance and related benefits, are based on assumptions at the time the actions are initiated. To the extent actual costs differ from those estimates, reserve levels may need to be adjusted. In addition, these actions may be revised due to changes in business conditions that we did not foresee at the time such plans were approved. Additionally, we record accruals for estimated incentive compensation costs during each year. Amounts accrued at the end of each reporting period are based on our estimates and may require adjustment as the ultimate amount paid for these incentives are sometimes not finally determinable until the completion of our fiscal year end closing process.

Explanation of Key Financial Statement Captions

Revenue from Services

We recognize revenue from services on a proportional performance basis. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance. The primary input of all work performed under these arrangements is labor. As a result of the relationship between labor and cost, there is normally a direct relationship between the costs incurred and the proportion of the contract performed to date. Costs incurred as an initial proportion of expected total costs is used as an initial proportional performance measure. This indicative proportional performance measure is always subsequently validated against more subjective criteria (i.e. relevant output measures) such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measures take precedence since these are output measures.

Our revenue from services is derived principally from the following:

•  Custom Research — including, but not limited to, customer satisfaction surveys, market share studies, new product introduction studies, brand recognition studies, reputation studies and ad concept testing.

•  Tracking Studies — studies that regularly ask identical questions to similar demographic groups within a constant interval (once a month; once a quarter, etc.) to feed business decision-makers with dynamic data and intelligence.

•  Service-Bureau Research — HISB provides Internet-based data collection services for other market research firms.

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Cost of Services

Our direct costs associated with generating revenues principally consist of the following items:

•  Project Personnel — Project personnel have four distinct roles: project management, survey design, data collection and analysis. We maintain project personnel in North America, Europe, and Asia. Labor costs are specifically allocated to the projects they relate to. We utilize an automated timekeeping system, which tracks the time of project personnel as incurred for each specific revenue-generating project.

•  Panelist Incentives — Our panelists receive both cash and non-cash incentives (through programs such as our HIpoints loyalty program) for participating in our surveys. We award cash incentives to our panelists for participating in surveys, which are earned when we receive a timely survey response. Non-cash incentives in the form of points are awarded to market survey respondents who register for our online panel, complete online surveys and refer others to join our online panel. The earned points are non-transferable and may be redeemed for gifts from a specific product folio at any time prior to their expiration.

•  Data Processing — We manage the processing of survey data using our own employees. We also engage third-party suppliers to perform data processing on an as-needed basis.

•  Other Direct Costs — Other direct costs include direct purchases, principally labor and materials, related to data collection and analysis, and the amortization of software developed for internal use.

Sales and Marketing

We employ sales and marketing professionals to support the sales and marketing of our traditional and Internet-based market research services. Our sales professionals are compensated based upon the delivery of projects and recognition of revenue on those projects. Commissions are accrued based upon the delivery of completed projects to our clients. Additionally, our sales professionals are supported by a staff of marketing professionals who design product pricing and promotional strategies. Furthermore, labor costs for project personnel during periods when they are not working on specific revenue-generating projects but instead, are participating in our selling efforts, are also included in sales and marketing expenses.

General and Administrative

We employ staff in the areas of finance, human resources, information technology and executive management. Additionally, general and administrative expenses include the labor costs for project personnel when they are not working on specific revenue-generating projects or are not participating in our selling efforts.

Provision for Income Taxes

The provision for income taxes includes current and deferred income taxes. Furthermore, deferred tax assets are recognized for the expected realization of available net operating loss carryforwards. A valuation allowance is recorded when it is necessary to reduce a deferred tax asset to an amount that we expect to realize in the future. We continually review the adequacy of our valuation allowance and adjust it based on whether or not our assessment indicates that it is more likely than not that these benefits will be realized.

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Results of Operations

The following table sets forth the results of our continuing operations, expressed both as a dollar amount and as a percentage of revenue from services, for the fiscal years ended June 30:

	2008			%			2007			%			2006			%
Revenue from services	$	238,723			100.0	%	$	211,803			100.0	%	$	212,184			100.0	%
Operating expenses:
Cost of services		120,192			50.3			104,761			49.5			103,384			48.7
Sales and marketing		23,979			10.0			21,151			10.0			20,540			9.7
General and administrative		80,253			33.6			68,730			32.4			68,158			32.1
Depreciation and amortization		8,526			3.6			5,295			2.5			5,961			2.8
Gain on sale of assets		—			—			(788	)		(0.4	)		—			—
Cost of reviewing strategic alternatives		1,584			0.7			—			—			—			—
Restructuring charges		2,263			0.9			337			0.2			250			0.1
Goodwill impairment charge		86,497			36.2			—			—			—			—
Operating income (loss)		(84,571	)		(35.4	)		12,317			5.8			13,891			6.5
Interest and other income		1,119			0.5			2,246			1.1			1,534			0.7
Interest expense		(1,951	)		(0.9	)		(290	)		(0.1	)		(20	)		(0.0	)
Income (loss) from continuing operations before taxes		(85,403	)		(35.8	)		14,273			6.7			15,405			7.3
Provision (benefit) for income taxes		(661	)		(0.3	)		5,319			2.5			6,205			2.9
Income (loss) from continuing operations		(84,742	)		(35.5	)		8,954			4.2			9,200			4.3
Income from discontinued operations, net of tax		124			0.1			122			0.1			260			0.1
Net income (loss)	$	(84,618	)		(35.4	)	$	9,076			4.3		$	9,460			4.5

The results of continuing operations as presented and discussed herein do not include the results of our discontinued Rent and Recruit business.

Fiscal Year Ended June 30, 2008 Versus Fiscal Year Ended June 30, 2007

Revenue from services.  Revenue from services increased by $26.9 million to $238.7 million for fiscal 2008, an increase of 12.7% over fiscal 2007. Revenue from services was impacted by several factors, as more fully described below.

North American revenue increased by $17.7 million to $177.5 million for fiscal 2008, an increase of 11.1% over fiscal 2007. For fiscal 2008, North American revenue was comprised of:

•  $152.9 million from U.S. operations, down 4.3% compared with $159.8 million for fiscal 2007. The decrease in U.S. revenue was impacted by revenue declines in the following industry groups:

•  Healthcare, as a result of budget cuts in the pharmaceutical industry as well as the internal management issues noted above, and

•  Emerging and General Markets, as a result of this group’s transition to new sales leadership during the fiscal year.

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•  $24.6 million from Canadian operations, all of which was attributable to our August 2007 acquisition of Decima.

European revenue increased by $6.7 million to $58.7 million for fiscal 2008, an increase of 12.9% over fiscal 2007. For fiscal 2008, European revenue was comprised of:

•  $43.8 million from our U.K. operations, essentially flat when compared with $43.7 million for fiscal 2007, and

•  $14.9 million from our French and German operations, compared with $8.3 million from those operations for fiscal 2007. The increase in revenue from these operations was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $5.3 million in incremental revenue in fiscal 2008.

European revenue for fiscal 2008 included a favorable impact of $2.5 million as a result of foreign exchange rate differences and the depreciation of the U.S. Dollar against the British Pound and the Euro.

Revenue from Internet-based services was $150.8 million or 63.1% of total revenue for fiscal 2008, compared with $128.2 million or 60.5% of total revenue for fiscal 2007. On a geographic basis:

•  North American Internet-based revenue was $116.5 million or 65.6% of total North American revenue for fiscal 2008, compared with $110.6 million or 69.2% of total North American revenue for fiscal 2007. North American Internet-based revenue was comprised of the following:

•  U.S. Internet-based revenue of $111.5 million or 72.9% of total U.S. revenue for fiscal 2008, compared with $110.6 million or 69.2% of total U.S. revenue for fiscal 2007. The increases from the same prior year period in U.S. Internet-based revenue, both as a dollar amount and as a percentage of total U.S. revenue, are primarily due to our focus on winning larger tracking studies which can be performed online.

•  Canadian Internet-based revenue of $5.1 million or 20.5% of total Canadian revenue for fiscal 2008, all attributable to our August 2007 acquisition of Decima. We will continue to focus on growing Internet-based revenue in our Canadian operations during fiscal 2009 and beyond.

•  European Internet-based revenue was $34.2 million or 58.2% of total European revenue for fiscal 2008, compared with $17.6 million or 33.9% of total European revenue for fiscal 2007. European Internet-based revenue was comprised of the following:

•  U.K. Internet-based revenue of $20.8 million or 47.4% of total U.K. revenue for fiscal 2008, compared with $10.1 million or 23.2% of total U.K. revenue for fiscal 2007. The increase in U.K. Internet-based revenue was driven by our continued emphasis on marketing and selling Internet-based research, as well as the ongoing transition to Internet-based research throughout Europe.

•  French and German Internet-based revenue of $13.4 million or 89.9% of total French and German revenue for fiscal 2008, compared with $7.5 million or 90.0% of total French and German revenue for fiscal 2007. The increase in French and German Internet-based revenue was principally the result of our April 2007 acquisition of MediaTransfer, which contributed $4.7 million in incremental Internet-based revenue in fiscal 2008.

Cost of services.  Cost of services was $120.2 million or 50.3% of total revenue for fiscal 2008, compared with $104.8 million or 49.5% of total revenue for fiscal 2007. Cost of services was principally impacted by the mix of projects during fiscal 2008 when compared with fiscal 2007, as well as the increase in revenue from services discussed above. Additionally, cost of services was favorably impacted by the $0.8 million reduction in our reserve for obligations with respect to future redemption of outstanding points under our HIpoints program discussed above. We expect that the changes made to the program will provide additional ongoing savings.

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Sales and marketing.  Sales and marketing expense was $24.0 million or 10.0% of total revenue for fiscal 2008, compared with $21.2 million or 10.0% of total revenue for fiscal 2007. The increase in sales and marketing expense was principally due to:

•  $2.0 million in incremental sales and marketing expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions; and

•  $0.8 million in incremental expense as a result of an increase in the time spent by our sales and professional staff on selling and proposal generation.

Sales and marketing expense includes labor costs for project personnel during periods when they are not working on specific revenue-generating projects but instead are participating in our selling efforts.

General and administrative.  General and administrative expense increased to $80.3 million or 33.6% of total revenue for fiscal 2008, compared with $68.7 million or 32.4% of total revenue for fiscal 2007. General and administrative expense was principally impacted by the following:

•  $11.5 million in incremental general and administrative expenses attributable to our MediaTransfer, Decima and Marketshare acquisitions; and

•  $0.8 million in severance charges related to the retirement of Leonard R. Bayer, our former Executive Vice President, Chief Scientist and Chief Technology Officer, which was effective March 31, 2008.

General and administrative expense includes the labor costs for project personnel when they are neither working on specific revenue-generating projects nor participating in our selling efforts.

Depreciation and amortization.  Depreciation and amortization was $8.5 million or 3.6% of total revenue for fiscal 2008, compared with $5.3 million or 2.5% of total revenue for fiscal 2007. The increase in depreciation and amortization was principally the result of $3.0 million in incremental depreciation and amortization expense attributable to our MediaTransfer, Decima and Marketshare acquisitions.

Gain on sale of assets.  There were no gains on the sale of assets for fiscal 2008. Gain on sale of assets during fiscal 2007 consisted of a $0.4 million gain realized on the December 2006 sale of our Stockport facility, along with $0.4 million in net proceeds from the June 2007 sale of two internally developed patents.

Cost of reviewing strategic alternatives.  See above under “Overview” for further discussion of costs incurred to review strategic alternatives during fiscal 2008.

Restructuring charges.  See above under “Restructuring” for further discussion of restructuring charges incurred during fiscal 2008 and 2007.

Goodwill impairment charge.  See above under “Goodwill Impairment Charge” for further discussion of the goodwill impairment charge incurred during fiscal 2008.

Interest and other income.  Interest and other income was $1.1 million or 0.5% of total revenue for fiscal 2008, compared with $2.2 million or 1.1% of total revenue for fiscal 2007. The decrease in interest and other income was due to a decrease in the average balance of cash and marketable securities for fiscal 2008 when compared with fiscal 2007.

Interest expense.  Interest expense was $2.0 million or 0.9% of total revenue for fiscal 2008, compared with $0.3 million or 0.1% of total revenue for fiscal 2007. The increase in interest expense was the result of our outstanding debt in fiscal 2008 compared with fiscal 2007, during which we did not have any outstanding debt for the first nine months of the fiscal year. The debt incurred was used to fund a portion of the consideration for our MediaTransfer acquisition in fiscal 2007, and our Decima and Marketshare acquisitions in fiscal 2008.

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Income taxes.  We recorded an income tax benefit for continuing operations of $0.7 million for fiscal 2008, compared with an income tax provision of $5.3 million for fiscal 2007. This was principally impacted by a $2.4 million tax charge which resulted from the goodwill impairment charge discussed above, which was largely non deductible for tax purposes. For further explanation of our actual tax rate for fiscal 2008 compared with our U.S. statutory rate, see Note 15, “Income Taxes,” to our consolidated financial statements contained in this Form 10-K.

In the future, our effective tax rate may be impacted by several factors including, but not limited to, changes in our legal entity structure, expansion of our global footprint and the nature of future investment decisions.

Fiscal Year Ended June 30, 2007 Versus Fiscal Year Ended June 30, 2006

Revenue from services.  Total revenue decreased by $0.4 million to $211.8 million for fiscal 2007, a decrease of 0.2% over fiscal 2006. This decrease in total revenue was due to the factors described below.

U.S. revenue decreased by $6.4 million to $159.8 million for fiscal 2007, a decrease of 3.8% over fiscal 2006. This decrease in U.S. revenue was principally driven by revenue declines in the following research groups:

•  Healthcare, as a result of internal restructuring at certain of this group’s clients, as well as certain industry challenges, including continued consolidation and realignment within the Healthcare industry,

•  Technology and Telecom, as a result of sales force turnover within this group, which necessitated the rebuilding of the group’s sales team throughout fiscal 2007, and

•  Loyalty, as a result of our decision at the end of fiscal 2006 not to bid on a significant, recurring client tracking study because of its low profit margins, offset in part by winning a new tracking study at an existing client and reformulating the group’s service offerings to better meet customer requirements.

Offsetting the decrease in U.S. revenue as noted above were revenue increases in the following research groups:

•  Marketing and Communications Research, as a result of winning new tracking studies with new and existing clients,

•  Public Affairs and Policy, as a result of realigning this group’s sales resources with the objectives of its business, and

•  Emerging and General Markets, as a result of consistent efforts on the part of this group’s sales resources to grow its client base.

European revenue increased by $6.0 million to $52.0 million for fiscal 2007, an increase of 13.1% over fiscal 2006. European revenue increased primarily due to:

•  a favorable impact of $4.1 million as a result of foreign exchange rate differences and the depreciation of the U.S. Dollar against the British Pound and the Euro,

•  our acquisition of MediaTransfer in April 2007, which contributed $1.4 million in revenue during the fourth fiscal quarter, and

•  our concerted efforts toward stabilizing and growing our European operations.

Revenue from Internet-based services was $128.2 million or 60.5% of total revenue for fiscal 2007, compared with $125.4 million or 59.1% of total revenue for fiscal 2006. On a geographic basis:

•  U.S. Internet-based revenue decreased to $110.6 million or 69.2% of total U.S. revenue for fiscal 2007, compared with $112.2 million or 67.5% of total U.S. revenue for fiscal 2006.

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•  European Internet-based revenue increased to $17.6 million or 33.9% of total European revenue for fiscal 2007, compared with $13.2 million or 28.7% of total European revenue for fiscal 2006.

While U.S. Internet-based revenue increased as a percentage of total U.S. revenue for fiscal 2007, it declined in total, consistent with the decline in total U.S. revenue noted above. The growth in European Internet-based revenue for fiscal 2007 was the result of our focus on training our European sales force on promoting the benefits of Internet-based data collection to their clients, and our April 2007 acquisition of MediaTransfer, which contributed $1.3 million in Internet-based revenue during the fourth quarter of fiscal 2007.

Cost of services.  Cost of services increased to $104.8 million or 49.5% of total revenue for fiscal 2007, compared with $103.4 million or 48.7% of total revenue for fiscal 2006. Cost of services was principally impacted by increased utilization rates for professional staff during fiscal 2007 when compared with fiscal 2006.

Sales and marketing.  Sales and marketing expense increased to $21.2 million or 10.0% of total revenue for fiscal 2007, compared with $20.5 million or 9.7% of total revenue for fiscal 2006. The increase in sales and marketing expense was principally the result of our investments to expand our U.S. sales force and to hire and train a dedicated European sales force during fiscal 2007.

General and administrative.  General and administrative expense increased to $68.7 million or 32.4% of total revenue for fiscal 2007, compared with $68.2 million or 32.1% of total revenue for fiscal 2006. General and administrative expense was principally impacted by several factors, including the following:

•  a $2.0 million decrease in bonus expense, as a result of our performance falling short of bonus plan targets,

•  $0.7 million in general and administrative expenses as a result of our April 2007 acquisition of MediaTransfer,

•  a $0.7 million increase in stock-based compensation expense for options and restricted stock granted during fiscal 2007,

•  $0.6 million in costs associated with an unsuccessful acquisition during the third fiscal quarter, and

•  $0.3 million in administration fees for the Repurchase Program, compared with less than $0.1 million in such fees during fiscal 2006.

Depreciation and amortization.  Depreciation and amortization was $5.3 million or 2.5% of total revenue for fiscal 2007, compared with $6.0 million or 2.8% of total revenue for fiscal 2006. The decrease in depreciation and amortization expense was the result of fixed and intangible assets that became fully depreciated or amortized during fiscal 2007.

Restructuring charges.  See above under “Restructuring” for further discussion of restructuring charges incurred during fiscal 2007 and 2006.

Gain on sale of assets.  Gain on sale of assets during fiscal 2007 consisted of a $0.4 million gain realized on the December 2006 sale of our Stockport facility, along with $0.4 million in net proceeds from the June 2007 sale of two internally developed patents. No similar gains were realized during fiscal 2006.

Interest and other income.  Interest and other income was $2.2 million or 1.1% of total revenue for fiscal 2007, compared with $1.5 million or 0.7% of total revenue for fiscal 2006. The increase in interest and other income was primarily due to favorable rates of return compared with those for fiscal 2006.

Interest expense.  Interest expense was $0.3 million or 0.1% of total revenue for fiscal 2007, compared with $0.0 million for fiscal 2006. The increase in interest expense was the result of

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$19.6 million in short-term borrowings during the fourth quarter of fiscal 2007 to fund the acquisition of MediaTransfer and repurchases of our common stock through the Repurchase Program.

Income taxes.  We recorded an income tax provision for continuing operations of $5.3 million for fiscal 2007, compared with $6.2 million for fiscal 2006. Our effective tax rate for fiscal 2007 was 37.3%, compared with 40.3% for fiscal 2006. The decrease in our effective tax rate was principally due to valuation allowance reversals, as more fully described in Note 15, “Income Taxes,” to our consolidated financial statements contained in this Form 10-K.

Significant Factors Affecting Company Performance

Our Revenue Mix and Gross Profitability

We treat all of the revenue from a project as Internet-based whenever more than 50% of the data collection for that project was completed online. Regardless of data collection mode, most full-service market research projects contain three specific phases: survey design, data collection, and data reporting and analysis. Generally, the costs of a project are spread evenly across those three phases.

Internet-based data collection has certain fixed costs relating to data collection, panel incentives and database development and maintenance. When the volume of Internet-based work reaches the point where fixed costs are absorbed, increases in Internet-based revenue tend to increase profitability, assuming that project professional service components and pricing are comparable and operating expenses are properly controlled.

Projects designated as Internet-based may have traditional data collection components, particularly in multi-country studies where Internet databases are not fully developed. That traditional data collection component tends to decrease the profitability of the project. Profitability is also decreased by direct costs of outsourcing (programming and telephone data collection) and incentive pass-through costs.

For further information regarding Internet-based revenue, by quarter, for the fiscal years ended June 30, 2007 and 2008, please see the table in “Our Ability to Measure Our Performance” below.

Our Ability to Measure Our Performance

We closely track certain key operating metrics, specifically bookings, ending sales backlog, average billable full time equivalents, days of sales outstanding, utilization and bookings to revenue ratio. Each of these key operating metrics enables us to measure the current and forecasted performance of our business relative to historical trends and promote a management culture that focuses on accountability. We believe that this ultimately leads to increased productivity and more effective and efficient use of our human and capital resources.

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Key operating metrics for continuing operations, by quarter, for the fiscal years ended June 30, 2007 and 2008, were as follows (U.S. Dollar amounts in millions):

	Q1			Q2			Q3			Q4			Q1			Q2			Q3			Q4
	FY2007			FY2007			FY2007			FY2007			FY2008			FY2008			FY2008			FY2008
Internet revenue (% of total revenue)		61	%		58	%		60	%		63	%		62	%		62	%		63	%		66	%
North American Internet revenue (% of NA revenue)		68	%		67	%		68	%		73	%		66	%		67	%		62	%		67	%
European Internet revenue (% of European revenue)		39	%		30	%		30	%		35	%		50	%		51	%		67	%		63	%
Cash & marketable securities	$	46.8		$	54.0		$	29.1		$	33.3		$	24.1		$	33.3		$	31.2		$	32.9
Bookings	$	42.9		$	65.7		$	57.6		$	50.9		$	50.8		$	68.2		$	61.3		$	53.3
Ending sales backlog	$	54.6		$	64.6		$	70.4		$	64.9		$	67.4		$	72.8		$	76.9		$	66.8
Average billable full time equivalents (FTEs)		720			719			728			712			766			821			818			817
Days of sales outstanding (DSO)		47 days			43 days			35 days			43 days			49 days			43 days			40 days			43 days
Utilization		61	%		61	%		64	%		68	%		62	%		62	%		62	%		66	%
Bookings to revenue ratio		0.91			1.18			1.11			0.89			0.92			1.09			1.07			0.84

Since our business has moderate seasonality, we encourage our investors to measure our progress over longer time frames. To help that process, we provide trailing twelve-month key operating metrics. Trailing twelve-month data for certain of our key operating metrics for continuing operations at June 30, 2008, and at the last eight fiscal quarter end dates, were as follows (U.S. Dollar amounts in millions):

	Sep 06			Dec 06			Mar 07			Jun 07			Sep 07			Dec 07			Mar 08			Jun 08
Consolidated revenue	$	211.2		$	213.1		$	213.5		$	211.8		$	219.8		$	226.8		$	232.3		$	238.7
Internet revenue (% of total revenue)		60	%		59	%		59	%		60	%		61	%		62	%		62	%		63	%
North American Internet revenue (% of NA revenue)		68	%		67	%		67	%		69	%		69	%		69	%		67	%		66	%
European Internet revenue (% of European revenue)		32	%		32	%		32	%		34	%		36	%		42	%		50	%		58	%
Bookings	$	213.6		$	220.7		$	213.0		$	217.1		$	225.0		$	227.4		$	231.2		$	233.6
Average billable full time equivalents (FTEs)		716			715			720			720			731			757			779			806
Utilization		63	%		63	%		63	%		63	%		64	%		64	%		63	%		63	%
Bookings to revenue ratio		1.01			1.04			1.00			1.03			1.02			1.00			1.00			0.98

Additional information regarding each of the key operating metrics noted above is as follows:

Bookings are defined as the contract value of revenue-generating projects that are anticipated to take place during the next four fiscal quarters for which a firm client commitment was received during the current period, less any adjustments to prior period bookings due to contract value adjustments or project cancellations during the current period.

Bookings for the three months ended June 30, 2008 were $53.3 million, compared with $50.9 million for the same prior year period. The increase is primarily due to incremental bookings as a result of our Decima and Marketshare acquisitions, combined with growth from an existing client tracking study within our Financial Services group.

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Monitoring bookings enhances our ability to forecast long-term revenue and to measure the effectiveness of our marketing and sales initiatives. However, we also are mindful that bookings often vary significantly from quarter to quarter. Information concerning our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenue over time. There are no third-party standards or requirements governing the calculation of bookings. New bookings involve estimates and judgments regarding new contracts as well as renewals, extensions and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect the amount of bookings previously reported.

Ending Sales Backlog is defined as prior period ending sales backlog plus current period bookings, less revenue recognized on outstanding projects as of the end of the period.

Ending sales backlog helps us to manage our future staffing levels more accurately and is also an indicator of the effectiveness of our marketing and sales initiatives. Generally, projects included in ending sales backlog at the end of a fiscal period convert to revenue from services during the following twelve months, based on our experience from prior years.

Ending sales backlog of $66.8 million for the three months ended June 30, 2008, compared with $64.9 million for the same prior year period. The increase is primarily due to incremental backlog as a result of our Decima and Marketshare acquisitions.

Average Billable Full-Time Equivalents (FTE’s) are defined as the hours of available billable capacity in a given period divided by total standard hours for a full-time employee and represent an average for the periods reported. Average billable FTE’s excludes the impact of work performed by third-party, offshore labor.

Measuring FTE’s enables us to determine proper staffing levels, minimize unbillable time and improve utilization and profitability.

Average billable FTE’s of 817 for the three months ended June 30, 2008, compared with 712 average billable FTE’s reported for the same prior year period. The 14.7% increase in average billable FTEs when compared with the same prior year period is primarily due to the 12.7% increase over the same prior year period in revenue from services. The impact of the cost reduction actions described above had minimal impact on average billable FTE’s during the fourth fiscal quarter, as those actions were taken during the last half of the quarter.

Days of Sales Outstanding (DSO) is calculated as accounts receivable as of the end of the applicable period (including unbilled receivables less deferred revenue) divided by our daily revenue (total revenue for the period divided by the number of calendar days in the period).

Measuring DSO allows us to minimize our investment in working capital, measure the effectiveness of our collection efforts and helps forecast cash flow.

DSO of 43 days for the three months ended June 30, 2008, consistent with DSO for the same prior year period.

Utilization is defined as hours billed by project personnel in connection with specific revenue-generating projects divided by total hours of available capacity. Hours billed do not include marketing, selling or proposal generation time.

Tracking utilization enables efficient management of overall staffing levels and promotes greater accountability for the management of resources on individual projects.

Utilization for the three months ended June 30, 2008 was 66%, essentially flat when compared with 68% for the same prior year period.

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Liquidity and Capital Resources

Cash and Cash Equivalents

The following table sets forth net cash provided by operating activities, net cash (used in) provided by investing activities and net cash provided by (used in) financing activities, for the fiscal years ended June 30:

	2008			2007			2006
Net cash provided by operating activities	$	17,972		$	16,639		$	27,885
Net cash (used in) provided by investing activities		(20,813	)		28,800			(24,346	)
Net cash provided by (used in) financing activities		6,436			(28,251	)		(5,372	)

Net cash provided by operating activities.  Net cash provided by operating activities increased to $18.0 million for fiscal 2008, compared with $16.6 million for fiscal 2007. The increase in net cash provided by operating activities is primarily the result of the cash contributed from the operations of MediaTransfer, Decima and Marketshare.

Net cash provided by operating activities decreased to $16.6 million for fiscal 2007, compared with $27.9 million for fiscal 2006. The decrease in net cash provided by operating activities was principally attributable to timing differences compared with the prior fiscal year in payment of outstanding accounts payable, accrued expenses and other liabilities, which were offset by an improvement in the timeliness of collecting amounts due on outstanding invoices, as noted by a $1.1 million decrease in accounts receivable and a $0.6 million increase in cash collected on amounts billed in excess of costs (deferred revenue).

Net cash (used in) provided by investing activities.  Net cash used in investing activities was $20.8 million for fiscal 2008, compared with $28.8 million in net cash provided by investing activities for fiscal 2007. This change is principally the result of $21.0 million in net cash paid in connection with our Decima and Marketshare acquisitions, offset by $4.4 million in net cash generated from maturities and sales of marketable securities during fiscal 2008.

Net cash provided by investing activities was $28.8 million for fiscal 2007, compared with $24.3 million used in investing activities for fiscal 2006. The change from fiscal 2006 was principally due to our liquidation of marketable securities to fund repurchases of our common stock under our Repurchase Program, described in further detail below, offset by our ongoing investing activities, including our acquisition of MediaTransfer in April 2007 for $9.8 million (net of cash acquired).

Net cash (used in) financing activities.  Net cash provided by financing activities was $6.4 million for fiscal 2008, compared with $28.3 million used in financing activities for fiscal 2007. This change is the result of $14.5 million in net proceeds from borrowings, which were used to fund a portion of the consideration for our acquisitions of Decima and Marketshare, offset by $8.6 million in payments on outstanding borrowings. Comparatively, $50.5 million was used during fiscal 2007 to fund repurchases of our common stock under our Share Repurchase Program discussed below.

Net cash used in financing activities was $28.3 million for fiscal 2007, compared with $5.4 million for fiscal 2006. The increase in net cash used in financing activities was principally due to our use of $50.5 million in cash to repurchase shares of our common stock under our Repurchase Program during fiscal 2007, offset by $19.6 million in cash proceeds from short-term borrowings used to fund our acquisition of MediaTransfer and share repurchases under our Repurchase Program during the fourth quarter of fiscal 2007.

Working Capital

At June 30, 2008, we had cash and cash equivalents of $32.9 million, essentially flat when compared with $33.3 million in cash, cash equivalents and marketable securities at June 30, 2007, as a result of the reasons described above. Based on current plans and business conditions, we believe that our existing cash, cash equivalents and cash flows from operations will be sufficient to satisfy the

47

cash requirements that we anticipate will be necessary to support our planned operations for the foreseeable future. However, we cannot be certain that our underlying assumed levels of revenue and expenses will be accurate. In addition, if we acquire additional businesses, we likely will be required to seek additional funding through public or private financing or other arrangements. Based upon our current relationships with financial institutions and financial condition, we believe that adequate funds will be available to support our acquisition activities on reasonable terms, but if such funds are not available when needed or on favorable terms, it could have a material adverse effect on our business and results of operations.

Our capital requirements depend on numerous factors, including but not limited to, market acceptance of our services, the resources we allocate to the continuing development of new products and services, our Internet infrastructure and Internet panel, the marketing and selling of our services and our acquisition activities. For the fiscal year ending June 30, 2009, our capital expenditures are expected to range between $4.5 and $5.0 million. We believe that cash generated from our operations and the cash we held at June 30, 2008 will be sufficient to provide adequate funding for any foreseeable capital requirements that may arise.

In order to continue to generate revenue, we must continually develop new business, both for growth and to replace completed projects. Although work for no one client constitutes more than 10% of our revenue, we have had to find significant amounts of replacement and additional revenue as client relationships and work for continuing clients change and will likely have to continue to do so in the future. Our ability to generate revenue is dependent not only on execution of our business plan, but also on general market factors outside of our control. Many of our clients treat all or a portion of their market research expenditures as discretionary. As a result, as economic conditions decline in any of our markets, our ability to generate revenue is adversely impacted.

Share Repurchase Program

Pursuant to the Repurchase Program authorized by our Board on May 3, 2006, as amended on January 31 and May 2, 2007, we repurchased 10.3 million shares of our common stock at an average price per share of $5.52 for an aggregate purchase price of $57.0 million. All repurchased shares were subsequently retired. The Repurchase Program expired on December 31, 2007. We did not repurchase any shares of our common stock under the Repurchase Program during the fiscal year ended June 30, 2008.

Credit Facilities

On September 21, 2007, we entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and the Lenders party thereto. Pursuant to the Credit Agreement, the Lenders made available $100.0 million in credit facilities (the “Credit Facilities”) in the form of a revolving line of credit (“Revolving Line”), a term loan (“Term Loan”), and a multiple advance term loan commitment (“Multiple Advance Commitment”).

The Revolving Line enables us to borrow, repay, and re-borrow up to $25.0 million principal outstanding at any one time, with a $10.0 million sub-limit for issuance of letters of credit. The full amount of the Term Loan (“Term Loan A”) was made in a single advance of $12.0 million at the time of closing of the Credit Facilities. The Multiple Advance Commitment enables us to borrow up to an aggregate of $63.0 million in one or more advances, and $19.8 million (“Term Loan B”) and $2.8 million (“Term Loan C”) were advanced at closing. Existing letters of credit in the face amount of $0.2 million also were treated as if issued under the Revolving Line. In addition, the Credit Agreement permits us to request increases in the Revolving Line up to an additional $25.0 million of availability, subject to discretionary commitments by the then Lenders and, if needed, additional lenders. The Credit Facilities replaced existing credit arrangements with JPMorgan.

Outstanding amounts under the Credit Facilities accrue interest, as elected by us, at either (a) the greater of the Administrative Agent’s Prime Rate or the Federal Funds Rate plus 0.5%, or (b) the

48

Adjusted LIBOR interest rate plus a spread of between 0.625% and 1.00% depending upon our leverage ratio as measured quarterly. In addition, the Lenders receive a commitment fee ranging from 0.10% to 0.175%, depending upon our leverage ratio, quarterly in arrears based on average unused portions of the full committed amount of the Credit Facilities. Accrued interest is payable quarterly in arrears, or at the end of each applicable LIBOR interest rate period, but at least every three months, with respect to borrowings for which the Adjusted LIBOR interest rate applies.

All outstanding amounts under the Credit Facilities are due and payable in full on September 21, 2012 (the “Maturity Date”). On the last day of each quarter, principal payments of $0.6 million each are due and payable with respect to the Term Loan, and principal payments equal to 5% of each borrowing made under the Multiple Advance Commitment also are due and payable. Borrowings are freely prepayable, subject to break funding payments for prepayments during Adjusted LIBOR interest periods. The required principal repayments of Term Loans A, B and C for each of the five succeeding fiscal years are set forth in Note 11, “Borrowings,” to our consolidated financial statements contained in this Form 10-K.

We have elected the LIBOR interest rate on amounts outstanding under Term Loans A, B and C. At June 30, 2008, the applicable LIBOR interest rate was 2.80%. Effective September 21, 2007, we entered into an interest rate swap agreement with JPMorgan, which effectively fixed the floating LIBOR interest rates on the amounts outstanding under Term Loans A, B and C at 5.08% through September 21, 2012. The additional spread applicable to the interest rates based on the our leverage ratio at June 30, 2008 was 0.875%, resulting in an aggregate interest rate based on that leverage ratio of 5.955%. We anticipate that the interest rate swap will be settled upon maturity and it is being accounted for as a cash flow hedge. The interest rate swap is recorded at fair value each reporting period with the changes in the fair value of the hedge that take place through the date of maturity recorded in accumulated other comprehensive income. At June 30, 2008, we recorded a liability of $0.9 million in the “Other liabilities” line item of our consolidated balance sheet. There was no ineffectiveness associated with the interest rate swap for the fiscal year ended June 30, 2008.

The Credit Agreement contains customary representations, default provisions, and affirmative and negative covenants, including among others prohibitions of dividends, sales of certain assets and mergers, and restrictions related to acquisitions, indebtedness, liens, investments, share repurchases and capital expenditures. The Credit Agreement requires us to maintain a consolidated interest coverage ratio of at least 3.0 to 1.0, and a consolidated leverage ratio of 2.5 to 1.0 or less. At June 30, 2008, we were in compliance with all covenants under the Credit Agreement.

We may freely transfer assets and incur obligations among our domestic subsidiaries that are guarantors of our obligations related to the Credit Facilities, and our first tier foreign subsidiaries with respect to which we have delivered pledges of 66% of the outstanding stock and membership interests, as applicable, in favor of the Lenders. Our domestic subsidiaries, Louis Harris & Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive International Inc., Harris International Asia, LLC, and The Wirthlin Group International, L.L.C., have guaranteed our obligations under the Credit Facilities.

Off-Balance Sheet Risk Disclosure

At June 30, 2008 and 2007, we did not have any transactions, agreements or other contractual arrangements constituting an “off-balance sheet arrangement” as defined in Item 303(a)(4) of Regulation S-K.

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Contractual Obligations

Our consolidated contractual obligations and other commercial commitments at June 30, 2008 are as follows (amounts in thousands):

	Payments Due by Period
			Less than		1-3		3-5		More than
	Total		1 Year		Years		Years		5 Years
Long-term debt obligations	$	29,431	$	6,925	$	13,850	$	8,656	$	—
Interest obligations on long-term debt(1)		3,943		1,237		2,165		541		—
Capital lease obligations		—		—		—		—		—
Operating lease obligations		27,132		6,903		10,594		5,283		4,352
Purchase obligations		—		—		—		—		—
Other long-term liabilities(2)		392		22		151		44		175
Total	$	60,898	$	15,087	$	26,760	$	14,524	$	4,527

(1)	Interest obligations shown above were derived using an interest rate of 5.955%. This rate is a combination of the 5.08% that is fixed by our interest rate swap, and the 0.875% additional spread applicable to our leverage ratio. These rates are more fully described in Note 11, “Borrowings,” to the consolidated financial statements contained in this Form 10-K.
(2)	Amounts in the “1-3 Years” category include $87 for liabilities associated with uncertain tax positions, determined in accordance with FASB Interpretation No. 48, as more fully described in Note 15, “Income Taxes,” to the consolidated financial statements contained in this Form 10-K.

Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted

See “Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted” in Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements contained in this Form 10-K for a discussion of the impact of recently issued accounting pronouncements on our consolidated financial statements at June 30, 2008, for the fiscal year then ended, as well as the expected impact on our consolidated financial statements for future periods.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We have two kinds of market risk exposures, interest rate exposure and foreign currency exposure. We have no market risk sensitive instruments entered into for trading purposes.

As we continue to increase our debt and expand globally, the risk of interest rate and foreign currency exchange rate fluctuation may increase. We will continue to assess the need to, and will as appropriate, utilize interest rate swaps and financial instruments to hedge interest rate and foreign currency exposures on an ongoing basis to mitigate such risks.

Interest Rate Exposure

At June 30, 2008, we had outstanding debt under our Credit Facilities of $29.4 million. The debt matures September 21, 2012 and bears interest at the floating adjusted LIBOR plus an applicable margin. On September 21, 2007, we entered into an interest rate swap agreement, which fixed the floating adjusted LIBOR portion of the interest rate at 5.08% through September 21, 2012. The additional applicable margin is adjusted quarterly based upon our leverage ratio.

Using a sensitivity analysis based on a hypothetical 1% increase in prevailing interest rates over a 12-month period, each 1% increase from prevailing interest rates at June 30, 2008 would have increased the fair value of the interest rate swap by $0.5 million and each 1% decrease from prevailing

50

interest rates at June 30, 2008 would have decreased the fair value of the interest rate swap by $0.6 million.

Foreign Currency Exposure

As a result of operating in foreign markets, our financial results could be affected by factors such as changes in foreign currency exchange rates. We have international sales and operations in Europe, North America, and Asia. Therefore, we are subject to foreign currency rate exposure. Non-U.S. transactions are denominated in the functional currencies of the respective countries in which our foreign subsidiaries reside. Our consolidated assets and liabilities are translated into U.S. Dollars at the exchange rates in effect as of the balance sheet date. Consolidated income and expense items are translated into U.S. Dollars at the average exchange rates for each period presented. Accumulated net translation adjustments are recorded in the accumulated other comprehensive income component of stockholders’ equity. We measure our risk related to foreign currency rate exposure on two levels, the first being the impact of operating results on the consolidation of foreign subsidiaries that are denominated in the functional currency of their home country, and the second being the extent to which we have instruments denominated in a foreign currency.

Foreign exchange transaction gains and losses are included in our results of operations as a result of consolidating the results of our international operations, which are denominated in each country’s functional currency, with our U.S. results. The impact of transaction gains or losses on net income from consolidating foreign subsidiaries was not material for the periods presented. We have historically had low exposure to changes in foreign currency exchange rates upon consolidating the results of our foreign subsidiaries with our U.S. results, due to the size and profitability of our foreign operations in comparison to our consolidated operations. However, if the size and operating profits of our international operations increase and we continue to expand globally, our exposure to the appreciation or depreciation in the U.S. Dollar could have a more significant impact on our net income and cash flows. Thus, we evaluate our exposure to foreign currency fluctuation risk on an ongoing basis.

Since our foreign operations are conducted using a foreign currency, we bear additional risk of fluctuations in exchange rates because of instruments denominated in a foreign currency. We have historically had low exposure to changes in foreign currency exchange rates with regard to instruments denominated in a foreign currency, given the amount and short-term nature of the maturity of these instruments. The carrying values of financial instruments denominated in a foreign currency, including cash, cash equivalents, accounts receivable and accounts payable, approximate fair value because of the short-term nature of the maturity of these instruments.

We performed a sensitivity analysis at June 30, 2008. Holding all other variables constant, we have determined that the impact of a near-term 10% appreciation or depreciation of the U.S. Dollar would have an insignificant effect on our financial condition, results of operations and cash flows.

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Item 8.   Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	53
Consolidated Balance Sheets at June 30, 2008 and 2007	54
Consolidated Statements of Operations for the years ended June 30, 2008, 2007 and 2006	55
Consolidated Statements of Cash Flows for the years ended June 30, 2008, 2007 and 2006	56
Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2008, 2007 and 2006	57
Notes to Consolidated Financial Statements (including unaudited quarterly results of operations)	58
Index to Financial Statement Schedules	93
Schedule II — Valuation and Qualifying Accounts	97

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and have therefore been omitted.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Harris Interactive Inc.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Harris Interactive Inc. and its subsidiaries at June 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for uncertain tax positions in 2008 and its method of accounting for share-based payments in 2006.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded Decima Research Inc. from its assessment of internal control over financial reporting as of June 30, 2008 because it was acquired by the Company in a purchase business combination during fiscal 2008. We have also excluded Decima Research Inc. from our audit of internal control over financial reporting. Decima Research Inc. is a wholly-owned subsidiary whose total assets and total revenues represent 2% and 10%, respectively, of the related consolidated financial statement amounts as of and for the year ended June 30, 2008.

PricewaterhouseCoopers LLP

Rochester, New York
September 15, 2008

53

HARRIS INTERACTIVE INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30,			June 30,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	32,874		$	28,911
Marketable securities		—			4,418
Accounts receivable, less allowances of $482 and $82, respectively		34,940			34,794
Unbilled receivables		11,504			9,938
Prepaid expenses and other current assets		8,753			6,964
Deferred tax assets		3,959			3,754
Assets held for sale		—			1,074
Total current assets		92,030			89,853
Property, plant and equipment, net		11,953			9,902
Goodwill		42,805			115,466
Other intangibles, net		23,302			11,788
Deferred tax assets		14,606			13,628
Other assets		2,353			1,401
Total assets	$	187,049		$	242,038
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,779		$	8,079
Accrued expenses		25,611			22,198
Current portion of outstanding debt		6,925			19,625
Deferred revenue		16,226			17,575
Liabilities held for sale		—			330
Total current liabilities		59,541			67,807
Long-term debt		22,506			—
Deferred tax liabilities		4,035			859
Other long-term liabilities		2,331			1,016
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2008 and 2007		—			—
Common stock, $.001 par value, 100,000,000 shares authorized; 53,783,980 shares issued and outstanding at June 30, 2008 and 52,833,874 shares issued and outstanding at June 30, 2007		54			53
Additional paid-in capital		182,709			177,169
Accumulated other comprehensive income		10,680			5,392
Accumulated deficit		(94,807	)		(10,258	)
Total stockholders’ equity		98,636			172,356
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	187,049		$	242,038

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

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HARRIS INTERACTIVE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	For the Years Ended June 30,
	2008			2007			2006
Revenue from services	$	238,723		$	211,803		$	212,184
Operating expenses:
Cost of services		120,192			104,761			103,384
Sales and marketing		23,979			21,151			20,540
General and administrative		80,253			68,730			68,158
Depreciation and amortization		8,526			5,295			5,961
Gain on sale of assets		—			(788	)		—
Cost of reviewing strategic alternatives		1,584			—			—
Restructuring charges		2,263			337			250
Goodwill impairment charge		86,497			—			—
Total operating expenses		323,294			199,486			198,293
Operating income (loss)		(84,571	)		12,317			13,891
Interest and other income		1,119			2,246			1,534
Interest expense		(1,951	)		(290	)		(20	)
Income (loss) from continuing operations before income taxes		(85,403	)		14,273			15,405
Provision (benefit) for income taxes		(661	)		5,319			6,205
Income (loss) from continuing operations		(84,742	)		8,954			9,200
Income from discontinued operations, net of provision for income taxes		124			122			260
Net income (loss)	$	(84,618	)	$	9,076		$	9,460
Basic net income (loss) per share:
Continuing operations	$	(1.60	)	$	0.16		$	0.15
Discontinued operations		0.00			0.00			0.00
Basic net income (loss) per share	$	(1.60	)	$	0.16		$	0.15
Diluted net income (loss) per share:
Continuing operations	$	(1.60	)	$	0.16		$	0.15
Discontinued operations		0.00			0.00			0.00
Diluted net income (loss) per share	$	(1.60	)	$	0.16		$	0.15
Weighted-average shares outstanding — basic		52,861,354			56,133,355			61,511,031
Weighted-average shares outstanding — diluted		52,861,354			56,397,600			61,685,777

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

55

HARRIS INTERACTIVE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Years Ended June 30,
	2008			2007			2006
Cash flows from operating activities:
Net income (loss)	$	(84,618	)	$	9,076		$	9,460
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization		10,042			6,783			7,212
Deferred taxes		(1,702	)		2,764			5,208
Stock-based compensation		4,091			3,787			3,141
Restructuring charges, net of related cash payments		1,240			(62	)		(340	)
Goodwill impairment charge		86,497			—			—
401(k) stock-based matching contribution		951			1,298			1,166
Amortization of deferred financing costs		114			—			—
Amortization of (discount) on marketable securities		—			(37	)		(40	)
Gain on sale of discontinued operations and assets held for sale		(220	)		(788	)		—
Loss on disposal of fixed assets		—			103			—
(Increase) decrease in assets, net of acquisitions —
Accounts receivable		5,436			1,149			39
Unbilled receivables		918			649			475
Prepaid expenses and other current assets		(2,529	)		(2,952	)		(1,968	)
Other assets		(241	)		322			(183	)
(Decrease) increase in liabilities, net of acquisitions —
Accounts payable		(352	)		(3,555	)		1,821
Accrued expenses		52			(1,228	)		(361	)
Deferred revenue		(2,034	)		625			2,804
Other liabilities		388			(1,913	)		(495	)
Net cash (used in) provided by operating activities of discontinued operations		(61	)		618			(54	)
Net cash provided by operating activities		17,972			16,639			27,885
Cash flows from investing activities:
Cash paid in connection with acquisitions, net of cash acquired		(21,727	)		(9,790	)		(525	)
Purchase of marketable securities		(15,000	)		(74,052	)		(49,223	)
Proceeds from maturities and sales of marketable securities		19,420			114,883			27,547
Capital expenditures		(3,704	)		(3,879	)		(2,143	)
Proceeds from sale of discontinued operations and assets held for sale		219			1,652			—
Net cash (used in) investing activities of discontinued operations		(21	)		(14	)		(2	)
Net cash (used in) provided by investing activities		(20,813	)		28,800			(24,346	)
Cash flows from financing activities:
Increases in borrowings, net of financing costs		14,525			19,625			—
Repayments of borrowings		(8,648	)		—			—
Repurchases of common stock		—			(50,540	)		(6,459	)
Proceeds from exercise of employee stock options and employee stock purchases		526			2,246			1,087
Excess tax benefits from share-based payment awards		33			418			—
Net cash provided by (used in) financing activities		6,436			(28,251	)		(5,372	)
Effect of exchange rate changes on cash and cash equivalents		368			258			180
Net increase (decrease) in cash and cash equivalents		3,963			17,446			(1,653	)
Cash and cash equivalents at beginning of period		28,911			11,465			13,118
Cash and cash equivalents at end of period	$	32,874		$	28,911		$	11,465

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

56

HARRIS INTERACTIVE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands)

										Accumulated			Retained
	Common Stock						Additional			Other			Earnings			Total
	Outstanding						Paid-in			Comprehensive			(Accumulated			Stockholders’
	Shares			Amount			Capital			Income (Loss)			Deficit)			Equity
Balance at June 30, 2005		61,375		$	61		$	221,032		$	1,865		$	(28,794	)	$	194,164
Comprehensive income:
Net income														9,460			9,460
Unrealized gain on marketable securities											47						47
Foreign currency translation											1,051						1,051
Total comprehensive income																	10,558
Issuance of stock for restricted stock grants and exercise of options		356						542									542
Issuance of common stock under Employee Stock Purchase Plan		142						532									532
Issuance of common stock under 401(k) Plan		235						1,166									1,166
Stock-based compensation expense								3,141									3,141
Retirement of common stock repurchased through Share Repurchase Program		(1,275	)					(6,459	)								(6,459	)
Balance at June 30, 2006		60,833			61			219,954			2,963			(19,334	)		203,644
Comprehensive income:
Net income														9,076			9,076
Unrealized gain on marketable securities											90						90
Foreign currency translation											2,362						2,362
Total comprehensive income																	11,528
Adjustment for initial implementation of SFAS No. 158											(23	)					(23	)
Issuance of stock for restricted stock grants and exercise of options		678						1,638									1,638
Issuance of common stock under Employee Stock Purchase Plan		142						606									606
Issuance of common stock under 401(k) Plan		229						1,298									1,298
Income tax benefit on exercise of stock options								418									418
Stock-based compensation expense								3,787									3,787
Retirement of common stock repurchased through Share Repurchase Program		(9,048	)		(8	)		(50,532	)								(50,540	)
Balance at June 30, 2007		52,834			53			177,169			5,392			(10,258	)		172,356
Comprehensive income:
Net loss														(84,618	)		(84,618	)
Unrealized loss on interest rate swap, net of tax of $340											(516	)					(516	)
Unrealized gain on marketable securities											7						7
Foreign currency translation											5,797						5,797
Total comprehensive loss																	(79,330	)
Adjustment for initial implementation of FIN No. 48														69			69
Issuance of stock for restricted stock grants and exercise of options		423			1			17									18
Issuance of common stock under Employee Stock Purchase Plan		251						579									579
Issuance of common stock under 401(k) Plan		276						951									951
Income tax benefit (shortfall) on exercise of stock options								(98	)								(98	)
Stock-based compensation expense								4,091									4,091
Balance at June 30, 2008		53,784		$	54		$	182,709		$	10,680		$	(94,807	)	$	98,636

57

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended June 30, 2008, 2007 and 2006

(In thousands, except share and per share amounts)

1.   Description of Business

Harris Interactive Inc. (the “Company”) is a leading global market research, polling and consulting firm, using Internet-based and traditional methodologies to provide clients with information about the views, behaviors and attitudes of people worldwide. Known for The Harris Poll, the Company is one of the world’s largest full service market research and consulting firms, and one of the world leaders in conducting Internet-based survey research.

2.   Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Company and its wholly-owned subsidiaries. There are no unconsolidated entities or off-balance sheet arrangements. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

It is the Company’s policy to reclassify amounts in prior years’ consolidated financial statements to conform to the current year’s presentation. For the fiscal years ended June 30, 2007 and 2006, cost of services did not include amortization of internally developed software, as such amounts were included in depreciation and amortization. Such amounts are included in cost of services in the accompanying consolidated statements of operations for the fiscal year ended June 30, 2008, and previously reported amounts for the fiscal years ended June 30, 2007 and 2006 have been reclassified in the accompanying consolidated statements of operations to conform to the current presentation with the following effect:

	June 30,			June 30,
	2007			2006
Cost of services:
Previously reported	$	103,273		$	102,133
Reclassification		1,488			1,251
As reclassified	$	104,761		$	103,384
Depreciation and amortization:
Previously reported	$	6,783		$	7,212
Reclassification		(1,488	)		(1,251	)
As reclassified	$	5,295		$	5,961

58

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid instruments with a remaining maturity of three months or less at date of purchase.

Marketable Securities

The Company accounts for its investments in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities. All investments have been classified as available-for-sale securities at June 30, 2008 and 2007. Available-for-sale securities are stated at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss). Realized gains and losses, as well as interest and dividends on available-for-sale securities, are included in interest and other income. The cost of securities sold is based on the specific identification method.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The collectibility of outstanding client invoices is continually assessed. The Company maintains an allowance for estimated losses resulting from the inability of clients to make required payments. In estimating the allowance, the Company considers factors such as historical collections, a client’s current creditworthiness, age of the receivable balance both individually and in the aggregate and general economic conditions that may affect a client’s ability to pay.

Concentration of Credit Risk

Financial instruments which potentially expose the Company to concentrations of credit risk consist principally of accounts receivable and unbilled receivables. An allowance for doubtful accounts is provided for in the consolidated financial statements and is monitored by management to ensure that it is consistent with management’s expectations. Credit risk is limited with respect to accounts receivable by the Company’s large client base. For fiscal years 2008, 2007 and 2006, no single client accounted for more than 10% of the Company’s consolidated revenue.

Property, Plant and Equipment

Property, plant and equipment, including improvements that significantly add to productive capacity or extend useful life, are recorded at cost. Maintenance and repairs are expensed as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to income.

Depreciation is calculated using the straight-line or accelerated methods over the estimated useful lives of the assets. Estimated useful lives are as follows:

Computer equipment	3 years
Non-computer equipment	5 years
Furniture and fixtures	7 years

59

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

In accordance with SFAS No. 13, Accounting for Leases, leasehold improvements are amortized using the straight-line method over the lesser of estimated useful life of the assets or term of the underlying lease arrangements.

Business Combinations and Goodwill

Acquisitions are accounted for under the purchase method of accounting pursuant to SFAS No. 141, Business Combinations. Accordingly, the purchase price is allocated to the tangible assets and liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price over the fair value is recorded as goodwill. Identifiable intangible assets are valued separately and are amortized over their expected useful life.

SFAS No. 142, Goodwill and Other Intangible Assets requires the Company to test goodwill for impairment on an annual basis and between annual tests in certain circumstances, and to write down goodwill and non-amortizable intangible assets when impaired. These assessments require the Company to estimate the fair market value of its reporting unit. If the Company determines that the fair value of its reporting unit is less than its carrying amount, absent other facts to the contrary, an impairment charge must be recognized for the associated goodwill of the reporting unit against earnings in its consolidated financial statements. As the Company has one reportable segment, it utilizes the entity-wide approach for assessing goodwill.

Goodwill is evaluated for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger a review for impairment include the following:

•  Significant under-performance relative to historical or projected future operating results;

•  Significant changes in the manner of its use of acquired assets or the strategy for its overall business;

•  Significant negative industry or economic trends;

•  Significant decline in its stock price for a sustained period; and

•  Its market capitalization relative to net book value.

Goodwill is evaluated for impairment using the two-step process as prescribed in SFAS No. 142. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit. If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment. Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. To determine fair value for its reporting unit, the Company uses the fair value of the cash flows that the reporting unit can be expected to generate in the future. This valuation method requires management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multiyear period, as well as determine the weighted average cost of capital to be used as a discount rate.

At June 30, 2008, the Company performed the initial step of its impairment evaluation by comparing the fair market value of its reporting unit, as determined using a discounted cash flow model, to its carrying value. As the carrying amount exceeded the fair value, the Company performed the second step of its impairment evaluation to calculate impairment and as a result, recorded a pre-

60

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

tax goodwill impairment charge of $86,497. The primary reason for the impairment charge was the sustained decline of the Company’s stock price during the second half of fiscal 2008.

At March 31, 2008, the Company considered the decline in its stock price from January 2008 to March 2008. At that time, the Company concluded that the decline was short-term in nature and did not trigger a review for impairment outside of its annual June 30 impairment evaluation date.

Based upon its annual evaluations, the Company determined that the fair value of its reporting unit exceeded the carrying amount at June 30, 2007 and 2006, resulting in no impairment.

Intangible Assets

The Company’s intangible assets are stated at cost less accumulated amortization and are amortized over estimated useful lives that range as follows:

Contract-based intangibles	2 to 4 years
Internet respondent database	2 to 9 years
Customer relationships	3 to 10 years
Trade names	0.5 to 20 years

The Company has no indefinite-lived intangible assets.

Computer Software Developed or Obtained for Internal Use

The Company follows the provisions of Statement of Position (“SOP”) 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use, issued by the American Institute of Certified Public Accountants, which addresses the accounting for the costs of computer software developed or obtained for internal use and identifies the characteristics of internal use software. Costs that satisfy the capitalization criteria prescribed in SOP 98-1 are included in other assets in the consolidated balance sheet and amounted to $2,612 and $2,598 at June 30, 2008 and 2007, respectively. Amortization expense related to these costs amounted to $1,515, $1,488 and $1,251 for the fiscal years ended June 30, 2008, 2007 and 2006, respectively.

Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company evaluates the recoverability of the carrying value of its long-lived assets, excluding goodwill, based on estimated undiscounted cash flows to be generated from each of such assets compared to the original estimates used in measuring the assets. To the extent impairment is identified, the Company reduces the carrying value of such impaired assets to fair value based on estimated discounted future cash flows.

Fair Value of Financial Instruments

In accordance with SFAS No. 107, Disclosures about Fair Value of Financial Instruments, the Company calculates the fair value of its financial instruments using quoted market prices wherever possible. The Company’s financial instruments include cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and interest rate swaps. The carrying

61

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

amounts of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value.

The Company had $29,431 of outstanding debt at June 30, 2008, which is considered a financial instrument. The carrying amount of this debt approximates its fair value as the rate of interest on the term loans that are outstanding under the Credit Facilities reflect current market rates of interest for similar instruments with comparable maturities. The Company has an interest rate swap agreement to hedge its exposure on the floating base interest rate on the term loan. The interest rate swap had a negative fair value of $855 at June 30, 2008, which was recorded in the “Other liabilities” line item of the Company’s consolidated balance sheet.

Post-employment Payments

The Company has entered into employment agreements with certain of its executives which obligate the Company to make payments for varying periods of time and under terms and circumstances set forth in the agreements. In part, the payments are in consideration for obligations of the executives not to compete with the Company after termination of their employment, and in part, the payments relate to other relationships between the parties. The Company accounts for its obligations under these agreements in accordance with SFAS No. 112, Employers’ Accounting for Postemployment Benefits, an Amendment of FASB Statements No. 5 and 43.

Revenue Recognition

The Company recognizes revenue from services on a proportional performance basis. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance. The primary input of all work performed under these arrangements is labor. As a result of the relationship between labor and cost, there is normally a direct relationship between the costs incurred and the proportion of the contract performed to date. Costs incurred as an initial proportion of expected total costs is used as an initial proportional performance measure. This indicative proportional performance measure is always subsequently validated against more subjective criteria (i.e. relevant output measures) such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measures take precedence since these are output measures.

Clients are obligated to pay based upon services performed, and in the event that a client cancels the contract, the client is responsible for payment for services performed through the date of cancellation. Losses expected to be incurred, if any, on jobs in progress are charged to income as soon as it becomes probable that such losses will occur. Invoices to clients in the ordinary course are generated based upon the achievement of specific events, as defined by each contract, including deliverables, timetables, and incurrence of certain costs. Such events may not be directly related to the performance of services. Revenues earned on contracts in progress in excess of billings are classified as unbilled receivables. Amounts billed in excess of revenues earned are classified as deferred revenue.

In accordance with Emerging Issues Task Force (“EITF”) Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, revenue includes amounts billed to clients for

62

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

subcontractor costs incurred in the completion of surveys. Furthermore, reimbursements of out-of-pocket expenses related to service contracts are also included in revenue in accordance with EITF Issue No. 01-14, Income Statement Characterization of Reimbursements Received for “Out-of-Pocket” Expenses Incurred.

In consideration of EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities to determine if separate units of accounting exist in such projects, the Company reviewed the provisions of Issue No. 00-21 and determined that those provisions are consistent with the Company’s existing policies. Therefore, the application of Issue No. 00-21 had no effect on the Company’s consolidated statements of operations for the fiscal years ended June 30, 2008, 2007 or 2006.

Cost of Services

The Company’s direct costs of providing services principally consist of project personnel, which relate to the labor costs directly associated with a project, panelist incentives, which represent cash and non-cash incentives awarded to individuals who complete surveys, data processing, which represents both the internal and outsourced processing of survey data, and other direct costs related to survey production, including the amortization of software developed for internal use.

Panelist Incentives

In July 2001, the Company initiated HIpoints, a loyalty program designed to reward respondents who register for its panel, complete online surveys and refer others to join its online panel. The earned points are non-transferable and may be redeemed for gifts from a specific product portfolio at any time prior to expiration. The Company maintains a reserve for obligations with respect to future redemption of outstanding points based on the expected redemption rate of the points. This expected redemption rate is based on the Company’s actual redemption rates since the inception of the program.

Prior to December 2007, points under the HIpoints program expired after one year of account inactivity. In December 2007, the Company modified the expiration parameters of the program such that points now expire after nine months of account inactivity and tightened the rules around expirations to more accurately account for panelists that are not truly engaged in the program. These changes resulted in an approximately $800 reduction in the Company’s reserve for obligations with respect to future redemption of outstanding points during the three months ended December 31, 2007, which was recorded in the “Cost of services” line item of the Company’s consolidated statement of operations.

In addition, the Company’s panelists receive cash incentives for participating in surveys from the Company, which are earned by the panelist when the Company receives a timely survey response. The Company accrues these incentives as they are earned.

Advertising Expenses

Advertising costs are expensed as incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Such expenses amounted to $2,179, $1,496 and $1,476 for the fiscal years ended June 30, 2008, 2007 and 2006, respectively.

63

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004) (“SFAS No. 123(R)”), Share-Based Payment. SFAS No. 123(R) replaced SFAS No. 123, Accounting for Stock-Based Compensation and superseded Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. The Company adopted SFAS No. 123(R) on July 1, 2005 using the modified prospective approach. Under the modified prospective approach, stock-based compensation expense has been and will be recorded for the unvested portion of previously issued awards that remain outstanding at July 1, 2005 using the same estimate of the grant date fair value and the same attribution method used to determine the pro forma disclosure under SFAS No. 123. SFAS No. 123(R) also requires that all share-based payments to employees after July 1, 2005, including employee stock options and shares issued to employees under the Company’s Employee Stock Purchase Plans be recognized in the financial statements as stock-based compensation expense based on their fair value on the date of grant using an option-pricing model, such as the Black-Scholes model. Accordingly, prior period amounts were not revised.

SFAS No. 123(R) requires that the Company estimate forfeitures when recognizing stock-based compensation expense and that this estimate of forfeitures be adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and also impact the amount of unamortized stock-based compensation expense to be recognized in future periods.

See Note 13, “Stock-Based Compensation,” for further information on stock-based compensation.

Income Taxes

The Company follows the asset and liability approach to account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of operating loss carryforwards and temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company has not provided U.S. deferred income taxes applicable to the unremitted earnings of its foreign subsidiaries, as these amounts are considered to be indefinitely reinvested outside the U.S.

On July 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN No. 48”), which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The Company first determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that the Company measures the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. FIN No. 48 also required the Company to reclassify the majority of its uncertain tax positions from current to non-current in fiscal 2008. FIN No. 48 does not allow for retroactive treatment or presentation. The Company has recognized interest and penalties related to uncertain tax positions in the provision for income taxes line of its consolidated statements of operations. See Note 15, “Income Taxes,” for further discussion regarding the impact of the Company’s adoption of FIN No. 48.

64

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

Net Income (Loss) Per Share

In accordance with SFAS No. 128, Earnings Per Share, basic net income (loss) per share amounts are computed based on the weighted-average number of shares of common stock outstanding during the year. Diluted net income (loss) per share reflects the assumed exercise and conversion of employee stock options that have an exercise price that is below the average market price of the common shares for the respective periods. The treasury stock method is used in calculating diluted shares outstanding whereby assumed proceeds from the exercise of stock options, net of average unrecognized stock-based compensation expense for stock options and restricted stock, and the related tax benefit are assumed to be used to repurchase common stock at the average market price during the period.

Foreign Currency Translation

For the Company’s subsidiaries located outside of the United States, the local currency is the functional currency. In accordance with SFAS No. 52, Foreign Currency Translation, the financial statements of those subsidiaries are translated into U.S. Dollars as follows. Consolidated assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Consolidated income, expenses and cash flows are translated at the average exchange rates for each period and stockholders’ equity is translated using historical exchange rates. The resulting translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.

Comprehensive Income (Loss)

The Company accounts for comprehensive income (loss) in accordance with SFAS No. 130, Reporting Comprehensive Income. Comprehensive income (loss) consists of two components, net income (loss) and accumulated other comprehensive income (loss). Accumulated other comprehensive income (loss) refers to revenue, expenses, gains and losses that, under generally accepted accounting principles, are recorded as an element of stockholders’ equity but are excluded from net income. The Company’s accumulated other comprehensive income (loss) is comprised of the unrealized holding gain (loss) on available-for-sale marketable securities and the foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency.

Segment Reporting

The Company reports segment information in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company operates a globally consistent business model, offering custom market research to its customers in the geographic regions in which it operates. Geographic management facilitates local execution of the Company’s global strategies. However, the Company maintains global leaders for the majority of its critical business processes, and the most significant performance evaluations and resources allocations made by the Company’s chief operating decision-maker are made on a global basis. Accordingly, the Company has concluded that it has one reportable segment.

65

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

SAB No. 108 Adjustment

During the three months ended December 31, 2007, the Company identified an error related to the impact of translating goodwill attributable to its foreign acquisitions from its functional currency into U.S. Dollars, in accordance with SFAS No. 52. The Company assessed the materiality of this item on its fiscal year ended June 30, 2007, and all prior and subsequent periods, in accordance with the SEC’s SAB No. 99 and concluded that the error was not material to any such periods. The Company also concluded that had the error been adjusted within its financial statements for the three months ended December 31, 2007, the impact of such an adjustment would have been material to its financial statements for the period then ended and it would expect the error to be material to its full year fiscal 2008 results. Accordingly, in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company’s consolidated balance sheet for the fiscal year ended June 30, 2007 has been revised to correct the immaterial error and to reflect the corrected balances of goodwill and accumulated other comprehensive income as of that date. This correction resulted in an increase to goodwill and accumulated other comprehensive income of $3,912. The Company has made corresponding adjustments as appropriate to its other affected prior period consolidated financial statements included herein.

Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted

FIN No. 48

Effective July 1, 2007, the Company adopted FIN No. 48. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN No. 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Adoption of FIN No. 48 did not have a material impact on the Company’s consolidated financial statements. For further discussion regarding the impact of adoption of FIN No. 48 on the Company’s consolidated financial statements, see Note 15, “Income Taxes.”

SFAS No. 157

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157, which provides a one year deferral of the effective date of SFAS No. 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. The Company adopted SFAS No. 157 on July 1, 2008 for its financial assets and liabilities with no material impact on its consolidated financial statements. The Company will adopt SFAS No. 157 on July 1, 2009 for its non-financial assets and non-financial liabilities, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

SFAS No. 159

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted SFAS No. 159 on July 1, 2008 and did not elect the fair value option. Thus, adoption of SFAS No. 159 did not have a material impact on the Company’s consolidated financial statements.

SFAS No. 141(R)

In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS No. 141(R)”), Business Combinations, which replaces SFAS No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008. The Company will adopt SFAS No. 141(R) on July 1, 2009, and is currently evaluating the potential impact of the adoption of SFAS No. 141(R) on the Company’s consolidated financial statements.

SFAS No. 160

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — amendments of ARB No. 51. SFAS No. 160 states that accounting and reporting for minority interests will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. The Company will adopt SFAS No. 160 on July 1, 2009, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

SFAS No. 161

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company will adopt SFAS No. 161 on January 1, 2009, and does not expect that it will have a material impact on the Company’s consolidated financial statements.

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

2.   Summary of Significant Accounting Policies — (Continued)

SFAS No. 162

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles for nongovernmental entities in the United States. SFAS No. 162 is effective 60 days following SEC approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect adoption of SFAS No. 162 will have a material impact on the Company’s consolidated financial statements.

SAB No. 110

In December 2007, the SEC issued SAB No. 110, Share-Based Payment. SAB No. 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment, of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the Staff regarding the use of the “simplified” method in developing an estimate of expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to December 31, 2007. SAB No. 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after December 31, 2007. The Company currently uses the “simplified” method to estimate the expected term for share option grants, as it does not have enough historical experience to provide a reasonable estimate. The Company will continue to use the “simplified” method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB No. 110. SAB No. 110 was effective for the Company on January 1, 2008.

3.   Business Combinations

Decima Research

On August 16, 2007, the Company, along with 2144798 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (the Company’s wholly-owned, indirect subsidiary, “Canco”), and all of the stockholders of Decima Research Inc., a corporation amalgamated under the laws of Province of Ontario, Canada (“Decima”) (such stockholders, collectively, the “Decima Sellers”) entered into a Share Purchase Agreement dated August 16, 2007 (the “Decima Purchase Agreement”) pursuant to which Canco purchased 100% of the outstanding shares (the “Decima Shares”) of Decima.

This acquisition has expanded the Company’s presence in the global research market, as according to ESOMAR, the Canadian market is the seventh largest in the world. Key sectors served by Decima included financial services, telecommunications, public affairs and tourism/recreation/gaming.

The Decima Purchase Agreement provided for an aggregate up-front purchase price for the Decima Shares of CAD$22,400 (approximately US$21,300, based on the August 15, 2007 Canadian to U.S. Dollar conversion rate), less the amount of Decima interest bearing debt at the time of closing (“Closing Debt”), and subject to increase or decrease to the extent the working capital of Decima at closing (“Closing Working Capital”) exceeded or fell below a target of CAD$2,700. The Closing Debt

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

3.   Business Combinations — (Continued)

was repaid following the closing. The up-front purchase price was payable in cash, and based upon estimated Closing Debt and Closing Working Capital, resulted in a net adjusted cash up-front payment at closing of CAD$18,039 (approximately US$16,935, based on the August 15, 2007 Canadian to U.S. Dollar conversion rate). The up-front purchase price was subject to further adjustment when the amounts of Closing Debt and Closing Working Capital were finally determined post-closing, which resulted in additional purchase price of US$272. CAD$2,000 (approximately US$1,963, based on the June 30, 2008 Canadian to U.S. Dollar conversion rate) was withheld from the up-front purchase price payment and placed in escrow to secure the Decima Sellers’ representations, warranties, and covenants. 50% of the escrowed amount was released to the Decima Sellers on August 16, 2008 and the remainder, less Canco claims, will be released on November 16, 2008. Total transaction costs amounted to $952.

In addition to the up-front purchase price, the Decima Purchase Agreement provided for contingent consideration in the form of (i) a short-term earn-out payment of CAD$2,000 (approximately US$1,963, based on the June 30, 2008 Canadian to U.S. Dollar conversion rate), if Decima EBITDA, subject to certain pre-closing and closing-related credits (the “Credits”), exceeds CAD$7,540 (approximately US$7,402, based on the June 30, 2008 Canadian to U.S. Dollar conversion rate), for the period between closing and February 16, 2009, and (ii) long-term earn-out payments (“Decima Long-Term Earn-Out”), uncapped, and targeted at an aggregate of CAD$15,000 (approximately US$14,725, based on the June 30, 2008 Canadian to U.S. Dollar conversion rate), based upon achievement of Decima’s historical growth and profitability levels. The Decima Long-Term Earn-Out is measured and paid based on performance during the periods ending on each of June 30, 2008, 2009, 2010, 2011, and 2012. Contingent payments under the earn-out arrangements described above will be allocated to goodwill during the period in which it becomes probable that the contingent payments will be made. The Long-Term Earn-Out targets for the period ended June 30, 2008 were not achieved.

This acquisition was accounted for under the purchase method in accordance with SFAS No. 141 and was included in the Company’s consolidated financial statements effective August 1, 2007. The Company recorded $8,361 in goodwill, $11,858 in intangible assets and a deferred tax liability of $3,915 related to the acquisition, along with the other tangible assets acquired and liabilities assumed. The goodwill is not deductible for tax purposes. The intangible assets consisted of customer relationships, an Internet respondent database, and trade names with assigned values of $11,617, $145, and $96, respectively, and useful lives (in years) of 10, 2 and 1, respectively.

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

3.   Business Combinations — (Continued)

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	6,441
Property, plant and equipment		3,011
Goodwill		8,361
Intangible assets		11,858
Deferred tax assets		198
Total assets acquired	$	29,869
Current liabilities	$	(7,842	)
Other liabilities		(47	)
Deferred tax liability		(3,915	)
Total liabilities assumed	$	(11,804	)
Net assets acquired	$	18,065

Marketshare

On August 16, 2007, the Company’s wholly-owned subsidiary, Harris Interactive International Inc. (“HII”), Harris Interactive Asia Limited (HII’s Hong Kong wholly-owned subsidiary, “Harris Asia”), and all the stockholders of (i) Marketshare Limited, a company incorporated under the laws of Hong Kong (“Marketshare”), and (ii) Marketshare Pte Ltd, a company incorporated under the laws of Singapore (“Marketshare Pte”) (such stockholders, collectively, the “Marketshare Sellers”), entered into an Agreement Relating to the Sale and Purchase of the Entire Issued Share Capitals of Marketshare Limited and Marketshare Pte Ltd dated August 16, 2007 (the “Marketshare Purchase Agreement”), pursuant to which Harris Asia purchased 100% of the issued share capital (the “Marketshare Shares”) of Marketshare and Marketshare Pte.

This acquisition has provided access into the rapidly growing Asia/Pacific market and can serve as a platform for continued acquisitive growth in the region. Key sectors served by Marketshare included retail, financial services, technology and travel/tourism.

The Marketshare Purchase Agreement provided for an aggregate purchase price for the Marketshare Shares of $2,800 of which $2,380 was paid to the Marketshare Sellers in cash at closing, and the remaining $420 was placed in escrow to secure the Marketshare Sellers’ representations, warranties, and covenants. The escrowed amount was released to the Marketshare Sellers on August 16, 2008. Total transaction costs amounted to $206.

In addition to the up-front purchase price, the Marketshare Purchase Agreement provided for contingent consideration in the form of long-term earn-out payments (“Marketshare Long-Term Earn-Out”). Marketshare Long-Term Earn-Out payments will be due if Marketshare and Marketshare Pte achieve growth and profitability expectations with respect to periods ending June 30 of each of 2008, 2009, 2010, 2011, and 2012. Such payments are targeted to total $1,800 but are contingent and uncapped. Contingent payments under the earn-out arrangement described above will be allocated to goodwill during the period in which it becomes probable that the contingent payments will be made. The Long-Term Earn-Out target for the period ended June 30, 2008 was not achieved.

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

3.   Business Combinations — (Continued)

This acquisition was accounted for under the purchase method in accordance with SFAS No. 141 and was included in the Company’s consolidated financial statements effective August 1, 2007. The Company recorded $2,117 in goodwill, $766 in intangible assets and a deferred tax liability of $136 related to the acquisition, along with the other tangible assets acquired and liabilities assumed. The goodwill is not deductible for tax purposes. The intangible assets consisted of customer relationships and trade names with assigned values of $720 and $46, respectively, and useful lives (in years) of 10 and 0.5, respectively.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	355
Property, plant and equipment		140
Goodwill		2,117
Intangible assets		766
Other long-term assets		44
Total assets acquired	$	3,422
Current liabilities	$	(288	)
Deferred tax liability		(136	)
Total liabilities assumed	$	(424	)
Net assets acquired	$	2,998

MediaTransfer

Effective on April 1, 2007, pursuant to a Share Sale and Purchase Agreement dated March 30, 2007 (the “Purchase Agreement”) by and among the Company, HII, and the stockholders of MediaTransfer AG Netresearch & Consulting (“MediaTransfer”), a German stock corporation (such stockholders, collectively, the “MT Sellers”), HII purchased 100% of the outstanding shares of MediaTransfer (the “MT Shares”).

This acquisition has expanded the Company’s access into the European research market and enabled it to better serve its multinational clients. MediaTransfer had expertise in consumer goods, telecom, financial services and pharmaceutical research.

The aggregate purchase price for the MT Shares was € 9,000 ($12,042, based on the March 30, 2007 Euro to U.S. Dollar conversion rate), of which €8,100 was paid to the MT Sellers in cash at closing, and the remaining € 900 was placed in escrow. The purchase price was subject to adjustment in accordance with a formula set forth in the Purchase Agreement if the net working capital of MediaTransfer at closing, as finally determined post-closing, exceeded or fell below certain specified amounts as of the closing date. No actual adjustment was required. The escrowed amount secured representations and covenants of the MT Sellers contained in the Purchase Agreement and, absent claims by HII, was released to the MT Sellers in stages ending August 31, 2008. Total transaction costs amounted to $238.

This acquisition was accounted for under the purchase method in accordance with SFAS No. 141 and was included in the Company’s financial statements commencing on April 1, 2007. The Company

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

3.   Business Combinations — (Continued)

recorded $7,972 in goodwill, $2,177 in intangible assets and a deferred tax liability of $854 related to the acquisition, along with the other tangible assets acquired and liabilities assumed. The goodwill is not deductible for tax purposes. The intangible assets consisted of customer relationships, Internet panel, trade names and covenants not to compete with assigned values of $1,600, $531, $29 and $17, respectively, and useful lives (in years) of 6, 2, 0.5 and 2, respectively.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Current assets	$	4,066
Property, plant and equipment		204
Goodwill		7,972
Intangible assets		2,177
Other long-term assets		145
Deferred tax assets		223
Total assets acquired	$	14,787
Current liabilities	$	(1,653	)
Deferred tax liability		(854	)
Total liabilities assumed	$	(2,507	)
Net assets acquired	$	12,280

Unaudited pro forma results of operations of the Company for the periods prior to the dates of the three acquisitions noted above are not presented herein for the fiscal years ended June 30, 2008, 2007 or 2006, as these acquisitions were not material based upon the criteria outlined in SFAS No. 141.

4.   Restructuring Charges

Fiscal 2008

During the fourth quarter of fiscal 2008, the Company took certain actions designed to align the cost structure of its U.K. operations with the evolving operational needs of that business. Specifically, the Company reduced headcount at its U.K. facilities by 18 full-time employees and incurred $544 in one-time termination benefits, all of which will involve cash payments. The reduction in staff was communicated to the affected employees in June 2008. All actions were completed by July 31, 2008 and the Company expects that the related cash payments will be completed by September 2008.

The U.K. restructuring described above follows separate actions taken by the Company at various times during the fourth quarter of fiscal 2008 to strategically reduce headcount at several of its U.S. facilities by a total of 24 full-time equivalents as a result of which the Company incurred $512 in one-time termination benefits, all of which involved cash payments. The reduction in staff was communicated to the affected employees in April 2008. Additionally, the Company took steps to reduce costs associated with its U.S. operations by reducing leased space at its Cincinnati, Ohio facility. The Company incurred $135 in contract termination charges related to the remaining operating lease obligation, all of which involved cash payments. All actions associated with these headcount and leased space reductions were completed in April and May 2008, respectively, and the Company

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

4.   Restructuring Charges — (Continued)

expects that the related cash payments will be completed by October 2008 and April 2009, respectively.

During the third quarter of fiscal 2008, the Company recorded $1,138 in restructuring charges directly related to its decisions made at various times during the quarter to close its telephone center in Orem, Utah by March 2008, strategically reduce headcount, and reduce leased space at its Grandville, Michigan and Norwalk, Connecticut offices. Each decision was designed to better align the Company’s cost structure with the evolving operational needs of the business.

In connection with the Orem closure, the Company reduced its headcount by 26 full-time equivalents and incurred $166 in one-time termination benefits. The reduction in staff was communicated to the affected employees in January 2008. Additionally, the Company incurred $120 in contract termination charges related to the remaining operating lease obligation. All actions were completed by March 31, 2008 and involved cash payments, which were completed in August 2008.

An additional headcount reduction of 15 full-time equivalents occurred in February 2008 and resulted in $334 in one-time termination benefits, all of which involved cash payments. All actions associated with this headcount reduction were completed in February 2008, and cash payments in connection with the one-time termination benefits will be completed by September 2008.

In connection with the leased space reductions in Grandville and Norwalk, the Company incurred $518 in contract termination charges related to the remaining operating lease obligations, all of which involved cash payments. All actions associated with the space reductions were completed in March 2008. Cash payments in connection with the remaining lease obligations will be completed by April 2015.

Fiscal 2007

During the fourth quarter of fiscal 2007, the Company recorded $337 in restructuring charges directly related to a facilities consolidation and headcount reduction, both designed to ensure the alignment of its cost structure with the operational needs of the business. The Company negotiated an amendment to the lease agreement for its Reston, Virginia office, terminating the Company’s lease with respect to a portion of its space in exchange for a payment of $230 to the landlord, subject to conditions which have since been met. As a result of the amendment, the Company’s lease obligation over the remaining term of the lease will be reduced by approximately $500 from the initial lease, which when offset against the payment to the landlord for the space reduction noted above, will result in anticipated net savings of approximately $300 over the remaining lease term.

The Company also reduced the staff of its U.S. operations by 6 full-time equivalents and incurred $107 in severance charges, all of which involved cash payments. The reduction in staff was communicated to the affected employees during the fourth quarter of fiscal 2007. All actions in the plan were completed by June 30, 2007. Cash payments in connection with the plan were completed in December 2007.

Fiscal 2006

During the fourth quarter of fiscal 2006, the Company recorded $250 in restructuring charges directly related to certain actions designed to align the cost structure of its U.K. operations with the operational needs of that business. Management developed a formal plan that included the closure of

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

4.   Restructuring Charges — (Continued)

two facilities in Macclesfield and Stockport and consolidation of those operations into the Company’s Hazel Grove location. This facilities consolidation was completed by June 30, 2006 at a cost of $59, the majority of which represented cash payments on the remaining lease commitment for the Macclesfield facility. Additionally, the Company classified the Stockport facility and the related property, plant and equipment as assets held for sale in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. On December 29, 2006, the Company completed the sale of the Stockport facility and the related property, plant and equipment for total cash consideration of $1,273, which resulted in a gain of $410. The gain is recorded under “Gain on sale of assets” in the Company’s consolidated statement of operations for the fiscal year ended June 30, 2007.

In connection with the facilities consolidation discussed above, the Company reduced the staff of the affected operations by 15 full-time equivalents and as a result, incurred $191 in severance charges, all of which involved cash payments. The reduction in staff was communicated to the affected employees during the fourth quarter of fiscal 2006. All actions in the plan were completed by June 30, 2006. Cash payments in connection with the plan were completed in August 2007.

The following table summarizes activity with respect to the reserves for the restructuring plans and activities described above:

	Balance,													Balance,
	July 1,		Costs					Cash			Non-Cash			June 30,
	2007		Incurred		Reversals			Payments			Settlements			2008
Fiscal 2008 Activities
Severance payments	$	—	$	1,556	$	(65	)	$	(821	)	$	—		$	670
Lease commitments		—		771		—			(169	)		(32	)		570
Remaining reserve	$	—	$	2,327	$	(65	)	$	(990	)	$	(32	)	$	1,240
Fiscal 2007 Plan
Severance payments	$	62	$	—	$	—		$	(62	)	$	—		$	—
Lease commitments		—		—		—			—			—			—
Remaining reserve	$	62	$	—	$	—		$	(62	)	$	—		$	—
Fiscal 2006 Plan
Severance payments	$	—	$	—	$	—		$	—		$	—		$	—
Lease commitments		25		—		—			(25	)		—			—
Remaining reserve	$	25	$	—	$	—		$	(25	)	$	—		$	—
Total of all restructuring plans and activities	$	87	$	2,327	$	(65	)	$	(1,077	)	$	(32	)	$	1,240

5.   Discontinued Operations

Rent and Recruit

During the fourth quarter of fiscal 2007, the Company committed to a plan to sell its Rent and Recruit business (“Rent and Recruit”). Based upon the Company’s review and assessment of Rent and Recruit’s net assets, the book values of its remaining net assets approximated their estimated fair value.

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

5.   Discontinued Operations — (Continued)

The Company classified Rent and Recruit as a discontinued operation, consistent with the provisions of SFAS No. 144. At June 30, 2007, the Company was in the process of identifying potential buyers or other interested parties and discussing a possible transaction with them. On August 23, 2007, the sale of Rent and Recruit was completed.

The results of operations, net of taxes, and the carrying value of the assets and liabilities of Rent and Recruit are reflected in the accompanying consolidated financial statements as discontinued operations, assets held for sale and liabilities held for sale, respectively. All prior periods presented were reclassified to conform to this presentation. These reclassifications of the prior period consolidated financial statements did not impact total assets, liabilities, stockholders’ equity, net income or cash flows.

The revenues and income attributable to Rent and Recruit and reported in discontinued operations were as follows for the fiscal years ended June 30:

	2008			2007		2006
Revenue from services	$	479		$	3,546	$	3,827
Income (loss) from discontinued operations before income taxes		(29	)		188		401
Gain on sale of discontinued operations before income taxes		220			—		—
Provision for income taxes		67			66		141
Income from discontinued operations, net of tax	$	124		$	122	$	260

The following assets and liabilities of Rent and Recruit were reported as assets and liabilities held for sale in the accompanying consolidated balance sheet for the fiscal year ended June 30:

	2007
Accounts receivable	$	535
Unbilled receivables		28
Prepaid expenses and other current assets		17
Property, plant and equipment, net		50
Goodwill		396
Deferred tax assets		48
Assets held for sale	$	1,074
Accounts payable	$	(212	)
Accrued expenses		(57	)
Deferred revenue		(61	)
Liabilities held for sale	$	(330	)

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HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

5.   Discontinued Operations — (Continued)

6.   Marketable Securities

At June 30, marketable securities consisted of the following:

	2008				2007
	Cost		Fair Value		Cost		Fair Value
Type of issue:
Auction rate securities	$	—	$	—	$	3,000	$	3,000
Corporate bonds		—		—		920		919
Government securities		—		—		500		499
Total available-for-sale securities	$	—	$	—	$	4,420	$	4,418

There were no gross unrealized gains or losses on available-for-sale securities at June 30, 2008. Gross unrealized gains and losses on available-for-sale securities at June 30, 2007 were $0 and $1, respectively.

The cost and fair value of available-for-sale securities at June 30, by contractual maturity, were as follows:

	2008				2007
	Cost		Fair Value		Cost		Fair Value
Maturity date:
Due in one year or less	$	—	$	—	$	1,420	$	1,418
Due after one year through three years		—		—		—		—
Due after greater than three years		—		—		3,000		3,000
Total available-for-sale securities	$	—	$	—	$	4,420	$	4,418

Realized gains or losses from sales of available-for-sale securities during the fiscal year ended June 30, 2008 were $0 and $2, respectively. There were no realized gains or losses from of sales available-for-sale securities during the fiscal year ended June 30, 2007.

7.  Property, Plant and Equipment

At June 30, property, plant and equipment consisted of the following:

	2008			2007
Furniture and fixtures	$	7,640		$	5,466
Equipment		35,633			28,494
Leasehold improvements		12,609			8,870
		55,882			42,830
Accumulated depreciation		(43,929	)		(32,928	)
	$	11,953		$	9,902

Depreciation expense on property, plant and equipment amounted to $5,087, $3,966 and $4,217 for the fiscal years ended June 30, 2008, 2007 and 2006, respectively.

76

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

8.   Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended June 30, 2006, 2007 and 2008 were as follows:

Balance at June 30, 2006	$	105,820
Acquisition of MediaTransfer AG during the quarter ended June 30, 2007 (Note 3)		8,391
Goodwill attributable to Rent and Recruit business (Note 5)		(396	)
Prior period purchase accounting adjustment of deferred taxes		105
Fiscal 2007 impact of SAB 108 adjustment (Note 2)		1,546
Balance at June 30, 2007	$	115,466
Acquisition of Decima Research, Inc. (Note 3)		8,034
Acquisition of Marketshare (Note 3)		2,109
Foreign currency translation adjustments		3,680
Purchase accounting adjustments related to MediaTransfer, Decima and Marketshare acquisitions (Note 3)		30
Prior period purchase accounting adjustment of deferred taxes		(17	)
Goodwill impairment charge (Note 2)		(86,497	)
Balance at June 30, 2008	$	42,805

9.   Acquired Intangible Assets Subject to Amortization

At June 30, acquired intangible assets subject to amortization consisted of the following:

	2008
	Weighted-Average		Gross				Net
	Useful Amortization		Carrying		Accumulated		Book
	Period (In Years)		Amount		Amortization		Value
Contract-based intangibles		3.4	$	1,770	$	1,763	$	7
Internet respondent database		7.1		3,617		1,682		1,935
Customer relationships		9.6		22,231		4,594		17,637
Trade names		16.1		5,364		1,641		3,723
Total			$	32,982	$	9,680	$	23,302

	2007
	Weighted-Average		Gross				Net
	Amortization Period		Carrying		Accumulated		Book
	(In Years)		Amount		Amortization		Value
Contract-based intangibles		3.4	$	1,761	$	1,751	$	10
Internet respondent database		8.0		2,341		783		1,558
Customer relationships		9.2		8,430		2,271		6,159
Trade names		17.1		5,033		972		4,061
Total			$	17,565	$	5,777	$	11,788

77

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

9.   Acquired Intangible Assets Subject to Amortization — (Continued)

	2008		2007		2006
Aggregate amortization expense:
For the fiscal year ended	$	3,441	$	1,430	$	1,742
Estimated amortization expense for the fiscal years ending June 30,:
2009	$	3,250
2010	$	2,932
2011	$	2,926
2012	$	2,926
2013	$	2,793
Thereafter	$	8,475

10.   Accrued Expenses

At June 30, accrued expenses consisted of the following:

	2008		2007
Panelist incentives	$	4,776	$	5,357
Bonuses		2,420		3,353
Payroll and withholding expenses		3,305		2,688
Accrued vacation		2,304		1,544
Other		12,806		9,256
	$	25,611	$	22,198

“Other” consists of accrued expenses that are individually less than 5% of total current liabilities.

11.   Borrowings

Credit Facility

On September 21, 2007, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and the Lenders party thereto. Pursuant to the Credit Agreement, the Lenders made available $100,000 in credit facilities (the “Credit Facilities”) in the form of a revolving line of credit (“Revolving Line”), a term loan (“Term Loan”), and a multiple advance term loan commitment (“Multiple Advance Commitment”).

The Revolving Line enables the Company to borrow, repay, and re-borrow up to $25,000 principal outstanding at any one time, with a $10,000 sub-limit for issuance of letters of credit. The full amount of the Term Loan (“Term Loan A”) was made in a single advance of $12,000 at the time of closing of the Credit Facilities. The Multiple Advance Commitment enables the Company to borrow up to an aggregate of $63,000 in one or more advances, and $19,825 (“Term Loan B”) and $2,800 (“Term Loan C”) were advanced at closing. Existing letters of credit in the face amount of $196 also were treated as if issued under the Revolving Line. In addition, the Credit Agreement permits the Company to request increases in the Revolving Line up to an additional $25,000 of availability, subject to

78

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

11.   Borrowings — (Continued)

discretionary commitments by the then Lenders and, if needed, additional lenders. The Credit Facilities replaced existing credit arrangements with JPMorgan. In connection with entering into the Credit Agreement, the Company incurred $486 of debt issuance costs, which are being amortized to interest expense over the term of the Credit Facilities.

Outstanding amounts under the Credit Facilities accrue interest, as elected by the Company, at either (a) the greater of the Administrative Agent’s Prime Rate or the Federal Funds Rate plus 0.5%, or (b) the Adjusted LIBOR interest rate plus a spread of between 0.625% and 1.00% depending upon the Company’s leverage ratio as measured quarterly. In addition, the Lenders receive a commitment fee ranging from 0.10% to 0.175%, depending upon the Company’s leverage ratio, quarterly in arrears based on average unused portions of the full committed amount of the Credit Facilities. Accrued interest is payable quarterly in arrears, or at the end of each applicable LIBOR interest rate period, but at least every three months, with respect to borrowings for which the Adjusted LIBOR interest rate applies.

All outstanding amounts under the Credit Facilities are due and payable in full on September 21, 2012 (the “Maturity Date”). On the last day of each quarter, principal payments of $600 each are due and payable with respect to the Term Loan, and principal payments equal to 5% of each borrowing made under the Multiple Advance Commitment also are due and payable. Borrowings are freely prepayable, subject to break funding payments for prepayments during Adjusted LIBOR interest periods. At June 30, 2008, the required principal repayments of Term Loans A, B and C for the five succeeding fiscal years were as follows:

	Term Loan A		Term Loan B		Term Loan C		Total
2009	$	2,400	$	3,965	$	560	$	6,925
2010		2,400		3,965		560		6,925
2011		2,400		3,965		560		6,925
2012		2,400		3,965		560		6,925
2013		600		992		139		1,731
	$	10,200	$	16,852	$	2,379	$	29,431

The Company has elected the LIBOR interest rate on amounts outstanding under Term Loans A, B and C. At June 30, 2008, the applicable LIBOR interest rate was 2.80%. The additional spread based on the Company’s leverage ratio on June 30, 2008 was 0.875%. However, the aggregate rate paid by the Company was modified by the interest rate swap agreement described below.

The Credit Agreement contains customary representations, default provisions, and affirmative and negative covenants, including among others prohibitions of dividends, sales of certain assets and mergers, and restrictions related to acquisitions, indebtedness, liens, investments, share repurchases and capital expenditures. The Credit Agreement requires the Company to maintain a consolidated interest coverage ratio of at least 3.0 to 1.0, and a consolidated leverage ratio of 2.5 to 1.0 or less. At June 30, 2008, the Company was in compliance with all covenants under the Credit Agreement.

The Company may freely transfer assets and incur obligations among its domestic subsidiaries that are guarantors of its obligations related to the Credit Facilities, and its first tier foreign subsidiaries with respect to which it has delivered pledges of 66% of the outstanding stock and membership interests, as applicable, in favor of the Lenders. On the date of closing of the Credit Facilities, the

79

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

11.   Borrowings — (Continued)

Company’s domestic subsidiaries, Louis Harris & Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive International Inc., Harris International Asia, LLC, and The Wirthlin Group International, L.L.C., guaranteed the Company’s obligations under the Credit Facilities.

Interest Rate Swap

Effective September 21, 2007, the Company entered into an interest rate swap agreement with JPMorgan, which effectively fixed the floating LIBOR interest portion of the rates on the amounts outstanding under Term Loans A, B and C at 5.08% through September 21, 2012. The three-month LIBOR rate received on the swap matches the base rate paid on the term loan since both use three-month LIBOR. The swap had an initial notional value of $34,625 which declines as payments are made on Term Loans A, B and C so that the amount outstanding under those term loans and the notional amount of the swap are always equal. The swap had a notional amount of $29,431 at June 30, 2008, which was the same as the outstanding amount of the term loans. The additional spread applicable to the interest rates based on the Company’s leverage ratio at June 30, 2008 was 0.875%, resulting in an aggregate interest rate based upon the Company’s leverage ratio at June 30, 2008 of 5.955%.

The Company accounts for the swap as a cash flow hedge in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires all derivatives, whether designated as hedges or not, to be recorded on the balance sheet at fair value. Since the swap qualifies as a cash flow hedge under SFAS No. 133, changes in the fair value of the swap will be recorded in other comprehensive income as long as the swap continues to effectively hedge the base interest rate risk on the term loans. Any ineffective portion of changes in the fair value of the hedge will be recorded in earnings. At June 30, 2008, there was no ineffective portion of the hedge as defined under SFAS No. 133.

12.   Stockholders’ Equity

Common Stock

100,000,000 shares of common stock are authorized by the Company’s Certificate of Incorporation, as amended in fiscal 2000.

Share Repurchase Program

Pursuant to the Company’s Repurchase Program authorized by its Board on May 3, 2006, as amended on January 31 and May 2, 2007, the Company repurchased 10,323,970 shares of its common stock at an average price per share of $5.52 for an aggregate purchase price of $57,000. All repurchased shares were subsequently retired.

The Repurchase Program expired on December 31, 2007. The Company did not repurchase any shares of its common stock under the Repurchase Program during the fiscal year ended June 30, 2008.

Restricted Stock Award Withholdings

The Company issues restricted stock awards as part of its Long Term Incentive Plan. For certain of the restricted stock awards granted, the number of shares released on the date the restricted stock awards vest is net of the statutory withholding requirements that the Company pays to the appropriate taxing authorities on behalf of its employees. The shares repurchased to satisfy the statutory withholding requirements are immediately retired.

80

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

12.   Stockholders’ Equity — (Continued)

Stockholder Rights Plan

On March 11, 2005, the Company’s Board of Directors adopted a stockholder rights plan, as set forth in the Rights Agreement, dated March 11, 2005 (the “Rights Agreement”). Under the Rights Agreement, the Board of Directors declared a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, par value $.001 per share, to stockholders of record as of the close of business on March 29, 2005 (the “Record Date”). In addition, one Right automatically attaches to each share of common stock issued between the Record Date and the Distribution Date (defined below). Each Right entitles the holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of the Company’s Series A Preferred Stock, par value $.01 per share, at a cash exercise price of $27.48 per Unit, subject to adjustment under certain conditions specified in the Rights Agreement. The Rights will separate from the common stock and will become exercisable only when a public announcement has been made that a person or group acquires beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock (an “Acquiring Person”), other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder, or ten days after a person commences, or publicly announces the intention to commence (which intention to commence remains in effect for five business days after such announcement), a tender offer or exchange offer that could result in the person or group becoming an Acquiring Person and that is not terminated within such ten-day period (the earlier of such dates being referred to as the “Distribution Date”). If a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person and certain of its related parties, whose Rights become null and void) will be entitled to receive upon exercise of each Right that number of Units equal to $27.48 (as adjusted) multiplied by the number of Units for which the Right is then exercisable, divided by 50% of the then current per share market price of the Company’s common stock. If there are insufficient shares of preferred stock to permit full exercise of all of the Rights, holders of Rights may instead receive shares of the Company’s common stock, other securities, cash or property, or a combination thereof. If, at any time after a person or group becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction with an Acquiring Person or certain other types of transaction specified in the Rights Agreement, each holder of a Right (other than the Acquiring Person and certain of its related parties, whose Rights become null and void) will be entitled to receive upon exercise of each Right, in lieu of shares of preferred stock, that number of shares of the common stock of the surviving entity equal to $27.48 (as adjusted) multiplied by the number of Units for which the Right is then exercisable, divided by 50% of the then current per share market price of the surviving entity’s common stock.

The Rights are not exercisable until a Distribution Date occurs and will expire on March 11, 2015, unless earlier terminated or redeemed by the Company in accordance with the Rights Agreement. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including without limitation, no right to vote or receive dividends. The Rights Agreement will be reviewed and evaluated at least once every three years by a “TIDES Committee” of independent directors. During fiscal 2007, the TIDES Committee reviewed the Rights Agreement and recommended no changes to it.

13.   Stock-Based Compensation

As discussed in Note 2, the Company adopted SFAS No. 123(R) on July 1, 2005 using the modified prospective approach.

81

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

13.   Stock-Based Compensation — (Continued)

The Company adopted a Long Term Incentive Plan in 1999, amended in November 2004 (“1999 Incentive Plan”), and a 2007 Long Term Incentive Plan (“2007 Incentive Plan”). The 1999 Incentive Plan and the 2007 Incentive Plan are collectively called the “Incentive Plans”. In addition, in 2001 as part of its acquisition of Total Research Corporation the Company also assumed certain options previously issued by that company under its incentive plans (“Total Plans”). The Company also adopted an Employee Stock Purchase Plan in 1999, amended in November 2004 (“1999 ESPP”), and a 2007 Employee Stock Purchase Plan (“2007 ESPP”). The 1999 ESPP and the 2007 ESPP are collectively called the “ESPPs”. The Company adopted a Harris Interactive UK Limited Share Incentive Plan (“SIP”) which commenced in January 2008. The Company has also issued stock options to certain new employees outside the Incentive Plans.

For the fiscal years ended June 30, 2008, 2007 and 2006, the Company recorded stock-based compensation expense for the cost of stock options and restricted stock issued under the Incentive Plans, Total Plans, stock options issued to new employees outside the Incentive Plans and shares issued under the ESPPs of $4,091, $3,787 and $3,141, respectively. The Company’s expensing of stock-based compensation decreased both its basic and diluted net income per share by $0.08, $0.07 and $0.05 for the fiscal years ended June 30, 2008, 2007 and 2006, respectively. Any potential tax benefits associated with incentive stock options are recognized if and when the Company receives a tax deduction associated with the options. Accordingly, due to the timing of the recognition of the tax benefit versus the related stock-based compensation expense, the Company’s effective tax rate was increased for the fiscal years ended June 30, 2008, 2007 and 2006.

The Company did not capitalize stock-based compensation expense as part of the cost of an asset for any periods presented. The following table illustrates the stock-based compensation expense included in the Company’s consolidated statements of operations for the fiscal years ended June 30:

	2008		2007		2006
Cost of services	$	184	$	97	$	95
Sales and marketing		352		195		204
General and administrative		3,555		3,495		2,842
	$	4,091	$	3,787	$	3,141

The Company determines the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. Expected volatilities are based on historical volatilities from daily share price observations for the Company’s stock covering a period commensurate with the expected term of the options granted. The Company has elected to use the “simplified” method as permitted by SAB No. 110 for purposes of determining the expected life of options when granted. The risk-free interest rate is based on the implied yield available at the time the options were granted on U.S. Treasury zero coupon issues with a remaining term equal to the expected life of the options when granted. The expected dividend yield is based on the Company’s historical practice of electing not to pay dividends to its shareholders.

Long Term Incentive Plans

The Company maintains the Incentive Plans, nonqualified and incentive stock option and stock awards plans that enable key employees and directors of the Company to purchase and receive shares of common stock of the Company. The Company grants options to purchase its common stock

82

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

13.   Stock-Based Compensation — (Continued)

at an exercise price equal to the fair market value as of the date of grant. Options generally vest over a period of up to four years for employees and three years for directors, and expire after ten years from the date of grant or earlier, if in connection with termination of employment or service as a director. Vesting of options is accelerated upon a change in control. In addition, the Incentive Plans also allow for the issuance of restricted stock awards, which the Company began issuing in fiscal 2006. Restricted stock awards generally vest over a period of up to four years for employees and one year for directors, and any unvested portion forfeits upon termination of employment or service as a director. Certain restricted stock awards vest only upon achievement of performance targets.

The Company has registered a total of 10,250,000 shares of common stock for issuance under the Incentive Plans. At June 30, 2008, 3,284,570 shares were unissued and available for grant under the Incentive Plans.

Options Issued Outside the Incentive Plans

During fiscal 2008, the Company registered an additional 92,018 shares for issuance upon exercise of non-qualified stock options that were issued in connection with the acquisition of its Canadian operations to the president of those operations, Bruce A. Anderson.

During fiscal 2006, the Company registered an additional 350,000 shares for issuance upon exercise of non-qualified stock options that were issued in connection with the hiring of its Chief Financial Officer, Ronald E. Salluzzo.

Investor Stock Options

At June 30, 2008 and 2007, the Company had outstanding non-qualified investor options to acquire 88,887 shares of its common stock that were issued in connection with the Company’s acquisition of Novatris SA in March 2004. Investor options are not included as options under the Company’s Incentive Plans.

Summary of Options and Restricted Stock Award Status

The following table provides a summary of the status of the Company’s employee stock options (including options issued under the Incentive Plans and Total Plans, as well as options issued outside the Incentive Plans to new employees) for the fiscal years ended June 30:

	2008					2007					2006
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Options outstanding at July 1		5,576,373		$	5.34		6,150,034		$	5.41		5,928,222		$	6.14
Granted		775,314			4.17		652,500			5.54		851,333			4.99
Forfeited		(511,515	)		4.20		(751,591	)		7.31		(414,200	)		6.73
Exercised		(36,000	)		0.47		(474,570	)		3.46		(215,321	)		2.53
Options outstanding at June 30		5,804,172		$	5.32		5,576,373		$	5.34		6,150,034		$	5.41

83

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

13.   Stock-Based Compensation — (Continued)

The total intrinsic value of options exercised during the fiscal years ended June 30, 2008, 2007 and 2006 was $137, $1,107 and $551, respectively.

The following weighted-average assumptions were used to value options granted by the Company during the fiscal years ended June 30:

	2008			2007			2006
Risk-free interest rate		4.2	%		4.6	%		4.6	%
Weighted-average expected life (in years)		6.3			6.3			6.3
Volatility factor		59	%		63	%		80	%
Dividend yield		—			—			—
Weighted-average fair value	$	2.48		$	3.50		$	3.63

Cash received from the exercise of employee stock options was $17, $1,640 and $545, respectively, for the fiscal years ended June 30, 2008, 2007 and 2006, respectively.

The following table summarizes stock options under the Company’s stock option plans (including options issued under the Incentive Plans and Total Plans, as well as options issued outside the Incentive Plans to new employees) at June 30, 2008:

	Options Outstanding									Options Exercisable
			Weighted-									Weighted-
			Average		Weighted-							Average		Weighted
			Remaining		Average		Aggregate					Remaining		Average		Aggregate
Range of	Number of		Contractual		Exercise		Intrinsic			Number of		Contractual		Exercise		Intrinsic
Exercise Prices	Options		Life (In Years)		Price		Value			Options		Life (In Years)		Price		Value
$ 1.26 – 2.42		498,452		4.1	$	2.27					465,952		3.7	$	2.25
3.00 – 4.98		2,132,013		7.0		4.28					1,169,667		5.7		4.26
5.00 – 6.38		1,792,706		7.5		5.58					1,087,135		7.1		5.63
6.56 – 8.57		1,241,001		5.8		7.31					1,174,333		5.8		7.32
11.00		140,000		1.7		11.00					140,000		1.7		11.00
		5,804,172		6.5	$	5.32	$	(19,192	)		4,037,087		5.7	$	5.52	$	(14,172	)

The following table provides a summary of the status of the Company’s employee and director restricted stock awards for the fiscal years ended June 30:

	2008					2007					2006
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Grant Date					Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
Restricted shares outstanding at July 1		200,622		$	5.63		116,333		$	5.05		—		$	—
Granted		673,925			3.61		209,135			6.00		140,500			5.07
Forfeited		(197,020	)		4.22		(5,028	)		6.53		—			—
Vested		(121,953	)		5.12		(119,818	)		5.67		(24,167	)		5.15
Restricted shares outstanding at June 30		555,574		$	3.79		200,622		$	5.63		116,333		$	5.05

84

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

13.   Stock-Based Compensation — (Continued)

At June 30, 2008, 168,750 of the outstanding employee restricted stock awards consist of awards that vest with the achievement of certain performance targets for any consecutive four quarter period over the next four years. 37,000 employee restricted stock awards were forfeited on August 31, 2008 for failure to meet certain performance targets by June 30, 2008.

At June 30, 2008, unamortized stock-based compensation expense for stock options and restricted stock awards issued and outstanding at June 30, 2008 will be recognized during the fiscal years ending June 30 as follows:

			Restricted
	Stock		Stock
	Options		Awards		Total
2009	$	2,275	$	588	$	2,863
2010		1,374		472		1,846
2011		821		379		1,200
2012		72		70		142
Total	$	4,542	$	1,509	$	6,051
Weighted-average vesting period (in years)		2.6		3.1		2.8

Employee Stock Purchase Plans

The Company registered 500,000 shares of common stock in March 2000, and an additional 500,000 shares in both November 2004 and October 2007, for issuance under the Company’s ESPPs. The ESPPs provide employees with an opportunity to purchase the Company’s common stock through payroll deductions. Under the ESPPs, the Company’s employees may purchase, subject to certain restrictions, shares of common stock at the lesser of 85% of the fair value at either the beginning or the end of each six month offering period. During fiscal years 2008, 2007 and 2006, employees purchased 233,491, 142,310 and 142,126 shares of common stock through the ESPPs, respectively.

The ESPPs are considered compensatory under SFAS No. 123(R) and thus, a portion of the cost related to the July and January offerings under the ESPPs are included in the Company’s stock-based compensation expense for the fiscal years ended June 30, 2008, 2007 and 2006.

The fair value of the July and January offerings under the ESPP were determined on the date of grant using the Black-Scholes option-pricing model. Expected volatility was determined based on the historical volatility from daily share price observations for the Company’s stock covering a period commensurate with the expected life of the rights under the ESPPs. The risk-free interest rate is based on the implied yield currently available at the time the rights under the ESPPs were granted on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life of the rights under the ESPPs when granted. The expected dividend yield is based on the Company’s historical practice of electing not to pay dividends to its shareholders.

85

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

13.   Stock-Based Compensation — (Continued)

The following weighted-average assumptions were used to value rights under the ESPPs for the July and January offerings for the fiscal years ended June 30:

	2008			2007			2006
Risk-free interest rate		3.8	%		5.0	%		3.9	%
Weighted-average expected life (in years)		0.5			0.5			0.5
Volatility factor		51	%		40	%		51	%
Dividend yield		—			—			—
Weighted-average fair value	$	1.33		$	1.37		$	1.32

U.K. employees may purchase the Company’s common stock pursuant to the SIP through a payroll deduction with no discount to the market price. Employees are entitled to receive three matching shares for every seventeen shares purchased under the SIP. The SIP has been deemed non-compensatory subject to the provisions of SFAS No. 123(R) and, therefore, no stock-based compensation costs were recognized for fiscal 2008.

14.   401(k) Plan

The Company established a 401(k) Plan (the “Plan”) effective January 1, 1995. Eligible employees may begin to participate in the Plan the first of the month following their date of hire, but are not eligible to receive employer matching contributions, if any, until the first of the calendar quarter following one anniversary year of service during which they have worked at least 1,000 hours.

Participants may contribute from 1% to 60% of compensation up to federally established limitations. Employer matching contributions are discretionary, and were made in the form of Company stock through March 31, 2008. The Company made a matching contribution in cash on June 30, 2008, and expects to make all future matching contributions in cash. Matching contribution expense incurred by the Company during the fiscal years ended June 30, 2008, 2007 and 2006 was $1,311, $1,298, and $1,166, respectively.

15.   Income Taxes

For the fiscal years ended June 30, the U.S. and Foreign components of income (loss) from continuing operations before income taxes were as follows:

	2008			2007		2006
U.S.	$	(55,612	)	$	11,410	$	15,065
Foreign		(29,791	)		2,863		340
	$	(85,403	)	$	14,273	$	15,405

86

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

15.   Income Taxes — (Continued)

For the fiscal years ended June 30, the provision (benefit) for income taxes for continuing operations consisted of the following:

	2008			2007		2006
Current:
Federal	$	853		$	1,273	$	279
State		412			802		402
Foreign		493			583		306
	$	1,758		$	2,658	$	987
Deferred:
Federal	$	(700	)	$	2,459	$	6,225
State		(511	)		156		(235	)
Foreign		(1,208	)		46		(772	)
	$	(2,419	)	$	2,661	$	5,218
	$	(661	)	$	5,319	$	6,205

The provision (benefit) for income taxes for continuing operations differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate to income from continuing operations before income taxes as follows:

	2008			2007			2006
Provision at federal statutory rate	$	(29,891	)	$	4,996		$	5,392
State income tax provision, net of federal effect		(64	)		817			921
Unremitted earnings and rate differential of foreign subsidiaries		(114	)		(275	)		221
Stock-based compensation		458			386			539
Change in valuation allowance		493			(998	)		(1,036	)
Non-deductible portion of goodwill impairment charge		28,176			—			—
Other		281			393			168
	$	(661	)	$	5,319		$	6,205

87

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

15.   Income Taxes — (Continued)

At June 30, deferred tax assets (liabilities) consisted of the following:

	2008			2007
Operating loss carryforwards	$	12,199		$	14,059
Internet database development expenses		1,023			1,133
Stock-based compensation		2,162			1,338
HIpoints accrual		1,463			1,724
Capital loss carryforward		640			835
Goodwill		574			—
Accrued expenses		818			204
Other		2,118			1,355
Gross deferred tax assets		20,997			20,648
Valuation allowance		(1,289	)		(796	)
		19,708			19,852
Goodwill		—			(1,561	)
Other intangibles		(5,178	)		(1,768	)
Gross deferred tax liabilities		(5,178	)		(3,329	)
Net deferred tax assets	$	14,530		$	16,523

At June 30, 2008, the Company had U.S. federal and various state net operating loss carryforwards of $31,624 that will begin to expire in 2021.

Under existing Federal tax laws, Internal Revenue Code Section 382 provides for an annual limitation on the utilization of federal operating loss and tax credit carryforwards generated prior to certain ownership changes. The Company’s acquisition of Total Research Corporation in November 2001 resulted in an ownership change for federal income tax purposes and accordingly, this could limit the Company’s ability to use its federal operating loss and tax credit carryforwards in future years. As of June 30, 2008, of the Company’s total federal operating loss carryover, approximately $30,300 is subject to an annual limitation under Internal Revenue Code Section 382.

Harris Interactive Europe, the Company’s wholly owned subsidiary, had operating loss carryforwards in the United Kingdom of $1,989, all of which have no expiration. A valuation allowance of $557 was recorded against the portion of the deferred tax asset related to the United Kingdom operating loss carryforwards for which management believes that it is not more likely than not that the related deferred tax asset will be realized. In accordance with SFAS No. 109, to the extent acquired tax benefits (such as operating loss carryforwards) are not recognized at the acquisition date, the subsequent recognition of those benefits are applied (a) first to reduce to zero any goodwill related to the acquisition, (b) second to reduce to zero other noncurrent intangible assets related to the acquisition, and (c) third to reduce income tax expense. Acquired tax benefits of $395 associated with operating loss carryforwards of our wholly-owned subsidiaries, Wirthlin and Telegen UK Limited, have not yet been recognized.

The sale of the Company’s Japanese operations during fiscal 2005 resulted in a capital loss carryover of $3,305 for U.S. tax purposes, which expires if not utilized by June 30, 2010. Although a valuation allowance was initially recorded against the related deferred tax asset for fiscal 2007 and 2006, management determined that it was more likely than not that a portion of the deferred tax asset associated with this carryover would be realized during the carryover period. As such, a portion of the valuation allowance was reversed in the fourth quarter of fiscal 2007 and 2006 ($655 and 229,

88

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

15.   Income Taxes — (Continued)

respectively), as a result of both utilization and tax planning measures taken at that time. During the third quarter of fiscal 2008, the Company recorded an additional valuation allowance of $510 with respect to the deferred tax asset associated with the remaining capital loss carryover of $1,972. This capital loss carryover now has a full valuation allowance against it as it is not more likely than not that any portion of the carryover will be realized during the carryover period. The change in judgment was primarily due to a change in market conditions which will limit the Company’s ability to generate capital gain income. Adjustments to this valuation allowance may be necessary in the future if estimates of capital gain income are revised.

As indicated in Note 2, the Company adopted FIN No. 48 on July 1, 2007. The Company recorded a $69 cumulative effect adjustment to retained earnings as a result of the adoption of FIN No. 48. Upon adoption, the liability for income taxes associated with uncertain tax positions was $437, of which $191 related to unrecognized tax benefits that would affect the Company’s effective tax rate if recognized. The Company reclassified $156 of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date. These non-current liabilities are recorded in the “Other liabilities” line in the Company’s consolidated balance sheet.

At June 30, 2008, the Company’s unrecognized tax benefits were $440, of which $206 would impact the effective tax rate, if recognized. Pursuant to current accounting rules, the remaining $234 of which would be released to goodwill, if recognized.

The table below reconciles the beginning and ending amount of unrecognized tax benefits for the fiscal year ended June 30, 2008:

Balance, July 1, 2007	$	437
Additions based on tax positions related to the current year		31
Additions for tax positions of prior years		—
Reduction for tax positions of prior years		(28	)
Balance, June 30, 2008	$	440

It is reasonably possible that the liability associated with the Company’s unrecognized tax benefits will increase or decrease within the next twelve months. These changes may be the result of ongoing audits or the expiration of statutes of limitations. At this time, an estimate of the range of the reasonably possible outcomes cannot be made.

In accordance with the Company’s accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. This policy did not change as a result of the adoption of FIN No. 48. At July 1, 2007 and June 30, 2008, $18 and $22, net of tax benefit, respectively, were included in the liability for uncertain tax positions for the possible payment of interest and penalties.

The Company files U.S. federal income tax returns and various state, local and foreign income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign income tax examinations for fiscal years prior to June 30, 2000.

89

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

16.   Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution of securities that could share in earnings. When the impact of stock options or other stock-based compensation is anti-dilutive, they are excluded from the calculation.

The following table sets forth the reconciliation of the basic and diluted net income (loss) per share computations for the fiscal years ended June 30:

	2008			2007		2006
Numerator:
Net income (loss) used for calculating basic and diluted net income (loss) per share of common stock	$	(84,618	)	$	9,076	$	9,460
Denominator:(1)
Weighted average number of common shares used in the calculation of basic net income (loss) per share		52,861,354			56,133,355		61,511,031
Dilutive effect of outstanding stock options and restricted stock		—			264,245		174,746
Shares used in the calculation of diluted net income (loss) per share		52,861,354			56,397,600		61,685,777
Net income (loss) per share:
Basic	$	(1.60	)	$	0.16	$	0.15
Diluted	$	(1.60	)	$	0.16	$	0.15

(1) During fiscal 2007 and 2006, the Company repurchased 9,048,570 and 1,275,400 shares of its common stock, respectively (See Note 12, “Stockholders’ Equity).

Unvested restricted stock and unexercised stock options to purchase 2,500,831 and 3,660,271 shares of the Company’s common stock for the fiscal years ended June 30, 2007 and 2006, respectively, at weighted-average prices per share of $7.02 and $6.83, respectively, were not included in the computations of diluted net income per share because their inclusion would have been anti-dilutive.

17.   Enterprise-Wide Disclosures

The Company is comprised principally of operations in North America, Europe and Asia. Non-U.S. market research is comprised of operations in United Kingdom, Canada, France, Germany, Hong Kong and Singapore and to a more limited extent, China. There were no intercompany transactions that materially affected the financial statements, and all intercompany sales have been eliminated upon consolidation. All information has been revised as applicable to reflect results from continuing operations only and therefore excludes the results of the Company’s discontinued operations (see Note 5, “Discontinued Operations”).

The Company’s business model for offering custom market research is consistent across the geographic regions in which it operates. Geographic management facilitates local execution of the Company’s global strategies. However, the Company maintains global leaders for the majority of its

90

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

17.   Enterprise-Wide Disclosures — (Continued)

critical business processes, and the most significant performance evaluations and resources allocations made by the Company’s chief operating decision-maker are made on a global basis. Accordingly, the Company has concluded that it has one reportable segment.

The Company has prepared the financial results for geographic information on a basis that is consistent with the manner in which management internally disaggregates information to assist in making internal operating decisions. The Company has allocated common expenses among these geographic regions differently than it would for stand-alone information prepared in accordance with accounting principles generally accepted in the United States of America. Geographic operating income (loss) may not be consistent with measures used by other companies.

Geographic information from continuing operations for the fiscal years ended June 30 was as follows:

	2008			2007			2006
Revenue from services
United States	$	152,894		$	159,843		$	166,228
United Kingdom		43,771			43,655			40,430
Canada		24,628			—			—
Other European countries		14,910			8,305			5,526
Asia		2,520			—			—
Total revenue from services	$	238,723		$	211,803		$	212,184
Operating income (loss)
United States	$	(54,492	)	$	9,802		$	13,837
United Kingdom		(9,015	)		2,748			168
Canada		(7,366	)		—			—
Other European countries		(10,914	)		(14	)		125
Asia		(2,784	)		(219	)		(239	)
Total operating income (loss)	$	(84,571	)	$	12,317		$	13,891
Long-lived assets
United States	$	6,733		$	7,298		$	7,691
Canada		2,858			—			—
United Kingdom		1,812			2,261			1,822
Other European countries		340			343			183
Asia		210			—			1
Total long-lived assets	$	11,953		$	9,902		$	9,697
Deferred tax assets
United States	$	18,218		$	17,064		$	19,844
Canada		(3,191	)		—			—
United Kingdom		347			318			459
Other European countries		(844	)		(859	)		(564	)
Asia		—			—			—
Total deferred tax assets	$	14,530		$	16,523		$	19,739

91

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

18.   Commitments and Contingencies

The Company has several non-cancelable operating leases for office space, vehicles and equipment. Certain of the lease agreements contain rent escalation clauses based on increases in the Consumer Price Index or the landlords’ operating costs. Rent expense under such agreements is recorded using the straight-line method over the term of the lease. Future minimum lease payments under non-cancelable operating leases at June 30, 2008 were as follows:

Fiscal Years Ending June 30:
2009	$	6,903
2010		6,480
2011		4,114
2012		3,372
2013		1,911
2014 and thereafter		4,352

Total rental expense for operating leases during the fiscal years ended June 30, 2008, 2007 and 2006 was $7,193, $7,536 and $7,439, respectively.

The Company joined in 2008 and bears insurance risk as a member of a group captive insurance entity for its general liability and workers’ compensation insurance programs. The Company records estimated liabilities for this program based on information provided by the third-party program administrator, historical claims experience, expected costs of claims incurred but not paid, and expected costs to settle unpaid claims. The Company monitors its estimated insurance-related liabilities on a quarterly basis. As facts change, it may become necessary to make adjustments that could be material to the Company’s consolidated results of operations and financial condition. The Company believes that its present insurance coverage and level of accrued liabilities are adequate.

19.   Legal Proceedings

In the normal course of business, the Company is at times subject to pending and threatened legal actions and proceedings. After reviewing with counsel pending and threatened actions and proceedings which existed at June 30, 2008 or which arose subsequent to that date but before the filing of this report on Form 10-K, management believes that the outcome of such actions or proceedings will not have a material adverse effect on the Company’s business, financial condition or results of operations.

20.   Supplemental Cash Flow Information

Cash paid (received) during the fiscal years ended June 30 for interest and taxes was as follows:

	2008		2007			2006
Interest	$	1,065	$	(2,057	)	$	(1,571	)
Taxes	$	2,879	$	3,153		$	1,229

92

HARRIS INTERACTIVE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Years Ended June 30, 2008, 2007 and 2006

21.   Unaudited Quarterly Results of Operations

The following table presents unaudited consolidated quarterly statements of continuing operations data for the fiscal years ended June 30, 2008 and 2007. In management’s opinion, this information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments necessary for the fair statement of the unaudited information in the periods presented. This information should be read in conjunction with the consolidated financial statements and related notes included under this Item 8 and in conjunction with other financial information included elsewhere in this Form 10-K. The results of operations for any quarter are not necessarily indicative of results that may be expected for any future periods.

	Three Months Ended
	Sept. 30,			Dec. 31,			Mar. 31,			June 30,			Sept. 30,			Dec. 31,			Mar. 31,			June 30,
	2006			2006			2007			2007			2007			2007			2008			2008
	(In thousands, except per share data)
Revenue from services(1)	$	47,213		$	55,735		$	51,748		$	57,107		$	55,186		$	62,715		$	57,322		$	63,500
Operating expenses:
Cost of services(1)		22,836			26,977			26,511			28,437			27,611			30,815			28,914			32,852
Sales and marketing		4,659			5,316			5,642			5,534			5,687			6,151			5,806			6,336
General and administrative		17,335			16,917			16,945			17,533			18,349			20,128			21,172			20,604
Depreciation and amortization		1,351			1,245			1,225			1,475			1,907			2,267			2,161			2,190
Gain on sale of assets		—			(410	)		—			(378	)		—			—			—			—
Cost of reviewing strategic alternatives		—			—			—			—			—			—			—			1,584
Restructuring charges		—			—			—			337			—			—			1,138			1,125
Goodwill impairment charge		—			—			—			—			—			—			—			86,497
Total operating expenses		46,181			50,045			50,323			52,938			53,554			59,361			59,191			151,188
Operating income (loss)		1,032			5,690			1,425			4,169			1,632			3,354			(1,869	)		(87,688	)
Interest and other income		578			615			580			477			372			307			230			210
Interest expense		—			(5	)		(5	)		(284	)		(440	)		(523	)		(514	)		(474	)
Income (loss) from continuing operations before income taxes		1,610			6,300			2,000			4,362			1,564			3,138			(2,153	)		(87,952	)
Provision (benefit) for income taxes		673			2,719			879			1,048			546			1,112			(20	)		(2,299	)
Income (loss) from continuing operations		937			3,581			1,121			3,314			1,018			2,026			(2,133	)		(85,653	)
Income (loss) from discontinued operations		(5	)		43			35			49			124			—			—			—
Net income (loss)	$	932		$	3,624		$	1,156		$	3,363		$	1,142		$	2,026		$	(2,133	)	$	(85,653	)
Basic net income (loss) per share:
Continuing operations	$	0.02		$	0.06		$	0.02		$	0.06		$	0.02		$	0.04		$	(0.04	)	$	(1.61	)
Discontinued operations		(0.00	)		0.00			0.00			0.00			0.00			—			—			—
Basic net income (loss) per share	$	0.02		$	0.06		$	0.02		$	0.06		$	0.02		$	0.04		$	(0.04	)	$	(1.61	)
Diluted net income (loss) per share:
Continuing operations	$	0.02		$	0.06		$	0.02		$	0.06		$	0.02		$	0.04		$	(0.04	)	$	(1.61	)
Discontinued operations		(0.00	)		0.00			0.00			0.00			0.00			—			—			—
Diluted net income (loss) per share	$	0.02		$	0.06		$	0.02		$	0.06		$	0.02		$	0.04		$	(0.04	)	$	(1.61	)

(1) Gross profit, not shown above, can be derived by subtracting the Company’s cost of services from its revenue from services for each of the periods shown above.

Index to Financial Statement Schedules

Schedule II — Valuation Qualifying Accounts 97

93

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in reports that the Company files or submits pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of each fiscal quarter and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s management conducts an evaluation of the effectiveness of the Company’s disclosure controls and procedures. It is the conclusion of the Company’s Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of June 30, 2008, the end of the most recent fiscal quarter covered by this Annual Report on Form 10-K, that the Company’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s consolidated financial statements. Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management excluded Decima from its evaluation of internal control over financial reporting at June 30, 2008 because it was acquired by the Company in a purchase business combination during fiscal 2008. Decima is a wholly-owned subsidiary of the Company that represents 2% of consolidated total assets and 10% of consolidated revenue from services as of and for the fiscal year ended June 30, 2008. Based on its evaluation, excluding Decima, management concluded that the Company’s internal control over financial reporting

94

was effective as of June 30, 2008. Management has reviewed the results of its assessment with the Audit Committee of the Board of Directors. The effectiveness of the Company’s internal control over financial reporting as of June 30, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included under Item 8, “Financial Statements and Supplementary Data,” of this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2008 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.   Other Information

In its earnings announcement furnished under a Current Report on Form 8-K filed August 22, 2008 with the SEC, the Company reported that it recorded a preliminary pre-tax goodwill impairment charge of $123.0 million based upon an estimated valuation of the fair value of the Company as compared to the carrying value of its net assets at June 30, 2008 in connection with its annual goodwill impairment valuation performed accordance with SFAS No. 142. Since the announcement, the Company has completed its analysis of the fair value of the Company at June 30, 2008, and as a result has modified its earlier estimate and recorded a final pre-tax goodwill impairment charge of $86.5 million. This non-cash charge, as finally determined, resulted in a change in the basic and diluted net loss per share for the fiscal year ended June 30, 2008 from $(2.27) to $(1.60) and from $(2.28) to $(1.61) for the three months ended June 30, 2008.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information required by Item 10 of Form 10-K with respect to our directors is incorporated by reference from the information contained in the section captioned “Proposal No. 1— Election of Directors” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held on October 28, 2008 (the “Proxy Statement”), a copy of which will be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended June 30, 2008. The information required by Item 10 of Form 10-K with respect to our executive officers is incorporated by reference from “Item 1 — Business — Executive Officers of Harris Interactive” of this Annual Report on Form 10-K.

The information required by Item 10 of Form 10-K with respect to the identification of our Audit Committee and Audit Committee financial expert is incorporated by reference from the information contained in the section captioned “Corporate Governance — Committees of the Board of Directors — Audit Committee” in the Proxy Statement.

The information required by Item 10 of Form 10-K with respect to compliance with Section 16(a) of the Exchange Act is incorporated by reference from the information contained in the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Our employees, officers, directors, representatives, consultants, contractors, and agents are subject to our Code of Ethics. An Addendum to the Code of Ethics contains additional requirements for our Chief Executive Officer and senior financial officers. The Code of Ethics and Addendum are available in the Investor Relations section of our website at www.harrisinteractive.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics or the Addendum applicable to our Chief Executive Officer and senior financial officers by posting such information in the Investor Relations section of our website.

95

Item 11.   Executive Compensation

The information required by Item 11 of Form 10-K is incorporated by reference from the information contained in the sections captioned “Compensation Discussion and Analysis”, “Compensation of Executive Officers and Directors”, “Corporate Governance — Committees of the Board of Directors — Compensation Committee” and “Compensation Committee Report” in the Proxy Statement.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 of Form 10-K is incorporated by reference from the information contained in the section captioned “Stock Ownership and Reporting” in the Proxy Statement.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Form 10-K with respect to transactions with related persons is incorporated by reference from the information contained in the section captioned “Transactions with Related Parties” in the Proxy Statement.

The information required by Item 13 of Form 10-K with respect to director independence is incorporated by reference from the information contained in the section captioned “Corporate Governance” in the Proxy Statement.

Item 14.   Principal Accounting Fees and Services

The information required by Item 14 of Form 10-K is incorporated by reference from the information contained in the section captioned “Proposal No. 2— Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

PART IV

Item 15.   Exhibit and Financial Statements Schedules

Financial Statements

Reference is made to Item 8, “Financial Statements and Supplementary Data,” of Part II of this Form 10-K.

Exhibits

Reference is made to the Index of Exhibits accompanying this Form 10-K as filed with the Securities and Exchange Commission. The Company will furnish to any shareholder, upon written request, any exhibit listed in such Index to Exhibits upon payment by such shareholder of the Company’s reasonable expenses in furnishing such exhibit.

96

Schedule II
Valuation and Qualifying Accounts
(In thousands)

	Balance at		Additions		Deductions		Balance
	Beginning		Charged to		Amounts		at End
	of Period		Earnings		Written Off		of Period
Fiscal year ended June 30, 2006
Deducted in the consolidated balance sheet:
Allowance for doubtful accounts receivable	$	205	$	25	$	160	$	70
Deferred tax valuation allowance	$	2,830	$	—	$	1,036	$	1,794
Fiscal year ended June 30, 2007
Deducted in the consolidated balance sheet:
Allowance for doubtful accounts receivable	$	70	$	34	$	22	$	82
Deferred tax valuation allowance	$	1,794	$	—	$	998	$	796
Fiscal year ended June 30, 2008
Deducted in the consolidated balance sheet:
Allowance for doubtful accounts receivable	$	82	$	442	$	42	$	482
Deferred tax valuation allowance	$	796	$	541	$	48	$	1,289

97

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized,

HARRIS INTERACTIVE INC.

Date: September 15, 2008

By:  /s/  Ronald E. Salluzzo

Ronald E. Salluzzo

Executive Vice President, Chief

Financial Officer,

Treasurer and Secretary

(On Behalf of the Registrant and as

Principal Financial Officer)

98

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Gregory T. Novak and Ronald E. Salluzzo and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him, and in his name, place and stead, in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with Exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Capacity	Date
/s/  Gregory T. Novak Gregory T. Novak	President and Chief Executive Officer (Principal Executive Officer) and Director	September 15, 2008
/s/  Ronald E. Salluzzo Ronald E. Salluzzo	Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)	September 15, 2008
/s/  Eric W. Narowski Eric W. Narowski	Senior Vice President and Global Controller (Principal Accounting Officer)	September 15, 2008
/s/  George Bell George Bell	Director	September 15, 2008
/s/  David Brodsky David Brodsky	Director	September 15, 2008
/s/  Steven L. Fingerhood Steven L. Fingerhood	Director	September 15, 2008
/s/  Stephen D. Harlan Stephen D. Harlan	Director	September 15, 2008
/s/  James R. Riedman James R. Riedman	Director	September 15, 2008
/s/  Howard L. Shecter Howard L. Shecter	Director	September 15, 2008
/s/  Antoine G. Treuille Antoine G. Treuille	Director	September 15, 2008

99

INDEX OF EXHIBITS

Exhibit
Number			Exhibit Title
	2	.1	Agreement and Plan of Merger, dated August 5, 2001, among Harris Interactive Inc. (the “Company”), Total Merger Sub Inc., and Total Research Corporation (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed August 14, 2001 and incorporated herein by reference).
	2	.2	Share Purchase Agreement dated March 2, 2004 among Harris Interactive International Inc. (“HII”) and the Shareholders of Novatris, S.A. (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-3 filed March 8, 2004 (Registration No. 333-113389) and incorporated herein by reference).
	2	.3	Agreement and Plan of Merger, dated as of September 8, 2004, by and among the Company, Wirthlin Worldwide, Inc. (“Wirthlin”), Capitol Merger Sub, LLC and the Stockholders of Wirthlin (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed September 9, 2004 and incorporated herein by reference).
	2	.4	Share Sale and Purchase Agreement, dated March 30, 2007, among the Company, HII, and the stockholders of MediaTransfer AG Netresearch & Consulting (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 2, 2007 and incorporated herein by reference).
	2	.5	Share Purchase Agreement dated August 16, 2007 by and among the Company, 2144798 Ontario Inc., and all the stockholders of Decima Research Inc. (filed as Exhibit 2.1.1 to the Company’s Current Report on Form 8-K filed August 16, 2007 and incorporated herein by reference).
	2	.6	Agreement Relating to the Sale and Purchase of the Entire Issued Share Capitals of Marketshare Limited and Marketshare Pte Ltd dated August 16, 2007 by and among Harris Interactive Asia Limited, HII, and all the stockholders of Marketshare Limited and Marketshare Pte Ltd (filed as Exhibit 2.1.6 to the Company’s Current Report on Form 8-K filed August 16, 2007 and incorporated herein by reference).
	3	.1	Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000 and incorporated herein by reference).
	3	.2	By-laws of the Company (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001 and incorporated herein by reference).
	3	.3	Certificate of Designation, Preferences and Rights of Series A Preferred Stock of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 14, 2005 and incorporated herein by reference).
	4	.1	Rights Agreement, dated as of March 11, 2005, by and between the Company and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 14, 2005 and incorporated herein by reference).
	10	.1.1*	Long-Term Incentive Plan of the Company (included as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed October 8, 2004 and incorporated herein by reference).
	10	.1.2*	2007 Long-Term Incentive Plan of the Company (included as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed September 12, 2007 and incorporated herein by reference).
	10	.1.3*	Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed December 14, 2004 (Registration No. 333-121250) and incorporated herein by reference).
	10	.1.4*	Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006 and incorporated herein by reference)

100

Exhibit
Number			Exhibit Title
	10	.1.5*	Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.1.6*	Form of Non-Qualified Stock Option Agreement — Employees (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on December 10, 2007 (Registration No. 333-147974) and incorporated herein by reference).
	10	.1.7*	Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).
	10	.1.8*	Form of Incentive Stock Option Agreement (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed December 14, 2004 (Registration No. 333-121250) and incorporated herein by reference).
	10	.1.9*	Form of Restricted Stock Agreement (Non-Employee Directors) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 9, 2006 and incorporated herein by reference).
	10	.1.10*	Form of Restricted Stock Agreement (Non-Employee Directors) (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.1.11*	Form of Restricted Stock Agreement (Non-Employee Directors) (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-8 filed on December 10, 2007 (Registration No. 333-147974) and incorporated herein by reference).
	10	.1.12*	Form of Restricted Stock Agreement (Non-Employee Directors) (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).
	10	.1.13*	Form of Restricted Stock Agreement (Employee Participant) (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 and incorporated herein by reference).
	10	.1.14*	Form of Restricted Stock Agreement (Employee Participant) (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006 and incorporated herein by reference.)
	10	.1.15*	Form of Restricted Stock Agreement (Employee Participant) (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.1.16*	Form of Restricted Stock Agreement (Employee Participant) (2007 Performance Based Award Grants) (filed as Exhibit 10.1.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
	10	.1.17*	Form of Restricted Stock Agreement (Employee Participant) (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-8 filed on December 10, 2007 (Registration No. 333-147974) and incorporated herein by reference).
	10	.1.18*	Form of Restricted Stock Agreement (Employee Participant) (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).
	10	.1.19*	Form of Restricted Stock Unit Agreement (Canadian employees) (filed herewith).
	10	.1.20*	Form of Restricted Stock Agreement (2008 performance based award grants to Gregory T. Novak and Ronald E. Salluzzo) (filed herewith).
	10	.1.21*	Form of Non-Qualified Stock Option Agreement between the Company and certain employees of Novatris, S.A. dated as of March 2, 2004 (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed March 8, 2004 (Registration No. 333-113392) and incorporated herein by reference).
	10	.1.22*	Form of Non-Qualified Stock Option Agreement — Grants After May 1, 2008 (filed herewith).

101

Exhibit
Number			Exhibit Title
	10	.1.23*	Form of Restricted Stock Agreement — Employee Grants After May 1, 2008 (filed herewith).
	10	.1.24*	Form of Restricted Stock Agreement — Director Grants After May, 1, 2008 (filed herewith).
	10	.1.25*	Letter Amending Stock Option Agreements (2008) (filed herewith).
	10	.2.1*	1999 Employee Stock Purchase Plan of the Company (included as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A filed October 8, 2004 and incorporated herein by reference).
	10	.2.2*	Form of Subscription Agreement under 1999 Employee Stock Purchase Plan of the Company (included as Exhibit A to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed September 17, 1999 (Registration No. 333-87311) and incorporated herein by reference).
	10	.2.3*	2007 Employee Stock Purchase Plan of the Company (included as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed September 12, 2007 and incorporated herein by reference).
	10	.2.4*	Harris Interactive UK Limited Share Incentive Plan (relating to shares of Harris Interactive Inc.) (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed March 20, 2008 (Registration No. 333-149831) and incorporated herein by reference).
	10	.2.5*	Harris Interactive UK Limited Share Incentive Plan Partnership and Matching Share Agreement (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed March 20, 2008 (Registration No. 333-149831) and incorporated herein by reference).
	10	.2.6*	Trust Deed between Harris Interactive UK Limited and Equiniti Share Plan Trustees related to Harris Interactive UK Limited Share Incentive Plan (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed March 20, 2008 (Registration No. 333-149831) and incorporated herein by reference).
	10	.3.1	Share Repurchase Program 10b5-1 Plan Document, dated as of June 9, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 12, 2006 and incorporated herein by reference).
	10	.3.2	Share Repurchase Program 10b5-1 Plan Document, dated as of March 9, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2007 and incorporated herein by reference).
	10	.4.1*	Letter Agreement between the Company and Dee Allsop, dated September 9, 2004 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 and incorporated herein by reference).
	10	.4.2*	Employment Agreement between the Company and Dee Allsop, dated September 6, 2007 (filed as Exhibit 10.4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
	10	.4.3	Intentionally Omitted.
	10	.4.4*	Employment Agreement dated August 16, 2007 between Decima Research Inc. and Bruce Anderson (filed as Exhibit 2.1.3 to the Company’s Current Report on Form 8-K filed August 16, 2007 and incorporated herein by reference).
	10	.4.5*	Non-Qualified Stock Option Agreement between the Company and Bruce Alexander Anderson dated as of August 16, 2007 (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-147972) and incorporated herein by reference).
	10	.4.6*	Restricted Stock Agreement with Bruce Anderson dated August 16, 2007(filed as Exhibit 2.1.5 to the Company’s Current Report on Form 8-K filed August 16, 2007 and incorporated herein by reference).
	10	.4.7*	Letter Agreement with David G. Bakken, dated May 30, 2008, Regarding Contingent Compensation (filed herewith).

102

Exhibit
Number			Exhibit Title
	10	.4.8*	Employment Agreement by and between the Company and Leonard R. Bayer, dated July 1, 2003 (filed as Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 and incorporated herein by reference).
	10	.4.9*	Amendment to Employment Agreement between the Company and Leonard R. Bayer, dated as of January 1, 2005 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed January 4, 2005 and incorporated herein by reference).
	10	.4.10*	Amendment Number 2 to Employment Agreement between the Company and Leonard R. Bayer, dated as of June 15, 2006 and effective as of July 1, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 20, 2006 and incorporated herein by reference).
	10	.4.11*	Employment Agreement between the Company and Leonard R. Bayer, dated as of April 30, 2007 (filed as Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.4.12*	Employment Agreement Amendment 1 between the Company and Leonard R. Bayer, dated February 26, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2008 and incorporated herein by reference).
	10	.4.13*	Employment Agreement between the Company and Frank J. Connolly, Jr., dated as of January 1, 2005 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 4, 2005 and incorporated herein by reference).
	10	.4.14*	Non-Qualified Stock Option Agreement between the Company and Frank J. Connolly, Jr., dated as of January 3, 2005 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 4, 2005 and incorporated herein by reference).
	10	.4.15*	Amendment to Employment Agreement between the Company and Frank J. Connolly, Jr. dated as of April 28, 2006 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 and incorporated herein by reference).
	10	.4.16*	Employment Agreement by and between Total Research Corporation and Theresa Flanagan, dated January 1, 1999 (filed as Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 and incorporated herein by reference).
	10	.4.17*	Letter agreement between the Company and Theresa A. Flanagan, dated as of April 26, 2005 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 29, 2005 and incorporated herein by reference).
	10	.4.18*	Employment Agreement between the Company and Gregory T. Novak, dated April 1, 2004 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 and incorporated herein by reference).
	10	.4.19*	Amendment to Employment Agreement between the Company and Gregory T. Novak, dated as of January 1, 2005 (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed January 4, 2005 and incorporated herein by reference).
	10	.4.20*	Amendment to Employment Agreement by and between the Company and Gregory T. Novak, dated as of May 24, 2005 and effective as of May 23, 2005 (filed as Exhibit 10.3.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 and incorporated herein by reference).
	10	.4.21*	Amended and Restated Employment Agreement between the Company and Gregory T. Novak, dated as of September 28, 2005 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 3, 2005 and incorporated herein by reference).
	10	.4.22*	Modification of Salary Arrangement between the Company and Gregory T. Novak (filed as Exhibit 10.3.42 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).

103

Exhibit
Number			Exhibit Title
	10	.4.23*	Employment Agreement between the Company and Gregory T. Novak, dated as of April 30, 2007 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.4.24*	Employment Agreement Amendment 1 between the Company and Gregory T. Novak dated February 8, 2008 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007 and incorporated herein by reference).
	10	.4.25*	Employment Agreement between the Company and Ronald E. Salluzzo, dated as of February 16, 2006 and effective as of March 6, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 17, 2006 and incorporated herein by reference).
	10	.4.26*	Form of Non-Qualified Stock Option Agreement between the Company and Ronald E. Salluzzo, dated as of March 6, 2006 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 17, 2006 and incorporated herein by reference).
	10	.4.27*	Modification of Salary Arrangement between the Company and Ronald E. Salluzzo (filed as Exhibit 10.3.41 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.4.28*	Employment Agreement between the Company and Ronald E. Salluzzo, dated as of April 30, 2007 (filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.4.29*	Employment Agreement Amendment 1 between the Company and Ronald E. Salluzzo dated February 8, 2008 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007 and incorporated herein by reference).
	10	.4.30*	Letter Agreement with Stephan B. Sigaud dated May 30, 2008, Regarding Contingent Compensation (filed herewith).
	10	.4.31*	Employment Agreement by and between the Company and George H. Terhanian, dated September 26, 2002 (filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 and incorporated herein by reference).
	10	.4.32*	Modification of Salary Arrangement between the Company and George H. Terhanian (filed as Exhibit 10.3.45 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.4.33*	Employment Agreement between the Company and George H. Terhanian, dated as of September 6, 2007 (filed as Exhibit 10.4.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
	10	.4.34*	Employment Agreement Amendment 1 between the Company and George H. Terhanian effective April 30, 2008 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).
	10	.4.35*	Employment Agreement between the Company and David B. Vaden, dated January 1, 2004 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 and incorporated herein by reference).
	10	.4.36*	Employment Agreement between the Company and David B. Vaden, dated as of April 3, 2006 and effective as of February 20, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 7, 2006 and incorporated herein by reference).
	10	.4.37*	Employment Agreement between the Company and David B. Vaden, dated as of April 30, 2007 (filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.4.38*	Employment Agreement Amendment 1 between the Company and David B. Vaden effective April 30, 2008 (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).

104

Exhibit
Number			Exhibit Title
	10	.4.39*	Letter Agreement between the Company and Richard B. Wirthlin, dated September 9, 2004 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 and incorporated herein by reference).
	10	.4.40*	Salary Arrangements for Executive Officers between the Company and each of Richard W. Millard, Michelle F. O’Neill and Termination Arrangements for Arthur E. Coles (filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
	10	.4.41*	Salary Arrangements for Executive Officers between the Company and each of David G. Bakken and Stephan B. Sigaud (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and incorporated herein by reference).
	10	.4.42*	Compensation Arrangement for Executive Officer by and between the Company and Eric W. Narowski (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 and incorporated herein by reference).
	10	.4.43*	Form of Change in Control Agreement entered into by Company with each of the following individuals (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and incorporated herein by reference):

Dennis K. Bhame	Gregory T. Novak
James E. Fredrickson	David B. Vaden

10	.4.44*	Form of Change in Control Agreement between the Company and Stephan B. Sigaud (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2005 and incorporated herein by reference).
10	.4.45*	Change in Control Agreements between the Company and each of Richard W. Millard and Michelle F. O’Neill (filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and incorporated herein by reference).
10	.4.46*	Form of Change in Control Agreement between the Company and Eric W. Narowski (filed as Exhibit 10.4.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
10	.4.47*	Change in Control Agreement between the Company and David G. Bakken (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008 and incorporated herein by reference).
10	.4.48*	Summary of Compensation Arrangements for Non-Employee Directors of Harris Interactive Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 13, 2005 and incorporated herein by reference).
10	.4.49*	Summary of Compensation Arrangements for Non-Employee Directors of Harris Interactive Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 9, 2006 and incorporated herein by reference).
10	.4.50*	Summary of Compensation Arrangements for Non-Employee Directors of Harris Interactive, effective as of November 1, 2006 (filed as Exhibit 10.3.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
10	.4.51*	Description of Changes to Compensation Arrangements for Non-Employee Directors of Harris Interactive Inc. effective as of September 6, 2007 (filed as Exhibit 10.4.48 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
10	.4.52*	Description of Changes to Compensation Arrangements for Non-Employee Directors of Harris Interactive Inc. effective as of November 15, 2008 (filed herewith).
10	.4.53*	Agreement with Steven L. Fingerhood dated June 4, 2008 (filed herewith).
10	.4.54*	Description of Amended Executive Cash Bonus Plan as amended September 7, 2005 and September 8, 2005 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 3, 2005 and incorporated herein by reference).

105

Exhibit
Number			Exhibit Title
	10	.4.55*	Description of Cash Bonus Plan as amended August 21, 2006 (filed under Item 1.01 of the Company’s Current Report on Form 8-K filed August 25, 2006 and incorporated herein by reference).
	10	.4.56*	Description of Executive Officer Compensation Arrangements (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 12, 2005 and incorporated herein by reference).
	10	.4.57*	Summary of Salary Arrangements for Executive Officers (filed as Exhibit 10.3.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.4.58*	Description of Salary and Bonus Arrangements with Executive Officers — Fiscal 2007 and 2008 (filed as Exhibit 10.4.53 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
	10	.4.59*	Description of Salary and Bonus Arrangements with Executive Officers — Fiscal 2008 and 2009 (filed herewith).
	10	.5	Form of Option Agreement between the Company and certain of the Shareholders of Novatris, S.A. (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-3 filed March 8, 2004 (Registration No. 333-113389) and incorporated herein by reference).
	10	.6.1	Lease Agreement for 60 and 135 Corporate Woods, Rochester, New York, between the Company and Corporate Woods Associates, LLC, dated February 2, 2007 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006 and incorporated herein by reference).
	10	.6.2	Lease Agreement for 70 Carlson Road, Rochester, New York, between Gordon S. Black Corporation and Carlson Park Associates, together with the First and Second amendments thereto, dated July 1, 1998 (filed as Exhibit 10.6.2 to the Company’s Registration Statement on Form S-1 filed September 17, 1999 (Registration No. 333-87311) and incorporated herein by reference).
	10	.6.3	Third Amendment to Lease Agreement for 70 Carlson Road, Rochester, New York, between the Company and 100 Carlson Road LLC, dated March 20, 2003 (filed herewith).
	10	.6.4	Agreement of Sublease for 161 Avenue of the Americas, New York, New York, between the Company and The McCall Pattern Company, Inc., as successor-in-interest by merger to Butterick Company, Inc., dated as of June 8, 2004 (filed as Exhibit 10.5.4 to the Company’s Current Report on Form 8-K filed March 18, 2005 and incorporated herein by reference).
	10	.6.5	Agreement of Sublease for 161 Avenue of the Americas, New York, New York between the Company and McCann Erickson Inc., dated as of March 29, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 4, 2007 and incorporated herein by reference).
	10	.6.6	Lease Agreement for 1920 Association Drive, Reston, Virginia, between Wirthlin (formerly known as Decima Research) and Richard B. Wirthlin Family LLC, dated April 23, 2002 (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004 and incorporated herein by reference).
	10	.6.7	First Amendment to Lease Agreement for 1920 Association Drive, Reston, Virginia, between the Company and Richard B. Wirthlin Family LLC, dated as of May 10, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 16, 2007 and incorporated herein by reference).
	10	.6.8	Lease Agreement for Watermans Park, High Street, Brentford (UK), among Procter & Gamble (L&CP Limited), Procter & Gamble (Health & Beauty Care Limited, HI Europe Limited and the Company, dated May 9, 2005 (filed as Exhibit 10.5.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 and incorporated herein by reference).

106

Exhibit
Number			Exhibit Title
	10	.6.9	Agreement for Surrender of Watermans Park, High Street, Brentford (UK), among Procter & Gamble (L&CP Limited), Procter & Gamble (Health & Beauty Care Limited, HI Europe Limited and the Company, dated April 4, 2005 (filed as Exhibit 10.5.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 and incorporated herein by reference).
	10	.6.10	Underlease for Watermans Park, High Street, Brentford (UK), among Crowvale Properties Limited, Max Factor Limited, and International Playtex Inc., dated June 27, 1985 (filed herewith).
	10	.6.11	Rent Review Memorandum for Watermans Park, High Street, Brentford (UK), between Procter & Gamble (L &CP) Limited and HI Europe Limited, dated June 24, 2005 (filed herewith).
	10	.6.12	Lease Agreement for 101 Merritt 7, Norwalk, Connecticut, between Merritt 7 Venture LLC and the Company, dated March 27, 2001 (filed as Exhibit 10.5.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 and incorporated herein by reference).
	10	.6.13	Lease amendment Number 1 for 101 Merritt 7, Norwalk, Connecticut, between Merritt 7 Venture LLC and the Company, dated as of January 21, 2005 (filed as Exhibit 10.5.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005 and incorporated herein by reference).
	10	.6.14	Second Amendment and Extension to Lease for 101 Merritt 7, Norwalk, Connecticut, between Merritt 7 Venture LLC and the Company, dated October 22, 2007 (filed herewith).
	10	.6.15	Lease Agreement for 5 Independence Way, Princeton, New Jersey, between Bellemead Development Corporation and Total Research Corporation, dated December 2, 1985, including all amendments to date (filed herewith).
	10	.6.16	Lease Agreement for Pepper Road, Hazel Grove, Stockport (UK), between Meggitt Properties plc and Business Market Research Limited, dated July 31, 2000 (filed as Exhibit 10.5.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.6.17	Rent Review Memorandum for Pepper Road, Hazel Grove, Stockport (UK), between Meggitt Properties plc and Business Market Research Limited dated May 9, 2006 (filed as Exhibit 10.5.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.6.18	Lease Agreement for Vanwall Road, Maidenhead (UK) between Seiko UK Limited and HI Europe Limited, dated July 29, 2005 (filed as Exhibit 10.5.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and incorporated herein by reference).
	10	.6.19	Lease Agreement for Beim Strohhause 17- 31, 20097, Hamburg, Germany, between Dieter Becken and Media Transfer AG, dated July 8, 2005, including all amendments to date (filed herewith).
	10	.6.20	Lease Agreement for 1080 Beaver Hall Hill, Montreal, Quebec (CAN), between Alexis Nihon Real Estate Investment Trust and Decima Research Inc., dated January 16, 2006 (filed herewith).
	10	.6.21	Lease Agreement for 160 Elgin Street, Ottawa, Ontario (CAN), between 160 Elgin Leaseholds Inc. and Decima Research Inc., dated January 19, 2006 (filed herewith).
	10	.6.22	Lease Agreement for 2345 Yonge Street, Toronto, Ontario (CAN), between Stockton & Bush 2345 Limited and OSI Group Inc., dated May 1, 2002 (filed herewith).
	10	.6.23	Office License for 2345 Yonge Street, Toronto, Ontario (CAN), between Decima Research Inc. and Westmount Decision Science Inc., dated September 1, 2007 (filed herewith).
	10	.7.1	Credit Agreement between JPMorgan Chase Bank, N.A. and the Company, dated as of August 15, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2006 and incorporated herein by reference).

107

Exhibit
Number			Exhibit Title
	10	.7.2	Line of Credit Note between JPMorgan Chase Bank, N.A. and the Company, dated as of August 15, 2006 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 21, 2006 and incorporated herein by reference).
	10	.7.3	Amendment to Credit Agreement by and between the Company and JPMorgan Chase Bank, N.A., dated April 3, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 9, 2007 and incorporated herein by reference).
	10	.7.4	Amendment to Line of Credit Note by and between the Company and JPMorgan Chase Bank, N.A., dated April 3, 2007 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 9, 2007 and incorporated herein by reference).
	10	.7.5	Amendment to Credit Agreement by and between the Company and JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2007 and incorporated herein by reference).
	10	.7.6	Amendment to Line of Credit Note by and between the Company and JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 27, 2007 and incorporated herein by reference).
	10	.7.7	Interest Rate Swap Confirmation by and between the Company and JPMorgan Chase Bank, N.A., dated as of July 2, 2007 (filed as Exhibit 10.7.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007 and incorporated herein by reference).
	10	.7.8	Credit Agreement dated September 21, 2007 between JPMorgan Chase Bank, N.A., as Administrative Agent, the lenders parties thereto and the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 26, 2007 and incorporated herein by reference).
	10	.7.9	Master Guaranty dated September 21, 2007 made by Louis Harris & Associates, Inc., Wirthlin Worldwide, LLC, Harris Interactive International Inc., Harris International Asia, LLC, and The Wirthlin Group International, L.L.C. in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, for itself and the Lenders parties to the Credit Agreement (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 26, 2007 and incorporated herein by reference).
	10	.7.10	Form of Master Securities Pledge Agreement to be delivered at option of the Company or its domestic subsidiary, as applicable, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, for itself and the Lenders parties to the Credit Agreement (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed September 26, 2007 and incorporated herein by reference).
	10	.7.11	Amendment to Interest Rate Swap Confirmation by and between the Company and JPMorgan Chase Bank, N.A., dated as of September 21, 2007 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 and incorporated herein by reference).
	10	.8.1	Amended and Restated Investment Agreement between Riedman Corporation and the Company dated October 15, 1991 (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed October 26, 1999 (Registration No. 333-87311) and incorporated herein by reference).
	10	.8.2	Registration Agreement between the Company and Riedman Corporation dated as of October 15, 1999 (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed October 26, 1999 (Registration No. 333-87311) and incorporated herein by reference).
	10	.9	Form of Noncompetition, Nondisclosure and Nonsolicitation Agreement by and among the Company and certain of the Stockholders of Wirthlin, dated as of September 8, 2004 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed September 9, 2004 and incorporated herein by reference).

108

Exhibit
Number			Exhibit Title
	10	.10	Exclusive License Agreement by and between the Company and Taylor Nelson Sofres Plc, dated as of December 31, 2004 (filed as Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004 and incorporated herein by reference).
	10	.11	Trade Mark Assignment Agreement by and between the Company and Taylor-Nelson Sofres Plc, dated as of January 31, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 2, 2006 and incorporated herein by reference).
	10	.12	Purchase/Sale Agreement between the Company, Charles J. Fombrun and Reputation Institute, Inc., dated as of May 15, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 19, 2006 and incorporated herein by reference).
	10	.13	Non-Competition Agreement dated August 16, 2007 by and among Decima Research Inc., 2144798 Ontario Inc., Bruce Anderson, Kevin Loiselle, Michel Lucas, Daniel Kirkland, and Ed Hum (filed as Exhibit 2.1.2 to the Company’s Current Report on Form 8-K filed August 16, 2007 and incorporated herein by reference).
	21		List of Subsidiaries (filed herewith).
	23		Consent of Independent Registered Public Accounting Firm (filed herewith).
	24		Power of Attorney (included on page 99 of this Report).
	31	.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith).
	31	.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 302 of the Sarbanes-Oxley Act of 2002) (filed herewith).
	32	.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (filed herewith).
	32	.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (filed herewith).

*  Denotes management contract or compensatory plan or arrangement.

109

EX-10.1.19

Exhibit 10.1.19

HARRIS INTERACTIVE INC.
RESTRICTED STOCK UNIT AGREEMENT
(Canadian Employee Participants)

     This Restricted Stock Unit Agreement (“Agreement”) is made effective on                     , between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and                      (“Participant”).

     WHEREAS, the Company maintains the Harris Interactive Inc. 2007 Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Unit Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted an award (the “Award”) to receive                      restricted stock units (the “Restricted Stock Units”), each Restricted Stock Unit representing the right to receive one share of the Company’s common stock, par value $.001 per share (“Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the Plan. By signing this Agreement, Participant accepts the Award subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this Award shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan shall govern.

     2. Rights of Participant with Respect to the Restricted Stock Units.

          (a) No Shareholder Rights. The Restricted Stock Units granted pursuant to this Award do not and shall not entitle Participant to any rights of a holder of Stock. The rights of Participant with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Sections 3.

          (b) Conversion of Restricted Stock Units; Issuance of Stock. No shares of Stock shall be issued to the Participant prior to the date on which the Restricted Stock Units vest, and the restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 3. Neither this Section 2(b) nor any action taken pursuant to or in accordance with this Section 2(b) shall be construed to create a trust of any kind. After any Restricted Stock Units vest pursuant to Section 3, the Company shall promptly cause to be issued in book-entry form,

registered in Participant’s name or in the name of Participant’s legal representatives, beneficiaries, or heirs, as the case may be, shares of Stock in payment of such vested whole Restricted Stock Units. The value of any fractional Restricted Stock Units shall be paid in cash at the time shares are delivered to the Participant in payment of the Restricted Stock Units.

          (c) Compliance with Securities Laws. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange. Participant agrees that the Stock issued in connection with the Restricted Stock Units will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal, state or provincial securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws may be applicable to the Stock issued in connection with the Restricted Stock Units, (ii) that the Company may refuse to register the transfer of the Stock issued in connection with the Restricted Stock Units on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Stock issued in connection with the Restricted Stock Units.

     3. Vesting; Forfeiture.

          (a) Forfeiture. Subject to Section 3(c), should either a Date of Termination or a violation of Section 6 occur prior to any of the vesting dates provided in Section 3(b), Participant’s rights to all of the unvested Restricted Stock Units shall be immediately and irrevocably forfeited.

          (b) Vesting. Subject to the terms and conditions of this Award,           % of the Restricted Stock Units shall vest, and the restrictions with respect to the Restricted Stock Units shall lapse, on each of                                         .

          (c) Change in Control. If a Change in Control (as defined in the Plan) shall occur, then immediately all non-vested Restricted Stock Units, not previously forfeited, shall fully vest and be exercisable, and all restrictions with respect to all of the Restricted Stock Units shall lapse.

          (d) Date of Termination. For purposes of this Section 3, the Participant’s “Date of Termination” shall be the first day occurring on or after the date of this Agreement on which the Participant’s employment with the Company and all Related Companies (as defined in the Plan) terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or

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between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

     4. Restrictions on Transfer. Neither the Restricted Stock Units nor any of them nor any rights under this Award may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of until such time as the restrictions contained in Section 3 lapse as to the applicable Restricted Stock Units and they are fully vested. Upon any violation of this restriction, the Restricted Stock Units not theretofore vested shall be forfeited.

     5. Relationship to Company.

          (a) The existence of this Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock issued or to be issued in connection with the Restricted Stock Units or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

          (b) No Guarantee of Service. This Agreement shall not confer upon Participant any right with respect to continuance of employment by the Company or any of its affiliates, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s employment at any time.

     6. Non—Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this Section,

               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

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               (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

               (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

               (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

               (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

               (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

               (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

               (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

               (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

4

          (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

          (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

          (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

               (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

          (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

          (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

          (C) interfere in any manner with the relationship between any employee and Company.

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 6 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 6 shall be

5

deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     7. Income Tax Matters. In order to comply with all applicable federal, state, or provincial income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all federal, state, or provincial payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Participant, are withheld or collected from Participant.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock Units and the Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. An original record of this Award and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.
By:		(Participant)
	Title:	Dated:

6

EX-10.1.20

Exhibit 10.1.20

HARRIS INTERACTIVE INC.
RESTRICTED STOCK AGREEMENT
(Grants Made February 15, 2008 to Gregory T. Novak and Ronald E. Salluzzo)

     This Agreement is made effective on February 15, 2008, between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and                      (“Participant”).

     WHEREAS, the Company maintains the Harris Interactive Inc. Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted                      shares (the “Restricted Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

          (c) Statement of Election. In connection with this Agreement, the Participant will deliver to the Company an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the Company.

     2. Risk of Forfeiture (“Forfeiture Restrictions”).

          (a) Performance Requirements.

               (i) Subject to Section 3(b), the Restricted Stock shall be forfeited if the Company’s Basic Net Income Per Share from Continuing Operations (“EPS”), as reflected in its Consolidated Statements of Operations filed with the Securities and Exchange Commission in its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, does not equal at least an aggregate of $.32 per share (“Minimum Threshold”) for at least one consecutive four-fiscal-quarter period (a currently reported period plus the trailing three fiscal quarters) (a “Measurement Period”) that ends on or before December 31, 2012. Once the Minimum

Threshold is met for any one Measurement Period, the forfeiture condition set forth in this subsection (i) shall lapse and this subsection (i) shall no longer be applicable.

               (ii) The Minimum Threshold will be adjusted by the Compensation Committee of the Board of Directors of the Company, in its sole discretion but acting in good faith, to account for the effect of extraordinary events, including but not limited to gain on the sale of assets, divestitures or other gains not in the ordinary course of business as deemed appropriate by the Compensation Committee.

               (iii) If the Minimum Threshold is met and thereafter any of the Company’s financial statements are required to be restated resulting from errors, omissions or fraud with the effect that the Minimum Threshold was not met, the Compensation Committee, in its sole discretion but acting in good faith, may direct that the Company recover the Restricted Stock and the pre-condition set forth in subsection (i) shall again apply. In no event shall the recovery by the Company be less than the amount required to be repaid or recovered as a matter of law. The Compensation Committee shall determine whether the Company shall effect any such recovery (i) recovery of custody of the Restricted Stock so that it is again held subject to Section 4, (ii) by seeking repayment from the Participant, (iii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program, or arrangement) the amount that would otherwise be payable to the Participant under any compensatory plan, program or arrangement maintained by the Company of any of its affiliates, (iv) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices, or (v) by any combination of the foregoing.

          (b) Forfeiture Due to Termination of Employment. Subject to Section 3(b), if either a Date of Termination or a violation of Section 7 occurs prior to the date on which the Minimum Threshold is met, Participant shall forfeit the right to receive the Restricted Stock.

          For purposes of this Section 2, the Participant’s “Date of Termination” shall be the first day occurring on or after the date of this Agreement on which the Participant’s employment with the Company and all Related Companies (as defined in the Plan) terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

          (c) Restrictions on Transfer. Neither the Restricted Stock nor any of it may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise

2

transferred, encumbered or disposed of until such time as the Forfeiture Restrictions lapse as to the applicable Restricted Stock. Upon any violation of this restriction, the Restricted Stock shall be forfeited.

     3. Lapse of Forfeiture Restrictions.

          (a) Change in Control. If a Change in Control (as defined in the Plan) shall occur, then immediately all non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse.

          (b) Delivery of Certificates. Restricted Stock with respect to which the Forfeiture Restrictions have lapsed shall cease to be subject to any restrictions except as provided in Section 4(c), and the Company shall deliver to Participant a certificate representing the shares as to which the Forfeiture Restrictions have lapsed.

     4. Custody of Restricted Stock.

          (a) Custody. One or more certificates evidencing the Restricted Stock shall be issued by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of the Company. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions.

          (b) Additional Securities as Restricted Stock. Any securities received as the result of ownership of Restricted Stock, including without limitation, warrants, options, and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization (all such securities to be considered “Restricted Stock” for all purposes under this Agreement), shall be held in custody in the same manner and subject to the same conditions as the Restricted Stock with respect to which they were issued. Participant shall be entitled to direct the Company to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying the funds necessary to do so, in which event securities so purchased shall constitute Restricted Stock. In the event any Restricted Stock at any time consists of a security by its terms or otherwise convertible into or exchangeable for another security at the election of the older thereof, Participant may exercise such right of conversion or exchange in the event the failure to exercise or delay in exercising such right would result in its loss or diminution of value, and any securities so acquired shall be deemed Restricted Stock. In the event of any change in certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other transaction which results in a creation of Restricted Stock the Company is authorized to deliver to the issuer the certificate evidencing the Restricted Stock in exchange for a replacement certificate, which shall be deemed to be Restricted Stock.

          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be

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issued in the name of Participant in exchange for the certificate evidencing the previously Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange.

     5. Status of Stock.

          (a) Rights as Stockholder. Subject to the restrictions contained herein, the Participant shall have all voting and ownership rights applicable to the Restricted Stock, including the right to receive dividends, whether or not such Restricted Stock is vested and unless and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.

          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

     6. Relationship to Company.

          (a) The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

          (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon Participant any right with respect to continuance of employment by the Company or any of its affiliates, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s employment at any time.

     7. Non—Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

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                    (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this section,

                    (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

                    (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

                    (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

                    (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

                    (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

                    (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

                    (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

                    (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

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                    (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

               (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

               (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

               (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

                    (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

               (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

               (C) interfere in any manner with the relationship between any employee and Company.

6

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 7 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN THIRTY (30) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.
By:			(Participant)
	Title:	Dated:

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EX-10.1.22

Exhibit 10.1.22

NON-QUALIFIED STOCK OPTION AGREEMENT
(Employee Participant — Effective for Grants Made After May 1, 2008)

     THIS AGREEMENT, entered into as of the Grant Date (as defined in Section 1), by and between the Participant and Harris Interactive Inc. (the “Company”);

WITNESSETH THAT:

     WHEREAS, the Company maintains the Harris Interactive Inc. Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Non-Qualified Stock Option Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this Section 1:

          (a) The “Participant” is                                              .

          (b) The “Grant Date” is                                      .

          (c) The number of “Covered Shares” shall be                      shares of Stock.

          (d) The “Initial Exercise Date” is the one-year anniversary of the Grant Date.

          (e) The “Exercise Price” is $                     per share.

Other terms used in this Agreement are defined in Section 9 and elsewhere in this Agreement.

     2. Award and Exercise Price. The Participant is hereby granted an option (the “Option”) to purchase the number of Covered Shares of Stock at the Exercise Price per share as set forth in Section 1. The Option is not intended to qualify as an “Incentive Stock Option,” as defined in the Plan and in Section 422(b) of the Code.

     3. Date of Exercise.

     (a) The Option shall become exercisable (shall vest) with respect to:

          (i) 1/4th of the Covered Shares as of the Initial Exercise Date; and

          (ii) 1/48^th of the Covered Shares as of the end of each of the next 36 calendar months thereafter,

provided, however, that to the extent that the Option has not become exercisable (vested) on or before the Participant’s Date of Termination, such Option shall no longer become exercisable (vest) in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in the immediately following paragraphs. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below).

     (b) Notwithstanding Section 3(a), the Option shall become immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) upon the occurrence of the Participant’s Date of Termination by reason of the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date.

     (c) Notwithstanding Section 3(a), the Option shall become immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) upon the date of a Change in Control if the Participant’s Date of Termination does not occur before such Change in Control and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of Termination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason.

     4. Expiration. The Option, to the extent not theretofore exercised, shall not be exercisable on or after the Expiration Date. The “Expiration Date” shall be earliest to occur of:

          (a) the ten-year anniversary of the Grant Date;

          (b) if the Participant’s Date of Termination occurs by reason of Disability or death, the one-year anniversary of such Date of Termination;

          (c) if the Participant’s Date of Termination occurs for reasons other than death or Disability, sixty days after the Date of Termination; and

          (d) the date of any breach by Participant of his or her obligations under Section 8 of this Agreement.

In the event of the Participant’s death while in the employ of the Company, the Participant’s executors or administrators (or the person or persons to whom the Participant’s rights under the Option shall have passed by the Participant’s will or by the laws of descent and distribution) may exercise, any unexercised portion of the Option to the extent such exercise is otherwise permitted by this Agreement.

     Any Option exercised subsequent to the Participant’s Date of Termination as permitted hereunder shall be exercisable only to the extent vested at the time of the Participant’s Date of Termination, regardless of the reason for the termination, and no extension of time beyond the Participant’s Date of Termination shall permit exercise beyond the date such Option would otherwise expire if no termination had occurred.

     5. Method of Option Exercise. The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

     6. Withholding. All distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules as may be established by the Committee, such withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan.

     7. Transferability. The Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant or the Participant’s legal guardian or legal representative. However, the Participant, with the approval of the Committee, may transfer the Option for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term “Immediate Family” shall mean the Participant’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Participant).

     8. Non-Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this section,

               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

               (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

               (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

               (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

               (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

               (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

               (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

               (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the

publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

               (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

               (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

               (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

               (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

               (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

               (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

               (C) interfere in any manner with the relationship between any employee and Company.

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 8 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock for which this option has been exercised, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 8 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     9. Definitions. For purposes of this Agreement, the terms listed below shall be defined as follows:

          (a) “Cause” means (A) refusal or substantial failure to perform (other than due to physical or mental disability), or misconduct in the performance of, the ordinary and customary duties of Participant as reasonably required by the Company or the successor company, provided that such refusal, failure, or misconduct has continued after the Company or the surviving or acquiring entity or successor company (“successor company”) has given Participant five business days written notice of same, (B) overt and willful disobedience of orders or directives issued by the Company or successor company that are within the reasonable scope of Participant’s duties to the Company or successor company, (C) conviction of or commission of any felony by Participant, whether or not related to performance of duties under this Agreement, (D) commission of any other illegal act if committed in connection with the performance of duties for the Company or successor company if such act could reasonably tend to bring the Company or successor company into disrepute, or (E) material violation of the Company’s or successor company’s written rules, regulations or policies of general application provided that such violation has continued after the Company or successor company has given Participant five business days written notice of same.

          (b) Complying Assumption. A Complying Assumption pursuant to Section 3(c) shall occur if in connection with a Change in Control the surviving or acquiring entity or successor company , or its respective parent company, assumes, continues, or substitutes for the Option as provided in Section 4.15 of the Plan.

          (c) Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant’s employment with the Company and all Related Companies terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a

leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

          (d) Disability. Except as otherwise provided by the Committee, the Participant shall be considered to have a “Disability” during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than 120 days.

          (e) “Good Reason” means (i) material breach of the Company’s or successor company’s obligations to Participant, provided that Participant shall have given reasonably specific written notice thereof to the Company and/or successor company, and the Company and/or successor company shall have failed to remedy the circumstances within ten business days thereafter, (ii) any decrease in Participant’s base salary as in effect immediately prior to any Change of Control, or any material decrease in Participant’s benefits if such modification is not of general applicability to other similarly situated employees, or (iii) the relocation of Participant’s principal office to a location more than thirty (30) miles from the location of his/her office immediately prior to the Change in Control; provided, however, that Participant’s principal office shall not be deemed to be relocated by virtue of Participant being required to spend up to ten working days per month on average in the Company’s or successor company’s, and their respective affiliate’s, other offices.

          (f) Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

     10. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person or entity acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. In the event of the Participant’s death prior to exercise of this Award, the Award may be exercised by the estate of the Participant to the extent such exercise is otherwise permitted by this Agreement. Subject to the terms of the Plan, any benefits distributable to the Participant under this Agreement that are not paid at the time of the Participant’s death shall be paid at the time and in the form determined in accordance with the provisions of this Agreement and the Plan, to the beneficiary designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the designated beneficiary of the deceased Participant dies before the Participant or before complete payment of the amounts distributable under this Agreement, the amounts to be paid under this Agreement shall be paid to the legal representative or representatives of the estate of the last to die of the Participant and the beneficiary. Neither the benefits or obligations under this Agreement may be transferred or assigned by Participant except as otherwise expressly provided herein or in the Plan.

     11. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.

     12. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.

     13. Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Grant Date.

Participant
 

Name: 

Dated: 

Harris Interactive Inc.
 

By: 

Its: 

EX-10.1.23

Exhibit 10.1.23

HARRIS INTERACTIVE INC.
RESTRICTED STOCK AGREEMENT
(Employee Participant — Effective for Grants Made After May 1, 2008)

     This Agreement is made effective on ____________, between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and ____________ (“Participant”).

     WHEREAS, the Company maintains its 2007 Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted _______________ shares (the “Restricted Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

          (c) Statement of Election. In connection with this Agreement, the Participant will deliver to the Company an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the Company.

     2. Risk of Forfeiture (“Forfeiture Restrictions”).

          (a) Forfeiture Due to Termination of Employment. Subject to Section 3(b), should either a Date of Termination or a violation of Section 7 occur prior to any of the vesting dates provided in Section 3, Participant shall forfeit the right to receive the Restricted Stock that would otherwise have vested on such respective dates.

          (b) Date of Termination. For purposes of this Section 2, the Participant’s “Date of Termination” shall be the first day occurring on or after the date of this Agreement on which the Participant’s employment with the Company and all Related Companies (as defined in the Plan) terminates (irrespective of the reason for termination and whether such termination is voluntary or involuntary); provided that a termination of employment shall not be deemed to

occur by reason of a transfer of the Participant between the Company and a Related Company or between two Related Companies; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Related Company approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Related Company (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

          (c) Restrictions on Transfer. Neither the Restricted Stock nor any of it may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of until such time as the restrictions contained in Section 2 lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of this restriction, the Restricted Stock not theretofore vested shall be forfeited.

     3. Lapse of Forfeiture Restrictions.

          (a) Vesting. Subject to Section 2, _______ of the Restricted Stock shall vest on each of __________________.

          (b) Change in Control.

               (i) Section 4.14(c) of the Plan shall be superseded by Section 3(b)(ii) hereof if an assumption or substitution for the Restricted Stock, in compliance with Section 3(b)(iii) hereof, occurs at such time as a Change in Control (as defined in the Plan) occurs. If such a complying assumption or substitution does not so occur, upon the occurrence of a Change in Control all non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse.

               (ii) All non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of Termination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason. For purposes of this subsection:

                    (A) “Cause” means (1) refusal or substantial failure to perform (other than due to physical or mental disability), or misconduct in the performance of, the ordinary and customary duties of Participant as reasonably required by the Company or the successor company, provided that such refusal, failure, or misconduct has continued after the Company or the surviving or acquiring entity or successor company (“successor company”) has given Participant five business days written notice of same, (2) overt and willful disobedience of orders or directives issued by the Company or successor company that are within the reasonable scope of Participant’s duties to the Company or successor company, (3) conviction of or commission of any felony by Participant, whether or not related to performance of duties under this Agreement, (4) commission of any other illegal act if committed in connection with the

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performance of duties for the Company or successor company if such act could reasonably tend to bring the Company or successor company into disrepute, or (5) material violation of the Company’s or successor company’s written rules, regulations or policies of general application provided that such violation has continued after the Company or successor company has given Participant five business days written notice of same.

                    (B) “Good Reason” means (1) material breach of the Company’s or successor company’s obligations to Participant, provided that Participant shall have given reasonably specific written notice thereof to the Company and/or successor company, and the Company and/or successor company shall have failed to remedy the circumstances within ten business days thereafter, (2) any decrease in Participant’s base salary as in effect immediately prior to any Change of Control, or any material decrease in Participant’s benefits if such modification is not of general applicability to other similarly situated employees, or (4) the relocation of Participant’s principal office to a location more than thirty (30) miles from the location of his/her office immediately prior to the Change in Control; provided, however, that Participant’s principal office shall not be deemed to be relocated by virtue of Participant being required to spend up to ten working days per month on average in the Company’s or successor company’s, and their respective affiliate’s, other offices.

               (iii) A complying assumption or substitution shall occur if in connection with a Change in Control the successor company, or its respective parent company, assumes or substitutes for the Restricted Stock an award that confers the right to receive, for each share of Restricted Stock immediately prior to the Change in Control, the consideration (whether in stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee, may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the vesting of the Restricted Stock, for each share thereof, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

          (c) Delivery of Certificates. Restricted Stock with respect to which the forfeiture restrictions have lapsed shall cease to be subject to any restrictions except as provided in Section 4(c), and the Company shall promptly deliver to Participant a certificate representing the shares as to which the Forfeiture Restrictions have lapsed.

     4. Custody of Restricted Stock.

          (a) Custody. One or more certificates evidencing the Restricted Stock shall be issued by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of the Company. The Company may cause the certificate or certificates to be

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delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions.

          (b) Additional Securities as Restricted Stock. Any securities received as the result of ownership of Restricted Stock, including without limitation, warrants, options, and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization (all such securities to be considered “Restricted Stock” for all purposes under this Agreement), shall be held in custody in the same manner and subject to the same conditions as the Restricted Stock with respect to which they were issued. Participant shall be entitled to direct the Company to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying the funds necessary to do so, in which event securities so purchased shall constitute Restricted Stock. In the event any Restricted Stock at any time consists of a security by its terms or otherwise convertible into or exchangeable for another security at the election of the older thereof, Participant may exercise such right of conversion or exchange in the event the failure to exercise or delay in exercising such right would result in its loss or diminution of value, and any securities so acquired shall be deemed Restricted Stock. In the event of any change in certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other transaction which results in a creation of Restricted Stock the Company is authorized to deliver to the issuer the certificate evidencing the Restricted Stock in exchange for a replacement certificate, which shall be deemed to be Restricted Stock.

          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued in the name of Participant in exchange for the certificate evidencing the previously Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange.

     5. Status of Stock.

          (a) Rights as Stockholder. Subject to the restrictions contained herein, the Participant shall have all voting and ownership rights applicable to the Restricted Stock, including the right to receive dividends, whether or not such Restricted Stock is vested and unless and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.

          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable

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securities laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

     6. Relationship to Company.

          (a) No Effect on Rights of Company. The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

          (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon Participant any right with respect to continuance of employment by the Company or any of its affiliates, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s employment at any time.

     7. Non—Competition; Non-Solicitation.

          (a) Consideration for this Section. Participant acknowledges and agrees that:

               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinary employment compensation provided by the Company to Participant, and in making its decision to offer Participant the benefits afforded by this Agreement the Company relied upon and was induced by the covenants made by Participant in this section,

               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset of significant value, which is adequate consideration for the restrictions imposed by this Agreement,

               (iii) Participant’s position with the Company places Participant in a position of confidence and trust with the clients and employees of the Company,

               (iv) the Company’s business is carried on throughout the world and accordingly, it is reasonable that the restrictive covenants set forth below are not limited by specific geographic area,

               (v) the course of Participant’s employment with the Company necessarily requires the disclosure of confidential information and trade secrets related to the Company’s relationships with clients (such as, without limitation, pricing information, marketing

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plans, budgets, designs, methodologies, products, client preferences and policies, and identity of appropriate personnel of clients with sufficient authority to influence a shift in suppliers) as well as other confidential and proprietary information, (such as databases, methodologies, and technologies),

               (vi) Participant’s employment affords Participant the opportunity to develop a personal acquaintanceship and relationship with the Company’s employees and clients, which in some cases may constitute the Company’s primary or only contact with such employees and clients, and to develop a knowledge of those client’s and employee’s affairs and requirements,

               (vii) the Company’s relationships with its established clientele and employees are placed in Participant’s hands in confidence and trust, and

               (viii) it is reasonable and necessary for the protection of the goodwill and business of the Company that Participant make the covenants contained in this Agreement.

          (b) Restricted Activity.

               (i) Participant agrees that during the term of Participant’s employment, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

               (ii) For a period of one year after Participant’s Date of Termination, with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

          (A) with whom Participant in the course of employment by the Company acquired a relationship or had dealings,

          (B) with respect to whom Participant in the course of employment by the Company was privy to material or proprietary information, or

          (C) with respect to whom Participant was otherwise involved in the course of employment by the Company, whether in a supervisory, managerial, consultative, policy-making, or other capacity involving other Company employees who had direct dealings with such clients and customers.

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Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Date of Termination, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Date of Termination, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to the Date of Termination and in respect of whom the Company has not determined to cease such pursuit.

               (iii) For a period of one year after the Date of Termination, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with or as part of, any other person or entity) directly or indirectly:

          (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

          (B) employ, assist, engage, or otherwise contract or create any relationship with, any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

          (C) interfere in any manner with the relationship between any employee and Company.

          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 7 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

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     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.
By:
	Title:
Accepted:

(Participant)

Dated: 

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EX-10.1.24

Exhibit 10.1.24

HARRIS INTERACTIVE INC.
RESTRICTED STOCK AGREEMENT
(Directors —Effective for Grants Made After May 1, 2008)

     This Agreement is made effective on                     , between HARRIS INTERACTIVE INC., a Delaware Corporation (the “Company”), and                                          (“Participant”).

     WHEREAS, the Company maintains its 2007 Long-Term Incentive Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and

     WHEREAS, the Participant has been selected by the committee administering the Plan (the “Committee”) to receive a Restricted Stock Award under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

     1. Award.

          (a) Grant. The Participant is hereby granted                      shares (the “Restricted Stock”) of the Company’s common stock, par value $.001 per share (“Stock”), which shall be issued as hereinafter provided in Participant’s name subject to certain restrictions thereon. Participant hereby accepts the Restricted Stock subject to the terms and conditions of this Agreement.

          (b) Plan Incorporated. Participant acknowledges receipt of a copy of the Plan and agrees that this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

          (c) Statement of Election. In connection with this Agreement, the Participant will deliver to the Company an executed and completed Statement of Decision Regarding Section 83(b) Election in the form provided by the Company.

     2. Risk of Forfeiture (“Forfeiture Restrictions”).

          (a) Forfeiture Due to Termination of Service. Subject to Section 3(b), should either the last day of Participant’s service as a director or a violation of Section 7 occur prior to any of the vesting dates provided in Section 3, Participant shall forfeit the right to receive the Restricted Stock that would otherwise have vested on such respective dates.

          (b) Restrictions on Transfer. Neither the Restricted Stock nor any of it may be voluntarily or involuntarily sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of until such time as the restrictions contained in Section 2 lapse as to the applicable Restricted Stock and it is fully vested. Upon any violation of this restriction, the Restricted Stock not theretofore vested shall be forfeited.

     3. Lapse of Forfeiture Restrictions.

          (a) Vesting. Subject to Section 2, [one-twelfth                    ] of the Restricted Stock shall vest on the 15th day of each month commencing on [December 15, 20                     ].

          (b) Change in Control.

               (i) Section 4.14(c) of the Plan shall be superseded by Section 3(b)(ii) hereof if an assumption or substitution for the Restricted Stock, in compliance with Section 3(b)(iii) hereof, occurs at such time as a Change in Control (as defined in the Plan) occurs. If such a complying assumption or substitution does not so occur, then immediately all non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse upon a Change in Control.

               (ii) All non-vested Restricted Stock, not previously forfeited, shall fully vest and all Forfeiture Restrictions with respect to such shares shall lapse if a termination of the Participant’s service as a director occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan).

               (iii) A complying assumption or substitution shall occur if in connection with a Change in Control the successor company, or its respective parent company, assumes or substitutes for the Restricted Stock an award that confers the right to receive, for each share of Restricted Stock immediately prior to the Change in Control, the consideration (whether in stock, cash or other securities or property) received in the transaction constituting the Change in Control by holders of shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee, may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the vesting of the Restricted Stock, for each share thereof, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.

          (c) Delivery of Certificates. Restricted Stock with respect to which the forfeiture restrictions have lapsed shall cease to be subject to any restrictions except as provided in Section 4(c), and the Company shall promptly deliver to Participant a certificate representing the shares as to which the Forfeiture Restrictions have lapsed.

     4. Custody of Restricted Stock.

          (a) Custody. One or more certificates evidencing the Restricted Stock shall

be issued by the Company in Participant’s name, or at the option of the Company, in the name of a nominee of the Company. The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement. Upon request of the Committee, Participant shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Stock then subject to the Forfeiture Restrictions.

          (b) Additional Securities as Restricted Stock. Any securities received as the result of ownership of Restricted Stock, including without limitation, warrants, options, and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization (all such securities to be considered “Restricted Stock” for all purposes under this Agreement), shall be held in custody in the same manner and subject to the same conditions as the Restricted Stock with respect to which they were issued. Participant shall be entitled to direct the Company to exercise any warrant or option received and considered Restricted Stock hereunder upon supplying the funds necessary to do so, in which event securities so purchased shall constitute Restricted Stock. In the event any Restricted Stock at any time consists of a security by its terms or otherwise convertible into or exchangeable for another security at the election of the older thereof, Participant may exercise such right of conversion or exchange in the event the failure to exercise or delay in exercising such right would result in its loss or diminution of value, and any securities so acquired shall be deemed Restricted Stock. In the event of any change in certificates evidencing Restricted Stock by reason of any recapitalization, reorganization or other transaction which results in a creation of Restricted Stock the Company is authorized to deliver to the issuer the certificate evidencing the Restricted Stock in exchange for a replacement certificate, which shall be deemed to be Restricted Stock.

          (c) Delivery to Participant. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause certificate(s) for the vested Restricted Stock to be issued in the name of Participant in exchange for the certificate evidencing the previously Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any securities exchange.

     5. Status of Stock.

          (a) Rights as Stockholder. Subject to the restrictions contained herein, the Participant shall have all voting and ownership rights applicable to the Restricted Stock, including the right to receive dividends, whether or not such Restricted Stock is vested and unless and until the Restricted Stock is forfeited pursuant to the provisions of this Agreement.

          (b) Compliance with Securities Laws. Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner which would constitute a violation

of any applicable federal or state securities laws. Participant also agrees (i) that the legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws may be applicable to the Restricted Stock, (ii) that the Company may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

     6. Relationship to Company.

     (a) The existence of this Restricted Stock Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganization or other changes in the Company’s capital structure or its business, or any merger or consolidation of Company or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding , whether of a similar character or otherwise.

     (b) No Guarantee of Service. This Restricted Stock Agreement shall not confer upon Participant any right with respect to continuance of service on the Board of Directors of the Company, nor shall it interfere in any way with any right the Company, or its directors or stockholders, would otherwise have to terminate such Participant’s service at any time.

     7. Non-Competitive Agreement.

     (a) Restricted Activity.

          (i) Participant agrees that during the term of Participant’s service as a director, Participant shall not, directly or indirectly, as a director, officer, employee, agent, partner or equity owner (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct) of any entity, or in any other manner directly or indirectly engage in any activity or business competitive in any manner with the activities or business of the Company.

          (ii) For a period of one year after the date (the “Termination Date”) on which Participant no longer serves as a director of the Company (irrespective of the reason for termination of such service), with respect to any services, products, or business pursuits competitive with those of the Company, Participant shall not, directly or indirectly, whether as a director, officer, employee, consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of the shares of the publicly traded stock of a corporation which Participant does not have in fact the power to control or direct), participant, proprietor, manager, operator, independent contractor, representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any of the clients or customers of the Company:

               (A) with whom Participant in the course of service as a director of the

Company acquired a relationship or had dealings,

               (B) with respect to whom Participant in the course of service as a director of the Company was privy to material or proprietary information, or

               (C) with respect to whom Participant was otherwise directly involved in the course of service as a director of the Company.

Such clients and customers include any client or customer to whom the Company sold services or products in the two years prior to the Termination Date, any prospective client or customer of the Company for whom a proposal was prepared or to whom any other marketing presentation was made within the year prior to the Termination Date, or any prospective client or customer for whom pursuit was actively planned by the Company within the year prior to Termination and in respect of whom the Company has not determined to cease such pursuit.

          (iii) For a period of one year after the Termination Date, Participant shall not (including without limitation on behalf of, for the benefit of, or in conjunction with, any other person or entity) directly or indirectly:

               (A) solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any employee of Company to terminate such employee’s relationship with Company for any reason, or assist any person or entity in doing so,

               (B) employ, assist, engage or otherwise contract or create any relationship with any employee or former employee of Company in any business or venture of any kind or nature, in the case of a former employee unless such person shall not have been employed by Company for a period of at least one year and no solicitation prohibited hereby shall have occurred prior to the end of such one year period, or

               (C) interfere in any manner with the relationship between any employee and Company.

     (b) Remedies. Participant acknowledges that the Company’s legal remedies for a breach of this Section 7 shall be inadequate, and that without limitation of Company’s rights to any other remedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctive relief to enforce this provision, and (ii) shall be entitled to cancel any rights under this Agreement, and (iii) shall be entitled to recover from the Participant any Stock granted hereunder, whether or not vested, or if such Stock has been transferred or sold, an amount equal to the value thereof, and such Stock and the proceeds thereof shall be held in a constructive trust for the purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall survive any vesting and/or forfeiture of rights hereunder. If any part of this Section 7 shall be deemed illegal or unenforceable, this section shall be deemed modified and then enforced to the greatest extent legally enforceable.

     8. Committee’s Powers. No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering

any of the powers, rights or authority vested in the Committee pursuant to the terms of the Plan, including, without limitation, the Committee’s rights to make certain determinations and elections with respect to the Restricted Stock.

     9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors and assigns of the Company and all persons lawfully claiming under Participant.

     10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TO THE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.

     IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Participant has executed this Agreement, all effective as of the date of first above written.

HARRIS INTERACTIVE INC.
By:
	Title:

Accepted:
 

(Director) 

Dated: 

EX-10.1.25

Exhibit 10.1.25

Letter Sent September, 2008 to All Holders of Options With Early Expiration Upon
Termination of Employment

I am pleased to advise you that the Compensation Committee of Harris Interactive Inc. has recently approved an improved amendment to your stock option Agreements.

Until now, when an employee terminated from the Company, the Company’s older Agreements expired upon termination and more recently expired 30 days after termination of employment (except in the event that termination of employment occurs for any reason except for death, disability, breach of the Agreement, or normal expiration of the option at the end of its ten-year term). In order to provide a longer time period for participant’s to exercise their options after termination, the Compensation Committee has amended the Agreements.

Your Agreements are hereby amended to provide for expiration of your options sixty (60) days after your Date of Termination (as specifically defined in the Agreements). The other provisions of the Agreements applicable to expiration at the end of the 10-year term, or upon death, disability, or breach of the Agreement by the participant remain unchanged.

Please note, your stock options will not vest during the 60 day window in which you can exercise your options.

As a reminder, your covered option agreements include the following (the “Agreements”):

      [list of covered option agreements]

It is important that you retain this letter amendment in a safe place with your Agreements. It amends your Agreements and is a reminder that if you want to exercise your options, you must do so within 60 days of your Termination Date to avoid forfeiture.

If you have any questions, please feel free to call me at extension 7506.

Sincerely yours,

Dennis K. Bhame
Executive Vice President, Human Resources

EX-10.4.7

Exhibit 10.4.7

May 30, 2008

Mr. David Bakken
23 Old Lyme Road
Pittsford, New York 14534

Dear David:

     At the time you were recently promoted to your current position by Harris Interactive Inc. (the “Company”), you were advised that your compensation would include a grant of 20,000 options and 10,000 shares of restricted stock, subject to approval by the Compensation Committee of the Board of Directors (the “Committee”) on the Company’s regular quarterly equity grant date, May 15, 2008. The Committee has been working with a compensation consultant in reviewing Company policies related to equity grants, and has not yet completed that review. The Committee therefore determined not to make any option or restricted stock grants on May 15.

     Even though the proposed grants were subject to the discretion of the Committee, the Committee wants to treat you fairly given that you will not receive the proposed options and restricted stock. Therefore, the Committee has structured a cash award in substitution of the proposed grants. The award is intended to have the same vesting characteristics that the options and stock would have had. The details are as follows.

     You are hereby given the right to receive cash awards from the Company in an aggregate amount of $80,000 subject to the terms and conditions of this letter. 25% of the aggregate total amount will be paid to you on each of May 15, 2009, May 15, 2010, May 15, 2011, and May 15, 2012; provided, however, if on any payment date you are no longer employed by the Company for any reason, your rights to the payment otherwise due on that date and thereafter will be forfeited. If a change in control of the Company occurs prior to May 15, 2012, your right to the full remaining unpaid amount of the cash award will be treated as vested, and it will be paid to you within thirty days after the change in control. For purposes of this letter, a “change in control” will be deemed to occur under the circumstances set forth in Treasury Regulation Section 1.409A-3(i)(5).

     We appreciate the valuable service you provide to our Company. I will be happy to answer any questions you may have.

HARRIS INTERACTIVE INC.

 

/s/ Dennis K. Bhame
 

Dennis K. Bhame 

Executive Vice President, Human Resources 

EX-10.4.30

Exhibit 10.4.30

May 30, 2008

Mr. Stephan Sigaud
27 Glenwood Drive
Shorthills, New Jersey 07078

Dear Stephan:

     At the time you were promoted to your current position by Harris Interactive Inc. (the “Company”), you were advised that your compensation would include a grant of 20,000 options and 10,000 shares of restricted stock, subject to approval by the Compensation Committee of the Board of Directors (the “Committee”) on the Company’s regular quarterly equity grant date, May 15, 2008. The Committee has been working with a compensation consultant in reviewing Company policies related to equity grants, and has not yet completed that review. The Committee therefore determined not to make any option or restricted stock grants on May 15.

     Even though the proposed grants were subject to the discretion of the Committee, the Committee wants to treat you fairly given that you will not receive the proposed options and restricted stock. Therefore, the Committee has structured a cash award in substitution of the proposed grants. The award is intended to have the same vesting characteristics that the options and stock would have had. The details are as follows.

     You are hereby given the right to receive cash awards from the Company in an aggregate amount of $80,000, subject to the terms and conditions of this letter. 25% of the aggregate total amount will be paid to you on each of May 15, 2009, May 15, 2010, May 15, 2011, and May 15, 2012; provided, however, if on any payment date you are no longer employed by the Company for any reason, your rights to the payment otherwise due on that date and thereafter will be forfeited. If a change in control of the Company occurs prior to May 15, 2012, your right to the full remaining unpaid amount of the cash award will be treated as vested, and it will be paid to you within thirty days after the change in control. For purposes of this letter, a “change in control” will be deemed to occur under the circumstances set forth in Treasury Regulation Section 1.409A-3(i)(5).

     We appreciate the valuable service you provide to our Company. I will be happy to answer any questions you may have.

HARRIS INTERACTIVE INC.


Dennis K. Bhame
Executive Vice President, Human Resources
 

EX-10.4.52

Exhibit 10.4.52

CHANGE TO COMPENSATION ARRANGEMENTS
FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE NOVEMBER 15, 2008

On November 15 of each year, each non-employee director of Harris Interactive Inc. receives a grant of restricted stock as part of his annual compensation. Previously, the number of shares granted was determined by dividing the annual cash retainer paid to each non-employee director ($41,500 in 2008 and 2009) by the closing price of the Company’s stock on November 15 of the applicable year. On August 20, 2008, the directors approved a change for grants expected to be made on November 15, 2008. Each such grant will equal the number of shares determined by dividing $41,500 by the greater of (i) $3 per share and (ii) the actual closing price of the Company’s stock on November 15, 2008. By way of illustration, if the share price on November 15, 2008 is the same as the August 20, 2008 closing price of $1.47, the result of the change would be an approximate 25% reduction in base director compensation.

EX-10.4.53

Exhibit 10.4.53

[Harris Interactive Letterhead]

June 4, 2008

Steven Fingerhood
ZF Partners, L.P.
One Ferry Building
Suite 255
San Francisco, CA 94111

Dear Steven:

     Harris Interactive Inc. (the “Company”) provides compensation to members of its Board of Directors in two forms, cash and restricted stock. The restricted stock grant is the number of shares with a fair market value, at the time of grant, approximately equal to the annual cash retainer. The restricted stock is granted on November 15 of each year. Because you joined the Board mid-year, the Compensation Committee would normally award a pro-rated amount of restricted stock on the next succeeding regularly quarterly equity grant date, in this case May 15, 2008.

     As you know, however, the Committee determined for legal reasons not to make any equity grants on May 15. Therefore, the Committee has structured a cash award in substitution of the proposed grants. The award is intended to have the same vesting characteristics that restricted stock would have had. The details are as follows.

     You are hereby given the right to receive cash awards from the Company in an aggregate amount of $25,937, subject to the terms and conditions of this letter. $8,647 of such amount will be paid to you on June 15, 2008, and an additional $3,458 will be paid on the 15th day of each of July, August, September, October, and November, 2008; provided, however, if on any payment date you are no longer serving as a member of the Board of Directors of the Company for any reason, your rights to the payment otherwise due on that date and thereafter will be forfeited. If a change in control of the Company occurs prior to November 15, 2008, your right to the full remaining unpaid amount of the cash award will be treated as vested upon the change in control, and it will be paid to you within thirty days after the change in control. For purposes of this letter, a “change in control” will be deemed to occur under the circumstances set forth in Treasury Regulation Section 1.409A-3(i)(5).

HARRIS INTERACTIVE INC.

Gregory T. Novak
Chief Executive Officer

EX-10.4.59

Exhibit 10.4.59

COMPENSATION ARRANGEMENTS WITH EXECUTIVE OFFICERS

     Certain of the executive officers of Harris Interactive Inc. (the “Company”) including Messrs. Anderson, Novak, Salluzzo, Terhanian, and Vaden, have Employment Agreements with the Company which provide for their respective base salaries and target bonuses, subject to adjustment from time to time in the discretion of the Compensation Committee of the Board of Directors. Their respective salaries and target bonuses as adjusted in fiscal 2008 have not been adjusted for fiscal 2009, and are shown below in the Executive Officer Compensation Table (“Table”).

     The remaining executive officers, including Messrs. Bakken, Bhame, Millard, Narowski and Sigaud, and Ms. O’Neill, do not have employment agreements. Under the Company’s arrangements with them, their respective salaries and target bonuses as adjusted during fiscal 2008 and continuing in effect during fiscal 2009, are shown below in the Table.

     For fiscal 2009 as in fiscal 2008, the Company has two bonus plans in which its executive officers, together with other employees, participate including a Corporate Bonus Plan and a Business Unit Bonus Plan. Messrs. Novak, Salluzzo, Bakken, Bhame, and Narowski participate in the Corporate Bonus Plan and the remaining executive officers participate in the Business Unit Bonus Plan. Mr. Anderson also has individual retentive and performance bonus opportunities under the terms of his Employment Agreement.

     Under the Corporate Bonus Plan, for fiscal 2009 a fixed dollar pool for all participants of $990,000 is established. The actual payout from the pool increases or decreases based upon achievement of pre-set levels of “Adjusted EBITDA” (EBITDA adjusted to remove the effect of non-cash stock-based compensation expense). Each participant in the Corporate Bonus Plan is allocated a specified percentage of the pool. In order for a participant in the Corporate Bonus Plan to achieve his full personal target bonus, Adjusted EBITDA would have to be 128% greater than budget. Based upon better or worse performance, bonus payouts can increase or decrease. Absent any discretionary allocation, 66% of targeted bonus pool is payable if performance is equal to budget and no bonus is payable if performance is less than 96% of budget.

     Under the Business Unit Bonus Plan for fiscal 2009, individual metrics are established for each participant. In general, 25% of each participant’s bonus is determined based upon the same Company-wide Adjusted EBITDA results as are applicable under the Corporate Bonus Plan. In addition, 65% of bonus is earned by achievement of budgeted operating income for the particular business unit with which the officer is associated, and 10% of the bonus is based upon evaluation of performance against individual management objectives. Within the Business Unit Bonus Plan bonuses may be increased or decreased by set percentages based upon client satisfaction scores for the business unit with which a particular officer is associated.

     Up to 10% under all of the Company’s bonus plans is available to be awarded to the participants in any of those plans in the discretion of the Chief Executive Officer, subject in the case of executive officers to approval by the Compensation Committee. The Compensation Committee of the Board of Directors also reserves the right to increase the payouts that would otherwise be applicable.

     In fiscal 2009, the Corporate and Business Unit Bonus Plans have a one-time retention modifier. Each bonus-eligible individual who has a satisfactory performance record, and who remains actively employed on the date bonuses are paid in August, 2009, will receive 25% of target bonus whether or not the threshold metrics of the applicable Bonus Plan are achieved. The Company will receive a credit for the amount paid as part of such retention bonus against bonus otherwise earned by each bonus plan participant.

EXECUTIVE OFFICER COMPENSATION TABLE

	FY2009 Bonus	FY2009 Applicable
Executive Officer	Target	Bonus Plan	Salary
Bruce A. Anderson	(1) $75,000 CND	(1) Business Unit	$315,000 CND
	(2) $90,000 CND	(2) Individual
	(3) $60,000 CND	(3) Individual
David G. Bakken	$50,000	Corporate	$210,000
Dennis K. Bhame	$60,000	Corporate	$205,000
Richard W. Millard	$75,000	Business Unit	$225,000
Eric W. Narowski	$30,000**	Corporate	$155,000
Gregory T. Novak	$250,000	Corporate	$500,000
Michelle F. O’Neill	$75,000	Business Unit	$250,000
Ronald E. Salluzzo	$150,000	Corporate	$335,000
Stephan B. Sigaud	$75,000	Business Unit	$260,000
George H. Terhanian	$100,000	Business Unit	$299,000*
David B. Vaden	$150,000	Business Unit	$350,000

* Subject to currency adjustment with 5% changes in the exchange rate between the US Dollar and the British Pound

EX-10.6.3

Exhibit 10.6.3

Third Amendment to Lease Agreement

100 Carlson Road LLC
100 Carlson Road
Rochester, New York 14610

and

HarrisInteractive, Inc.
135 Corporate Woods
Rochester, New York 14623

For the purposes of modifying 1^st Amendment to lease dated July 1, 1999 and 2^nd Amendment to Lease dated August 1, 1999 of Lease Agreement dated July 1, 1998 with respect to space contained in Exhibits “H” and “J”, the parties hereby agree to the following”

1.	Option Period: Tenant hereby renews the 2nd option terms as contained in paragraphs seven (7) of the 1st and 2nd Amendments through October 31, 2004.
2.	Monthly Rental Agreement: Tenant shall receive a combined monthly rent credit of Two Thousand Six Hundred Thirty Six dollars and 67/100 ($2,636.67) commencing with the April 2003 Additional Monthly Rent remittance as contained in paragraphs six (6) of the 1st and 2nd Amendments. This combined monthly rent credit to continue for any or all 3rd through 5th option periods.

Dated this 29^th day of March 2003

100 Carlson Road LLC HarrisInteractive, Inc.
By	By
Title	Title

EX-10.6.10

Exhibit 10.6.10

DATE
June 1985 27^th

CROWVALE PROPERTIES LIMITED

-to-

MAX FACTOR LIMITED

-and-

SURETY

UNDERLEASE
Relating to office premises known
As Watermans Park, High Street,
Brentford in the London
Borough of Hounslow

ADLERS

22-26 PAUL STREET

LONDON EC2A 4JH
RW000.31

1

THIS UNDERLEASE made the twenty seventh day of June One thousand nine hundred and eighty-five BETWEEN CROWVALE PROPERTIES LIMITED whose registered office is at Carmelite Street London EC4 (hereinafter called “\illegible\ Lessor” which expression shall where the context so \illegible\ include the person for the time being entitled to the \illegible immediately expectant on the determination of the terms hereby granted) of the first part MAX FACTOR LIMITED whose registered office is situate at 75 Davies Street London W.I. (hereinafter called the “lessee” which expression where the context so \illegible\ shall include the successors in title of the Lessee) of \illegible\ second part and INTERNATIONAL PLAYTEX INC WHOSE REGISTERED OFFICE IS AT Stamford Connecticut United States of America (hereinafter called “the Surety”) of the third part WITNESSETH as follows:-

1.00 Definitions

1.01 In this Lease:-

(a)	“the term” means the term of years hereby created
(b)	“these presents” means this Lease and any document which is supplemental thereto or which is entered into pursuant to or in accordance with these terms
(c)	“the demised premises” means the land hereinafter described together with the appurtenances thereto belonging and together also with any building or part of a building now or hereafter erected thereon or on any part thereof including all boundary walls and fences )other than party walls and party fences) drains sewers pipes wires cables gutters conduits ducts and other media sanitary and water apparatus and things forming part of and serving the same and all additions alterations and improvements thereto which may be made during the term and all Landlords fixtures and fittings from time to time in and about the same including all plant installations apparatus and machinery used in connection with the demised premises and all carpets wall coverings and paneling and light fittings.
(d)	“The Superior Lease” means a Lease dated the fourteenth day of June 1985 and lade between the Mayor and Burgesses of the London Borough of Hounslow (1) and the Lessor (2)

1

(e)	“The Planning Acts” means the Town and Country Planning Acts for the time being in force and any Order instrument plan regulation permission consent and direction made or issued thereunder or deriving therefrom
(f)	“Development” shall have the meaning ascribed to it in the Planning Acts
(g)	“interest” means interest at the rate of 3% over Lloyds Bank Base Rate or its equivalent from time to time prevailing
(i)	“the Insured Risks” means loss or damage by fire and special perils including but without prejudice to the generality of the foregoing lightning explosion impact aircraft earthquake riot civil commotion and malicious damage storm tempest or flood bursting or overflowing of water tanks boilers apparatus or pipes and such other risks (whether or not in the nature of the foregoing) as the Lessor may from time to time reasonably require
(j)	“An accepted part” means a complete floor or floors of the building comprised within the demised premises (each suite on such floor being shown edged blue on the plan) but without the services and excluding the common parts on the relevant floor or floors
(k)	”the plans” means the drawings numbered 994/101/B, 994/102B, 994/104/B and 994/105/A annexed hereto
(l)	“the common parts” means the areas referred to in Clause 3(2) of the Superior Lease but (for the avoidance of doubt) shall not include the adjoining area of the Arts Centre shown on the Plans other than the said area shown coloured blue on the plan attached to the Superior Lease

AND in these presents where the context so admits

(i) words importing the masculine gender shall include the feminine gender and words importing the singular number only shall include the plural number and vice versa and words importing a person and all references to a person shall include a corporation

2

(ii) where there are two or more persons included in the expression “the Lessor” and/or “the Lessee” covenants contained in these presents which are expressed to be made by the Lessor and/or the Lessee shall be deemed to be made by such persons jointly and severally

2.0 The tenancy

2.01 IN consideration of the rents nad covenants on the part of the Lessee hereinafter reserved and contained the Lessor HEREBY DEMISES unto the Lessee ALL THAT piece of parcel of land Together with the building erected thereon or on some part thereof known as Watermans Park High Street Brentford in the London Borough or Hounslow shown coloured brown and red on the plans but excluding the River Wall shown coloured green on the drawing numbered 994/101/B TOGETHER WITH the rights specified in the First Schedule hereto EXCEPT AND RESERVING the rights and matters specified in the Second Schedule hereto TO HOLD the same unto the Lessee for a term of TWENTY FIVE YEARS from and including the twenty fourth day of June One thousand nine hundred and eight-five until the twenty third day of June One thousand nine hundred and ninety the yearly rent of THREE HUNDREN AND FIVE THOUSAND POUNDS (£305,000.00) and thereafter such yearly rent as shall become payable under the Third Schedule hereto such rent to be paid in advance on the usual quarter days by equal quarterly installments without any deduction (except for such tax as the Lessee may be authorised by law to deduct) the first such payment in respect of the period from the twenty fourth day of June 1985 until the twenty eighth day of September 1985 to be made on the execution of these presents AND SECONDLY by way of further rent a sum or sums equal to the cost and the expenses incurred or paid by the Lessor in or incidental to the Lessor complying with its insurance obligations or rights hereinafter contained such further rent to be paid to the Lessor on demand

3.00 Lessee’s covenants

3.01 THE LESSEE HEREBY COVENANTS with the Lessor to the intent that its obligations hereinafter contained shall continue throughout the terms as follows:-

3

Pay Rents

3.02 TO pay the said respective rents including any further rent payable hereunder at the times and in the manner aforesaid

Interest

3.03 To pay interest to the Lessor on any rent or other sums of money [payable by the Lessee to the Lessor under these presents is the same shall not have been received by the Lessor within 14 days of the same becoming payable and in such event interest shall be calculated on a day to day basis for the period from the date upon which such money became payable until the date of receipt of payment by the Lessor and the aggregate amount for the time being so payable shall as the option of the Lessor be recoverable by action or as rent in arrear PROVIDED that nothing in this sub-clause contained shall entitle the Lessee to withhold or delay any payment of rent or other sums of money after the date upon which it first falls due or in any way prejudice affect or derogate fro the rights of the Lessor under proviso for re-entry hereinafter contained

Pay rates etc.

3.04 TO bear any discharge and at all times to keep the Lessor fully indemnified from and against all liability in respect of all rates taxes duties charges assessments impositions and outgoings whatsoever (whether parliamentary parochial local or otherwise) which now are ort may at any time hereafter during the term be charged levied assessed or imposed upon the demised premises or upon the owner or occupier in respect thereof and without prejudice to the generality of the foregoing to pay any tax levy duty charge or imposition whatsoever arising as a result of the sale transfer underletting or other disposition or the deemed sale transfer underletting or other deemed disposition of the demised premises or any part thereof by the Lessee or any person under its control or any person deriving title under or through the Lessee

Maintain lift boiler and air conditioning plant

3.05 TO keep all lighting heating ventilation air conditioning and drainage plant installations hot and cold water and sanitary systems lifts and fire equipment (including electrical wiring gas oil and other necessary pipes) and all machinery and apparatus

4

used in connection therewith as may from time to time be in the demised premises in good and safe working order repair and condition (damage by the Insured Risks excepted unless the policy or policies of insurance effected by the Lessor shall have been rendered void or payment of the insurance monies thereunder be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee or any person under the control of the Lessee or any sub-lessee) and from time to time to replace the same or any of them by suitable articles or equipment of similar and modern kind and equal value to the reasonable satisfaction of the Lessor or its Surveyors

Contributions

3.06	(a)	To pay and contribute one half of all expenses or repairing rebuilding renewing redecorating scouring cleansing maintaining lighting where applicable and insuring the common parts together with one half of the amount of all rates taxes duties charges assessments levies impositions and outgoings whether parliamentary parochial local or of any other description which are now or may at any time hereafter be taxed assessed charged levied or imposed upon or payable in respect of the common parts
	(b)	To pay the reasonable and proper fees of any managing agents appointed by the Lessor for the management of the demised premises.

Repair

3.07 AS often as may be necessary well and substantially to repair renew or rebuild maintain decorate and clean and at all times to put and keep in good and substantial repair and condition the demised premises (damage by the Insured Risks excepted unless the policy or policies of insurance effected by the Lessor shall have been rendered void or payment of the insurance monies thereunder be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee or any person under the control of the Lessee or any sub-lessee)

5

Paint Exterior

3.08 In every third year of the term and also during the last year thereof (howsoever the same may be determined) to paint in a proper and workmanlike manner with two coats at least of good quality paint of a colour which if different from the present colour shall be previously approved in writing by the Lessor or its surveyor (such approval not to be unreasonably withheld or delayed) all outside parts of the demised premises usually painted or which ought to be painted including stucco word and with every such outside painting to polish all outside parts of the woodwork usually polished and from time to time as the Lessor shall reasonably consider necessary to clean the brickwork and stonework and to restore point and make good the brickwork stucco and stonework where necessary and generally to carry out all such works with good quality materials of their several kinds available and in good and workmanlike manner

Paint Interior

3.09 IN the fifth year of the term and thereafter once in every five years of the term and also during the last three months thereof (howsoever the same may be determined) to paint with two coats at least of good quality paint and in respect of the painting during the last three months of a colour to be previously approved in writing by the Lessor or its surveyor (such approval not to be unreasonably withheld or delayed) and well and sufficiently to grain varnish paper plaster whiten and emulsion all the interior part of the demised premises as are usually or which ought to be grained varnished papered plastered whitened and emulsioned and generally to redecorate throughout restoring and making good the demised premises and to carry out all work required by this Clause with good quality materials of their several kinds available and in a good and workmanlike manner

Tenant’s insurance

3.10 At all times during the term to insure and keep insured in the joint names of the Lessor and the Lessee (such approval not to be unreasonably withheld or delayed) any plate glass in the demised premises against loss damage or destruction

6

for the full replacement value thereof and to pay all premiums necessary for that purpose and whenever required to produce to the Lessor or its agent the policy of insurance and the receipt for the current year’s premium and to cause all money received by virtue of such insurance to be forthwith laid out of its own monies Provided Always that if the Lessee shall at any time fail to keep such insurance or fail to produce the policy or last receipt as aforesaid then the Lessor may (but shall be under no obligation to do so) effect and maintain such insurance and any monies expended by the Lessor for that purpose shall be recoverable from the Lessee on demand

Inspect

3.11 To permit the Lessor and its agents and all others reasonably authorized by the Lessor with or without workmen to enter upon the demised premises at all reasonable times during the term on giving at least forty-eight hours previous written notice (except in emergency) to inspect the same and ascertain how the same are being used and occupied or to estimate the current value thereof for insurance or mortgage or for the purpose of ascertaining the rent of the demised premises or other such purposes and to view the state of repair and condition thereof and to take a Schedule of the Lessor’s fixtures and of any dilapidations and to exercise the rights hereinafter excepted and reserved

Lessor’s notice

3.12 WELL and substantially to made good all defects and wants of reparation of which notice in writing shall be give to or left on the demised premises for the Lessee by the Lessor and for which the Lessee is liable hereunder within two calendar months or as soon as reasonably practicable after the giving or leaving of such notice or sooner if requisite but to commence to make good the same within one month after the giving or leaving of such notice or soon if requisite and if the Lessee fails to comply with any such notice it shall be lawful (but not obligatory) for the Lessor (without prejudice to the right of re-entry hereinafter contained) to enter upon the demised premise to make good the same at the cost of the Lessee which cost shall be repaid by the Lessee to the Lessor on demand together with all solicitors’ and surveyors’ reasonable charges and other expenses which may be incurred by the Lessor in connection therewith together with interest thereon in each case from the date of payment by the Lessor

7

Right Of entry

3.13 TO permit the Lessor and its agents at all reasonable times with or without workmen on giving at least forty-eight hours previous notice (except in the case of emergency) to the Lessee where practicable to enter and remain upon the demised premises for the purpose of executing repairs and alterations to adjoining premises such persons causing as little damage and disturbance as possible and forthwith making good all damage done thereby to the demised premises

Inflammable materials

3.14 NOT to bring or permit to be brought into the demised premises or to place or store or permit to be placed or stored or to remain in or about the demised premises any article or thing which is dangerous combustible inflammable radio-active toxic corrosive or explosive PROVIDED THAT the Lessee is permitted to keep cosmetic preparations and photographic materials in the demised premises and not to carry on or do or permit to be carried on or done thereon any hazardous trade or act in consequence of which the Lessor would or might be prevented from insuring the demised premises or any adjoining property for the time being owned by the Lessor at the ordinary rate of premium or whereby any insurance effected in respect of any such property would or might be vitiated or prejudiced and not without the written consent of the Lessor to do or allow to be done anything whereby any additional premium may become payable for the insurance of the demised premise or any such adjoining property and then not unless the Lessee shall be willing to bear all extra insurance premiums thereby occasioned and to comply at all times during the term with all conditions and recommendations which may be imposed or made by the insurers with whom the Lessor effects the insurance of the demised premise Provided that the Lessor shall supply to the Lessee upon request a copy of or extract from any relevant insurance policy and of all endorsements thereon relative to the demised premises

8

Heavy objects

3.15 (a) NOT to suspend any weight from the roof or ceilings or roof or ceiling members of the demised premises which is likely to cause damage to the demised premises not to place or keep or permit to be placed or kept in the demised premises any heavy articles or machinery in such position or in such quantity or weight or otherwise in such manner howsoever as to exceed the load bearing capabilities of the floors or structure of the demised premises and no to do or cause to be done any act which would cause loadings upon or the stability of any neighbouring property or building to be adversely affected

(b) NOT to place or permit to be placed or permit to remain any goods parcels refuse or rubbish in or about the common parts staircase lifts corridor landings passages entrances forecourts service and car park areas or courtyards of or within the cartilage of the demised premises or otherwise obstruct or permit the obstruction of the same and not to convey or permit to be conveyed any goods or parcels in the passenger lifts of the demised premises which are likely to exceed their load bearing capabilities

Nuisance

3.16 (a) NOT to carry on use or permit the demised premises to be used for any noisy noisome offensive or dangerous trade manufacture business or occupation nor for any illegal or immoral purpose nor do or suffer to be done on the demised premises any act matter or thing whatsoever which may be or tend to become an annoyance nuisance damage disturbance or inconvenience to the prejudice of the Lessor or to the adjoining or neighbouring premises or to the owners or occupiers thereof or any of them or which may render the Lessor or the Lessee liable to any notice under any Public Health Act for time time being in force or for any purpose or in any way which would constitute a breach of any of the provisions of any private or public Act or Acts of Parliament for the time being in force or any regulations or by-laws made by any competent public or local authority

9

Public Shows

(b) NOT to permit any sale by auction or public exhibition or public show or spectacle or political meeting to take place on the demised premises

Use

3.17 NOT to use or occupy or permit the demised premises to be used or occupied otherwise than for office purposes and for car parking Provided always and the Lessee hereby acknowledges and admits that notwithstanding the foregoing provisions as to the user of the demised premises the Lessor or its agents do not thereby or in any other way give or make or have given or made at any other time any representation or warranty that any such use is or will be or will remain a permitted use within the provisions of the Planning Acts nor shall any consent in writing which the Lessor may hereafter give to any change of use be taken as including any such representation or warranty and that notwithstanding that any such use as aforesaid is not a permitted use within such provisions as aforesaid the Lessee shall remain fully bound and liable to the Lessor in respect of the obligation undertaken by the Lessee by virtue of these presents without any compensation recompense or relief of any kinds whatsoever

Alterations

3.18	(a)	NOT to overload the electricity wiring or cables and not to make any alterations or additions to the electrical installation air conditioning apparatus wiring plumbing drainage heating water and other pipes or other services of the demised premises without the prior consent in writing of the Lessor (such consent not to be unreasonably withheld or delayed) and then such alterations are to be in accordance with the terms and conditions laid down by the appropriate Institute or other body if any as the case may be
	(b)	NOT to make any structural alteration or addition whatsoever in or to the demised premises or any part thereof or change the existing design elevation or appearance or the external decorative scheme thereof or cut maim or remove any of the walls horizontal or vertical beams columns or other parts thereof

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(c)	NOT to make any alterations or additions to or remove any internal partitions which are Lessors fixtures and fittings of a non-load bearing nature without the prior consent in writing of the Lessor such consent not to be unreasonably withheld or delayed so that for the avoidance of doubt consent is not required in respect to any alterations or additions to or for the removal of any internal partitioning of a non-structural nature which are not Lessors fixtures and fittings
(d)	UPON making any applications to the Lessor pursuant to the provisions of this Clause the Lessee shall submit to the Lessor at least four copies of the plans and specifications in respect of such works and shall if required supply such further copies as the Lessor may reasonably require
(e)	TO remedy immediately upon notice in writing from the Lessor’s agents any breach of the covenants in this Clause 3.18 and in the event of failure so to do for the space of fourteen days after such notice then it shall be lawful for the Lessor or its servants contractors agents and workmen to enter upon the demised premises and remove such new building structures alterations additions or interferences and execute such other requisite works all expenses of so doing to be paid to the Lessor by the Lessee as a liquidated debt on demand
(f)	IF the Lessor shall so require at the expiration of the term (howsoever the same is determined) to procure that the demised premises are reinstated to the same state and condition in which they are at the ate of grant of these presents and were before the carrying out of any alterations additions or works to the demised premises such reinstatement and all workings connection therewith to be carried out with good quality materials and in a workmanlike manner to the satisfaction in all respects an d under the supervision of the Lessor’ Surveyor.

Encroachment

3.19 NOT by building or otherwise to stop up or darken any window or light in the demised premises nor to stop up or obstruct any access of light enjoyed to any premises the estate or interest whereof in possession in reversion now is or hereafter may be in

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the Lessor or in any person in trust for it nor the permit any new wayleave easement right privilege or encroachment shall be made or attempted to be made to give immediate notice thereof to the Lessor and to permit the Lessor and its agents to enter upon the demised premises on giving at least forty-eight hours previous written notice to the Lessee for the purpose of ascertaining the nature of any such wayleave easement right privilege or encroachment and at the request of the Lessor but at the cost of the Lessee to adopt such means as may be reasonably required or deemed proper for preventing any such encroachment or the acquisition of any such wayleave easement right privilege or encroachment

Prescriptive rights

3.20 NOT to give to any third party any acknowledgement that the Lessee enjoy the access of light to any of the windows or openings in the demised premises by the consent of such third party nor to pay to such third party any sum of money nor to enter into any agreement with such third party for the purpose of inducing or binding such third party to abstain from obstructing the access of light to any windows or openings and in the event of any of the owners or occupiers of adjacent land or buildings doing anything which obstructs the access of light to any of the said windows or openings to notify the same forthwith upon discovery to the Lessor and to permit the Lessor to bring such proceedings as it may think fit in the name of the Lessee but at the joint cost of the Lessor and the Lessee against any of the owners and/or occupiers of the adjacent land in respect of the obstruction of the access of light to any of the windows or openings in the demised premises

Adjoining works

3.21 NOT at any time during the term to bring any action or make any claim or demand on account of any injury to or diminution of light or air to the demised premises or any window or apertures thereof in consequence of the erection of any building or the alteration of any building on any land adjacent neighbouring or opposite to the demised premises for which the Lessor shall have given its consent or for which the Lessor may

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give its consent pursuant to any power reserved by these presents or in respect of any easement right or privilege granted or to be granted by the Lessor for the benefit of any building erected or to be erected on any land adjacent neighbouring or opposite to the demised premises and (if required) to concur with the Lessor at the Lessee’s expense in any consent which it ay give or any grant which it may make as hereinbefore mention

Signs

3.22 NOT at any time during the term to erect paint affix exhibit or display or permit to be erected painted affixed exhibited or displayed any bill placard advertisement inscription or other sign whatsoever in or upon the demised premises (including the windows thereof) other than as shall previously have been approved in writing by the Lessor such approval not to be unreasonably withheld PROVIDED THAT the Lessee can without such approval erect and display a board upon the demised premises in connection with the letting of the whole or parts of the demised premises

Cleaning

3.23 (a) AT all times during the term to keep the demised premises in clean and tidy condition and clear of all rubbish and to clean at least once every month the inside an outside of the windows of the demised premises and all surfaces usually cleaned

     (b) AT all times during the term to keep and maintain all landscaped areas comprised in the demised premises in a good and tidy condition and properly planted and cultivated to the reasonable satisfaction of the Lessor

Preparing notices

3.24 (a) TO pay all reasonable and proper costs and expenses (including Solicitor’s costs and Surveyors’ fees) incurred by the Lessor incidental to the preparation and service of any Notice under Section 147 of that Act or any statutory modification or re-enactment thereof notwithstanding in any such case that forfeiture may be avoided otherwise than by relief granted by the Court

     (b) TO pay all reasonable and proper costs and expenses (including Solicitors’ cost and Surveyors’ fees) incurred by the Lessor incidental to the preparation and service of any Notice

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and/or Schedule relating to a Schedule of Dilapidations and whether or not the same is served during or after the expiration or sooner determination of the term (howsoever the same may be determined) (but relating in all cases only to dilapidations which accrued prior to the expiration or sooner determination of the term)

Acts of Parliament

3.25 SUBJECTS to the provisions of the next following clause hereof to execute all works and do all such things as are or may under or in pursuance of any Act of Parliament (including but without prejudice to the generality of the foregoing the Office Shops and Railways Premises Act 1963 the Defective Premises Act 1972 and the Health and Safety at Work etc. Act 1974 but excluding the Defective Premises Act 1972 in so far as it imposes any obligations upon the Lessor) already or hereafter to be passed be directed or required to be done or executed at any time during the term upon or in respect of the demised premises or the Lessee’s user thereof whether by the Lessor and/or the Lessee thereof (including without prejudice to the generality of the foregoing the erection of notices on the demised premises as prescribed by any such Act of Parliament) and at all times during the term to conform in all respects with the provisions of any instruments regulations orders directions or consents made or issued under any general or local Act of Parliament or deriving validity therefrom and to comply forthwith with any notices which may be served by any competent authority and if called upon so to do to produce to the Lessor all plans and documents and other evidence proving that the provisions of this sub-clause have been performed and save as hereinbefore provided at all times during the term to indemnify the Lessor form and against all actions proceedings costs expenses claims and demands arising out of any failure by the Lessee to observe or perform any of its obligations under these presents and not to do or permit to be done on the demised premises any act or thing whereby the Lessor may become liable to pay any penalty imposed or to bear the whole or any part of any expenses incurred under any such Act instrument regulation order or direction or consent as aforesaid

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Planning Acts

3.26 IN relation to the Planning Acts:-

(a) During the term so often as occasion shall require at the expense in all respects of the Lessee to obtain all permissions licences consents and approvals as may be required for the carrying out by the Lessee of any operations on the demised premises or for the institution or continuance or renewal by the Lessee thereon of any use thereof which may constitute development or any step related thereto within the meaning of the Planning Acts but so that the Lessee shall not make an application of any kind under the Planning Acts or give any notice to any Authority of any intention to commence or to carry out any Development or any step related thereto without the previous written consent of the Lessor which shall not be unreasonably withheld or delayed and so that the Lessee shall (if an din so far as it is lawful for the parties hereto to make such an arrangement) indemnify the Lessor against all charges payable in respect of any such application and shall also pay to the Lessor reasonable sums in respect of all professional fees and expenses incurred by the Lessor in connection therewith and the Lessee shall forthwith after the grant or refusal of such application give to the Lessor full particulars in writing thereof and (free of costs to the Lessor) supply a copy thereof for the retention of the Lessor

(b) Not to implement any planning permission licence consent or approval until the same has been submitted to and approved in writing by the Lessor such approval not to be unreasonably withheld or delayed

(c) Unless the Lessor shall otherwise direct to carry out before the expiration or sooner determination of the term (howsoever the same ay be determined) any works stipulated to be carried out to the demised premises by a date subsequent to such expiration or sooner determination as a condition of any planning permission which may have been granted to the Lessee or to a person deriving title through or under or acting on behalf of the Lessee and to make good all damage thereby caused to the demised premises but

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so that the Lessee shall if required by the Lessor without delay restore and reinstate all parts of the demised premises affected thereby to the same state and condition in which they were before the carrying out of such works in good and substantial manner and to the reasonable satisfaction of the Lessor

d) If called upon so to do to produce to the Lessor all plans documents and other evidence proving that the provisions of this clause 3.26 have been complied with

(e) Subject as hereinbefore provided at all times during the term to comply in all respects with the Planning Acts so far as the same relate to or affect the demised premises or any part thereof or any operation works acts or things already or hereafter to be carried out executed done or omitted thereon or the use thereof and to keep the Lessor indemnified in respect thereof

Tax

3.27 NOT to do or permit to be done on or in relation to the demised premises or any part thereof any act matter or thing (other than the payment of rent hereunder) which shall render the Lessor liable for any tax levy duty charge imposition as aforesaid nor to permit any such dealings or disposition

Statutory Notices

3.28 WITHIN fourteen days of the receipt of same to give or procure to be give to the Lessor a copy of every notice in duplicate of whatsoever nature or kind in any manner affecting or likely to affect the demised premises or the owners tenants or occupiers thereof and if so required in writing by or on behalf of the Lessor to produce or cause to be produced to the Lessor the original thereof and also at the Lessee’s expense without delay to take all reasonable and necessary steps to comply with or procure compliance with every such notice or order and if so required in writing by or on behalf of the Lessor to make or join at the Lessee’s expense with the Lessor and any other person for the time being interested in the demised premises or any

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adjoining adjacent or neighbouring premises inmaking such ejections or representations against or in respect of any such notice or order or proposal as aforesaid as the Lessor may reasonably require

Re-letting and for sale boards

3.29 TO permit the Lessor at any time during the term ( but not only during the last six months in the case of a re-letting) to fix and retain in a conspicuous position on the demised premises a notice board or boards for the re-letting selling or there dealing with the same (but not as to restrict or interfere unreasonable with the access of light and air to the demised premises or the Lessee’s business and (in the case of selling) subject to the approval by the Lessee of the form of working the notice board such approval not to be unreasonably withheld or delayed) and not to take down or obscure the said notice board and to permit all persons authorized by the Lessor or its agents to view the demised premises by appointment with the Lessee at all reasonable hours without interruption

Cost of Licences

3.30 (a) TO pay the Lessor’s reasonable and proper legal and Surveyor’s expenses (including disbursements and stamp duty on all Licences and the Duplicate copies thereof resulting from all applications by the Lessee for any consent or approval of the Lessor or its surveyors required by these presents including charges fees and disbursements actually incurred in cases where consent is refused or the application is withdrawn and in connection with reinstatement of the demised premises as hereinbefore provided)

(b) In the event of the Lessee committing any breach of any covenant contained in these presents whether for the payment of rent or otherwise then if the Lessor shall incur any costs charges and expenses including those of solicitors surveyors architects and bailiffs to indemnify the Lessor in respect thereof

Reimbursement

3.31 IN the event of the demised premises or any part thereof or any adjoining or neighbouring premises of the Lessor or any part thereof respectively being damaged or destroyed by the

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Insured Risks at any time during the term and the insurance money under any such insurance effected thereon by the Lessor being wholly or partly irrecoverable by reason solely or in part of an act or default of the Lessee its agents servants or workmen or person occupying or being upon the demised premises or any part thereof with the authority or permission of the Lessee then and in every such case the Lessee will forthwith (in addition to the said rent) pay to the Lessor the whole or (as the case may require) a fair proportion of the cost of completely rebuilding and reinstating or repairing the same (as the case may be) and any dispute as to the proportion to be so contributed by the Lessee or otherwise in respect of or arising out of this provision shall be determined by a single arbitrator appointed by either party in accordance with the provisions of the Arbitration Act 1950-1979 or any statutory modification or re-enactment thereof for time being in force

Alienation

3.32 (a) NOT to assign charge or part with or share possession of part only or to share possession of the whole of the demised premises nor permit any such assigning charging parting with or sharing or possession save that the Lessee may share the occupation of the demised premises with any subsidiary or associated company as defined by Section 154 of the Companies Act 1948 or a member of the same group of companies as defined by Section 42 of the Landlord and Tenant Act 1954 without the Lessors consent provided that no tenancy thereby created

(b) Not to assign or charge the demised premises as a whole to permit any such assigning or charging without the previous written consent of the Lessor (such consent not to be unreasonably withheld) PROVIDED ALWAYS that in the case of an assignment the Lessor may as a condition of such consent require a direct covenant by the assignee with the Lessor to perform and observe during the residue of the term all covenants and conditions on the Lessee’s part herein contained and non-compliance with such condition shall be deemed to be a reasonable ground for refusing such consent

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(c) Subject as hereinafter provided not to sub-underlet or agree to sub-underlet part only of the demised premises nor to permit any such sub-underletting or agreement to sub-underlet except an accepted part PROVIDED THAT the Lessee shall not create agree to create or permit to be created more than three sub-underlettings of the demised premises to the intent that not more than four persons with a legal interest in the demised premises (inclusive of the Lessee’s interest by virtue of the demise hereby granted) shall be in possession of the demised premises and for the purposes hereof “possession” shall mean either actual occupation of or in receipt of the rent and profits arising from the whole or any part of the demised premises and PROVIDED FURTHER THAT the Lessee can without the Lessors consent grant licences of the whole or parts of the car park area comprised in the demised premises provided that no tenancy is created

(d) Not to sub-underlet or agree to sub-underlet the whole or any accepted part of the demised premises nor to permit any such sub-underletting or agreement to sub-underlet except at a full open market rent without paying or accepting a fine or premium and to ensure that in every sub-underlease and agreement for sub-underlease of the demised premises or any part thereof there are provisions requiring the rent thereby reserved to be reviewed at the same time and in the same manner as mentioned in these presents

(e) Not to sub-underlet or agree to sub-underlet the whole or any accepted part of the demised premises nor permit any such sub-underlettings or agreements to sub-underlet without in every case the previous written consent of the Lessor which shall not be unreasonably withheld PROVIDED ALWAYS that upon the grant by the Lessee of any such sub-underlease the same shall be made subject to the Lessee’s covenants and conditions herein contained (except the covenant to pay rent) so far as the same apply to the sub-underlet premises and the Lessor may as a condition of such consent require a direct covenant by the sub-underlessee to perform and observe such covenants

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Registration

3.33 WITHIN twenty-one days after the date of any assignment of these presents of the grant of any sub-underlease of the who or any part of the demised premises or any assignment of sub-underlease or the execution of any mortgage or charge affecting these presents or any such sub-underlease as aforesaid or any transfer or discharge or any such mortgage or charge any devolution of the term granted by these presents or of any such sub-underlease as aforesaid by will intestacy assent of operation of law or any permitted sharing of possession of the demised premises to give notice thereof in writing with particulars thereof to the solicitors for the time being of the Lessor and to produce or cause to be produced to them (without any demand by any person) for registration a certified copy of the deed document or instrument effecting such assignment sub-underlease assignment of sub-underlease mortgage charge transfer or discharge or mortgage or charge or devolution as aforesaid and to pay or cause to be paid to the solicitors for the Lessor their reasonable and proper fee for the registration thereof together with any fees payable to the Superior Landlord

Yield Up

3.34 AT the expiration or sooner determination of the term (howsoever the same may be determined) (i) quietly to yield up unto the Lessor the demised premises and any plan installation apparatus and machinery used in connection therewith in such good and substantial repair and condition and in such good decorative and clean condition and otherwise as shall be in accordance with the covenants on the part of the Lessee herein contained together with all fixtures fittings improvements and additions which now are or may at any time hereafter be in or about the demised premises (but excepting Lessee’s and trade fixtures and fittings) and in case any of the Lessor’s fixtures and fittings shall be missing broken damaged or destroyed forthwith to replace them with other of a similar character and of equal value and to remove every moulding sign writing or painting of the name of business of the Lessee or other occupiers from the demised premises and to remove the Lessee’s fixtures fittings furniture and effects making good all damage cause to the demised premises by such removal an d(ii) to ensure that vacant possession is give of the whole of the demised premises

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V.A.T.

3.35 TO pay on demand Value Added Tax (or any other similar tax levied in addition thereto or in substitution thereof) charged on all sums payable by the Lease hereunder and to keep the Lessor indemnified in respect thereof.

3.36 TO observe and perform the covenants on the part of the Lessor except as varied hereby (other than as to payment of rent and insurance of the demised premises) and the conditions contained in the Superior Lease.

4.00 LESSOR’S covenants

4.01 THE LESSOR HEREBY COVENANTS with the Lessee as follows:

Quiet Enjoyment

4.02 THAT the Lessee paying the rent hereby reserved and observing and performing the Lessee’s covenants and conditions herein contained shall and may peaceably hold and enjoy the demised premises during the term without any lawful interruption by the Lessor or any person rightfully claiming through under or in trust for it or by title paramount

Insurance

4.03 SUBJECT to the necessary insurance cover being obtainable from a reputable insurance company on the insurance market in England or Scotland at all times during the term unless such insurance so effected shall become void or voidable or payment of the insurance monies shall be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee to insure and keep insured the demised premises against the Insured Risks (including demolition and site clearance surveyors’ and other professional fees and Value Added Tax or similar tax) in the full reinstatement value thereof as the Lessor may from time to time decide or be advised by its Surveyor or such higher value as the Lessee shall require (such policy of insurance to include if required by the Lessor provision for increased costs) AND to insure against property owner’s liability and the loss of five years’ rent for the demised premises at the rent payable (but in respect of the years from which the same is to be reviewed and the years following the expiration of the term at such rent as shall be reasonably required by the Lessor) AND to make all payments for such purpose and to give or procure that there be

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given to the Lessee full details of such insurance cover when requested by the Lessee but not more than once in any calendar year.

4.04 In the event of the demised premises being destroyed or damaged by any of the Insured Risks (unless the insurance of the demised premises shall have been vitiated by the act neglect or default or omission of the Lessee) to pay out with all reasonable speed all monies received by virtue of such insurance in rebuilding or reinstating the demised premises making up any difference between the cost of rebuilding and reinstating and the insurance monies received out of the Lessors own money.

4.05 TO pay the rent reserved by the Superior Lease to perform an observe the covenants and conditions contained therein except so far as the same fall to be performed and observed by the Lessee under the provisions of this Underlease and at the request and cost of the Lessee to use its best endeavours to procure the performance and observance of the covenants on the part of the superior landlord contained in the Superior Lease for the benefit of the Lessee and to forthwith account to the Lessee for payment of any monies received by the Lessor from the Superior Landlord pursuant to such covenants

5.00 GENERAL PROVISIONS

5.01 PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-

Re-entry

5.02 THAT if the rent hereby reserved or any part thereof shall at any time be in arrear and not received by the Lessor for twenty-one days after the same shall have become due (whether legally demanded or not) or if there shall be any breach of any of the covenants on the part of the Lessee contained in these resents or if the Lessee shall permit any execution or distress to be levied on the demised premises or the contents thereof or shall enter in liquidation whether compulsory or voluntary (other than voluntary liquidation of a solvent company for the purpose of amalgamation or re-construction) r being a limited company shall change to unlimited or vice versa or if a receiver shall be appointed or if the Lessee being an individual shall enter into any composition with his creditors generally or shall be adjudicated bankrupt or commit any act of bankruptcy then and in ay such case it shall be lawful for the Lessor at any time

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thereafter into and upon the demised premised in the name of the whole to re-enter and the same to have again repossess and enjoy as in their former estate and thereupon the term shall absolutely cease and determine but without prejudice to any right of action of the Lessor in respect to any antecedent breach of any of the covenants by the Lessee contained in these presents

Services of Notices

5.03 THE provisions of Section 196 of the Law of Property Act 1925 as amended by the Recorded Delivery Services Act 1962 shall apply to any notice under these presents

5.04 THAT nothing herein contained shall by implication of law or otherwise operate or be deemed to confer upon the Lessee any easement right or privilege whatsoever over or against any adjoining or neigbouring property which now or hereafter shall belong to the Lessor which would or might restrict or prejudicially affect the future rebuilding alteration or development of such adjoining or neighbouring property and that the Lessor shall have the right at any time to make such alterations to or to pull down and rebuild or redevelop any such adjoining or neighbouring property as it may deem fit without obtaining any consent from or making any compensation to the Lessee

Right to Develop

5.05 THAT nothing herein contained or implied shall impose or be deemed to impose any restriction on the use of any land or building not comprised in these presents or give the Lessee the benefit of or the right to enforce or to have enforced or to permit the release or modification of any covenant agreement or condition entered into by any purchaser from or by any Lessee or occupier of the Lessor in respect of property not comprised in these presents or to prevent or restrict in any way the development of any land not comprised in these presents

Disputes

5.06 THAT any disputes arising as between the Lessee and/or the Lessor on the one hand and the Lessees or occupiers of adjoining or neighbouring property on the other hand as to any easement right or privilege in connection with the user of the demised premises and the adjoining or neighbouring property or a to the party or other walls separating the demised premise from the adjoining property or as to the amount of any contribution toward the expenses of works to services used in common with a other

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property shall in every such case be referred to and decided by the Lessor’s Surveyors whose decision shall be binding upon all parties to the dispute

Cesser

5.07 IN the event of the destruction or damage of the demised premises or any material part thereof by any of the Insured Risks so as to be unfit for occupation and use then and in every such case (unless such insurance shall have become void or payment of the insurance moneys be refused in whole or in part by reason of or arising out of any act omission neglect or default by or on the part of the Lessee or any sub-lessee) that rents hereby reserved or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended from the date of such damage or destruction until the demise premises shall have been rebuilt or reinstated and made fit for occupation and use (or if earlier until the expiration of five years from the date when such suspension of rent commenced) and in case of dispute touching this provision the same shall be referred to the award of a single arbitrator to be appointed by the parties or (if the parties cannot agree upon one) at the request of either party by the President pursuant to the Arbitration Act 1950 or any statutory modification thereof for the time being in force

Superior Landlords

5.08 THE powers rights matters and discretions reserved to the Lessor by thee presents shall also be reserved to or be exercisable by any superior landlord its servants agents or workmen and if the Lessee shall do or propose to do any matter or thing for which the consent of the Superior Landlord shall be required then the Lessee shall bear the cost of obtaining such consent together with all surveyors’ professional or other fees and disbursements in connection therewith and shall indemnify the Lessor against the same and the Lessor shall not be deemed to be unreasonably withholding consent in any matter where the superior landlord’s consent is required and the Lessor is unable to obtain it

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Mutual Right to Determine

5.09 IF either the Lessor or the Lessee (here meaning Max Factor Limited only) shall be desirous of determining this present Lease at the end of the tenth year of the term hereby granted and of such desire deliver to the other not less than twelve months previous notice in writing and (in the case of Max Factor Limited) pays all rent and sic months further additional rent at the rate then applicable (such additional rent being payable in full on the expiry of such notice) then and in such case immediately after the expiration of the tenth year of the term this Lease shall cease and be void but without prejudice to any clam by either party against the other in respect of any antecedent branch of any covenant or condition here in contained PROVIDED THAT for the avoidance of doubt in the event of the Lessee (her e meaning Max Factor Limited only) assigning the interest in the demised premises prior to the expiration of the tenth year of the term then the Lessors right to determine the term contained in this Clause shall forthwith cease

Managing Agents

5.10 THE Lessor shall be at liberty to employ managing agents or other professional advisers to discharge the Lessor’s duties under these presents and whenever the duties of the Lessor have been delegated to managing agents or other professional advisers the Lessee shall be entitled and required to accept their requirement in discharge of the Lessor’s duties as being the requirements under these presents of the Lessor itself

Marginal Notes

5.11 THE clause headings and marginal notes shall not affect the interpretation of these presents

5.12 THE surety in consideration of the demise hereinbefore contained having been made at its request HEREBY COVENANTS with the Lessor that the Lessee shall pay the rents and other sums hereby reserved on the days and in manner aforesaid and shall duly perform and observe all the covenants hereinbefore contained and that in case of default in such payment of rent and other sums or performance or observance of covenants hereinbefore contained and that in case of default in such payment of rent and other sums or performance or observance of covenants as aforesaid the Surety will pay and make good to the Lessor on demand all loss damage costs and expenses thereby

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arising or incurred by the Lessor PROVIDED that any neglect or forbearance of the Lessor in endeavouring to obtain payment of the several rents hereby reserved when the same become payable or to enforce performance or observance of the several stipulations herein on the Lessee part contained and that any time which may be given by the Lessor to the Lessee shall not release or exonerate or in a way affect the liability of the Surety under this covenant PROVIDED FURTHER that if during the said term the Lessee being company shall enter into liquidation or being an individual become bankrupt and its or his liquidator or trustee bankruptcy shall disclaim this lease and if the Lessor shall within three calendar months after such disclaimer by notice writing require the Surety to accept a lease of the demised premises for a term commensurate with the residue which if there had been no disclaimer would have remained of the said term and the same rent and under the like covenants and conditions as are reserved by and contained in this Lease (the said new lease are the rights and liabilities thereunder to take effect as from the date of such disclaimer) then and in such case the Surety shall at the cost and expense in all things of the Surety accept such lease accordingly and execute a Counterpart thereof PROVIDED THAT in the event of either

5.12.1 an assignment or transfer by Max Factor Limited of its entire interest hereunderor

5.12.2 Max Factor Limited no longer being a subsidiary of associated company of International Playtex Inc. as defined by Section 154 of the Companies Act 1948 or a member of the same group as International Playtex Inc. as defined by Section 42 of the Landlord and Tenant Act 1954

THEN if Max Factor Limited or International Playtex Inc procures that an alternative surety enters into a direct covenant by deed with the Lessor in terms mutatis mutandis with the provisions of this clause the liability of International Playtex Inc. shall cease forthwith upon the completion of such deed but without prejudice to any antecedent claims arising hereunder

5.13 The said alternative surety shall be a Company having pre tax profits for each of three consecutive financial year immediately prior to either of the events in sub-clause 5.12.1 or 5.12.2 greater than four times the estimated rental value (a hereinafter defined) provided that the pre tax profits for the last year of the said three year periods shall be

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greater than the average of pre tax profits for the previous two years and the alternative surety shall produce a certificate from its auditors that nothing adverse is known in the activities of such company that might affect the profit trend of that company Provided that if in the event of any assignment of transfer by Max Factor Limited of its entire interest hereunder the proposed assignee or transferee shall comply with the requirements of this sub-clause relating to an alternative surety the liability of International assignment or transfer but without prejudice to any antecedent claims arising hereunder

5.14 For the purposes of sub-clause 5.13 hereof:-

5.14.1 “pre-tax profits” shall be evidenced by means of accounts in such forma s shall be reasonably acceptable to the Lessor’s auditors for the time being taking into consideration the generally accepted accounting principles of the Country of domicile of the party issuing the accounts PROVIDED that in the reasonable opinion of the said auditors the conditions intended to complied with under 5.13 hereof would be complied with if the said accounts had been prepared in accordance with accounting principles conventionally adopted in the United Kingdom from time to time

5.14.2 “the estimated rental value” shall mean such amount as shall in the reasonable opinion of an independent surveyor appointed by the Lessor being a member of the Royal Institution of Chartered Surveyors and having a reasonable knowledge of current rental values in the areas in which the demised premises are situated represent the “Market Rent” (as defined in the Third Schedule hereto) payable as at the time of either of the events referred to in sub-clauses in 5.12.1 or 5.12.2

IN WITNESS whereof these presents have been duly executed by the parties hereto the day and year first before written

THE FIRST SCHEDULE

(Easements and other rights included in the demise)

THE RIGHTS for the Lessee and all others authorized by it in common with the

superior landlords and all other person having the like rights:-

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(i)	Of way and to sue and enjoy the service roads car parking areas pedestrian paved areas pedestrian balcony and other facilities comprising the common parts and for all purpose connected with the Lessee’s permitted user of the demised premises
(ii)	Of passage of water soil gas electricity through the channels sewers drains water course pipes and cable for the time being belonging to or running through on under any adjoining or contiguous premises and of making connections with such channels sewers drains watercourse pipes and cables or any of them for the purpose of exercising the aforesaid rights or any of them and all other rights easements and appurtenance belonging or appertaining to the demised premises
(iii)	Of support protection and shelter as the same are and present enjoyed from the buildings adjoining the demised premises
(iv)	of way over the pathway shown coloured yellow on the Plan numbered 994/102/B for the purpose only on emergency escape & access to the refuse store

THE SECOND SCHEDULE

(Exceptions and Reservations out of the demise)

The rights for the superior landlords and all others entitled thereto as follows:- (i)The right of passage of water soil gas end electricity through the channels sewers drains watercourses pipes and cables for the time being belonging to or running through or under the demised premises and of asking connection with such channels sewers drains watercourses pipes and cables or any of them for the purpose of exercising the aforesaid rights

(ii) The rights of support protection and shelter to the buildings and adjoining the demised premises as the same are at present enjoyed

(iii) All other rights easements and appurtenances belonging or appertaining to any adjoining or contiguous premises

(iv) The right to use or permit the use by the Hounslow Arts Trust Limited and its successors in title (hereinafter referred to as “the Trust”) of 32 spaces in the car park

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comprised in the demised premises between the hours of 18.30 and 24.00 from Mondays to Fridays and all day on Saturdays and Sundays and Bank Holidays (hereinafter referred to as “the specified times”) and IT IS HEREBY AGREED AND DECLARED that in the event of some or all of the other spaces in the said car park ceasing to be required by the Lease for its use during other arrangements for their use offer those spaces to the superior landlord for use by it or by the Trust during the specified times in addition to the 32 spaces referred to above such additional spaces to be used on terms and conditions to be agreed

(v) The right to permit the public on foot only to pass and re-pass along the footpath shown coloured red on Plan No. 994/101/B annexed hereto at any time or times as the superior landlord may decide subject only to be right of the Lessor and the Lessee with the prior written consent of the superior landlord to close the said footpath from time to time for the purpose of carrying out repairs and maintenance thereto or to adjoining land

THE THIRD SCHEDULE

(Rent Review Provisions)

Definitions

In this Schedule

(a) “Review Date” means the twenty fourth day of June in the years:-

1990	1995
2000	2005

and any other date that becomes a Review Date pursuant to the provisions hereof

(b) “Market Rent” means the yearly rent at which the demised premises might reasonably be expected to be let by a willing lessor to a willing lessee in the open market at the relevant Review Date for a term equal to the residue of the term of this Lease or (if longer) for a term of fifteen years with vacant possession and for the use or use permitted under these presents but otherwise upon the term of these presents (other than the amount of rent by including the provision for rent review) and upon the suppositions (if not facts) that:-

29

     (i) the Lessee has fully complied with all the covenants and obligations on its part herein imposed and

     (ii) that the demised premises are fit for immediate occupation and use by the Lessee for the use permitted by this Lease and

     (iii) that no work act or thing has been carried out or done by the Lessee or its permitted sub-tenants (s) or its of their predecessors in title during the said term which has diminished the rental value of the demised premises and

     (iv) that in the event that the demised premises have been destroyed or damaged they have been fully restored but disregarding (i) any goodwill attached to the demised premises by reason of the carrying on thereat by the Lessee or its predecessors in title of any business (ii) any effect on rent of any alteration or improvement to the demised premises made (otherwise than pursuant to any obligation of the Lessee to carry out such work) by the Lessee or its predecessors in title during the term of and with the previous written consent of the Lessee and (iv) any effect on rent of the fact that the Lessee or any permitted undertenant or its or their predecessors in title has or have been in occupation of the demised premises or any part thereof

(c) “Surveyor” means a surveyor agreed upon by the Lessor and the Lessee or in default of agreement appointed by the President

(d) “Act” includes any statutory instrument or order

(e) “Agree” or “Agreed” means agree or agreed in writing between the Lessor and the Lessee

Agreement as to the amount of yearly rent

From each Review Date the yearly rent payable under these presents shall be such as may at any time be agreed between the Lessor and the Lessee as the rent payable from the Review Date or (in default of such agreement) whichever is the greater of

30

(a) The Market Rent

Or

(b) the yearly rent (excluding insurance rent and service charge) contractually payable under these presents immediately before that Review Date

Determination by surveyor in the event of no Agreement

If by a date three months before a Review Date the rent payable from that Review Date has not been agreed upon a person to act as the Surveyor who shall determine that Market Rent but in default of such agreement then the Lessor or the Lessee may at any time whether before or after the Review Date make application to the President to appoint a surveyor to determine the Market Rent and such application shall request that the surveyor to be appointed shall be a specialist in the letting of office premises in the area in which the demised premises are situate

Provisions as to Surveyor

(a) That the Surveyor appointed in respect of that review shall act as an expert and not as an arbitrator the Lessor and Lessee shall each be responsible for one half of his fees and if either shall pay the whole thereof from the other

(b) If the Surveyor refuses to act or is incapable of acting or dies the Lessor or the Lessee may apply to the President for the further appointment of a Surveyor

Payment of rent until ascertainment

If by a Review Date the rent payable from that Review Date has not been ascertained pursuant to this Schedule the Lessee shall continue to apy rent at the rate previously payable and on the quarter day next after such ascertainment the Lessee shall pay the Lessor the difference for the period commencing on the relevant Review Date and ending on that quarter day between the rent paid and the rent so ascertained together with interest at the rate paid from time to time on money lodged with Lloyds Bank Plc on seven day call

Effect on rent control

If at any Review Date there is by virtue of any Act a restriction upon the Lessor’s right to review the rent or if at any time there is by virtue of any Act a restriction upon the right of the Lessor to recover rent otherwise payable then upon the ending removal or modification of such restriction the Lessor may at any time thereafter give to the Lessee

31

not less than one month’s written notice requiring an additional rent review upon a quarter day after the date of the notice specified therein which quarter day shall for the purpose of this Schedule be a Review Date

Recording of Yearly Rent

So soon as and non each occasion on which the Yearly Rent hereinbefore reserved and payable from each Review Date has been agreed or determined in manner hereinbefore provided details of the amount of the Yearly rent shall be entered in a Memorandum endorsed hereon and a separate memorandum shall be signed by or on behalf of the Lessor and the Lessee respectively at the cost of the Lessor and the Lessee

Construction

It is hereby agreed and declared that time shall not be of the essence in the construction of this clause and that the Lessor may at any time require the yearly rent payable by the Lessee hereunder to be reviewed in accordance with the provisions of this Schedule in respect of any review period notwithstanding that the Review Date shall have passed

(  THE COMMON SEAL of CROWVALE
(  PROPERTIES LIMITED was hereunto
(  affixed in the presence of:-
Director	\s\ illegible
Secretary	\s\ illegible

32

PLAN LEVEL 1

33

PLAN LEVEL 2

34

PLAN LEVEL 4

35

PLAN LEVEL 5

36

EX-10.6.11

Exhibit 10.6.11

RENT REVIEW MEMORANDUM

Premises:	Watermans Park High Street Brentford
Lease:	A Lease dated 9 May 2000 made between Proctor & Gamble (L&CP) Limited(1) Total Research Limited (2) and Total Research Corporation (3) (the “Lease”)
Current Landlord:	Proctor & Gamble (L&CP) Limited (the “Landlord”)
Current tenant:	HI Europe Limited (the “Tenant”)
Revised annual rent:	Two Hundred and sixty thousand and sixty two pounds and 50 pence (£260,662.50) (the “Revised Rent”)
Review date:	24 June 2005 (the “Review Date”)

This memorandum records the fact that the rent first reserved by the Lease was reviewed and fixed in accordance with the provisions of the Lease by the Landlord and the Tenant at the Revised Rent from and including the Review Date (subject to any further review in accordance with the provisions of the Lease.)

Dated:      \s\ illegible     , 2005

SIGNED on behalf of the Landlord:	\s\ illegible
SIGNED on behalf of the tenant:	\s\ illegible

EX-10.6.14

Exhibit 10.6.14

SECOND AMENDMENT AND EXTENSION TO LEASE

     This Agreement made this 22^nd day of October, 2007, by and between MERRITT 7 VENTURE L.L.C., a Delaware limited liability company having an office and place of business c/o Albert D. Phelps, Inc., 401 Merritt 7, Norwalk, Connecticut 06851 (hereinafter called “Landlord”) and HARRIS INTERACTIVE INC., a corporation having a place of business at 101 Merritt 7, Norwalk, Connecticut 06851 (hereinafter called “Tenant”).

WITNESSETH:

     WHEREAS, Landlord and Tenant entered into a written lease dated March 27, 2001, as amended by First Amendment of Lease dated January 21, 2005, collectively (the “Lease”) pursuant to which Tenant demises certain space (the “Premises”) consisting of 14,211 gross leasable square feet on the Third Floor in the Building known as Building 101, Merritt 7 Corporate Park, Norwalk, Connecticut, for an initial term scheduled to expire on May 20, 2008; and

     WHEREAS, the parties desire to amend, modify and extend the Lease upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual conditions and covenants contained hereunder, the Lease is hereby amended and extended as follows:

     1. The term of the Lease is hereby extended for seven (7) years and ten (10) days from May 21, 2008 through May 31, 2015 (the “Extended Term”) upon and subject to all of the covenants, agreements, terms, provisions, and conditions set forth in the Lease (excluding such covenants, agreements, terms, provisions and conditions as are inapplicable and except as hereinafter modified), so that said term shall end on May 31, 2015 or on such earlier date upon which said term, as hereby extended were the term originally granted with respect to the Premises demised under the Lease.

     2. The Fixed Rent payable under Section 1.04 of the Lease for the Extended Term shall be as follows:

     (a) At the rate of $319,747.50 per annum (which is calculated at the rate of $22.50 per gross leasable square foot) from May 21, 2008 through May 20, 2010; and

     (b) At the rate of $333,958.50 per annum (which is calculated at the rate of $23.50 per gross leasable square foot) from May 21, 2010 through May 20, 2012; and

     (c) At the rate of $348,169.50 per annum (which is calculated at the rate of $24.50 per gross leasable square foot) from May 21, 2012 through May 20, 2014; and

     (d) At the rate of $383,697.00 per annum (which is calculated at the rate of $27.00 per gross leasable square foot) from May 21, 2014 through May 31, 2015.

     Such Fixed Rent shall be payable together with the cost of Tenant’s electrical consumption at the rate set forth in Paragraph 3 hereof, subject to further adjustments as provided in Article 24, (“Electrical Energy”), of the Lease, plus payment of Tenant’s pro rata share of operating expenses at its then current rate, subject to further adjustments as provided in Article 26 of the Lease.

     3. Effective May 21, 2008, during the Extended Term, all references to “$1.50 per square foot per annum” set forth in Article 24 of the Lease are deleted and are replaced by “$1.75 per square foot per annum.

     4. Article 37 of the Lease is omitted in its entirety, and the following Article is substituted in its stead:

ARTICLE 37

Tenant’s Option to Extend Term

     Section 37.01 Provided that Tenant is not then in default under the terms of this Lease beyond any applicable cure periods and further provided that no portion of the Premises is then being sublet by Tenant, Tenant may, at Tenant’s option, extend the term of this Lease for additional period of five (5) years (the” Further Extended Term”) commencing on the date following the expiration of the Extended Term, such option to e exercised by Tenant giving formal written notice thereof to Landlord by United States registered or certified mail, return receipt requested, not later than twelve (12) months prior to the expiration of the Extended Term, TIME IS OFF THE ESSENCE. If Tenant fails to give said notice as above provided, it shall be deemed without further notice or agreement between the parties hereto that Tenant elected not to exercise said option. If Tenant timely exercises its option to extend the term, then if this Lease shall be extended for a period of five (5) years commencing on the date following the expiration of the Extended Term. Except as hereinafter provided, the Further Extended Term shall be upon all the covenants, agreements, terms, provisions and conditions of this Lease (except such covenants, agreements, terms, provisions and conditions of this Lease as shall be inapplicable or irrelevant.)

     (a) During the Further Extended Term, the annual rental shall be greater of (i) the Fixed Rent in effect during the last year of the Extended Term plus the additional rent as provided in Articles 24 and 26 at the then current rate by reason of the then current operating expenses of the Building and then current electrical consumption by Tenant; or (ii) the fair rental value of the Premises as determined pursuant to this Article.

     (b) The fair rental value of the Premises to be determined in fixing the rental for the Further Extended Term, by agreement of the parties, shall be based upon the fair rental value of the Premises as of the end of the Extended Term. There shall be taken into account the then current rentals and terms of comparable space in the Building and in comparable buildings in the same rental area, except that consideration shall also be

given to any special features of the Building and other buildings such as floor sizes, hours of operation of building services, and special amenities and due consideration shall be given for no concessions, no additional tenant improvements or no tenant’s allowance.

     (c) Landlord shall notify Tenant at least two hundred seventy (270) days prior to the expiration of the Extended Term of Landlord’s determination of fair rental. If Landlord and Tenant cannot agree at least one hundred eighty (180) days prior to expiration of the Extended Term as to the fair rental, then in such event either party may elect to have such rent determined by appraisal in the manner set forth in the paragraph (d) below.

     (d) In the event that Landlord and Tenant are unable to agree as to the fair rental value on the effective commencement date of the term applicable thereto, such fair rental value shall be determined by appraisal as follows:

          (i) Tenant shall appoint a disinterested person who is an MAI appraiser with at least (10) years’ experience in appraising major office buildings (and their rental values) in the State of Connecticut as an appraiser on its behalf and shall notify Landlord as to the name of the person so appointed. Within fifteen (15) days after the giving of said notice, Landlord shall, by notice to Tenant, appoint a second disinterested person possessing like qualifications as the appraiser on its behalf. If the appraisers thus appointed cannot reach agreement on the fair market annual rental annual rental value within thirty (30) days after the appointment of the second appraiser, then the two appraisers thus appointed shall appoint a third disinterested person possessing the aforesaid qualifications and such third appraiser shall alone determine the question presented as promptly as possible, provided that if the fair market annual rental value determined by such third appraiser shall exceed the higher of the annual rental value determinations of the first and second appraisers or shall be less than the lower of such annual rental value determinations of such annual rental value determinations, then the determination of such third appraiser shall be disregarded and the appraisal next closest in amount to such third appraisal shall instead determine said fair rental value.

          (ii) Tenant and Landlord shall be entitled to present evidence and arguments to be appraisers(s).

          (iii) The appraisers or appraiser, as the case may be, shall be required to give written notice to Tenant and Landlord stating their or his determination, and shall furnish to Tenant and Landlord a signed copy of such determination.

          (iv) Tenant and Landlord shall pay the costs and expenses of the appraiser appointed by it and one half of the other expenses of the appraisal procedure incurred hereunder.

     (e) In the event that the fair rental value has not been determined as hereinabove provided by the commencement of the Further Extended Term, then Tenant shall pay the amount provided for in Section 37.01a(i), and after the determination of such fair rental

value as herein provided, Tenant shall make any further payments to Landlord as a result of such determination.”

     5. Upon the commencement of the Extended Term, Landlord shall pay Tenant TWENTY-FIVE DOLLARS AND XX/100 ($25.00) per gross leasable square foot ($355,275.00) as a one-time lump sum retrofit work allowance (“Tenant’s Allowance”) for Tenant’s discretionary use.

     (b) Notwithstanding the provisions of (a) above, upon request of Landlord, provided the cost of the retrofit work exceeds the Tenant’s Allowance, Tenant shall assign to Landlord’s contractor, ADP Service Corp., (which contractor shall complete said retrofit work based upon a separate agreement with subcontractor work awarded based on competitive bidding) Tenant’s full retrofit work allowance so that Landlord shall make payment in the amount of said allowance directly to said Landlord’s contractor. In the event Tenant’s retrofit work costs less than Tenant’s Allowance, Tenant shall assign to ADP Service Corp. the partial amount of Tenant’s Allowance equivalent to the cost of said work and the balance of Tenant’s Allowance shall be paid to Tenant directly or credited against Fixed Rent.

     6. Article 38 of the Lease is omitted in its entirety, and the following is substituted in its stead:

“ARTICLE 38

One time Right of First Offer

Section 38.01 (a) Subject to the prior rights of an existing tenant, which rights are set forth in subsection (b) hereof, if at any time during the term of this Lease, any contiguous space on the Third Floor of the Building becomes available for leasing (the “Option Space”), then, and provided Tenant is not then in default under the terms of this Lease, Landlord shall grant to Tenant a ten (10) business day right of first offer for such Option Space and Tenant shall accept Landlord’s offer in writing within ten (10) business days of receipt of such written offer. If Landlord and Tenant are unable to mutually agree in writing on all of the terms for a lease (rental to be the fair rental value as defined in Article 37 hereof) of the Option Space within ten (10) business days after receipt of notice by Landlord of Tenant’s notice accepting Landlord’s offer, Landlord shall be free to offer such space to any third party and to conclude a leasing transaction with any third party upon any terms and conditions which Landlord deems appropriate, and Tenant shall have no further rights as to said offered space, unless the terms upon which Landlord offered such space to Tenant become materially more favorable, in which case, Tenant shall again have its right of first offer in accordance with the provisions of this paragraph.

     (b) Webloyalty has first offer rights to lease space on the Third Floor of Building 101, which space exceeds 4,000 s.f. The first offer rights of Webloyalty are effective from July 1, 2009 through January 1, 2011.”

     7. Landlord and Tenant covenant, warrant and represent to each other that no broker was instrumental in consummating this Second Amendment and Extension to Lease and that no conversations or prior negotiations were had with any broker concerning the extension of the term of the Lease other than CB Richard Ellis, Inc. Tenant agrees to indemnify and hold Landlord harmless from all claims, losses, damages, liabilities, costs and expenses, including legal fees, arising out of or in connection with any breach by Tenant of the foregoing representation.

     8. (a) Except as modified by this Second Amendment and Extension to Lease, the Lease and all the covenants, terms, agreements, conditions and provisions thereof are hereby, in all respects, ratified and confirmed.

     (b) This Second Amendment and Extension to Lease shall be binding upon and injure to the benefit of the parties hereto, their respective successors, permitted assigns and legal representatives.

     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment and Extension to Lease as of the date first above written.

WITNESS:	MERRITT 7 VENTURE L.L.C.
\s\ illegible	By:	\s\ illegible
		Margaret L. Egan
\s\ illegible	By:	\s\ illegible John P. Crosby
	HARRIS INTERACTIVE INC.
\s\ illegible	By:	\s\ illegible
\s\ illegible	By:	\s\ illegible

STATE OF CONNECTICUT	)
	)ss:
COUNTY OF FAIRFIELD	)

     On this 22^nd day of October, 2007, before me, personally appeared John P. Crosby who acknowledged himself to be a Representative of the Executive Committee of MERRITT 7 VENTURE L.L.C., a Delaware limited liability company, and that he as such Representative of the Executive Committee being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself as a Representative of the Executive Committee.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

     \s\ illegible Notary Public

My commission expires:

STATE OF NEW YORK	)
	)ss:
COUNTY OF NEW YORK

     On this 29 day of October, 2007, before me, personally appeared Margaret L. Egan who acknowledged herself to be a Representative of the Executive Committee of MERRITT 7 VENTURE L.L.C., a Delaware limited liability company, and that she as such Representative of the Executive Committee being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by herself as a Representative of the Executive Committee.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

     \s\ illegible Notary Public

My commission expires:

STATE OF NEW YORK	)
	)ss:
COUNTY OF MONROE	)

     On this 19 day of October, 2007, before me, personally appeared Gregory T. Novak who acknowledged himself to be the President and CEO of HARRIS INTERACTIVE INC., a corporation, and that he as such President and CEO being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself as President and CEO.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

     \s\ illegible Notary Public

My commission expires: 2/13/2010

STATE OF NEW YORK	)
	)ss:
COUNTY OF MONROE	)

     On this 19 day of October, 2007, before me, personally appeared Ronald E. Salluzo who acknowledged himself to be the Chief Financial Officer of HARRIS INTERACTIVE INC., a corporation, and that he as such Chief Financial Officer being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by himself as Chief Financial Officer.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

     \s\ illegible Notary Public

My commission expires: 2/13/2010

EX-10.6.15

Exhibit 10.6.15

STANDARD FORM OF OFFICE LEASE

          AGREEMENT OF LEASE, made as of this                      day of December 1985, between BELLEMEAD DEVELOPMENT CORPORATION, a Delaware corporation, having an office at 4 Becker Farm Road, Roseland, New Jersey 07068 (the “Landlord”), and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an address at 352 Wall Street, Princeton, New Jersey 08530 (the “Tenant”).

WITNESSETH:

          Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a portion of the fourth floor of a certain office building located at 5 Independence Way, Princeton, New Jersey (the “Premises” or “Demised Premises”), more particularly shown upon the Rental Plan annexed hereto and made a part thereof as Exhibit “A,” for a term commencing and terminating as set forth in Article 37 of the Rider to Lease.

          The annual minimum rent (the “Minimum Rent”) for the Premises shall be Three Hundred Six Thousand Dollars ($306,000.00) payable monthly in advance in equal installments of Twenty-Five Thousand Five Hundred Dollars ($25,500.00) on the first day of each calendar month during the term of this Lease. Rent for any partial month at the commencement or termination of the term of this Lease shall be appropriately prorated.

          Installments of Minimum Rent payable hereunder shall be paid at the office of Landlord or at such other place as Landlord may designate from time to time by written notice to Tenant hereunder.

          The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

          Rent. 1. Tenant shall pay the rent as above and as hereinafter provided.

          Occupancy. 2. Tenant shall use and occupy demised premises for general, executive and administrative offices and for no other purpose.

          Alterations. 3. Tenant shall make no changes in or to the demised premises of any nature without Landlord’s prior written consent subject to the prior written consent of Landlord, and to the provisions of this Article. Tenant at Tenant’s expense, may make alterations, installations, additions or improvements which are non-structural and which do not affect utility services or plumbing and electrical lines in or to the interior of the demised premises by using contractors or mechanics first approved by Landlord. All fixtures and all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or by Landlord in Tenant’s behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the demised premises unless Landlord, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, elects to relinquish Landlord’s right thereto and to have them removed by Tenant, in which event, the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant’s expense. Nothing in this Article shall be construed to give Landlord title to or to prevent Tenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the

end of the term remaining in the premises after Tenant’s removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the premises by Landlord at Tenant’s expense. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord and Tenant agrees to carry and will cause Tenant’s contractors and sub-contractors to carry such workman’s compensation, general liability, personal and property damage insurance as Landlord may require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this Article, the same shall be discharged by Tenant within ten days thereafter, at Tenant’s expense, by filing the bond required by law.

          Repairs. 4. Landlord shall maintain and repair the public portions of the building, both exterior and interior. Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances therein and at Tenant’s sole cost and expense, make all non-structural repairs thereto as and when needed to preserve them in good working order and condition, reasonable wear and tear, obsolescence and damage from the elements, fire or other casualty, excepted. Notwithstanding the foregoing, all damage or injury to the demised premises or to any other part of the building, or to its fixtures, equipment and appurtenances, whether requiring structural or non-structural repairs, caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant’s servants, employees, invitees or licensees, shall be repaired promptly by Tenant at its sole cost and expense, to the

satisfaction of Landlord reasonably exercised. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant’s fixtures, furniture or equipment. All of the aforesaid repairs shall be of quality or class equal to the original work or construction. If Tenant fails after ten days notice to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by the Landlord at the expense of Tenant and the expenses thereof incurred by Landlord shall be collectible as additional rent after rendition of a bill or statement therefor. Tenant shall give Landlord prompt notice of any defective condition in any plumbing, heating system or electrical line located in, servicing or passing through the demised premises and following such notice, Landlord shall remedy the condition with due diligence but at the expense of Tenant if repairs are necessitated by damage or injury attributable to Tenant, Tenant’s servants, agents, employees, invitees or licensees as aforesaid. Except as specifically provided in Article 9 or elsewhere in this lease, 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 in the demised premises or in and to the fixtures, appurtenances or equipment thereof. The provisions of this Article 4 with respect to the making of repairs shall not apply in the case of fire or other casualty which are                      within Article 9 hereof.

          Window Cleaning. 5. Tenant will not clean, nor require, permit, suffer to allow any window in the demised premises to be cleaned from the outside in violation of any law or of the rules of the Board of Standards and Appeals, or of any other board or body having or asserting jurisdiction.

          Requirements of Law, Fire Insurance, Floor Loads. 6. Prior to the commencement of the lease term, if Tenant is then in possession, and at all times thereafter, Tenant at Tenant’s sole cost and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions                      boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the Board of Fire Underwriters or any similar body which shall impose any violation, order or duty upon Landlord or Tenant with respect to the demised premises whether or not arising out of Tenant’s use or manner of use of the premises or the building (including the use permitted under the lease). Nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant may, after securing Landlord to Landlord’s satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorneys’ fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Landlord, contest and appeal any such laws, ordinances, orders, rules, regulations or requirements provided same is done with all reasonable promptness and provided such appeal shall not subject Landlord to prosecution for a criminal offense or constitute default under any lease or mortgage under which Landlord may be obligated, or cause the demised premises or any part thereof to be condemned or vacated. Tenant shall not do or permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the demised premises or the building of which the demised premises form a part, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage,

nor shall Tenant keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization or other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire insurance applicable to the building, nor use the premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this Article and if by reason of such failure 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 portion 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 the first day of the month following such outlay by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make-up” of rate for the building or demised premises issued by any body making fire insurance rates applicable to said premises shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rate then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’s expense, in setting sufficient, in Landlord’s judgment, to absorb and prevent vibration, noise and annoyance.

          Subordination. 7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessee or by any mortgagee, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. See Paragraph 65 “Rider to Lease.”

          Property Loss, Damage, Reimbursement, Indemnity. 8. Landlord or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence of Landlord, its agents, servants or employees; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi-public work. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into or out of the building without Landlord’s prior written consent. If such safe, machinery, equipment, bulky matter or fixtures requires special handling, all work in connection therewith shall comply with all laws and regulations applicable thereto and shall be done during such hours as Landlord may designate Tenant shall indemnify and save harmless Landlord against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Landlord shall not be reimbursed by insurance, including reasonable attorneys’ fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents, contractors, employees,

invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of any sub-tenant. In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon written notice from Landlord, will, at Tenant’s expense, resist or defend such action or proceeding by counsel approved by Landlord in writing, such approval not to be unreasonably withheld.

          Destruction, Fire and Other Casualty. 9. (a) If the demised premises or any thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Landlord and the rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the premises shall have been repaired and restored by Landlord, subject to Landlord’s right to elect not to restore the same as hereinafter provided. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then, in any of such events, Landlord may elect to terminate this lease by written notice to Tenant given within 90 days after such fire or casualty specifying a date for the expiration of the lease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in

such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the premises without prejudice however to Landlord’s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Landlord shall serve a termination notice as provided for herein, Landlord shall make the repairs and restorations subject to delays due to adjustment of insurance claims, labor troubles and cause beyond Landlord’s control. After any such casualty, Tenant shall cooperate with Landlord’s restoration by removing from the premises as promptly as reasonably possible, all of Tenant’s salvageable inventory and movable equipment, furniture, and other property. Tenant’s liability for rent shall resume five (5) days after written notice from Landlord that the premises are substantially ready for Tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives as right of recovery against the other or anyone claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also provided that such a policy can be obtained without additional premium. Tenant acknowledges that Landlord will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements,

or appurtenances removable by Tenant and agrees that Landlord will not be obligated to repair any damage thereto or replace the same. See Paragraph 51 “Rider to Lease.”

          Eminent Domain. 10. If the whole or any part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi-public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease.

          Assignment, Mortgage, Etc.. 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If this lease be assigned or if the demised premises or any part thereof be underlet or occupied to anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under-tenant 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 underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. See Paragraph 48 “Rider to Lease.”

          Electric Current. 12. Rates and conditions in respect to submetering or                      inclusion, as the case may be, to be added in Rider attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, in

Landlord’s opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no wise make Landlord liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. See Paragraph 40 “Rider to Lease.”

          Access to Premises. 13. Landlord or Landlord’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and, at other reasonable times, to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary and reasonably desirable to the demised premises or to any other portion of the building or which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to perform under this lease, or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Landlord to use and maintain and replace pipes and conduits in and through the demised premises and to erect new pipes and conduits therein. Landlord may, curing the progress of any work in the demised premises, take any necessary materials and equipment into said premises without the same constituting an eviction nor shall the Tenant be entitled to any abatement of rent while such work is in progress nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Landlord shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last six months of the term for the purpose of showing the same to prospective tenants and may, during said six month period, place upon the premises the usual notices “To Let” and “For Sale” which notices Tenant shall permit to remain thereon without molestation. If Tenant is not present to open and permit entry into the premises, Landlord or Landlord’s agents may enter

the same whenever such entry may be necessary or permissible by master key or forcibly and provided reasonable care is exercised to safeguard Tenant’s property and such entry shall not render Landlord or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Landlord may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation and such act shall have no effect on this lease or Tenant’s obligations hereunder. Landlord shall have the right at any time, without the same constituting an eviction and without incurring liability to Tenant therefor to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other public parts of the building and to change the name, number or designation by which the building may be known.

          Occupancy. 14. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the premises and accepts them as is, subject to the riders annexed hereto with respect to Landlord’s work, if any. In any event, Landlord makes no representation as to the condition of the premises and Tenant agrees to accept the same subject to violations whether or not of record.

          Bankruptcy. 15. (a) If at the date fixed s the commencement of the term of this lease or if at any time during the term hereby demised there shall be filed by or against Tenant in any court pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or for reorganizations or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, and within 60 days thereof, Tenant fails to secure a dismissal

thereof, or if Tenant make an assignment for the benefit of creditors or petition for or enter into an arrangement, this lease, at the option of Landlord, exercised within a reasonable time after notice of the happening of any one or more of such events, may be cancelled and terminated by written notice to the Tenant (but if any of such events occur prior to the commencement date, this lease shall be ipso facto cancelled and terminated) and whether such cancellation and termination occur prior to or during the term, neither Tenant nor any person claiming through or under Tenant by virtue of any statute or of any order of any court, shall be entitled to possession or to remain in possession of the premises demised but shall forthwith quit and surrender the premises, and Landlord, in addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in this lease contained or by virtue of any statute or rule of law, may retain as liquidated damages, any rent, security deposit or moneys received by him from Tenant or others on behalf of Tenant. If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.

               (b) It is stipulated an agreed that in the event of the termination of this lease pursuant to (a) hereof, Landlord shall forthwith, notwithstanding any other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premised for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If such premises or any part thereof be

re-let by the Landlord for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Landlord to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

          Default. 16. (1) If Tenant defaults in fulfilling any of the                      for the payment of rent or additional rent; or if the demised premises become vacant or deserted; or if the demised premises are damaged by reason of negligence or carelessness of Tenant, its agents, employees or invitees; or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if Tenant shall default with respect to any other lease between Landlord and Tenant; or if Tenant shall fail to move into or take possession of the premises within fifteen (15) days after the commencement of the term of this lease, of which fact Landlord shall be the sole judge; then, in any one or more of such events, upon Landlord serving a written five (5) days notice upon Tenant specifying the nature of said default and upon the expiration of said five (5) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said five (5) day period, and if Tenant shall not have diligently commenced curing such default within such five (5) day period, and shall not thereafter with reasonable diligence and in good

faith proceed to remedy or cure such default, then Landlord may serve a written three (3) days’ notice of cancellation of this lease upon Tenant, and upon the expiration of said three (3) days, this lease and the term thereunder shall end an expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to Landlord but Tenant shall remain liable as hereinafter provided.

               (2) If the notice provided for in (1) hereof shall have been given and the term shall expire as aforesaid; or if Tenant shall make default in the payment of the rent reserved herein or any item of additional rent herein mentioned or any part of either or in making any other payment herein required; then and in any of such events Landlord may dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of demised premises and remove their effects and hold the premises as if this lease had not been made. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease, Landlord may cancel and terminate such renewal or extension agreement by written notice.

          Remedies of Landlord and Waiver of Redemption. 17. In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise. (a) The rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, together with such expenses as Landlord may incur for legal expenses, attorneys’ fees, brokerage, and/or putting the demised premises in good order, or for preparing the same for re-rental; (b) Landlord may re-let the premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms, which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the term of this lease

and may grant concessions or free rent or charge a higher rental then that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Landlord to re-left the premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Landlord may incur in connection with re-letting, such as legal expenses, attorneys’ fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, in putting the demised premises in good order or preparing the same for re-rental may, at Landlord’s option, make such alterations, repairs, replacements and/or decorations in the demised premises as Landlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises and the making of such alterations, repairs, replacements and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. landlord shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting and in no event shall Tenant be entitled to receive any excess, if any, of such net rent collected over the sums payable by Tenant to Landlord

hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this lease of any particular remedy, shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of demised premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease, or otherwise.

          Fees and Expenses. 18. 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, then, unless otherwise provided elsewhere in this lease, Landlord may immediately or at any time thereafter and without notice, perform the obligation of Tenant thereunder, and if Landlord, in connection therewith or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs any obligations for the payment of money including but not limited to attorneys’ fees, in instituting, prosecuting or defending any action or proceeding, such sums so paid or obligations incurred with interest and costs shall be deemed to be additional rent hereunder and shall be paid by Tenant to Landlord within five (50) days of rendition of any bill or statement to Tenant therefore, and if Tenant’s lease 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.

          No Representations by Landlord. 19. Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to 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 fort in the provisions of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition, and agrees to take the same “as is” and acknowledges that the taking or possession of the demised premises by Tenant shall be conclusive evidence that the said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Landlord and Tenant and 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.

          End of Term. 20. Upon the expiration or other termination of the term of this lease, Tenant shall quit and surrender to Landlord the demised premises, broom clean, in good order and condition, ordinary wear excepted, and Tenant shall remove all its property. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this lease or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday unless it be a legal holiday in which case it shall expire, at noon on the preceding business day.

          Quiet Enjoyment. 21. Landlord covenants and agrees with Tenant 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 including, but not limited to, Article 30 hereof and to the ground leases, underlying leases and mortgages hereinabove mentioned.

          Failure to Give Possession. 22. If Landlord is unable to give possession of the demised premises on the date of the commencement of the term hereof, because of the holding-over or retention of possession of any tenant, undertenant or occupants, or if the premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, Landlord shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for the inability to obtain possession) until after Landlord shall have given Tenant written notice that the premises are substantially ready for Tenant’s occupancy. If permission is given to Tenant to enter into the possession of the demised premises or to occupy premises other than the demised premises prior to the date specified as the commencement of the term of this lease, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except as to the covenant to pay rent.

          No Waiver. 23. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this lease or of any of the Rules or

Regulations set forth 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. 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 and no provision of this lease shall be deemed to have been waived b 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 earliest stipulated rent, nor shall any endorsement or statement of 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. No act or thing done by Landlord or Landlord’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. No employee of Landlord or Landlord’s agent shall have any power to accept the keys of said premises prior to the termination of the lease and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the premises.

          Waiver of Trial by Jury. 24. 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 (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy of said premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences any summary proceeding for possession

of the premises. Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding.

          Inability to Perform. 25. This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on 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 or 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 repair, additions, alterations 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 strike or labor troubles or any cause whatsoever including, but not limited to, government preemption in connection with a National emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency.

          Bills and Notices. 26. Except as otherwise in this lease provided, a bill, statement, notice communication which Landlord may desire to be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by registered or certified mail addressed to Tenant at the building of which the demised premises from a part or at the last known residence address or business address of Tenant or left at any of the aforesaid premises addressed to Tenant, and the time of the rendition of such bill or statement and of the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant, mailed, or left at the premises as herein provided. Any notice by Tenant to Landlord must be served by registered or certified mail addressed to Landlord at the address first hereinabove given or at such other address as Landlord shall designate by written notice.

          Services Provided by Landlord — Water, Elevators, Heat, Cleaning, Air-Conditioning. 27. As long as Tenant is not in default under any of the covenants of this lease, Landlord shall provide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all other times; (b) heat to the demised premises when and as required by law, on business days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses or consumes water for any other purposes or in unusual quantities (of which fact Landlord shall be the sole judge), Landlord may install a water meter at Tenant’s expense which Tenant shall thereafter maintain at Tenant’s expense in good working order and repair to register such water consumption and Tenant shall pay for water consumed as shown on said meter an additional rent as and when bills are rendered and on Tenant’s default in making such payment, Landlord may pay such charges and collect the same from Tenant. Such a meter shall also be installed and maintained at Tenant’s expense if required by Law or Government Order. Tenant, if a water meter is so installed, covenants and agrees to pay its proportionate share of the sewer rent and all other rents or charges which are now or hereafter assessed, imposed or may become a lien on the demised premises or the realty of which they are a part; (d) cleaning service for the demised premises on business days at Landlord’s expense provided that the same are kept in order by Tenant. If, however, said premises are to be kept clean by Tenant, it shall be done at Tenant’s sole expense, in a manner satisfactory to Landlord and no one other than persons approved by Landlord shall be permitted to enter said premises or the building of which they are a part for such purpose. Tenant shall pay Landlord the cost of removal of any of Tenant’s refuse and rubbish from the building; (e) RIDER to be added in respect to                      and conditions for air-conditioning, cooling and ventilation if the entire building in which the demised premises is located is serviced by a central air-conditioning, cooling and ventilating system. Landlord will

furnish the same at Tenant’s expense; (f) Landlord shall have no responsibility or liability for failure to supply the services agreed to herein. Landlord reserves the right to stop services of the heating, elevators, plumbing, air-conditioning, power systems or cleaning or other services, if any, when necessary by reason of accident or for repairs, alterations, replacement or improvements necessary or desirable in the judgment of Landlord for as long as may be reasonably required by reason thereof or by reason of strikes, accidents, laws, order or regulations or any other reason beyond the control of Landlord. If the building of which the demised premises are a part supplies manually-operated elevator service, Landlord at any time may substitute automatic-control elevator service and upon ten days’ written notice to Tenant, proceed with alterations necessary therefor without in any wise affecting this lease or the obligations of Tenant hereunder. The same shall be done with a minimum of inconvenience to Tenant and Landlord shall pursue the alteration with due diligence. See Paragraph 39 “Rider to Lease.”

          Captions. 28. 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 therein.

          Definitions. 29. 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, merchandise of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing. The term “Landlord” as used in this lease means only the owner, the mortgagee in possession, for the time being of the land and building (or the owner of a lease of the building or of the land and building) which the demised premises from a part, so that in the event of any                      or sales of said land and building or of

said lease, or in the event of lease of said building, or of the land and building, the said 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, at any such sale, or the sublessee of the building, or of the land and building, that the purchaser of the lease of the building has assumed and agreed to carry out any and all covenants and obligations of Landlord, hereunder. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “business days” as used in this lease shall exclude Saturdays (except such portion thereof as is covered by specific hours in Article 28 hereof), Sundays and all days set forth on Exhibit “E”.

          Adjacent Excavation — Shoring. 30 If an excavation shall be made upon land adjacent to the demised 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 demised premises for the purpose of dong such work as said person shall deem necessary to preserve the wall or the building of which demised premises form a part 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.

          Rules and Regulations. 31. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations and such other and further reasonable Rules and Regulations as Landlord or Landlord’s agents may from time to time adopt. Notice of any additional rules or regulations shall be given in such manner as Landlord may elect. 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 the decision to the Newark Office of the American Arbitration Association, 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 or a notice, in writing upon Landlord within ten (10) days after the giving of notice thereof. 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, 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, visitors or licensees.

          Security. 32. Tenant has deposited with Landlord the sum of $25,500.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, 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 rent and additional rent 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 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 accrued before or after summary proceedings or other re-entry by Landlord. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession o the demised

premises to Landlord. In the event of a sale of the land and building or leasing of the building, of which the demised 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 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 further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited 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.

          Successors and Assigns. 33. 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 provide in this lease, their assigns.

          34. This Lease consists of this printed portion containing Articles 1 — 34 and each of the following attached hereto and made a part hereof: (a) Rider to Lease containing paragraphs 36 thru 65; and (b) the following Exhibits: Exhibit A (Rental Plan), Exhibit B (Work Letter), Exhibit C (Legal Description — Site Plan), Exhibit D (Cleaning Service Rider), Exhibit E (Legal Holidays), Exhibit F (Preliminary Plans), Exhibit G (Itemized List) and Exhibit H (Non-Disturbance and Attornment Agreement) and Exhibit I (Parking).

          IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease on the day and year first above written.

	BELLEMEAD DEVELOPMENT CORPORATION
By:
	Title
	TOTAL RESEARCH CORPORATION
By:
	Title

IMPORTANT — PLEASE READ

RULES AND REGULATIONS ATTACHED TO
AND MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 32

          1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than for ingress to and egress from the demised premises and for delivery of merchandise and equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Landlord. There shall not be used in any space, or in the public hall 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 sideguards. If said premises are situate on the ground floor of the building, Tenant thereof shall further, at Tenant’s expense, keep the sidewalks and curb in front of said premises clean and free from ice, snow, dirt and rubbish.

          2. The water and wash closets and 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, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant, who, or whose clerks, agents, employees or visitors, shall have caused it.

          3. No carpet, rug or other article shall be hung or shaken out of any window of the building and no Tenant shall sweep or throw or permit to be swept or thrown from the demised premises, any dirt or other substances into any of the corridors or halls, elevators, or out of the doors or windows or stairways of the building, and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises, or permit or suffer the

demised 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 and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

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

          5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the demised premises of the building or on the inside of the demised premises if the same is visible 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 any Tenant, Landlord may remove same without any liability, and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Interior signs on doors an directory tables shall be inscribed, painted or affixed for each Tenant by Landlord at the expense of such Tenant, and shall be of a size, color and style acceptable to Landlord.

          6. No Tenant shall mark, paint, drill into, or in any way deface any part of the demised premises or the building of which they form a part. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Landlord, and as Landlord may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in direct contract with the floor of the demised premises, and if linoleum or other similar floor covering is desired to be used an interlining of building’s deadening felt shall be first affixed to

the floor by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

          7. 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 mechanism thereof. Each Tenant must, upon the termination of his Tenancy, restore to Landlord all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by such Tenant, and in the event of the loss of any keys so furnished, such Tenant shall pay to Landlord the cost thereof.

          8. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors and only during hours and in a manner approved by Landlord. Landlord reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations or the lease of which these Rules and Regulations are a part.

          9. No Tenant shall obtain for use upon the demised premises ice, drinking water, towel and other similar services, or accept barbering or bootblacking services in the demised premises, except from persons authorized by Landlord and at hours and under regulations fixed by Landlord. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

          10. Landlord reserves the right to exclude from the building between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on Sundays and legal holidays, all persons who do not present a pass to the building signed by Landlord. Landlord will furnish passes to persons for whom any Tenant requires same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Landlord for all acts of such persons.

          11. Landlord shall have the right to prohibit any advertising by any Tenant which, in Landlord’s 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.

          12. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible or explosive fluid, material, chemical or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the demised premises.

          13. If the building contains central air-conditioning and ventilation, Tenant agrees to keep all windows closed at all times and to abide by all rules and regulations issued by the Landlord with respect to such services. If Tenant requires air-conditioning or ventilation after the usual hours, Tenant shall give notice in writing to the building superintendent prior to 3:00 p.m. in the case of services required on weekdays and prior to 3:00 p.m. on the day prior in the case of after hours service required on weekends or on holidays.

ADDENDA TO “PRINTED PORTION” OF LEASE
(STANDARD FORM OF OFFICE LEASE)

Dated December 2, 1985

LANDLORD:	BELLEMEAD DEVELOPMENT CORPORATION
TENANT:	TOTAL RESEARCH CORPORATION
PREMISES:	H portion of the fourth floor
	5 Independence Way
	Princeton, New Jersey 08540

          The Paragraphs of the Printed Portion of the Lease listed below are amended as follows there indicated by the corresponding footnotes in the Body of the Printed Portion:

PARAGRAPH 3, PAGE ONE OF PRINTED PORTION

1.	except for decorative changes
2.	which consent or approval shall not be unreasonably withheld.
3.	or decorative
4.	which consent or approval shall not be unreasonably withheld.
5.	except decorative changes,

PARAGRAPH 6, PAGE TWO OF PRINTED PORTION

6. Landlord represents that the Floor Load per square foot is 100 pounds live load.

PARAGRAPH 7, PAGE TWO OF PRINTED PORTION

7. reasonably

PARAGRAPH 8, PAGE TWO OF PRINTED PORTION

8.	Except for normal office equipment,
9.	reasonably

PARAGRAPH 13, PAGE TWO OF PRINTED PORTION

10. Upon reasonable notice to Tenant except for an emergency for which no notice need be given,

PARAGRAPH 17, PAGE THREE OF PRINTED PORTION

11.

PARAGRAPH 18, PAGE THREE OF PRINTED PORTION

12.	reasonable
13.	reasonable

PARAGRAPH 20, PAGE FOUR OF PRINTED PORTION

14. except for “punch list” items

PARAGRAPH 26, PAGE FOUR OF PRINTED PORTION

15. except for Landlord’s gross negligence.

PARAGRAPH 28, PAGE FOUR OF PRINTED PORTION

16.	and kitchen
17.	HVAC will be provided as set forth in the Work Letter.
18.	Landlord represents that it will use reasonable efforts to provide the HVAC to the premises as set forth in the Work Letter.

PARAGRAPH 33, PAGE FIVE OF PRINTED PORTION

19. material

          IN WITNESS WHEREOF, Landlord, by its proper corporate officers, has signed this Lease and this Addenda to the “Printed Portion” of the Lease, and Tenant, by its proper corporate officers, has signed this Lease and this Addenda to the “Printed Portion” of the Lease as of the 2nd day of December, 1985.

WITNESS:	LANDLORD:		BELLEMEAD DEVELOPMENT CORPORATION
		By:
WITNESS:	TENANT:		TOTAL RESEARCH CORPORATION
		By:

TABLE OF CONTENTS
FOR RIDER TO LEASE

ARTICLE Page

RIDER TO LEASE

Dated: December 2, 1985

LANDLORD:	BELLEMEAD DEVELOPMENT CORPORATION
TENANT:	TOTAL RESEARCH CORPORATION
PREMISES:	H portion of the fourth floor
	5 Independence Way
	Princeton, New Jersey 08540

          36. DEFINITIONS; DEMISED PREMISES; ADJUSTED MINIMUM RENT

          36.1 Definitions. For purposes of this Article, the following terms shall have the meanings set forth below:

               (1) Assessed Valuation shall mean the assessed valuation of the Real Estate for the First Tax Year, as such assessed valuation is or may be ultimately determined by final administrative or judicial proceedings, or by abatement by an appropriate taxing authority;

               (2) Base Tax Rate shall mean the real estate tax rate in effect on the date of this Lease;

               (3) First Operating Year shall mean the calendar year ending December 31, 1986. Operating Year shall mean any calendar year thereafter;

               (4) First Tax Year shall mean the calendar year in which the Building is assessed as a completed building. Tax Year shall mean any calendar year thereafter;

               (5) Land shall mean the land described in Exhibit C to this Lease;

               (6) Occupancy Percentage shall mean the percentage of Tenant’s occupancy of the entire Building;

               (7) Real Estate Tax Base shall mean the amount determined by multiplying the Assessed Valuation by the Base Tax Rate;

               (8) Taxes shall mean all real estate taxes, charges and assessments imposed upon the Land, Building and other improvements thereon (collectively, the “Real Estate”). If and to the extent that due to change in the method of taxation or assessment, any franchise, capital stock, capital gains, rent, income, profit or any other tax or charge shall be substituted in whole or in part for the current ad valorem Taxes now or hereafter imposed upon the Real Estate, such franchise, capital stock, capital gains, rent, income, profit or other tax or charge shall be deemed included in the term “Taxes” for the purposes of this Article;

          36.2 The Demised Premises shall be deemed to contain a floor area of 17,000 square feet and the building of which the Demised Premises form a part (“Building”) shall be deemed to contain a total floor area of 113,244 square feet. Tenant’s Occupancy Percentage shall be 15.0 percent. Landlord represents that of the 17,000 rentable square feet, 14,500 square feet will be usable by Tenant. Of the total floor area (113,244 square feet), the Building contains 96,574 usable square feet. The foregoing representation is Landlord’s best estimate of the usable square feet in the Demised Premises and is not intended to have any significance (i) in calculating the Occupancy Percentage or Adjusted Minimum Rent, or (ii) under any of the terms and provisions of this Lease.

          36.3 Adjusted Minimum Rent shall mean the Minimum Rent as increased in accordance with this Article to reflect any increase in Taxes and Building Operating Costs. Tenant shall pay such increases as additional rent as hereinafter provided.

          36.4 Taxes.

               (1) If the Taxes for any Tax Year during the term of this Lease shall be greater than the Real Estate Tax Base, then Tenant shall pay to Landlord, as additional rent, an amount equal to the Occupancy Percentage of such excess.

               (2) Upon the issuance by the respective taxing authorities having jurisdiction over the Real Estate of a bill or bills for the taxes imposed upon the Real Estate for the First Tax Year, Landlord shall submit a copy of such bill or bills to Tenant. Thereafter, on or about each anniversary of said date, Landlord shall submit to Tenant a copy of the latest tax bill or bills for the Taxes for each subsequent Tax Year indicating each change in the Taxes and the effective date of such change together with a statement (the “Tax Statement”) which shall indicate the amount, if any, required to be paid by Tenant as additional rent. Within the additional rent as set forth therein. Any payments due pursuant to this Article for a period of less than a full Tax Year, either at the commencement or at the end of the term of this Lease, shall be ratably apportioned.

               (3) If, at any time after the execution of this Lease, the taxing jurisdiction in which the Real Estate is located should change its method of valuating the Real Estate for the First Tax Year as part of a general revaluation program (“Revaluation”), notwithstanding, for the purposes of computing the Real Estate Tax Base pursuant to Section 36.1(7) Landlord may, at its option, use one of the following methods:

                    (a) The Assessed Valuation shall be the amount for which the Real Estate would have been assessed for the First Tax Year if there had been no Revaluation, and the Base Tax Rate shall be as defined in Section 36.1(2) above, or

                    (b) The Assessed Valuation shall be the actual amount assessed, and the Base Tax Rate shall be the real estate tax rate as subsequently reduced by the taxing jurisdiction in connection with the Revaluation.

                    Landlord shall inform the Tenant as to which of the above two methods Landlord has elected at such time as Landlord submits the Tax Statement to Tenant.

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          36.5 Building Operating Costs.

               (1) Tenant hereby agrees that for each Operating Year during the Term of this Lease for which the total Building Operating Costs (as hereinafter defined) shall exceed the Building Operating Costs for the First Operating Year, Tenant shall pay to Landlord, as additional rent, an amount equal to the Occupancy Percentage of such excess within 30 days after presentation of Landlord’s statement (the “Operating Statement”) therefor. Landlord shall present its Operating Statement within 90 days after the commencement of each such Operating Year (“Billing Date”). Tenant shall thereafter, for the balance of that Operating Year and for that portion of the next Operating Year until the Billing Date during such year, make monthly payments of 1/12th of such increase to reflect the change as at the Billing Date, which amounts shall be credited for the account of Tenant against the annual payment due on the succeeding Billing Date. The Operating Statement shall indicate (i) the initial additional amount required to be paid by Tenant as additional rent as in this Article provided; (ii) the Tenant’s new Adjusted Minimum Rent; and (iii) the manner in which such adjustment is computed.

               (2) The “Building Operating Costs” shall include each and every reasonable expense incurred in connection with the ownership, administration, management, operation and maintenance of the Real Estate, including but not limited to, wages, salaries and fees paid to persons either employed by Landlord or engaged as independent contractors in the operation of the Real Estate and such other typical items of expense as indicated below. All such costs shall be reflected on a comparative statement (the “Statement”) which shall be exhibited to the Tenant upon request.

               (3) The expenses referred to in this Article shall be determined in accordance with generally accepted accounting principles and each Statement furnished shall be certified by Landlord as true and correct. Tenant or its representatives shall have the right, at its own expense, upon reasonable notice and during reasonable hours, to inspect the books of Landlord for the purpose of verifying the information contained in any Statement, provided prior written request for such inspection shall be made by Tenant within thirty days after receipt of such Statement.

               (4) Some of the typical items of expense which comprise or may comprise the Building Operating Costs and to be included in the Statement are or may be: (a) General repairs and maintenance; (b) utility costs, including but not limited to, cost of electricity to power HVAC units serving the entire Building (both tenant and common areas), cost of oil or other fuel required to heat the entire Building, cost of electricity to light the common areas; (c) cleaning costs, including but not limited to, window cleaning, general interior office cleaning, cleaning of common areas; (d) service contracts, including but not limited to, contracts for elevator service, HVAC service, rubbish removal, carting, janitorial and watchman services and snow removal; (e) costs of landscaping; (f) cost of insurance; (g) fees and/or salaries of superintendents, engineers, custodians; and (h) towel service for common lavatories. Building Operating Costs shall exclude salaries of personnel above the grade of building manager.

               (5) Anything to the contrary contained in this Article 36 notwithstanding, if the average occupancy of the Building is less than ninety-five percent (95%) during the First Operating Year, then Landlord shall make a determination (“Landlord’s Determination”) of what

3

the Building Operating Costs for such year would have been if during the entire year the average tenant occupancy of the Building were ninety-five percent (95%). Landlord’s Determination shall be binding and conclusive upon Tenant and shall for all purposes of this Lease be deemed to be the Building Operating Costs for the First Operating Year. Landlord shall notify Tenant of Landlord’s Determination within ninety (90) days following the last day of the First Operating Year. Thereafter, if for any subsequent Lease Year the average tenant occupancy of the Building is below ninety-five percent (95%), the Building Operating Costs for any such year shall be adjusted by Landlord to the amount that such Building Operating Costs would have been if the average tenant occupancy during that year had been ninety-five percent (95%).

          36.6 If, pursuant to any Tax Statement or Operating Statement showing Taxes or Building Operating Costs for any year subsequent to the First Tax Year or First Operating Year, respectively, there shall be an additional amount payable or a refund due with respect to Taxes and/or Building Operating Costs for the period covered by such statement(s), the amount payable by the Tenant to the Landlord as additional rent or the amount due to the Tenant as a refund, shall be calculated and paid accordingly. If such calculation takes place and/or any payment in connection therewith becomes payable after the expiration of the term of this Lease, this provision shall be deemed to have survived such expiration. However, it is agreed by the parties that any refund shall not in any way operate to reduce the Minimum Rent.

          36.7 Any increase in additional rent under this Article shall be prorated for the final Operating Year if such Operating Year covers a period of less than twelve (12) full months. Tenant’s obligation to pay additional rent under this Article for the final Operating Year shall survive the expiration of the term of this Lease.

          36.8 In the event that the payment of any sum required to be paid by Tenant to Landlord under this Lease (including, without limiting the generality of the foregoing, Minimum Rent, Adjusted Minimum Rent, or payment made by Landlord under any provision of this Lease for which Landlord is entitled to reimbursement by Tenant) shall become overdue for 15 days beyond the date on which they are due and payable as provided in this Lease, then a delinquency service charge equal to four percent (4%) of the amount over due shall become immediately due and payable to Landlord as liquidated damages for Tenants’ failure to make prompt payment. Further, such delinquency service charge shall be payable o the first day of the month next succeeding the month during which such late charges become payable as additional rent, together with interest on the amounts overdue from the date on which they became due and payable. In the event of nonpayment of any delinquency service charges and interest provided for above, Landlord shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein and by law in the case of nonpayment of rent. No failure by Landlord to insist upon the strict performance by Tenant of Tenant’s obligations to pay late charges shall constitute a waiver by Landlord of its rights to enforce the provisions of this Section 36.8 in any instance thereafter occurring. The provisions of this Section 36.8 shall not be construed in any way to extend any notice period provided for in this Lease.

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37. COMMENCEMENT OF TERM; ESTIMATED COMMENCEMENT DATE; COMMENCEMENT DATE AND TERMINATION DATE; RENT COMMENCEMENT DATE

          37.1 The parties intend that the Lease shall commence on or about March 1, 1986 provided that the following shall have occurred: (i) Tenant shall have executed this Lease by December 6, 1985, and (ii) the Plans shall have been approved by December 16, 1985 (the “Estimated Commencement Date”). Notwithstanding the above, the commencement date (“Commencement Date”) as defined, fixed and ascertained in this Article shall be the date upon which the work required to be performed by the Landlord pursuant to the Work Letter attached hereto as Exhibit “B” (the “Work”), shall be substantially completed. The Work shall be deemed to be substantially completed (“Substantial Completion”) for all purposes hereunder, on the earlier of the date upon which:

               A. (i) Landlord has procured a temporary or permanent Certificate of Occupancy, permitting occupancy of the Demised Premises by the Tenant; and (ii) the Landlord’s architects shall have certified that Landlord has substantially performed the Work. Substantial Completion shall be deemed to have occurred even though minor details of work remain to be done, provided such details do not materially interfere with the Tenant’s use of the Demised Premises,

or

               B. Tenant shall have taken possession of all or any part of the Demised Premises.

          37.2 On or after determination of the Commencement Date as above provided, Landlord shall deliver to Tenant a notice (“Commencement Date Notice”) fixing the Commencement Date and termination date which shall be a data five (5) years and seven (7) months after the Commencement Date (“Termination Date”).

          37.3 The date upon which Tenant’s obligation for the payment of the Minimum Rent and Adjusted Minimum Rent hereunder shall commence (“Rent Commencement Date”) shall be deemed to be nineteen months after the Commencement Date.

          37.4 If, prior to the Commencement Date, Tenant shall enter the Demised Premises to make any installations of its equipment, fixtures and furnishings, Landlord shall have no liability or obligation for the case or preservation of Tenant’s property.

          37.5 Landlord agrees to provide access to the telephone company during the course of construction, to permit Tenant’s installations of telephones. However, the parties agree that the failure of the telephone company to complete the telephone installation and to provide service shall not delay or defer the determination of the Commencement Date or the Rent Commencement Date and the obligation of Tenant to pay rent therefrom.

          37.6 Anything contained in this Article 37 to the contrary notwithstanding, if for any reason the Premises are not ready for occupancy on the Estimated Commencement Date, this Lease shall nevertheless continue in full force and effect; the Commencement Date shall be

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postponed until substantial completion has occurred and the Rent Commencement Date shall be postponed for a like number of days. The Termination Date shall be adjusted to provide the full term set forth in Section 37.2 hereinabove. Anything contained in this Article 37 to the contrary notwithstanding, Landlord agrees that in the event the Demised Premises are not substantially complete on or prior to the “Outside Date” as hereinafter defined, Tenant shall have the option to terminate and cancel this Lease; provided, however, that Tenant shall have served written notice of its election under this Article to cancel and terminate the Lease within five (5) days following said Outside Date. For purposes of this Article, Outside Date shall be defined as May 1, 1986, subject to an extension for any delays which are attributable to Tenant, its agents, or its employees. If Tenant shall fail to deliver notice to terminate and cancel this Lease, this Lease shall remain in full force and effect. The rights granted to Tenant in this paragraph to terminate the Lease are conditioned upon Tenant’s execution of the Lease by December 6, 1985 and delivery of the Plans to Landlord by December 16, 1985.

          38. LANDLORD’S WORK; LANDLORD’S WORK LETTER

          38.1 Annexed hereto as Exhibit “B” and made a part hereof is Landlord’s work letter (the “Work Letter”). Tenant agrees that it shall either approve Landlord’s drawings or provide to Landlord on or before the 16th day of December, 1985, such drawings and specifications (the “Plans”), a preliminary version of which is attached hereto as Exhibit “F”, required by Landlord for Tenant’s layout, partitioning, electrical, reflecting ceiling and other installations for the approval and acceptance of Landlord. Landlord shall furnish and install in accordance with such Plans, so much of the work required by Tenant by the above Plans as allowed by Landlord’s Work Letter, and attached itemized list in Exhibit “G” (the “Item List”) at no additional cost to Tenant. To the extent Tenant’s final drawings require work, the cost of which is not in excess of 104% of the cost contemplated by the Work Letter or the Item List, such work shall be reduced to an “Extra or Change Order” to be executed by both Landlord and Tenant, which shall indicate the work required, the cost thereof, and the additional time required, if any, for completion. Tenant shall be responsible for any delays in completing the Demised Premises by reason of Tenant’s failure to furnish Landlord with the requisite approvals and drawings.

          38.2 Anything contained in this Article 38 and the Work Letter to the contrary notwithstanding, Landlord agrees to credit (the “Relocation Credit”) toward the cost of relocation expenses an amount equal to $5,000. The Relocation Credit shall only be applicable toward the cost of relocation expenses and Landlord shall remit to Tenant an amount equal to the Relocation Credit within thirty (30) days after the Commencement Date.

          39. HEATING, AIR-CONDITIONING AND VENTILATION; LEGAL HOLIDAYS; “AFTER HOURS”

          39.1 Notwithstanding the provisions of subsections (b) and (e) of Article 28 of this Lease, but subject to all of the other terms, covenants and conditions of said Article 28, Landlord shall provide and furnish appropriate heat, air-conditioning or ventilation to the Demised Premises between the hours of 8:00 a.m. and 6:00 p.m., Monday through Friday, other than Legal Holidays (which are listed on Exhibit “E”), attached to this Lease.

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          39.2 At all other times not otherwise provided for in Section 39.1 above, Landlord agrees that it shall, upon prior written request from Tenant, provide after-hours air-conditioning, ventilation or heating, as the case may be, for which Tenant shall pay to Landlord as additional rent hereunder, a sum equal to $75.00 per hour for providing heat, and $75.00 per hour for providing air-conditioning, that being intended to cover Landlord’s cost for the power or fuel required to provide the same. In the event that during the term of this Lease, or any renewal hereof, the Landlord’s cost for providing after-hours heating or air-conditioning shall increase by virtue of utility rate increases or unit fuel cost increases, the above-specified hourly charges shall be adjusted from time to time to reflect said increases. In addition to the foregoing, should there be any charges incurred by Landlord for additional attendant engineers or similar additional requirements as may be imposed from time to time by the State Labor Department, local authorities, union requirements, or the like, Tenant agrees to reimburse Landlord for its out-of-pocket expenses incurred in connection therewith, related to the after-hours use by Tenant.

          40. ELECTRIC CURRENT

          40.1 Landlord’s obligation to supply current shall be limited to the current required to power the Building standard heating, ventilation and air-conditioning systems and the power for the lighting of common areas.

          40.2 Tenant shall arrange to purchase and pay for all of the electric current requirements for light and power used in connection with Tenant’s operations within the Demised Premises. Landlord shall furnish and install an electric meter for the measurement of the consumption of Tenant’s electric current as herein provided.

          40.3 At the request of Landlord, prior to occupancy of the Demised Premises, Tenant shall execute any and all applications for service, or forms required by the local utility company supplying electric current to the Building for the metering of all electric current and power required for the operation of the electrical equipment of any nature whatsoever and lights within or serving the Demised Premises.

          41. LIABILITY INSURANCE

          41.1 Tenant agrees to provide on or before the Commencement Date a Certificate of Insurance confirming to Landlord insurance coverage under a comprehensive general liability policy to confirm, among other things, (i) personal injury coverage, and (ii) coverage for Tenant’s contractual duty of indemnification under this Lease in an amount not less than $1,000,000.00 combined single limit per occurrence and containing a provision that such insurance shall not be cancelled except upon 90 days’ prior written notice to Landlord.

          42. FIRE INSURANCE — WAIVER OF SUBROGATION

          42.1 Landlord and Tenant each hereby releases the other, its respective officers, directors, employees and agents from any and all liability or responsibility to the other or anyone claiming through or under either of them by way of subrogation or otherwise, for any loss or damage to property caused by fire or any of the extended coverage casualties, even if such fire or other casualty shall have been caused by the fault or negligence of the other party or anyone for

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whom such party may be responsible. Landlord agrees that it shall carry and maintain in fore and effect at all times during the term of this Lease a Standard Fire Insurance policy with Standard Extended or Additional Extended Coverage and vandalism and malicious mischief endorsements. Tenant shall maintain a Standard Fire Insurance policy with the aforesaid Extended Coverage and vandalism endorsements covering the replacement value of all Tenant’s personal property, equipment and improvements located in the Demised Premises.

          43. PARKING FACILITIES

          43.1 So long as Tenant is not in default under this Lease, Landlord hereby grants to Tenant the license (the “License”) to park 70 cars (“Allotted Parking”), for use solely by Tenant and Tenant’s employees, guests and invitees in the parking area or areas serving the Building (the “Designated Parking Area”).

          43.2 The use of any more than the Allotted Parking after notice from Landlord, by Tenant, its employees, licensees or invitees (“Over-use”) shall be deemed a material event of default under this Lease, and Landlord may immediately suspend or revoke the License and/or exercise such remedies as are provided in Articles 17 and 18 of the “Printed Portion” of this Lease. Landlord shall not be responsible to Tenant for enforcing the License or for violation of the License by other tenants of the Building, by third parties, or guests or visitors to the Building.

          43.3 In the event the number of parking spaces in the Designated Parking Area is reduced by circumstances beyond the control of Landlord, the Allotted Parking shall be reduced accordingly.

          43.4 Landlord shall designate two (2) of the Allotted Parking in reasonable proximity to the Building for reserve parking by Tenant.

          44. ACCESS AND COMMON AREA

          44.1 Anything to the contrary contained in this Lease notwithstanding, Landlord and all tenants, including Tenant hereunder, of this Building, shall have a mutual right of access for emergency purposes through such areas where the same may be required including the Demised Premises and the demised premises of any other tenant in the Building.

          44.2 Tenant shall have the right of nonexclusive use, in common with others, of (a) automobile parking areas and driveways (subject to Article 43 hereof); (b) footways, and (c) such elevator and other facilities as may be constructed and designated from time to time by Landlord in the Building, all to be subject to the terms and conditions of the Lease and to reasonable rules and regulations for the use thereof as prescribed from time to time by Landlord.

          45. INTENTIONALLY DELETED

          46. BROKER

          46.1 Tenant represents that Joseph Hilton & Associates, Inc. is the only real estate broker responsible for bringing about, or negotiating, this Lease and said broker is the only broker with whom it has dealt in connection with the Demised Premises.

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          46.2 In reliance upon the foregoing representation, Landlord agrees to pay a commission to said broker in accordance with a separate agreement between them, and Tenant agrees to defend, indemnify and hold harmless the Landlord, its affiliates and/or subsidiaries from any expense or liability (including attorney’s fees) arising out of any claim from commission by any other broker claiming or alleging to have acted on behalf of or to have dealt with Tenant.

          47. CLEANING SERVICES

          47.1 Landlord shall provide services for maintenance of the grounds, common areas and parking areas and such other cleaning services within the Demised Premises as are set forth on the “Cleaning Service Rider” annexed hereto and made a part hereof as Exhibit “D”.

          48. ASSIGNMENT AND SUBLETTING

          48.1 Supplementing the provisions of Article 11, and except as provided in Section 48.8 if the Tenant shall desire to assign this Lease, sublet or underlet all or any portion of the Demised Premises, it shall first submit in writing to the Landlord a notice setting forth in reasonable detail:

               (a) the identity and address of the proposed assignee or sublessee;

               (b) in the case of a subletting, the terms and conditions thereof;

               (c) the nature and character of the business of the proposed assignee or sublessee and its proposed use for the Demised Premises;

               (d) evidence that the proposed assignee or sublessee is a United States citizen or citizens or a corporation qualified to do business in the State of New Jersey and organized and existing under the laws of one of the States of the United States;

               (e) banking, financial and other credit information relating to the proposed assignee or sublessee reasonably sufficient to enable Landlord to determine the proposed assignee’s or sublessee’s financial responsibility; and

               (f) in the case of a subletting of only a portion of the Demised Premises, plans and specifications for Tenant’s layout, partitioning, and electrical installations for the portion of the Demised Premises to be sublet.

          48.2 If the nature and character of the business of the proposed assignee or sublessee, and the proposed use and occupancy of the Demised Premises, or any portion thereof, by the proposed assignee or sublessee, is in keeping and compatible with the dignity and character of the Building, then, subject to compliance with the requirements of Article 11 and this Article 48, anything to the contrary in Article 11 notwithstanding, Landlord agrees not unreasonably to withhold or delay its consent to any such proposed assignment or subletting, provided that Tenant shall, by notice in writing as described in Section 48.1, advise Landlord of its intention to assign this Lease or to sublease all or any part of the Demised Premises, from, on and after a stated date (which shall not be less than 60 days after date of Tenant’s notice).

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          48.3 INTENTIONALLY DELETED.

          48.4 In addition to the foregoing requirements: (a) no sublease shall result in an occupancy of the Demised Premises by more than four tenants, including the Tenant hereunder, (b) no sublease shall be for a term of less than one year, unless the unexpired term of this Lease shall be less than two years at the commencement of the sublease, (c) no assignee or sublessee shall be an existing tenant of or any party then negotiating for space in the Building, or any other building in the office park of which the Building is a part (i) owned by Landlord, Bellemead Development Corporation (“Bellemead”) or any partnership in which Bellemead or an affiliate of Bellemead is a partner or (ii) managed by Bellemead or an affiliate of Bellemead (“Affiliated Building”), (d) no sublease shall result in the occupancy of less than 2000 square feet of space, (e) Tenant shall not be in default under any of the terms and conditions of this Lease at the time of any notice or request for consent under the terms of this Article or at the effective date of such assignment or subletting and (f) no subletting or assignment shall be for a rental rate less than that currently being charged by Landlord for comparable space in the Building or any Affiliated Building. Furthermore, anything to the contrary in Section 48.2 notwithstanding, Landlord shall not consent to any sublease unless Tenant agrees at the time of the proposed sublease and in the Tenant’s notice required in Section 48.2 to pay over to Landlord fifty percent (50%) of all rents (of whatever nature) payable by the prospective sublessee to Tenant pursuant to such sublease which exceeds the pro rata share of the then Adjusted Minimum Rent allocable to the sublease premises payable by Tenant hereunder.

          48.5 Any sublease must provide (a) it shall be subject and subordinate to all of the terms and conditions of this Lease, (b) that notwithstanding Article 2 hereof, the use of the Demised Premises thereunder shall be restricted exclusively to [executive and administrative office use], (c) that the term thereof shall not extend beyond a date which is one day prior to the expiration date of the then current Initial Term or Renewal Term hereof, (d) no sublessee shall be permitted to further sublet all or any part of the Demised Premises without Landlord’s prior written consent, and (e) in the event of cancellation or termination of this Lease for any reason whatsoever or of the surrender of this Lease whether voluntary, involuntary or by operation of law, prior to the expiration date of such sublease, including extensions and renewals granted thereunder, that, at Landlord’s option, the subtenant shall make full and complete attornment to Landlord for the balance of the term of the sublease, which attornment shall be evidenced by an agreement in form and substance satisfactory to Landlord which the subtenant shall execute and deliver at any time within five (5) days after request of the Landlord, its successors and assigns. The subtenant shall waive the provisions of any law now or hereafter in effect which may give the subtenant any right of election to terminate the sublease or to surrender possession of the Premises in the event any proceeding is brought by Landlord to terminate this Lease.

          48.6 Each of the following events shall be deemed to constitute an assignment of this Lease and shall require the prior written consent of Landlord not to be unreasonably withheld in each instance:

               (a) Any assignment or transfer of this Lease by operation of law;

               (b) Any hypothecation, pledge or collateral assignment of this Lease;

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               (c) Any involuntary assignment or transfer of this Lease in connection with bankruptcy, insolvency, receivership or otherwise;

               (d) Any assignment, transfer, disposition, sale or acquiring of a controlling interest in Tenant to or by any person, entity or group of related persons or affiliated entities, whether in a single transaction or in a series of related transactions; and

               (e) Any issuance of an interest or interests in Tenant (whether stock, partnership interests or otherwise) to any person; entity or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, such that following such issuance, such person, entity or group shall hold a controlling interest in Tenant.

For purposes of the immediately preceding sentence, a “controlling interest” of Tenant shall mean eighty percent (80%) or more of the aggregate issued and outstanding equitable interests (whether stock, partnership interests or otherwise) thereof.

          48.7 Any provision of Article 11 and Sections 48.1, 48.2, 48.5 and 48.6 to the contrary notwithstanding, but subject to Sections 48.4, 48.5 and 48.8:

               (a) Any corporate Tenant shall have the right, without the consent of Landlord, to assign this Lease or sublet all or any part of the Demised Premises to any corporation controlling, controlled by or under common control with Tenant, provided that no such assignee shall further assign this Lease and no such sublessee shall assign or encumber its sublease or further sublet all or any part of the Demised Premises to any person other than a corporation controlling, controlled by or under common control with Tenant, except in accordance with the provisions of Article 11 and this Article 48, and provided, further, that any event resulting in such assignee or sublessee ceasing to be a corporation controlling, controlled by or under common control with Tenant shall be deemed to be an assignment of this Lease requiring the prior consent of Landlord, and Tenant shall thereupon be required to comply with all provisions of Article 11 and this Article 48 applicable thereto. For purposes of the immediately foregoing, “control”, means ownership of at least fifty-one percent (51%) of the issued and outstanding voting stock of such corporation.

               (b) Any corporate Tenant shall also have the right, without the consent of Landlord, to assign this Lease to any corporation succeeding to Tenant by merger or consolidation in accordance with applicable statutory provisions for merger or consolidation of corporations or by purchase of all or substantially all of Tenant’s assets, provided that immediately after such merger, consolidation or purchase, the shareholders’ equity (capital stock, additional paid-in capital and retained earnings) of the successor corporation or the purchasing corporation, as the case may be, shall at least equal the shareholders’ equity of Tenant immediately prior to such merger, consolidation or purchase and shall be so certified by the chief financial officer of the assignee. Effective upon the making of an assignment permitted under the immediately preceding sentence, the assignor shall be released from further liability under this Lease.

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It is Landlord’s intent to permit assignment of this Lease and subletting pursuant to this Section 48.7 exclusively as an accommodation to the bona fide and legitimate business needs of Tenant; and notwithstanding the provisions hereof, no assignment of this Lease or sublease of the Demised Premises without Landlord’s consent hereunder shall be permitted where the sole or primary purpose of such assignment or subletting is to permit occupancy of the Demised Premises by a third party in avoidance of Landlord’s consent, or in the case of a corporation’s purchasing all of substantially all of Tenant’s assets where this Lease constitutes all or a substantial portion of such assets.

          Tenant shall promptly give Landlord prior notice of any assignment of this Lease or subletting permitted under this Section 48.7, accompanied by all documentation required to establish compliance with the requirements of subsection (a) and (b) above and shall also promptly provide Landlord with a copy of any material executed instrument of merger, consolidation or assignment or the executed sublease, as the case may be.

          48.8 It is a condition to the effectiveness of any assignment otherwise complying with Article 11 and this Article 48 that the assignee execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee assumes all obligations of Tenant under this Lease, and agrees that the provisions of Article 11 and this Article 48 shall continue to be binding upon it in respect of all future assignments and deemed assignments of this Lease. No assignment of this Lease shall release the assignor from its continuing obligations to Landlord under this Lease, except as expressly herein provided, and Tenant and any subsequent assignor shall continue to remain jointly and severally liable (as primary obligor) for all tenant’s obligations hereunder.

          48.9 Tenant shall be responsible for obtaining all permits and approvals required by any governmental or quasi-governmental agency for any work or otherwise required in connection with any assignment of this Lease or any sublease, and Tenant shall deliver copies of the same to Landlord prior to the commencement of work if work is to be done. Tenant is furthermore responsible for and is required to reimburse Landlord for all reasonable costs including legal fees which Landlord incurs in reviewing any proposed assignment of this Lease or any sublease and any permits, approvals and applications for the construction within the Demised Premises. Tenant’s failure to obtain any of the above-mentioned permits and approvals or to submit same and a duplicate original counterpart of the assignment or sublease to Landlord within fifteen days of the data of issuance or execution of such item(s) shall constitute a default under this Lease.

          48.10 If Landlord reasonably withholds its consent of any proposed assignment or sublease, Tenant shall indemnify, defend and hold harmless Landlord against and from all loss, liability, damage, cost and expense (including reasonable attorneys’ fees and disbursements) 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.

          48.11 If Landlord consents to any proposed assignment or sublease and Tenant fails to consummate the assignment or sublease to which Landlord consented within 45 days after the giving of such consent, Tenant shall be required again to comply with all of the provisions and

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conditions of this Article 48 before assigning this Lease or subletting all or part of the Demised Premises.

          48.12 Tenant, its sublessees, and their respective successors and assigns acknowledge and agree that the restriction that Landlord’s consent to a proposed assignment of this Lease or to a subletting under certain circumstances shall not be unreasonably withheld and shall not be intended or construed as an agreement or covenant on the part of the Landlord, but rather as a qualification on Tenant’s covenant not to assign this Lease or sublet, and they further agree that under no circumstances shall Landlord be liable in damages or subject to liability of any other kind or nature whatever by reason of Landlord’s failure or refusal to grant its consent to any proposed assignment of this Lease or subletting of the Demised Premises, the sole and exclusive recourse being a declaratory judgment on the question of Landlord’s reasonableness.

          48.13 The joint and several liability of the named Tenant and any immediate or remote successor in interest of the named Tenant for the due performance and observance of all covenants and conditions to be performed and observed by Tenant shall not be impaired by any agreement of Landlord extending the time for such performance or observance or by Landlord’s waiving or failing to enforce any provision of this Lease.

          49. TENANT’S COOPERATION; REASONABLE MODIFICATIONS; ESTOPPEL CERTIFICATE

          49.1 If, in connection with obtaining financing for the Building and/or the Real Estate, or otherwise upon the interest of the Landlord, as lessee, under any ground or underlying lease, any lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modification, upon Landlord’s request, provided that such modification does not materially or adversely affect the rights of Tenant under this Lease.

          49.2 Tenant agrees at any time and from time to time, upon not less than ten days’ prior written request, that Tenant shall execute, acknowledge and deliver to Landlord, or its designee, a statement in writing certifying: that this Lease is unmodified and is in full force and effect (or if there have been modifications, the specifics thereof and that the Lease is in full force and effect as modified); the dates to which the Minimum Rent (or Adjusted Minimum Rent) and additional rent have been paid; and the amount of all rents paid in advance, if any. It is intended hereby that any such statement delivered pursuant to this Article may be relied upon by a prospective purchaser of the Landlord’s interest or a mortgagee of Landlord’s interest, or any assignee of any mortgage upon Landlord’s interests in the Real Estate. The foregoing obligation shall be deemed a substantial obligation of the tenancy, the breach of which shall give Landlord those remedies herein provided for an even of default.

          50. LIMITATION OF LIABILITY; DEFINITION OF “LANDLORD”

          50.1 Notwithstanding anything to the contrary herein provided, each and every term, covenant, condition and provision of this Lease is hereby made specifically subject to the provisions of this Article 50. The term “Landlord” as used in this Lease means only the owner or lessor for the time being of the Building, so that in the event of any conveyance of such

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interest and the transfer to the transferee of any funds then being held under this Lease by such owner, Landlord shall be and hereby is entirely freed and relieved of any and all obligations of Landlord hereunder thereafter accruing, and it shall be deemed without further agreement between the parties and such grantee(s) that the grantee has assumed and agreed to observe and perform all obligations of Landlord hereunder. It is specifically understood and agreed that notwithstanding anything to the contrary herein provided or otherwise provided at law or in equity, there shall be absolutely no personal liability in excess of its interest in the Real Estate to the Landlord or any successor in interest thereto (whether the same be an individual, joint venture, tenancy in common, firm or partnership, general, limited or otherwise) or on the part of the members of any firm, partnership or joint venture or other unincorporated Landlord with respect to any of the terms, covenants and/or conditions of this Lease; in the event of a breach or default by Landlord, or any successor in interest thereof, of any of its obligations under this Lease, Tenant shall look solely to the then Landlord for the satisfaction of each and every remedy of Tenant, such exculpation of personal and additional liability which is in excess of such interest in the Real Estate to be absolute and without any exception whatsoever.

          51. STATUTORY WAIVER; NOTICE BY TENANT

          51.1 Tenant waives the benefit of New Jersey Revised Statutes, Title 46, Chapter 8, Sections 6 and 7. Tenant agrees that it will not be relieved of the obligations to pay the Minimum Rent, Adjusted Minimum Rent or any additional rent in case of damage to or destruction of the Building, except as provided in Article 9 of the printed portion of this Lease.

          51.2 Tenant shall give Landlord immediate notice in case of fire or accident within the Demised Premises, or, within the Building if involving Tenant, its servants, agents, employees, invitees or licensees.

          52. CORPORATE AUTHORITY

          52.1 Tenant represents that the officer(s) executing and delivering this Lease has (have) been duly authorized to enter into this Lease and that the execution and delivery of this Lease by Tenant do not and shall not violate any provision of any by-law, agreement, order, judgment, governmental regulation or any other obligation to which Tenant is a party or is subject.

          52.2 Upon execution hereof, Tenant shall deliver an appropriate certification by its secretary and assistant secretary to the above effect.

          53. PERSONAL PROPERTY TAXES

          53.1 Tenant agrees to pay all taxes imposed on the personal property of Tenant in connection with its use and occupancy of the Demised Premises, and to hold Landlord harmless therefrom.

          54. BUILDING CHANGES

          54.1 This Lease shall not be affected or impaired by any change to any lawns, sidewalk or streets adjacent to or around the Building, except (i) as provided in the provisions of this

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Lease dealing with condemnation, or (ii) if such changes completely impair Tenant’s ability to enter or leave the Building.

          55. HOLDING OVER

          55.1 If Tenant holds over in the Demised Premises beyond the Termination Date or prior expiration of the term hereof, Tenant shall become a tenant from month-to-month at two times the Adjusted Minimum Rent then payable hereunder and otherwise upon all the other terms and conditions of this Lease, and shall continue to be such month-to-month tenant until such tenancy shall be terminated by Landlord or such possession shall cease. Nothing contained in this Lease shall be construed as a consent by Landlord to the occupancy or possession by Tenant of the Premises beyond the Termination Date or prior expiration of the term hereof, and Landlord, upon the Termination Date or prior expiration of the term hereof shall be entitled to the benefit of all legal remedies that now may be in force or may be hereafter enacted for summary possession of the Demised Premises.

          56. RESTRICTIVE COVENANT – FOOD SERVICE

          56.1 Tenant hereby covenants and agrees (anything to the contrary contained in this Lease, notwithstanding) that it shall not use the Demised Premises or any portion thereof, for the service of food to the public other than Tenant’s employees, guests and invitees, nor shall it maintain any facilities for the sale or consumption of food to and by the public without, in each case, obtaining the prior written consent of the Landlord. The consent of the Landlord required hereunder shall be given solely in the discretion of the Landlord.

          56.2 Landlord represents to Tenant, and Tenant acknowledges, that pursuant to agreements made or to be made by and between the Landlord and third parties for the operation of a restaurant, cafeteria, coffee-cart and similar food services for this Building and/or other buildings in the office park in which this Building is located, no tenant of this Building, including Tenant, or of any buildings in the office park in which this Building is located shall prepare, contract for, serve or otherwise make available a food service facility in competition with such third parties. Any breach of this restriction by the Tenant shall be deemed a material event of default under the terms of this Lease, and Landlord may, in its discretion, exercise such remedies as it may deem appropriate to terminate this Lease, prevent a violation of this covenant, and recover any damages to which it may be exposed by virtue of a breach by the Tenant.

          57. NOTICES

          57.1 All notices, demands and requests which may or are required to be given by either party hereunder to the other, shall be in writing. All notices, demands and requests by Landlord to Tenant shall be deemed to have been properly given if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to Tenant at:

TENANT:	Total Research Corporation
	5 Independence Way
	Princeton, New Jersey 08540

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with a copy to:	Levy & Levy, P.A.
	1 Cherry Hill
	Suite 625
	Cherry Hill, New Jersey 08002
	Attn: Wm. N. Levy, Esq.

or to such other address as Tenant may from time to time designate by notice to Landlord.

     All notices, demands and requests by Tenant to Landlord shall be deemed to have been properly given if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to Landlord at:

	LANDLORD:	Bellemead Development Corporation
		4 Becker Farm Road
		Roseland, New Jersey 07068
with a copy to:
		Sanford Grossman, Esq.
		Simpson Thacher & Bartlett
		One Battery Park Plaza
		New York, New York 10004

          or to such other address as Landlord may from time to time designate by notice to Tenant.

          All notices referred to hereunder shall be deemed given and received two days after the date said notice is mailed by United States registered or certified mail as aforesaid, in any post office or branch post office regularly maintained by the United States Government, unless said notice was personally served upon an officer of Landlord or Tenant, in which case such notice shall be deemed given when delivered.

          58. SEVERABILITY OF PROVISION

          58.1 If any term or provision of this Lease or the application thereof to any party or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to parties or circumstances other than to those with respect to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

          59. NO OFFER OR AGREEMENT

          59.1 No employee or agent of Landlord, no broker, and no agent of any broker has authority to make or agree to make a lease or any other agreement or undertaking in connection herewith, including, but not limited to the modification, amendment of cancellation of a lease. The mailing or delivery of this document by the Landlord or its agent to Tenant, its agent or attorney shall not be deemed an offer by the Landlord to lease the Demised Premises on the

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terms herein. This Lease shall not be effective, nor shall Tenant have any rights with respect thereto unless and until Landlord shall accept this Lease and execute and deliver the same to Tenant.

          60. RENEWAL OPTION

          60.1 Subject to the provisions of Section 60.2 below, Tenant shall have the option to renew this Lease for one additional term of five (5) years (the “Renewal Term”), which Renewal Term shall commence upon the expiration of the term described in Article 37 of this Lease (the “Initial Term”). The terms, covenants and conditions during the Initial Term, including but not limited to the definitions of First Tax Year and First Operating Year as set forth in Article 36 hereof, shall be projected and carried over into the Renewal Term, except as specifically set forth hereinafter.

               (a) The Minimum Rent shall be the greater of (i) Market Rent (as defined in clause (b) below) or (ii) the Adjusted Minimum Rent as of the last day of the Initial Term.

               (b) “Market Rent” shall mean the fair market rent for the Demised Premises, as of the date one year prior to the expiration of the Initial Term (the “Determination Date”), based upon the rents generally in effect for comparable office space in the area in which the Real Estate is located multiplied by the CPI Ratio. Market Rent (for the purposes of determining the Minimum Rent only during the Renewal Term) shall be determined on what is commonly known as a “gross” basis; that is, in computing Market Rent it shall be assumed that all real estate taxes and customary services are included in such additional charges. Notwithstanding the foregoing, the Minimum Rent for the Renewal Term shall be thereafter increased from time to time as provided in this Lease, and the First Tax Year and First Operating Lease Year for the Renewal Term shall be defined as provided in Article 36 hereof.

               (c) Landlord shall notify Tenant (“Landlord’s determination of the Market Rent within 60 days of the Determination Date. If Tenant disagrees with Landlord’s determination, Tenant shall notify Landlord (“Tenant’s Notice of Disagreement”) within fifteen (15) days of receipt of Landlord’s Determination Notice. Time shall be of the essence with respect to Tenant’s Notice of Disagreement, and the failure of Tenant to give such notice within the time period set forth above shall conclusively be deemed an acceptance by Tenant of the Market Rent as determined by landlord and a waiver by Tenant of any right to dispute such Market Rent. If Tenant timely gives its Tenant’s Notice of Disagreement, then the Market Rent shall be determined as follows: Landlord and Tenant shall, within thirty (30) days of the date on which Tenant’s Notice of Disagreement was given, each appoint an Appraiser for the purpose of determining the Market Rent. An Appraiser shall mean a duly qualified impartial real estate appraiser having at least 10 years’ experience in the area in which the Demised Premises are located. In the even that the two Appraisers so appointed fail to agree as to the Market Rent within a period of 30 days after the appointment of the second Appraiser, such two Appraisers shall forthwith appoint a third Appraiser who shall make a determination within 30 days thereafter. If such two Appraisers fail to agree upon such third Appraiser within 10 days following the last 30 day period, such third Appraiser shall be appointed by a Judge of the Superior Court of the State of New Jersey. Such two Appraisers or three Appraisers, as the case may be, shall proceed with all reasonable dispatch to determine the Market Rent. The decision

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of such Appraisers shall be final; such decision shall be in writing and a copy shall be delivered simultaneously to Landlord and to Tenant. If such Appraisers fail to deliver their decision as set forth above prior to the commencement of the Renewal Term, Tenant shall pay Landlord the Adjusted Minimum Rent at the rate as of the last day of the Initial Term, until such decision is so delivered. If the Market Rent as determined above is in excess of the actual rent paid, then Tenant, upon demand, shall pay to Landlord the difference between the actual rent paid and the Market Rent from the commencement of the Renewal Term. Landlord and Tenant shall each be responsible for and shall pay the fee of the Appraiser appointed by them respectively, and Landlord and Tenant shall share equally the fee of the third Appraiser.

               (d) For purposes of this Article 60, the following definitions shall apply:

                    (i) “CPI” shall mean the Consumer Index for All Urban Customers “All Items” for the Philadelphia Area, as published by the United States Department of Labor, Bureau of Labor Statistics, or such other index similar in nature, as may be available in the event that said CPI is no longer published;

                    (ii) “CPI Ratio” shall mean a fraction the numerator of which is the CPI in the month in which the Determination Date falls and the denominator of which is the CPI in the month twelve months prior to the Determination Date.

          60.2 Tenant’s option to renew, as provided in Section 60.1 above, shall be conditioned upon and subject to each of the following:

               (a) Tenant shall notify Landlord in writing of its exercise of its option to renew at least 9 months, but not more than 12 months, prior to the expiration of the Initial Term;

               (b) At the time Landlord receives Tenant’s notice as provided in (a) above, and at the expiration of the Initial Term, Tenant shall not be in default under the terms or provisions of this Lease;

               (c) Tenant shall have no further renewal option other than the option to extend for the one Renewal Term as set forth in Section 60.1 above;

               (d) This option to renew shall be deemed personal to the Tenant and may not be assigned without the express consent of Landlord;

               (e) Landlord shall have no obligation to do any work or perform any services for the Renewal Term with respect to the Demised Premises which Tenant agrees to accept in its then “as is” condition.

          61. RIGHT OF FIRST OFFER

          61.1 Tenant shall have a right of first offer (the “Right of First Offer”) with respect to any rentable area ( the “Offer Area”) as it becomes available on the fourth floor in the Building offered by Landlord for lease to anyone other than the tenant then occupying the Offer Area. If Landlord desires to lease the Offer Area to anyone other than the tenant then occupying the Offer Area, Landlord shall notify Tenant in writing (the “Offer Notice”) of the terms and conditions

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upon which Landlord shall offer to lease the Offer Area. Tenant shall have a Right of First Offer with respect to Landlord’s offer to lease the Offer Area as set froth in the Offer Notice, to be exercised by giving written notice thereof to Landlord within 30 days of the receipt of the Offer Notice during which time Landlord will not lease such space. If Tenant does not exercise the Right of First Offer with respect to the Offer Area as provided in the preceding sentences or if Tenant waives in writing the Right of First Offer with respect to the Offer Area, Tenant shall have no further rights to the Offer Area in connection with Landlord’s then offer to lease same as set forth in the Offer Notice. If Tenant does so exercise the Right of First Offer, Landlord and Tenant shall endeavor in good faith and without delay to negotiate and execute a lease in connection therewith upon substantially the same terms and conditions in this Lease, except as provided in the Offer Notice which will contain provisions, without limitation, for rent, term, renewals, rights of first offer, if any, and security. If Landlord and Tenant area unable to so negotiate and execute a lease within 30 days, for the Offer Area, Tenant’s exercise of the Right of First Offer shall be null and void and Tenant shall have no further rights to the Offer Area in connection with Landlord’s then offer to lease same as set forth in the Offer Notice. Tenant shall not have a Right of First Offer (i) for less than the entire Offer Area, or (ii) if Tenant is in default under any of the material terms and conditions of this Lease beyond any applicable grace period, or if this Lease is not then in full force and effect. The Right of First Offer is not assignable and shall be deemed personal to Tenant hereunder.

          62. TENANT’S SPECIAL SECURITY

          62.1 Supplementing the requirement, if any, of paragraph 33 of the Printed Portion of this Lease, an amount (“Tenant’s Special Security”) equal to one monthly installment of Minimum Rent shall be deposited by Tenant with Landlord upon the execution of this Lease as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease. Landlord agrees to hold Tenant’s Special Security in a money market account at a commercial bank, savings bank or savings and loan institution authorized to do business in the State of New Jersey. Provided Tenant is not then in default in any of its obligations hereunder, Landlord agrees to return Tenant’s Special Security, together with all interest earned thereon, upon receipt of the first monthly installment of Minimum Rent due on the Rent Commencement Date.

          63. EXECUTION OF LEASE

          63.1 Landlord’s obligation to the provisions of this Lease are contingent upon Tenant’s execution and delivery of this Lease by December 6, 1985.

          64. SUBSTITUTE SECURITY

          64.1 Tenant, in lieu of cash, may deliver to Landlord an irrevocable negotiable Letter of Credit (the “Letter of Credit”) issued by an drawn on a bank of trust company in form and content reasonably acceptable to Landlord for the account of Landlord, in the amount of $25,500.00. The Letter of Credit shall be for one year and shall be renewed by Tenant each and every year until the termination of this Lease. Each renewal shall be delivered to Landlord not less than 60 days before the expiration of the then current Letter of Credit. Failure to deliver such new Letter of Credit on or before said date shall be a material breach of this Lease and

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Landlord shall have the right, among other remedies provided hereunder, to present the existing Letter of Credit for payment.

          65. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

          65.1 This Lease, including any options for renewal contained herein or executed in connection herewith, shall be subject and subordinate to any ground lease, underlying lease and/or all mortgages made or given by Landlord, which now or hereafter affect the real property of which the Demised Premises forms a part, and to all renewals, modifications, consolidations, replacements and extensions thereof.

          65.2 Landlord shall request from the lessor under any ground or underlying lease and/or mortgagees holding any mortgage affecting the Building or the Demised Premises, an agreement substantially in the form of Exhibit H attached hereto.

          65.3 Tenant hereby agrees that within ten days following request by any such Landlord or by the holder of any mortgage, described in this Article, it shall execute, acknowledge and deliver an agreement in form substantially similar to that described in Section 65.2 of this Article.

          65.4 Tenant agrees to provide Landlord upon request, a consolidation balance sheet and profit and loss statement of operations for the most current past year, compiled for the confidential use of Landlord, when required in good faith by Landlord, in connection with a sale of the Building or Demised Premises, mortgage applications, renewals thereof or inquires by the present mortgagee or future mortgagee.

          IN WITNESS WHEREOF, Landlord has signed this Lease and this Rider, and Tenant, by its proper corporate officers, has signed this Lease and this Rider this 2nd day of December, 1985.

	LANDLORD: BELLEMEAD DEVELOPMENT
	CORPORATION
	By:
WITNESS:
	TENANT: TOTAL RESEARCH CORPORATION
	By:
WITNESS:

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FOURTH FLOOR PLAN

[Diagram not shown]

Exhibit “A”- (Rental Plan)

to be attached to and made part of the Lease by and between BELLEMEAD DEVELOPMENT CORPORATION and TOTAL RESEARCH CORPORATION, covering a portion of the Fourth Floor of 5 Independence Way, Princeton, New Jersey 08540

THE PREMISES NOT TO SCALE

EXHIBIT “B” Lease Dated December 2, 1985.

By and Between, Landlord, BELLEMEAD DEVELOPMENT CORPORATION and TOTAL RESEARCH CORPORATION, Tenant.

WORK LETTER

Gentlemen:

          You (hereinafter called “Tenant”) and we (hereinafter called “Landlord”) are executing simultaneously, with this letter agreement, a written lease covering the space, as more particularly described in said Lease (and hereinafter called “the demised premises”), in the building to be known as                                                             .

          To induce Tenant to enter into said lease which is hereby incorporated by reference to the extent that the provisions of this agreement may apply thereto and in consideration of mutual covenants hereinafter contained, Landlord and Tenant mutually agree as follows:

1. All such plans and specifications are expressly subject to Landlord’s written approval, which Landlord covenants it will not unreasonably withhold. Tenant covenants and agrees to comply, at Tenant’s sole cost and expense, with the regulations of appropriate governmental agencies in such form as Landlord may direct.

A. PREPARATION OF PLANS & SPECIFICATIONS

1. Tenant shall, as hereinafter set forth, submit to Landlord preliminary plans and specifications (“Tenant’s Plans & Specifications”), which “Tenant Plans & Specifications” shall contain information sufficient to enable

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	Landlord to prepare plans and specifications (the “Construction Documents”).
2.	Landlord shall, based upon Tenant’s Plans and Specifications submitted to Landlord by Tenant, prepare the “Construction Documents.”
3.	There shall be no cost to Tenant for preparation of that portion of the Construction Documents which are prepared in accordance with those standards of construction hereinafter set forth in paragraph “B” (General Construction), “C” (Electrical Construction), and “D” (Heating, Ventilating and Air-Conditioning).

B. GENERAL CONSTRUCTION

Landlord has purchased and shall install at no additional cost to Tenant the following Standards of Construction.

1.	FLOORS
	Floors will be finished in vinyl asbestos tile, or yarn dyed continuous filament Olefin treated for static resistance and color fastness 24-ounce (minimum weight) carpet. Wall base will be 4” high vinyl in building standard colors.
2.	CEILINGS
	Ceilings will be 2’0” x 4’0” x 5/8” acoustic nubby, lay-in tile installed with exposed splines in existing ceiling grid. Ceiling heights to be minimum of 8’ 4”.

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3. PARTITIONS

a.	Partitions within Tenant spaces will extend from floor to hung ceiling and will be studded with 3-5/8” metal studs, 1/2” thick, taped and painted, gypsum wallboard on both sides without insulation.
b.	There will be no jogs, curves or angles in any partition.
c.	Internal partitions shall be mutually agreed and Landlord shall allow for a reasonable amount. For the purposes of this paragraph, 60 linear feet of partitions for every 1,000 s.f. of useable area will be provided.

4.	DOORS AND FRAMES
	Interior doors and frames shall be factory prefinished. Building standard door size 3’-0” x 8’-0” x 1-3/4” solid core wood doors (maximum one door for 400 square feet of net useable area).
5.	HARDWARE
	Locksets with one key and exposed closer will be provided on entrance door. Standard latchsets and door stops will be provided for all interior doors.
6.	WINDOWS
	Windows solar reflected butted glass with interior adjustable blinds. The Tenant may add decorative draperies provided and installed at his own cost.

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7.	PAINTING
	All partitions painted two coats flat latex finish Colors are selected from Landlord’s Standard Con-Lux Color Chart. One color per room. Dark colors and additional accent colors per room will be charged for.

C. ELECTRICAL CONSTRUCTION

1.	WIRING
	Facilities sufficient for 1.5 watts per square feet of useable area connected load at 110-120 V single phase for general use and facilities sufficient for 2.5 watts per square feet of useable area connected load at 265/460 V or 277/460 V, 3-phase for fluorescent lighting.
2.	LIGHTING
	Furnish and install one 2’-0” x 4’-0” recessed fluorescent unit containing four 40 watt rapid start lamps with 11/2 x 11/2 x 1 silver parabolic plastic cube louver and return air frames for every 80 s.f. of net useable area. Cost of lamps and ballast not included beyond initial installation.
3.	ELECTRICAL OUTLETS
	Furnish and install one duplex electrical receptacle outlet for every 200 square feet of useable area to be located on interior partitions at a height of 18” above finished floor.
4.	TELEPHONE OUTLETS
	Tenant shall make arrangements with and pay for installation to the Telephone Company for its required installation with the demised premises and will cause Telephone Company work to be performed at a

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time compatible with Landlord’s work. Telephone installation to be in compliance with the National Electric Code -#300-22 and all other code requirements.

5.	SWITCHES
	Tenant area lighting to be controlled by switches within the area.

D. HEATING, VENTILATING AND AIR-CONDITIONING

1.

Furnish and install a complete year-round heating, ventilating, and air-conditioning system to provide interior conditions to 78 degrees F. dry bulb and 50% relative humidity when outside conditions are 95degrees F. dry bulb and 75 degrees F. wet bulb, and 70 degrees F. inside when outside temperatures are 0 degrees F. The air-conditioning system will include a reasonable amount of duct work and diffusers for the building standard partition allowances and shall provide not less than 0.15 cubic feet of outside air per minute per square feet of useable floor area, provided that in any given room or area of Tenant’s demised premises, the occupancy does not exceed one person (1) per each 150 square feet of useable floor area and total electric load does not exceed 3 watts per square feet for all purposes, including lighting and power.

2.

Where required by code, Landlord has furnished and installed full floor sprinkler systems. Landlord shall, at his expense, alter existing systems, to maintain code, to the extent as required by the partition allowance, as set forth in Paragraph B.

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E. TENANT’S EXTRA WORK

1.

Landlord further agrees to approve or perform, at Tenant’s request, upon submission by Tenant of acceptable plans and specifications any additional or non-standard work over and above that specified in Paragraphs B, C and D hereof. Such “extra work” shall be performed by Landlord, at Tenant’s sole expense, as a Tenant extra. Prior to commencing any such work requested by Tenant, Landlord will submit to Tenant written estimates of the cost of any such work. If Tenant shall fail to approve in writing any such estimate within five (5) working days the same shall be deemed disapproved in all respects by Tenant and Landlord shall not be authorized or obligated to proceed thereon. Tenant agrees to pay Landlord, promptly upon being billed therefor. Tenant agrees that the same shall be collectable as additional rent pursuant to the Lease and in default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default of payment of rent.

2.

Tenant may, at its option, after occupancy of premises, employ its own subcontractors for finishing trades work, such as carpentry, millwork, cabinet work, carpeting and draperies as may be initially furnished and installed by Tenant in the demised premises, provided such subcontractors work in harmony with, and do not interfere with the labor employed by the Landlord, its contractors, and otherwise comply with the provisions of the

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	Lease, and provided Tenant’s subcontractors accept the administrative supervision of Landlord’s representatives.
3.	Workmen’s Compensation, public liability insurance and property damage insurance, with a Hold Harmless provision, all in amounts and with companies reasonably satisfactory to Landlord, shall be maintained by such finish trades subcontractors; certificates of such insurance shall be furnished to Landlord, prior to commencement of work, for review and approval.
4.	No credit is intended nor shall be allowed for any unused portion of work allowed by the Landlord.
5.	It is agreed that notwithstanding the date provided in the Lease for commencement thereof, Tenant’s obligation for the payment of rent under the Lease shall not commence until Landlord shall have substantially completed all work to be performed by Landlord as hereinbefore set forth in Paragraphs B, C, and D hereof provided, however, that if Landlord shall be delayed in substantially completing the work to be done by Landlord as a result of:

a.	Tenant’s failure to furnish plans and specifications in accordance with Paragraph F hereof or approvals of cost estimates; or
b.	Tenant’s request for materials, finishes or installations other than Landlord’s standard; or
c.	Tenant’s changes in the said plans; or

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d. The performance by a person, firm or corporation employed by Tenant and the completion of the said work by the said person, firm, or corporation, then the commencement of the term of said Lease, and the payment of rent thereunder shall accelerate by the number of days of such delay.

F. SCHEDULE OF DELIVERY OF TENANT’S DRAWINGS

1. Tenant shall furnish Landlord for its approval the following complete descriptive information and drawings including both Basic Construction and Finish Work on or before the dates listed below:

a. On or before                     , ___

1.	The location and extent to floor loading and floor openings in excess of building standard.
2.	The special air-conditioning needs by location and general description of need.
3.	Location and description of special plumbing requirements.
4.	Estimated total electrical load including lighting for entire space.
5.	Location and description of special floor loading areas as libraries, computer rooms, and file rooms.

Show amount and location of areas requiring loads in excess of building standard.

b. On or before                     , ___

1. Partition locations, and type.

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2.	Door locations, size and type
3.	Reflected ceiling plans.
4.	Location of electrical outlets and telephone outlets.
5.	Any structural architectural installations.
6.	Air-conditioning loads.
7.	Specific plumbing requirements, including plans and sections.
8.	Cabinet work and any other information affecting other trades.
9.	Non-building standard ceiling heights and/or materials, and any other information not delineated in 1(c) below.
10.	Location of electrical and telephone room.

c. On or before                     , ___

1.	Decorative plans including paint schedule, floor coverings, draperies, wall coverings.
2.	Non-structural architectural detailing.

If Tenant fails to furnish such drawings and information within the time prescribed (or any further information within 5 days after written demand), Landlord may complete the Demised Premises in a manner satisfactory to Landlord.

2.	FILING OF PLANS
	Upon receipt of tenant approved drawings and executed construction proposal, Landlord shall without delay file all necessary plans and obtain

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	all necessary approvals and permits in connection with the Finish Work. No construction work will proceed without the insurance or required permits.
3.	BILLING
	Landlord or its agent may submit statements to Tenant for sums due it hereunder monthly, for the work performed to date and/or for materials delivered to job site during the previous month and the same shall be payable by Tenant to Landlord or its designee within five days thereafter.
4.	SUBSTITUTIONS
	All finish work shall require the installation of new materials at least comparable to the quality installed in building. Tenant may substitute material, equipment, and fixtures for those specified for Basic Construction with written consent of Landlord. Tenant shall pay Landlord the cost to Landlord for such substitute items which are in excess of such substitution item plus additional mark-up for Landlord’s expenses and profit in the handling of the substitution. Tenant may also request Landlord to omit the installation of any item not therefore installed and provided such omission shall not delay Landlord’s work. Landlord shall not be obligated to install the same. Tenant shall be entitled to any credit for any such item omitted against any additional item or any item of a different kind of character.

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G.

ENTRY OF DEMISED PREMISES BY TENANT

Landlord may elect to permit Tenant and its agent to enter the demised premises prior to the date specified for the commencement of the term of said Lease in order that Tenant may perform or have performed such work within the premises as tenant may desire to perform or have performed at the same time that Landlord’s contractors are working in the space. The foregoing approval to enter prior to commencement of the term, however, is conditioned upon Tenant’s workmen and mechanics working in harmony and not interfering with the labor employed by Landlord, Landlord’s mechanics or contractors or by any other Tenant or their contractors and compliance with the terms of the Lease. If at any time such entry shall cause disharmony or interference therewith, this license may be withdrawn by Landlord upon forty-eight (48) hours’ written notice to Tenant, and further provided that, Workmen’s Compensation and public liability insurance and property damage insurance, with Hold Harmless provision, all in amounts and with companies and on forms satisfactory to us, shall be provided and at all times maintained by your contractors engaged in the performance of the work, and before proceeding with the work, certificates of such insurance shall be furnished to us. Such entry shall be deemed to be under all of the terms, covenants, provisions and conditions of the said Lease except as to the covenant to pay rent. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any Tenant’s decorations or installations so made prior to the commencement of the term of the Lease, the same being solely at Tenant’s risk.

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The provisions of this Work Letter are specifically subject to the provisions of the Lease.

If the foregoing correctly sets forth our understanding, kindly sign two copies of this letter agreement where indicated.

     Very truly yours,

     BY:

ACCEPTED:

TENANT

BY

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EXHIBIT C

BEGINNING at a point on the Westerly sideline and 30’ from the centerline of Independence Way, said point being distant six hundred thirty-seven and nineteen hundredths feet (637.19’) Easterly from the intersection of the projection of the Westerly sideline of Independence Way with the projection of the Southerly sideline of U.S. Route 1, and from said point of beginning running; thence (1) along the Westerly sideline of Independence Way along a curve to the right having a radius of four hundred ninety and zero hundredths feet (490.00’) an arc length of eight hundred sixty-nine and fifty-two hundredths feed (869.52’) to a point; thence (2) still along the Westerly sideline of Independence Way, South forty-two degrees, forty-five minutes, fifty-five seconds West (S-42° -45’ - -55” –W) a distance of one hundred seventy and sixty-nine hundredths feed (170.69’) to a point; thence (3) along the lands of Lot 3,93 in Block 80.01, North forty-seven degrees, fourteen minutes, five seconds West (N-47° -14’ -05” –W) a distance of three hundred forty-eight and twenty-three hundredths (348.23’) to a point; thence (4) still along the lands of Lot 3.03 in Block 80.01, North seventy-eight degrees, eighteen minutes, nine seconds West (N-78° -18’ -09°W) a distance of two hundred eighty-one and twenty-five hundredths feet (281.25’) to a point; thence (5) along the lands of Lot 3.05 in Block 80.01, North forty-two degrees, forty-five minutes, fifty-five seconds East (N-42° -45’ -55”E) a distance of seven hundred ninety-five and seventy hundredths feet (795.70’) to the point and place of beginning.

          Containing 8.1465 acres of land.

          The above described lands are known as Lot 3.04 in Block 88.01 on the South Brunswick Township Tax Map and on the “Final Plat (Section Three) Princeton Corporate Center” as filed in the Middlesex County Clerk’s office on October 14, 1983 as Map No. 4621.

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LANDLORD:      BELLEMEAD DEVELOPMENT CORPORATION

TENANT:      TOTAL RESEARCH CORPORATION

EXHIBIT “D”

CLEANING SERVICE RIDER

General Cleaning Office Area

Cleaning Services provided five (5) days per week.

Cleaning hours Monday through Friday, between 5:30 p.m. and before 8:00 a.m. of the following day.

On the last day of the week the work will be done after 5:30 p.m. Friday, but before 8:00 a.m. on Monday.

No cleaning on holidays.

Furniture will be dusted and desk tops will be wiped clean. However, desks with loose papers on the top will not be cleaned.

Window sills and baseboards to be dusted and washed when necessary.

Office wastepaper baskets will be emptied.

Cartons or refuse in excess of that which can be placed in wastepaper baskets will not be removed. Tenants are required to place such unusual refuse in trash cans or a spot designated by the Landlord.

Cleaner will not remove nor clean tea or coffee cups or similar containers; also, if such liquids are spilled in wastebaskets, the wastebaskets will be emptied but not otherwise cleaned.

Vinyl asbestos tile floors will be swept daily and damp-mopped as needed.

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CLEANING SERVICE RIDER

Carpets will be swept daily and vacuumed weekly.

All closet shelving, coat racks, etc., will be dusted weekly.

Seat cushions on chairs, sofas, etc., will be vacuumed weekly.

Lavatories

All lavatory floors to be swept and washed with disinfectant nightly.

Tile walls and dividing partitions to be washed and disinfected weekly.

Basins, bowls, urinals to be washed and disinfected daily.

Mirrors, shelves, plumbing work, bright work, and enamel surfaces cleaned nightly.

Waste receptacles and wash dispensaries to be filled with appropriate tissues, towels and soap supplied by landlord.

Main Lobby Elevators, Building Exterior & Corridors

Wipe and wash all floors in Main Lobby nightly.

Wipe and/or vacuum elevator floor nightly.

Polish floors weekly in elevator.

Elevator cab to be wiped clean daily and thoroughly cleaned and polished weekly.

Lobby entrance doors, windows to be washed weekly.

Windows will be cleaned when necessary but not less than once every eight weeks, inside and outside.

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CLEANING SERVICE RIDER

Miscellaneous Services

Sweep sidewalk in front of building entrances daily.

Remove snow and ice from sidewalks when accumulation reaches 3” or more.

Remove snow from parking areas when accumulation reaches 3” or more.

Keep stairways clean at all times.

Keep Custodian’s Rooms and Mechanical Rooms clean and in orderly condition at all times.

Work Excluded

Cleaning services do not include the washing nor polishing, nor waxing of furniture, files, cabinets, wastebaskets or other personal property of Tenant. When such work is necessary, Tenant may make necessary arrangements for same directly with Landlord’s cleaning employees, or if preferred, with outsiders.

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EXHIBIT “E”

LEGAL HOLIDAY

New Year’s Day

Washington’s Birthday

Memorial Day

Independence Day

Labor Day

Thanksgiving

Christmas

Martin Luther King’s Birthday (Future Holiday)

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EXHIBIT “G”

To Lease between BELLEMEAD DEVELOPMENT CORPORATION and

TOTAL RESEARCH CORPORATION

“Tenant Construction Allowance”

Item 1 928 lineal feet of building standard partition in excess of Workletter allowance of 869 lineal feet	$	32,480.00
Item 2 28 doors and frames in excess of Workletter allowance of 36	$	12,180.00
Item 3 6 double doors and 1 pocket door		6,031.00
Item 4 Sound equipment & wiring to a maximum of		1,000.00
Item 5 28 feet of modular closet shelf		700.00
Item 6 Telephone mounting backboard		300.00
Item 7 Kitchen cabinets, sink, stove and microwave, dishwasher, refrigerator, plumbing and exhaust system		10,597.00
Item 8 One-way mirror as shown		5,300.00
Item 9 Insulated walls as shown		680.00
Item 10 22 lineal feet of woodwork writing ledger and 9 feet of woodwork countertop		1,550.00
Item 11 330 square feet of raised floor		6,600.00
Item 12 7 dedicated and 58 building standard electrical outlets		7,500.00
Item 13 22 down lights		3,300.00
Item 14 6 dedicated circuits with isolated grounds in Computer Room		4,725.00
Item 15 Upgraded HVAC		10,450.00
Item 16 11/2 ton air-conditioning unit in Computer Room		4,500.00

18

Item 17 5,576 sq. ft. of Type 1 vinyl		8,922.00’
Item 18 409 square yards of upgraded appraisal carpet		7,127.00
Item 19 30 Computer drops		N/C
	$	123,942.00

19

EXHIBIT “H”

NON-DISTURBANCE AND
ATTORNMENT AGREEMENT

          This NON-DISTURBANCE and ATTORNMENT AGREEMENT is made on                     , ___ by and between                     , a                      corporation with offices at                                          (the “MORTGAGEE”), and                     , a                      corporation with offices at                                          (the “TENANT”)

Recitals

          A. MORTGAGEE is the holder of that certain mortgage (the “Mortgage”), dated                      and recorded on                      in Mortgage Book                      , Page                      in the office of the Clerk of                      , relating to the premises known as                      and more particularly described on Exhibit A attached hereto (“Premises”); and

          B. TENANT has entered into that certain lease agreement (“Lease”) dated                                          for                                          (“Leased Premises”) with                                          (“LANDLORD”); and

          C. The Lease provides that it shall be subordinate to any mortgage on the Premises; and

20

          D. TENANT desires certain assurances that its possession of the Leased Premises shall not be disturbed, and MORTGAGEE is willing to grant certain assurances upon the terms and conditions hereinafter set forth.

Agreement

          In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties agree as follows:

          A. In the event of a default under the Mortgage, or should it become necessary to foreclose the Mortgage, the MORTGAGEE shall not join the TENANT in any foreclosure proceedings, nor shall TENANT’s leasehold estate under the Lease be disturbed or terminated, so long as TENANT is not in default under any of the terms, covenants and conditions of this Lease.

          B. In the event that the holder of such Mortgage or any of its successors or assigns, shall hereafter succeed to the interest of the Landlord under the Lease, the MORTGAGEE agrees to be bound to the TENANT under all of the terms, covenants and conditions of the Lease, and the TENANT agrees that from and after such event it shall attorn to and recognize such successor as TENANT’s Landlord under the Lease. Upon such attornment:

               (1) The Lease shall continue in full force and effect as a Lease directly between such successor landlord and the TENANT hereunder, upon and subject to all of the terms, covenants and conditions thereunder. All rights and obligations under the Lease shall continue as though the interest of landlord had not been terminated;

               (2) TENANT shall have all of the remedies provided in the Lease against the MORTGAGEE for the breach of any agreement contained in the Lease that TENANT might

21

have had under the Lease against the Landlord hereunder, as if the MORTGAGEE had not succeeded to the interest of the Landlord; except that MORTGAGEE shall not be:

i. liable for any act or omission of any prior landlord (including the Landlord); or

ii. subject to any offsets or defenses which TENANT might have against any prior landlord (including the Landlord); or

iii. bound by any rent or additional rent which TENANT might have paid for more than or in advance of the current month to any prior landlord (including the Landlord); or

iv. liable to TENANT for the return of any security deposit made hereunder, unless the MORTGAGEE shall have actually received the same and shall be entitled to retain and apply the same pursuant to the terms of the Lease; or

v. bound by any amendment or modification of the Lease made without its consent; and

          (3) The provisions of the Mortgage shall govern with respect to the disposition of proceeds of insurance or condemnation or eminent domain awards.

     C. The foregoing provisions shall be self operative, however, TENANT agrees to execute and deliver to MORTGAGEE any instrument that may be necessary to evidence such attornment within ten (10) days after the MORTGAGEE shall give notice and demand to TENANT requesting the execution and delivery of such instrument, accomplished by a draft of the proposed instrument. Should TENANT fail or refuse to do so, TENANT hereby irrevocably appoints Landlord its attorney-in-fact to execute such instrument on behalf of TENANT.

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          D. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

MORTGAGEE:
	By
TENANT:
	By

The terms of the aforementioned Agreement are hereby consented and agreed to:

LANDLORD:
	By

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STATE OF	)
	:	ss.:
COUNTY OF	)

     BE IT REMEMBERED, that on this ___ day of 198_, before me the subscriber personally appeared                      who, I am satisfied, is the person who signed the within instrument as                     , the corporation named therein and he thereupon acknowledged that the said instrument made by the corporation and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him as such officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of Directors.

24

STATE OF	)
	:	ss.:
COUNTY OF	)

          BE IT REMEMBERED, that on this ___ day of 198_, before me the subscriber personally appeared                      who, I am satisfied, is the person who signed the within instrument as                     , the corporation named therein and he thereupon acknowledged that the said instrument made by the corporation and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him as such officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of Directors.

Prepared by:                                        

The within instrument should be recorded and returned to:

25

STATE OF	)
	:	ss.:
COUNTY OF	)

          BE IT REMEMBERED, that on this ___ day of 198_, before me the subscriber personally appeared                      who, I am satisfied, is the person who signed the within instrument as                     , the corporation named therein and he thereupon acknowledged that the said instrument made by the corporation and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him as such officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of Directors.

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[Diagram Not Shown]

4 STORY OFFICE BUILDING

EXHIBIT “I” to Lease between

BELLEMEAD DEVELOPMENT CORPORATION

and TOTAL RESEARCH CORPORATION

“Two Designated Parking Spaces to be lettered

TOTAL RESEARCH”

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[Diagram Not Shown]

KEY PLAN

SCHEDULE A

FLOOR PLAN OF 19,401 RSF “ADDITIONAL SPACE”

SHOWN AS UNITS 1a, 2, 3, 5, 6 & 7 IN THE KEY PLAN ABOVE

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[Diagram Not Shown]

KEY PLAN

SCHEDULE B

FLOOR PLAN OF 8,278 RSF “SURRENDER SPACE”

SHOWN AS UNITS 1 & 5 IN THE KEY PLAN ABOVE

29

     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment of Lease to be executed on the day and year first written above.

Signed, sealed and delivered

WITNESSED BY:		LANDLORD:
		5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
		By:
			Edward M. Schotz
Name:			General Partner
	(Please Print)
ATTESTED BY:		TENANT:
		TOTAL RESEARCH CORPORATION
		By:
			Lorin Zissman
Name:			Chairman and
	(Please Print)		Chief Executive Officer
Title: Corporate Secretary
APPLY CORPORATE SEAL HERE
ATTESTED BY:		AGENT FOR LANDLORD:
		BELLEMEAD MANAGEMENT CO., INC.
		By:
	Marc Leonard Ripp		James S. Servidea
	Assistant Secretary		Vice President
APPLY CORPORATE SEAL HERE

30

FIRST AMENDMENT OF LEASE

           THIS AGREEMENT is made this                        day of                                            , 1988, between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address of c/o Bellemead, 4 Becker Farm Road, Roseland, New Jersey 07068 (“Landlord”) and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an address at 5 Independence Way, Princeton, New Jersey 08540 (“Tenant”).

INTRODUCTION

          Landlord and Tenant have previously entered into a certain Agreement of Lease with Rider to Lease dated December 2, 1985 (the “Lease”) for a portion of the fourth (4^th) floor (the “Demised Premises”) in the building located at 5 Independence Way, Princeton, New Jersey 08540 (“Building”).

          Tenant is desirous of increasing the size of the Demised Premises by the addition of some 12, 262 square feet on the fourth (4^th floor) (“Additional Space”) as illustrated on Exhibit A attached hereto and made a part hereof. The parties hereto desire to modify the Lease in certain respects.

AGREEMENT

          Landlord and Tenant hereby agree as follows:

          1. The Demised Premises shall include the Additional Space on a date (“Additional Space Commencement Date”) which shall be the day when either (i) Substantial Completion (as defined in Section 37.1 of the Rider to Lease) of the Additional Space occurs or (ii) Tenant or anyone claiming under or through Tenant first occupies the Additional Space for the conduct of its business, whichever occurs earlier.

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[MISSING PARAGRAPH 2]

provide that the termination date of the Lease shall be December 31, 1991 (“Termination Date”).

          3. The Additional Space shall be completed and prepared for Tenant’s occupancy in the manner, and subject to the terms, conditions and covenants act forth on Exhibit B. attached hereto and made a part hereof. The services, materials and work to be so furnished, installed and performed in the Additional Space by Landlord are hereinafter referred to as “Tenant’s Work”.

          4. In connection with Tenant’s Work, Tenant shall prepare a final plan or final set of plans and specifications (“Final Plan”) which shall contain complete information and dimensions necessary for the construction and finishing of the Additional Space and for the engineering in connection therewith.

          5. Landlord shall grant Tenant an allowance in the amount of SIX and 00/100 DOLLARS ($6.00) per useable square foot contained within the Additional Space less TWENTY TWO THOUSAND FIVE HUNDRED FIFTY FOUR AND 00/100 DOLLARS ($22,554.00) pursuant to that certain letter agreement between Landlord and Tenant dated October 16, 1986 said allowance shall be                                         applied in reduction of Tenant’s obligation to pay Landlord all costs and expenses incurred by Landlord in performing Tenant’s “extra work” (defined in Paragraph E.1. of Exhibit B). The difference between the cost of Tenant’s Work and said allowance shall be paid by Landlord to Tenant to be applied toward moving, decorating and telephone installation, and shall be reimbursed to Tenant by Landlord within thirty (30) days following the Additional Space Commencement Date.

          6. The Agreement of Lease is hereby amended to provide that Tenant shall pay to Landlord an annual minimum rent (“Minimum Rent”) at the rate of FIVE HUNDRED TWENTY SIX THOUSAND SEVEN HUNDRED SIXTEEN AND 00/100 DOLLARS

32

($526,716.00), payable in advance in equal monthly installments of FORTY THREE THOUSAND EIGHT HUNDRED NINETY THREE AND 00/100 DOLLARS ($43,893.00).

          7. Article 37.3 of the Rider to Lease is hereby amended to provide that the Rent Commencement Date shall be January 1, 1988.

          8. Article 36.2 of the Rider to Lease shall be deemed as of the Additional Space Commencement Date to provide that (i) the 29,262 square feet, and (ii) the Occupancy Percentage shall be 26 percent.

          9. The first sentence of Article 33 is hereby deleted and the following shall be deemed inserted as the new first sentence of Article 33: “Tenant has deposited with Landlord the sum of $87,786.00 as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Leases:”

          10. The first sentence of Article 64.1 is hereby deleted and the following shall be deemed inserted as the new first sentence of Article 64.1: “Tenant, in lieu of cash, may deliver to Landlord an irrevocable negotiable Letter of Credit (the “Letter of Credit”) issued by and drawn on a bank or trust company in form and content reasonable acceptable to Landlord for the account of Landlord, in the amount of $87,786.00.”

          11. The following Article 65 shall hereby be added to the Rider of Lease:

               65. ADDITIONAL SECURITY

               65.1 Supplementing the requirements of paragraph 33 of the Printed Portion of this Lease and Section 64.1 of the Rider to Lease, Tenant shall deposit with Landlord no later than February 1, 1987 an additional sum in the amount of $131,689.00 as further security (“Additional Security”) for the faithful performance of observance by Tenant of the terms, provisions and conditions of this Lease.

               65.2 Tenant, in lieu of cash, may deliver to Landlord an irrevocable negotiable Letter of Credit (“Letter of Credit for Additional Security”) issued by and drawn on a bank or trust company in form of content reasonably acceptable to Landlord for the account of Landlord, in the amount of $131,689.00. The Letter of Credit for Additional Security shall be for one year

33

and shall be renewed by Tenant each and every year until the termination of this Lease. Each renewal shall be delivered to Landlord not less than 60 days before the expiration of the then current Letter of Credit for Additional Security. Failure to deliver such new Letter of Credit for Additional Security on or before said date shall be a material breach of this Lease and Landlord shall have the right, among other remedies provided hereunder, to present for payment the existing Letter of Credit for Additional Security.

               65.3 At Tenant’s election, Tenant may, in lieu of delivering $131,689.00 or the Letter of Credit for Additional Security, furnish Landlord no later than December 7, 1986 a personal guarantee in form satisfactory to Landlord (“Personal Guarantee”) executed individually by the President and Chief Executive Officer of Tenant (“Guarantor”) as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease.

               65.4 In the event Tenant achieves a net worth, computed in accordance with generally accepted accounting principles, of no less than $3,000,000.00, and delivers proof satisfactory to Landlord of such net worth (Minimum Net Worth), then Landlord shall either, as the case may be, (i) return to Tenant any undisbursed remainder of the Additional Security, (ii) excuse Tenant from its obligation of maintaining for the account of Landlord the Letter of Credit for Additional Security or (iii) relieve the Guarantor from performing under the terms of the Personal Guarantee. If, in Landlord’s reasonable opinion, Tenant’s net worth falls below Minimum Net Worth, Landlord may require Tenant, on demand, to deliver either (i) Additional Security, (ii) a Letter of Credit for Additional Security or (iii) a Personal Guarantee.

          12. Tenant represents that it has had no dealings or communications with any real estate broker or agent in connection with this First Amendment of Lease other than Joseph Hilton & Associates, Inc. Tenant agrees to pay, defend, indemnify, and hold Landlord, its partners and their affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including reasonable attorney’s fees) arising out of any inaccuracy or alleged inaccuracy of the immediately foregoing representation.

          13. Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this First Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the corporation to the foregoing effect.

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          14. Tenant agrees to accept the Additional Space in its condition and state of repair as of the Additional Space Commencement Date.

          15. Except as expressly amended hereby, the Lease and all terms, covenants and conditions thereof, shall remain in full force and effect.

          16. Notwithstanding anything to the contrary contained in the Lease, Landlord shall provide and furnish appropriate heat, air-conditioning or ventilation to the Demised Premises between the hours of 8:00 AM and 7:00 PM Monday through Friday during the months of June, July, August and September other than Legal holidays (which are listed on Exhibit “E” of the Lease).

          IN WITNESS WHEREOF, the parties hereto have caused this First Amendment of Lease to be executed on the day and year first written above.

SIGNED, sealed and delivered	5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
IN THE PRESENCE OF	By:
OR ATTESTED BY:		Edward M. Schotz,
		General Partner
	TOTAL RESEARCH CORPORATION
	By:
		, President

35

SECOND AMENDMENT OF LEASE

          This SECOND AMENDMENT OF LEASE is made as of the 27^th day of November, 1990 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o Bellemead Management Co., Inc., 280 Corporate Center, 4 Becker Farm Road, Roseland, New Jersey 07068 (hereinafter called “Landlord”) and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 08540 (hereinafter called “Tenant”).

W I T N E S S E T H:

          WHEREAS:

          A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986 and January 5, 1987 (said lease as it was or may hereafter be amended is hereinafter called the “Lease”) with respect to a portion (“Demised Premises”) of the building known as Independence Way, Princeton, New Jersey (“Building”), for a term ending on December 31, 1991 or on such earlier date upon which said term may expire or be terminated pursuant to any conditions of limitation or other provisions of the Lease or pursuant to law;

          B. Tenant is desirous of increasing the size of the Demised Premises by the addition of some 5,278 rentable square feet (“Additional Space I”) on the third (3^rd) floor of the Building as illustrated on Schedule A, attached hereto and made a part hereof;

36

          C. Tenant is also desirous of further increasing the size of the Demised Premises by the addition of some 3,000 rentable square feet (“Additional Space II”) on the third (3^rd) floor of the Building as illustrated on Schedule B, attached hereto and made a part hereof; and

          D. The parties desire to amend the Lease in certain other respects.

          NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

          1. All defined terms contained in this First Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

          2. The Demised Premises shall be deemed expanded to include Additional Space I on the date occurring five (5) days after Landlord sends Tenant a notice stating that Additional Space I is free of any occupants (the date occurring five (5) days after Landlord sends Tenant said notice is hereinafter referred to as “Additional Space I Commencement Date”). As of the Additional Space I Commencement Date, the attached Schedule A shall be added to and become a part of Exhibit A to the Lease. On or about the Additional Space I Commencement Date, Landlord shall deliver to Tenant a notice (‘Additional Space I Commencement Date Notice”) confirming, among other things, the inclusion of Additional Space I within the Demised Premises as of the Additional Space I Commencement Date. Tenant shall acknowledge receipt of the Additional Space I Commencement Date Notice by signing a copy of same and returning it to Landlord within five (5) days after Tenant’s receipt thereof.

          3. The Demised Premises shall be deemed further expanded to include Additional Space II on February 1, 1992 (hereinafter referred to as “Additional Space II Commencement Date”). As of the Additional Space II Commencement Date, the attached Schedule B shall be added to and become a part of Exhibit A to the Lease. On or about the Additional Space II

37

Commencement Date, Landlord shall deliver to Tenant a notice (“Additional Space II Commencement Date Notice”) confirming, among other things, the inclusion of Additional Space II within the Demised Premises as of the Additional Space II Commencement Date. Tenant shall acknowledge receipt of the Additional Space II Commencement Date Notice by signing a copy of same and returning it to Landlord within five (5) days after Tenant’s receipt thereof.

          4. Notwithstanding anything to the contrary contained in the Lease, the date set forth in the Lease for the expiration of the term thereof is hereby modified so that the Termination Date shall be December 31, 1996.

          5. The Lease is hereby amended to provide that the Minimum Rent, on an annual basis, shall be:

(i) FIVE HUNDRED TWENTY SIX THOUSAND SEVEN HUNDRED SIXTEEN AND 00/100 DOLLARS ($526,716.00) for the period commencing on January 1, 1988 and ending one (1) day prior to the date occurring four (4) months after the Additional Space I Commencement Date, payable in advance on the first day of each calendar month in equal monthly installments of FORTY THREE THOUSAND EIGHT HUNDRED NINETY THREE AND 00/100 DOLLARS ($43,893.00);

(ii) SIX HUNDRED TWENTY ONE THOUSAND SEVEN HUNDRED TWENTY AND 00/100 DOLLARS ($621,720.00) for the period commencing on the date occurring four (4) months after the Additional Space I Commencement Date and ending one (1) day prior to the Additional Space II Commencement Date, payable in advance on the first day of each calendar month in equal monthly installments of FIFTY ONE THOUSAND EIGHT HUNDRED TEN AND 00/100 DOLLARS ($51,810.00); and

(iii) SIX HUNDRED SEVENTY FIVE THOUSAND SEVEN HUNDRED TWENTY AND 00/100 DOLLARS ($675,720.00) for the period commencing on the Additional Space II Commencement Date and ending on the Termination Date, payable in advance on the first day of each calendar month in equal

38

monthly installments of FIFTY SIX THOUSAND THREE HUNDRED TEN AND 00/100 DOLLARS ($56,310.00).

          6. Section 36.2 of the Lease shall be amended as of the Additional Space I Commencement Date to provide that (i) the Demised Premises shall be deemed to contain a floor area of 34,540 square feet and (ii) the Occupancy Percentage shall be 30.5 percent.

          7. Section 36.2 of the Lease shall be further amended as of the Additional Space II Commencement Date to provide that (i) the Demised Premises shall be deemed to contain a floor area of 37,540 square feet and (ii) the Occupancy Percentage shall be 33.15 percent.

          8. As of the date hereof, delete from Section 57.1 of the Lease the phrase “with a copy to: Sanford Grossman, Esq., Simpson, Thacher & Bartlett, One Battery Park Plaza, New York, New York 10004.”

          9. As of the date hereof, Article 60 shall be deleted from the Lease.

          10. If, on the date hereof, Landlord receives from Tenant security in the form of (y) $100,000.00 cash or (z) a $100,000.00 Letter of Credit, then, in either case, Landlord shall, on the date hereof, (i) release Guarantor from any obligation or liability arising under that certain Guaranty Agreement dated October 26, 1990 stemming from events that occur after the date hereof and (ii) return to Tenant any original Letter(s) of Credit of which Landlord has actual possession. Should Landlord receive from tenant on the date hereof the aforementioned security, either in the form of cash or Letter of Credit, Security presented in the form of cash will be returned to Tenant with interest upon presentation of a Letter of Credit in form and substance satisfactory to Landlord, Article 33 of the Lease shall govern the disposition of said security; if said security is received in the form of a Letter of Credit, Section 64.1 of the Lease shall govern the term and mandatory renewals of said Letter of Credit.

39

          11. Tenant represents that it has had no dealings or communications with any real estate broker or agent, other than                                          of Joseph Hilton & Associates, Inc., in connection with this Second Amendment of Lease. Tenant agrees to pay, defend indemnify and hold Landlord, its partners, directors, officers and their affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including attorney’s fees, court costs and disbursements) for any commission or other compensation claimed by any broker or agent, other than                                          of Joseph Hilton Associates, Inc., with respect to this Second Amendment of Lease.

          12. Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Second Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

          13. Guarantor consents to the terms of this Second Amendment of Lease and agrees that, subject to Paragraph 10 hereof, the Guaranty Agreement of Guarantor dated October 26, 1990 remains in full force and effect and is hereby in all respects ratified and confirmed by Guarantor.

          14. As an inducement for Tenant to sign this Second Amendment of Lease, Landlord agrees that on the date Landlord delivers to Tenant a fully executed Second Amendment of Lease that has been signed, dated, witnesses, attested and sealed by Landlord, Tenant, Guarantor and Agent for Landlord, Landlord shall give Tenant a check in the amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000).

40

          15. Landlord shall give Tenant on the date Landlord receives said Additional Space I Commencement Date Notice a check for FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00). Tenant agrees that Landlord may deduct and retain from said check any amount due Landlord, including, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent, delinquency service charges, interest or any payment made by Landlord for which Landlord is entitled to reimbursement by Tenant.

          16. Landlord shall give Tenant on January 1, 1992 a check for ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00). Tenant agrees that Landlord may deduct and retain from said check any amount due Landlord, including, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent, delinquency service charges, interest or any payment made by Landlord for which Landlord is entitled to reimbursement by Tenant.

          17. Tenant agrees to accept Additional Space I in its “as is” physical condition and state of repairs as of the Additional Space I Commencement Date, except that Landlord shall, at its expense, promptly repair any extraordinary damage that the tenant occupying Additional Space I on the date hereof caused while vacating Additional Space I.

          18. Tenant agrees to accept Additional Space II in its “as is” physical condition and state of repairs as of the Additional Space II Commencement Date, except that Landlord shall, at its expense, promptly repair any extraordinary damage that the tenant occupying Additional Space II on the date hereof caused while vacating Additional Space II.

          19. Except as expressly amended by this Second Amendment of Lease, that certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease and all terms, covenants and conditions thereof, shall remain n full force and effect and are hereby in all respects ratified and confirmed.

41

          20. Until Tenant (i) breaches any monetary term of the Lease, (ii) assigns the Lease to any person or entity, except one that complies with Section 48.7 of the Lease or (iii) sublets all or any part of the Demised Premises to any person or entity, except one that complies with Section 48.7 of the Lease, Landlord shall, beginning as soon as reasonably practicable after landlord receives a written demand from Tenant, display, at Landlord’s expense, the name of Tenant, I Tenant’s standard logo type, on two (2) Building standard monuments each located on a driveway leading to the Building. Except as otherwise provided in the immediately preceding sentence, Landlord shall solely determine the size, material composition, design, color and location of any such monuments and all text appearing on said monuments.

          21. (a) Subject to the provisions of subsection (b) below, Tenant shall have a one time option to increase on the Inclusion Date [hereinafter defined in subsection (b)(4)] the Demised Premises by addition thereto Additional Space III (hereinafter defined). The foregoing expansion of the Demised Premises shall be upon the terms and conditions of the lease, (including but not limited to the definitions of the First Tax year and First Operating Year as set forth in Article 36 thereof), except as specifically set forth hereinafter. Additional Space III shall either be the area shown on Schedule C or the area shown on Schedule D, as Tenant shall select in the notice referenced in subsection (b)(2) hereof. The Minimum Rent payable for Additional Space III shall be $18.00 per rentable square foot contained within Additional Space III. As an accommodation to Tenant, Landlord agrees that Minimum Rent on Additional Space III for the period commencing on the Inclusion Date and ending four (4) months thereafter shall be waived. Except for this abatement, Adjusted Minimum Rent for Additional Space III shall be due on the Inclusion Date and subsequent installments shall be due as provided in the Lease.

42

          (b) Tenant’s one time option to increase the Demised Premises by adding thereto Additional Space III as provided in subsection (a) above, shall be strictly conditioned upon and subject to each of the following:

          (1) Tenant may only exercise its one time option to add Additional Space III if Tenant has been in continuous occupancy of the Demised Premises;

          (2) By no later than January 31, 1991, Landlord shall receive from Tenant a written notice (i) exercising this one time option and (ii) selecting the area shown either on Schedule C or D as Additional Space III. Tenant’s failure to strictly comply with the immediately preceding sentence shall conclusively be deemed a rejection of this one time option. By no later than February 28, 1991, Tenant shall have submitted to Landlord, in form and substance satisfactory to landlord, detailed drawings and specifications (“Additional Space III Drawings”) for certain renovation work in Additional Space III (“Additional Space III Renovation Work”). Tenant shall solicit fixed price bona fide bids from one or more general contractors, first approved in writing by Landlord, (“Approved Outside Contractor”), to perform Additional Space Iii Renovation Work. Subject to the balance of this subsection (b)(2), Tenant may elect to have said Approved Outside Contractor perform the Additional Space III Renovation Work. Tenant shall submit to Landlord by no later than March 15, 1991 a single fixed bona fide bid from an Approved Outside Contractor to perform the Additional Space III Renovation Work. Within ten (10) days after Landlord receives the Approved Outside Contractor’s bid to perform the Additional Space III Renovation Work, Landlord shall have the right to irrevocably appoint itself as Tenant’s general contractor and have Landlord perform for Tenant the work described in the Additional Space III Drawings at a cost to Tenant not to exceed 98% of the Approved Outside Contractor’s bid to perform said work [subject to the Construction Credit hereinafter defined in

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subsection (b)(4)] within a time period (subject to delays beyond the reasonable control of Landlord) not to exceed 110% of the estimated completion date (if any) recited in the Approved Outside Contractor’s bid. If Landlord so desires to appoint itself as Tenant’s general contractor and have Landlord perform for Tenant the Additional Space III Renovation Work at a cost to Tenant not to exceed 98% of the Approved Outside Contractor’s bid to perform said work (subject to the Construction Credit) within a time period (subject to delays beyond the reasonable control of Landlord) not to exceed by more than five days the estimated completion date (if any) recited in the Approved Outside Contractor’s bid, Landlord shall so notify Tenant in writing within ten (10) days after Landlord receives said Approved Outside Contractor’s bid. If Landlord fails to timely deliver said written notice to Tenant, Landlord shall not be deemed Tenant’s appointed general contractor and Tenant shall be solely responsible for the Additional Space III Renovation Work; all work not performed by Landlord shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed;

          (3) At all times before the Inclusion Date, Tenant shall not have breached any of the monetary terms of this Lease;

          (4) The Demised Premises shall be deemed to include Additional Space III on a date (“Inclusion Date”) which shall e the later of (i) April 1, 1991 or (ii) the day Tenant or anyone claiming under or through Tenant first occupies all or any part of Additional Space III. Tenant agrees to accept Additional Space III in its “as is” physical condition and state of repair as of the Inclusion Date, except that Landlord shall, at its expense, promptly repair any extraordinary damage that the tenant occupying Additional Space III on the date hereof caused while vacating Additional Space III. If the Additional Space III Drawings have been approved on a timely basis, Landlord [subject to the terms of subsection (b)(2) hereof] shall furnish and install in

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accordance with said Additional Space III Drawings so much of the Additional Space III Renovation Work as allowed by a credit (“Construction Credit”) to Tenant of $15.00 for each rentable square foot contained within Additional Space III to be applied against Landlord’s invoice for the Additional Space III Renovation Work. All or any portion of the Construction Credit that remains unexpended by a date occurring sixty (60) days after the Inclusion Date shall be paid by Landlord to Tenant in the form of a check within ninety (90) days after the Inclusion Date on the express condition that (i) Landlord receive from Tenant a written demand for said check within sixty (60) days after the Inclusion Date and (ii) Tenant has not been in monetary breach of any term of the Lease on or before the date on which Landlord remits said check to Tenant. If Tenant requests, after the Additional Space III Drawings have been approved, any changes, additions or deletions to same and Landlord consents in writing to said change, additions or deletions, then, such modifications shall be reduced to an “Extra” or “Change Order” to be executed by both Landlord and Tenant, which shall indicate the work required and the cost thereof to be paid entirely by Tenant on demand as additional rent;

          (5) Within ten (10) days after the Inclusion Date, Tenant shall deposit with Landlord such additional sums as may be required by Landlord to increase the security deposit, if any, then held by Landlord proportionate to the increase in Minimum Rent; and

          (6) Tenant shall, upon Landlord’s request, executed and deliver a Lease amendment prepared by Landlord reflecting the inclusion of Additional Space III within the Demised Premises.

          22. As of the date hereof, delete Article 61 of the Lease and insert the following as the new Article 61 of the Lease;

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61. RIGHT OF FIRST OFFER

61.1 Landlord agrees that if any part of the Building shall become available for leasing during the term, then, before offering said space (the “Option Space”) to any other party (except the occupant thereof or any party who has a prior right on the Option Space), Landlord will first offer to Tenant the right to include the Option Space within the Demised Premises on the Inclusion Date (hereinafter defined) upon all of the terms and conditions of this Lease, as if the Option Space had been part of the Demised Premises on the Commencement Date, except as specifically set forth hereinafter. The Inclusion Date shall be the date on which Tenant exercised its option pursuant to the terms of this Article.

(a) The Minimum Rent payable with respect to the Option Space shall commence on the Inclusion Date and shall be in the Market Rent (as defined in clause (b) below) which shall in no event be less than (ii) the product of 91) the Adjusted Minimum Rent per square foot with respect to the Demised Premises on the date Landlord’s offer is made and (2) the rentable square foot area of the Option Space.

(b) “Market Rent” shall mean the fair market rent for the Option Space as of the Inclusion Date based upon the rents generally in effect for comparable “as is” space in the area in which the Building is located. Market Rent (for the purposes of determining the Minimum Rent for the Option Space only) shall be determined on what is commonly known as “gross” basis; that is, in computing Market Rent it shall be assumed that all real estate taxes and expenses for customary services are included in such Market Rent and are not passed through to the Tenant as separate additional charges. Notwithstanding the foregoing, the Minimum Rent for the Option Space shall be thereafter increased from time to time as provided in this Lease.

(c) Landlord shall notify Tenant (“Landlord’s Determination Notice”) of Landlord’s determination of the Market Rent after Tenant exercises its option to include the Option Space within the Demised Premises on the Inclusion Date. If Tenant disagrees with Landlord’s determination, Tenant shall notify Landlord (“Tenant’s Notice of Disagreement”) within fifteen (15) days after receipt of Landlord’s Determination Notice. Time shall be of the essence with respect to Tenant’s Notice of Disagreement, and the failure of Tenant to give such notice within the time period set forth above shall conclusively be deemed an acceptance by Tenant of the Market Rent as determined by Landlord and waiver by Tenant of

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any right to dispute such Market Rent. If Tenant timely gives its Tenant’s Notice of Disagreement, then the market Rent shall be determined as follows: Landlord and Tenant shall, within thirty (30) days after the date on which Tenant’s Notice of Disagreement was given, each appoint an Appraiser (hereinafter defined) for the purpose of determining the Market Rent. An Appraiser shall mean a duly qualified impartial real estate appraiser having at least ten (10) years experience in the area in which the Building is located. In the event that the two (2) Appraisers so appointed fail to agree as to the Market Rent within a period of thirty (30) days after the appointment of the second Appraiser, such two (2) Appraisers shall forthwith appoint a third Appraiser who shall make a determination within thirty (30) days thereafter. If such two (2) Appraisers fail to agree upon such third Appraiser within ten (10) days following the last thirty (30) day period, such third Appraiser shall be appointed by a presiding Judge of the Superior Court of the State of New Jersey for the County in which the Building is located. Such two (2) Appraisers or three (3) Appraisers, as the case may be, shall proceed with all reasonable dispatch to determine the Market Rent. The decision of such Appraisers shall be final; such decision shall be in writing and a copy shall be delivered simultaneously to landlord and to Tenant. Tenant shall pay Landlord Adjusted Minimum Rent on the Option Space at the rate set forth in Section 61.1(a)(ii) hereof until such decision is so delivered. If the Market Rent as determined above is in excess of actual rent paid, then Tenant, upon demand, shall pay to Landlord the difference between the actual rent paid and the Market Rent from the Inclusion Date. Landlord and Tenant shall each be responsible for and shall pay the fee of the Appraiser appointed by them respectively, and Landlord and Tenant shall share equally the fee of the third Appraiser. Promptly upon determination of the market Rent, Tenant shall execute and deliver a lease amendment in a form satisfactory to Landlord reflecting the inclusion of the Option Space within the Demised Premises on the Inclusion Date.

61.2 Landlord shall make the foregoing offer in writing, and Tenant shall have the right to exercise such option with respect to the Option Space if Tenant shall not have breached any monetary term or provision of the Lease and the Tenant named on the first and last page of the Lease (or an entity in compliance with Section 48.7 of the Lease) is in occupancy of the entire Demised Premises. Tenant may only exercise such option by written notice received by Landlord within seven (7) days after Landlord makes such offer to Tenant. Tenant shall accept the Option Space in its “as is” physical condition as of the Inclusion Date and agrees that Landlord will not be required to do any work or perform any services therein. If Tenant does not accept the offer made by

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Landlord pursuant to the provisions of this Article 61 with respect to the Option Space, Landlord shall be under no further obligation to Tenant with respect to the Option Space or any part thereof or any space that includes all or any part of the Option Space and Tenant shall have forever waived and relinquished its right to the Option Space and any part thereof and any space that includes all or any part of the Option Space and Landlord shall at any and all times thereafter be entitled to lease such space in whole or in part, or in whole or in parts in conjunction with any other space, to others at such rental and upon such terms and conditions as landlord, in its sole discretion may desire whether such rental terms, provisions and conditions are the same as those offered to Tenant or more or less favorable. Tenant agrees not to acquire the Option Space pursuant to this Article 61 for the primary purpose of subletting or otherwise disposing of the same or any part thereof to others.

61.3 If the Option Space shall not be available for Tenant’s occupancy on the Inclusion Date for any reason including the holding over of the prior tenant, then landlord and Tenant agree that the failure to have such Option Space available for occupancy by Tenant shall in no way affect the validity of this Lease or the inclusion of the Option Space within the Demised Premises as of the Inclusion Date or the obligations of landlord and Tenant hereunder, nor shall the same be construed in any way to extend the term of this Lease; but the Adjusted Minimum Rent for the Option Space shall be abate (if Tenant is not responsible in whole or in part for Landlord’s inability to obtain possession of the Option Space) until the Option Space is available for Tenant’s occupancy. Within ten (10) days after Tenant’s exercise of this option for the Option Space, Tenant shall deposit with landlord such additional sums as may be required by Landlord to increase the security deposit, if any, then held by landlord proportionate to the increase in Minimum Rent. Tenant’s rights under this Article shall be deemed person to the Tenant named on the first and last page of this Lease and to any entity in compliance with Section 48.7 of the Lease.

          23. Supplementing and modifying Article 3 of the Lease, Tenant agrees that with regard to any alteration, installation, improvement or change to the Demised Premises (i) that requires the prior written consent of Landlord and (ii) which landlord reasonably determines would cost in excess of $25,000.00 to perform (any work that meets conditions (i) and (ii) hereof is hereinafter called “Bid Work”)k Tenant shall solicit fixed price bona fide bids from one or

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more Approved Outside Contractors [hereinbefore defined in Paragraph 21(b)(2)] to perform said Bid Work. Subject to the balance of this Paragraph 23, Tenant may elect to have said Approved Outside Contractor perform the Bid Work. Tenant shall promptly submit to Landlord a single fixed bona fide bid from an Approved Outside Contractor to perform the Bid Work with detailed plans and specifications describing the Bid Work (the “Plans”). Within ten (10) days after Landlord receives the Approved Outside Contractor’s bid to perform the Bid Work, together with the Plans, Landlord shall have the right to irrevocably appoint itself as Tenant’s general contractor and have Landlord perform for Tenant the Bid Work described in the Plans at a cost to Tenant not to exceed 98% of the Approved Outside Contractor’s bid to perform same and within a time period (subject to delays beyond the reasonable control of Landlord) not to exceed by more than five days of the estimated completion date (if any) recited in the Approved Outside Contractor’s bid. If Landlord so desires to appoint itself as Tenant’s general contractor and have Landlord perform for Tenant the Bid Work as shown in the Plans at a cost to Tenant not to exceed 98% of the Approved Outside Contractor’s bid to perform same and within a time period (subject to delays beyond the reasonable control of Landlord) not to exceed by more than five days of the estimated completion date (if any) recited in the Approved Outside Contractor’s bid, Landlord shall so notify Tenant in writing within ten (10) days after Landlord receives said Approved Outside Contractor’s bid together with the Plans. If Landlord fails to timely deliver said written notice to Tenant, Landlord shall not be deemed Tenant’s appointed general contractor and Tenant shall be solely responsible for performance of the Bid Work.

          24. For any of the above paragraphs in which drawings are to be rendered by Tenant, they shall be prepared by Landlord at Landlord’s expense from specifications provided by Tenant.

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          IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment of Lease to be executed on the day and year first written above.

SIGNED, sealed and delivered

WITNESSED BY:		LANDLORD:
		5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
		By:
Name:			Edward M. Schotz
	(Please Print)		General Partner
ATTESTED BY:		TENANT:
		TOTAL RESEARCH CORPORATION
		By:
Name:			Lorin Zissman, President
	(Please print)
Title:	Assistant Corporate Secretary
APPLY CORPORATE SEAL HERE
WITNESSED BY:		GUARANTOR:
		LORIN ZISSMAN
		By:
Name:			Lorin Zissman
	(Please print)
ATTESTED BY:		AGENT FOR LANDLORD:
		BELLEMEAD MANAGEMENT CO., INC.
		By:
Marc Leonard Ripp			James S. Servidea
Assistant Secretary			Vice President

APPLY CORPORATE SEAL HERE

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[No Diagram Shown]

Third Floor Plan

SCHEDULE “A”

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[No Diagram Shown]

Third Floor Plan

SCHEDULE “B”

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[No Diagram Shown]

First Floor Plan

SCHEDULE “C”

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[No Diagram Shown]

First Floor Plan

SCHEDULE “D”

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THIRD AMENDMENT OF LEASE

          This THIRD AMENDMENT OF LEASE is made as of the                      day of December, 1995 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o Bellemead Management Co., Inc. 280 Corporate Center, 4 Becker Farm Road, Third Floor, Roseland, New Jersey 07068-3788 (hereinafter called “Landlord”) and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 08540 (hereinafter called “Tenant”).

W I T N E S S E T H :

          WHEREAS:

          A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January5, 1987 and November 27, 1990 (said lease as it was or may hereafter be amended is hereinafter called the “Lease”) with respect to a portion (“Demised Premises”) of the building known as 5 Independence Way, Princeton, New Jersey (“Building”), for a term ending on December 31, 1996 or on such earlier date upon which said term may expire or be terminated pursuant to any conditions of limitation or other provisions of the Lease or pursuant to law; and

          B. Tenant is desirous of (i) increasing the size of the Demised Premises by the addition of 19,401 rentable square feet (“Additional Space”) on the second (2^nd) floor of the Building, as illustrated on Schedule A, attached hereto and made a part hereof, (ii) reducing the size of the Demised Premises by surrendering 8,278 rentable square feet (“Surrender Space”) on the third (3^rd) floor of the Building, as illustrated on Schedule B, attached hereto and made a part hereof and (iii) extending the term so that it expires on the last day of the month in which month

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occurs the tenth (10^th) anniversary of the Additional Space Commencement Date (hereinafter defined in Paragraph 2).

          NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

          1. DEFINED TERMS. Except as specifically provided otherwise in this Third Amendment of Lease, all defined terms contained in this Third Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

          2. ADDITIONAL SPACE COMMENCEMENT DATE. The Demised Premises shall be deemed expanded to include the Additional Space on the earlier of (“Additional Space Commencement Date”) (i) the date Tenant takes possession of all or any part of the Additional Space or (ii) the date by when the work described in Paragraph 3 hereof is substantially completed by Landlord. If the date referred to in subsection (ii) of this Paragraph occurs prior to July 1, 1996 and Tenant does not take possession of all or any part of the Additional Space prior to the date referred to in subsection (ii) of this Paragraph, then, notwithstanding the first sentence of this Paragraph, the Additional Space Commencement date shall be July 1, 1996. The work described in Paragraph 3 hereof shall be deemed substantially completed by Landlord on the date by when both of the following conditions have been met: (a) Landlord has procured, if required, a temporary or permanent certificate of occupancy, permitting occupancy of the Additional Space by Tenant and (b) the Landord’s architect shall determine that Landlord has substantially performed the work described in Paragraph 3 hereof. Substantial completion by Landlord of the work described in Paragraph 3 hereof shall be deemed to have occurred even though minor details of work remain to be done, provided such details do not materially interfere with the Tenant’s use of the Additional Space. As of the Additional Space Commencement Date, the

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attached Schedule A shall be added to and become a part of Exhibit A (Rental Plan) to the Lease. On or about the Additional Space Commencement Date, Landlord may deliver to Tenant a notice (“Additional space Commencement Date Notice”) confirming, among other things, the inclusion of Additional Space within the Demised Premises as of the Additional Space Commencement Date. If Tenant receives the Additional Space Commencement Date Notice, Tenant shall sign same and return it fully executed to Landlord within five (5) days after Tenant’s receipt thereof. Tenant’s failure to timely return a fully executed unamended original counterpart of the Additional Space Commencement Date Notice shall constitute Tenant’s express consent with and agreement to all the terms contained in the Additional Space Commencement Date Notice as prepared by Landlord.

          3. CONSTRUCTION CREDIT IF LANDLORD PERFORMS WORK. Tenant shall provide to Landlord on or before January 31, 1996 such final drawings and specifications (that have first been approved in writing by Landlord) for Tenant’s layout, partitioning, electrical, reflecting ceiling and all other installments (“Final Plans”). Landlord shall furnish and install in accordance with the final Plans so much of the work as allowed by a construction credit of $966,575.00 (“Construction Credit”). To the extent the Final Credit, such work shall be memorialized as an “Extra” or “Change Order” to be executed by both Landlord and Tenant, which shall indicate the work required, the cost thereof to be paid by Tenant upon demand, and the additional time required, if any, for completion.

          4. CONSTRUCTION CREDIT IF LANDLORD DOES NOT PERFORM WORK. (A) If Tenant desires to have the work shown in the Final Plans performed by someone other than Landlord, then, Tenant shall give Landlord, on or before February 15, 1996, a written notice specifically referencing this Paragraph. Together with said written notice, Tenant shall also

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submit to Landlord, on or before February 15, 1996, a single fixed price bona fide bid (containing an estimated completion date) from a general contractor, that has first been approved in writing by Landlord, (“Approved Contractor”) to perform the work shown in the Final Plans (“Approved Bid”). Within ten (10) days after Landlord receives the Approved Bid, Landlord shall have the right to irrevocably appoint itself as Tenant’s general contractor and have Landlord perform for Tenant the work shown in the Final Plans at a cost to Tenant [subject to Paragraph 4.(B) hereof] not to exceed 98% of the Approved Bid within a time period (subject to delays beyond the reasonable control of Landlord) not to exceed by more than five (5) days the estimated completion date recited in the Approved Bid, Landlord shall so notify Tenant in writing within ten (10) days after Landlord receives said Approved Bid. If Landlord fails to timely deliver said written notice to Tenant, Landlord shall not be deemed Tenant’s appointed general contractor and Tenant shall be solely responsible for all work shown in the Final Plans; all work not performed by Landlord shall be subject to the prior written approval of Landlord, shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed.

          (B) If (i) Landlord has not appointed itself as Tenant’s general contractor to perform the work shown in the Final Plans, (ii) Tenant has unconditionally accepted in writing the Approved Bid, and (iii) Landlord receives from Tenant a fully executed original counterpart of the Approved Bid signed by Tenant and the Approved Contractor, then, provided Tenant has not breached any term of the Lease, Landlord shall issue checks to the Approved Contractor aggregating a total sum (“Total Outside Contractor Payment”) not to exceed the Construction Credit. The Total Outside Contractor Payment shall be disbursed in individual progress payments not more often than once during any calendar month. Within thirty (30) days after

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Landlord receives from Tenant (1) an invoice issued by the Approved Contractor pursuant to the Approved Bid, (2) a fully executed and acknowledged waiver of construction liens in form satisfactory to Landlord and (3) a fully executed and acknowledged statement, in form satisfactory to Landlord, showing all subcontractors with whom the Approved Contractor has entered into subcontracts, the amount of each such subcontract and the amount requested for each subcontractor, Landlord shall, only if it ascertains that the billed work has been completed, remit a check to Tenant payable to the Approved Contractor for the amount shown on the invoice. Tenant agrees that Landlord shall in no way be responsible for the accuracy of said invoices or for the quality or completeness of the work performed to the Additional Space. Tenant expressly agrees that Landlord may deduct from the Total Outside Contractor Payment. Landlord’s estimate of any expenses Landlord may incur to repair any damage to the Building caused by Tenant’s acts or omissions or those of the Approved Contractor.

          (C) By no later than thirty (30) days after the date, as determined by Landlord, by when the Approved Contractor has substantially completed the work shown in the Final Plans, Tenant shall deliver to Landlord all of the following documents:

               (i) final, unconditional lien waivers from the Approved Contractor and all subcontractors who performed any of the work shown in the Final Plans, Tenant shall deliver to Landlord all of the following documents:

               (ii) a statement from Tenant’s architect certifying that all work shown in the Final Plans has been completed;

               (iii) a permanent or temporary certificate of occupancy for the Additional Space;

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               (iv) all certificates, permits and/or licenses required by governmental and quasi-governmental authorities evidencing completion of the work shown in the Final Plans and legal occupancy of the Additional Space by the Tenant; and

               (v) an “as built” plan.

          (D) If Landlord has not appointed itself as Tenant’s general contractor to perform the work shown in the Final Plans, then, notwithstanding anything contained to the contrary in Paragraph 2 hereof, the Additional Space Commencement Date shall be the earlier of (i) the date Tenant takes possession or all or any part of the Additional Space or (ii) July 1, 1996. Any work shown in the Final Plans not performed by Landlord shall be subject to all of the terms, conditions and covenants contained in Article 3 of the Lease.

          5. (A) RENTAL CREDIT/CASH DEMAND NOTICE. Provided (a) Tenant has not breached any term of the Lease and (b) Landlord receives from Tenant a written notice, no later than December 31, 1996 but no earlier than July 1, 1996, specifically referencing this Paragraph (“Credit Demand Notice”), Tenant shall receive a rental credit (only to the extent of the portion of the Construction Credit that is unexpended as of the date Landlord received the Credit Demand Notice, but in no event more than $364,972.50 to be applied in the manner set forth in Paragraph 5.(B) below. Said rental credit is hereinafter referred to as the “Rental Credit”. If the Credit Demand Notice is timely received and contains a request that Landlord give Tenant in cash a specified dollar amount from the unexpended portion of the Construction Credit, then, provided (i) Tenant has not breached any term of the lease, (ii) the specified dollar amount is $100,000.00 or less and (iii) the specified dollar amount is not greater than the unexpended portion of the Construction Credit, Landlord shall once give Tenant, within thirty (30) days after Landlord’s receipt of the Credit Demand Notice, a check equal to the specified

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dollar amount in which case the Rental Credit shall be reduced by the specified dollar amount. Upon Landlord’s receipt of the Credit Demand Notice, Landlord shall immediately be no longer obligated to either (1) perform work in the Demised Premises under Paragraph 3 hereof or (2) disburse any further installments of the Total Outside Contractor Payment under Paragraph 4.(B) hereof. Notwithstanding anything contained to the contrary elsewhere in this Paragraph, if the portion of the Construction Credit which is unexpended as of the date Landlord received the Credit Demand Notice exceeds $364,972.50, then, said excess portion of the Construction Credit shall be null and void and forever forfeited.

          (B) If conditions (a) and (b) of Paragraph 5.(A) above are strictly met, then, Tenant shall receive the Rental Credit which shall be utilized in twelve (12) equal installments only against twelve (12) consecutive monthly installments of Minimum Rent. The first of said twelve (12) consecutive monthly installments of Minimum Rent shall be the monthly installment of Minimum Rent for the calendar month immediately following the calendar month in which Landlord received the Credit Demand Notice. Tenant may apply only one-twelfth (1/12) consecutive monthly installments of Minimum Rent. The Rental Credit, or any remaining part thereof, shall be null and void and forever forfeited if not fully utilized as required by this Paragraph 5.(B). If at any time during the aforementioned twelve (12) month period Tenant breaches the Lease, then, the remaining part of the Rental Credit shall be null and void and forever forfeited.

          6. DELAYS. Tenant shall be responsible for any delays in completing the work described in Paragraph 3 hereof by reason of Tenant’s failure to cooperate with Landlord, Tenant’s delays in submitting any drawings or specifications, or in supplying information, or in approving drawings, specifications or estimates, or in giving authorizations, or by reason of any

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“Extra” or “Change Order” designated by Tenant, or by reason of any changes by Tenants in any designations previously made by Tenant, or by reason of any similar acts or omissions of Tenant. If the Additional Space Commencement Date does not occur on or before July 1, 1996 by virtue of any of the reasons set forth in the immediately preceding sentence, then, the Additional Space Commencement Date shall be deemed, notwithstanding anything contained to the contrary in Paragraph 2 hereof, to have occurred on July 1, 1996.

          7. SURRENDER SPACE. The “Requested Surrender Date” is herein defined as the date falling thirty (30) days after the Additional Space Commencement Date. Tenant shall deliver the Surrender Space to Landlord by the Requested Surrender Date in the same physical condition and state of repair that would apply to the Surrender Space as if the Requested Surrender Date were the Termination Date. The earliest date after the Requested Surrender Date by when Tenant has delivered to Landlord the Surrender Space in the physical condition and state of repair as required hereunder is hereinafter called the “Actual Surrender Date”. If the Actual Surrender Date fails to occur by the Requested Surrender Date, then, Tenant shall be deemed a holdover tenant for the Surrender Space and shall be liable to Landlord under Article 55 of the Lease as if June 30, 1996 were the Termination Date. As of the Actual Surrender Date, Exhibit A (Rental Plan) to the Lease shall be deemed to have excluded therefrom the Surrender Space. Nothing in this Paragraph shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent and other charges payable by Tenant in connection with the Surrender Space, up to and including the Actual Surrender Date.

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          8. TERMINATION DATE. Notwithstanding anything to the contrary contained in the Lease, the date set forth in the Lease for the expiration of the term thereof is hereby modified so that the Termination Date shall be the last day of the month in which month occurs the tenth (10^th) anniversary of the Additional Space Commencement Date.

          9. MINIMUM RENT. The Lease is hereby amended to provide that the Minimum Rent, on an annual basis, shall be:

(i) SEVEN HUNDRED NINETY FIVE THOUSAND ONE HUNDRED FIFTY THREE AND 42/100 DOLLARS ($795,153.42) for the period commencing on the Additional Space commencement Date and ending on the third (3^rd) anniversary of the Additional Space Commencement Date, payable in advance on the first day of each calendar month in equal monthly installments of SIXTY SIX THOUSAND TWO HUNDRED SIXTY TWO AND 79/100 DOLLARS ($66,262.79);

(ii) ONE MILLION SEVENTEEN THOUSAND FIFTY SIX AND 70/100 DOLLARS ($1,017,056.70) for the period commencing on the day immediately following the third (3^rd) anniversary of the Additional Space Commencement Date and ending on the seventh (7^th) anniversary of the Additional Space Commencement Date, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY FOUR THOUSAND SEVEN HUNDRED FIFTY FOUR AND 73/100 DOLLARS ($84,754.73); and

(iii) ONE MILLION SEVENTY THOUSAND FIVE HUNDRED EIGHTY SIX AND 00/100 DOLLARS ($1,070,586.00) for the period commencing on the day immediately following the

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seventh (7^th) anniversary of the Additional Space Commencement Date and ending on the Termination Date, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND TWO HUNDRED FIFTEEN AND 50/100 DOLLARS ($89,215.50).

          10. ADDITIONAL SPACE LEASE AMENDMENT. Section 36.2 of the Lease shall be amended as of the Additional Space Commencement Date to provide that (i) the Demised Premises shall be deemed to contain a floor area of 48,663 square feet and (ii) the Occupancy Percentage shall be 43%. If, however, the Actual Surrender Date does not occur by the Additional Space Commencement Date, then, (a) for the period beginning on the Additional Space Commencement Date, then, (a) for the period beginning on the Additional Space Commencement Date and ending on the day prior to the Actual Surrender Date, Section 36.2 of the Lease shall be amended to provide that (A) the Demised Premises shall be deemed to contain a floor area of 56,941 square feet and (B) the Occupancy Percentage shall be 50.3% and (b) for the period beginning on and at all times after the Actual Surrender Date, Section 36.2 of the Lease shall be amended as set forth in the first sentence of this Paragraph.

          11. FIRST TAX YEAR. For purposes of computing the additional rent accruing after the Additional Space Commencement Date that is due Landlord under Section 36.4(1) of the Lease, as of the Additional Space Commencement Date, (A) Section 36.1(4) of the Lease shall be deleted and replaced with the following new Section 36.1(4): “The First Tax Year shall mean the calendar year ending December 31, 1996. Tax Year shall mean any calendar year thereafter;” and (B) Section 36.1(2) of the Lease shall be deleted and replaced with the following new Section 36.1(2) of the Lease shall be deleted and replaced with the following new Section

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36.1(2): “The Base Tax Rate shall mean the real estate tax rate in effect on the date of the Third Amendment of Lease; “

          12. FIRST OPERATING YEAR. For purposes of computing the additional rent accruing after the Additional Space Commencement Date that is due Landlord under Section 36.5(1) of the Lease, as of the Additional Space Commencement Date, Section 36.1(3) of the Lease shall be deleted and replaced with the following new Section 36.1(3): “First Operating Year shall mean the calendar year ending December 31, 1996. Operating Year shall mean any calendar year thereafter.”

          13. PARKING. As of the Additional Space Commencement Date, Tenant’s Allotted Parking referenced in Section 43.1 of the Lease shall be for one hundred fifty eight (158) cars. Supplementing Section 43.4 of the Lease, by no later than the Additional Space Commencement Date, Landlord shall mark once, at Tenant’s expense but subject to the Construction Credit, the words “TOTAL VISITOR” on one (1) parking space in the Designated Parking Area. Such marking shall not increase Tenant’s Allotted Parking. Supplementing Section 43.2 of the Lease, any Over-use shall be deemed a material event of default under the Lease and Landlord may immediately suspend or revoke the License, remove Tenant’s designations and markings from any parking space so inscribed and/or exercise such remedies as are provided in Articles 17 and 18 of the “Printed Portion” of the Lease. Supplementing Section 43.2 of the Lease, Landlord shall not be responsible to Tenant if all or any of Tenant’s designated and/or marked parking spaces are used by anyone other than Tenant or its visitors.

          14. RENEWAL OPTION. As of the date hereof, the following Article 60 shall be deemed added to and made a part of the Lease:

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          60. RENEWAL OPTION

          60.1 Subject to the provisions of Section 60.2 below, Tenant shall have the option to renew this Lease for two (2) additional terms of five (5) years each (each such renewal term is herein after referred to as a “Renewal Term”). If Tenant exercises the first renewal option, the first Renewal Term shall commence upon the expiration of the term ending on the last day of the month in which month occurs the tenth (10^th) anniversary of the Additional Space Commencement Date (the “Initial Term”). If Tenant exercises the first renewal option and the second renewal option, the second Renewal Term shall commence upon the expiration of the first Renewal Term shall commence upon the expiration of the first Renewal Term. The terms, covenants and conditions during the Initial Term, including but not limited to the definitions of the First Tax Year and First Operating Year as set forth in Article 36 thereof, shall be projected and carried over into each of the Renewal Terms, except as specifically set forth hereinafter.

          (a) The Minimum Rent for the first Renewal Term shall be the greater of (i) Market Rent [as defined in clause (b) below] or (ii) the Adjusted Minimum Rent as of the last day of the Initial Term. The Minimum Rent for the second Renewal Term shall be the greater of (i) Market Rent or (ii) the Adjusted Minimum Rent as of the last day of the first Renewal Term.

          (b) “Market Rent” shall mean the fair market rent for the Demised Premises, as of the commencement date for the first or second Renewal Term, as the case may be (the “Determination Date”), based upon the rents generally in effect for comparable office space in the area in which the Real Estate is located. Market Rent (for the purposes of determining the Minimum Rent only during each Renewal Term) shall be determined on what is commonly known as “gross” basis; that is, in computing Market Rent, it shall be assumed that all real estate taxes and customary services are included in such Market Rent and are not passed through to the Tenant as separate additional charges. Notwithstanding the foregoing, the Minimum Rent for each Renewal Term shall be thereafter increased fro tie to time a s provided in this Lease and the first time to time as provided in this Lease and the First Tax Year and First Operating Year for each Renewal Term shall be defined as provided in Article 36 hereof.

          (c) Landlord shall notify Tenant (“Landlord’s Determination Notice”) of Landlord’s determination of the Market Rent within sixty (60) days of the Determination Date. If Tenant disagrees with Landlord’s determination Tenant shall notify Landlord (“Tenant’s Notice of Disagreement”) within fifteen (15) days of receipt of Landlord’s

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Determination Notice. Time shall be of the essence with respect to Tenant’s Notice of Disagreement, and the failure of Tenant to give such notice within the time period set forth above shall conclusively be deemed an acceptance by Tenant of the Market Rent as determined by Landlord and a waiver by Tenant of any right to dispute such Market Rent. If Tenant timely gives its Tenant’s Notice of Disagreement, then, the Market Rent shall be determined as follows: Landlord and Tenant shall, within 30 days of the date on which Tenant’s Notice of Disagreement was given, each appoint Appraiser (hereinafter defined) for the purpose of determining the Market Rent. An Appraiser shall mean a duly qualified impartial real estate appraiser having at least (10) years experience in the area in which the Demised Premises are located. In the event that the two (2) Appraisers so appointed fail to agree as to the Market Rent within a period of thirty (30) days after the appointment of the second Appraiser, such two (2) Appraisers so appointed fail to agree as to the Market Rent within a period of thirty (30) days after the appointment of the second Appraiser, such two (2) Appraisers shall forthwith appoint a third Appraiser who shall make a determination within thirty (30) days thereafter. If such two Appraisers fail to agree upon such third Appraiser within ten (10) days following the last thirty (30) day period, such third Appraiser shall be appointed by a presiding Judge of the Superior Court of the State of New Jersey for the County in which the Real Estate is located. Such two (2) Appraisers or three (3) Appraiser, as the case may be, shall proceed with all reasonable dispatch to determine the Market Rent. The decision of such Appraisers shall be final; such decision shall be in writing and a copy shall be delivered simultaneously to Landlord and to Tenant. If such Appraisers fail to deliver their decision as set forth above prior to the commencement of any Renewal Term, Tenant shall pay Landlord the Adjusted Minimum Rent at the rate as of the last day of the Initial Term or the last day of the first Renewal Term, as the case may be, until such decision is so delivered. If the Market Rent as determined above is in excess of the actual rent paid, then Tenant, upon demand, shall pay to Landlord the difference between the actual rent paid and the Market Rent from the commence of the Renewal Term. Landlord and Tenant shall each be responsible for and shall pay the fee of the Appraiser appointed by them respectively, and Landlord and Tenant shall share equally the fee of the third Appraiser. Promptly upon determination of the Market Rent, Tenant shall execute and deliver a Lease amendment prepared by Landlord setting forth the terms of the Renewal Term.

          60.2 Tenant’s option to renew, as provided in Section 60.1 above, shall be strictly conditioned upon and subject to each of the following:

          (a) Tenant shall notify Landlord in writing of Tenant’s exercise of its option to renew at least nine (9) months, but not more than twelve

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(12) months, prior to the expiration of the Initial Term or the first Renewal Term, as the case may be;

          (b) At the time Landlord receives Tenant’s notice as provided in (a) above, and at the expiration of the Initial Term or the first Renewal Term, as the case may be, Tenant shall not have been in default under the terms or provisions of this Lease and Tenant shall not have assigned this Lease or subleased all or any portion of the Demised Premises. The conditions contained in this Section 60.2(b) may be waived by Landlord at its sole discretion and may not be used by Tenant as a means to negate the effectiveness of Tenant’s exercise of this option to renew;

          (c) Tenant shall have no further renewal option other than the option to extend for the two (2) Renewal Terms as set forth in Section 60.1 above;

          (d) This option to renew shall be deemed personal to the Tenant named on the first and last page of the Lease and may not otherwise be assigned;

          (e) Landlord shall have no obligation to do any work or perform any services for the Renewal Term with respect to the Demised Premises or the Building which Tenant agrees to accept in their then “as is” condition; and

          (f) No later than ten (10) days prior to the commencement of any Renewal Term, Tenant shall deposit with Landlord such additional sums as may be required to increase any security deposit then held by Landlord proportionate to the increase in the Minimum Rent then due under the Lease.

     15. BROKERAGE. Tenant represents that it has had no dealings or communications with any real estate broker or agent, other than Julien J. Studley, Inc., in connection with this Third Amendment of Lease. Tenant agrees to defend indemnify and hold Landlord, its affiliates and/or subsidiaries and the partners, directors, officers of Landlord and its affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including attorney’s fees, court costs and disbursements) for any commission or other compensation claimed by any broker or agent, other than Julien J. Studley, Inc., with respect to this Third Amendment of Lease.

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          16. CORPORATE AUTHORITY. Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Third Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

          17. TEMPORARY OCCUPANCY LICENSE. Solely as an accommodation to Tenant, Landlord hereby grants to Tenant, without Landlord assuming any responsibilities, obligations, liabilities or duties, a revocable license covering the period that commences today and ends on the earlier of June 30, 1996 or the Additional Space Commencement Date, that permits Tenant to occupy any portion of the second (2^nd) floor of the Building that is vacant, empty and unleased by any party, in its “as-is” physical condition and state of repair, pursuant to all the responsibilities, obligations, liabilities and duties that Tenant has undertaken in the Lease as if said space were part of the Demised Premises, except for the obligation to pay Minimum Rent on said space.

          18. AFTER-HOURS HVAC. Supplementing and modifying the first sentence of Section 39.2 of the Lease, with regard to any after-hours air-conditioning, ventilation or heating supplied to all or any part of the Demised Premises on or after July 1, 1996, Tenant shall pay to Landlord, as additional rent, a sum equal to $35.00 per hour.

          19. CONDITION OF ADDITIONAL SPACE. Tenant agrees to accept the Additional Space in its “as is” physical condition and state of repairs as of the Additional Space Commencement Date.

          20. LEASE RATIFICATION. Except as expressly amended by this Third Amendment of Lease, that certain Second Amendment of Lease dated November 27, 1990, that

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certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease and all terms, covenants and conditions thereof, shall remain in full force and effect and are hereby in all respects ratified and confirmed.

          21. GROUND MONUMENT SIGNAGE. As of the date hereof, Paragraph 20 of the Second Amendment of Lease dated November 27, 1990 between the parties shall be deemed null and void and without any legal force or binding effect. Until Tenant (i) breaches any monetary term of the Lease, (ii) assigns the Lease to any person or entity, except one that complies with Section 48.7 of the Lease or (iii) sublets an aggregate of 5,000 or more rentable square feet of the Demised Premises in one or more transactions to any person or entity, except one that complies with Section 48.7 of the Lease, Landlord shall, beginning as soon as reasonably practicable after Landlord receives a written demand from Tenant (but in no event sooner than July 1, 1996), display, at Landlord’s expense, the name of Tenant on a single Building standard ground monument located in a location on the Real Estate to be established by Landlord and Tenant in writing. Landlord shall solely determine the size, material composition, design, style and color of (a) such ground monument and (b) all text appearing on said ground monument. The design, style and color of Tenant’s logo, however, shall be solely determined by Tenant exercising reasonable and tasteful discretion.

          22. NO ORAL CHANGES. This Third Amendment of Lease may not be changed orally, but only by a writing signed by both Landlord and Tenant.

          23. NO DEFAULT. Tenant confirms that (i) Landlord has complied with all of its obligations contained in the Lease and (ii) no event has occurred and no condition exists which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease.

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     24. EXPANSION OPTION A. As of the date hereof, the following Article 66 shall be deemed added to and made a part of the Lease:

          66. EXPANSION OPTION A

          66.1 Subject to the provisions of Section 66.2 below, Tenant shall have the option to increase on Expansion Space A Inclusion Date (hereinafter defined) the Demised Premises by adding thereto Expansion Space A (hereinafter defined). Except as otherwise provided herein, the foregoing expansion of the Demised Premises shall be upon all the terms and conditions of this Lease. The configuration and location in the Building of Expansion Space A shall be solely determined by Landlord and the rentable square foot area of Expansion Space A shall also be solely established by Landlord but shall be between 4,000 and 5,500 rentable square feet. Expansion Space A Inclusion Date shall be determined solely by Landlord but shall be after June 30, 1998 and before January 2, 2,000. The minimum Rent payable for Expansion Space A shall be determined solely by Landlord to reflect fair market rent. Tenant’s obligation to pay Minimum Rent for Expansion Space A shall commence on Expansion Space A Inclusion Date. Tenant shall, upon Landlord’s request, execute and deliver a lease amendment prepared by Landlord reflecting the inclusion of Expansion Space A within the Demised Premises. If Tenant has properly exercised this option and the exercise of said option remains binding upon Landlord, then, prior to Expansion Space A Inclusion Date, Landlord shall advise Tenant of (1) the configuration, location in the Building and rentable square foot area of Expansion Space A, *2) Expansion Space A Inclusion Date and (3) the Minimum Rent applicable for Expansion Space A. Tenant shall be strictly bound by the terms of said advice.

          66.2 Tenant’s option to increase the Demised Premises by adding thereto Expansion Space A, as provided in Section 66.1 above, shall be strictly conditioned upon and subject to each of the following:

          (a) Tenant may only exercise its option to add Expansion Space A to the Demised Premises if Tenant has been in continuous occupancy of the entire Demised Premises, as same are constituted on the date hereof;

          (b) No later than October 1, 1997 but no earlier than July 1, 1997, Tenant shall notify Landlord in writing of Tenant’s exercise of its option to add Expansion Space A to the Demised Premises;

          (c) At all times before Expansion Space A Inclusion Date, Tenant shall not have breached any of the terms of this Lease and Tenant

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shall not have assigned this Lease or subleased for the balance of the Lease term all or any part of the Demised Premises. The conditions contained in this Section 66.2(c) may be waived by Landlord at its sole discretion and may not be used by Tenant as a means to negate the effectiveness of Tenant’s exercise of this option to expand;

          (d) The option to increase the Demised Premises as set forth in this Article 66 shall be deemed personal to the Tenant named on the first and last page of this Lease and may not be assigned;

          (e) Landlord shall have no obligation to perform any work to Expansion Space A which Tenant agrees to accept in its “as is” physical condition as of Expansion Space A Inclusion Date. Landlord, however, agrees that in the event it approves in writing, on or before the Expansion Space A Inclusion Date, drawings and specifications prepared by Tenant, at its expense, for certain renovation work in Expansion Space A (the “Renovation A Work”) to be performed by Bellemead Construction Corporation (“BCC”) at Tenant’s expense, Landlord shall give Tenant, upon BCC’s completion of the Renovation A Work (the “Payment A Date”), a credit to be applied only against BCC’s invoice to Tenant for the Renovation A Work. Said credit (“Renovation A Credit”) shall equal the product of $10.00 and the rentable square foot area of Expansion Space A as solely determined by Landlord, subject to Section 66.1 hereof. All or any portion of the Renovation A Credit that is not utilized by Tenant as of ninety (90) days after the Expansion Space A Inclusion Date shall be forever forfeited and may not be applied against any payment of Minimum Rent, Adjusted Minimum Rent or additional rent due under the Lease. Landlord’s obligation to grant the Renovation A Credit to Tenant shall be strictly conditioned upon Tenant not having breached any term of the Lease on or before the Payment A Date; and

          (f) If Expansion Space A shall not be available for Tenant’s occupancy on Expansion Space A Inclusion Date, for any reason, including the holding over of the prior tenant, then, Landlord and Tenant agree that the failure to have such Expansion Space A available for occupancy by Tenant shall in no way affect the validity of the Lease or the deemed inclusion of Expansion Space A within the Demised Premises as of the Expansion Space A Inclusion Date, or the obligations of Tenant hereunder, nor shall the same be construed in any way to extend the term of this Lease.

     25. EXPANSION OPTION B. As of the date hereof, the following Article 67 shall be deemed added to and made a part of the Lease:

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          67. EXPANSION OPTION B

          67.1 Subject to the provisions of Section 67.2 below, Tenant shall have the option to increase on Expansion Space B Inclusion Date (hereinafter defined) the Demised Premises by adding thereto Expansion Space B (hereinafter defined). Except as otherwise provided herein, the foregoing expansion of the Demised Premises shall be upon all the terms and conditions of this Lease. The configuration and location in the Building of Expansion Space B shall be solely determined by Landlord and the rentable square foot area of Expansion Space B shall also be solely established by Landlord but shall be between 4,000 and 5,000 rentable square feet. Expansion Space B Inclusion Date shall be determined solely by Landlord but shall be after June 30, 2001 and before January 2, 2003. The Minimum Rent payable for Expansion Space B shall be determined solely by Landlord to reflect fair market rent. Tenant’s obligation to pay Minimum Rent for Expansion Space B shall commence on Expansion Space B Inclusion Date. Tenant shall, upon Landlord’s request, execute and deliver a Lease amendment prepared by Landlord reflecting the inclusion of Expansion Space B within the Demised Premises. If Tenant has properly exercised this option and the exercise of said option remains binding upon Landlord, then, prior to Expansion Space B Inclusion Date, Landlord shall advise Tenant of (1) the configuration, location in the Building and rentable square foot area of Expansion Space B, (2) Expansion Space B Inclusion Date and (3) the Minimum Rent applicable for Expansion Space B. Tenant shall be strictly bound by the terms of said advice.

          67.2 Tenant’s option to increase the Demised Premises by adding thereto Expansion Space B, as provided in Section 67.1 above, shall be strictly conditioned upon and subject to each of the following:

          (a) Tenant may only exercise its option to add Expansion Space B to the Demised Premises if Tenant has been in continuous occupancy of the entire Demised Premises, as same are constituted on the date hereof;

          (b) No later than October 1m 2000 but no earlier than July 1, 2000, Tenant shall notify Landlord in writing of Tenant’s exercise of its option to add Expansion Space B to the Demised Premises;

          (c) At all times before Expansion Space B Inclusion Date, Tenant shall not have breached any of the terms of this Lease and Tenant shall not have assigned this Lease or subleased all or any part of the Demised Premises. The conditions contained in this Section 67.2(c) may be waived by Landlord at its sole discretion and may not be used by

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Tenant as a means to negate the effectiveness of Tenant’s exercise of this option to expand;

          (d) The option to increase the Demised Premises as set forth in this Article 67 shall be deemed personal to the Tenant named on the first and last page of this Lease and may not be assigned;

          (e) Landlord shall have no obligation to perform any work to Expansion Space B which Tenant agrees to accept in its “as is” physical condition as of Expansion Space B Inclusion Date. Landlord, however, agrees that in the event it approves in writing, on or before the Expansion Space B Inclusion Date, drawings and specifications prepared by Tenant, at its expense, for certain renovation work in Expansion Space B(the “Renovation B Work”) to be performed by BCC at Tenant’s expense, Landlord shall give Tenant, upon BCC’s completion of the Renovation B Work (the “Payment B Date”), a credit to be applied only against BCC’s invoice to Tenant for the Renovation B Work. Said credit (“Renovation B Credit”) shall equal the product of $5.00 and the rentable square foot area of Expansion Space B as solely determined by Landlord, subject to Section 67.1 hereof. All or any portion of the Renovation B Credit that is not utilized by Tenant as of ninety (90) days after the Expansion Space B Inclusion Date shall be forever forfeited and may not be applied against any payment of Minimum Rent, Adjusted Minimum Rent or additional rent due under the Lease. Landlord’s obligation to grant the Renovation B Credit to Tenant shall be strictly conditioned upon Tenant not having breached any term of the Lease on or before the Payment B Date; and

          (f) If Expansion Space B shall not be available for Tenant’s occupancy on Expansion Space B Inclusion Date, for any reason, including the holding over of the prior tenant, then, Landlord and Tenant agree that the failure to have such Expansion Space B available for occupancy by Tenant shall in no way affect the validity of the Lease or the deemed inclusion of Expansion Space B within the Demised Premises as of Expansion Space B Inclusion Date, or the obligations of Tenant hereunder, nor shall the same be construed in any way to extend the term of this Lease.

     26. CONTRACTION OPTION. (A) Subject to the provisions of Section (B) below and Paragraph 27 hereof, Tenant shall have a one-time option to terminate the Lease effective as of either June 30, 1999 or June 30, 2001 with regard only to the Contraction Space (hereinafter defined in Paragraph 28), and the term of the Lease, with regard solely to the Contraction Space,

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shall expire in the same manner and with the same effect as if June 30, 1999 or June 30, 2001, as the case may be, were the date set forth in the Lease for the expiration of the term hereof.

     (B) Tenant’s option to terminate the Lease, with regard only to the Contraction Space, as provided in Paragraph 26(A) above, shall be strictly conditioned upon and subject to each of the following:

1. If Tenant desires to terminate the Lease with regard only to the Contraction Space, Landlord must simultaneously receive (i) Contraction Space Floor Plan (hereinafter defined in Paragraph 27), (ii) written notice stating that Tenant desires to exercise this option and (iii) in the case only of a June 39, 1999 termination date, a certified bank check drawn on a New Jersey banking institution payable to the direct order of Landlord for an amount equal to the produce of $8.50 and the rentable square foot area of the Contraction Space as shown in a Contraction Space Floor Plan which has first been approved in writing by Landlord. Both items described in subsection (i) and (ii) of this Paragraph 26.(B)1., in the case of a June 30, 2001 termination date, must be received by Landlord no later than October 31, 2000 but no sooner than August 1, 2000. All three (3) items described in subsection (i), (ii) and (iii) of this Paragraph 26.(B).1, in the case of a June 30, 1999 termination date, must be received by Landlord no later then October 31, 1998 but not sooner than August 1, 1998;

2. At all times prior to Landlord’s receipt of the Contraction Space Floor Plan and Tenant’s notice described in Paragraph 26.(B)1. above, and all times prior to the applicable termination date, either June 30, 1999 or June 30, 2001, Tenant shall not have been in breach of any of the terms and provisions of the Lease. The conditions contained in this Paragraph 26.(B)2. may be waived by Landlord at its sole discretion and may not be used by Tenant as a means to negate the effectiveness of Tenant’s exercise of this option;

3. This option to terminate the Lease with regard only to the Contraction Space shall be deemed personal to the Tenant named on the first and last page of this Third Amendment of Lease and may not assigned; and

4. Tenant’s exercise of its termination option in accordance with the terms and provisions of this Paragraph 26 shall not constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability, whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted

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Minimum Rent, additional rent and other charges payable by Tenant for the Contraction Space up to and including June 30, 2001 in the case of a June 30, 2001 termination date or June 30, 1999 in the case of a June 30, 1999 termination date.

          27. CONTRACTION SPACE. The precise rentable square foot area, location and configuration of the Contraction Space has not been agreed upon by Landlord and Tenant as of the date hereof. Landlord and Tenant, however, hereby agree that the rentable square foot area of the Demised Premises, as they are constituted on the date Landlord receives the notice referred to in Paragraph 26.(B)1.(ii) hereof. Together with the notice referred to in Paragraph 26.(B)1.(ii) hereof, Tenant shall furnish Landlord, for its written approval, a detailed floor plan (“Contraction Space Floor Plan”) marking the precise rentable square foot area, location and configuration of the Contraction Space Tenant desires to surrender. The Contraction Space Floor Plan, in a form approved in writing by Landlord, shall control the precise rentable square foot area, location and configuration of the Contraction Space Tenant desires to surrender. Landlord shall not unreasonably withhold, delay or condition its written approval to the Contraction Space Floor Plan so long as the Contraction Space depicted therein (i) complies with all applicable building codes and (ii) depicts a single self-contained unit of space whose layout has not irregularities that might adversely affect the marketability of the Contraction Space. If Landlord gives Tenant a written notice unconditionally approving the Contraction Space Floor Plan, then, at a time solely determined by Landlord and at Landlord’s expense, Landlord shall demise, using Building standard means, methods, materials and labor, the Contraction Space from the ret of the Demised Premises. Upon Landlord’s demand, Tenant shall cooperate with Landlord and comply with any directives of Landlord for the purpose of assisting Landlord in satisfying its obligation to Tenant under the immediately preceding sentence. Until Landlord gives Tenant a written notice unconditionally approving the

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Contraction Space Floor Plan, then, the option to surrender the Contraction Space shall be deemed not to have been exercised by Tenant.

          28. SURRENDER OF CONTRACTION SPACE. So long as Tenant has properly exercised this contraction option and that exercise remains binding and enforceable, (i) Tenant shall deliver the Contraction Space to Landlord by either June 30, 1999 or June 30, 2001, as the case may be, in the same physical condition and state of repair that would apply to the Contraction Space as if either June 30, 1999 or June 30, 2001, as the case may be, were the Termination Date. The date (falling only on or after June 30, 1999 or June 30, 2001, as the case may be) by when Tenant has delivered to Landlord the Contraction Space in the physical condition and state of repair as required hereunder is hereinafter called the “Actual Contraction Date.” If the Actual Contraction Date does not occur before either July 1, 1999 or July 1, 2001, as the case may be, then, Tenant shall be deemed a holdover tenant for the Contraction Space and shall be liable to Landlord under Article 55 of the Lease as if either June 30, 1999 or June 30, 2001, as the case may be, were the Termination Date. If, however, it has been adjudged that the Actual Contraction Date failed to occur before either July 1, 1999 or July 1, 2001, as the case may be, solely due to the gross negligence of Landlord, then, notwithstanding the immediately preceding sentence, for each day during the period either July 1, 1999 through the Actual Contraction Date or July 1, 2001 through the Actual Contraction Date, as the case may be, Tenant shall pay 100%, not 200%, of the Adjusted Minimum Rent for said period. Nothing in this Paragraph shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability, whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted Minimum Rent,

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additional rent and other charges payable by Tenant in connection with the Contraction Space, up to and including the Actual Contraction Date.

          29. CONTRACTION SPACE LEASE AMENDMENT. On or about the Actual Contraction Date, Landlord shall deliver to Tenant a notice (a) establishing the Actual Contraction Date, (b) modifying Section 36.2 of the Lease as of the Actual Contraction Date to reflect Landlord’s determination of the reduced rentable square foot area of the Demised Premises, (c) revising Section 36.2 of the Lease as of the Actual Contraction Date to reflect Landlord’s determination of the reduced Tenant’s Occupancy Percentage, (d) changing the Allotted Parking referred to in Section 43.1 of the Lease as of the Actual Contraction Date so that Tenant’s Allotted Parking reflects Landlord’s then applicable Building standard ratio of parking spaces to each 1,000 rentable square feet within the Demised Premises, (e) reducing the Minimum Rent as of the Actual Contraction Date by an amount equal to the product of (1) $16.34 and the rentable square foot area of the Contraction Space for the period (if any) beginning on the Actual Contraction Date and ending on the third (3^rd) anniversary of the Additional Space Commencement Date, (2) $20.90 and the rentable square foot area of the Contraction Space for the period beginning on the day immediately following the third (3^rd) anniversary of the Additional Space Commencement Date and ending on the seventh (7^th) anniversary of the Additional Space Commencement Date and (3) $22.00 and the rentable square foot area of the Contraction Space for the period beginning on the day immediately following the seventh (7^th) anniversary of the Additional Space Commencement Date and ending on the Termination Date; and reciting other pertinent modifications to the Lease that Landlord deems necessary. As of the Actual Contraction Date, Exhibit A (Rental Plan) to the Lease shall be deemed modified to exclude the contraction Space. Tenant shall accept the terms of the notice

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referred to in the first sentence of this Paragraph by signing a copy of said notice and returning it to Landlord within five (5) days after Tenant’s receipt thereof. Tenant’s failure to timely return a fully executed unamended original counterpart of said notice shall constitute Tenant’s express consent with an agreement to all the terms contained in the notice as prepared by Landlord.

          30. SPACE PLANNING REIMBURSEMENT. Tenant hereby represents that it has, as of the date hereof, spent in excess of $50,000.00 on the space planning services of Ralph Mancini Duffy relating solely to the Additional Space. Provided (i) Landlord receives from Tenant, no later than ten (10) days prior to the date hereof, written documentation in form and content satisfactory to landlord evidencing the veracity of Tenant’s representation contained in the first (1^st) sentence of this Paragraph and (ii) Tenant has not breached any term of the Lease, then, on the date hereof, Landlord shall pay Tenant $50,000.00.

          31. FIRST-CLASS BUILDING. Landlord shall endeavor to operate and maintain the Building in a first-class manner and any costs arising from such first-class operation and maintenance Tenant agrees to pay pursuant to Article 36 of the Lease or other applicable provisions of the Lease.

          32. SUBLETTING. As of the Additional Space commencement Date, the last five (5) lines of Section 48.4 of the Lease shall be deemed deleted and replaced by the following language:

48.2 to pay over to Landlord as additional rent hereunder fifty percent (50%) of all consideration (of whatever nature) payable by the prospective sublessee or assignee to Tenant pursuant to such sublease or assignment which exceeds (said excess is hereinafter referred to as “Profit”) the pro rata share of the Adjusted Minimum Rent allocable to the Demised Premises, in the case of an assignment, or to the subleased premises in the case of a sublease, payable by Tenant hereunder. In computing the Profit, tenant may deduct therefrom, to the extent documented as hereinafter provided, those bona fide, out-of-pocket, actual, reasonable and necessary costs negotiated at arms-length directly incurred by Tenant in effectuating

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a sublease or assignment paid to only (A) entities unaffiliated with Tenant for brokerage and legal services and (B) Bellemead Construction Corporation for construction work. For purposes of computing Profit, the costs referred to in the immediately preceding sentence shall be amortized over the term of the sublease or the remaining term of the Lease in the event of an assignment. Tenant shall promptly provide Landlord with (i) an affidavit sworn to by Tenant setting forth in detail the permitted deductions from Profit and (ii) proof of payment for said permitted deductions from Profit.

          33. BUILDING PURCHASE OPTION. If Landlord receives a bona fide good faith offer in writing from a Qualified Purchaser (hereinafter defined) to purchase a fee simple absolute interest in only the Real Estate, Landlord shall (provided Tenant has not breached any term of the Lease, sublet all or any part of the Demised Premises and/or assigned the Lease) give Tenant in writing a notice inviting Tenant (“Invitation Notice”) to submit a contract of sale for landlord’s execution covering the Real Estate. If Landlord and Tenant fail to execute and unconditionally deliver to each other a fully binding contract of sale for the Real Estate within ten (10) days after Landlord gives Tenant the Invitation Notice, Tenant shall have no further rights and Landlord shall have no further obligations under this Paragraph. A Qualified Purchaser shall mean any person or entity, except (1) any person or entity who may acquire the Real Estate through a sale in foreclosure or a deed given in lieu of foreclosure, (2) any governmental entity that may acquire the Real Estate by exercise of the power of eminent domain, (3) an affiliate, subsidiary, related entity, parent, partner or stockholder of Landlord and (4) a joint venture, syndicate or partnership (general, limited or otherwise) in which any interest is held by Landlord, its affiliate, subsidiary, related entity, parent, partner or stockholder. The entitlement to an Invitation Notice shall be deemed personal to Tenant named on the first and last page of this Third Amendment of Lease and may not be assigned.

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FOURTH AMENDMENT OF LEASE

     This FOURTH AMENDMENT OF LEASE is made as of the 12 th day of December 1996 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o Bellemead Management Co., Inc., 280 Corporate Center, 4 Becker Farm Road, Third Floor, Roseland, New Jersey 07068-3788 (hereinafter called “Landlord”) and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 0854Q (hereinafter called “Tenant”).

W I T N E S S E T H :

     WHEREAS:

     A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January 5, 1987, November 27, 1990 and December 27, 1995 (said lease as it was or may hereafter be amended is hereinafter called the “Lease”) with respect to a portion (“Demised Premises”) of the building known as 5 Independence Way, Princeton, New Jersey (“Building”); and

     B. Landlord and Tenant are desirous of amending the Lease in certain respects.

     NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

     1. DEFINED TERMS . Except as specifically provided otherwise in this Fourth Amendment of Lease, all defined terms contained in this Fourth Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

     2. CREDIT DEMAND NOTICE . As of the date hereof, the date “December 31, 1996”, found on lines 3-4 of Paragraph 5.(A) to the Third Amendment of Lease dated as of December 27, 1995 between Landlord and Tenant, shall be deemed changed to “March 31, 1997”.

     3. CORPORATE AUTHORITY . Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Fourth Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

     4. LEASE RATIFICATION . Except as expressly amended by this Fourth Amendment of Lease, that certain Third Amendment of Lease dated December 27, 1995, that certain Second Amendment of Lease dated November 27, 1990, that certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease, and all terms, covenants and conditions thereof, shall remain in full force and effect and is hereby in all respects ratified and confirmed.

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     5. NO ORAL CHANGES . This Fourth Amendment of Lease may not be changed orally, but only by a writing signed by both Landlord and Tenant.

     6. NO DEFAULT . Tenant confirms that (i) Landlord has complied with all of its obligations contained in the Lease and (ii) no event has occurred and no condition exists which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease.

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FIFTH AMENDMENT OF LEASE

          This FIFTH AMENDMENT OF LEASE is made as of the ___ day of February, 1998 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, (“Landlord”) having an address at PW/MS Management Co., Inc., c/o Gale & Wentworth, LLC, Park Avenue at Morris County, 200 Campus Drive, Suite 200, Florham Park, New Jersey 07932-1007 and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 08540 (hereinafter called “Tenant”).

W I T N E S S E T H:

          WHEREAS:

          A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January 5, 1987, November 27, 1990, December 27, 1995 and December 12, 1996 (said lease as it was or may hereafter be amended is hereinafter called the “Lease”) with respect to a portion (“Demised Premises”) of the building known as 5 Independence Way, Princeton, New Jersey (“Building”), for a term ending on July 31, 2006 or on such earlier date upon which said term may expire or be terminated pursuant to any conditions of limitation or other provisions of the Lease or pursuant to law; and

          B. Tenant is desirous of increasing the size of the Demised Premises by the addition of 2,500 rentable square feet (“Additional Space”) on the first (1^st) floor of the Building, as illustrated on Schedule A, attached hereto and made a part hereof.

          NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

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          1. DEFINED TERMS. Except as specifically provided otherwise in this Fifth Amendment of Lease, all defined terms contained in this Fifth Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

          2. ADDITIONAL SPACE COMMENCEMENT DATE. The Demised Premises shall be deemed expanded to include the Additional Space on (“Additional Space Commencement Date”) March 1, 1998 As of the Additional Space commencement Date, the attached Schedule A shall be added to and become a part of Exhibit A (Rental Plan) to the Lease. On or about the Additional Space Commencement Date, Landlord may deliver to Tenant a notice (“Additional Space Commencement Date Notice”) confirming, among other things, the inclusion of the Additional Space Commencement Date. If Tenant receives the Additional Space Commencement Date Notice, Tenant shall sign same and return it fully executed to Landlord within five (5) days after Tenant’s receipt thereto. Tenant’s failure to timely return a fully executed unamended original counterpart of the Additional Space commencement Date Notice shall constitute Tenant’s express consent with and agreement to all the terms contained in the Additional Space Commencement Date Notice as prepared by Landlord.

          3. CONDITION OF ADDITIONAL SPACE. As of the Additional Space Commencement Date, Tenant shall be deemed to have accepted the Additional Space in its then “as is” physical condition and state of repair. In that regard, Landlord shall have no obligation to do any work or perform any services with respect to the Additional Space or grant Tenant any construction allowance, except that Landlord, at its expense, shall once, using Building standard means, methods, materials and manpower, (i) patch and paint those walls of the Demised Premises, as selected by Landlord and (ii) clean areas of carpeting in the Demised Premises, as determined by Landlord.

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          4. MINIMUM RENT. The Lease is hereby amended to provide that the Minimum Rent, on an annual basis, shall be:

(i) SEVEN HUNDRED NINETY FIVE THOUSAND ONE HUNDRED FIFTY THREE AND 42/100 DOLLARS ($795,153.42) for the period commencing on July 1, 1996 and ending on February 28, 1998, payable in advance on the first day of each calendar month in equal monthly installments of SIXTY SIX THOUSAND TWO HUNDRED SIXTY TWO AND 79/100 DOLLARS ($66,262.79);

(ii) EIGHT HUNDRED FORTY SEVEN THOUSAND SIX HUNDRED FIFTY THREE AND 42/100 DOLLARS ($847,653.42) for the period commencing on March 1, 1998 and ending on June 30, 1999, payable in advance on the first day of each calendar month in equal monthly installments of SEVENTY THOUSAND SIX HUNDRED THIRTY SEVEN AND 79/100 DOLLARS ($70,637.79);

(iii) ONE MILLION SIXTY NINE THOUSAND FIVE HUNDRED FIFTY SIX AND 70/100 DOLLARS ($1,069,556.70) for the period commencing on July 1, 1999 and ending on the last day of February in 2003, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND ONE HUNDRED TWENTY NINE AND 73/100 DOLLARS ($89,129.73);

(iv) ONE MILLION SEVENTEEN THOUSAND FIFTY SIX AND 70/100 DOLLARS ($1,017,056.70) for the period commencing on March 1, 2003 and ending on June 30, 2003, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY FOUR THOUSAND SEVEN HUNDRED FIFTY FOUR AND 73/100 DOLLARS ($84,754.73); and

(v) ONE MILLION SEVENTY THOUSAND FIVE HUNDRED EIGHTY SIX AND 00/100 DOLLARS ($1,070,586.00) for the period commencing on July 1, 2003 and ending on July 31, 2006, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND TWO HUNDRED FIFTEEN AND 50/100 DOLLARS ($89,215.50).

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          5. SIZE OF ADDITIONAL SPACE. Section 36.2 of the Lease shall be amended as of the date hereof to provide that, only for the period beginning on the Additional Space Commencement Date until the Actual Surrender Date (hereinafter defined in Paragraph 6), (i) the Demised Premises shall be deemed to contain a floor area of 51,163 square feet and (ii) the Occupancy Percentage shall be 46%. For the period beginning on the day following the Actual Surrender date until July 31, 2006, Section 36.2 of the Lease shall be amended to provide that (a) the Demised Premises shall be deemed to contain a floor area of 48,663 square feet and (b) the Occupancy Percentage shall be 43%.

          6. SURRENDER OF ADDITIONAL SPACE. Tenant shall deliver the Additional Space to Landlord by January 31, 2003 in the same physical condition and state of repair that would apply to the Additional Space as if January 31, 2003 were the Termination Date. January 31, 2003 is hereinafter referred to as the “Schedule Surrender Date.” The earliest date after the Schedule surrender Date by when Tenant has delivered to Landlord the Additional Space in the physical condition and state of repair as required hereunder is hereinafter called the “Actual Surrender Date.” If the Actual Surrender Date fails to occur by the Schedule Surrender Date, then, Tenant shall be deemed a holdover tenant at sufferance for the Additional Space and shall be liable to landlord under Article 55 of the Lease as if the Schedule surrender Date were the Termination Date. As of the Actual Surrender Date, Exhibit A to the Lease shall be deemed to have excluded therefrom the Additional Space. Nothing in this Fifth Amendment of Lease shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability, whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent

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and other charges payable by Tenant in connection with the Additional Space, up to and including the Actual Surrender Date.

          7. PARKING. For the period commencing on the Additional Space commencement Date and ending on the Schedule Surrender Date, Tenant’s Allotted Parking referenced in Section 43.1 of the Lease shall be for one hundred sixty eight (168) cars.

          8. BROKERAGE. Tenant represents that it has had no dealings or communications with any real estate broker or agent in connection with this Fifth Amendment of Lease. Tenant agrees to defend indemnify and hold Landlord, its affiliates and/or subsidiaries and the partners, directors, officers of Landlord and its affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including attorney’s fees, court costs and disbursements) for an commission or other compensation claimed by any broker or agent with whom Tenant dealt or communicated relating to this Fifth Amendment of Lease.

          9. CORPORATE AUTHORITY. Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Fifth Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

          10. LEASE RATIFICATION. Except as expressly amended by this Fifth Amendment of Lease, that certain Fourth Amendment of Lease dated December 12, 1996, that certain Third Amendment of lease dated December 27, 1995, that certain Second Amendment of Lease dated November 27, 1990, that certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease, and all terms, covenants and

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conditions thereto, shall remain in full force and effect and is hereby in all respects ratified and confirmed.

          11. NO ORAL CHANGES. This Fifth Amendment of Lease may not be changed orally, but only by a writing signed by both Landlord and Tenant.

          12. NO DEFAULT. Tenant confirms that (i) Landlord has complied with all of its obligations contained in the Lease and (ii) no event has occurred and no condition exists which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease.

          13. SECURITY. Tenant shall deposit with Landlord on the date hereof the sum of FOUR THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($4,375.00) as additional security for the faithful performance and observance by Tenant of the terms, provisions and conditions of the Lease. As of the earliest date after the date hereof on which Landlord first holds a security deposit form Tenant equal to ONE HUNDRED FOUR THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($104,375.000), the first (1^st) sentence of Article 33 of the Lease shall be deemed to read as follows:

Tenant has deposited with landlord the sum of ONE HUNDRED FOUR THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($104,375.00) as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of the Lease.

In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith deposit with Landlord a sum so that at all times the amount held by Landlord as security shall not be less than ONE HUNDRED FOUR THOUSAND THREE HUNDRED SEVENTY FIVE AND 00/100 DOLLARS ($104,375.00).

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          IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment of Lease to be executed on the day and year first written above.

SIGNED, sealed and delivered

WITNESSED BY:		LANDLORD:
		5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
		By:
			Edward M. Schotz
Name:			General Partner
	(Please Print)
ATTESTED BY:		AGENT FOR LANDLORD:
		PW/MS MANAGEMENT CO., INC. By: Gale & Wentworth, LLC
			By:
Marc Leonard Ripp, Esq. Secretary			Robert R. Martie      Senior Vice President
ATTESTED BY:		TENANT:
		TOTAL RESEARCH CORPORATION
		By:
Name:			Name:
	(Please Print)		(Please Print)
Title:	Corporate Secretary		Title:
			(Please Print)
APPLY CORPORATE SEAL HERE

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SIXTH AMENDMENT OF LEASE

This SIXTH AMENDMENT OF LEASE is made as of the                      day of September, 1999 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership (“Landlord”) having an address at PW/MS Management Co., Inc., c/o Gale & Wentworth, LLC, Park Avenue at Morris County, 200 Campus Drive, Suite 200, Florham Park, New Jersey 07932-1007 and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 08540 (hereinafter called “Tenant”).

W I T N E S S E T H:

          WHEREAS:

          A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January 5, 1987, November 27, 1990, December 27, 1995, December 12, 1996 and February 19, 1998 (said lease as it was or may hereafter be amended is hereinafter called the “Lease”) with respect to a portion (“Demised Premises”) of the building known as 5 Independence Way, Princeton, New Jersey (“Building), for a term ending on July 31, 2006 or on such earlier date upon which said term may expire or be terminated pursuant to any conditions of limitation or other provisions of the Lease or pursuant to law; and

          B. Tenant is desirous of increasing the size of the Demised Premises by the addition of 4,563 rentable square feet (“Growth Space”) on the first (1^st) floor of the Building, as illustrated on Schedule A, attached hereto and made a part hereof.

          NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

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          1. DEFINED TERMS. Except as specifically provided otherwise in this Sixth Amendment of Lease, all defined terms contained in this Sixth Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

          2. GROWTH SPACE COMMENCEMENT DATE. The Demised Premises shall be deemed expanded to included the Growth Space on the earlier of (“Growth Space Commencement Date”) (i) the day Tenant occupies all or any part of the Growth Space of (ii) three (3) days after the date, as established by Landlord and communicated by Landlord to Tenant, on which Landlord has substantially completed the work described on (a) the Space Plan, attached hereto as Schedule B, and made a part hereof and (b) the Leasehold Improvement Specifications, attached hereto as Schedule B-1and made a part hereof. If substantial completion of the work described on Schedules B and B-1 hereof is postponed by reason of any delays beyond the reasonable control of Landlord (including, but not limited to, delays caused by Tenant and extras and change orders requested by Tenant), then, the date by when Landlord shall have substantially completed such work shall be deemed to be the date, as determined by Landlord, by when such work would have been substantially completed but for those delays beyond the reasonable control of Landlord (including, but not limited to, delays caused by Tenant and extras and change orders requested by Tenant). As of the Growth Space Commencement Date, the attached Schedule A shall be added to and become a part of Exhibit A (Rental Plan) to the Lease. On or about the Growth Space Commencement Date, landlord may deliver to Tenant a notice (“Growth Space Commencement Date Notice”) confirming among other things, the inclusion of the Growth Space within the Demised Premises as of the Growth Space Commencement Date. If Tenant receives the Growth Space Commencement Date Notice, Tenant shall sign same and return it fully executed to Landlord within five (5) days after

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Tenant’s receipt thereof. Tenant’s failure to timely return a fully executed unamended original counterpart of the Growth Space Commencement Date Notice shall constitute Tenant’s express consent with and agreement to all the terms contained in the Growth Space Commencement Date Notice as Prepared by Landlord.

          3. CONDITION OF GROWTH SPACE. As of the Growth Space Commencement Date, Tenant shall be deemed to have accepted the Growth Space in its then “as is” physical condition and state of repair. In that regard, Landlord shall have no obligation to do any work or perform any services with respect to the Growth Space or grant Tenant any construction allowance, except that Landlord, at its expense, shall once, using Building standard means, methods, materials and manpower, perform the work described on Schedules B and B-1. Tenant agrees that, as of the date hereof, Tenant owes Landlord $33,046.00 as additional rent. If Landlord performs any additional work or work differing from that shown on Schedules B and B-1, Tenant shall pay Landlord’s entire charge therefor as additional rent and upon Landlord’s demand. Tenant shall pay landlord said $33,046 as additional rent in two 92) installments. The first (1^st) installment of $11,015.00 shall be due as additional rent from Tenant to landlord on the date hereof. The second (2^nd) and final installment of $22,031.00 shall be due as additional rent from Tenant to Landlord on the date, established by Landlord, when the work described in Schedules B and B-1 is substantially complete. If Tenant fails to pay Landlord the first (1^st) of said two (2) installments when due, then, the second (2^nd) and final installment shall be automatically accelerated and immediately due and payable at once. If less than all the work shown on Schedules B and B-1 is performed, Tenant shall forever forfeit its entitlement to the unperformed work and waive and release Landlord from any claim for a credit associated with such unperformed work.

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          4. MINIMUM RENT. The Lease shall be deemed amended to provide that the Minimum Rent, on an annual basis is:

(i) ONE MILLION SIXTY NINE THOUSAND FIVE HUNDRED FIFTY SIX AND 70/100 DOLLARS ($1,069,556.70) for the period commencing on July 1, 1999 and ending on the day immediately preceding the Growth Space Commencement Date, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND ONE HUNDRED TWENTY NINE AND 73/100 DOLLARS ($89,129.73);

(ii) ONE MILLION ONE HUNDRED EIGHTY THREE THOUSAND ONE HUNDRED SEVENTY FIVE AND 46/100 DOLLARS ($1,183,175.46) for the period commencing on the Growth Space Commencement Date and ending on February 28, 2003, payable in advance on the first day of each calendar month in equal monthly installments of NINETY EIGHT THOUSAND FIVE HUNDRED NINETY SEVEN AND 96/100 DOLLARS ($98,597.96);

(iii) If the Scheduled Surrender Date occurs on or before June 30, 2003, then

(a) for the period beginning on March 1, 2003 and ending on the day immediately preceding the Scheduled Surrender Date, the annual Minimum Rent shall be ONE MILLION ONE HUNDRED THIRTY THOUSAND SIX HUNDRED SEVENTY FIVE AND 46/100 DOLLARS ($1,130,675.46), payable in advance on the first day of each calendar month in equal monthly installments of NINETY FOUR THOUSAND TWO HUNDRED TWENTY TWO AND 96/100 DOLLARS ($94,222.96);

(b) for the period beginning on the Scheduled Surrender Date and ending on June 30, 2003, the annual Minimum Rent shall be ONE MILLION SEVENTEEN THOUSAND FIFTY SIX AND 70/100 DOLLARS ($1,017,056.70), payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY FOUR THOUSAND SEVEN HUNDRED FIFTY FOUR AND 73/100 DOLLARS ($84,754.73);

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(c) for the period beginning on July 1, 2003 and ending on July 31, 2006, the annual Minimum Rent shall be ONE MILLION SEVENTY THOUSAND FIVE HUNDRED EIGHTY SIX AND 00/100 DOLLARS ($1,070,586.00), payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND TWO HUNDRED FIFTEEN AND 50/100 DOLLARS ($89,215.50).

(iv) If the Scheduled Surrender Date occurs after June 30, 2003, then

(a) for the period beginning on July 1, 2003 and ending on the day immediately preceding the Schedule Surrender Date, the annual Minimum Rent shall be ONE MILLION ONE HUNDRED EIGHTY FOUR THOUSAND TWO HUNDRED FOUR AND 76/100 DOLLARS ($1,184,204.76), payable in advance on the first day of each calendar month in equal monthly installments of NINETY EIGHT THOUSAND SIX HUNDRED EIGHTY THREE AND 73/100 DOLLARS ($98,683.73); and

(b) for the period beginning on the Scheduled Surrender Date and ending on July 31, 2006, the annual Minimum Rent shall be ONE MILLION SEVENTY THOUSAND FIVE HUNDRED EIGHTY SIX and 00/100 DOLLARS ($1,070,586.00), payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY NINE THOUSAND TWO HUNDRED FIFTEEN AND 50/100 DOLLARS ($89,215.50).

          5. SIZE OF GROWTH SPACE. (A) Section 36.2 of the Lease shall be amended as of the date hereof to provide that, only for the period beginning on the Growth Space Commencement Date until the Actual Surrender Date [hereinafter defined in Paragraph 6.(B) hereof], (i) the Demised Premises shall be deemed to contain a floor area of 55,726 square feet and (ii) the Occupancy Percentage shall be 49.21%. For the period beginning on the day following the Actual Surrender Date until July 31, 2006, Section 36.2 of the Lease shall be

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amended to provide that (a) the Demised Premises shall be deemed to contain a floor area of 51,163 square feet and (b) the Occupancy Percentage shall be 46%.

          (B) Notwithstanding anything contained to the contrary in subsection (A) hereof, on the day that the 2,500 rentable square foot unit is delivered, as required by Section 6 of that certain Fifth Amendment of Lease dated as of February 19, 1998 between Landlord and Tenant, (i) the floor area of the Demised Premises shall be deemed reduced by 2,500 square feet and (ii) the Occupancy Percentage shall be deemed reduced by 2.2%, which represents the quotient of 2,500 and 113,244.

          6. SURRENDER OF GROWTH SPACE. (A) The Scheduled Surrender Date shall mean the date falling forty-two (42) months after the Growth Space Commencement Date. If, however, (i) any sublease or other shared occupancy agreement encumbering all or any part of the Demised Premises as of the date hereof is extended, renewed, expanded or modified, or (ii) any assignee, subtenant or other user or tenant, who is not in occupancy of all or any part of the Demised Premises as of the date hereof, takes occupancy of all or any part of the Demised Premises after the date hereof, then, at Landlord’s sole option, Landlord may at any time change the definition of the Scheduled Surrender Date so that it means the date falling sixty (60) months, not forty-two (42) months, after the Growth Space Commencement Date. If Landlord so exercises its option described in the preceding sentence, Tenant shall be strictly bound by the changed definition of the Schedule Surrender Date.

          (B) Tenant shall deliver the Growth Space to Landlord by the Scheduled Surrender Date in the same physical condition and state of repair that would apply to the Growth Space as if the Scheduled Surrender Date were the Termination Date. The earliest date after the Schedule Surrender Date by when Tenant has delivered to Landlord the Growth Space in the physical

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condition and state of repair as required hereunder is hereinafter called the “Actual Surrender Date.” If the Actual Surrender Date fails to occur by the Schedule Surrender Date, then, Tenant shall be deemed a holdover tenant at sufferance for the Growth Space and shall be liable to Landlord under Article 55 of the Lease as if the Schedule Surrender Date were the Termination Date. As of the Actual Surrender Date, Exhibit A to the Lease shall be deemed to have excluded therefrom the Growth Space shown on Schedule A hereof. Nothing in this Sixth Amendment of Lease shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability, whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent and other charges payable by Tenant in connection with the Growth Space, up to and including the Actual Surrender Date.

          7. PARKING. For the period commencing on the Growth Space Commencement Date and ending on the Scheduled Surrender Date, Tenant’s Allotted Parking referenced in Section 43.1 of the Lease shall be for one hundred eighty six (186) cars.

          8. BROKERAGE. Tenant represents that it has had no dealings or communications with any real estate broker or agent in connection with this Sixth Amendment of Lease, except Gale &Wentworth Real Estate Advisors, LLC. Tenant agrees to defend indemnify and hold Landlord, its affiliates and/or subsidiaries and the partners, directors, officers of Landlord and its affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including attorney’s fees, court costs and disbursements) for any commission or other compensation claimed by any broker or agent (except Gale & Wentworth Real Estate Advisors, LLC) with whom Tenant dealt or communicated relating to this Sixth Amendment of Lease.

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          9. CORPORATE AUTHORITY. Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Sixth Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

          10. LEASE RATIFICATION. Except as expressly amended by this Sixth Amendment of Lease, that certain Fifth Amendment of Lease dated February 19, 1998, that certain Fourth Amendment of Lease dated December 12, 1996, that certain Third Amendment of Lease dated December 27, 1995, that certain Second Amendment of Lease dated November 27, 1990, that certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease, and all terms, covenants and conditions thereof, shall remain in full force and effect and is hereby in all respects ratified and confirmed.

          11. NO ORAL CHANGES. This Sixth Amendment of Lease may not be changed orally, but only by a writing signed by both Landlord and Tenant.

          12. NO DEFAULT. Tenant confirms that (i) Landlord has complied with all of its obligations contained in the Lease and (ii) no event has occurred and no condition exists which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease.

          13. SECURITY. Tenant shall deposit with Landlord on the date hereof the sum of NINE THOUSAND FOUR HUNDRED SIXTY EIGHT AND 23/100 DOLLARS ($9,468.23) as additional security for the faithful performance and observance by Tenant of the terms, provisions and conditions of the Lease. As of the earliest date after the day hereof on which Landlord first holds a security deposit from Tenant equal to ONE HUNDRED FOURTEEN

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THOUSAND FOUR HUNDRED SIXTY EIGHT AND 23/100 DOLLARS ($114,468.23), the first (1^st) sentence of Article 33 to the Lease shall be deemed to read as follows:

Tenant has deposited with Landlord the sum of ONE HUNDRED FOURTEEN THOUSAND FOUR HUNDRED SIXTY EIGHT AND 23/100 DOLLARS ($114,468.23) as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of the Lease.

In the event Landlord applies or retains any portion or all of the security deposited, Tenant shall forthwith deposit with Landlord a sum so that all times the amount held by Landlord as security shall not be less than ONE HUNDRED FOURTEEN THOUSAND FOUR HUNDRED SIXTY EIGHT AND 23/100 DOLLARS ($114,468.23).

     14. NOTICES. Supplementing and modifying Section 57.1 of the Lease, on and after the date hereof, all notices or demands to Landlord from tenant shall be invalid unless, and shall be valid only if, in writing, sent postage prepaid via certified mail, return receipt requested and addressed to landlord as follows:

5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
PW/MS Management Co., Inc.
c/o Gale & Wentworth, LLC
Park Avenue at Morris County
200 Campus Drive, Suite 200
Florham Park, New Jersey 07932-1007
Attention: Marc Leonard Ripp, Esq.
         General Counsel

     15. NON-BINDING DRAFT. The mailing or delivery of this document or any draft of this document by Landlord or its agent to Tenant, its agent or attorney shall not be deemed an offer by the Landlord on the terms set forth in this Document or draft, and this document or draft may be withdrawn or modified by Landlord it its agent any time and for any reason. The purpose of this section is to place Tenant on notice that this document or draft shall not be effective, nor shall Tenant have any rights with respect hereto, unless and until Landlord shall execute and accept this document. No representations or promises shall be binding on the parties

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hereto except those representations and promises contained in a fully executed copy of this document or in some future writing signed by Landlord and Tenant.

          16. NO BUILDING CAFETERIA. Tenant agrees and understands that Landlord shall have no obligation whatsoever to make available for Tenant’s use in the Building a cafeteria, restaurant or any other kind of eating establishment or food service. To the extent any such cafeteria, restaurant, eating establishment or food service existed, exists today or may exist hereafter in the Building, Tenant agrees that Landlord shall have no obligation whatsoever to assure that such operation remains open. Tenant agrees that the absence in the Building of, or the closure of, a cafeteria, restaurant, eating establishment or food service in the Building shall not (i) constitute a breach or default by Landlord under the Lease, (ii) render landlord responsible for any damages that Tenant may sustain or inconvenience that it may suffer, (iii) entitle Tenant to any compensation from Landlord or to any rental abatement, diminution or set-off under the Lease, (iv) release Tenant from its obligations under the Lease and/or (v) constitute an actual, constructive or partial eviction of Tenant.

          17. NO EXPANSION OPTIONS. As of the date hereof, (i) any rights of first offer, rights of first refusal, rights of first negotiation or any other expansion options, rights privileges or opportunities (hereinafter collectively referred to as “Expansion Rights”) that Tenant may have under the Lease or otherwise shall be deemed without legal force, (ii) any exercise or attempted exercise of any Expansion Rights by Tenant shall be deemed ineffective and (iii) all of Landlord’s duties, liabilities, obligations, responsibilities and commitments incidental to such Expansion Rights shall be deemed null and void.

          18. AFTER-HOURS HVAC. Supplementing and modifying the first (1^st) sentence of Section 39.2 of the Lease, with regard to any after-hours air conditioning, ventilation or heating:

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(a) supplied at any time between October 1 and March 31 to all or any part of the Demised Premises on or after the date hereof, Tenant shall pay to Landlord, as additional rent and upon Landlord’s demand, a sum equal to $75.00 an hour [subject to the last two (2) sentences of Section 39.2 to the Lease] and (b) supplied at any time between April 1 and September 30 to all or any part of the Demised Premises on or after the date hereof, Tenant shall pay Landlord, as additional rent and upon landlord’s demand, a sum equal to $55.00 an hour [subject to the last two (2) sentences of Section 39.2 to the Lease].

          19. DISCOUNTED AFTER-HOURS HVAC. Notwithstanding the provisions of Paragraph 18 hereof, at all times after the date hereof, Landlord shall not charge Tenant more than $35.00 an hour [subject to the last two (2) sentences of Section 39.2 to the Lease] for the first one hundred (100) hours of after-hours air conditioning, ventilation or heating, as the case may be during each calendar year. If all or any part of aid one hundred (100) hours of discounted after-hours air conditioning, ventilation or heating, as the case may be, is not furnished to Tenant in any calendar year, the credits associated with said discounted hours (a) shall be null and void, (b) shall not apply to any subsequent calendar year, 9c) shall not apply after the expiration or earlier termination of the Lease and (d) shall not reduce the Minimum Rent, Adjusted Minimum Rent or additional rent payable under the Lease.

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          IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment of Lease to be executed on the date and year first written above.

SIGNED and delivered

ATTESTED BY:		LANDLORD:
		5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
		By:	PW/MS OP SUB I, LLC
			By:	Gale & Wentworth Real Estate Advisors, LLC
				By:
Marc Leonard Ripp, Esq.					Robert R. Martie
Corporate Secretary					Senior Vice President
ATTESTED BY:		AGENT FOR LANDLORD:
		PW/MS MANAGEMENT CO., INC.
		By:	Gale & Wentworth Real Estate Advisors, LLC
			By:
Marc Leonard Ripp, Esq.				Robert R. Martie
Corporate Secretary				Senior Vice President
APPLY CORPORATE SEAL HERE
ATTESTED BY:		TENANT:
		TOTAL RESEARCH CORPORATION
		By:
			Eric Zissman
			Chief Financial Officer
Name:
	(please print)
Title:	Corporate Secretary
APPLY CORPORATE SEAL HERE

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SCHEDULE A

Floor Plan of 4,563 Rentable Square Foot Growth Space

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SCHEDULE A

Rental Plan — Growth Space

FIRST FLOOR PLAN

[No Diagram Shown]

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SCHEDULE B

Space Plan

[No Diagram Shown]

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SEVENTH AMENDMENT OF LEASE

     This SEVENTH AMENDMENT OF LEASE is made as of the 15 th day of December, 2000 between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o P/W Management Co., Inc., c/o Gale & Wentworth, LLC, Park Avenue at Morris County, 200 Campus Drive, Suite 200, Florham Park, New Jersey 07932-1007 (hereinafter called “ Landlord ”) and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an office at 5 Independence Way, Princeton, New Jersey 08540 (hereinafter called “ Tenant ”).

WITNESSETH:

     WHEREAS:

     A. Bellemead Development Corporation, predecessor-in-interest to Landlord, and Tenant heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January 5, 1987, November 27, 1990, December 27, 1995, December 12, 1996, February 19, 1998, June 15, 1998, September 28, 1999 and January 17, 2000 (said lease as it was or may hereafter be amended is hereinafter called the “ Lease ”) with respect to a portion (“ Demised Premises ”) of the building known as 5 Independence Way, Princeton, New Jersey (“ Building ”); and

     B. Tenant is desirous of (i) reducing the size of the Demised Premises by surrendering 9,702 rentable square feet (“ Surrender Space ”) on the second (2 nd ) floor of the Building, as illustrated on Schedule A attached hereto and made a part hereof and (ii) extending the term with respect to 4,563 rentable square feet (“ Growth Space ”) on the first (1 st ) floor of the Building, as illustrated on Schedule B attached hereto and made a part hereof, so that it expires on May 31, 2004 (“ Growth Space Termination Date ”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto modify the Lease as follows:

1. DEFINED TERMS . Except as specifically provided otherwise in this Seventh Amendment of Lease, all defined terms contained in this Seventh Amendment of Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

2. SURRENDER SPACE. The “Requested Surrender Date ” is herein defined as December 31, 2000. Tenant shall deliver possession of the Surrender Space to Landlord by the Requested Surrender Date in the same physical condition and state of repair that would apply to the Surrender Space as if the Requested Surrender Date were the Termination Date with respect thereto. The earliest date after the Requested Surrender Date by when Tenant has delivered to Landlord the Surrender Space in the physical condition and state of repair as required hereunder is hereinafter called the“ Actual Surrender Date ”. If the Actual Surrender Date fails to occur by the Requested Surrender Date, then Tenant shall be deemed a holdover tenant for the Surrender Space and shall be liable to Landlord under Article 55 of the Lease as if December 31, 2000 were the Termination Date with respect to the Surrender Space. As of the Actual Surrender Date,

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Exhibit A (Rental Plan) to the Lease shall be deemed to have excluded therefrom the Surrender Space. Nothing in this Paragraph shall be deemed to constitute a release or discharge of Tenant with respect to any outstanding and unsatisfied obligation or liability, whether unbilled or calculated, accrued or incurred under the Lease, such as, but not limited to, Minimum Rent, Adjusted Minimum Rent, additional rent and other charges payable by Tenant in connection with the Surrender Space for the period up to and including January 15, 2001.

     Tenant shall not have any legal or equitable right or interest in or to the Surrender Space after the Requested Surrender Date. As of the date hereof, Tenant hereby releases Landlord from and against all claims, demands, liabilities, costs and expenses arising out of the Lease in connection with the Surrender Space which Tenant ever had, now has or shall hereafter have against Landlord. In consideration for Landlord’s agreement to accept the Surrender Space Tenant agrees to pay to Landlord a fee (the ‘ Termination Fee ”) in the amount of Fifty-Nine Thousand Two Hundred Eighty-One Dollars (59,281 which Termination Fee shall be due in immediately available funds immediately upon execution of this Agreement as a condition precedent to Landlord’s obligation to accept the Surrender Space. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord and Tenant agree that as additional consideration for Landlord’s agreement to accept the Surrender Space, Tenant agrees to pay to Landlord the full installment of Minimum Rent, Adjusted Minimum Rent, additional rent and other charges payable by Tenant in connection with the Surrender Space due for the period up to and including January 15, 2001; any amounts so paid by Tenant (including any payments made in advance) shall not be refunded to Tenant after the Actual Surrender Date. Tenant acknowledges and agrees that the foregoing shall not serve to minimize or limit Tenant’s liability as a holdover Tenant in the event Tenant were to fail to tender possession of the Surrender Space to Landlord on or prior to the Requested Surrender Date.

     3. TERMINATION DATE . Notwithstanding anything to the contrary contained in the Lease, the date set forth in the Lease for the expiration of the term thereof with respect to the Growth Space is hereby modified so that the Termination Date therefor shall be May 31, 2004, which date shall be deemed the “ Scheduled Surrendered Date ” with respect to the Growth Space for all purposes under the Lease.

     4. MINIMUM RENT . The Lease is hereby amended to provide that the Minimum Rent, on an annual basis, shall be:

(i) ONE MILLION SIXTY-NINE THOUSAND FIVE HUNDRED FIFTY-SIX AND 70/100 DOLLARS ($1,069,556.70) for the period commencing on July 1, 1999 and ending on November 30, 1999, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY-NINE THOUSAND ONE HUNDRED TWENTY-NINE AND 73/100 DOLLARS ($89,129,73);

(ii) ONE MILLION ONE HUNDRED EIGHTY-THREE THOUSAND ONE HUNDRED SEVENTY-FIVE AND 46/100 DOLLARS ($1,183,175.46) for the period commencing on December 1, 1999 and ending on January 15, 2001, payable in advance on the first day of each calendar month in equal monthly installments of NINETY-EIGHT THOUSAND FIVE HUNDRED NINETY-SEVEN AND 96/100 DOLLARS ($98,597.96);

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(iii) NINE HUNDRED EIGHTY THOUSAND FOUR HUNDRED THREE AND 72/100 DOLLARS ($980,403.72) for the period commencing on January 16, 2001 and ending on February 28, 2003 (which date shall be the Scheduled Surrender Date under the Fifth Amendment of Lease), payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY-ONE THOUSAND SEVEN HUNDRED AND 31/100 DOLLARS ($81,700.31);

(iv) NINE HUNDRED TWENTY-SEVEN THOUSAND NINE HUNDRED THREE AND 72/100 DOLLARS ($927,903.72) for the period commencing on March 1, 2003 and ending on June 30, 2003, payable in advance on the first day of each calendar month in equal monthly installments of SEVENTY-SEVEN THOUSAND THREE HUNDRED TWENTY-FIVE AND 31/100 DOLLARS ($77,325.31);

(v) NINE HUNDRED SEVENTY THOUSAND SEVEN HUNDRED SIXTY AND 76/100 DOLLARS ($970,760.76) for the period commencing on July 1, 2003 and ending on May 31, 2004, payable in advance on the first day of each calendar month in equal monthly installments of EIGHTY THOUSAND EIGHT HUNDRED NINETY-SIX AND 73/100 DOLLARS ($80,896.73); and

(vi) EIGHT HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED FORTY-TWO AND 00/100 DOLLARS ($857,142.00) for the period commencing on June 1, 2004 and ending on July 31, 2006, payable in advance on the first day of each calendar month in equal monthly installments of SEVENTY-ONE THOUSAND FOUR HUNDRED TWENTY-EIGHT AND 50/100 DOLLARS ($71,428.50).

     5. DEMISED PREMISES LEASE AMENDMENT . Section 36.2 of the Lease shall be amended as follows:

(i) as of the Actual Surrender Date to provide that (a) the Demised Premises shall be deemed to contain a floor area of 46,024 square feet and (b) the Occupancy Percentage shall be 40.7%;

(ii) as of March 1, 2003 to provide that (a) the Demised Premises shall be deemed to contain a floor area of 43,524 square feet and (b) the Occupancy Percentage shall be 38.5%; and

(iii) as of June 1, 2004 to provide that (a) the Demised Premises shall be deemed to contain a floor area of 38,961 square feet and (b) the Occupancy Percentage shall be 34.4%.

     6. FIRST TAX YEAR . For purposes of computing the additional rent accruing after the Actual Surrender Date that is due Landlord under Section 36.4(1) of the Lease, the terms of the Lease shall continue in effect without modification hereby.

     7. FIRST OPERATING YEAR . For purposes of computing the additional rent accruing after the Actual Surrender Date that is due Landlord under Section 36.5(1) of the Lease, the terms of the Lease shall continue in effect without modification hereby.

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     8. PARKING . As of the Actual Surrender Date, Tenant’s Allotted Parking referenced in Section 43.1 of the Lease shall be for one hundred forty-seven (147) cars.

     9. BROKERAGE . Tenant represents that it has had no dealings or communications with any real estate broker or agent in connection with this Seventh Amendment of Lease, except Gale & Wentworth Real Estate Advisors, LLC. Tenant agrees to defend indemnify and hold Landlord, its affiliates and/or subsidiaries and the partners, directors, officers of Landlord and its affiliates and/or subsidiaries harmless from and against any and all costs, expenses or liability (including attorney’s fees, court costs and disbursements) for any commission or other compensation claimed by any broker or agent (except Gale & Wentworth Real Estate Advisors, LLC) with respect to this Seventh Amendment of Lease.

     10. CORPORATE AUTHORITY . Tenant represents that the undersigned officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Seventh Amendment of Lease in accordance with the terms, covenants and conditions set forth herein, and, upon Landlord’s request, Tenant shall deliver an appropriate certification by the Secretary of the Tenant corporation to the foregoing effect.

     11. LEASE RATIFICATION . Except as expressly amended by this Seventh Amendment of Lease, that certain letter agreement dated January 17, 2000, that certain Sixth Amendment of Lease dated September 28, 1999, that certain letter agreement dated June 15, 1998, that certain Fifth Amendment of Lease dated February 19, 1998, that certain Fourth Amendment of Lease dated December 12, 1996, that certain Third Amendment of Lease dated December 27, 1995, that certain Second Amendment of Lease dated November 27, 1990, that certain letter agreement dated July 31, 1986 and that certain First Amendment of Lease dated January 5, 1987, the Lease and all terms, covenants and conditions thereof, shall remain in full force and effect and are hereby in all respects ratified and confirmed.

     12. NON-BINDING DRAFT . The mailing or delivery of this document or any draft of this document by Landlord or its agent to Tenant, its agent or attorney shall not be deemed an offer by the Landlord on the terms set forth in this document or draft, and this document or draft may be withdrawn or modified by Landlord or its agent at any time and for any reason. The purpose of this section is to place Tenant on notice that this document or draft shall not be effective, nor shall Tenant have any rights with respect hereto, unless and until Landlord shall execute and accept this document. No representations or promises shall be binding on the parties hereto except those representations and promises contained in a fully executed copy of this document or in some future writing signed by Landlord and Tenant.

     13. NO EXPANSION, PURCHASE OR CONTRACTION OPTIONS . As of the date hereof, (i) any rights of first offer, rights of first refusal, rights of first negotiation, purchase rights, contraction rights or any other expansion, contraction or purchase options, rights, privileges or opportunities (hereinafter collectively referred to as “Expansion Rights”) that Tenant may have under the Lease or otherwise shall be deemed without legal force, (ii) any exercise or attempted exercise of any Expansion Rights by Tenant shall be deemed ineffective and (iii) all of Landlord’s duties, liabilities, obligations, responsibilities and commitments incidental to such Expansion Rights shall be deemed null and void. The parties acknowledge and agree that this

108

provision shall not affect the scheduled surrender of the Growth Space as described herein or the scheduled surrender of certain space totaling 2,500 rentable square feet as described in the Lease.

          14. NO ORAL CHANGES . This Seventh Amendment of Lease may not be changed orally, but only by a writing signed by both Landlord and Tenant.

          15. RELEASE . Tenant hereby waives, releases and forever discharges any claims which it may have against Landlord as a result of the surrender of the Surrender Space, except for claims or liabilities arising hereunder or under the Lease through the Requested Surrender Date. Tenant further agrees to indemnify, defend and hold Landlord harmless from and against any and all losses, claims or expenses relating to the occupancy by Tenant or its sublessee of the Surrender Space. This provision shall survive the surrender of the Surrender Space.

          16. NO DEFAULT . Tenant confirms that (i) Landlord has complied with all of its obligations contained in the Lease and (ii) no event has occurred and no condition exists which, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease.

[Signature Page Follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment of Lease to be executed on the day and year first written above.

Signed, sealed and delivered

LANDLORD:

5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP

By:	PW/MS OP SUBI, LLC
	By:	Gale & Wentworth, Real Estate Advisor, LLC
		By:	/s/ Robert R. Mastie
		Title: Senior Vice President

WITNESSED BY:
/s/ Marc Leonard Ripp               
ATTORNEY AT LAW
OF NEW JERSEY

APPLY CORPORATE SEAL HERE

TENANT:

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     TOTAL RESEARCH CORPORATION

By:   /s/ Patti B. Hoffman                      
Title: Chief Administration Officer

ATTESTED BY:
/s/ Jane B. Giles                    

APPLY CORPORATE SEAL HERE

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SCHEDULE A
Surrender Space

111

SCHEDULE B
Growth Space

FIRST FLOOR PLAN
5 INDEPENDENCE WAY
PRINCETON, NJ

112

EIGHTH AMENDMENT OF LEASE AND PARTIAL SURRENDER AGREEMENT

THIS EIGHTH AMENDMENT OF LEASE AND PARTIAL SURRENDER AGREEMENT (this “ Agreement ”) dated as of the 20 th day of February, 2004, between 5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP, a New Jersey limited partnership, having an address c/o PW/MS Management Co., Inc., The Gale Company, LLC, Park Avenue at Morris County, 100 Campus Drive, Florham Park, New Jersey 07932-1007 (“ Landlord ”) and HARRIS INTERACTIVE, INC., a Delaware corporation, having an address at 135 Corporate Woods, Rochester, New York 14623-1457 (“ Tenant ”).

WITNESSETH:

     WHEREAS:

     A. Bellemead Development Corporation, predecessor-in- interest to Landlord, and Total Research Corporation, predecessor-in-interest to Tenant, heretofore entered into a certain lease dated December 2, 1985, as amended on July 31, 1986, January 5, 1987, November 27, 1990, December 27, 1995, December 12, 1996, February 19, 1998, June 15, 1998, September 28, 1999, January 17, 2000 and December 15, 2000 (said lease as it was or may hereafter be amended is hereinafter called the “ Lease ”) with respect to a portion of the building commonly known as 5 Independence Way, Princeton, New Jersey;

     B. Tenant desires to (i) surrender to Landlord a portion of the Demised Premises, as shown on Exhibit A attached hereto (the “ Surrender Premises ”), and (ii) remain obligated under the Lease for the balance of the Demised Premises, as shown on Exhibit B attached hereto (the “ Retained Premises ”);

     C. Landlord is willing to accept Tenant’s surrender of the Surrender Premises, subject, however, to the terms and conditions contained herein;

     D. The term of the Lease with respect to the Demised Premises, excluding the Growth Space (as defined in the Sixth Amendment of Lease dated as of September 28, 1999) , is set to expire on July 31, 2006 and the term of the Lease with respect to the Growth Space is set to expire on May 31, 2004; and

     E. Landlord and Tenant desire to extend the Term of the Lease with respect to the Retained Premises, excluding the Growth Space, so that its scheduled expiration date is February 28, 2011, subject, however, to the terms and conditions contained herein.

     NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:

     1. Defined Terms. All terms contained in this Agreement that are defined in the Lease, shall, for the purposes hereof, have the same meaning ascribed to them in the Lease.

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     2. Surrender. (a) Subject to the provisions of this Agreement, the Lease and the term and estate granted thereunder with respect to the Surrender Premises shall terminate and expire as of January 31, 2004 (the “ Surrender Date ”), as fully and completely as if the Surrender Date were the date originally fixed in the Lease as the Termination Date with respect to the Surrender Premises, and Tenant shall surrender the Surrender Premises on the Surrender Date to Landlord as fully and completely as if the Surrender Date were the date originally fixed in the Lease as the Termination Date with respect to the Surrender Premises, and Landlord shall accept the Surrender Premises on the Surrender Date, to have and to hold the same for the unexpired residue of the term of the Lease. After the Surrender Date, Tenant shall have no further rights, obligations or liabilities of any kind or nature under the Lease with respect to the Surrender Premises, except as expressly provided in this Agreement.

          (b) On or before the Surrender Date, Tenant shall, with respect to the Surrender Premises, comply with all of the terms and conditions of the Lease which are applicable to the surrender and termination of the Lease, including, but not limited to, the provisions of Article 21 of the Lease. In the event that Tenant fails to surrender the Surrender Premises to Landlord on the Surrender Date in accordance with the terms of this Agreement, then Tenant’s occupancy of the Surrender Premises shall be deemed a holdover tenancy for the period commencing on the Surrender Date to and including the date on which Tenant surrenders the Surrender Premises to Landlord in accordance with the terms of this Agreement and such occupancy shall be subject to the terms of Paragraph 55 of the Lease. Landlord acknowledges that the condition of the Surrender Premises, as of the date of this Agreement, satisfies the requirements of Article 21 of the Lease and Landlord accepts the Surrender Premises in their “AS IS” physical condition as of the date of this Agreement.

          (c) Effective as of the Surrender Date, the term “Demised Premises” as used in the Lease, shall be deemed to mean and consist of the Retained Premises and the Demised Premises shall be deemed to consist of 33,675 rentable square feet.

     3. Extension of Term. (a) The term of the Lease with respect to the Retained Premises, excluding the Growth Space, is hereby extended so that the Termination Date shall be February 28, 2011. Landlord and Tenant acknowledge and agree that the term of the Lease with respect to the Growth Space shall expire on May 31, 2004, as set forth in the Sixth Amendment of Lease.

          (b) During the term of the Lease, as extended hereby, Tenant shall continue to perform all of its obligations under the Lease, as amended hereby, including, without limitation, the payment of Minimum Rent, Adjusted Minimum Rent, costs of electricity and all other charges under the Lease, as amended hereby.

     4. Minimum Rent. (a) Without limiting Tenant’s obligation to pay Minimum Rent in accordance with the terms of the Lease prior to the Surrender Date, effective as of the Surrender Date, the Lease is hereby amended to provided that Tenant shall pay to Landlord Minimum Rent in the following amounts:

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Time Period	Monthly Minimum Rent		Annual Minimum Rent
2/1/2004 to 5/31/2004	$	70,118.23	$	841,418.70
6/1/2004 to 7/31/2006	$	60,650.00	$	727,800.00
8/1/2006 to 1/31/2009	$	61,863.00	$	742,356.00
2/1/2009 to 2/28/2011	$	65,502.00	$	786,024.00

          (b) Notwithstanding anything to the contrary contained in subparagraph (a), provided Tenant is not in default under the Lease, as amended hereby, as of the Surrender Date, Tenant shall be entitled to a credit in the amount of $9,319.48 against the next monthly installment of Minimum Rent due after the Surrender Date. If Tenant is in default beyond the expiration of any applicable cure or grace period under the Lease, as amended hereby, as of the Surrender Date, then Tenant shall have no right to any rent credit pursuant to this subparagraph (b).

     5. Adjusted Minimum Rent. (a) During the term of the Lease, as extended hereby, Tenant shall pay Adjusted Minimum Rent and all other sums due under the Lease, as amended hereby.

          (b) The term “Occupancy Percentage” as used in the Lease shall mean (i) 29.74%, during the period commencing on the Surrender Date and ending on May 31, 2004, inclusive; and (ii) 25.70%, effective as of June 1, 2004.

          (c) Effective as of the Surrender Date, for purposes of computing Adjusted Minimum Rent with respect to the Retained Premises, excluding the Growth Space, after the Surrender date, the terms “ First Tax Year ” and “First Operating Year” shall each mean the calendar year ending December 31, 2004. For purposes of calculating Adjusted Minimum Rent with respect to the Growth Space, the terms “First Tax Year” and “First Operating Year” shall not be amended hereby and shall continue to have their respective meanings as in effect prior to the date of this Agreement.

          (d) Nothing in this Agreement shall be construed to affect Tenant’s obligation to reimburse Landlord for increases in Taxes and Building Operating Costs with respect to the Surrender Premises for the period up to and including the Surrender Date based upon a reconciliation of same by Landlord after the Surrender Date, pursuant to the terms of the Lease.

     6. Condition of Demised Premises.

          (a) Tenant acknowledges that it is in occupancy of the Retained Premises and hereby accepts the Retained Premises in their “AS IS” physical condition and state of repair as of the Surrender Date, subject, however, to the terms of this Paragraph 6. Landlord shall have no obligation to do any work, perform any services or grant any construction allowances in connection with this Agreement or the extension of the term of the Lease, except as set forth in this Paragraph 6.

          (b) Within sixty (60) days after the date of this Agreement, Landlord shall shampoo the carpets in the Retained Premises (“ Landlord’s Work ”). After Landlord commences Landlord’s Work, Landlord shall complete Landlord’s Work in a reasonably diligent manner. Tenant shall cooperate with Landlord in connection with Landlord’s Work, including, without limitation, moving, at Tenant’s cost and expense, such employees, personal property and trade fixtures in the Retained Premises as Landlord may reasonably request. Tenant acknowledges and agrees that the performance of Landlord’s Work may result in inconvenience to Tenant and agrees that

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Landlord’s Work and the resulting inconvenience shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement of Minimum Rent or Adjusted Minimum Rent, or relieve Tenant from any of its obligations under the Lease, as amended hereby, or impose any liability upon Landlord or its agents.

          (c) Landlord shall reimburse Tenant in an amount equal to the lesser of (i) Tenant’s out-of-pocket expenses actually paid in connection with painting the Retained Premises, or (ii) $10,000.00 (such lesser amount being referred to herein as the “ Painting Allowance ”) . Provided Tenant is not in default beyond the expiration of any applicable cure or grace period under the Lease (as amended hereby) , Landlord shall pay the Painting Allowance to Tenant within fifteen (15) days after Tenant submits to Landlord invoices evidencing Tenant’s out-of-pocket expenses actually paid in connection with painting the Retained Premises.

     7. Parking . Effective as of the Surrender Date, Paragraph 43.1 of the Lease is hereby amended to provide that Tenant’s Allotted Parking shall be reduced to (a) 118 spaces during the period commencing on the Surrender Date and ending on May 31, 2004, inclusive; and (b) 102 spaces effective as of June 1, 2004.

     8. Security Deposit . Landlord hereby agrees that as of the date of this Agreement, the amount required as security under the Lease shall be reduced to $88,600.00; provided, however, that there shall be no reduction as of the date of this Agreement if Tenant is in default beyond the expiration of any applicable cure or grace period under the Lease, as amended hereby, as of the date of this Agreement; and provided, further, the amount of security required under the Lease shall never be less than $88,600.00. In the event that Tenant is in default beyond the expiration of any applicable cure or grace period under the Lease, as amended hereby, as of the date of this Agreement, then the security deposit shall not be reduced by the scheduled amount, and said reduction shall be deemed forever waived even though the default in question is subsequently cured. For the purposes hereof, the term “security” or “security deposit” shall mean the amount of security required under the Lease, as amended hereby, as of the date in question.

     9. Landlord’s Notice Address . (a) Effective as of the date of this Agreement, Landlord’s address for notices as set forth in Paragraph 57 of the Lease shall be:

5 Independence Way Associates
c/o PW/MS Management Co., Inc.
The Gale Company, LLC
Park Avenue at Morris County
100 Campus Drive
Florham Park, New Jersey 07932-1007

With a copy to:
Marc Leonard Ripp, Esq.
General Counsel
The Gale Company, LLC
Park Avenue at Morris County
100 Campus Drive
Florham Park, New Jersey 07932-1007

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     (b) Effective as of the date of this Agreement, Tenant’s address for notices as set forth in Paragraph 57 of the Lease shall be:

Bruce Newman
Chief Financial Officer
Harris Interactive, Inc.
60 Corporate Woods
Rochester, New York 14623-1457

With a copy to:
Gregory W. Lane, Esq.
Harris Beach LLP
99 Garnsey Road
Pittsford, New York 14534

10. Overtime HVAC . The first sentence of Paragraph 39.2 of the Lease is hereby supplemented and amended to provide that, with regard to any after-hours air conditioning, ventilation or heating: (a) supplied at any time between October 1 and March 31 to all or any part of the Retained Premises after the date of this Agreement, Tenant shall pay to Landlord, as additional rent and upon Landlord’s demand, a sum equal to $55.00 per hour (subject to the last two (2) sentences of Paragraph 39.2 of the Lease), and (b) supplied at any time between April 1 and September 30 to all or any part of the Retained Premises on or after the date of this Agreement, Tenant shall pay to Landlord, as additional rent and upon Landlord’s demand, a sum equal to $75.00 per hour (subject to the last two (2) sentences of Paragraph 39.2 of the Lease) . The charges for after-hours air-conditioning, ventilation or heating set forth in this Paragraph 10 remain subject to the provisions of Paragraph 19 of the Sixth Amendment of Lease dated as of September 28, 1999.

     11. Ratification . Except as expressly amended by this Agreement, the Lease, and all terms, covenants and conditions thereof, shall remain in full force and effect and is hereby in all respects ratified and confirmed.

     12. Brokers . Tenant hereby represents and warrants to Landlord that Tenant has not dealt with any broker, agent or finder in connection with this Agreement other than Triad Properties LLC (the “ Broker ”). Tenant shall indemnify and hold the Landlord harmless from and against any claim or claims for brokerage or other commissions or fees asserted by any broker, agent or finder, other than the Broker, claiming to have dealt with such party in connection with this Agreement. This provision shall survive the Surrender Date and the expiration or earlier termination of the Lease.

     13. Merger . All prior oral or written understandings and agreements between the parties with respect to the subject matter of this Agreement are merged into this Agreement, which alone fully and completely expresses the agreement of the parties.

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     14. Counterparts . This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original, fully enforceable counterpart for all purposes.

     15. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

     16. Non-Binding Draft . The mailing or delivery of this document or any draft of this document by Landlord or its agent to Tenant, its agent or attorney shall not be deemed an offer by the Landlord on the terms set forth in this document or draft, and this document or draft may be withdrawn or modified by Landlord or its agent at any time and for any reason. The purpose of this paragraph is to place Tenant on notice that this document or draft shall not be effective, nor shall Tenant have any rights with respect hereto, unless and until Landlord shall execute and accept this document.

     17. No Default. Tenant hereby agrees that there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the part of Landlord under the Lease, as amended hereby.

     18. Corporate Authority. Tenant represents that the undersigned corporate officer of the Tenant corporation has been duly authorized on behalf of the Tenant corporation to enter into this Agreement in accordance with the terms, covenants and conditions set forth herein, and upon Landlord’s request, Tenant shall deliver evidence, in form and substance satisfactory to Landlord, to the foregoing effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above.

Signed and delivered
WITNESSED BY:	LANDLORD:
	5 INDEPENDENCE ASSOCIATES LIMITED PARTNERSHIP
	By:	PW/MS OP SUB I, LLC
		By:	The Gale Real Estate
			Advisors Company, LLC
/s/ Marc Leonard Ripp, Esq.				By:	/s/ Mark Yeager
Marc Leonard Ripp, Esq.					Name: Mark Yeager
					Title: President

ATTESTED BY:	AGENT FOR LANDLORD:
	PW/MS MANAGEMENT CO., INC.
/s/ Marc Leonard Ripp, Esq.	By: /s/ Mark Yeager
Marc Leonard Ripp, Esq.	Name: Mark Yeager
Corporate Secretary	Title : President

118

APPLY CORPORATE SEAL HERE
ATTESTED BY:	TENANT:
	HARRIS INTERACTIVE, INC,
/s/ Bruce A Newman	By:	/s/ Lynn A. Siverd
Name : Bruce A Newman		Name: Lynn A. Siverd
(Please Print)		(Please Print)
Title: Corporate Secretary		Title: VP. Chief Privacy Officer
APPLY CORPORATE SEAL HERE		(Please Print)

119

EXHIBIT A
SURRENDER PREMISES

Surrender Premises

SECOND FLOOR PLAN

5 INDEPENDENCE WAY
PRINCETON, NJ

120

EXHIBIT B
RETAINED PREMISES

FOURTH FLOOR PLAN
5 INDEPENDENCE WAY
PRINCETON, NJ

121

EX-10.6.19

Exhibit 10.6.19

Rental Contract

between

Dieter Becken
BECKEN Investitionen & Vermögensverwaltung
Beim Strohhause 17, 20097 Hamburg (Germany)

- hereinafter “Lessor” -

and

Media Transfer AG
represented by the Managing Board
Beim Strohhause 31, 20097 Hamburg (Germany)

- hereinafter “Lessee” -

Contract Number 67.05

Article 1 Rental Object

(1) The property rented is located in the Office Building Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)

- office space on the 10th floor, Beim Strohhause 17 — 31, 20097 Hamburg (Germany) (Appendix 1) comprising a floor space of approximately 743.5 m², including proportionate share of the general spaces

- storage rooms on the first basement floor comprising a floor space of approximately 57 m²

- 8 parking spaces in the underground garage

(2) The rented spaces are measured from inner edge of outer wall to inner edge of outer wall. From these spaces the utility chutes and

1st Addendum Becken ./. Media Transfer AG

construction support pillars larger than 0.75 m² are deducted, as well as spaces in staircase and elevators. The surfaces inside the elevators and staircases (landings) have not, however, been deducted. Partitioning walls inside the rented spaces were not reflected. Entrance areas and other general spaces, e.g. escape routes, entrance areas, etc. are calculated as rented space and allocated to the lessee proportionately.

(3) The two parties to the contract are in agreement that the precise measurement of the rented space floor space was not made and is not necessary. Differences in the actual rented floor space from the agreed upon floor space are immaterial if they do not diverge by more than 5%.

(4) The lessee assumes rented possession of the rental property in accordance with the room and function planning of the lessee (Appendix 2b) based on the performance description of the lessor (Appendix 2a). If intermediate walls are installed, moved or removed, including the associated installation of carpeting, color differences are presumably unavoidable. The lessor agrees to make no claims on the lessee with regard to such differences.

(5) The lessee takes rental possession of the following fixtures and equipment from the previous lessee, which are located on the premises:

- KAT-5 cables (lessee has documented measurements)

- - 4 glass walls to the hall

- - soap dispensers, paper towel holders

The maintenance, repair and renovation of these appointments and equipment taken over from the previous lessee must be paid for by the lessee. Upon termination of the rental relationship, the lessee will remove the computer cables if requested by the lessor and will also restore the partition between the 10th floor and the 11th floor.

The fixtures and equipment that have been taken over have no effect on the rent payment amounts, in accordance with Article 4.

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The lessor assumes no liability for the fixtures and equipment that have been taken over.

(6) The lessee agrees to assume responsibility for adherence to the garage regulations, in accordance with Appendix 6, and the operating instructions for multi-level parking, in accordance with Appendix 7.

(7) The lessee is granted the optional right of rental for half the rental space on the 11th floor, east side, Beim Strohhause 31, 20097 Hamburg (Germany) comprising a floor space of approximately 370 m² (Appendix 2c), and shall notify the lessor by May 31, 2006 whether or not he wishes to exercise this rental right. If there is interest in renting this space, the rental relationship for the area on the 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany) will commence on October 15, 2006 in accordance with the conditions in this Rental Contract. This rental space will be handed over in its current condition, however not including the server room located in the inner zone.

For the rental space on the 11 floor, Beim Strohhause 31, 20097 Hamburg (Germany), the lessee is granted a rent-free period from October 15, 2006 until December 15, 2006. During this rent-free period, the running and other secondary costs, in accordance with Article 6, are to be paid in full by the lessee.

Article 2 Purpose of rental

(1) The spaces are being rented as office space and work connected with such. The lessee’s activities are in the service sector.

(2) All required, particularly all bureaucratic necessities for the performance of the lessee’s professional duties in this sector are to be obtained by the lessee at his own expense and risk. All professional permits, concessions, etc. are to be obtained by the lessee himself at his

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own expense and risk, insofar as they apply to his person and to his profession and/or company.

(3) Changes in purpose and use of the rented space require the prior written permission of the lessor. The lessor is permitted to deny such permission only for material, i.e. substantial reasons.

Article 3 Beginning of rental / Period of rental /
Termination of contract / Option

(1) The rental relationship commences on September 1, 2005.

(2) The rental relationship will last for a period of 5 years.

(3) The lessor grants the lessee the option to extend the period of rental once by 5 years. The written declaration of the lessee stating that he wishes to exercise this option of extending the period of rent must be received by the lessor at least 12 months prior to end of the respective lease period at the latest. The timely arrival of this communication is measured by the point in time when it is received by the lessor. The rent price is then calculated by the same process is regulated in Article 4, Section 5.

(4) Unless expressly disavowed in this contract, the legal regulations with regard to ordinary and extraordinary termination of contract will apply.

Article 4 Rent

(1) The amount of rent to be paid by the lessee each month is for the following spaces at the following rates:

- for the rented spaces on the 10th floor, 11.50 Euros per m²

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- for the storage space in the basement, 0.00 Euros per m²

- - for the parking spaces, 80.00 Euros per parking slot

plus costs in accordance with Article 6 of the Rental Contract, plus sales tax in the legally required amount (Appendix 5b).

(2) The rent is to be paid in advance for each month, at latest on the third business day of each respective month, free of any attendant charges to be paid by the lessor. In case of late payment, the lessee is considered to be in arrears without having to be notified specifically of such. In case of late payment, the lessor is permitted to charge interest for the payment in arrears from the due date until the date payment is received.

(3) The lessor requests a power of attorney to debit the account of the lessee on the third business day of each month in the amount of the rent; when the lessee’s account changes, the power of attorney is to be extended to the new account.

(4) If the lessee is in arrears in rental payment, all partial payments, unless otherwise specified by the lessee, are to be accounted to the amounts due in this sequence: first, extraneous costs; then, interest; then, the main debt, the oldest debts being the first to be paid.

(5) The amount of rent, excluding operating costs and heating costs. and the agreed upon administrative flat rate charge are to be value-assured in the following manner:

a) The rent, excluding operating costs and heating costs, and the administrative flat rate charge are changed effective the beginning of the thirteenth month after commencement of the rental relationship, i.e. the beginning of the second rental year, corresponding to the inflationary change which has taken place until then (including in the last month of the first year) as determined by the National Statistics Office for

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Germany (basis: the year 2000 = 100 for all of Germany) compared to the level in the month the rental relationship commenced (“first calculation basis month”).

b) In this way, the amounts to be paid referred to in section a) above will change for the following year of rental, corresponding to the change in the inflation index between the last index adjustment and the index in the last month of the most recently completed rental year, effective as of the beginning of the first month of the new rental year.

c) The changes referred to take place automatically, i.e. the new amount corresponding to the change in the index is owed automatically, without specific notification of such, at the beginning of each respective rental year. As long as the lessee receives no newly calculated amounts in writing from the lessor, no payment delay can take place.

(6) The parties to the contract assume that the value-maintenance clause in accordance with Article 4, section 1 is in accord with, and approved by the price regulating rules of September 23, 1998 and that no party to the contract is, in the sense of Article 2, put at a material disadvantage. In case Article 4, section 1 of the price regulating rules is not applicable and/or the necessary approval is not granted, the parties to the contract agree to make a rule that can be approved and that most closely approximates the value-maintenance clause in this rental contract.

(7) In case the index referred to above is no longer being calculated and published or in case it is replaced by another index or calculated on a different basis, the new index will substitute the index referred to above. In such a case, the parties to the contract further agree to make a corresponding agreement that most closely approximates, financially speaking, the clause referred to above.

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(8) Bank and account information of the lessor:

Account name: BECKEN Investitionen & Vermögensverwaltung
Account number: 44 / 05080
Vereins- und Westbank AG, Hamburg, bank routing number: 200 300 00

Tax number of the lessor: 2222 / 520 / 11490

(9) The lessor elects the option of charging sales tax for the rental object. The lessee is aware that the lessor’s option of sales tax is only permitted under the conditions in Article 9, Section 2 of the sales tax laws. With regard to this, the parties to the contract agree upon the following:

a) The lessee is obligated to the lessor to utilize the rental premises by and large (at least 95%) for revenues that do not exclude the pre-tax deduction of the lessor, in other words, for his own revenues that are subject to sales tax.

b) The lessee also agrees to provide the lessor with written documents upon request that enable the lessor to fulfill his duties towards the financial authorities with regard to Article 9, section 2 of the sales tax laws.

c) In case of sub-leasing, the lessee is obligated to also elect the sales tax option and, moreover, to disclose and describe the obligations of this regulation in the sub-leasing contract so that the lessor can derive direct rights from the sub-lessee in the terms of the contract between the lessee and the sub-lessee (contract to the benefit of third party). The lessee also agrees to make sure that the sub-lessee fulfils the requisite obligations.

d) The lessee agrees to inform the lessor without delay if, contrary to this agreement, he earns revenues that exclude the pre-tax deduction of the lessor in accordance with the regulations in effect when this contract is

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concluded. This also applies if he is taxed as a small entrepreneur in accordance with Article 19 of the sales tax laws.

e) If the lessee violates his obligations of this regulation, he must compensate the lessor for all accrued damages without delay. That includes, in particular, the pre-tax deductions of construction costs claimed by the lessor.

Article 5 Rights of reduction, offset charging and withholding

The lessee can offset charges or reduce or withhold payments owed in accordance with this contract through a counter-claim only when that claim is undisputed or has been determined by a court ruling. In such a case, the lessee must inform the lessor in writing at least one month before such claim is due and against which payments they are being offset and/or withheld.

Article 6 Operating costs and other secondary costs

(1) The lessee pays, in addition to the rental payments, pre-paid services for heating, operating costs and other secondary expenses. The amount of the monthly pre-payments initially amounts to 3.00 per square meter plus sales tax as required by law.

(2) Operating costs, as understood by this rental contract, comprise payments, contributions, fees and costs that are incurred to the lessor through ownership of this property and/or by the regulated use of the property, the building or the utilities, inc. underground garage, utility systems, appointments, etc. or expenses that come about for the first time, particularly for:

- - the overall operating public expenses, property tax, waste removal, recycling of recyclable materials, brick cleaning, measurement of emissions, sewage, water supply and drainage, including rainwater /

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surface water, and the corresponding measurement devices, their rental and their calibration;

- street cleaning, snow and ice removal / spreading of salt/gravel, cleaning and maintenance of sidewalks, paths, parking places, underground garages including the maintenance of their equipment and the care and maintenance of all outdoor areas, lawn/garden areas and woods;

- cleaning of the building, including the general spaces, rooms and areas, entrance halls, elevators, staircases and other generally used and generally accessible areas, cleaning and maintenance of outer glass surfaces and facades and extermination of vermin;

- operating and lighting general areas and rooms as well as generally used and generally accessible areas, entrance halls, elevators, staircases, parking places, underground garages and other public parts of the building, including replacement of light bulbs and their regular safety checks;

- operation and maintenance of generally used technical equipment and areas, particularly building control mechanisms, doors, revolving doors, etc. elevators for goods and for persons, including emergency alarm systems and their rental, fire alarm systems, CO₂ warning systems, sprinkler systems, smoke chutes and chimneys, air conditioning systems, ventilation systems, outdoor automobile driveways, hydraulic lift systems, including all measurement equipment, in addition to their rental and calibration, and use of all general communication systems;

- insurance for fire, storm, glass and tap water, including EC coverage of the lessor, for liability insurance and for safety checks concomitant with insurance requirements;

- concierge services or other custodial services such as security guard and doorman services;

- other expenses that are considered to number among operating costs in accordance with the regulations on the listing of operating costs (Appendix 3).

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If the business of the lessee causes packing materials or other waste materials which are particularly voluminous, the lessee has the obligation to bear the expense of the additional rubbish containers that the lessor must order.

(3) Insofar as insurance, particularly fire insurance, bring about surcharges due to the manner of use of the rooms, these must be compensated to the lessor. The lessee must report to the lessor without delay all altered equipment or utilization of the rooms that necessitates reassessment of the danger level of the premises.

(4) Insofar as operating costs are incurred for the first time or are increased, these can be transferred to the lessee from the time of their inception and/or increase in due proportion. Appropriate pre-payments can then be agreed upon for these expenses.

(5) Insofar as the lessor has received no current court decision on property tax, calculations of the supposed prospective property tax will take their place.

(6) In case of increased public taxes and charges occurring after this contract has been closed and/or newly introduced property taxes and charges, the lessor is permitted to bill the lessee for the additional expenses subsequent to the closing of this contract with regard to the rented floor space.

(7) The proportionate allotment of the heating and hot water costs will take place

a) when technical measurement devices are used to determine the water use in accordance with heating cost regulations, namely according to the calculation invoicing standards of Sections 7 to 10 of the lessor’s heating costs regulations;

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b) when a water use measurement according to a) above is not possible, it will be calculated according to the used floor space.

(8) The expenses for administration of the property also number among the operating costs as understood by this contract. For such services, a monthly flat rate charge amounting to 1.5% of the rental payment is agreed. The administrative flat rate charge, for which no cost calculations/receipts are required, is also owed if the lessee is himself responsible for the administration of the property.

(9) Insofar as the operating costs are proportionately divided among the renters of the property, the scale and the period of measurement will be
determined by the lessor according to his considered measurement, giving due consideration to the principles of equal treatment of all renters, as well as in observation of all mandatory legal regulations. In case of doubt, the charges of such operating costs will be calculated according to their respective floor spaces compared to the overall rented space of the property. The lessee is obligated to keep all measurement devices accessible at all times.

(10) The lessor is entitled, completely independent from Section 9 above, to directly bill the lessee for expenses of individual operating costs, e.g. water, electricity, insofar as this is technically possible.

(11) The lessor will submit an annual accounting of the lessee’s pre-payments. Any and all differences between the finally invoiced sum and the sum of pre-payments which were made will be refunded by the lessor to the lessee within seven weeks following receipt of the accounting by the lessee. The lessor will permit the lessee to examine this accounting and respond to it within a period of three weeks, upon prior arrangement of an appointed time to do so. If the lessee does not voice any objections in writing within the period of a further three weeks, the accounting is considered to be valid and accepted as such. The same applies in parallel

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fashion to the sum credited to the lessee. If an increase or a decrease of
operating costs can be concluded from the lessor’s accounting, the pre-payments for the following accounting period will be raised or lowered accordingly.

Article 7 Security Deposit

(1) The lessee will pay a security deposit for the rented spaces in the amount of 3 months’ rent (40,190.52 Euros) at the latest two weeks before taking possession of the premises. The security deposit must be paid into the account of the lessor in accordance with Article 4, Section 8. The lessor will then place the money from this security deposit into a special account.

(2) The security deposit can also be made in the form of an irrevocable bank guarantee, which is due upon first call, in accordance with Appendix 4.

(3) The lessor is permitted to take money from the security deposit to satisfy claims that are made upon the lessee in connection with the rental contract, during or after the period of rental, if the lessee’s payments of such claims are in arrears. The lessee is obligated to replenish the security deposit without delay to the amount agreed in Section 1.

Article 8 Sub-leasing / Relinquishment of use

(1) The lessee can, after obtaining prior permission from the lessor, sub-lease the rented property. The lessor is only permitted to refuse such permission if substantial reasons prevail with regard to the sub-leasing lessee or if the type of proposed use of the rented spaces provide such reasons or contravene the interests of the lessor with regard to the rented spaces.

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(2) In case of impermissible sub-leasing or use of the rented spaces by the sub-leasing lessee that contravene contractual agreements, the lessor is permitted to demand the immediate termination of the sub-leasing rental relationship.

(3) Under all circumstances of sub-leasing, the lessee hereby irrevocably cedes to the lessor, as a precaution, all (that is, all existing and future) claims upon the sub-leasing lessee, particularly claims of payment of the monthly rent, to the amount agreed upon in this contract as due the lessor.

Article 9 Protection from competition

The rental of the spaces described above is effected without protection against competition or selection.

Article 10 Use of rented spaces / Signs

(1) In case of technical disturbances, i.e. breakdowns, acts of God or directives from public agencies that have not been caused by the lessor, operative utilities such as hot water, heating, other energy, electricity, telephone lines, etc. cannot be demanded and do not form the basis for any claim upon the lessor by the lessee. Required electricity outages do not form a basis for any claims of the lessee upon the lessor, nor do the attendant or subsequent damages.

(2) The lessee is granted permission to mount suitable signs, company logos, etc. in places in the building arranged together with the lessor.

(3) The lessee is obligated, upon termination of the rental relationship, to remove all advertising objects in the building at his own expense and restore the original state of the premises.

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Article 11 Construction modifications of rented spaces by the lessee

(1) The lessee is entitled to undertake construction modifications of the rented spaces after having obtained prior written permission from the lessor. Construction modifications that do not exceed 5,000.00 Euros, excluding the legally mandatory sales tax of currently 16% and that do not in any way intrude upon or change the substance of the building or make any material change in the building’s technical systems, can be undertaken without prior permission. The lessee, however, agrees to notify the lessor in writing of such modifications.

(2) The lessee is liable for any and all damages caused, for example, by construction work in the rented spaces as well as for the maintenance of fire protection regulations as prescribed by the municipal authorities. Should permission be required for any of these measures, the lessee must obtain it at his own risk and cost.

Article 12 Improvements and construction modifications
by the lessor

(1) The lessor is permitted to make improvements and construction modifications that are necessary for the maintenance of the building or the rented spaces and that protect against threatening hazards or which repair damages. This also applies to work and construction measures which are not absolutely necessary but which are purposeful, particularly which serve the modernization of the building or the lowering of heating costs, as long as they impede, i.e. disturb, the lessee to an immaterial degree. In case of value improvements and energy-saving measures, the lessor agrees to notify the lessee a month before such work is scheduled to begin with indication as to the anticipated length of the work. Insofar as it is necessary, the lessee must cooperate and assist in executing such work, e.g. by temporarily clearing furniture and/or built-in equipment from the rooms, etc. Should the lessee refuse to fulfill this obligation, he

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is liable to the lessor for all additional costs that accrue due to this non-cooperation. The lessor is obligated to carry out such work as swiftly as possible. The right of termination of contract in accordance with Article 554, Section III, Sentence 2 of the national laws (BGB) is excluded.

(2) Insofar as the lessee must acquiesce and endure such work, he is only permitted to reduce the rent or exercise a right of withholding or make a claim of damages if this work utterly or materially prevents the use of the rooms or the fulfillment of their express purpose. Article 554, Section IV of the national laws (BGB) is not applicable.

Article 13 Maintenance

(1) It is the obligation of the lessee to maintain the premises in good condition for the entire length of the rental relationship.
It is the obligation of the lessor to maintain the building, the general spaces and the general appointments and equipment.

(2) [translator’s note: in the original contract, this section is crossed out and labeled “-cancelled-”]

(3) The lessee agrees to treat the rented spaces and the fixtures and equipment, which constitute a part of them, in a considerate and protective way.

(4) The lessee releases the lessor from any obligation to undertake repairs for purposes of beautification.

(5) The lessee will bear the costs of all maintenance and repair measures ordered by the lessee, including those of fixtures and accessories without the lessee incurring any blame for such actions. The annual expenses for such work undertaken and paid for by the lessee are limited to the

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amount of one month’s rent, excluding heating costs and operating costs pre-payment.

(6) The lessee agrees to replace broken glass panes in the rented spaces at his own expense. Lighting fixtures and bulbs/illuminants in the rented spaces and in general spaces that are used by the lessee alone are also to be replaced by the lessee at his expense. The regular checking, maintenance and renewal of the fire extinguishers, including those provided by the lessor, are also the obligation of the lessee.

(7) The maintenance and good repair of all fixtures and equipment that have been provided by the lessee are the obligation of the lessee.

(8) If flooding is caused by clogged pipes or drains, or by having left faucets turned on, the lessee bears the repair costs for all the damages that were caused by him in those rooms damaged by the flooding, including in other rooms in the building, in other rented spaces or rooms in possession of other lessees.

(9) Damages to the rented spaces, even if he is fully responsible for their repair, must be reported to the lessor without delay. If such report is not made, the lessee is obligated to bear the cost of compensating for any and all damages that accrue to the lessor or a third party through this lapse.

(10) Irrespective of the previous clause, the lessee is responsible to the lessor for every form of damage to the rented spaces, the accessories and appointments, the premise’s areas and systems, to the general spaces, the building and all areas belonging to the building both in bearing the expense as well as in repairing the damage insofar as the damage was caused by him, his family members, employees, suppliers or customers. The lessee bears the burden of proof, which must be supplied in the period of rental, in demonstrating that he did not cause such damages.

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(11) If the lessee does not fulfill these obligations within a reasonable amount of time, despite written warning, the lessor has the right to order the required work to be carried out, in the name and at the expense of the lessee. If the requisite work has not been carried out by the day the premises are cleared by the lessee, the lessee is also liable for the costs incurred for the period of time during which the premises cannot be rented.

(12) Before installing or modifying technical systems that could disturb third parties or potentially endanger the piece of property or the building due to their effects, e.g. tremors, noises, odors, vibrations, toxic substances, radiation, dust, gases, disturbing currents, etc., the lessee must consult all the pertinent regulations and standards, including those of the professional oversight agencies, report this information to the lessor and obtain his written permission for the changes. The lessee has the right to demand such permission if sustained influence on third parties, the piece of property and the building can be ruled out. If through these technical systems such disturbances arise or sustained changes in the piece of property or the building are caused, the lessor can withdraw his permission and demand that the system be removed. If damages to the piece of property and/or the building are caused by such objects, the lessee must repair/replace them. This also applies if heavy apparatuses or machines are installed in the rental building with regard to the potential dangers that may arise from them.

(13) Insofar as the lessee deals with hazardous materials or dangerous processes that fall under the terms of the chemicals law, hazardous materials law, etc., the lessee is obligated to consult all pertinent information and regulations for handling such hazardous materials and performing such processes, and to heed such regulations and to release the lessor from any and all risks and bureaucratic demands in this connection. The lessor is entitled to demand from the lessee the closing and maintenance of an appropriate liability insurance policy to cover the

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handling such materials and performing such processes. The closure, coverage and continuation of such an insurance policy must be proven to the lessor upon request. The lessee must compensate all damages which

b) upon neglect of a major contractual obligation by the lessor or his executive assistants or

c) through lacking an assured characteristic of the rental spaces.

This does not apply to the liability for damages from human casualties or injuries to the human body or human health that stem from breach of duty, either premeditated or negligent, on the part of the lessor.

(2) The lessor assumes no liability for disturbances of the rented spaces that are caused exclusively by third parties, including other renters of rented spaces in the building. Nonetheless, he will make effort to influence, i.e. put an end to the disturbances he has been made aware of.

(3) All previous liability exclusions and/or reductions as well as all such exclusions and reductions in this rental contract are also applicable to the benefit of the executive assistants of the lessor.

Article 18 Interrupted operations

(1) If the rented spaces are destroyed or damaged through an occurrence not caused by the lessor, it lies within the purview of the lessor to decide whether the rented spaces, i.e. building, are to be rebuilt or not. If the lessor decides to have them rebuilt, the renter remains bound to the terms of the contract insofar as the rented spaces are reestablished and made available to the lessee within twelve months of the destructive/damaging occurrence.

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(2) Insofar as the contractual use of all or part of the damaged premises is not possible, the obligation of the lessee for payment of the monthly rent is suspended temporarily. In case of partial destruction, the payment obligation is suspended in due proportion. This does not apply, however, if the damages or destruction are due to the conduct of the lessee, his employees or contractors or sub-leasing lessees, in which case the burden of proof lies with the lessee.

(3) Interrupted operations that are not caused by the lessor do not suspend the payment obligations of the lessee, diverging from Section 2 above, if they are repaired within a reasonable amount of time, i.e. not longer than six weeks.

Article 19 Other agreements

(1) As a supplement to Article 1, Section 4 of this rental contract, the parties to the contract agree to the following with regard to changes of the rented spaces:

Duties on the part of the lessee:

- Installation of computer and telephone technical apparatus

- Purchase and installation of air conditioning, which upon termination of the rental relationship must be removed in orderly fashion unless another agreement on this subject has been made between lessor and lessee. The removal must be made so as to leave no trace behind.

- Installation of approximately 5 new floor tanks.

- Removal / disposal of the old carpeting and old carpet molding and rails and the purchase and installation of new floor covering and carpet molding.

Duties on the part of the lessor:

- Installation of server room, including T30 door, electricity from 2 different electrical phases.

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- Flat rate charge amounting to 10,000.00 Euros plus sales tax for the expansion of optional rented spaces on the 11th floor for construction / doors / painting / carpeting / final work, but not for the partitioning walls of the rented spaces.

- Electrical work: adaptation of power supply (including control and operating components for lighting fixtures, sun blinds, etc.) in the room and functional planning described in Appendix 2b.

Article 20 Subsidiary arrangements / Contract changes /
Written form

(1) This contract contains all the points agreed upon with regard to the rental relationship. Oral subsidiary arrangements do not exist. Alterations and completing clauses to this contract must be made in writing. This also applies to suspending the requirement of making all such changes in writing.

(2) The parties to the contract are aware of the special requirements of the written form as outlined in Article 550, Section 1 and Article 126 of the national laws (BGB). They hereby accept the mutual obligation to take all required action upon the demand of the other party and make all requisite explanations that may prove necessary to fulfill the legal requirements of the written form. They likewise agree that they will not terminate this contract early citing the non-adherence to legal written form requirements. This does not apply merely to the closure of the main rental contract, but to all Addendum, Alteration and Completion Contracts as well.

Rental contract Becken . / . Media Transfer AG

The major parts of this contract are:

Appendix 1:	Location and floor plan of the rented spaces
Appendix 2:	Description of lessor duties
Appendix 2b:	Room and function planning of lessee
Appendix 2c:	Optional spaces on 11th floor
Appendix 3:	Regulations on list of operating costs
Appendix 4:	Model guarantee text
Appendix 5a:	Calculation of monthly rental costs Sept.1, 2005 — Feb.28, 2006
Appendix 5b:	Calculation of monthly rental costs from March 1, 2006
Appendix 6:	Garage regulations
Appendix 7:	Operating instructions for multi-level parking

Hamburg, July 8, 2005	Hamburg,
[signed]	[signed]
Dieter Becken	Media Transfer AG
- lessor -	Net research & Consulting
	Rothenbaumchaussee 38 — 20148 Hamburg
	Tel: +49 40 669 625-0, Fax: — 29
	mediatransfer@mediatransfer.de
	www.mediatransfer.de

page 15/17

Berliner Tor Center          First part of the construction

Media Transfer AG	[scale]	Floor plan 11th floor
		Appendix 1

BECKEN INVESTITIONEN & VERMÖGENSVERWALTUNG

Appendix 2a

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for October 1, 2006 through October 31, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Oct.15-Oct.31 06)	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	743.4 m2	3.00 Euro/m2	2,230.20 Euros
Operating costs pre-payment 11th floor (Oct.15-Oct.31 06)	371.7 m2	3.00 Euro/m2	611.51 Euros
Administration flat rate	8,549.10 Euros	1.5%	128.24 Euros
Administration flat rate 11th floor (Oct.15-Oct.31 06)	2,344.11 Euros	1.5%	19.28 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,258.33 Euros
Sales tax (16%)			1,961.33 Euros
Total rent, gross			14,219.66 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2b

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for November 1, 2006 through November 30, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.10 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,806.75 Euros
Sales tax (16%)			2,049.08 Euros
Total rent, gross			14,855.83 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2c

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
for December 1, 2006 through December 31, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Dec.1-15,06)	371.7 m2	0.00 Euro/m2	0.00 Euros
Office space 11th floor (Dec.16-31,06)	371.7 m2	11.50 Euro/m2	2,206.22 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			15,012.97 Euros
Sales tax (16%)			2,402.08 Euros
Total rent, gross			17,415.05 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2d

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
valid as of January 1, 2007

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	1,115.1 m2	11.5 Euro/m2	12,823.65 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			17,081.30 Euros
Sales tax (16%)			2,733.01 Euros
Total rent, gross			19,814.31 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

BECKEN INVESTITIONEN & VERMÖGENSVERWALTUNG 20097 HAMBURG
10th Floor

[scale]
Rental spaces Berliner Tor Center Appendix 1

Appendix 2a

Berliner Tor-Center, Hamburg

Description of building / expansion rules

Office space in renovated high-rise building
(former Police building)

General

When construction commenced on the piece of land located at Beim Strohhause 31, the core of the former Police Building on this land was retained and then generally renovated both inside and out. The newly expanded section, the internal infrastructure and the facades were all completely renewed. Access to the building was also improved by transferring the location of the staircase. The overall support framework as well as parts of the elevator system remain intact. A staircase is now interconnected with the two-story underground garage.

The rooms and rented space distribution depicted in the floor plans are optional and can be adapted upon notification of the individual rented space party. The rented spaces are equipped as offices in accordance with the following description of building construction.

1. Building shell / construction of building

Made with steel-reinforced concrete in locally made cement construction. Floor and ceiling construction in II-cement slabs, reinforced concrete supports in grids of 5.16 m. Two reinforced concrete wall panels and a staircase and elevator core added.

Ceiling capacity in offices 5 kn/m².

Facade construction as modern, thermally isolated aluminum construction, in the facade grid approximately 1.30 m. Parapet panel as

Appendix 2a

F90 element. Window element with three opening wings for purposes of ventilation and cleaning. Sun protection blinds in space between the window panes, operable via hand cranks from inside room.

2. Hollow space floors

In hallways and offices, a hollow-space flooring, suitable for sub-floor installation boxes, is planned. The hollow-space flooring is suitable for installations by lessees.

3. Floor coverings

Carpets, anti-static and dirt-resistant, including PVC carpet moldings in the offices and hallways (material price up to DM 20.00/m² including cutting).

4. Tiles

Restrooms and restroom foyers will have tiles on walls and floors, either glossy or matt, up to ceiling height, including a colored frieze at architrave height.

The kitchenettes will have matt or glossy tiles in the tiled areas and on the floors.

Rooms with floor tiles without wall tiles will have a base-plate tile.

5. Inner doors

Inner, office doors will have steel frames, wooden door panels of beechwood veneer with wood glue and three-sided standard sunk joints. Door handles and inner locks and doorstops are of aluminum. The inner, office doors will have will have hard upper and side elements in accordance with the architect’s plans.

Access doors to restrooms will have locks and be undercut for purposes of ventilation.

Appendix 2a

6. Dry construction work / lightweight walls

The partitioning walls on the floors with offices will consist of lightweight mounted walls with metallic stabilizing elements, outfitted on both sides with plaster slabs up to the ceilings and then plaster-finished for the painter, insofar as the static requirements of the building permit.

Office partitioning walls: D = 10 cm, each side is simply planked. Hallway partitioning walls and walls of internal archives rooms: D = 12.5 and/or 10 cm, each side is doubly planked.

Rental spaces partitioning walls on each floor: D = 15.5 cm, each side is doubly planked.

Tiled walls and walls in utility/restrooms will have outer planking of impregnated GKF slabs.

7. Walls of combination-office spaces (optional)

In partial sectors (30% of the office space), instead of normal office subdivisions with central hallway and offices allotted to both sides, spaces known as combination offices can also be created. The walls of the combination offices will have the facade grid of approximately 1.30 m and consist of alternately mounted wooden door elements with hard translucent panels above them and hard narrow glass/wood panels on the sides of single-pane safety glass. The doors and glass panes are framed in steel fittings.

8. Suspended ceilings

In the office spaces and hallways, as suspended plasterboard ceilings with lighting fixtures mounted on them. In the restrooms, a suspended ceiling of LM panels with cutouts for light fixtures and ventilation.

Appendix 2a

9. Steel doors, T30, T90 doors

In accordance with the plans, ducts and technical rooms will have T30 / T90 steel doors according to their needs, in the appropriate size and quality.

Door hinges as above.

Metal-glass doors for rented spaces in required size.

Access door to rented spaces with electronic-open function. The arrangement and quality as well as the equipment of the doors will be executed in accordance with bureaucratic pre-requisites.

10. Painting

Offices:

Raw-fiber wallpaper of fine texture with washable paint, GK ceilings painted with latex emulsion wall paint.

Kitchenette:

In the non-tiled areas, raw-fiber wallpaper of medium texture with scratch-resistant paint, GK ceilings where possible painted with latex emulsion wall paint.

Sluices, inner corridors and access corridors:

Fiberglass textile with scratch-resistant paint, GK ceilings painted with latex emulsion paint.

Concrete and/or masonry walls polished, plastered or painted in accordance with the plans of the architect.

11. Locks / Signs

Locks have master key systems with sub-divided groupings. Profile lock cylinder including the required elongation for all doors except restroom access doors. Signs on office hallway walls next to office doors of Plexiglas with internal plates for signs of lessees.

Appendix 2a

12. Facades

As lightweight metal construction with approximately 55 cm high architrave element. Window elements as connective wings with integrated sun-protection blinds, operated with a hand crank from inside. For purposes of ventilation, the windows can be opened and outfitted with opening braces to adjust their opening angle.

13. Heating

Pumped hot water heating with static heating elements of plated metal mounted on the facades.

Internal rooms will, as a rule, have no radiators. Each radiator will have a thermostat valve. The consumption rate is measured by means of evaporation pipettes mounted on the radiators.

14. Room ventilation

The basic concept of the facade was selected so that natural ventilation from opening windows is possible.

Corresponding to the wind conditions, a mechanical ventilation system is planned as of the 8th floor. Ventilation via a 2.5X air exchange per hour with cooling.

A mechanical ventilation is also possible on the first through seventh floors, technically possible including cooling, insofar as the lessees are willing to bear the additional costs.

Restroom ventilation according to regulations, air input via air-stream above the restrooms doors.

15. Gas, Water, Drainage and Fire Extinguishers

The drainage of the building is effected via a separation system.

Appendix 2a

Installations are mounted above one another. Restroom foyers and restrooms without floor drains.

The water supply is from the municipal drinking water system. For upper floors, a booster station is planned. Hot water is supplied via restroom boilers.

16. Restroom fixtures

Toilets will be mounted on the walls with water tanks mounted beneath the plaster, wash basing unit, suction-action urinals with pressure rinsing, single lever faucets, 5-liter boilers beneath the sinks (hot water), toilet paper roll holders, coat hangers, crystal mirror.

17. Kitchenette equipment

Connections for built-in sink, 5-liter boiler beneath the sink (boiling water apparatus), connection for dishwasher.

Brand-name kitchenette counters up to maximum 3 meters long, depending on the size of the rented spaces and the construction requirements, with upper and lower cabinets, sink and stainless steel drip-dry surface, connections for refrigerator and microwave appliances.

18. Electrical system

The low voltage supply of the rented spaces is effected from the network stations of the EVU. Each rented space has a capacity of 40 watt/m² reserved for it. The size of the rented space is decisive for the type of electric meter (located in the meter room in the basement).

     Rented space proportion of performance > 40KW: direct meter

     Rented space proportion of performance < 40 KW: modified meter

Appendix 2a

From floor distribution (sub-divided into various rented spaces) the required electrical energy is separated into current cycles:

- in ceiling area via cable mounts, lighting fixtures which are switched on via wall switches;

- in hollow-space floors, two window frame electrical edgings with 4 wall plugs (230 volt) and 4 system-empty plugs for computer/telecommunication connections are planned.

The offices will have series-plugs for dimming and intensifying of lights:

     Plug 1      window side

     Plug 2      hallway side

For purposes of cleaning, beneath the series-plugs, a cleaning plug next to each office door is planned.

Lighting:

It is planned to install direct-indirect beaming pendulum lighting fixtures in all offices to take advantage of the ceiling reflection.

- Offices of rented spaces with pendulum lighting fixtures with direct-indirect proportions

Light strength according to ASR
(up to approximately 500 Lux)

- Office hallways as pendulum lighting or as built-in downlights according to plans.

Light strength according to ASR
(up to approximately 100 Lux)

Restrooms, kitchenettes, side rooms with built-in downlight, according to plans:

Appendix 2a

Light strength according to ASR
(up to approximately 200 Lux)

Fire alarm system:

Depending on the municipal requirements, a fire alarm is planned as follows:

Hallways and escape routes:	Optical smoke detector
Kitchens:	Temperature-difference alarm
Archives:	Optical smoke detector

Broadband communication system

Central broadband communication system with turnover point in basement. Building amplifier and main connections with cutoff plugs to each rented space. One broadband communication connection plug per rented space.

Intercom/doorbell system:

For each rented space, an intercom and doorbell system with door-opener function is planned. The intercom can be used from the main entrance and from the entrance to each rented space. The intercom receiving unit is planned as a table unit near the entrance to each rented space.

Remote technical equipment and fittings:

The rented spaces are interconnected via electrical lines, cable conduits and empty ducts to the telecommunication connection room. The installations for telecommunications on the part of the lessees are to be made up to the handover point in the telecommunication connection room so that the connection to each telecommunication provider can be realized.

Appendix 2a

19. General fixtures

The following general fixtures and equipment serve the general safety and the overall supply of the building ensemble. Some are available for the cooperative use of the lessees.

Elevators:

As high-speed elevators, each with 4 elevator cabins per office floor.

Remote television cameras:

In external areas on ground floor level, there is a television camera guardian system at the entrances. The television signal is then transmitted to house and doorman positions still to be defined and broadcast on television screens.

Access control:

The control and supervision of the main entrances on the ground floor is effected via identification-scanners and identification cards. The card system can be ordered from the lessor by the lessee at an additional cost.

Waste disposal:

Waste disposal takes place centrally in the basement of the building. Trash containers are made available for disposal of trash at the pick-up spot (only non-recyclable trash for municipal trash pick-up services) by a central janitorial service on the posted pick-up days for the municipal pick-up services. All other types of waste, e.g. paper and cardboard, plastic packaging, glass and recycling materials of all types, must be collected and disposed of by the lessees.

Basement / underground garage:

The basement floors and the underground garage are accessed via two central garage ramps. The entrance is via the card-reading and barrier-protected area at the head (and foot) of the ramps. Depending on the

Appendix 2a

rental situation, magnetic cards can be requested from the lessor, at the lessee’s expense , for garage parking spaces.

Bicycle storage and all technical systems for utilities are located on the basement levels. Regulations as above.

External areas:

The external areas are to be fashioned into highly attractive spots, according to plan. Outdoor furniture, lighting and greenery according to plan. Parking spaces for vehicles and bicycles according to plan. Truck parking spaces are available for lessees to a limited extent, depending on rental agreements.

Hamburg, September 13, 2000

Marc Holzhausen, certified engineer

	Planung:	Mletobjekt:
—   Wand neu	Rothmann und Partner	Berliner Tor Center — 10.OG
Wand Abbruch	Gelbelstr. 57
	22303 Hamburg	30.06.05 M. 1:200
	Tel.: 040 - 650 336 60	Raum- und Funktionsplanung des
•      Bodentank Bestand	Fax: 040 - 650 336 66	Mieters Mediatransfer
•      Bodentank neu	Mail: info@rothmann-und-partner.de	Anlage 2b

—   Wall, new	Planning:
Wall demolished	Rothmann und Partner
	Geibelstr. 57
•      Floor tank, existing	22303 Hamburg (Germany)
•      Floor tank, new	Tel. 040 650 336 60
	Fax. 040 650 336 66
	E-Mail: info@rothmann-une-partner.de

Rental property:
Berliner Tor Center — 10th floor

June 30, 2005, scale 1:200
Room and Function Planning of
lessee Media Transfer
Appendix 2b

Optional space            Media Transfer AG
Appendix 2c

[scale]
11th floor      Construction sector 1
BECKEN INVESTITIONEN & VERMÖGENSVERWALTUNG

Appendix 3

Regulations about listing operating costs

1. Operating costs

i) Operating costs are expenses that are continuously incurred by owner or builder, through ownership or the right to build on a particular piece of property, or through the use of a building, a secondary building, external areas, equipment and land. Materials and work of the owner or builder can be invoiced in the amount which would be charged for the equivalent rendering of services a third party, particularly an entrepreneur; the sales tax charge by a third party must not be included.

ii.) The following are not to be included in operating costs:

1. expenses that are incurred for employees and equipment necessary for the administrative management of the building, supervision expenses, the value of a lessor’s personally rendered administrative work, expenses for mandatory or voluntary auditing of the annual balance sheet and expenses for management (administration).

2. expenses incurred during the period of use for ensuring the stipulated purpose, specifically for removing the effects of use, age and weather through construction or for properly eliminating other deficiencies (expenses for maintenance and repair).

2. List of operating costs

Operating costs as understood by Article 1 include:

1. ongoing public costs for the building

this includes Property Tax;

2. water supply costs

including the costs for water usage, basic fees, costs of renting or other type of meter reading of usage and the costs for using such meter

Appendix 3

devices, including their calibration and the costs of calculation and distribution, the costs of maintaining the water regulators, the costs of operating a water supply system for that particular building and a water purification system, including purification materials;

3. sewage costs

including the fees for the building and property drainage, the costs of operating an appropriate private (not municipal) system and the costs of operating a drainage pump;

4. costs

a) of operating a central heating system, including the exhaust system

including the costs of fuels, their delivery, the costs of operating electricity, the costs of operating the system, supervising and maintenance costs of the system, regular control of its functions and safety, including its adjustment by a qualified professional, the cleaning of the system and the room in which it functions, the costs of measurements in accordance with the national emission laws, the costs of renting or otherwise providing a device to measure usage and the costs of using such measurement device, including its calibration and the costs of calculation and distribution;

or

b) of operating a central fuel supply system

including the costs of fuels and their delivery, the costs of operating electricity and the costs of supervision, cleaning the system and the room in which it functions;

Appendix 3

or

c) the independent commercial delivery of remote heat, including from systems as understood in section a) above, including the compensation for delivery of remote heating and the costs of operating the necessary systems in the building in accordance with section a);

or

d) the cleaning and maintenance of the floor heating and individual gas burning facilities

including the costs of removing water deposits and fuel residue in the system, the costs of regular operational and safety checks for the system and the necessary adjustments by a qualified professional, as well as the costs of measurements in accordance with national emission laws;

5. costs

a) of operating a central hot water supply system

including the costs of water supply in accordance with section 2, insofar as they are not therein included and the costs of hot water corresponding to no. 4, section a;

or

b) of an independent commercial delivery of hot water, including from systems as understood in section a)

including compensation for delivery of hot water and the costs of operating the corresponding system in the building, in accordance with no. 4, section a;

or

c) of the cleaning and maintenance of hot water devices

including the costs of removing water deposits and fuel residue from inside the devices as well as the costs of regular operational and safety checks and the necessary adjustments by a qualified professional;

6. the costs of interconnected heating and hot water supply systems

a) for central heating systems corresponding to no. 4, section a, and corresponding to no. 2, insofar as they are not reflected therein,

Appendix 3

or

b) for independent commercial delivery of heat corresponding to no. 4, section c and corresponding to no. 2, insofar as they are not reflected therein,

or

c) for interconnected floor heating and hot water supply systems corresponding to no. 4, section d and corresponding to no. 2, insofar as they are not reflected therein;

7. the expenses of operating a passenger or freight elevator

including the costs of operating electricity, the costs of supervision, operating, maintenance, regular function and safety checks, including adjustments by a qualified professional and the costs of cleaning the elevator system;

8. the expenses of street cleaning and waste removal

including the costs of municipal street cleaning and the fees charged for this service and the costs of non-public measures, the costs of waste removal, whether in the form of municipal fees for this service, or for appropriate private services, the costs of operating trash compressors, garbage chutes and refuse suction systems and the operation of trash collection areas including the costs of calculation and distribution;

9. the expenses of building cleaning and extermination of vermin

including the cleaning of the generally accessible spaces of the building, e.g. entrances, hallways, staircases, cellar, attic rooms, utility rooms, elevator cabin;

10. landscaping expenses

including the costs of maintenance of the garden areas, the renewal of plants and bushes, the care of playgrounds including renewal of sand and maintenance of the spaces, entrances and driveways serving non-public traffic;

Appendix 3

11. lighting expenses

including the costs of electricity for outdoor lighting and lighting of the general spaces of the building, such as entrances, hallways, staircases, cellars, attic rooms, utility rooms;

12. chimney cleaning expenses

including the chimney sweep fees in accordance with municipal regulations, insofar as these costs are not included in no. 4, section a;

13. property and liability insurance expenses

including the costs of insuring the building against fire, storm and water damages, as well as other natural forces, glass insurance, liability insurance for the building, the oil tank and the elevator;

14. janitorial service expenses

including the compensation, social insurance payments and all monetary benefits issued by the owner or administrator of the building to the janitor for his work, insofar as this does not include maintenance, repair, renewal, beautification repairs or building administration; insofar as such work is carried out by a janitor, costs for work outlined in no. 2 — 10 must not be listed;

15. the expenses

a) of operating general antenna systems

including the costs of operating electricity and the costs of regular function and safety checks, including their adjustment by a qualified professional or the payment for an antenna system that does not belong to the building, and the fees and expenses incurred for cable broadcasts in accordance with copyright laws;

or

b) of operating a broadband cable network-connected private distributor system

including the costs corresponding to Section a, as well as ongoing monthly basic fees for broadband services;

Appendix 3

16. the expenses of installing and operating a laundry room

including the costs of operating electricity, supervision, maintenance and cleaning of the installation, regular function and safety checks and the costs of water supply corresponding to no. 2, insofar as they are not therein reflected;

17. other operating costs

including operating costs as understood by Article 1, which are not reflected in sections 1 through 16.

Appendix 4

Surety bond

between

- as lessor -

and

- as lessee -

a rental contract for                                                   
on                                                                                  
has been concluded.

In accordance with Article 7 - Security deposit - of the rental contract, the lessee agrees to a cash deposit to secure all claims of the lessor in the rental relationship, including claims on compensation for use in case of delayed return or secondary claims.

We hereby assume the absolute suretyship in this matter, with the proviso that we can only be required to pay claims for all existing and future, whether conditional or term claims, which the lessor from the above-described rental relationship makes upon the lessee or will make upon the lessee, to the amount of

Euro                                                                                  
(in words:                                                                                                      ).

We cede the plea of disputability, of offset chargeability and of benefit of discussion in accordance with Section 770, 771 of the national laws (BGB), the right outlined in Article 776 of the national laws (BGB) and the right of deposit. We agree, upon the first written demand, to pay without delay the sum owed to the lessor.

Our obligations from this surety bond expire if this pledge of guarantee is returned to us by the lessor or by a third party with the agreement of the lessor. This return must then take place, when all payment obligations from the rental relationship have been fulfilled upon termination of the rental relationship. We can secure release from this surety bond at any time by paying the guaranteed sum.

Our surety bond is subject to the laws of Germany. Legal venue has been agreed upon as Hamburg.

                                                                   , (date)                                           

                                                                                   (signature of bank)

Appendix 5a

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
valid from September 1, 2005 through February 28, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

		Basis of calculation		Rent
Office space		743.5 m2	0.00 Euro/m2	0.00 Euros
Storage space		57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	}	743.5 m2	3.00 Euro/m2	2,230.50 Euros
Heating costs pre-payment		1
Maintenance flat rate charge		743.5 m2	0.00 Euro/m2	0.00 Euros
Administration flat rate		8,550.25 Euros	1.5%	128.25 Euros
Parking spaces		8 each	80.00 Euros each	640.00 Euros
Total rent, net				2,998.75 Euros
Sales tax (16%)				479.80 Euros
Total rent, gross				3,478.55 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 520 / 11490

Appendix 5b

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
valid from March 1, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

		Basis of calculation		Rent
Office space		743.5 m2	11.50 Euro/m2	8,550.25 Euros
Storage space		57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	}	743.5 m2	3.00 Euro/m2	2,230.50 Euros
Heating costs pre-payment		1
Maintenance flat rate charge		743.5 m2	0.00 Euro/m2	0.00 Euros
Administration flat rate		8,550.25 Euros	1.5%	128.25 Euros
Parking spaces		8 each	80.00 Euros each	640.00 Euros
Total rent, net				11,549.00 Euros
Sales tax (16%)				1,847.84 Euros
Total rent, gross				13.396.84 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 520 / 11490

Appendix 6

Garage Regulations

1. The parking places are only for parking personal motor vehicles, i.e. automobiles. The lessee is permitted to use the spaces only for this express purpose.

2. The lessor assumes no liability for theft or damage of parked vehicles.

3. Construction modifications to the parking spaces by the lessee are prohibited.

4. The lessor agrees not to store any gasoline/diesel/fuel.

5. The lessee shall grant use of his parking space(s) to a third party only with permission of the lessor. Such permission can be refused only for important reasons.

6. The general spaces and equipment on the property/in the garage must be utilized by the lessee in such a way that no other users are restricted from their use. The lessee agrees to drive in the driveways at a maximum speed of 10 km/hr and heed the applicable traffic regulations valid for general traffic.

7. The lessee agrees to avoid all unnecessary noise, particularly through honking the car horn and/or letting the engine run. Both smoking and any open flames are prohibited in the garage.

8. The lessee is fully liable for any and all damages in the parking areas that he/she has caused. The burden of proof is on the lessee to demonstrate that he/she has not acted culpably. Technical defects in the parking installation are an exception to this rule.

9. Headlights shall be used at all times when driving in the garage. The traffic and emergency access ways (at entrance and exit and emergency exits) must always be kept free.

10. In case of fire, the fire doors close automatically on the garage floors. Vehicle engines must immediately be turned off, the vehicles secured and the garage exited as quickly as possible.

11. The automatic barrier is intended for motor vehicles, i.e. cars, without trailer attachments. Trucks are not allowed to enter the garage. Only 1 motor vehicle is to enter the parking area each time the barrier opens. The barrier then closes automatically after a motor vehicle has passed. Pedestrians and bicyclists and wheelchair users are not permitted to pass through the barrier, since there is a risk of injury.

Hamburg, (date)

                                                            
Signature of lessee

Appendix 7

[Instructions for Operation of Hydraulic Lift]

COPY

1st Addendum
to Rental Contract of July 8, 2005

between

Dieter Becken
BECKEN Investitionen & Vermögensverwaltung
Beim Strohhause 17, 20097 Hamburg (Germany)

- hereinafter “Lessor” -

and

Media Transfer AG
represented by the Managing Board
Beim Strohhause 31, 20097 Hamburg (Germany)

- hereinafter “Lessee” -

Contract Number 208.06

Preamble

The Lessor, under the terms of the Rental Contract of July 8, 2005, has leased office space in the office building known as Berliner Tor Center, address: Beim Strohhause 17 — 31, 20097 Hamburg, Germany, consisting of office space on the 10th floor at Beim Strohhause 31 comprising a floor space of about 743.5 m² as well as 8 parking spaces and a storage space.

In addition to the Rental Contract of July 8, 2005, the validity of which continues unless expressly suspended in the following articles of contract, the two parties also agree to the following:

1. The lessee exercises his right in accordance with Article 1, Section 7 of the Rental Contract of July 8, 2005, to lease, in addition, in accordance with the conditions specified in the Rental Contract of July 8, 2005, the rental space on the

11 floor, east side, Beim Strohhause 31 (Appendix 1: green-colored space) comprising a floor space of approximately 371.7 m² (including proportionate use of the general spaces). Diverging from Article 1, Section 7 of the Rental Contract of July 8, 2005, the lessee also leases one half of the Server Room.

2. The rental agreement for the additionally rented space as outlined in Section 1 above commences on October 15, 2006 and ends on August 31, 2010. Article 3, Section 3 of the Rental Contract of July 8, 2005 is applicable in this connection.

3. For the additionally rented space as outlined in Article 1 above, the lessee is granted a rent-free period from October 15, 2006 until December 15, 2006. During the rent-free period, all operating costs and other secondary costs in accordance with Article 6 of the Rental Contract of July 8, 2005 plus the Sales Tax as required by law must be paid in full.

4. The current rental amount calculations are specified in Appendix 2a to 2d in this Addendum.

5. The amount of the rent, excluding operating costs and heating costs and the agreed flat rate for administrative costs for the additionally rented space as outlined in Section 1 above will be value-safeguarded as follows: The rent, excluding operating costs, heating costs, and the administrative flat rate charge, will change as of September 1, 2007 in accordance with the changes of the National Office of Statistics for all inflationary changes before August 2007, based on the Consumer Price Index for Germany (basis: year 2000 = 100, for all of Germany) corresponding to the value in August 2006 (“first calculation basis month”). Article 4, Sections 5b and 5c, Section 6 and Section 7 are applicable in this connection.

6. The lessor, in accordance with the additionally rented space outlined in Article 1 above, will carry the costs for the following renovations and expansions:

- partitioning of rented space, particularly the Server Room

- removal of double floors and unnecessary electric cords in Server Room

- adaptation of restrooms, insofar as this is required by law

- removal of the entrance control of previous lessee

- shampoo cleaning of carpeted floors

- painting (white) of walls

- suitable refurbishment of entrance area, corresponding to the standards carried out on the 2nd floor

page 2 of 4

1st Addendum Becken ./. MediaTransfer AG

Outside of this, the additionally rented space, as outlined in Article 1 above, will be handed over in its current condition.

7. The lessee, in accordance with the additionally rented space outlined in Article 1 above, will take possession of the following fixtures of the previous renter:

- KAT-5 cables

- racks / cabinets, insofar as these have been left by the previous renter without cost § Article 1 of the Rental Contract of July 8, 2005 is applicable in this connection.

8. The lessee, for the additionally rented space outlined in Article 1 above, will pay a deposit in the amount of 3 month’s rent (18,979.11 Euros). Outside of this, Article 7 of the Rental Contract of July 8, 2005 is applicable.

9. The additionally rented space as outlined in Article 1 above must, upon the termination of the rental relationship, be renovated (walls painted white, carpeted floors shampooed, other floors cleaned) before it is handed over to the lessor. Damaged, spotted and/or inordinately worn down floor coverings must be replaced. Construction modifications and built-in installations must be removed upon lessor’s request, so that the state of the rental space prior to the start of the rental relationship, i.e. before the construction and installation modifications were made, is restored. When moving out of the rental space, the lessee must leave the rented spaces in the condition specified in the contract and return all keys, including those made by the lessee himself. Otherwise, the lessor is permitted to open the rooms and have new locks made at the lessee’s expense.

10. The lessee, for the rental space on the 11th floor, west side, Beim Strohhause 31, 20097 Hamburg (Germany) comprising a floor space of approximately 371.7 m² (Appendix 1: white-colored space), is granted a right of rental for which the lessee will notify the lessor by July 31, 2007 as to whether he wishes to exercise the right of rental. If there is interest in rental of this space, the rental relationship for the area on the 11th floor, west side, Beim Strohhause 31, 20097 Hamburg (Germany) will commence on October 15, 2006 in accordance with the conditions in the Rental Contract of July 8, 2005. This rental space will be handed over in its current condition, with walls newly painted white and the carpeted floors shampooed.

page 3 of 4

11. Insofar as the right to rent, under the terms outlined in Article 10 above, has not been exercised by July 31, 2007, the lessor will contract the partitioning of the rental space on the 11th floor and the adaptation of the restrooms, as outlined in Article 6 above.

12. If a specified point of agreement in this Addendum is or becomes inoperative or invalid, the effectiveness and/or validity of the remaining points in the Addendum are not affected. In such a case, the invalid/inoperative point must be reformulated or supplemented by the parties to the agreement in such a way that the original purpose of the clause is achieved. The same applies the event that a loophole in the rental clauses is discovered that needs to be filled.

Appendix 1: Floor plan of 11th floor, east side (green-colored space) / west side (white-colored space)

Appendix 2a: Rent calculations October 1, 2006 — October 31, 2006

Appendix 2b: Rent calculations November 1, 2006 — November 30, 2006

Appendix 2c: Rent calculations December 1, 2006 — December 31, 2006

Appendix 2d: Rent calculations from January 1, 2007

This Addendum is an integral component of the Rental Contract referred to above and is accepted by both parties as attached to it.

Hamburg, July 5, 2006	Hamburg, June 30, 2006
(signed) Dieter Becken	(signed) Media Transfer AG

page 4 of 4

Berliner Tor Center Construction sector no. 1

Media Transfer AG	[scale]	Floor plan of floor space
11th floor		Appendix 1

BECKEN INVESTITIONEN & VERMÖGENSVERWALTUNG

Appendix 2a

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for October 1, 2006 through October 31, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Oct.15-Oct.31 06)	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	743.4 m2	3.00 Euro/m2	2,230.20 Euros
Operating costs pre-payment
11th floor (Oct.15-Oct.31 06)	371.7 m2	3.00 Euro/m2	611.51 Euros
Administration flat rate	8,549.10 Euros	1.5%	128.24 Euros
Administration flat rate
11th floor (Oct.15-Oct.31 06)	2,344.11 Euros	1.5%	19.28 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,258.33 Euros
Sales tax (16%)			1,961.33 Euros
Total rent, gross			14,219.66 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2b

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for November 1, 2006 through November 30, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.10 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,806.75 Euros
Sales tax (16%)			2,049.08 Euros
Total rent, gross			14,855.83 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2c

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
for December 1, 2006 through December 31, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Dec.1-15,06)	371.7 m2	0.00 Euro/m2	0.00 Euros
Office space 11th floor (Dec.16-31,06)	371.7 m2	11.50 Euro/m2	2,206.22 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			15,012.97 Euros
Sales tax (16%)			2,402.08 Euros
Total rent, gross			17,415.05 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 2d

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
valid as of January 1, 2007

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	1,115.1 m2	11.5 Euro/m2	12,823.65 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			17,081.30 Euros
Sales tax (16%)			2,733.01 Euros
Total rent, gross			19,814.31 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

COPY

2nd Addendum
to Rental Contract of July 8, 2005

between

Dieter Becken
BECKEN Investitionen & Vermögensverwaltung
Beim Strohhause 17, 20097 Hamburg (Germany)

- hereinafter “Lessor” -

and

Media Transfer AG
represented by the Managing Board
Beim Strohhause 31, 20097 Hamburg (Germany)

- hereinafter “Lessee” -

Contract Number 208.06

Preamble

The Lessor, under the terms of the Rental Contract of July 8, 2005, has leased office space in the office building known as Berliner Tor Center, address: Beim Strohhause 17 — 31, 20097 Hamburg, Germany, consisting of office space on the 10th floor at Beim Strohhause 31 comprising a floor space of about 743.5 m² as well as 8 parking spaces and a storage space.

1st Addendum of June 30 and July 5, 2006 at Office Building Berliner Tor Center, Beim Strohhause 17 - - 31, 20097 Hamburg (Germany), office space on the 11 floor, Beim Strohhause 31 comprising a floor space of approximately 371.7 m² to the lessee.

1st Addendum Becken ./. Media Transfer AG

In addition to the Rental Contract of July 8, 2005, the validity of which continues unless expressly suspended in the following articles of contract, the two parties also agree to the following:

1. The lessee exercises his right in accordance with Article 1, Section 7 of the Rental Contract of July 8, 2005 to lease, in addition, in accordance with the conditions specified in the Rental Contract of July 8, 2005, the rental space on the 11 floor, east side, Beim Strohhause 31 (Appendix 1: green-colored space) comprising a floor space of approximately 371.7 m² (including proportionate use of the general spaces). Diverging from Article 1, Section 7 of the Rental Contract of July 8, 2005, the lessee also leases one half of the Server Room.

2. The rent-free time period for the additional rented space which was agreed upon in the 1st Addendum of June 30 and July 5, 2006 shall commence, diverging from the June 30 and July 5, 2006 date of commencement specified in the 1st Addendum, on December 15, 2006 and end on February 15, 2007. In the rent-free period, all operating costs and other secondary costs, in accordance with Article 6 of the Rental Contract of July 8, 2005, plus the Sales Tax as required by law are to be paid in full.

3. The current rental-amount calculations are specified in Appendix 1a to 1d in this Addendum.

4. If a specified point of agreement in this Addendum is or should become inoperative or invalid, the effectiveness and/or validity of the remaining points in the Addendum are not affected. In such a case, the invalid/inoperative point must be reformulated or supplemented by the parties to the agreement in such a way that the original purpose of the clause is achieved. The same applies in the event that a loophole in the rental clauses is discovered that needs to be filled.

Appendix 1a: Rent calculations December 1, 2006 — December 31, 2006

Appendix 1b: Rent calculations January 1, 2007 — January 31, 2007

Appendix 1c: Rent calculations February 1, 2007 — February 28, 2007

Appendix 1d: Rent calculations March 1, 2007

This Addendum is an integral component of the Rental Contract referred to above and is accepted by both parties as attached to it.

Hamburg, November 24, 2006	Hamburg, October 30, 2006
(signed) Dieter Becken	(signed) Media Transfer AG

Appendix 1a

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for December 1, 2006 through December 31, 2006

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Dec.15-Dec.31 06)	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	743.4 m2	3.00 Euro/m2	2,230.20 Euros
Operating costs pre-payment
11th floor (Dec.15-Dec.31 06)	371.7 m2	3.00 Euro/m2	611.51 Euros
Administration flat rate	8,549.10 Euros	1.5%	128.24 Euros
Administration flat rate
11th floor (Dec.15-Dec.31 06)	2,344.11 Euros	1.5%	35.16 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,274.20 Euros
Sales tax (16%)			1,963.87 Euros
Total rent, gross			14,238.07 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 1b

Becken
Investments & Asset Management

Calculation of the monthly rent payments
for January 1, 2007 through January 31, 2007

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor	371.7 m2	0.00 Euro/m2	0.00 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.10 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			12,806.75 Euros
Sales tax (19%)			2,433.28 Euros
Total rent, gross			15,240.03 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

Appendix 1c

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
for February 1, 2007 through February 28, 2007

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	743.4 m2	11.5 Euro/m2	8,549.10 Euros
Office space 11th floor (Feb.1-15,07)	371.7 m2	0.00 Euro/m2	0.00 Euros
Office space 11th floor (Feb.16-31,07)	371.7 m2	11.50 Euro/m2	1,984.61 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			14,791.37 Euros
Sales tax (19%)			2,810.36
Total rent, gross			17,601.73 Euros

Bank information of lessor:

Account holder	BECKEN Investitionen & Vermögensverwaltung
Account number	44 05 080
Bank	Hypo Vereinsbank AG Hamburg
Bank routing number	200 300 00
Tax number of lessor	2222 / 230 / 23935

Appendix 1d

BECKEN
Investments & Asset Management

Calculation of the monthly rent payments
valid as of March 1, 2007

Property	Berliner Tor Center, Beim Strohhause 17 — 31, 20097 Hamburg (Germany)
Lessee	Media Transfer AG
Rental object	10th floor / 11th floor, Beim Strohhause 31, 20097 Hamburg (Germany)

	Basis of calculation		Rent
Office space	1,115.1 m2	11.5 Euro/m2	12,823.65 Euros
Storage space	57 m2	0.00 Euro/m2	0.00 Euros
Operating costs pre-payment	1,115.1 m2	3.00 Euro/m2	3,345.30 Euros
Administration flat rate	12,823.65 Euros	1.5%	192.35 Euros
Parking spaces	9 each	80.00 Euros each	720.00 Euros
Total rent, net			17,081.30 Euros
Sales tax (19%)			3,245.45 Euros
Total rent, gross			20,326.75 Euros

Bank information of lessor:

Account holder:	BECKEN Investitionen & Vermögensverwaltung
Account number:	44 05 080
Bank:	Hypo Vereinsbank AG Hamburg
Bank routing number:	200 300 00
Tax number of lessor:	2222 / 230 / 23935

EX-10.6.20

     Exhibit 10.06.20

DECIMA RESEARCH INC.
LEASE FROM
ALEXIS NIHON
REAL ESTATE INVESTMENT TRUST
FOR PREMISES AT
1080 BEAVER HALL HILL,
MONTREAL, QUEBEC

Gowling Lafleur Henderson LLP
Barristers & Solicitors
Suite 2600, 160 Elgin Street
Ottawa, Ontario
K1P 1C3
(Laurie J. Sanderson / File No. 02-356736)

TERM SHEET

Prepared: January 16, 2006

This term sheet us provided solely as a summary of the basic terms and conditions of a lease agreement pertaining to the premises described herein. It is not intended to be and should not be taken as a legal interpretation of the lease referenced herein. We strongly recommend that each clause be read in its entirety prior to taking action in regard to the same.

Capitalized terms have the meanings given to them in the Lease.

LANDLORD:

Alexis Nihon Real Estate Investment Trust                (“Nihon”)

TENANT:

Decima Research Inc.                (“Decima”)

PREMISES:

Suite 400, 1080 Beaver Hall Hill, Montreal, Quebec

AREA OF PREMISES:

15,321 square feet, subject to any subsequent measurement by
Nihon in accordance with the Lease                (s. 2.2)

TERM:

10 Years and 3 months

COMMENCEMENT DATE:

February 1, 2006

EXPIRY DATE:

April 30, 2016

FIXTURING PERIOD:

Decima is granted a Fixturing Period from September 15, 2005 to January 31, 2006 to set up and operate its business. During the Fixturing Period, Decima is not required to pay Basic Rent or Additional Rent, but will be responsible for fees related to any request from Decima for provision (i) climate control outside normal business hours; and (ii) janitorial and cleaning services in the Premises (Schedule “B”, s. 1.1)

OPTION TO EXTEND:

Provided it has respected its obligations under the Lease, Decima has an option to extend the Term for 1 additional period of 5 years. To exercise such option, Decima must give Nihon written notice by April 30, 2015. The extended term is to be on the same terms and conditions as the initial Term, except for the Basic Rent, the Contribution, the Landlord’s Work, the Right to Terminate and any further option to extend. The Basic Rent for the extended term is to be negotiated based on current fair market rent for leases with similar terms, for comparable premises as if leased to an existing tenant on renewal of their lease in comparable buildings and locations. Nihon and Decima are to agree on the Basic Rent for the extended term within 60 days from Nihon’s receipt of Decima’s notice exercising the option, failing which the option to extend will be null and void. The option to extend is personal to Decima and may not be assigned or transferred except to a Permitted Transferee. (Schedule “B”, s. 2)

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RIGHT TO TERMINATE:

Provided Decima is not then in default under the Lease and has remitted the Indemnity (see below) within the prescribed time limit, Decima will have a one time Right to Terminate the Lease on April 30, 2012. To exercise such right, Decima must give Nihon written notice by April 30, 2011.

Decima is to remit to Nihon, by March 30, 2012, an indemnity for its use of the Right to Terminate, by certified cheque, in an amount equivalent to the unamortized portion of the Landlord’s Work, the Contribution, the Commission and all leasing costs, plus interest at 10% per annum, failing which the Right to Terminate will be null and void.

Decima is also to reimburse Nihon for any amount owed for the adjustment of Additional Rent up to the Termination Date, such adjustment to be effected at the end of the Occupancy Period.

The Right to Terminate is personal to Decima and may not be assigned or transferred except to a Permitted Transferee. (Schedule “B”, s. 5)

OVERHOLDING:

If Decima remains in possession of the Premises after expiry of the Term without a new lease or an agreement extending the Term, Nihon may treat Decima as a month-to-month tenant at a monthly Basic Rent equal to 150% of the monthly amount of Basic Rent payable in the last month of the Term, and otherwise on the same terms as in the Lease insofar as the same are applicable to a monthly tenancy. (s. 7.9)

BASIC RENT:

Decima is to pay Basic Rent in equal consecutive monthly installments, in advance, on the first day of each month of the Term as follows:

	Annual Basic		Monthly		Rate per Square
Period	Rent		Installment		Foot
February 1, 2006 - April 30, 2011	$	183,852	$	15,321	$	12
May 1, 2011 - April 30, 2016	$	214,494	$	17,874.50	$	14

Figures are subject to adjustment following any measurement of the Area of the Premises by Nihon. (ss. 2.2 and 3.2 and s. B of Principal Lease Terms)

ADDITIONAL RENT:

Nihon is to estimate Decima’s Operating Expense Payment for each Occupancy Period. Decima is to pay the estimated amount to Nihon in equal consecutive monthly installments, in advance, on the first day of each month. At Nihon’s option, Decima is to pay its Tax Payment either by monthly installments based on Nihon’s estimate or in one or more installments due no later than 5 business days prior to the date on which Tax installments must be paid by Nihon. If Nihon chooses the latter option, it is to deliver a payment notice to Decima at least 15 days prior to the due date of the relevant Tax installment.

Within a reasonable time after the end of each Occupancy Period, Nihon is to deliver to Decima statements showing in reasonable detail the actual amount of Decima’s Operating Expense Payment and Decima’s Tax Payment for such Occupancy Period and the calculation thereof. Nihon is also to deliver a certificate of an independent chartered accountant showing the actual Operating Expenses for the relevant Occupancy Period. Any shortfall in the amount paid by

     3

Decima is to be paid within 15 days after delivery of the statement. Any overpayment is to be credited to Decima’s rental account or, in the case of the last Occupancy Period of the Term, refunded to Decima within 15 days after delivery of the statement. (s. 3.3)

The estimate for 2005 of the Operating Expense Payment for the first Occupancy Period is $9.53 per square foot of the Area of the Premises, including a 15% administration fee. The estimate for 2005 of the Tax Payment for the first Occupancy period is $3.32 per square foot of the Area of the Premises. (s. B of the Principal Lease Terms)

SECURITY DEPOSIT:

Decima paid a Security Deposit of $107,188.92, including taxes, which is to be applied to the Rent for the months of February 2006 and March 2006, with the balance to be held as security for the performance of Decima’s obligations under the Lease. If Nihon applies any of the Security Deposit in payment of amounts due and unpaid by Decima, within 5 days of Nihon’s request, Decima is to remit a certified cheque in the amount so applied. Provided Decima is not in default under the Lease, Nihon is to credit the balance of the Security Deposit to the last month’s Rent. (s. 3.6)

NIHON’S CONTRIBUTION:

Provided Decima is not in default under the Lease, Nihon is to contibute $26.20 per square foot of the gross rentable area of the Premises, plus applicable GST and QST, to the set up of Decima’s business and equipment and the construction of the initial leasehold improvements in the Premises. Fifty percent (50%) if the Contribution is to be paid to Decima after execution of the Lease. The balance is to be paid following (1) Decima’s written demand; (2) presentation of the appropriate invoices; and (3) fulfillment of the following conditions:

(i)	completion of Decima’s leasehold improvement work, in conformity with the Lease;
(ii)	delivery to Nihon of proof that all invoices pertaining to the leasehold improvements have been fully paid;
(iii)	delivery to Nihon of proof that no hypothec has been or will be registered against the Premises and/or Building after a 35-day delay following completion of the leasehold improvement work; and
(iv)	Decima is not in monetary default under the Lease.

Any unused amounts of the Contribution are to be paid to Decima to use at its discretion. (Schedule “B”, s.6)

UTILITY CHARGES AND HVAC:

Decima is to pay all charges for utilities consumed in the Premises directly to the supplier. (s. 3.4)

Decima requires hours of operation from 8:00 am to 11:00 pm, 7 days per week and Nihon agrees to provide HVAC for those hours. (Schedule “B”, s. 7)

RIGHT OF FIRST OFFER:

Provided Decima is not in default under the Lease, and subject to prior existing rights, Decima has the option to lease all or part of any space which becomes vacant and available on the 3^rd and 5^th floors of the Building. Nihon is to notify Decima of any Available Space and the possession date and Decima will have 15 business days to exercise its Right of First Offer. If Decima exercises its Right of

     4

First Offer, all terms and conditions of the Lease will apply to the Available Space, except the Fixturing Period, the Landlord’s Work and the Contribution. The Right of First Offer is personal to Decima and may not be assigned or transferred except to a Permitted Transferee. (Schedule “B”, s. 3)

RIGHT OF FIRST REFUSAL:

Provided it is not in default under the Lease and has not subleased all or part of the Premises and has not assigned the Lease, and subject to existing rights of other occupants of the Building, if Nihon receives a bona fide offer to lease any vacant and available space on the 3^rd or 5^th floors of the Building which Nihon is prepared to accept, Nihon is to notify Decima of the provisions of the offer and Decima will have until 5:00 pm, 5 business days following receipt of the notice to exercise its Right of First Refusal to lease such space. The lease of such space is to be on the terms and conditions in the offer, except that the term is to be co-terminous with the Lease. The Right of First Refusal is personal to Decima and may not be assigned or transferred except to a Permitted Transferee. (Schedule “B”, s. 4)

USE:

The Premises are to be used only for business office, and for the specific purpose of a survey center and for no other purpose. The use of the Premises is not to exceed a density superior to 1 person per 88 square feet of the Area of the Premises. (s. 2.3 and s. E of the Principal Lease Terms)

Decima is to operate its business in the whole of the Premises continuously throughout the Term. (s. 2.4)

CERTIFICATE OF OCCUPANCY:

Decima is to obtain from the relevant authority its certificate of occupancy within 30 days following the Commencement Date. (s. 7.8)

PARKING:

Decima is to have the use of 10 unreserved parking spaces in the Building’s parking area for the Term, at the monthly Building rate for the parking area, subject to periodic adjustment. (Schedule “B”, s. 9)

SIGNAGE:

Decima is entitled to have its name shown on the directory board for the Building, at Nihon’s expense. Decima may also have its name at one of the entrance doors to the Premises, at its own expense. Nihon, in its sole discretion, is to design the style of such signage. (Schedule “F”,
s. 12)

RESTORATION OBLIGATIONS:

Upon expiration or earlier termination of the Term, Decima will not be obliged to remove any Improvements made to the Premises, provided it leaves the Premises in good order, save for normal wear and tear, except if Nihon, at the time of providing its consent to any Improvements, specified that at any specific Improvements are to be removed by Decima, at its cost.

Decima is to remove all Tenant Property (being trade fixtures and movable property) from the Premises at the end of the Term and repair any damage caused by the installation or removal of such Tenant Property. Decima is to leave the Premises, the Improvements and those areas from which Improvements are removed, in good repair and in a neat and tidy condition. Any Tenant Property left on the Premises may be removed by Nihon at Decima’s expense. (s. 4.2)

     5

ASSIGNMENT AND SUBLETTING:

Provided Decima is not in default under the Lease and provided the Permitted Transferee respects the Permitted Use, Decima may assign the Lease or sublet the Premises to its affiliates or related entities or any replacement or successors thereof, without Nihon’s consent. Decima is to notify Nihon of any such Transfer at least 30 days prior to its realization. (subs. 5.1.8)

Decima is not otherwise to effect or permit a Transfer without Nihon’s prior written consent, not to be unreasonably withheld or unduly delayed. (subs. 5.1.1)

If Decima requests consent to a Transfer, Nihon has the option of terminating the Lease rather than granting consent. If Nihon exercises its right to terminate the Lease, Decima may withdraw its request for consent to Transfer within 5 days of receipt of Nihon’s termination notice. (subs. 5.1.3)

RELOCATION:

Nihon may relocate the Premises to another location at any time during the Term provided: (i) the area of the new premises is approximately the same as the original Premises; and (ii) the new premises are as accessible and convenient to Decima for the purpose of the Permitted Use. The Basic Rent, Operating Expense Payment and Tax Payment for the new premises are to be adjusted according to the rentable area of the new premises. Nihon is to pay all direct costs of relocating Decima to the new premises. (s. 7.5)

LANDLORD’S WORK:

Nihon is to ensure that all base building elements are in good working order. Nihon is to ensure that the HVAC system provides Decima with appropriate temperature control and fresh air. (Schedule “B”, s. 7)

September 2, 2005

OFFICE LEASE

dated September 9^th, 2005

between

ALEXIS NIHON REAL ESTATE INVESTMENT TRUST
(the “Landlord”)

and

DECIMA RESEARCH INC
(the “Tenant”)

for

premises situated at 1080 Beaver Hall Hill, Montreal, Quebec

TABLE OF CONTENTS

ARTICLE 1 INTRODUCTORY PROVISIONS	3
Section 1.1 Statement of Intent	3
Section 1.2 Net Lease	3
Section 1.3 Defined Terms	3
ARTICLE 2 THE PREMISES	4
Section 2.1 Preparation of the Premises	4
Section 2.2 Area of the Premises	4
Section 2.3 Permitted Use of the Premises	4
Section 2.4 Continuous operation in the Premises and special requirements	4
ARTICLE 3 RENT	5
Section 3.1 Rent	5
Section 3.2 Basic Rent	5
Section 3.3 Additional Rent	5
Section 3.4 Utility Charges	6
Section 3.5 Payment of Rent	6
Section 3.6 Security Deposit	6
Section 3.7 Interest on Overdue Payments	7
Section 3.8 Business Taxes	7
Section 3.9 Sales Taxes	7
ARTICLE 4 IMPROVEMENTS AND REPAIRS	7
Section 4.1 Improvements	7
Section 4.2 Removal of Improvements and Tenant Property	8
Section 4.3 Hypothecs Arising from Tenant’s Work	8
Section 4.4 Work by the Landlord at the Property	9
Section 4.5 Common Facilities Running Through the Premises	9
Section 4.6 Repair Obligations	9
ARTICLE 5 TRANSFERS BY TENANT AND LANDLORD	10
Section 5.1 Transfer by Tenant	10
Section 5.2 Transfer by Landlord	11
ARTICLE 6 DAMAGE AND DESTRUCTION; EXPROPRIATION	11
Section 6.1 Rent Abatement	11
Section 6.2 Major Damage	12
Section 6.3 Repair	12
Section 6.4 Expropriation	12
ARTICLE 7 CERTAIN RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT	12
Section 7.1 Quiet Enjoyment	12
Section 7.2 Services to be provide by the Landlord	12
Section 7.3 Landlord’s Right of Entry	13
Section 7.4 Right of Landlord to Perform Tenant’s Covenants on Default	13
Section 7.5 Relocation	14
Section 7.6 Determinations	14
Section 7.7 Compliance with Law and Insurance Requirements	14
Section 7.8 Certificate of Occupancy	14
Section 7.9 Overholding	14
Section 7.10 Rules and Regulations	14
Section 7.11 Certificates of Status	15
Section 7.12 Brokerage Commission	15
Section 7.13 Solidary Liability	15

i

ARTICLE 8 INSURANCE	15
Section 8.1 Landlord’s Insurance	16
Section 8.2 Tenant’s Insurance	16
Section 8.3 Mutual Release	16
Section 8.4 Increase in Insurance Premiums	17
ARTICLE 9 ENVIRONMENTAL MATTERS	17
Section 9.1 Environmental Compliance	17
Section 9.2 Disclosure and Remediation	17
Section 9.3 Notices from Environmental Authorities	17
Section 9.4 Information Regarding Environmental Matters	18
ARTICLE 10 DEFAULT	18
Section 10.1 Default and Remedies	18
Section 10.2 Right to remedy default	19
Section 10.3 Recovery of Tenant Inducements	19
Section 10.4 Allocation of Payments	19
ARTICLE 11 GENERAL PROVISIONS	19
Section 11.1 Pre-Term Occupancy	19
Section 11.2 Delay	19
Section 11.3 Termination of Lease	19
Section 11.4 Waiver	20
Section 11.5 Notices	20
Section 11.6 Successors	20
Section 11.7 Captions and Section Numbers	20
Section 11.8 Partial Invalidity	20
Section 11.9 Entire Agreement	20
Section 11.10 Governing Law	21
Section 11.11 Time of the Essence	21
Section 11.12 Publication of this Lease	21
Section 11.13 Waiver by Tenant	21
Section 11.14 Election of Domicile	21
Section 11.15 Freely Negotiated	21
Section 11.16 Acknowledgement	21
Section 11.17 Language Clause	22

ii

(1)

LEASE

between

ALEXIS NIHON REAL ESTATE INVESTMENT TRUSTT

and

DECIMA RESEARCH INC

Schedule of Principal Lease Terms

A.	Area of the Premises: 15,321 square feet, subject to Section 2.2
B.	Principal Components of Rent:

(1)	Basic Rent: the Tenant shall pay Basic Rent in respect of each lease period referred to in the following paragraph, in the amount per square foot per annum set out in the following paragraph opposite such period. This amount corresponds to annual and monthly payments during each such period in the amounts set out in the following paragraph, based upon an Area of the Premises as set out in paragraph A of this Schedule and subject to adjustments to reflect any adjustment of the Area of the Premises under Section 2.2.
(1.a)	For the period commencing on February 1st, 2006 and terminating on April 30th, 2011, a Basic Rent of $12.00 per square foot of the Area of the Premises per annum which represents an amount of $15,321.00 per month, for a total of $183,852.00 per year.
(1.b)	For the period commencing on May 1st, 2011 and terminating on April 30th, 2011, a Basic Rent of $14.00 per square foot of the Area of the Premises per annum which represents an amount of $17,874.50 per month, for a total of $214,494.00 per year.
(2)	Landlord’s estimate for the year 2005 of Tenant’s Operating Expense Payment for the first Occupancy Period: $9.53 per square foot of the Area of the Premises including an administration fee of 15%.
(3)	Landlord’s estimate for the year 2005 of Tenant’s Tax Payment form the first Occupancy Period: $3.32 per square foot of the Area of the Premises. This estimate does not include the Business Taxes payable by the Tenant under 0 3.8.

C.	Building means the building bearing civic address of 1080 Beaver Hall Hill, Montreal, Quebec.
D.	Commencement Date is: February 1st, 2006.
E.	Permitted Use means as a business office only, and for the specific purpose of a survey center and for no other purpose.
F.	Premises means the premises known as Suite 400, situated on the fourth (4th) floor of the Building. The Premises are outlined in red on Schedule “A” annexed hereto.
G.	Security Deposit: $107,188.92, including applicable taxes.
H.	Schedule of special lease provisions: Schedule “B” to this Lease sets out certain special provisions applicable to the Lease of the Premises by the Tenant.

1

I. Term means the period of ten (10) years and three (3) months, commencing on the Commencement Date and terminating on April 30^th, 2016.

2

LEASE

Lease entered into in Montreal, Quebec, this                      day of                      2005 (the “Lease”)

BETWEEN:	ALEXIS NIHON REAL ESTATE INVESTMENT TRUST, a real estate investment trust, duly established under the laws, having its principal place of business at 3400 de Maisonneuve Boulevard West, Suite 1010, in the city of Montreal, Province of Quebec, H3Z 3B8, herein acting and represented by Guy Charron, Executive Vice-President and Chief Operating Officer and by Pierre Destrempes, Vice-President, Office Leasing duly authorized for the purposes hereof as they so declare;
	(the “Landlord”)
AND:	DECIMA RESEARCH INC., a company duly incorporated under Ontario’s Business Corporations Act, having its head office at 630, Sherbrooke West, Suite 1101, in the city of Montreal, Province of Quebec, H3A 1E4, herein acting and represented by Michel Lucas and by N/A, duly authorized for the purposes hereof as they so declare;
	(the “Tenant”)

In consideration of their respective covenants and undertakings as set out in this Lease, the Landlord leases the Premises to the Tenant and the Tenant leases the Premises from the Landlord for the Term. The relations between the Landlord and the Tenant in respect of the leasing of the Premises will be governed by the terms and conditions set out in this Lease.

ARTICLE 1

INTRODUCTORY PROVISIONS

Section 1.1 Statement of Intent

It is the intent of the Landlord and the Tenant to act in a commercially reasonable manner with regard to all matters relating to this Lease.

Section 1.2 Net Lease

It is intended that this Lease be absolutely net to the Landlord. The Landlord will be entitled to receive the full amount of the Rent in all circumstances except where the Tenant’s obligations to pay the Rent abates pursuant to ARTICLE 6. The Tenant will make all payments required to be made by it under this Lease as and when due notwithstanding any claims which it may assert against the Landlord, and all such payments will be made without deductions, abatement, set-off or compensation except in the circumstances of an abatement pursuant to ARTICLE 6. The Tenant shall be responsible for all costs or obligations with regard to the Premises and the property except for those matters which are the generality of the foregoing, in those instances in which a matter is stated to be the responsibility of the Tenant, such responsibility shall include the responsibility for all related costs and expenses.

Section 1.3 Defined Terms

Certain of the terms which are used in this Lease are defined in Schedule “C”.

3

ARTICLE 2

Section 2.1 Preparation of the Premises

The Tenant accepts the Premises on an “as is” basis and acknowledges that the Landlord has no obligation nor any undertakings regarding any modifications, changes or additions to the Premises or the installation of any kind of equipment.

Section 2.2 Area of the Premises

The Area of the Premises stated on the Schedule of Principal Lease Terms is an estimate but will be binding on the Landlord and the Tenant until such time as the Premises are measured in accordance with the provisions of this Section. The Landlord may have the Premises measured by a land surveyor within 90 days following the Commencement Date or at such later time as the Landlord, acting reasonably, may determine. The measurement will be carried out in accordance with the current BOMA Standard of Measurement. The Landlord will deliver a copy of the certificate of area prepared by the land surveyor to the Tenant and the area as disclosed by this certificate will thereafter, but with effect retroactive to the Commencement Date, be the final Area of the Premises, binding on all parties. If any adjustments have to be made by (i) payment by the Tenant of any amount it owes to the Landlord, within 30 days after the Tenant receives its copy of the certificate or (ii) crediting any amounts which the Landlord owes to the Tenant against the payments by the Tenant next coming due under this Lease.

Section 2.3 Permitted Use of the Premises

The Premises will be used only for the Permitted Use and, in particular, the Tenant will not engage in any Prohibited Activities at the Premises. The Tenant will conduct its business in the Premises in a reputable and first class manner befitting the Building. The Tenant recognizes and accepts that its use of the Premises shall not exceed a density superior to one (1) person per eighty eight (88) square feet of the Area of the Premises, the whole in accordance with any applicable laws or by-laws and subject to any modification to the laws or by-laws having for effect to modify the density permitted.

Section 2.4 Continuous operation in the Premises and special requirements

The Tenant will operate and conduct its business in and use the whole of the Premises continuously throughout the Term in an up-to-date, high class and reputable manner befitting the Building and will conduct its business in the Premises in good faith. If, in the Landlord’s sole opinion, acting reasonably, the operation of the Tenant’s business in the Premises requires the posting of a security guard, the policing of common areas and additional cleaning of the Premises and common areas, as the case may be, any costs so incurred, plus administration fee, and any damage or deterioration exceedingly reasonable wear and tear shall be the Tenant’s responsibility and shall be payable within 30 days of receipt of the Landlord’s invoices thereafter. The Tenant acknowledges that the conduct of its business in the Premises in an up-to-date, high class and reputable manner is of utmost importance to the Landlord in the renting of space in the Building and the renewal of other leases therein. The Tenant therefore covenants and agrees that it will throughout the Term and any extension thereof occupy the entire Premises and comply strictly with the provisions of this Section 2.4. The Tenant acknowledges that the Landlord is executing this Lease in reliance thereupon and that the same is a material element inducing the Landlord to execute this Lease.

4

ARTICLE 3

RENT

Section 3.1 Rent

The Tenant will pay during the Term the aggregate of the amounts required to be paid by it under this Lease. Such amounts will together constitute the Rent.

Section 3.2 Basic Rent

The Tenant will pay the Basic Rent to the Landlord. The Basic Rent will be payable in equal consecutive monthly installments during each year, in advance on the first day of each calendar month, except that the first installment of Basic Rent will be due and payable on the Commencement Date.

Section 3.3 Additional Rent

3.3.1	The Tenant will pay Tenant’s Operating Expense Payment and Tenant’s Tax Payment for each Occupancy Period in the manner set out in Sections 3.3.2, 3.3.3, and 3.3.4. The Tenant will also pay all other Additional Rent to the Landlord.
3.3.2	The Landlord will estimate Tenant’s Operating Expense Payment for each Occupancy Period. The Tenant will pay the estimated amount to the Landlord in equal consecutive monthly installments during such Occupancy Period, in advance on the first day of each calendar month. The Landlord may re-estimate this amount during the Occupancy Period and the monthly installments will be adjusted to reflect the new estimate with effect from the beginning of the month which follows delivery of a notice from the Landlord as to the amount of the new estimate. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect.
3.3.3	The Tenant’s Tax Payment shall be paid, at the Landlord’s option, either by equal consecutive monthly installments, which shall be due on the first day of each calendar month during the Occupancy Period based upon Landlord’s estimate of the amount of the Taxes attributable to the Occupancy Period., or in one or more installments which will be due not later than 15 business days prior to the dates upon which installments on account of Taxes must be paid by Landlord. The Landlord will notify the Tenant from time to time as to which of these options it chooses, and may choose one option in respect of certain Taxes and the other in respect of other Taxes. The Landlord may re-estimate the amount of the Taxes and of the Tenant’s Tax Payment in respect of any Occupancy Period and, if applicable, the monthly installments referred to above will be adjusted to reflect the new estimates with effect from the beginning of the month which follows delivery of Landlord’s notice as to the amount of the new estimates. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect. The payments to be made by the Tenant if the Landlord chooses the second option shall be in such amount as shall ensure that the Landlord receives from the Tenant, prior to the due date of the relevant installment of Taxes, the Tenant’s share of such installment. In the event the Landlord chooses the second option, the Landlord will remit a payment notice to the Tenant at least 15 days prior to due date of the relevant Installment of Taxes.
3.3.4	The payments by the Tenant under Sections 3.3.2 and 3.3.3 will be on account of the Tenant’s Operating Expense Payment and the Tenant’s Tax Payment for the Occupancy Period in question. Within a reasonable time after the end of each Occupancy Period, the Landlord will deliver to the Tenant statements showing in reasonable detail the actual amount of Tenant’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period and the manner in which these amounts were calculated. The Landlord will also deliver to Tenant a certificate of an independent chartered accountant showing the actual amount of Operating Expenses for the Occupancy Period in question. If the amount previously paid by the Tenant on account of Tenant’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period is greater or less than the actual amount payable by the Tenant for such Occupancy Period, appropriate adjustments will be made by the payment by the Tenant of any amounts owing by it within 15 days after the statement is delivered to it, or by crediting any amounts owing by the Landlord to the Tenant

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against the payments by the Tenant next coming due under this Lease. Any amounts owing by the Landlord in respect of the last Occupancy Period of the Term will be paid by the Landlord to the Tenant within 15 days after the statement is delivered to the Tenant unless any amounts are then owing by the Tenant to the Landlord. Each statement delivered by the Landlord under this Section shall be final and binding upon the Tenant.

3.3.5

The amounts set out in paragraphs B (2) and B (3) of the Schedule of Principal Lease Terms are Landlord’s estimate of Tenant’s Operating Expense Payment and of Tenant’s Tax Payment, respectively, for the first Occupancy Period. The Tenant acknowledges that the actual amount of Tenant’s Operating Expense Payment and of Tenant’s Tax Payment for the first Occupancy Period may be different amounts.

Section 3.4 Utility Charges

The Tenant will promptly pay the cost of all electricity and other utilities consumed at the Premises directly to the Person providing same. Consumption of natural gas (if applicable) and electricity at the Premises shall be measured by the current metering device provided by the Landlord. Any modification to the current meters shall be at Tenant’s cost as well as any repair and maintenance to these meters. The Tenant shall be responsible for entering into such agreements regarding the supply of such utilities as shall be necessary for the Tenant’s purposes.

Section 3.5 Payment of Rent

The Tenant will pay the Rent on the due dates stated in this Lease without the necessity for any demand by the Landlord except where this Lease expressly requires that a demand be made. Payments will be due on the dates stated in this Lease or, if no such date is stated, 15 days after delivery of the Landlord’s invoice in respect of the amount in question. The Basic Rent, Tenant’s Operating Expense Payment, and Tenant’s Tax Payment will accrue from day to day and for any period of less than one calendar month will be prorated to the number of days during such month that this Lease is force. If the Tenant at any time fails to pay any amount payable by it under this Lease when due, the Landlord may (without prejudice to its other right arising from such failure) at any time from time to time thereafter require that the Tenant deliver to it post-dated cheques for the monthly installments of Basic Rent and the monthly installments on account of Tenants Operating Expense Payment and Tenant’s Tax Payment covering the periods which the Landlord designates from time to time. Alternatively, the Landlord may require that such installments be paid by way of automated debit system whereby payments are automatically deducted from the Tenant’s bank account and credited to the Landlord’s bank account on the dates on which the installments are due under this Lease, and the Tenant agrees to co-operate with the Landlord in order to implement such system.

Section 3.6 Security Deposit

3.6.1 The Tenant has remitted to the Landlord a security deposit in the amount of $107,188.92, including the applicable taxes (the “Security Deposit”). The parties hereto recognize and agree that the Security Deposit belongs to the Landlord from the moment it is remitted by the Tenant, without the Tenant having the benefit of any accrued interest. The Security Deposit shall be applied to the Rent payable for the months of February 2006 and March 2006. The balance of the Security Deposit shall be held by the Landlord as security for the performance by the Tenant of its obligations under this Lease. If the Tenant fails to pay when due any amount payable by it under this Lease, the Landlord may, at its option and without prejudice to its other rights and remedies arising from such failure, appropriate an equivalent amount of the Security Deposit and apply the amount it appropriates in payment of the amounts due and unpaid by the Tenant. In such case, the tenant shall, within 5 days of Landlord’s request, remit to the Landlord a certified cheque in the same amount as cashed by Landlord. Furthermore, in all circumstances, should the Lease become resiliated other than by mutual consent, the Security Deposit shall become forthwith forfeited to the Landlord. The Landlord may deliver the Security Deposit to any assignee of its interest in this Lease and upon such delivery shall be released from any further

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	liability with regard to Security Deposit. The Tenant recognizes and accepts that the Security Deposit shall be kept by the Landlords even if the Lease is assigned or the Premises subleased.
3.6.2	Provided the Tenant is not in default of any of its obligation under the Lease, the Landlord shall credit the balance of the Security Deposit to the last month of Rent payable under the Lease or any renewal thereof.

Section 3.7 Interest on Overdue Payments

All amounts payable by the Tenant which are not paid when due will bear interest from the date on which such amounts are due until paid in full, before and after default and judgment, at an annual percentage rate of interest equal to the sum of the prime rate from time to time plus 4%. For the purposes hereof, the expression “prime rate” means the annual percentage rate of interest determined from time to time by the Royal Bank of Canada (which is commonly referred to as its “prime rate”) as its reference rate of interest for commercial loans denominated in Canadian dollars made by such Bank in Canada.

Section 3.8 Business Taxes

The Tenant will pay the Business Taxes to the taxing authority having jurisdiction when due; provided that if by law any part of the Business Taxes are payable by the Landlord, the Tenant will pay such part of the Business Taxes to the Landlord not later than 15 days prior to the date upon which the Landlord must remit the relevant Business Taxes to the taxing authority.

Section 3.9 Sales Taxes

The Tenant will pay to the Landlord all goods and services taxes, or other taxes of similar nature, imposed with respect to Rent or in respect of any other goods and services furnished or provided by the Landlord to the Tenant or in respect of the rental of space under this Lease, however such taxes are characterized. The amount of such taxes will be calculated by the Landlord in accordance with the applicable legislation and will be paid to the Landlord on the due date of the amounts in respect of which such taxes are payable. The post-dated cheques referred to in Section 3.5 will include the amount of taxes payable by the Tenant under this Section.

ARTICLE 4

IMPROVEMENTS AND REPAIRS

Section 4.1 Improvements

4.1.1 The Tenant will not make any Improvements without the Landlord’s prior written approval, which will not be unreasonably withheld provided that the Tenant shall not have the right to make any Improvements, and the Landlord need not act reasonably in considering a request by the Tenant in respect of any Improvements, which (i) may affect the structure or roof of the Building or Building’s sprinkler system, or (ii) may affect the Building’s exterior appearance. All costs and expenses related to improvements will be paid by the Tenant and all work in connection with the Improvements will be performed by competent contractors and subcontractors approved by the Landlord prior to commencement of the work. It is acknowledged that the Tenant is in no way acting as Landlord mandatary with respect to any Improvements carried out in the Premises and that such Improvements are performed by the Tenant at its own benefit, even if the Landlord grants an allowance for the work. The Tenant will submit to the landlord such information regarding proposed Improvements (including if the Landlord so requests, drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice) and the persons who will make the Improvements on the Tenant’s behalf as the Landlord may reasonably require. Only persons designated by Landlord may perform any work related to the heating, ventilation or air-conditioning systems, or related to other mechanical,

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electrical or plumbing systems or which the Landlord believes may affect the structure of the Building. After the Landlord’s approval is obtained, the Tenant will not make any material changes to the proposed Improvements without again conforming to the requirements of this Section. In particular, any changes to any drawings and specifications approved by the Landlord will require the Landlord’s prior written approval in accordance with this Section. The Landlord may establish and amend from time to time reasonable rules and regulations regarding the manner in which Improvements are to be made, which rules and regulations will be binding upon the Tenant and all persons employed by it in connection with the making of the Improvements. The Landlord or such of Landlord’s affiliates as it may designate from time to time shall have the right to tender a bid in respect of any Improvements for which tenders are being requested by the Tenant. Prior to commencing any Improvements, the Tenant will provide to the Landlord such indemnification against the registration of hypothecs or other encumbrances against the Property as the Landlord may reasonably require. The Tenant will pay to the Landlord a fee equal to 15% of the total cost of the Improvements (including all architectural, engineering and working drawings) in consideration for the services of the Landlord in reviewing the plans and specification of the Tenant in respect of, and otherwise supervising the Tenant’s work in respect of, the Improvements.

4.1.2

All Improvements will become the property of the Landlord upon their installation in the Premises, without compensation to the Tenant.

Section 4.2 Removal of Improvements and Tenant Property

4.2.1

Upon expiration or earlier termination of the Term, the Tenant shall not be obliged to remove any Improvements made to the Premises, provided it leaves the Premises in good order, save for normal wear and tear, except if the Landlord at the time of providing its consent, has specified that at any specific Improvements shall be removed by the Tenant, at its cost.

4.2.2

The Tenant will remove all Tenant Property from the Premises at the expiry or other termination of the Tern unless it is in default, in which case it will remove from the Premises only such Tenant Property as the Landlord designates. The Tenant will repair any damage to the Premises or the Building which may be caused by the installation or removal of Tenant Property, and, at the expiry or other termination of the Term, will leave the Premises (including, subject to Section 4.2.1, the Improvements and those areas from which Improvements are removed pursuant to Section 4.2.1) in good repair and in a neat and tidy condition. Any Tenant Property which is left on the Premises will, at the Landlord’s option, become the property of the Landlord or be removed from the Premises by the Landlord and any costs or expenses which the Landlord incurs in doing so shall be payable by the Tenant on demand.

Section 4.3 Hypothecs Arising from Tenant’s Work

The Tenant will immediately radiate and discharge all hypothecs, prior claims, charges or other liens that may be published or registered at any time against this Lease, the Property or any part thereof with regard to or arising from any work or services performed or goods or materials furnished to or for on behalf of or for the benefit of the Tenant, or which are in any way attributable to the Tenant. Should it fail to do so, within a delay of 15 business days of registration, the Landlord may pay such amounts and take such actions as it deems appropriate in order to cause the radiation and discharge thereof, and all costs and expenses which it incurs, including legal fees, will be due and payable by the Tenant on demand, without prejudice to the Landlord’s other rights arising from such failure. Notwithstanding the foregoing, the Tenant shall have the right to contest, diligently and in good faith, such hypothec, charge, claim, or lien, provided that the Tenant deposit with the Landlord an amount equal to the amount of the hypothec, charge, claim or lien registered, plus an amount of 10% of said hypothec, claim, charge, claim or lien, the whole without prejudice t the Landlord’s other rights arising from such failure and Landlord’s right to be reimbursed for any cost and expenses it incurs, including legal fees.

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Section 4.4 Work by the Landlord at the Property

The Landlord may from time to time make such changes to the Building or Property as it desires to make. Such changes may include, without limitation, the construction of additional structures on the Property, changes to the structure of the Building and changes to the common areas and facilities in the Building and on the Property. The Landlord may perform such acts and so such things in connection with the making if any such changes as it determines to be necessary. The Tenant acknowledges that any action taken by the Landlord under this Section will not constitute a change in the form or destination of the Premises, the Building or Property, and will not constitute a default in the Landlord’s covenant for peaceable enjoyment.

Section 4.5 Common Facilities Running Through the Premises

The Tenant acknowledges that the Landlord has installed and may in the future install in the Premises certain common services and facilities and certain services and facilities intended for the benefit of other parts of the Property, such as conduits, columns, pipes, wiring and ductwork. The Tenant further acknowledges that the Landlord will have the right to do in the Premises such work as is required in connection with the installation, maintenance, repair and replacement of such services and facilities, and the right to do so such work in the Premises as may be necessary to preserve or protect the Premises or the Property.

Section 4.6 Repair Obligations

4.6.1 The respective responsibilities of the Landlord and the Tenant for repairs to the Premises and the Building are as set forth in this Lease, notwithstanding any provision of law to the contrary including without limitation Article 1864 of the Civil Code of Quebec.

4.6.2 All repairs to the Premises other than those which are to be performed by the Landlord pursuant to an express provision of this Lease are the Tenant’s responsibility. The Tenant will maintain the Premises, the Improvements and all Tenant Property in first class appearance and repair, to a standard consistent with a first class office building. The Landlord may supervise repairs and maintenance by the Tenant to the Premises. The Tenant will promptly notify the Landlord of any defect or deficiency in, or damage to, or accident upon, the Premises, the Building or the Property of which it becomes aware., or of which its employees or contractors become aware, but such notice by the Tenant will not impose any obligation upon the Landlord in respect of the occurrence or matter in question save to the extent that the Landlord has obligations in respect thereof under another express provision of this Lease.

4.6.3 The Landlord will operate the Building during the Term as a first class office building, having regard to its size, age, type, and location. The Landlord will, in the same manner and to the same extent as would a prudent owner of the Building, keep the Building (other than those portions of the Building which tenants are required to repair) clean and in good repair, order and condition. The Landlord will maintain and repair the structural elements of the Building, exterior glass, the heating, ventilation and air-conditioning systems serving the Premises and the electrical, plumbing, mechanical, and sprinkler systems, including any of these items which are located within the Premises, but will not otherwise have any responsibility for maintenance of or repairs to the Premises or any part thereof. The Landlord’s obligation under this Section and under Section 6.2 and Section 6.3 to repair any items which suffer any damages as a result of a cause against which the Landlord is insured or in respect of which Landlord is entitled to receive proceeds in an amount sufficient to cover the cost of the repair in question. For purposes of this Section, the word “repair” has the meaning ascribed to it in Section 6.3.

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ARTICLE 5

TRANSFERS BY TENANT AND LANDLORD

Section 5.1 Transfer by Tenant

5.1.1 Subject to Section 5.1.8 below, the Tenant will not effect or permit a Transfer without the prior written consent of the Landlord, which will not be unreasonably withheld or unduly delayed. In determining whether or not it will consent to a proposed Transfer, the Landlord may consider any factors which, acting reasonably, it considers relevant, which factors may include (without limitation) any of the following: (a) whether the Transfer may have the effect of violating, or placing the Landlord in breach of, any agreements between the Landlord and other tenants or occupants, or prospective tenants or occupants, of the Property, or of any agreements between the Landlord and any Secured Creditors; (b) the business history, financial background and capability of the proposed Transferee (or the physical Persons who control the proposed Transferee); and (c) whether such Transfer is acceptable to the Secured Creditors. Without limiting the reasons which may constitute reasonable grounds for withholding its consent, the Landlord will be deemed to have acted reasonably in withholding its consent if the proposed Transferee is an existing tenant of the Property or intends to carry on any activity at the Premises other than the Permitted Use.

5.1.2 The Tenant will deliver to the Landlord all such information with regard to the Transfer (including copies of all documents relating to the Transfer) and the business history, financial background and capability of the proposed Transferee and the physical Persons who control the proposed Transferee as the Landlord or any Secured Creditors may request. The Landlord will make a determination as to whether it will grant or withhold its consent to the proposed Transfer within 7 business days from receipt of the information which the Tenant is required to provide under this Section and if it withholds its consent will inform the Tenant of its reasons for doing so.

5.1.3 The Landlord may, within the delay of 7 business days referred to in the preceding Section, elect to terminate the Lease with effect on the proposed date of Transfer. If the Landlord exercises this right, the Term will expire at the date thus determined as fully and finally as though such date were the original expiry date of this Lease. The provisions of this Section do not restrict the Landlord’s right to withhold its consent to a Transfer pursuant to the other Sections of this Article. If Landlord exercises its right to terminate, Tenant may elect to withdraw its request for Transfer by written notice sent to the Landlord within five (5) days of receipt of Landlord’s notice to terminate the Lease.

5.1.4 No Transfer will release the Tenant from any of its obligations under this Lease. After a Transfer, the Tenant will continue to be bound solidarily with each Transferee (including any sunsequent Transferees), without the benefits of division, discussion or subrogation. If this Lease is repudiated, disclaimed or terminated in connection with or as a result of the bankruptcy or insolvency of the original Tenant or any Transferee, the original Tenant and any Transferees, other than the bankrupt or insolvent Person, upon notice from the Landlord given within 60 days of such repudiation , disclaimer or termination, will enter into a lease with the Landlord for a term expiring on the date this Lease would have expired but for repudiation, disclaimer or termination, upon the terms and conditions which have applied during the remainder of the Term had this Lease not been repudiated, disclaimed or terminated.

5.1.5 The Landlord will be entitled to be reimbursed for all reasonable expenses it incurs resulting from the proposed Transfer. The Landlord will advise the Tenant of the amount of such expenses at the time it notifies the Tenant as to whether or not it is granting its consent, and the fell will be due and payable on the day which is 15 days following the delivery of the Landlord’s notice. If the Landlord consents, the consent will not ne effective until such time as the amount payable to the Landlord under this Section has been paid. The Landlord may in addition require, as a condition of granting its consent to a proposed Transfer, that the Transferee execute an agreement with the Landlord, in writing on the Landlord’s form, under which, among other things, (i) the Transferee

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acknowledges and agrees that it is solidarily bound with the original Tenant and any prior Transferees, without the benefits of division, discussion or subrogation, for the performance of all of the obligations of the Tenant as stated in this Lease and (ii) the Transferee grants to the Landlord, as security for the payment of the Rent and performance of all of the Tenant’s obligations under this Lease, a movable hypothec on the universality consisting of all property of the Transferee located from time to time on the Premises.

5.1.6

Any consent by the Landlord to a Transfer will be effective only if the Transfer is effected within 120 days following the date upon which such consent is given.

5.1.7 The Tenant will not advertise that the whole or any part of the Premises are available for a Transfer unless the text and format are approved in writing by the Landlord. An advertisement will not in any event contain any reference to the rental rate for the Premises. The Tenant will not in any event place any signs in or upon the Premises advertising the availability of the Premises or any part of the Premises for Transfer.

5.1.8 Notwithstanding the forgoing, provided the Tenant is not in default of any of its obligations under this Lease and provided the Permitted Transferee (as defined below) respect the Permitted Use as described in Section E of Schedule of Principal Lease Terms, the Landlord’s consent shall not be required in the event of a Transfer of the Tenant to its affiliates or related entities, as these terms are defined in the Income Tax Act or any replacement or successors thereof (the Permitted Transferees). However, it is understood that the Tenant shall inform the Landlord of any Transfer in accordance with the present section at least 30 days prior its realization together with the documentation showing that the Permitted Transferee is a Tenant’s subsidiaries, affiliates or parent company in order to proceed to the necessary changes to its administrative and accounting records, if necessary.

Section 5.2 Transfer by Landlord; Subordination and Attornment

The Landlord, at any time and from time to time, may sell, lease or otherwise dispose of the whole or any part of the Property, the Building or the Premises or any interest therein and, at any time and from time to time, may grant any Security. The Landlord shall require, by stipulation to such effect in the appropriate deed, that the acquiring party (other than Secured Creditors) assume, and, so long as it holds its interest, perform the obligations of the Landlord under this Lease, and the then Landlord will thereupon be released from all of its obligations under this Lease. This Lease and all rights of the Tenant under this Lease are subject and subordinate to all Security existing at the date of execution of the Lease or at any future time. The Tenant agrees to execute, at the request of the Landlord, such form of deed confirming such subordination as any Secured Creditors may require and the Landlord shall use reasonable efforts to obtain from such Secured Creditor any non-disturbance undertaking which the Tenant may require. The Tenant will, if so requested, attorn to any Secured Creditors when such Secured Creditor takes possession of the property which is the object of its Security, and to any acquirer of the Building or the Property, and will recognize such Secured Creditor or acquirer as the Landlord under this Lease.

ARTICLE 6

DAMAGE AND DESTRUCTION; EXPROPRIATION

Section 6.1 Rent Abatement

In the event of any damage or destruction to the Premises, the Building or the Property which renders the Premises unusable in whole or in part, the Rent will abate from the date of the occurrence to the extent and for the period that proceeds of rental insurance in respect of such Rent are received by the Landlord. The Tenant’s obligations under this Lease will not be affected by ant damage to or destruction of the Premises or the Building except for the abatement provided for in the preceding sentence or in the event that the Landlord or the Tenant elects to terminate this Lease under Section 6.2

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Section 6.2 Major Damage

If 20% or more of the gross leasable area of the Building is destroyed or damaged by any cause so that it is not capable of being used for its intended purpose, the Landlord may, by written notice to the Tenant given within 60 days after the occurrence of such destruction or damage, elect not to repair. In such event, either the Landlord or Tenant may terminate this Lease by written notice to the other given within 30 days after the Landlord’s notice of its intention not to repair. If either the Landlord or the Tenant elects to terminate, this Lease will terminate on the date specified in the notice of termination, which will not be more than 30 days following the date if the notice. If the Lease is terminated by the Landlord or the Tenant under this Section, all proceeds of insurance in respect of Improvements will belong to the Landlord. Notwithstanding the above, the Tenant shall have the right to claim from its insurers the non-amortized cost of Improvements paid by the Tenant, excluding any allowance and the Contribution (as defined in 9 of Schedule B of this Lease) paid by the Landlord for the performance of the Improvement and any Improvement performed by the Landlord at its cost. The Tenant will co-operate with the Landlord in order to ensure receipt of such proceeds by the Landlord. This Section will apply whether or not the Premises are affected by the damage or destruction.

Section 6.3 Repair

The Landlord may repair any damage or destruction in accordance with plans and specifications other than those used in the original construction of the Building provided that the standard of the Building is not adversely affected. The repairs to be performed by the Landlord will include repairs to the Improvements, but the Landlord shall not be required to repair any Tenant Property. For purposes of this ARTICLE 6, the term “repair” will include to rebuild, restore or replace.

Section 6.4 Expropriation

The Landlord and the Tenant will co-operate with each other if there is an expropriation of all or part of the Premises, the Building or Property so that each may receive the maximum award to which it is entitled at law. If a part of the Property or the Building other than the Premises is expropriated, the full proceeds that are paid or awarded as a result will belong to the Landlord, and the Tenant will assign to the Landlord any rights that it may have or acquire in respect of the proceeds or award and will execute such documents as the Landlord reasonably requires in order to give effect to this intent. The Landlord will have the right to terminate this Lease, with effect on the date of expropriation, if any proposed expropriation would, in the Landlord’s opinion, materially adversely affect the continued operation of the Building in any manner. Neither the Tenant nor the Landlord will have any claim or right of action of any nature against the other as a result of or arising from the expropriation of all or any part of the Premises, the Building or the Property, whether or not this Lease is terminated.

ARTICLE 7

CERTAIN RIGHTS AND OBLIGATIONS OF LANDLORD AND TENANT

Section 7.1 Quiet Enjoyment

The Landlord agrees to provide quiet enjoyment to the Tenant and to perform and observe all of its obligations under this Lease, subject at all times to timely performance by the Tenant of its obligations hereunder.

Section 7.2 Services to be provided by the Landlord

7.2.1 The Landlord will provide climate control to the Premises during Normal Business Hours to maintain the Premises at an interior temperature if at least 20 degrees Celsius (C) and not more than 26 degrees C, with relative humidity of at least 25% and not more than 60%. These standards are subject to the exterior temperature being not less than -29 degrees C and not more than 32 degrees C and to thee electrical power or other energy consumed at the Premises being within the reasonable limits established by the Landlord from time to time. They shall not apply during the making of repairs or improvements to the Premises, the Property or the Building and

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may not be met if the Tenant installs partitions or installations which interfere with the operation of the climate control systems, if the window coverings on exterior windows are not kept closed or if the Tenant otherwise interferes with the operations of the climate control system through, for example, the obstruction of any perimeter heating, air-conditioning or ventilating units. Any resetting of the climate control system in the Premises necessitated by the installation of partitions, equipment or fixtures by or on behalf of 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. The Landlord may provide climate control outside of Normal Business Hours at the Tenant’s request, and the Tenant will pay the Landlord such fees and charges in respect of the provision of such climate control as the Landlord will from time to time determine.

7.2.2

Subject to the Rules and Regulations, the Landlord will provide at all times elevator service in the Building for use by the Tenant in common with others, except when prevented by repairs.

7.2.3 The Landlord will provide janitorial and cleaning services in the Premises and Common Areas consistent with the standards of a first class office building. The Tenant shall permit the janitorial and cleaning staff to have access to the Premises for the purposes of the provision of such services, including the cleaning of windows and blinds.

7.2.4 The Tenant’s consumption of electricity at the Premises will not in any event exceed 3.5 watts per square foot of Area of the Premises.

7.2.5 The Landlord may supply other services required by the Tenant such as, without limitation, replacement of tubes, ballasts and ceiling tiles, carpet shampooing, drapery cleaning, services of a locksmith, removal of bulk garbage, picture hanging and special security arrangements. Any additional services supplied by the Landlord will be paid for by the Tenant at the rates established by the Landlord from time to time. Any such additional services not supplied by the Landlord will be supplied only by Persons who have been approved in advance by the Landlord, acting reasonably, and the Landlord may establish from time to time reasonable rules governing the access of such Persons to the Property and the manner in which services will be provided by them. The Tenant will pay to the Landlord an administration fee of 15% of the cost of any additional services referred to in this Section, whether they are provided by Landlord or by another Person.

Section 7.3 Landlord’s Right of Entry

The Landlord and Persons it authorizes from time to time to do so will be entitled to enter the Premises on reasonable prior notice (except that no notice will be required in cases of emergency) for the purpose of inspecting the Premises, carrying out any work or making any repair or performing any other work required or permitted to be made by the Landlord, making any repair or performing any other work which the Tenant fails to make when required, obtaining information for plans, showing the Premises to any prospective tenant of the Property or any prospective purchaser of to any Person to whom the Landlord proposes to grant Security, and for any other purpose permitted or contemplated by this Lease. When entering the Premises or doing any work in the Premises, the Landlord will minimize interference with the conduct of the Tenant’s business.

Section 7.4 Right of Landlord to Perform Tenant’s Covenants on Default

The Landlord may take such action as it deems appropriate in order to remedy any failure by the Tenant to perform any of its obligations under this Lease which is not cured within 10 days after notice (except that no notice will be required in the case of any emergency) by the Landlord requiring that the failure be remedied. The exercise by Landlord of its rights under this Section will not prejudice or limit any other right or remedy it may have, including its rights and remedies under Section 10.1. The cost to the Landlord of remedying the Tenant’s default with interest thereon at the rate stated in Section 3.7 from the date the cost is incurred by the Landlord, plus an administration fee equal to 15% of the cost in question, will be payable by the Tenant on demand. The Landlord will not be liable to the Tenant for any loss, injury or damage caused by acts of the Landlord or any persons for whom the Landlord is responsible at law exercising rights under this Section.

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Section 7.5 Relocation

The Landlord may, at any time (including prior to the Commencement Date), change the location of the Premises to another location in the Building provided that the area of the new premises is approximately the same as that of the original Premises and the new premises be as accessible and convenient to the Tenant for the purpose of the Permitted Use. The Basic Rent, Tenant’s Operating Expense Payment and Tenant’s tax Payment for the new Premises shall be adjusted according to the new rentable area of the new premises. The Landlord will pay all direct costs of preparing the relocated Premises for occupancy by the Tenant and of relocating the Tenant and all Tenant Property to the relocated Premises. The Landlord will not be liable for any other or any consequential costs, damages or losses of the Tenant.

Section 7.6 Determinations

Any allocation, attribution, measurement or other similar determination to be made pursuant to this Lease, such as, without limitations, a determination of compliance by the Tenant with its obligations in respect of repairs as set forth in Section 4.6, a determination of the extent of damage to the Building for purposes of ARTICLE 6, or a determination of whether the insurance subscribed by the Tenant under Section 8.2 constitutes full replacement cost insurance, will be made by the Landlord, acting reasonably and applying criteria relevant to the determination being made. The Landlord may retain engineering, architectural, accounting, legal or other professional consultants to assist and advise in making the determination and a decision of such professional will be final and binding on all parties.

Section 7.7 Compliance with Law and Insurance Requirements

The Tenant will comply with all laws, by-laws, governmental orders, directives or codes of any governmental authority having jurisdiction to the extent that they are applicable to the Premises of the Tenant’s use or occupancy of the Premises, including Improvements proposed by the Tenant and the making of such Improvements, and all Tenant Property therein, or to the Tenant’s obligations under this Lease. The Tenant will also comply with all directives, rules and regulations of any insurer by which the Landlord or the Tenant is insured.

Section 7.8 Certificate of Occupancy

The Tenant undertakes to obtain from the relevant authority its certificate of occupancy (the “Certificate”) within thirty (30) days following the Commencement Date. The default by the Tenant to obtain the Certificate within said delay is deemed a default under the Lease and the Tenant shall reimburse the Landlord for any penalty the Landlord may incur as a result of such default, without limitation of Landlord’s other recourses. The Tenant undertakes to obtain any modification to the Certificate to reflect any expansion, substitution or modification to its activities. In no event the Tenant incapacity to obtain the certificate of occupancy may justify the termination of the Lease.

Section 7.9 Overholding

There will be no tacit renewal of this Lease. If the Tenant remains in possession of the Premises after the expiry of the Term without having executed and delivered a new lease or agreement extending the Term, the Landlord may, at its option and without prejudice to its other rights, treat the Tenant as a tenant from month to month at a monthly Basic Rent equal to 150% of the monthly amount of Basic Rent payable in respect of the last month of the Term for which Basic Rent is payable, and otherwise upon the same terms as are set forth in this Lease so far as applicable to a monthly tenancy.

Section 7.10 Rules and Regulations

The Tenant will comply with all Rules and Regulations, and amendments thereto, adopted from time to time. The Tenant acknowledges that the Rules and Regulations may differentiate between different types of businesses in the Building or the Property and that the Landlord may waive compliance by any tenant with any particular Rules and Regulations. The Landlord will not be responsible to the Tenant for the violation of any Rules and Regulations by any other tenant of the Building provided that the Landlord uses reasonable efforts to apply Rules and Regulations (subject to the previous sentence) in an even-handed and non-discriminatory manner.

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Section 7.11 Certificate of Status

Each party will execute and deliver to the other within 30 days of request, a written statement conforming to this Section. The statement will indicate (i) that this Lease is unmodified and in full force and effect (or, if modified, stating the modifications and that the Lease is in full force and effect as modified), (ii) the amount of the Basic Rent, Tenant’s Operating Expense Payment and Tenant’s Tax Payment then being paid under this Lease, (iii) the dates to which the Basic Rent, Tenant’s Operating Expense Payment and Tenant’s Tax Payment and other sums provided in this Lease to be paid by the Tenant have been paid, (iv) the Commencement Date and the duration of the Term and (v) whether there is any existing default of which the party delivering the statement has notice. The party delivering the statement shall be bound by its contents and the Person to whom the statement is delivered shall be entitled to rely on the statement as being conclusive as to the matters dealt with therein.

Section 7.12 Brokerage Commission

The Tenant warrants and represents that no agent, broker or other intermediary other that Devencore Ltd. (the “Broker”) has been in any manner involved with the present transaction and shall indemnify the Landlord against claims by any other person claiming commission or other remuneration in connection herewith. The Landlord shall pay the commission owing the Broker in accordance with the terms and conditions stipulated in a commission agreement to intervene between the parties.

Section 7.13 Solidary Liability

If there is at any time more than one Tenant and more than one Person constituting the Tenant, they will be solidarily liable for all obligations of the Tenant, without the benefits of division, discussion or subrogation. If the Tenant is or becomes a partnership, each Person who is or will become a member of such partnership or its successors will be and continue to be solidarily 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, without benefits of division, discussion or subrogation.

ARTICLE 8

INSURANCE

Section 8.1 Landlord’s Insurance

The Landlord will take out and maintain with respect to the Building:

(a) commercial general liability insurance against personal and bodily injury, including death, and property damage;

(b) insurance with coverage against the perils of fire and standard extended coverage endorsement perils, against water damage however caused and against loss by such other insurable hazards as a prudent owner would insure:

(c) boiler and machinery insurance; and

(d) loss of rental income insurance, including loss of all rental receivable from tenants of rentable Premises in the Building, including gross rental, additional rent and all other amounts payable thereunder.

The Landlord, acting reasonably, will determine all policy terns including deductibles and may take out and maintain other insurance as it considers advisable, but the Landlord will not be required to take out or maintain any insurance with respect to any loss, injury or damage required to be insured against by the

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Tenant or with respect to Improvements or Tenant Property. All proceeds of the Landlord’s insurance will belong to the Landlord. The Tenant acknowledges that it is not relieved of any liability in respect of acts or omissions for which it would otherwise be responsible pursuant to this Lease or in law as a result of its contribution to the cost of the Landlord’s insurance. The Tenant furthermore acknowledges that no insurable interest is conferred upon the Tenant under any insurance policies carried by the Landlord.

Section 8.2 Tenant’s Insurance

The Tenant will take out and maintain:

(a) comprehensive general public liability insurance against personal and bodily injury, including death, and property damage, with respect to the Tenant’s business and the Premises and the use and occupancy thereof, on an occurrence basis to such limits as the Landlord requires from time to time, but no less than $5,000,000 for any one occurrence,

(b) insurance with coverage against the perils of fire and standard extended coverage endorsement perils, against water damage however caused and against loss by such other insurable hazards as prudent tenants would insure covering the Premises (including all Improvements) and all Tenant Property for not less than 100% of the full replacement cost thereof and for such amount as is sufficient to ensure that the Tenant is not a co-insurer, and insuring any other property owned by the Tenant or for which it is legally liable and which is located within the Property;

(c) business interruption insurance including loss of profits providing coverage for a period of not less than 12 months; and

(d) such other forms of insurance, including boiler and machinery insurance, as the Tenant or the Landlord or any Secured Creditors requires from time to time, for insurance risks against which a prudent tenant would insure.

Insurance to be effected by the Tenant will (i) be in amounts and upon terms which the Landlord will from time to time determine to be sufficient; (ii) provide that the Landlord is to be immediately notified in writing by the insurer of any threatened cancellation or material modification and that the cancellation or modification will not tale effect until at least 30 days after delivery of the notice to the Landlord; (iii) name the Landlord as loss payee in respect of all insurance subscribed pursuant to paragraph (b) with regard to Improvements, except for the non-amortized cost of Improvements paid by the Tenant (excluding any allowance and the Contribution (as defined in 9 of Schedule B of this Lease) paid by the Landlord for the performance of the Improvement and any Improvement performed by the Landlord at its cost); (iv) be primary and not contributing with any insurance subscribed by the Landlord; (v) provide that it shall not be invalidated with respect to the interest of the Landlord by reason of any breach or violation of any warranties, representation, declaration or conditions contained in the policies; (vi) with regard to all other insurance, name the :Landlord as an additional named insured and contain cross-liability and severability of interest provisions, as applicable and, for certainty, in the case of insurance referred to in paragraph (a), will protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured; and (vii) be subject only to such deductibles and exclusions as the Landlord may approve; and (viii) in the case of any insurance, contain, where available on commercially reasonable terms, waivers of subrogation in favour of the Landlord and Persons designated by the Landlord. The Tenant will provide the Landlord with copies of the policies or other evidence acceptable to the Landlord to establish the Tenant’s insurance coverage in effect from time to time. If the Tenant fails to insure or to provide evidence thereof, or if the Landlord receives notice of any cancellation of the Tenant’s insurance or of a material modification thereof which is not acceptable to the Landlord, the Landlord may, upon 24 hours written notice to the Tenant, effect such insurance on terms acceptable to the Landlord and the Tenant will on demand reimburse the Landlord for the amount of any premiums paid plus an administration fee equal to 15% of the amount of such premiums.

Section 8.3 Mutual Release

8.3.1 Subject to Sections 8.3.2 and 8.3.3, each of the Landlord and the Tenant hereby releases the other and waives all claims, however arising, against the other and those for whom the other is in law responsible with respect to occurrences insured against or required to be insured against by the releasing party.

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8.3.2 Such release and waiver will be effective only to the extent of proceeds of insurance received by the releasing party and proceeds which would have bee received if the releasing party maintained all insurance required to be maintained by it under this Lease and for this purpose deductible amounts will be deemed to be proceeds of insurance received.

8.3.3 The liability of the Landlord and the Tenant towards third Persons (being any Person other than the Landlord or the Tenant) in respect of matters for which they are respectively liable at law towards such third Persons shall not be affected by this Section 8.3.

Section 8.4 Increase in Insurance Premiums

The Tenant will not do anything or refrain from doing anything, nor permit anything to be done, in the Premises or at any other place in the Building or the Property, which would impair or invalidate any insurance on the Premises, the Building or the Property or any part thereof maintained by the Landlord or any other tenant or occupant of the Property, or which would result in the premium for any such policy being increased. If the Tenant is responsible for any such impairment, invalidation or increase, it will promptly after the receipt of notice from the Landlord take such steps as are necessary to remedy the situation and will pay the full amount of any such increase. In the event of the cancellation or a threatened cancellation of any such policy, the Landlord will have the right to immediately enter upon the Premises and take reasonable steps to remedy the situation and the costs which it incurs in so doing, together with an administration fee equal to 15% of such costs, will be due and payable by the Tenant on demand.

ARTICLE 9

ENVIRONMENTAL MATTERS

Section 9.1 Environmental Compliance

Tenant shall ensure that all activities at the Premises or elsewhere at the Property, including Tenant’s business at the Premises, are in strict compliance with all Environmental Laws. Without limiting the generality of the foregoing, Tenant shall not, and shall not permit any other Person to, do anything related to Hazardous Substances at or from the Premises or the Property except in full compliance with all applicable Environmental Laws.

Section 9.2 Disclosure and Remediation

Immediately following obtaining knowledge of the presence or any discharge, disposal, dumping, dispersion or release of any Hazardous Substances (in this ARTICLE 9 “Pollution Hazard”) at or about the Premises or the Property, Tenant shall, at its expense, immediately (i) notify Landlord if such Pollution Hazard, (ii) obtain from a reputable environmental consultant reasonably satisfactory to Landlord, and deliver to Landlord, a written proposal for remediation which shall include a detailed estimate of the cost of remedying such Pollution Hazard, and (iii) begin appropriate remedial action and diligently pursue such remedial action to completion.

Section 9.3 Notices from Environmental Authorities

If Landlord or Tenant receives any notice from any authority having jurisdiction of any violation or potential violation of any Environmental Laws arising from or in connection with the business or activities of Tenant, then (i) the recipient of the notice shall immediately deliver a copy of such notice to the other party, and (ii) Tenant shall take all such measures, at its sole expense, in strict compliance with all Environmental Laws, as Landlord shall deem to be necessary or useful for purposes of ending any ongoing violation, preventing any potential violation and remedying any past violation.

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Section 9.4 Information Regarding Environmental Matters

The Tenant will provide to the Landlord from time to time, at its request, a list of all Hazardous Substances present at the Premises, as well as such other information related to environmental matters as the Landlord may reasonably request.

ARTICLE 10

DEFAULT

Section 10.1 Default and Remediation

If an Event of Default occurs, then without prejudice to any other rights which it has pursuant to this Lease or at law, the Landlord may, at its option, exercise any one or more of the following rights and remedies:

(a) terminate this Lease by notice to the Tenant, in which event this Lease will terminate immediately upon delivery of notice;

(b) enter the Premises as the Tenant’s mandatary 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; to make improvements to the Premises to facilitate their reletting, and to apply the proceeds of any such reletting first, to the payment of expenses incurred by the Landlord with respect to the reletting or pursuant to paragraph (c); 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. The Tenant will remain liable to the Landlord for any deficiency;

(c) take possession of any property of the Tenant on the Premises (including Tenant Property), to store such property at the Tenant’s expense or to sell or otherwise dispose of such property in such manner as the Landlord may see fit without notice to the Tenant;

(d) recover from the Tenant all damages and expenses incurred by the Landlord as a result of any breach by the Tenant including legal costs and disbursements incurred by the Landlord to terminate this Lease, any costs and expenses (including real estate commissions and professional fees) incurred by the Landlord in reletting the Premises and any deficiency between the 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; or

(e) recover from the Tenant all arrears of Rent together with the next 3 months’ installments of Basic Rent and the next 3 months’ installments on account of Tenant’s Operating Expense Payment and Tenant’s Tax Payment, as estimated by Landlord and the administration fee referred to in Schedule “C” of the present Lease under sub-paragraph (ii) of the definition of Tenant’s Operating Expense Payment, all or which immediately become due and payable as accelerated rent.

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Section 10.2 Right to Remedy Default

By these presents, the Tenant recognizes and agrees that it may not remedy a default which the Landlord has denounced to the Tenant in a notice to this effect, after the time limit afforded by the Landlord in the said notice. If the Landlord is not obligated to give notice to the Tenant of its default, the Tenant recognizes and agrees that it may not remedy its default following the occurrence of same.

Section 10.3 Recovery of Tenant Inducements

If this Lease is terminated under Section 10.1 (a), or if this Lease is repudiated, disclaimed or terminated in connection with or as a result of the bankruptcy or insolvency of the Tenant (including any Transferee), without prejudice to the Landlord’s rights under Section 5.1.4, the Tenant will pay to the Landlord, at the time of termination, an amount equal to the unamortized portion of any allowance or inducement received by the Tenant in respect of this Lease, with interest on such amount from the Commencement Date to the date such amount is paid to the Landlord at the interest rate stated in Section 3.7. In addition to any other allowance or inducement given by the Landlord, any rent-free periods or periods during which the Rent is reduced as a form of inducement to the Tenant and any commission or fee paid or payable by the Landlord to any broker or agent in connection with this Lease will be considered as an inducement paid to the Tenant. The unamortized portion of the inducement shall be determined based on a straight line amortization over the Term.

Section 10.4 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, notwithstanding any allocation of payment made by the Tenant.

ARTICLE 11

GENERAL PROVISIONS

Section 11.1 Pre-Term Occupancy

If for any reason the Tenant occupies the whole or any part of the Premises prior to the Commencement Date, all terms and conditions for this Lease (including obligation to pay Rent at the rates applicable during the first lease period referred in paragraph B (1.a) regarding Basic Rent which appears in the Schedule of Principal Lease Terms) will apply to such occupancy, unless otherwise provided in Schedule B.

Section 11.2 Delay

Whenever the Landlord or the Tenant is delayed in the fulfillment of any obligation under this Lease (Other than the payment of Rent, the obligations of the parties in respect of insurance and surrender of the Premises on termination) by an unavoidable occurrence (including without limitation, inability to obtain any material, service, utility or labour required to fulfill such obligation) which is beyond the control of the party delayed in performing such obligation, then the time for fulfillment of such obligation will be extended during the period in which such circumstances operate to delay the fulfillment of such obligation, but the Term will not be extended.

Section 11.3 Termination of the Lease

The rights and obligations of the Landlord and the Tenant in respect of occurrences prior to or at the expiry or other termination of the Term will survive such expiry or other termination. In particular and without limitation, the expiry or other termination of this Lease will not prejudice in any manner the Landlord’s right in respect of arrears of Rent and the right of each party to recover damages in respect of default by the other occurring prior to or at the expiry or other termination.

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Section 11.4 Waiver

If either the Landlord or the Tenant excuses or condones any default by the other of any obligation under this Lease, no waiver of such obligation will be implied in respect of any continuing or subsequent default.

Section 11.5 Notices

Any notice, consent or other instrument which may be or is required to be given under this Lease will be in writing and will be delivered in person or sent by registered mail postage prepaid or by facsimile, addressed:

(a)	if to the Landlord:
	1 Place Alexis Nihon, Suite 1010
	Montreal, Quebec
	H3Z 3B8
	Attention: Vice President, Secretary-Treasurer
	Facsimile No.: (514) 931-1618
(b)	if to the Tenant at the Premises:
	Attention: Kerri Loiselle
	Facsimile No.: (613) 230-4341

Any such notice or other instrument will be deemed to have been given and received on the day upon which personal delivery is made or, if mailed, 2 days following the date of mailing, or, if sent by facsimile, on the date of transmission unless transmission occurs after 17:00 in the jurisdiction of the recipient or on a day which is not a business day in the jurisdiction of the recipient, in which event the notice will be deemed to have been given and received at 9:00 on the first following business day in the jurisdiction of the recipient. Either party may change its address referred to in this Section by notice delivered in the manner required by this Section. If postal service is interrupted or substantially delayed, all notices or other instruments will be delivered in person or by facsimile.

Section 11.6 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.

Section 11.7 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 will not affect the substance or interpretation of this Lease.

Section 11.8 Partial Invalidity

If any provision of this Lease is held or rendered illegal or unenforceable, it will be considered separate and severable from this Lease and the remaining provisions of this Lease will remain in force and bind the parties as though the illegal or unenforceable provision had never been included in this Lease.

Section 11.9 Entire Agreement

This Lease contains the entire agreement between the Landlord and the Tenant concerning the Premises and there are no agreements or understandings between them with regard thereto other than as herein set forth. The Landlord and the Tenant acknowledge that neither of them has made or given any promise,

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representation, or inducement with respect to the Premises, the Building or the Property other than those expressly set forth in this Lease. All Schedules to this Lease form part of this Lease. Following is a list of the Schedules to this Lease:

Schedule of Principal Lease Terms:

Schedule “A”	—	Outline of the Premises
Schedule “B”	—	Special Lease Provisions
Schedule “C”	—	Definitions
Schedule “D”	—	Excluded Expenses
Schedule “E”	—	Description of the Land
Schedule “F”	—	Rules and Regulations

Section 11.10 Governing Law

This Lease will be construed in accordance with and governed by the laws of the Province of Quebec.

Section 11.11 Time of the Essence

Time is of the essence of this Lease.

Section 11.12 Publication of this Lease

This Lease shall not be published in any manner whatsoever. The Tenant shall have the right to publish the right conferred to it by the Lease by notice only and without mention of any of its financial terms. Such document shall in all respects be subject to the provisions of the Lease and shall be deemed to incorporate all the provisions of this Lease. The preparation of such document and publication of the same shall be at the Tenant’s own expense and only after the form and terms of same have been approved by the Landlord. Within thirty (30) days following the expiration of the Term or sooner termination of this Lease, the Tenant shall cause mainlevee of the publication or inscription of the notice and summary to be effected at its expense, failing which the Landlord shall have the right to do so at the Tenant’s expense. This obligation shall survive the expiration of the Term or sooner termination of this Lease.

Section 11.13 Waiver by Tenant

The Tenant waives the benefit of Article 1854, second paragraph, Article 1859, Article 1864, Article 1865, Article 1868, Article 1871, Article 1873, Article 1878, Article 1879, Article 1883 of the Civil Code of Quebec, or any successor legislation to the same or similar effect.

Section 11.14 Election of Domicile

The parties each elect domicile in the judicial district in which the Property is situated for all suits and proceedings related to this Lease.

Section 11.15 Freely Negotiated

Each party acknowledges that it has had the opportunity to consult with legal counsel in connection with the negotiation and execution of this Lease. Each of them acknowledges that all provisions of this Lease have been freely and fully discussed and negotiated and that this Lease does not constitute a contract of adhesion.

Section 11.16 Acknowledgement

The parties hereto hereby acknowledge and agree that the obligations of Alexis Nihon Real Estate Investment Trust / Fonds de Placement Immobilier Alexis Nihon (hereinafter, in this paragraph, the “REIT”) hereunder are not personally binding upon any trustee thereof, any registered or beneficial holder of units in the REIT (a “Unitholder) or any annuitant under a plan of which a Unitholder acts as trustee or carrier, and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the property of the REIT only shall be bound by such obligations. Any obligation of the REIT set out in this agreement shall to the extent necessary to

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give effect to such obligation be deemed to constitute, subject to the provisions of the previous sentence, an obligation of the trustees of the REIT in their capacity as trustees of the REIT only. Without limiting the generality of the forgoing, each Unitholder or any annuitant under a plan of which a Unitholder acts as trustee or carrier shall be entitled to the benefits of the second sentence of Article 1322 of the Civil Code of Quebec in respect of the obligations referred to therein.

Section 11.17 Language Clause

The parties have required that this Lease and all notices, deeds, documents and other instruments to be given or delivered pursuant hereto be drawn in the English language only. Les parties ont exige que le present bail ainsi que tous les avis et autres documents a etre donnes ou executes en vertu des presentes soient rediges en langue anglaise seulement.

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IN WITNESS WHERE OF, the Landlord has executed this Lease in the Montreal, Province of Quebec, this 9^th day of September, 2005.

	ALEXIS NIHON REAL ESTATE INVESTMENT
	TRUST
	(Landlord)
Per:	s/s illegible Guy Charron,
	Executive Vice President and
	Chief Operating Officer
Per:	s/s illegible Pierre Destrempes,
	Vice President, Office Leasing

IN WITNESS WHEREOF, the Tenant has executed this Lease in the City of Ottawa, Province of Ontario, this 7^th day of September, 2005.

	DECIMA RESEARCH INC.
	(Tenant)
Per:	s/s illegible Michel Lucas
	President
Per:	N/A

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SCHEDULE “A”

OUTLINE OF THE PREMISES

SUITE 400, 4^TH FLOOR MAP

SCHEDULE “B”

SPECIAL LEASE PROVISIONS

1. Fixturing Period

1.1

The Tenant is granted occupancy of the Premises on September 15th, 2005 (the “Occupancy Date”) until the Commencement Date (the “Fixturing Period”), in order to set up and operate its business. During the Fixturing Period, the Tenant is responsible for the performance of all provisions of the Lease, save and except the payment of the Basic Rent, Additional Rent. Notwithstanding the foregoing, the Tenant remains liable, throughout the Fixturing Period, to pay to the Landlord, upon demand, any fees related to any request from the Tenant to the Landlord to provide: (i) climate control to the Premises outside the following hours, namely: from 7:00 to 18:00 on Mondays through Fridays, and 7:30 to 12:30 on Saturdays, unless any such day is a statutory holiday; and (ii) janitorial and cleaning services in the Premises.

1.2

In addition to the foregoing, it is understood that as of June 16th, 2005, Tenant’s engineers, consultants, designers, and general contractor shall be given access to Premises in order to plan the Tenant’s work. However, in no event such period shall be used by the Tenant to perform its work.

2. Option to Renew

2.1	Provided the Tenant has respected its obligations under the Lease, the Tenant shall have the option to extend the Term for an additional period of five (5) years (the “Option to Renew”), commencing on May 1st, 2016 and terminating on April 30th, 2021 (the “Extended Period”).
2.2	The Extended Period shall be under the same terms and conditions as contained in the Lease, with the exception of the Basic Rent, the Contribution, the Landlord’s Work, the Right to Terminate and this Option to Renew which shall no longer apply. The Basic Rent shall be negotiated between both parties based on current fair market rent for leases with similar terms (including, without limitation, the length of the term and the frequency if adjustments in rent, of any) entered into at arm’s length, for comparable premises, as if leased to an existing tenant on renewal of their lease in comparable buildings and locations.
2.3	In order to exercise this option to renew, the Tenant must provide the Landlord with written notice of its intent to extend the Term, not less than twelve (12) months prior to the expiration of the Term and upon receipt of this notice, both parties will have sixty (60) days to agree on the Basic Rent, failing which, in either cases, the present option shall be null and void and the Term shall end on the date set out in the Lease.
2.4	This Option to Renew is personal to the Tenant and may not be assigned or transferred, save and except for a Permitted Transferee under article 5.1.8 of this Lease.

3. Right of First Offer

3.1 Provided the Tenant is not in default under the Lease, and subject to prior existing rights, the Tenant shall have the option to lease during the Term all or a portion of any space which become vacant and available on the third (3^rd) or fifth (5^th) floors of the Building (the “Available Space”). The Landlord shall notify the Tenant, in writing, as to the availability of the Available Space and possession date, and the Tenant will have fifteen (15) business days to advise the Landlord of its intention to lease the Available Space (the “Right of First Offer”). It is understood that the Available Space will not be considered to be available if an existing tenant shall renew or extend its lease for said space, or if it subleases its premises of assigns its lease.

3.2	Should the Tenant exercise the Right of First Offer, all the terms and conditions of this Lease shall apply to the Available Space, including the Basic Rent, except the Fixturing Period, the Landlord’s Work and the Contribution which shall not apply to the Available Space. The Available Space shall be delivered to the Tenant in their “as is” condition.
3.3	The Right of First Offer is personal to the Tenant and shall not be assigned or transferred, save and except for a Permitted Transferee under article 5.1.8 of this Lease.

4. Right of First Refusal

4.1	As of the Occupancy Date and throughout the Term, provided the Lease is signed by both parties, provided the Tenant is not in default of its obligation under the Lease, provided the Tenant has not subleased all or part of its Premises not assigned its Lease and subject to the existing rights of other occupants of the Building, should Landlord receive a bona fide offer to lease any vacant and available space located on the third (3rd) and fifth (5th) floors of the Building which the Landlord is prepared to accept, Landlord shall give to Tenant a written notice of the provisions of such offer and Tenant shall have the right until 5:00 pm on the fifth (5th) business day following the day upon which such notice is given, to elect, by written notice given to the Landlord, to lease said space (the “Right of First Refusal”).
4.2	If the Tenant elects to lease the space within the stipulated delay, it shall be under the same terms and conditions set forth in the bona fide third party offer, except for the term which shall be co-terminus with the Term of this Lease and all the incentives contained in the third party offer which shall be amortized over the balance of the Term to provide the Landlord the same revenues as the third party offer. In the event of such election, the Tenant shall have an additional delay of thirty (30) days to enter into an agreement amending the Lease covering such space on the same terms and conditions as those contained in the third party offer.
4.3	If the Tenant does not respond within the above-mentioned delay or if it does not wish to lease the space in question, the Landlord will be free to lease the said space to the third party tenant. Should the Tenant elect to waive its right of first refusal on the said space, the Landlord shall subsequently proceed with the rental of said space to the third party, without any further obligation to the Tenant in this regard.
4.4	The present Right of First Refusal is a personal right to the benefit of the Tenant and may not be transferred, save and except for a Permitted Transferee under article 5.1.8 of this Lease.

5. Right to Terminate

5.1	Provided the Tenant is not then in default of its obligations under the Lease and has remitted the Indemnity stipulated herein within the prescribed time limit, the Tenant shall have the right one time to terminate the Lease (the “Right to Terminate”) on April 30th, 2012 (the “Termination Date”), by giving the Landlord a prior written notice at least 12 months prior to the Termination Date (the “Notice”).
5.2	The Tenant undertakes to remit the Landlord, no later than thirty (30) days prior to the Termination Date, an indemnity for Tenant’s use of its Right to Terminate, by certified cheque of an amount equivalent to the unamortized portion of the Landlord’s Work, the Contribution, the Commission and all leasing costs, at interest rate shall be calculated at 10% per annum, failing which this Right to Terminate shall become null and void, without penalty, charge or recourse whatsoever from the Tenant against the Landlord.
5.3	The Tenant shall also reimburse to the Landlord for any amount owed for the adjustment of the Additional Rent up to the Termination Date, this adjustment being effected at the end the Occupancy Period.
5.4	The Tenant undertakes to remit to the Landlord vacant possession of the premises at the Termination Date, in the condition stipulated in this Lease.

5.5 This Right to Terminate is personal to the Tenant and may not be assigned or transferred by the Tenant, save and except for a Permitted Transferee under article 5.1.8.

6. Landlord’s Contribution

6.1	Provided that the Tenant is not in default of its obligations under the Lease, the Landlord hereby agrees to contribute an amount equal to twenty six dollars and twenty cents ($26.20) (plus applicable G.S.T. and Q.S.T.) per square foot of gross rentable are of Premises (the “Contribution”) in order to help the Tenant set up its business and equipment, and towards the construction of the Tenant’s initial leasehold improvements in the Premises. It is understood that the Tenant shall use the Contribution to execute work within the Premises, install wiring, purchase equipment, furniture, or offset relocation costs. All expenses at the sole discretion of the Tenant.
6.2	Fifty per cent (50%) of the Contribution shall be paid to the Tenant by the Landlord after the signature of the Lease.
6.3	The balance of the Contribution shall be payable only if the following conditions have been fulfilled upon Tenant’s written demand to that effect and presentation of the appropriate invoices:

a)	all of the Tenant’s leasehold improvements work shall have been completed in conformity with the provisions of this Lease;
b)	the Tenant shall have provided the Landlord with sufficient proof showing that all invoices pertaining to the Tenant’s leasehold improvements work have been fully paid;
c)	the Tenant shall have provided the Landlord with proof that no hypothec has been and will be registered against the Premises and/or the Building after a delay of thirty-five (35) days following completion of the Tenant’s leasehold improvements work;
d)	the Tenant shall not be in monetary default of any of its obligations under the Lease.

6.4 Any unused amounts are to be paid to the Tenant who shall be entitled to use the remaining Contribution at its discretion.

7. Landlord’s Work

7.1	All base building elements shall be in good working order.
7.2	It is further understood that the Landlord’s engineers shall ensure that HVAC system provided within the Premises maintains the Tenant with the temperature control and fresh air exchange allowing the employees of the Tenant to enjoy comfort and air quality in keeping with other “A” class office buildings. The Landlord’s work stipulated in Sections 7.1 and 7.2 shall be collectively referred to as the “Landlord’s Work”.
7.3	It is further understood that the Tenant needs hours of operations to be from 8:00 am to 11:00 pm Monday through Friday, and from 8:00 am to 11:00 pm Saturday and Sunday and that this is an integral part of the Tenant’s business hours, therefore crucial that the Landlord provide the Tenant with HVAC for said business hours.

8. Indentification

The Tenant, at its costs, shall be permitted to display corporate designation on the floor of the Premises, the whole in conformity with Landlord’s standards and after the Tenant’s having obtained, at its costs, any authorization or permit required by the competent authorities but not smaller than the largest sign installed by any other tenant. The Tenant shall also be permitted to display its logo in the lobby directory board and on the elevator reception area of the fourth (4^th) floor.

9. Parking

The Landlord shall provide Tenant with the use of ten (10) unreserved parking spaces in the Building’s parking area for the Term. It is understood that the cost of said parking shall be the current monthly rate being charged in the Building parking area, subject to Landlord’s periodical adjustment. The Tenant undertakes to promptly sign Landlord’s parking lease, of required.

SCHEDULE “C”

DEFINITIONS

In this Lease and in the Schedule to this Lease:

“Additional Rent” means all amounts payable by the Tenant pursuant to the Lease other than Basic Rent.

“Area of the Building” means aggregate area (determined in accordance with the BOMA Standard of Measurement) of the areas of the Building which the Landlord designates from time to time as being intended for leasing to tenants.

“Area of the Premises” means (subject to Section 2.2) the area indicated as such on the Schedule of Principal Lease Terms.

“Basic Rent” means the amounts indicated as such on the Schedule of Principal Lease Terms.

“Building” means the building described on the Schedule of Principal Lease Terms.

“Business Taxes” means all taxes (whether imposed on or in respect to the Landlord or the Tenant) from time to time in existence attributable to Tenant Property, any Improvements in the Premises, or to the business, occupancy, use or enjoyment of the Premises and/or the Property by the Tenant but expressly excluding Taxes.

“Change of Control” means, in the case of any Person, any event or occurrence, including, without limitation, any transfer, whether by sale, assignment, bequest or other transmission on death, hypothecation, mortgage, pledge, charge, security interest or otherwise, any pledge of any voting rights or interest and any voting trust or similar arrangement, which results or may result in any change in the effective control of such Person 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 satisfactory to it that (i) there will be a continuity of management and of the business practices of such corporation notwithstanding such Change of Control, and (ii) the Change of Control will not have any material adverse effect on the Tenant’s financial condition.

“Commencement Date” means the commencement date determined pursuant to the Schedule of Principal Lease Terms.

“Common Areas” means all areas, installations and facilities at or serving the Property or any part thereof which the Landlord designates from time to time as being for the benefit of more than one component of the Property.

“Environmental Law” means any law or instrument having the force of law, and any policy or guideline of any governmental authority responsible for the protection of or control of the environment, related directly or indirectly to environmental matters or protection of the environment, adopted or issued by any governmental authority or other Person mandated by any Government to deal with matters related to the environment.

An “Event of Default” will occur whenever:

(a) the Tenant is in default under this Lease and:

(i)	fails to remedy such default within 10 days (or such shorter period as may be provided in this Lease) after notice in writing from Landlord; or,
(ii)	if such default is other than in respect of Rent or any other amount payable pursuant to this Lease, cannot be reasonably remedied within 15 days or such

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shorter period after notice in writing from Landlord, the Tenant fails to commence to remedy such default within such 15 days or shorter period or thereafter fails to proceed diligently to remedy such default;

(b)	the Tenant or any Guarantor becomes bankrupt or insolvent or takes the benefit of any statute of any jurisdiction regarding bankrupt or insolvent persons 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 existence of the Tenant or any Guarantor, or for the liquidation of their respective assets;
(c)	a trustee, receiver, receiver/manager or like Person is appointed with respect to the business or assets of the Tenant or any Guarantor;
(d)	the Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a Transfer consented to by Landlord in accordance with Section 5.1;
(e)	any Guarantor terminates, or purports or attempts to terminate, its obligations under its guarantee of the Tenant’s obligations under this Lease;
(f)	this Lease or any of the Tenant’s assets are taken or seized, before or after judgment, and such seizure is not challenged within 15 days of the date when effected;
(g)	a Transfer occurs other than in compliance with the provisions of this Lease;
(h)	any insurance policy covering the Building or any part of the Property or any occupant thereof is cancelled or threatened to be cancelled or adversely changed or is not renewed as a result of any use or occupancy of the Premises.

“Excluding Expenses” has the meaning ascribed thereto on Schedule “D”.

“Guarantor” means any Person who has guaranteed the Tenant’s obligations under this Lease, or agreed to do so.

“Hazardous Substances” means any substance in whatsoever form which constitutes from time to time, either during or after the Term, a contaminant, a pollutant, a dangerous or hazardous or toxic substance, a liquid or solid or industrial waste, a deleterious substance, or a source of pollution or contamination under any Environmental Law;

“Improvements” means all installations, repairs, replacements or improvements to the Premises by or on behalf of the Tenant, and includes, without limitation, all improvements, installations 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 or hardware however affixed and whether or not moveable, all mechanical, electrical (including light control devices) and utility installations and all carpeting and drapes and other window coverings, but does not include Tenant Property.

“Land” means the land described in Schedule “E”, as same may be altered, expanded or reduced from time to time.

“Lease” means this lease including all schedules to this lease.

“Normal Business Hours” means the hours from 8:00 to 23:00 on Mondays through Fridays, and 8:00 to 23:00 on Saturdays and Sundays, unless any such day is a statutory holiday and except as expressly stipulated in Article 1 of Schedule B of this Lease.

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“Occupancy Period” means the period or periods adopted as the Occupancy Period from time to time by Landlord. The Landlord may adopt different Occupancy Periods for different purposes of this Lease.

“Operating Expenses” means all costs and expenses, without duplication and excluding Excluded Expenses, incurred by the Landlord in connection with, or allocated by the Landlord to the Property or incurred by it in connection with or allocated by it to the operation, management, administration, maintenance, improvement, insuring, cleaning, supervision, replacement, rebuilding or repair thereof, or the performance and discharge by the Landlord of its obligations under this Lease, subject to the following:

(a) Any costs and expenses of a capital nature which under good building management practice should be amortized over such period as the Landlord determines, and the Operating Expenses for each Occupancy Period shall include the share of the amortization attributed by the Landlord to such Period together with interest on the unamortized portion thereof at the rate determined by the Landlord from time to time as the rate (or average rate) payable by the Landlord for long-term financing related to the Property;

(b) Only such portion of the components of Operating Expenses attributable to the Common Areas which the Landlord, acting reasonably, allocates to the Building will be included in Operating Expenses; and

(c) If in any Operating Period all of the leasable premises in the Building are not leased to tenants, those components of Operating Expenses which fluctuate based upon the level of occupancy of the Building will be increased to the amount as determined by the Landlord acting reasonably, which would have been incurred in connection therewith if all of the leasable premises in the Building had been leased during such Operating Period.

“Person” means any person, firm, partnership or corporation, or any group or combination of persons, firms, partnerships or corporations.

“Permitted Use” means the permitted use indicated on the Schedule of Principal Lease Terms.

“Premises” means the premises described on the Schedule of Principal Lease Terms.

“Prohibited Activities” means (i) offering to the public or to persons other than the Tenant and its employees and/or guests food from or within the Premises, (ii) the operation of a cafeteria or dining room where the public or persons other than the Tenant, its employees and/or guests are admitted, (iii) the installation or use of any machine dispensing goods, foods or beverages for sale in the Premises, except for the exclusive use of Tenant’s employees and guests, provided the dispensing machines are not accessible or visible to the public. (iv) the telemarketing operation or any activity of a similar nature resulting in high density usage, except has permitted in Section 2.3 of this Lease and (v) any activities which would contravene any of the exclusivities or restrictions on use granted from time to time by the Landlord to tenants of the Property. The Landlord represents that Tenant’s Permitted Use does not contravene to any of the exclusivities or restrictions on use to any other tenants of the Building.

“Property” means the Land and the related structures and facilities including the Building, the parking garage, the whole as improved or altered by the Landlord from time to time in its discretion.

“Rent” has the meaning ascribed thereto in Section 3.1.

“Rules and Regulations” means the rules and regulations adopted and promulgated by Landlord from time to time in respect of the Building and the Property. The Rules and Regulations existing as at the date of execution of this Lease are those set out in Schedule “F”.

“Secured Creditor” means the holder of, or secured party under, any Security and includes any trustee under a trust deed which constitutes Security.

“Security” means a mortgage, hypothec, charge, debenture, trust deed, pledge, prior claim or other security instrument which charges the Property, the Building or any part thereof (including renewals or extensions thereof).

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“Security Deposit” means the amount indicated as the security deposit on the Schedule of Principal Lease Terms.

“Tax on Capital” means an amount calculated as follows:

(a)	an amount equivalent to the Value of the Property multiplied by the applicable tax on capital rate imposed from time to time pursuant to the Taxation Act (Quebec), as amended or replaced from time to time or any other applicable tax on capital rate imposed from time to time by the taxing authorities having jurisdiction; plus,
(b)	an amount equivalent to the Value of the Property multiplied by the applicable tax on large corporations rate imposed from time to time pursuant to the Income Tax Act (Canada), as amended or replaced from time to time or any other applicable tax on capital rate imposed from time to time by the taxing authorities having jurisdiction

“Taxes” means all taxes, surtaxes, levies, charges, local improvement rates and assessments whatsoever assessed or levied from time to time against or with respect to the Property or any part thereof or Landlord’s interest therein by any lawful taxing authority and includes any amounts assessed or charged in substitution for or in lieu of or in addition to any such taxes and specifically includes any of the foregoing assessed or levied pursuant to the Loi sur la fiscalite municipale. Capital gains taxes, corporate, income, profit or excess profit taxes do not constitute Taxes to the extent such taxes are not levied in lieu of any of the foregoing. Taxes will in every instance be calculated on the basis of the Property being assessed as fully leased and operational. If the Property is not separately assessed by any taxing authority, Landlord, acting reasonably, will determine the portion of the total Taxes related to the assessment unit or units of which the Property forms a part which is attributable to the Property, and the amount thus determined by the Landlord will be included in the Taxes.

“Tenant Property” means the trade fixtures, computer and telephone associated wiring, cables and similar matters, moveable property, merchandise and personal effects from time to time situated within the Premises, but excluding any of the foregoing which constitute Improvements.

“Tenant’s Operating Expense Payment” means, in respect of an Occupancy Period, the aggregate of

(i)	the amount determined by first dividing the Operating Expenses in respect of such Occupancy Period by the Area of the Building and then multiplying the product of such division by the Area of the Premises; plus
(ii)	an administration fee in an amount equal to 15% of the amount determined pursuant to clause (i) of this definition

“Tenant’s Share of Tax on Capital” means in respect of an Occupancy Period the amount determined by first dividing the Tax on Capital in respect of such Occupancy Period by the Area of the Building and then multiplying the product of such division by the Area of the Premises.

“Tenant’s Share of the Taxes” means in respect of an Occupancy Period the amount determined by first dividing the Taxes in respect of such Occupancy Period by the Area of the Building and then multiplying the product of such division by the Area of the Premises.

“Tenant’s Tax Payment” means, in respect of an Occupancy Period, the Tenant’s Share of the Taxes and Tenant’s Share of Tax on Capital.

“Term” means the period indicated as such on the Schedule of Principal Lease Terms; provided, however, that if the Commencement Date occurs on a day other than the first day of the month, the Term shall be the period indicated as such on the Schedule of Principal Lease Terms plus the period from the Commencement Date to the first day of the calendar month first following the Commencement Date.

“Transfer” means an assignment of this Lease in whole or in part, a sub-lease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this Lease or to the Premises are

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transferred to another, any transaction by which any right of management, use usufruct or occupancy of all or any part of the Premises is conferred upon anyone, any hypothec, 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 becomes 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 the use or occupancy of any part of the Premises, and the expression “Transfer” includes a Change of Control of the Tenant or of any person who controls the Tenant either directly or indirectly.

“Transferee” means the Person or Persons to whom a Transfer has been or is proposed to be made.

“Value of Property” means the aggregate book value to the Landlord of the Property (and all fixed assets, equipment and fixtures used in connection therewith) calculated before depreciation and amortization as at the end of each Occupancy Period.

SCHEDULE “D’"

EXCLUDED EXPENSES

For purposes of this Lease, the expression “Excluded Expenses” means:

(a)	the cost of any replacement of or major repair to the structure of the Building, including the structure of the roof and roof membranes, columns, floor slabs, foundations and exterior structural walls of the Building, but excluding for certainty, any repairs to or other matters which constitute normal periodic maintenance and repair in respect of any such items;
(b)	any exposure incurred by the Landlord for the exclusive benefit of any tenant of the Building or in connection with the leasing of space in the Building to any particular tenant, including brokers fees or commission, legal fees and expenses, marketing costs, the cost of remodeling space, any tenant inducements, the cost of lease take-overs, the cost of market studies and any other fees and expenses of a similar nature;
(c)	any costs related to the financing or refinancing of the Building or the Property;
(d)	any reserve for bad debt or other loss of rentals;
(e)	any amounts payable by the Landlord on account of financing of the Building or the Property, including payments of interest and principal in respect of such financing;
(f)	any costs or expenses attributable to any latent defect in the Premises (other than any improvements installed in the Premises by or on behalf of the Tenant);
(g)	the cost of acquisition of sculptures, paintings or other works of art;
(h)	the cost of any repairs (within the meaning of Section 6.3) which are covered by insurance, to the extent of the insurance proceeds actually received by the Landlord during the Occupancy Period in which the cost is incurred;
(i)	the cost of any work which is paid for by a Person other than the Landlord under a warranty obligation owed to the Landlord by such third Party.

Any insurance proceeds received by the Landlord in respect of the cost of repairs referred to in paragraph (h), the cost of which was included in Operating Expenses for a prior Occupancy Period shall be credited to the Operating Expenses for the Occupancy Period in which such proceeds are received.

SCHEDULE “E”

DESCRIPTION OF THE LAND

That certain emplacement fronting on Beaver Hall Hill and on Belmont Street, in the city of Montreal, Province of Quebec, known and designated as being lot number one million one hundred and seventy-nine thousand three hundred and ninety one (1,179,391) of the Cadastre of Quebec, Registration Division of Montreal.

With the building thereon erected bearing civic numbers 1080 and 1100 of Beaver Hall Hill and 605 of said Belmont Street, in the said city of Montreal.

SCHEDULE “F”

RULES AND REGULATIONS

1.	Common areas shall not be used by the Tenant for any purposes other than those designated by the Landlord. In Particular, the Tenant will not obstruct or otherwise interfere with the use of halls, staircases and other common passageways within the Property.
2.	The washroom facilities shall not be used for any purposes other than those for which they were constructed. Any damage resulting from misuse by the Tenant will be repaired by the Landlord at the Tenant’s expense.
3.	The Tenant shall not keep or permit any birds or animals to be kept in or about the Leased Premises or elsewhere upon the Property.
4.	The Tenant shall not permit any cooking in the Leased Premises other than by microwave for its personal use and that of its employees and in no event shall odours be permitted to escape to the common areas. The door of the cafeteria or similar facilities shall not give direct access to the common corridors.
5.	The Tenant will not use or permit the Leased Premises to be used for residential purposes or for the storage of personal effects or articles other than those required for business purposes.
6.	The Landlord may require that persons entering and leaving the Building at any time other than normal business hours comply with such security arrangements governing access to the Building or other parts of the Property as Landlord shall implement from time to time. The Landlord will have the right to prevent any person who does not respect such security arrangements from entering the Building and may require that any person who is found in the Building or elsewhere on the Property outside of normal business hours who does not comply therewith leave the Building.
7.	No dangerous explosives or noxious materials shall be kept or permitted to be kept in the Leased Premises.
8.	No heavy machinery or equipment, such as, without limitation, safes or vaults, will be brought into the Premises or moved either within the Premises or through the Building except with Landlord’s prior consent. The Landlord may make from time to time such rules with regard to the places in which the heavy equipment may be installed, and the manner in which such heavy equipment may be moved, as shall be necessary in the Landlord’s judgment in order to prevent damage to the Building. Whether or not the Tenant complies with the rules established by the Landlord in this regard, any damage to the Building arising from the moving of, use of or presence of any such heavy equipment shall be repaired at the Tenant’s expense. No freight or bulky matter of any description will be received into the Building or carried in elevators except during hours approved by the Landlord.
9.	The Tenant shall give the Landlord prompt notice of any accident to or any defect in the plumbing, heating, air-conditioning, ventilating, mechanical or electrical apparatus or any other part of the Building.
10.	The parking of cars or other vehicles shall be subject to the fees and charges and to the regulations established by the Landlord from time to time. The Landlord shall not be responsible for damage to or theft of any vehicles, their accessories or contents, caused by negligence or otherwise.

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11.	The Tenant will not place or cause to be placed any additional locks upon any doors of the Leased Premises without prior written approval of the Landlord. In any event, no locks shall be installed on the entrance doors or in any doors in the Leased Premises that are not keyed to the building master key system. Additional keys may be obtained from the Landlord at the cost of the Tenant. All emergency doors must be kept closed at all times.
12.	The Tenant shall be entitled to have its name as at the Commencement Date shown on the directory board of the Building (at Landlord’s expense) and at one of the entrance doors to the Leased Premises (at Tenant’s expense), but the Landlord shall in its sole discretion design the style of such identification and allocate the space on the directory board for the Tenant.
13.	The Tenant shall not conduct and shall not permit any canvassing in the Building.
14.	The Tenant acknowledges that the Landlord may from time to time close lanes, driveways and passages for the purpose of preserving the Landlord’s rights over such lanes, driveways and passages, if applicable.
15.	The Tenant will not install or permit to be installed any sign or other display which may be seen from the exterior of the Leased Premises.
16.	The Tenant will not use any hand trucks, or permit any hand trucks to be used, in the common corridors of the Building, and will not bring any vehicles of any kind into the Building.

EX-10.6.21

Exhibit 10.6.21

DECIMA RESEARCH INC.
LEASE FROM
160 ELGIN LEASEHOLDS INC.
FOR PREMISES AT
160 ELGIN STREET, SUITES 100, 110,
1800, 1801 AND 1802, OTTAWA, ONTARIO

Gowling Lafleur Henderson LLP
Barristers & Solicitors
Suite 2600, 160 Elgin Street
Ottawa, Ontario
K1P 1C3

(Laurie J. Sanderson / File No. 02-361015)

TABLE OF CONTENTS

Page

AGREEMENT OF NET LEASE FOR OFFICE PREMISES made as of the 19^th day of January, 2006.

BETWEEN:	160 ELGIN LEASEHOLDS INC. (the “Landlord”), a corporation duly incorporated under the laws of Canada, and having a place of business at Suite 500, 3625 Dufferin Street in the City of Toronto, Province of Ontario,
AND:	DECIMA RESEARCH INC. (the “Tenant”), a company duly incorporated under the Laws of Ontario, having a place of business at 160 Elgin, Suite 1800, in the City of Ottawa, Province of Ontario.

In consideration of the rents and agreements hereinafter contained, the parties agree to lease the Premises on the following terms:

		LEASE
	ARTICLE 1: SUMMARY PROVISIONS	SECTIONS
1.1	Premises: That certain office space currently identified as “Suite 1800,” “Suite 1801” and “Suite 1802” containing 19,209.4 square feet of Gross Rentable Area (the “18th Floor Premises”) and that part of the ground floor of the building designated as “Suite 100” and “Suite 110” containing 7,429 square feet of Gross Rentable Area (“Ground Floor Premises”) in the building known as “160 Elgin,” located in the City of Ottawa, Province of Ontario (the 18th Floor Premises and the Ground Floor Premises collectively called the “Premises”). The Premises are shown in that approximate location outlined in heavy black on Schedule “A” and “A-1.”		3.1
1.2	Term: Ten (10) years.		3.1
1.3	Commencement Date: March 1, 2006
1.4	Expiry Date: February 28, 2016
1.5	Minimum Rent: means an amount per square foot per annum of the
	Gross Rentable Area of the Premises, as follows:		4.1

(i)	18th Floor Premises:
	(a)	for the period commencing
		March 1, 2006 until February 28, 2011: $19.50 per sq. ft.:
		AND
	(b)	for the period commencing
		March 1, 2011 until February 28, 2016:$20.50 per sq. ft.:
(ii)	Ground Floor Premises
	(a)	for the period commencing
		March 1, 2006 until February 28, 2016:$17.00 per sq. ft.:

1.6 Proportionate Share of Operating Expenses: 2.7% subject to adjustment once verified in accordance with this Lease. 4.1, 6.1

		LEASE
	ARTICLE 1: SUMMARY PROVISIONS	SECTIONS
	For purposes of information and without representation or guarantee, the estimated annual rate for Operating Expenses for the 2006 operating year is Nine Dollars and Thirty-Three Cents ($9.33) per square foot of the Gross Rentable Area of the Premises, subject to adjustment by Landlord.
1.7	Proportionate Share of Taxes: 2.7% subject to adjustment once verified in accordance with this Lease.		4.1, 5.2
	For purposes of information and without representation or guarantee, the estimated annual rate for Taxes for the 2006 operating year is Nine Dollars and Fourteen Cents ($9.14) peer square foot of the Gross Rentable Area of the Premises, subject to adjustments by Landlord.
1.8	Charges for Utilities: The charge for utilities is included in the Operating Expenses charged to Tenant. However in connection with the Ground Floor Premises the cost of electricity and other utilities may be established by separate meter readings, as detailed in Section 6.2.		4.1, 6.2
1.9	Authorized Use: Offices only for Tenant’s current activities at the time of the execution of this Lease and no other use, and subject to exclusivities granted or to be granted to third party tenant.	8.1 Schedule “B” - Section 2
1.10	Addresses for Notices:		17.12
1.11

To Landlord:	160 Elgin Leaseholds Inc. Suite 500, 3625 Dufferin Street Toronto, ON M3K 1N4 Attention: Leasing Coordinator Fax: (416) 398-0040
	with a copy to:
	H&R Property Management Ltd. 200 Bouchard Boulevard Dorval, QC H9S 1A8 Attention: Lease Administration Fax: (514) 631-4646
To Tenant:	Decima Research Inc. 160 Elgin Street, Suite 1800 Ottawa, ON K2P 2P7 Attention: Michel Lucas Fax: (613) 230-4341

1.12	Broker: N/A
1.13	Security Deposit: N/A
1.14	Indemnifier(s): N/A
1.15	Special Conditions:	Article 18

4

		LEASE
	ARTICLE 1: SUMMARY PROVISIONS	SECTIONS
18.1	Unitholder Liability
18.2	Ground Floor Premises Rules and Regulations
18.3	After Normal Business Hours
18.4	First Right — Other 18th Floor Premises
18.5	Option to Extend
18.6	Exterior Signage
18.7	Parking
18.8	Landlord’s Right to Revoke
18.9	Right to Terminate
18.10	Fixturing Period — Ground Floor Premises Only
18.11	Allowance
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 “B” 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 and any obligation which is not expressly declared herein to be that of Landlord shall be deemed to be an obligation of Tenant to be performed and paid for by 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. Tenant further acknowledges 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 and Tenant shall pay to Landlord Landlord’s Costs of such preparation, unless such amendment is requested by Landlord.

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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

SEE RIDER PAGE 3A

     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 Commencement Date.

RIDER PAGE 3A

Rider to Section 3.2

The Gross Rentable Area of the Premises as set out in Section 1.1 has been calculated by Landlord’s Expert on the basis of the calculation of rentable area in accordance with the 1980 BOMA Standards of Measurement. For the purposes of this Lease during the Term, the Gross Rentable Area of the Building is agreed to be 977,928 square feet. Notwithstanding the foregoing, Landlord shall have the right to remeasure the Premises during the Extension Term in accordance with the rentable area measurement under ANSI BOMA 1996 standards of Measurement. If Landlord exercises such right it shall remeasure the balance of the Building in accordance with the same measurement standards.

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 and for such defects which Tenant shall have disclosed to landlord by Notice within 30 days following its taking of possession of the Premises or, in the case of a seasonal item (such as

6

heating or air-conditioning), within 30 days following the day on which such seasonal item first starts operating.

SEE RIDER PAGE 4A

3.5 Relocation of Premises

Intentionally deleted.

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.

Rider To Section 3.4

In connection with the Ground Floor Premises only and in lieu of performing any landlord base building work, Landlord agrees to reimburse Tenant for improvements made to the Premises (based upon receipted invoices) up to a maximum of Six Dollars ($6.00) per square foot of Gross Rentable Area of the Ground Floor Premises. Further, Tenant shall have the right to maintain, demolish or add to the existing mezzanine located inside the Premises without having to pay Minimum Rent for such mezzanine space. However, Tenant is responsible for all Operating Expenses and Taxes assessed to such mezzanine area.

4.2 General

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(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 or 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 5 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 3% per annum on all arrears of Rent for the period of time any Rent remains unpaid;
(d)	In the event that Tenant fails to pay any item of Rent on its due date for any 2 months (which do not have to be consecutive) during any Rental Year, Tenant agrees to pay to Landlord for such delay, in addition to the interest owed pursuant to Section 4.2(c), a sum equivalent to 15% of any such amounts then in default, which amount the parties agree is a genuine pre-estimate of the damages that may be reasonably anticipated to be suffered by the Landlord as a result of such default. Such amount shall be payable by Tenant whether or not such default is remedied prior to the claim for such liquidated damages;
(e)	Tenant shall upon Landlord’s request:

(i)	deliver to Landlord a series of postdated checks covering the Minimum Rent and Additional Rent for the first twelve (12) months of the Lease. Thereafter, one (1) month prior to each anniversary of the Lease, the Tenant shall deliver twelve (12) other postdated checks covering the Minimum and the Additional Rent for the following twelve (12) months; or
(ii)	pay the Minimum Rent and the Additional Rent by means of pre-authorized monthly payments in accordance with the provisions of Schedule “E” annexed hereto.

(f)	Landlord shall determine Operating Expenses and Taxes without duplication in accordance with generally accepted accounting principles consistently applied for the real estate industry;
(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

8

estimated in equal consecutive monthly installments 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 installments 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 delivery 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, at its sole discretion, apply the excess, without interest, to next accruing months installment of Rent or to other amounts owing by Tenant or refund the excess (unless Tenant is then in monetary default under any term or condition of this Lease) without interest or if Tenant has paid less than such statement specifies, Tenant shall pay the deficiency, any such adjustment amounts to be applied or paid within 5 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

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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 no later than on the tax due date or on the Specified Date, subject to Sections 4.2 (b), (g) and (h). All Taxes shall be exempt from Landlord’s administration fee.

     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, business taxes (if any) or Sales 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

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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 “C.” 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. SEE RIDER PAGE 7A

RIDER TO SECTION 6.2

     For the purposes hereof, the charges for utilities for the 18^th Floor Premises shall be included in Tenant’s Proportionate Share of Operating Expenses. In connection with utilities consumed within the Ground Floor Premises, said costs shall be established by Landlord by separate meter readings, designated to monitor the Ground Floor Premises, where available Landlord shall provide the Ground Floor Premises with such meters, in good working order. For clarity and notwithstanding anything to the contrary herein contained, Tenant shall be responsible to pay its Proportionate Share of Common Area utilities.

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 “C”;

(a)	heating, ventilation and air-conditioning as required for the comfortable use and occupancy of the Premises during Normal Business Hours; such services to the Premises outside of Normal Business Hours shall be available in two (2) hours increments, at Tenant’s sole expense and in accordance with Landlord’s prevailing rates; notwithstanding the foregoing, the Tenant shall pay to the Landlord, as Additional Rent, the costs of all chilled or condenser water supplied to the Premises, at the rate established from time to time by the Landlord, at its discretion;
(b)	cleaning services; and
(c)	utilities for lighting and equipment.

7.2 Services to Building

11

     Landlord shall provide the following services to the Building (not including the Premises):

(a)	elevators as set forth in Schedule “C”;
(b)	washroom facilities;
(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 all or 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 discontinue or modify any services required of it as a result of Landlord’s exercise of the rights conferred under Section 7.3

SEE RIDER PAGE 9A.

ARTICLE 8: USE OF PREMISES

8.1 Use

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     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 to 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 an municipal or other authority. Tenant shall be solely responsible to obtain, at it 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

     Subject to subsection (b) below, Tenant shall occupy the Premises throughout the Term and shall continuously and actively conduct in the whole of the Premises the business permitted by the Authorized Use. Tenant acknowledges that its continued occupancy of the Premises and the continuous and active conduct of its business in the Premises are of the utmost importance to landlord in:

(i)	avoiding the appearance and impression generally created by vacant space;
(ii)	facilitating the leasing of vacant space in the Building and the lease renewals of existing tenants;
(iii)	maximizing the rents payable to the Landlord both by existing tenants and new tenants of the Building; and
(iv)	maintaining the character, quality and image of the Building.

SEE RIDER PAGE 9A & 9B

Rider to Section 7.4

Notwithstanding the foregoing, Landlord agrees to provide not less than twenty-four (24) hours prior notice of any interruption in lighting and electrical power and to use commercially reasonable efforts to restore such lighting and electrical power as quickly as possible in the circumstances.

Rider to Section 8.3

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(b) Notwithstanding the foregoing, provided Tenant is not in default hereunder, Tenant shall have the right to cease business operations on the Premises (“Cease Conducting Business”) on and subject to the following terms:

(i)	Tenant shall give Landlord not less than one hundred eighty (180) days’ prior written notice of its intention to Cease Conducting Business (“Notice”);
(ii)	Landlord shall have the right to enter that portion of the Premises so vacated (“Vacated Premises”) to show same to prospective lessees and such access shall not constitute a breach of Tenant’s quiet enjoyment nor in any way limit or affect Tenant’s obligations hereunder which shall continue throughout the Term;
(iii)	such right to Cease Conducting Business shall be subject to there being no risk of the resulting cancellation of or material adverse change in any insurance coverage related to the Vacated Premises;
(iv)	Tenant shall be responsible to pay any additional or increased insurance costs resulting from tenant’s election to Cease Conducting Business;
(v)	Tenant shall take all such steps as may be reasonable necessary or required by Landlord to maintain security in respect of the Vacated Premises;
(vi)	Tenant shall continue to perform all other obligations under this Lease notwithstanding that Tenant is no longer occupying the Vacated Premises;
(vii)	Landlord shall have the right to access the Vacated Premises at any time, without having to provide notice, notwithstanding any provision in this Lease requiring notice to be provided prior to access by Landlord, to inspect same and same shall not constitute a breach of quiet possession or entitle Tenant to terminate this Lease or any damages.

RIDER PAGE 9B

(viii) at Landlord’s option, Tenant shall have an employee or other person approved by Landlord to attend at the Vacated Premises regularly to inspect same and effect such maintenance, repairs or replacements as may be required under this Lease.

At any time after receipt of such Notice, Landlord shall have the right to terminate this Lease as it related to the Vacated Premises only, provided that it first gives Tenant at least thirty (30) days’ prior written notice of its intention to do so; if Tenant recommences occupancy of or conduct of business in the Vacated Premises within such period of thirty (30) days, or commits in writing within such period to do so within a further period of not greater than sixty (60) days, and provided that and so long as Tenant does occupy and conduct business in the Vacated Premises, Landlord shall not exercise such right of termination. If Landlord thereafter exercises such right of termination Tenant shall vacate the Vacated Premises on the date required by

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Landlord and shall deliver up vacant possession of the Vacated Premises in the state and condition Tenant is required to maintain the Vacated Premises pursuant hereto.

(c) Tenant acknowledges that notwithstanding the rights granted to Landlord pursuant to this section, such rights shall be exercised in landlord’s sole discretion and there shall be no implied obligation on landlord to market or re-let the Vacated Premises.

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) 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 in an amount not less than the full replacement cost of the Premises, including loss of their use;
(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 or 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 reasonable 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

15

(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 additional insureds as their respective interest 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 or canceling 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.

     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

16

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 gross 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 therefore (except where such cause is Landlord’s gross 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 arrangement 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 anything 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 Indemnifications of Landlord

     Tenant shall indemnify Landlord and save it harmless from and against all claims and costs arising from this Lease, or 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

17

the Premises or in the Common Areas by Tenant, or by a failure by Tenant or by anyone permitted to be on the Premises by Tenant to comply with Laws, unless any such claim, cost or occurrence results from the gross 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

     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.

     For greater clarity, Tenant shall be solely responsible for and shall pay for all repairs or replacements of every nature and kind to the Premises other than those which in the reasonable opinion of Landlord would constitute major structural repairs to the Building (and which are charged generally to tenants of the Building as part of Operating Expenses).

10.2 Landlord’s Approval of Tenant’s Improvements

     Tenant shall not make any improvements to the Premises 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, damages and expenses and waivers by persons who participate in the Improvements (including the renunciation by such Person of any rights to register liens against the Building or any part thereof) as Landlord requires, failing which Tenant shall furnish adequate 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, licenses and inspections from all governmental and regulatory authorities.

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     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 efficiency 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 mandatary. 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 subcontractor(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 costs incurred by Landlord in connection with such improvements made to the Premises.

     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 plus 11% of the cost of such work as a management fee. 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 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.

SEE RIDER PAGE 14A

10.3 Ownership of Improvements

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     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 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 (n the basis for a solicitor and his own client) incurred as a result of the lien including, without limitation, procuring and registering its discharge will e 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, if so required by Landlord, remove all or specified improvements including, without limitation, all improvements installed by landlord or Tenant in the Premises and regardless of whether Landlord or Tenant is or was responsible for the cost thereof, Tenant shall thereupon become obligated to restore the Premises to their original condition, save for such improvements as Landlord permits to remain. Should Tenant not be required to remove any of such improvements, they 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 therefore 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.

SEE RIDER PAGE 14A

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Rider to Section 10.2

(c)	(i)	Tenant shall pay Landlord forthwith on demand all charges as determined and allocated by Landlord, acting reasonably, in respect of all special services provided to or for the benefit of Tenant beyond building standard services, the costs for which are included in Operating Expenses, such special services including, without limitation, charges for security, hoisting, supervision, waste removal and receiving, storing and handling materials and articles.
	(ii)	Landlord shall have the right, to be exercised by written notice to Tenant, to require that Landlord be the exclusive supplier, at Tenant’s expense, of such materials or services for Tenant in respect of the Premises and the Project not otherwise expressly provided for in this Lease as Landlord may designate from time to time (“Services”) including, without limitation: replacement of tubes, bulbs and ballasts; waste removal; any services requiring drilling or otherwise penetrating floors, walls and ceilings; and locksmithing and security arrangements. If Landlord does not require that it be the supplier of Services, only persons approved by Landlord, acting reasonably, may supply Services to Tenant but subject to reasonable rules and regulations established by Landlord.
	(iii)	Landlord shall not be liable for any damages caused in performance of any maintenance or cleaning provided hereunder, no matter how caused, whether by negligence or otherwise. Landlord shall not be liable for any indirect or consequential damage arising from any default in or failure to perform any such maintenance or cleaning.
(d)		Unless otherwise expressly agreed between Landlord and Tenant to the contrary in respect of any specific matter from time to time, all work performed and materials supplied by Landlord for Tenant or otherwise respecting the Premises pursuant to the provisions hereof or otherwise shall be paid for by Tenant to landlord forthwith upon demand at Landlord’s cost for the same plus fifteen percent (15%) for inspection, supervision and overhead.

Rider to Section 10.6

Notwithstanding the foregoing, Landlord agrees that upon the expiration or earlier termination of the Term, Landlord shall not require Tenant to remove any improvements made prior to the date of this Lease or any other improvements made by Decima Research Inc. or an Affiliate (as defined in Section 13.5) to the Premises for its business operations on the Premises, except for all telecommunication wiring installed by or on Tenant’s behalf for its business operations in the Premises. Tenant shall ensure that the Premises are left in the condition in which the Premises are required to be maintained by Tenant in accordance with this Lease. For clarity, the foregoing right to leave improvements made to the Premises at the expiration or earlier termination of the Term shall not apply to improvements constructed by or on behalf of any assignee, subtenant or any other transferee other than an Affiliate.

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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 Premises, except as expressly permitted by this Lease.

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.

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 mad 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

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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 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 to the extent Tenant is not indebted to the Landlord under the provisions of the Lease, 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 or Tenant

(a) Subject to Section 11.5(b), if any damage or destruction by fire or other cause to the Building or Premises, whether partial or not, is due to the fault or negligence of Tenant, its officers, agents, employees, servants, or visitors without prejudice to any other rights and remedies of Landlord;

(i) Subject to Section 11.5(b), Tenant shall be liable for all costs and damages;

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(ii)	Subject to Section 11.5(b), the damages may be repaired by Landlord at Tenant’s expense;
(iii)	Tenant shall forfeit its right to terminate the Lease as provided in Section 11.1(a); and
(iv)	Tenant shall forfeit any abatement of Rent provided in this Article 11 and Rent shall not abate.

(b) SEE RIDER PAGE 16A

RIDER PAGE 16A

(b) Notwithstanding the foregoing, to the extent only that Landlord is insured and receives insurance proceeds, Landlord releases Tenant, its servants, agents, officers, employees, or visitors from damage or destruction caused by the negligence of Tenant, its servants, agents, officers, employees or those for whom Tenant is in law responsible.

11.6 Expropriation

     Landlord and Tenant shall cooperate in respect of any expropriation of the Premises or any part thereof so that, subject to the following rights of Landlord (which include, without limitation, the rights of Landlord to receive compensation for Tenant’s leasehold improvements), 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 (including all compensation for the value of Tenant’s improvements and Tenant’s rights (if any) to such compensation are hereby assigned to Landlord). 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. Landlord shall have the option, to be exercised by written notice to Tenant, to terminate this Lease effective on the day the expropriating authority takes possession of the whole or the portion of the expropriated Premises. Rent shall be adjusted as of the date of such termination and Tenant shall, on the date of such taking of possession, vacate the Premises and surrender the same to landlord, with Landlord having the right to re-enter and re-possess the Premises discharged of the Lease and to remove all persons therefrom.

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:

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(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 12 months of the Term (or the last 12 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. 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 or occupant of the Building and Landlord has or will have during the next 6 months suitable space for rent in the Building; or

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(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 receive a bona fide third party written offer from a potential assignee, subtenant or user;
(b)	Tenant shall have provide 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)	Unless the proposed assignment or sublease is to a purchaser in conjunction with the sale or transfer to such purchaser of one or more divisions of Decima Research Inc., or an Affiliate as defined in Section 13-5, 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 the 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.

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     Any profits on the rentals made by Tenant as a result of any assignment, sublet or use of the Premises shall be remitted to Landlord.

     Tenant shall pay $1,000 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 indemnifier.

     Upon Landlord’s request, Tenant shall deliver a solemn declaration by one of its officers 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.

RIDER

13.5 Non-Consent Affiliates

     Notwithstanding the provisions of Section 13.1 above, Tenant shall have the right, without the consent of but on prior written notice to Landlord, to assign this Lease or sublet the Premises to a corporation which is a subsidiary or an affiliate (as that term is defined in the Business Corporations Act of Ontario) of Decima Research Inc. (“Affiliate), provided that (i) the transferee shall have first entered into an agreement with Landlord as contemplated pursuant to section 13.2(d) above; and (ii), if such Affiliate ever ceases to be an Affiliate, there shall thereupon be deemed to have occurred as assignment or subletting requiring Landlord’s consent, and subject to all of the other provisions of this Lease applicable to assignments and subleases.

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 thereafter be executed, and any and all extensions and renewals thereof and substitutions therefore provided

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that, in any event, before requiring Tenant to postpone or subordinate as hereinbefore set out, Landlord, at its expense, shall obtain from the holder of such Security and shall deliver to Tenant an acknowledgement and assurance in writing duly signed and executed by the holder of such Security and addressed to the Tenant, whereby the holder of such Security acknowledges that in the event the holder of such Security realizes upon its Security, it will not disturb Tenant and will permit Tenant to remain in possession under this Lease and in accordance with the terms hereof and with law (“NDA”).

     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 the holder of such Security accepts such attornment.

     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, subject to receipt of a NDA by Tenant.

14.2 Status Statement

(a) 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:

(i)	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;
(ii)	the Commencement Date and Expiration Date of the Lease;
(iii)	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;
(iv)	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;

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(v)	whether or not to the actual knowledge of Tenant, there are then existing any defaults by Landlord in the performance of its obligations under the Lease, and, if so, specifying the same;
(vi)	the dates, if any, to which the Rent and other charges under the Lease have been paid; and
(vii)	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.

RIDER TO SECTION 14.2

(b) Landlord at any time and from time to time, upon not less than ten (10) days prior Notice from Tenant, shall execute, acknowledge and deliver to Tenant, or to whomsoever Tenant may direct, a statement in writing stating that this Lease is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified) and the date to which rents and other monies payable under this Lease have been paid, and stating whether or not, to the best knowledge of Landlord, Tenant is in default of any covenant, agreement or condition contained in this Lease, and if so specifying each such default of which Landlord may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by an prospective interest in this Lease.

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;
(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)	other than as expressly permitted under this Lease, 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 Indemnifier(s) (if any) makes an assignment for the benefit of creditors; if a receiver-manager is appointed to control the conduct of the business

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	on or from the Premises; if Tenant or the Indemnifier(s) (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 Indemnifier(s) (if any) and such order remains uncontested for 5 business days;
(f)	if Tenant is in default pursuant to another lease with Landlord or any of its affiliates; or
(g)	if Tenant fails to perform any of its other obligations under the Lease and fails to cure the default prior to the expiration of the time period set out in the Notice of default sent by Landlord.

15.2 Landlord’s Recourses

15.2.1 Interest and Costs. Tenant shall pay monthly to Landlord interest at the Prime Rate plus three percent (3%) on all Rent required to be paid hereunder from the due date for payment thereof until the same is fully paid and satisfied. Tenant shall indemnify 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 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 three (3) months next ensuing shall immediately become due and payable and at the option of Landlord, the Term shall become forfeited and void, and 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 Landlord shall have the right to recover arrears of Rent or damages for any prior default by 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 Landlord shall have the right to recover from 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, Landlord may from time to time without terminating this Lease relet the Premises or any part thereof as agent for Tenant. In the case of any such reletting:

(a)	Landlord may make such alterations and repairs as may be necessary in order to relet the Premises;
(b)	Landlord may relet the Premises for such term or terms (which ay be for a term extending beyond the Term of this Lease) and at such rental or rentals and upon

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such other terms and conditions as Landlord in its sole discretion may deem advisable;

(c) all rentals received by Landlord from such reletting shall be applied;

(i)	first, to the payment of any indebtedness other than Rent due hereunder from the Tenant to 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 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 Tenant hereunder. Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Notwithstanding such reletting, landlord shall have the right to recover from Tenant all damages incurred by Landlord as a result of Tenant’s breach including all costs of recovering and reletting the Premises. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination, landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies, it may have, it may recover from 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. In case suit shall be brought for recovery of possession f the Premises, for the recovery of Rent or any other amount due under the provisions of this Lease, or because of the breach of any other covenant herein contained on the part of Tenant to be kept or performed and a breach shall be established, Tenant shall pay to landlord all expenses incurred therefore, including reasonable solicitors’ and counsel fees on a solicitor/client basis.

15.2.5 Landlord May Perform Covenants. If Tenant shall fail to perform any of its covenants or obligations under or in respect of this Lease, 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 tins upon or in respect of the Premises or any part thereof as Landlord may consider requisite or necessary.

     All expenses incurred and expenditures made by or on behalf of Landlord under this section shall be forthwith paid by Tenant and if Tenant fails to pay the same, Landlord may add

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the same to the Rent and recover the same by all remedies available to landlord for the recovery of Rent in arrears.

15.2.6 Landlord May Follow Chattels. Provided that in the case of removal by Tenant of the goods and chattels of the Tenant from the Premises, 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. Tenant hereby covenants and agreed with Landlord in consideration of the Premises and of the leasing and letting by Landlord to 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 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 tenant or on distress being made by Landlord this covenant and agreement may be pleaded as an estoppel against 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. Tenant waiving as Tenant hereby does, all and every benefit that could or might have accrued to 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 – LANDLORD’S SECURITY

     Intentionally deleted.

ARTICLE 17: MISCELLANEOUS

17.1 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 “D.” 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 materially interfere with Tenant’s ability to conduct its business in an efficient and effective manner and its other rights under this Lease.

17.2 Timeliness

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     Landlord may, unless expressly stated otherwise, exercise and enforce his respective rights under the Lease at any time and from time to time.

17.3

17.4 No Tacit Renewal

     If Tenant remains in possession of the Premises after the end of the Term with our 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.

17.5 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 toward Landlord for the performance of and shall be subject to all of the terms, obligations and conditions herein.

17.6 Tenant Partnership

     If Tenant is a partnership, each Person who is presently a member of the partnership and each Person who become 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.

17.7 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.

17.8 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.

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17.9 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.

17.10 Force Majeure

     Notwithstanding anything to the contrary contained in the Lease, if either party hereto is bona fide delayed or hindered in or prevent from the performance of any term, obligation or act required hereunder by reason of strikes, labor troubles, inability to procure materials or services, power failure, restrictive governmental laws or regulations, riots, insurrections, 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.

17.11 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.

17.12 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 ail, 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,

Suite 1800, 160 Elgin Street,
Ottawa, ON
To the attention: Director, Special Projects

     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

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such Notice, the address therein specified shall be deemed to be the address of such party for the giving of Notices hereunder.

17.13 Registration

     This Lease may be registered in its abridged version or by notice of lease prepared by Tenant at its own cost provided such abridged lease or notice of lease does not contain any of the financial terms and conditions of the Lease and that Landlord has approved such abridged lease or notice of lease prior to its publication. The abridged lease or the notice of lease (whichever is being used by Tenant) shall, in any case, contain a provision stating that the Lease supersedes any provision of the abridged lease or the notice of lease. Should the abridged lease or a notice of 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.

17.14 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. 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.

17.15 No Broker

     Tenant represents and warrants to landlord that no broker or agent negotiated or was instrumental in consummating the Lease, other than the Broker mentioned in Section 1.1 of the Summary Provisions (if any), whose fees or commissions shall be paid by Landlord. Any other brokerage commission shall be paid by the Tenant.

17.16 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 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.

17.17.

17.18 Schedules

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     The schedules set out at length in the following pages form an integral part of the Lease and consist of the following:

Schedule “A” and “A-1”	Floor plan
Schedule “B”	Defined Terms
Schedule “C”	Utilities and Services
Schedule “D”	Rules and Regulations
Schedule “E”	Acceptance form

ARTICLE 18: SPECIAL CONDITIONS

18.1 Unitholder Liability

     If Landlord or any assignee of the beneficial rights of Landlord is ever a Real Estate Investment Trust (a “REIT”), then Tenant acknowledges and confirms that the obligations of Landlord hereunder are not and may not be binding on a trustee of the REIT, any registered or beneficial holder of one or more of the units of the REIT (“Unit Holder”) or any annuitant under a plan of which such Unit Holder acts as trustee or carrier or any of the officers, employees or agents of the REIT and that resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, and for clarity, Tenant’s recourse shall be limited to Landlord’s interest in the Building.

18.2 Ground Floor Premises Rules and Regulations

     Tenant acknowledges that outside the hours of 7:00 a.m. to 6:00 p.m. Monday through Friday of each week there are more stringent security measures applicable to the ground floor of the Building and Tenant agrees to abide by all Building rules and regulations in place from time to time.

18.3 After Normal Business Hours

     Subject to Landlord’s rules and regulations and reasonable Building security requirements and, for clarity, section 17.10, it is understood that Tenant requires and shall therefore have the right to access the Premises and conduct business thereon seven (7) days per week, from 8:00 a.m. to 11:00 p.m. Landlord acknowledges having been advised by Tenant that this is an integral part of Tenant’s business operations and is crucial therefore, subject to the payment by Tenant of the cost thereof and subject to any reasonable interruptions for modifications, repairs and replacements to the system or Building (which Landlord agrees to provide advance notice to Tenant (except n the case of an emergency in which case no notice shall be required) and which landlord agrees to use commercially reasonable efforts to effect as quickly as possible with as minimal interruption as is reasonably possible), Landlord shall provide to Tenant HVAC during such hours unless Tenant gives Landlord at least two (2) business days’ prior written notice to the contrary. Any costs for the operation of the HVAC equipment outside Normal Business Hours shall be charged to Tenant at the current Building

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rates from time to time. Landlord confirms that, for the purposes of this Section 18.3, “Normal Business Hours” shall be 7:00 a.m. to 6:00 p.m. Monday to Friday.

18.4 First Right – Other 18^th Floor Premises

     Subject to Section 18.8 below, if, at any time during the Term (or any extension thereof), any premises on the 18^th floor of the Building (“Other 18^th Floor Premises”), become or are expected to become vacant and available for leasing by Landlord after the termination, surrender or expiry of the existing lease of such Other 18^th Floor Premises or the leases of tenant(s) who have been relocated to such Other 18^th Floor Premises (including renewals or extension thereof pursuant to rights contained therein or other agreements as landlord may conclude with the existing tenant(s) of such Other 18^th Floor Premises or tenant(s) who have been relocated to such Other 18^th Floor Premises) to end after the Commencement Date of this Lease, subject only to any other rights to lease such Other 18^th Floor Premises which have been granted to any other tenant or tenants prior to the date of this Lease, then, provided there remains a minimum of two (2) years before the expiry of the Term (or, if less than two (2) years remain before the expiry of the Term, Tenant has remaining and, has agreed in writing to exercise its Option to Extend as set out in Section 18.6 below so that there remains greater than two (2) years), Tenant shall have the right to lease such Other 18^th Floor Premises on the terms hereafter set forth.

     Landlord shall give Tenant notice (“Landlord’s Notice”) of the anticipated date of availability for occupancy of such Other 18^th Floor Premises (“Offered Premises”), and of the minimum Rent for which Landlord would be willing to lease such Offered Premises to Tenant, which shall be the then current market rates as indicated on Landlord’s prevailing rental schedule for comparable premises in the Building for the time of commencement of the lease of such Offered Premises and the length of the “Term.” Tenant shall thereupon have the right, to be exercised by written notice to Landlord within three (3) days after receipt of Landlord’s Notice to agree to lease such Offered Premises at the Minimum Rent and on the terms and conditions set out in landlord’s Notice and otherwise, on the terms and conditions of landlord’s then standard form of lease for the Building, which, for clarity, shall provide that:

(i)	the term of the lease for the Offered Premises shall commence on the date set forth in Landlord’s Notice, and shall be coterminous with the Term of this Lease;
(ii)	all Rent (including Minimum Rent and all other amounts payable hereunder) shall be payable commencing on the commencement date of the lease of such Offered Premises and shall continue thereafter at all times throughout the term of such lease without there being any period during which any such Rent shall not be payable;
(iii)	Tenant shall accept the Offered Premises in their existing condition and Landlord shall not be required to perform any leasehold improvements or do any other work in respect of the Offered Premises or pay any allowances or give any other inducements to Tenant in respect thereof; and

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(iv) for clarity, there shall be no right to terminate for such Offered Premises notwithstanding that Tenant may still have the right to terminate this Lease in respect of the Premises under Section 18.9.

     If Tenant exercises such right within the time and manner as aforesaid, Tenant shall, prior to Tenant being entitled to occupy the Offered Premises, execute Landlord’s standard form of lease for the Offered Premises.

     Failing exercise by Tenant of the said right to lease the Offered premises within the time and in the manner as aforesaid, Tenant’s right in respect of such Offered Premises shall be null and void and forever extinguished. It is agreed that whether or not Tenant exercises its right to lease the Offered Premises, if the Offered Premises is less than the whole of the Other 18^th Floor Premises, then this right shall continue to exist in respect of the balance of the Other 18^th Floor Premises until all such Other 18^th Floor Premises has become Offered Premises or until the right otherwise terminates by its terms, whichever is earlier.

     18.5 Option to Extent

(a)

Subject to Section 18.8 below (other than 18.8(iii)) and the provisions of this Section 18.5, Tenant shall have the option to extend the Term of this Lease for a further term of five (5) years (the “Extension Term”). The Extension Term shall be on Landlord’s then standard form of lease for the Building and it is understood and agreed that: (i) there shall be no further right to extend after the expiry of the Extension Term; (ii) the Minimum Rent shall be the current Market Rent as determined pursuant to subsection 18.5(b); and (iii) there shall be no tenant’s allowance or rent-free period for the Extension Term and the Premises shall be accepted by Tenant in “as is” condition at the commencement of the Extension Term without landlord being required to perform any work. Such right to extend shall be exercisable by written notice to landlord by not later than twelve (12) months prior to the expiry of the original Term hereof, failing which such right shall be null and void and forever extinguished.

(b)

The Minimum Rent for the Extension Term shall be the current market rent for the Premises (“Market Rent”). As used herein, “Market Rent” means the annual rental which could reasonably be obtained by Landlord for the Premises from a willing tenant or willing tenants dealing at arms’ length with landlord in the market prevailing for a term commencing on the relevant date, having regard to all relevant circumstances including the size and location of the Premises, the facilities afforded, the terms of the lease thereof (including its provisions for Additional Rent), and the leasehold improvements therein, and disregarding Tenant’s trade fixtures and also disregarding any deficiencies in the condition and state of repair of the Premises as a result of Tenant’s failure to comply with its obligations hereunder in respect of the maintenance and repair of the Premises, and having regard to rentals currently being obtained and leasing inducements, if any (including leasehold improvement allowances, rent free periods, lease takeovers), being paid for comparable space in the Building (if applicable) and for

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comparable space in other comparable class buildings comparably located to achieve the face minimum rental rates in such comparable class buildings. The Market Rent for the Extension Term shall be as agreed upon between Landlord and Tenant or, failing agreement by Landlord and Tenant, by not later than three (3) months prior to the expiry of the Term hereof, the Market Rent shall be established in the manner set out in subsection 18.5(c). In the event that the Minimum Rent payable during the Extension Term has not bee determined prior to the commencement of the Extension Term, then until such determination has been made, Tenant shall pay Minimum Rent at a rate equal to one hundred (100%) percent of the Minimum Rent payable during the immediately preceding twelve (12) month period. Upon determination of the Minimum Rent for the relevant Extension Term, either Landlord shall pay to Tenant any excess or Tenant shall pay to landlord any deficiency in the payments of Minimum Rent previously made by Tenant.

(c)

Landlord or Tenant (the “Requesting Party”) shall be entitled to notify the other party hereto (the “Receiving Party”) of the name of an expert for the purpose of determining the Market Rent. Within fifteen (15) days after such notice from the Requesting Party, the Receiving Party shall notify the Requesting Party either approving the expert proposed by the Requesting Party or naming another expert for the purpose of determining the Market Rent. Should the Receiving Party fail to give notice to the Requesting Party within the said fifteen (15) day period, the expert named in the notice given by the Requesting Party shall perform the expert’s functions hereinafter set forth. If Landlord and Tenant are unable to agree upon the selection of the expert within fifteen (15) days after such notice from the Receiving Party to the Requesting Party, then either party shall be entitled to apply to a court to appoint an expert in the same manner as an arbitrator may be appointed by a court under the Arbitrations Act of Ontario. The expert appointed, either by landlord and/or Tenant or by a court, shall be qualified by education, experience and training to value real estate for rental purposes in the Province of Ontario and have been ordinarily engaged in the valuation of real property in the municipality in which the Building is located for at least the immediately preceding five (5) years. Within thirty (30) days after being appointed, the expert shall make a determination of the Market Rent, after receiving evidence from both Landlord and Tenant. The cost of such determination shall be borne equally by the parties. The determination of the expert as to the Market Rent shall be conclusive and binding upon landlord and tenant and not subject to appeal.

18.6 Signage

     Provided that and so long as Decima Research Inc. is itself Tenant and, either it or its assignee of the whole of the Premises, is in occupancy of and conducting business on the whole of the Premises in accordance with the terms of this Lease, then, subject to compliance with all Laws, and subject to Landlord’s prior written approval as to the size, design, location and method of affixing the same, Tenant shall, at Tenant’s expense, have the right to display

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throughout the Term and Extension Term: (a) its corporate designation in the Building standard form on an exterior ground floor column to be designated and approved by Landlord or at Landlord’s option, Building standard podium signage in lieu of the column signage; (b) its corporate logo in the Building director board; (c) its corporate logo on the elevator reception area on the 18^th and ground floors of the Building in standard form; (d) its corporate logo over its Ground Floor Premises in the Building standard form (collectively, the “Signs”). The signage rights granted in this subsection 18.6 are non-assignable and may only be exercised for so long as Decima Research Inc. or its said assignee is itself the occupant of and conducting business on all of the Premises in accordance with the terms of this Lease and is not in default hereunder.

     Such Signs will be the property of Tenant and Tenant shall be solely responsible for all of the following:

(i)	all costs incurred as a result of or respecting such Signs including, without limitation, the cost of such Signs, all costs of installation of such ?Signs and all fixtures, fittings and attachments in association therewith (“Fittings”) including costs of any necessary changes to the Building required to accommodate the same, and all costs of repair, maintenance and replacements in respect of such Signs and Fittings;
(ii)	all necessary repairs, maintenance and replacements required to the Building as a result of such Signs and Fittings;
(iii)	all damages caused by such Signs and Fittings;
(iv)	all taxes resulting from such Signs and Fittings; and
(v)	all costs of insurance premiums incurred for all insurance carried by Landlord in its sole discretion, in respect of such Signs and Fittings.

Tenant shall keep such Signs and Fittings in a state of good, first class, attractive and clean condition and appearance at all times throughout the Term and, upon the expiry or earlier termination of the Term, or earlier upon Decima Research Inc. or its assignee of the whole of the Premises ceasing to occupy or to conduct business on any portion of the Premises or defaulting under the terms of this Lease, Tenant shall remove all or such portions, as required by Landlord, of such Signs and Fittings and shall make good all damage caused by the Signs and Fittings and by the installation and/or removal thereof. To the extent that Landlord does not require the removal of all or any such portions of any such Signs and Fittings as aforesaid, the same shall forthwith, upon the expiry or termination of this Lease, or upon Tenant’s no longer being entitled to maintain the Signs in accordance with the foregoing provisions hereof, become the absolute property of Landlord on payment of no compensation whatever.

18.7 Parking

(a) Throughout the Term and any extension thereof pursuant hereto, Tenant shall have the right to use (10) reserved spaces and, subject to subsection (b) below, up to fifteen (15)

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unreserved spaces for parking automobiles (collectively, the “Parking Spaces”) in the parking facilities at the Building (the “Parking Garage”), in such locations as designated from time to time by Landlord or the operator of the Parking Garage (except that the ten (10) reserved spaces shall continue to be located on Level C or below), and subject to the terms set out below. For each of such Parking Spaces, Tenant shall pay to Landlord, whether or not Tenant actually uses the Parking Spaces or any of them, the prevailing monthly rates charged from time to time by Landlord or the operator of the Parking Garage for the use of reserved and unreserved parking spaces respectively.

(b) In connection with the fifteen (15) unreserved Parking Spaces only, Tenant shall have the right to exercise by written notice to landlord not later than thirty (30) days prior to each anniversary of the Commencement Date during the Term (including any Extension Term), to designate the number of unreserved Parking Spaces, (up to fifteen (15) unreserved Parking Spaces) that it will use during the next succeeding year, and Tenant’s liability to pay for the use of such unreserved Parking Spaces in respect of that year shall be for that designated number of Parking Spaces, and Tenant shall pay for such designated number of spaces whether or not Tenant actually uses such designated number of spaces. Provided that it Tenant designates less than fifteen (15) unreserved Parking Spaces in any year, and Tenant desires some greater number of unreserved Parking Spaces, in any succeeding year, landlord shall be under no obligation to provide same if such spaces are not available but shall use reasonable commercial efforts to provide such additional unreserved parking spaces. If, at any anniversary of the Commencement Date, Tenant does not designate a number of unreserved Parking Spaces it will use during the next succeeding year, Tenant’s liability in respect of that year shall be the number of unreserved Parking Spaces designated in the immediately preceding year. For clarity, there shall be no right to adjust the ten (10) reserved Parking Spaces.

(c) Tenant shall ensure that Landlord is at all time in possession of up-to-date information as to the owner, license plate number and description of each automobile authorized to use such Parking Spaces.

(d) Landlord may from time to time make and amend such rules and regulations for the management and operation of the Parking Garage as Landlord shall determine and Tenant and all persons under its control, including without limitation all users of the Parking Spaces, shall be bound by and shall comply with all of such rules and regulations of which notice is given to Tenant from time to time and all of such rules and regulations shall be deemed to be incorporated into and form a part of this Lease.

(e) For emphasis only, and without affecting or limiting the meaning of any provision of this Lease, it is agreed that the following sections of this Lease apply to the rights granted to Tenant hereunder in respect of the Parking Spaces, namely Sections 9.3 (“Loss or Damage”) and 9.4 (“General Indemnification of Landlord”).

(f) If Tenant or any person permitted by Tenant to use any of the Parking Spaces fails to comply with the provisions of this Lease in respect of the Parking Spaces, including without limitation the rules and regulations from time to time applicable to the Parking

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Garage, then Landlord shall have the right to terminate or suspend the privileges of the offending party to use the Parking Garage, provided that the exercise of such right by Landlord shall not limit or affect the obligation of Tenant hereunder to pay for all parking Spaces.

(g)

No motor vehicle other than a private passenger automobile, station wagon or van shall be parked on or in any part of the Common Facilities of the Project, including without limitation the Parking Garage, nor shall any repairs other than emergency repairs immediately necessary for operation of a vehicle be made to any motor vehicle in or on any of the Common Facilities, including without limitation the Parking Garage, and no motor vehicle shall be driven on any part of the Common Facilities other than on a driveway or in the Parking Garage.

(h) It is understood and agreed that Landlord is not responsible for theft of or damage to the vehicle or its equipment or articles left in the vehicle.

(i) it is understood and agreed that no vehicle powered by propane, hydrogen or natural gas are allowed in the garage.

18.8 Landlord’s Right to Revoke

     Notwithstanding the foregoing, at Landlord’s option, any of the rights conferred under Sections 18.4 and 18.5 may be revoked in whole or in part if, at the time Tenant exercises the option(s) conferred, Tenant: (i) is in default under this Lease or at any time during the Term (as same may have been extended), Tenant has been in default beyond the applicable cure period expressly provided for in this lease (provided that a non-monetary default such as a repair obligation which remains outstanding beyond the applicable cure period as a result of it being bona fide disputed by Tenant, shall not result in a loss of this right); or (ii) has become bankrupt or insolvent or has made an assignment for the benefit of creditors or has taken the benefit of any statute in force for bankrupt or insolvent debtors, or a petition in bankruptcy has been filed against Tenant, or a receiving order has been made against Tenant, or proceedings have been commenced respecting the winding-up or other termination of the existence of Tenant, or a receiver or other person has taken possession or effective control of the assets or business of Tenant or a substantial portion thereof, or there are outstanding writs of execution ; or (iii) Decima Research Inc has assigned this Lease or sublet or parted with possession of all or any part of the Premises or there has been a change of control in ownership of the majority of the capital stock of Tenant; or (iv) is not in possession of and conducting business on the whole of the Premises in accordance with the terms of this Lease. Notwithstanding the foregoing, failure by Landlord to revoke any of the rights set out above, shall not be deemed a waiver of Landlord’s right to revoke any other right from time to time or a waiver of any default under this Lease for which Tenant shall remain liable to remedy in accordance with this Lease.

18.9 Right to Terminate

     Provided that Tenant is not then in default beyond the applicable cure period, if any, expressly provided for in this Lease, Tenant shall have the right, exercisable by written notice

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received by Landlord not later than February 27, 2010 (“Termination Notice”), to terminate this Lease and be released from all future Rent obligations as of February 28, 2011 (“Termination Date”). Such release shall be effective if and only if Tenant pays to landlord, not later than thirty (30) days prior to the Termination Date, the aggregate of: (i) a sum equal to the unamortized portion of any allowances paid to Tenant (which, for clarity, as of the date hereof include the amounts paid by landlord under Section 3.4 and Section 18.11 of this Lease) and all leasing costs incurred by Landlord amortized over a ten (10) year period commencing March 1, 2006 and ending February 28, 2016 at an interest rate of eight (8%) percent per annum; plus (ii) a sum equal to Minimum Rent and Additional Rent payable under this Lease for the Premises for a six (6) month period.

18.10 Fixturing Period — Ground Floor Premises Only

     Upon execution of this Lease and subject to the terms hereof and provided Tenant has delivered to Landlord certificates of insurance satisfactory to Landlord and the construction policies for the Building, Tenant shall be entitled to take possession of the Ground Floor Premises to and including February 28, 2006 (the “Fixturing Period”) in order to construct its interior improvements and complete the Premises by the Commencement Date. The Tenant may occupy the Ground Floor Premises upon completion of construction of its interior improvements in order to carry on its day-to-day business. During the Fixturing Period, Tenant shall not be obligated to pay minimum Rent, Operating Expenses or Taxes but Tenant shall be subject to all of the other terms and conditions of this Lease insofar as applicable, including, without limitation, the obligation to pay utilities, business taxes (if any), the obligation to maintain insurance and the provisions relating to the liability of Tenant and the indemnification of Landlord.

18.11 Allowance

(a) Provided this Lease has been executed by each of the parties, Landlord agrees to provide Tenant with the following leasehold improvement allowance (plus applicable taxes), as follows:

i.	in connection with the Ground Floor Premises, an amount equal to Fifteen Dollars ($15.00) per square foot of the Gross Rentable Area of the Ground Floor Premises (‘Ground Floor Premises Allowance”); and
ii.	in connection with the 18th Floor Premises, an amount equal to Five Dollars ($5.00) per square foot of the Gross Rentable Area of the 18th Floor Premises (“18th Floor Premises Allowance”);

	(the Ground Floor Premises Allowance and the 18th Floor Premises Allowance being hereinafter collectively referred to as the “Allowance”).
(b)	The Allowance as set out above shall be paid by Landlord to Tenant thirty (30) days following the later of:

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i.	execution of this Lease; and
ii.	Tenant providing Landlord with both:

1.	receipted invoices for the performance of all of Tenant’s Work;
2.	certification by Tenant or a senior officer of Tenant and by each of Tenant’s contractors or a senior officer thereof that Tenant’s Work has been completed, the date of such completion and that all accounts relating to Tenant’s Work have been paid in full and that no lien has or may be claimed with respect thereto and that all construction lien periods have expired.

(c) Provided Tenant is not in default, Landlord shall pay to Tenant from the Allowance the amount required to reimburse Tenant for the amounts paid as evidenced by the invoices provided in subsection 18.11(b)(ii)(2) above. Further, Landlord agrees that if the amount of the Allowance exceeds the amount so paid by Landlord to Tenant, any unused amounts shall be credited to the account of Tenant and applied toward the first Rent due under this Lease.

ARTICLE 19: ACKNOWLEDGMENT & 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.

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     Signed by Landlord as of the                       day of                                         , 2008 ..

160 ELGIN LEASEHOLDS INC.
Per:
	Name: Nathan Uhr
	Title: Vice-President, Acquisition
Per:
	Name: Mona Moore
	Title: Leasing Manager
I/We have authority to bind the Corporation.
DECIMA RESEARCH INC.
Per:
	Name: Kerri Loiselle
	Title: Director, Special Projects
Per:
	Name:
	Title:

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SCHEDULE A

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SCHEDULE A-1

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SCHEDULE “B”

DEFINED TERMS

1. “Additional Rent” means all sums of money, other than Minimum Rent, payable by Tenant pursuant to the Lease.

2. “Authorized Use” means offices used for Tenant’s current activities at the time of the execution of this Lease and no other use, and subject to exclusivities granted or to be granted to third party tenants 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 define 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; or
(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 1y60 Elgin Street, Ottawa.

5. “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.

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6. “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 date set forth in Section 1.4 of the Summary Provisions.

8. “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 the 1980 BOMA standards of measurement as verified by the Landlord’s architect.

RIDER 30A

Notwithstanding the foregoing, the Landlord shall have the right to remeasure the Premises during the Extension Term in accordance with the rentable area calculation under ANSI BOMA 1996 Standards of Measurement all in accordance with Section 3.2

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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.	“Indemnifier(s)” Intentionally deleted.

15.

“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).

16.

“Landlord” means 160 Elgin Leaseholds Inc., and its successors and assigns.

17.	“Landlord Costs” means with respect to any cost incurred by Landlord, the actual amount thereof plus 15% thereof on account of management and overhead.
18.	“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 of guidelines of a government agency having the force of law; and
(d)	all provisions of the foregoing,

which bind or affect the party or Person mentioned therein. The term “Laws” includes Environmental Laws.

19. “Lease” refers to the present Agreement of Net Lease.

20. “Minimum Rent” means the minimum rent set forth in Section 1.5 and subject to adjustment as set forth in Section 3.2

21. “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.

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22.	“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.
23.	“Notice” has the meaning set forth in Section 17.12.

24. “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 (but without duplication) 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 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 stationery;
(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;
(g)	policing, security, concierge and other tenant services;
(h)	rental of any equipment, signs and decorations;
(i)	heating, ventilating and air-conditioning of 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 or chilled water 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

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	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 “C”;
(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;
(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 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 or safety of Building users, including, without limitation, the cost of communications equipment installed for the potential benefit of the tenants in general and not for exclusive use by a particular tenant;
(o)	professional fees except as they relate to the leasing of the Building;
(p)	deleted
(q)	any Taxes not otherwise charged directly to Tenant as per Section 5.2 of this Lease;
(r)	repairs, maintenance and replacements of every nature to the Building, (excluding major repairs and replacements to the structural elements of the Building (save and except for the roof membrane), structural defects and other structural costs necessary to comply with current and future building codes);
(s)	an administration fee of 15% of such total costs, excluding Taxes (as defined in paragraph 36 of this Schedule B), it being understood and agreed that such administration fee shall be deemed not to constitute duplication with any of the costs which form part of the Operating Costs, including, without limitation, those costs set out in paragraph 24(a) hereof.

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Notwithstanding the foregoing, Operating Expenses shall exclude or have deducted therefrom as the case may be:

(i)	interest on debt or capital, retirement of debt and all other debt service charges;
(ii)	costs of attracting tenants to the Building including, without limitation, leasing and rental advertising costs, agents’ commission charges and any other fees, salaries or expenses incurred by Landlord in leasing the Building;
(iii)	costs for the installation of partitioning or any tenant’s improvements;
(iv)	depreciation’
(v)	until February 28, 2011, costs and expenses properly chargeable to capital accounts according to generally accepted accounting principles;
(vi)	until February 28, 2001, depreciation and amortization as set out in subsection 24(l) above and interest costs as set out in subsection 24(m) above;
(vii)	net proceeds received by Landlord from insurance policies taken out by Landlord to the extent that such proceeds relate to costs and expenses incurred in the maintenance and operation of the public or common areas of the Building;
(viii)	all amounts which otherwise would be included in Operating Expenses which are recovered by Landlord from tenants as a result of any act, commission, default or negligence of such tenants;
(ix)	any and all costs and expenses incurred as the result of faulty construction, improper materials and workmanship in respect of the Building or the Premises which Landlord has received compensation for, from the party performing such work;
(x)	other than as specifically provided for herein, any and all costs of maintenance, repairs or replacement to structural portions or elements and roof of the Building;
(xi)	any income taxes, corporation taxes, business taxes, Capital Taxes or other taxes personal to landlord, ground rental, penalties relating to the late payment by landlord of any utilities or taxes;
(xii)	any amount directly chargeable by Landlord to any tenant or tenants of the Building as provided for in their respective leases (but, for clarification, not recoveries from tenants);
(xiii)	any amounts paid or payable by Landlord as Sales Taxes, on account of the purchase or supply of goods and services, the cost or expense of which have been included in Operating Expenses; and
(xiv)	until February 28, 2011, costs incurred in the operation, maintenance, repair and replacement of the multi-level parking structure erected on the Lands.

For clarity, from and after March 1, 2011, the provisions of Section 24(v), (vi) and (xiv) shall no longer apply and Landlord shall be entitled to include into Operating Expenses such costs, expenses and interest.

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25. “Person” includes any individual, firm, partnership, corporation or other entity or any combination thereof.

26. “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.

27. “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.

28. “Proportionate Share of Operating Expenses” means a fraction equal to the total Gross Rentable Area of the Premises divided by the total Gross Rentable Area of the Building.

29.	“Proportionate Share of Operating Expenses” means a fraction equal to the total Gross Rentable Area of the Premises divided by the total Gross Rentable Area of the Building.
30.	“Rent” means all sums of money payable by Tenant pursuant to the Lease.

31. “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.

32. “Rules and Regulations” means the rules and regulations adopted by Landlord pursuant to Section 17.1. The Rules and Regulations in force on the Commencement Date of the Lease are those set out in Schedule “D.”

33. “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.

34. “Security” means collectively the guarantees, the fixed and floating charges, mortgages, debentures or hypothecs and other security granted by TrizecHahn Corporation, TrizecHahn Office Properties Ltd. and/or Telecom Properties Ltd., their successors and assigns in favor of the Trustee.

35. “Specified Date” means such date as may be specified by Notice from Landlord to Tenant.

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

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	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 Capital Taxes 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 DECIMA RESEARCH INC. and its successors or permitted assigns.
38.	“Term” means the period starting on the Commencement Date and terminating at 12:00 (noon) on the Expiration Date, subject to the terms and conditions set forth herein.
39.	“Trustee” means a trustee appointed by the Landlord from time to time and its successors and assigns.

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SCHEDULE “C”

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, and shall be subject to a charge as determined by Landlord.
(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

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	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 therefore 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, provided that lighting is available twenty-four (24) hours per day, seven (7) days per week.
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 therefore 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 therefore 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-condition

(a)	Landlord shall provide during Normal Business Hours a constant supply of air that is filtered and humidified and either heated or cooled as conditions may require.
(b)	Landlord shall e under no obligation to operate the air-conditioning system in excess of what may be, in its opinion, reasonable and normal in the circumstances and assuming that:

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(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 fro 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;
(iii)	the occupancy of the Premises not exceeding one person per hundred square feet of space; and
(iv)	it being agreed that Tenant shall be responsible for addressing Tenant’s air conditioning requirements in excess of these assumptions.

(c)	All individual controls required by Tenant shall be installed at Tenant’s expenses.
(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.

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SCHEDULE “D”

RULES AND REGULATIONS

1. Tenant shall not perform any acts or carry on any practices which may, in the reasonable opinion of Landlord, tend to lower the character of the Building, 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 of 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 labor 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.

5. 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.

7. 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 on the directories and doors of offices, and then only of such size, color and style as Landlord shall determine and approve.

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9. 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 of 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, 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 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. Deleted.

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 appurtenances to the Premises.

14. Tenant shall not install window shades of any color other than the typical colors 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 the 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.

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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 hearing 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. The Tenant shall not bring into or store in the Premises any inflammable liquid or dangerous or explosive materials, or cleaners, solvents or other chemicals or matters which may be considered as pollutants or contaminants or as hazardous wastes under any laws, by-laws, ordinances or regulations, or any items or fixtures that, by reason of their nature, weight, size or use, may constitute a nuisance (including, without limitation, noises, vibrations or offensive odors) or damage or endanger any part of the Building.

23. 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,

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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 aid Rules and Regulations shall not be deemed to limit any obligation or provision of this Lease to be performed or fulfilled by Tenant.

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SCHEDULE “E”

ACCEPTANCE FORM

NAME OF OWNER OR OF HEAD OFFICE		AMOUNT RECEIVABLE NUMBER
NAME AND NUMBER OF TENANT	DATE OF LEASE	MONTHLY CHARGES
ADDRESS OF PREMISES		DATE OF LAST RENT PAYMENT
ADDRESS OF HEAD OFFICE		BANK ACCOUNT NUMBER
TRANSIT NUMBER	BANK AND BRANCH
NAME APPEARING IN BANK RECORDS
SIGNATURE OF TREASURER

APPLICATION FOR PARTICIPATION
IN THE PRE-AUTHORIZED PAYMENT PROGRAM

I hereby authorize                                          and/or The Royal Bank of Canada to debit my account at the financial institution described hereinbelow, in accordance with the AUTHORIZATION TO PAY found below, in order to remit the amounts payable pursuant to the lease agreement between                                          and                                          . Please include a sample check from your bank or your trust company.

AUTHORIZATION TO HONOR MY CHECKS

NAME OF BANK:

BRANCH AND ADDRESS:

I hereby request and authorize you to pay and debit from my account, at your branch or at any other branch of your institution where my account might be transferred, all checks drawn on your institution in my name and payable to the order of TIRZEC HAHN CORPORATION, which are presented to you for payment or any amount specified on any magnetic tape or other computer tape for remittal to, as the case may be, or the Royal Bank of Canada.

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As consideration for our services hereunder, it is agreed that your handling of each check and/or computer tape, and your rights regarding such checks, shall be the same as if they were personally signed by me, asking you and authorizing you to pay such sums and to credit them to the beneficiary by debiting my account, and any failure to pay them shall not give rise to any liability on your part, whatever the loss or damage suffered.

If the above-mentioned financial institution is not one subject to the Bank Act (Canada), the word “check” as used in the present authorization shall include the word “order” which would be a check within the meaning of Section 165 of the Bills of Exchange Act (Canada).

Any delivery to you of the present authorization shall constitute a delivery by the undersigned.

Signed this day                                          of                                           , 200 ___.

(The signature must be the same as the one appearing on the signature card of the financial institution in question.)

Authorized signature(s)

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EX-10.6.22

Exhibit 10.6.22

DECIMA INC.
(formerly OSI GROUP INC.)
LEASE FROM STOCKTON & BUSH 2345 LIMITED
FOR PREMISES AT
2345 YONGE ST., 4^th, 7^th AND 10^th FLOORS,
TORONTO, ONTARIO

Gowling Lafleur Henderson LLP
Barristers & Solicitors
Suite 2600, 160 Elgin Street
Ottawa, Ontario
K1P 1C3
(Laurie J. Sanderson / File No. 03-321661)

OFFICE LEASE

STOCKTON & BUSH 2345 LIMITED

(Landlord)

and

OSI GROUP INC.

(Tenant)

4^th and 10^th Floors
2345 Yonge Street
Toronto, Ontario

Rentable Area: 4^th floor – approximately 5,931 square feet
10^th floor – approximately 3,000 square feet

Date: May 1, 2002

OFFICE LEASE

TABLE OF CONTENTS

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THE EDISON CENTRE

STANDARD FORM OFFICE LEASE

ARTICLE 1

BASIC LEASE TERMS

Section 1.01 – Variable Lease Terms

     In this Lease the following terms will have the following meanings:

     (1) “Lease” means this lease dated the 1st day of May, 2002, and includes all schedules annexed hereto, as from time to time amended in writing.

     (2) “Landlord” – STOCKTON & BUSH 2345 LIMITED and its successors and assigns.

     (3) “Landlord’s Address”

Suite 304
2345 Yonge Street
Toronto, Ontario
M4P 2E5

or such other address as is designated by the Landlord.

     (4) “Tenant” – OSI GROUP INC. and its successors and permitted assigns.

     (5) “Tenant’s Address” – Suite 1800, 160 Elgin Street, Ottawa, Ontario K2P 2C4 or such other address as is designated by the Tenant within the Province of Ontario.

     (6) “Guarantor” – Not applicable.

     (7) “Guarantor’s Address” – Not applicable.

     (8) “4th Floor Premises” – Those premises demised to the Tenant pursuant to Section 2.01 hereof, cross-hatched on the first page of Schedule “A” hereto, being part of the 4th floor.

     (9) “10th Floor Premises” – Those premises demised to the Tenant pursuant to Section 2.01 hereof, cross-hatched on the second page of Schedule “A” hereto, being part of the 10th floor.

     (10) “Leased Premises” – For the period from the Commencement Date to and including June 30, 2006, “Leased Premises” means the 4the Floor Premises and for the period

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from July 1, 2006 to and including April 30, 2012, “Leased Premises” means both the 4th Floor Premises and the 10the Floor Premises.

     (11) “Rentable Area of the Leased Premises” – For the period from the Commencement Date to and including June 30, 2006, “Rentable Area of the Leased Premises” means the Rentable Area of the 4th Floor Premises (being approximately 5,931 square feet of area) and for the period from July 1, 2006 to and including April 30, 2012, “Rentable Area of the Leased Premises” means the aggregate Rentable Area of the 4th Floor Premises and the 10th Floor Premises (the latter being approximately 3,000 square feet of area), all as determined in accordance with Schedule “D” hereof, and subject to adjustment in accordance with Section 2.04 hereof.

     (12) “Basic Rent” –

During each of the first, second, third and fourth years of the Term and during the first two (2) months of the fifth year of the Term (being May 1, 2002 to June 30, 2006), $74,137.50 per annum, computed at the annual rate of $12.50 per square foot of Rentable Area of the Leased Premises, and payable monthly in advance in the amount of $6,178.13 per month commencing on the Commencement Date.

During the remainder of the Term (being July 1, 2006 to April 30, 2012), $88,965.00 per annum, computed at the annual rate of $15.00 per square foot of Rentable Area of the Leased Premises, and payable monthly in advance in the amount of $7,413.75 per month commencing on July 1, 2006.

all payable pursuant to Section 2.06 hereof.

     (13) “Commencement Date” – May 1, 2002.

     (14) “Term” – Ten (10) years, subject to the Tenant’s right of extension pursuant to paragraph 1 of Schedule “F” to this Lease.

     (15) “Agreement to Lease” means the written agreement to lease between the Landlord and the Tenant with respect to the 4th Floor Premises dated February 1, 2002.

     (16) “Deposit” means the sum of Twenty-Nine Thousand, Four Hundred and Seventeen Dollars and Seventy-Six Cents ($29,417.76) applied in accordance with Section 14.02.

Section 1.02 – Certain Standard Definitions

     (1) “Additional Rent” means all sums of money, other than Basic Rent, which are required to be paid by the Tenant pursuant to any provision of this Lease.

     (2) “Additional Service” means any service which is requested or required by or for a tenant (including the Tenant) in addition to those supplied by the Landlord as part of the normal services provided in the Complex, and which the Landlord is prepared or elects to supply at an additional cost to the tenant in question and includes, without limitation, janitor and cleaning services in addition to those normally supplied, the provision of labor and supervision in

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connection with deliveries, supervision in connection with the moving of any furniture or equipment of any tenant and the making of any repairs or alterations by any tenant.

     (3) “Additional Service Cost” means the additional cost payable by the Tenant to the Landlord for any Additional Service in accordance with Section 5.02 hereof.

     (4) “Architect” means the independent, professional qualified architect, professional engineer or surveyor named by the Landlord from time to time.

     (5) “Bank Rate” means the interest rate per annum as announced by the chartered bank of the Landlord at the principal office of such bank in Toronto and reported by it to the Bank of Canada as its prime rate, which rate is on the its base rates and serves as the basis upon which effective rates of interest are calculated for Canadian dollar loans made in Canada with interest payable as a function of its prime rate as change from time to time.

     (6) “Building” means the structures housing the integrated retail, commercial and office complex and its related improvements and facilities, all constructed and located on the Lands, including, without limitation, the Parking Garage, as the same may from time to time be altered, expanded or reconstructed, all of which are commonly known as the Edison Centre.

     (7) “Business Hours” means the period from 8:00 a.m. to 6:00 p.m. on Mondays to Fridays inclusive (excepting holidays) or such other hours as may be designated from time to time by the Landlord.

     (8) “Capital Tax in Respect of the Complex” means the aggregate of:

(a)

an amount of the tax or excise imposed by the Province of Ontario upon the Landlord or the owners of the Complex which is measured by or based in whole or in part upon the capital, surplus, reserves or indebtedness of such Landlord or owners, and which is at present based upon the application of the prescribed rate of 0.3% to the amount of such Landlord’s or owner’s “taxable paid-up capital” as defined in the Corporations Tax Act (Ontario); the amount of the tax or excise for the purposes hereof shall be calculated in any year as if the Complex was the only establishment in the Province of Ontario owned by such Landlord or owners in the year and such Landlord or owners had no establishment other than in the Province of Ontario; and

(b)

an amount of the tax or excise imposed by the Government of Canada upon the Landlord or the owners of the Complex which is measured by or based in whole or in part upon the capital, surplus, reserves or indebtedness of the Landlord or the owners, and which tax is at present based upon the application of the prescribed rate .2% to the amount by which the “taxable capital employed in Canada” by such Landlord or owners as defined in the Income Tax Act (Canada) exceeds its or their capital deduction for the year; the amount of the tax or excise for the purposes hereof shall be calculated in any year as if the Complex was the

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only asset owned by such Landlord or owners in the year and the capital deduction of such Landlord or owners for the year was nil.

     (9) “Common Facilities” means those areas and facilities of the Complex which serve or benefit the Complex including, without limitation, roadways, landscaped areas, arcades, sidewalks, public entrance doors, halls, public lobbies, lavatories, stairways, passageways, elevators, service ramps (and, to the extent such exist from time to time, common loading and receiving facilities) and Common Use Equipment, and which are designated from time to time by the Landlord for the common use and enjoyment of the tenants in the Complex, and their agents, invitees, servants, employees and licensees, or for use by the public, but excluding the Parking Garage, rentable premises in the Complex and other portions of the Complex which are from time to time designated by the Landlord for private use by one or a limited group of tenants.

     (10) “Common Use Equipment” means all mechanical, plumbing, electrical and heating, ventilating, and air-conditioning equipment, pipes, ducts, wiring, machinery and equipment and other integral services, utility connections and the like providing services to the Complex, including services to and within rentable premises, except to the extent that the same have been installed within rentable premises for or by tenants as Leasehold Improvements.

     (11) “Complex” means the Lands and the Building.

     (12) “HVAC Costs” means the cost of heating, ventilating and cooling all of the rentable premises in the Complex and includes, without limitation, cost of fuel, electricity, operation of air distribution and cooling equipment, labor, materials, non-capital repairs, maintenance, service and other such costs, and depreciation (provided that with respect to capital costs in excess of $100,000 such capital cost shall be amortized in accordance with generally accepted accounting practices in the real estate industry over the useful life, as determined by the Landlord, acting reasonably, of the particular items(s) for which the cost was incurred but any such capital costs of $100,000 or less may be so amortized or charged over any period the Landlord may determine, acting reasonably), together with interest on the undepreciated portion of such costs at an annual rate of interest that is two percentage (2%) points above the Bank Rate in effect on the date on which the relevant cost was incurred) of fixtures and equipment used therefor which, by their nature, require periodic replacement or substantial replacement, reasonably attributable to the heating, ventilating and cooling of the specified part, and the reasonable costs incurred by the Landlord in making allocations of the cost among the Common Facilities, the Leased Premises and other components of the Complex, and, when used with reference to only some (but not all) rentable premises in the Complex, means such costs of heating, ventilating and cooling such specified part, in each case plus an administration fee of fifteen percent (15%) of the total of such respective aforementioned costs.

     (13) “HVAC Hours” means each hour of each day of the year, including Saturdays, Sundays and holidays, or such other hours as may be designated from time to time by the Landlord.

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     (14) “Insurance Cost” means, for any Accounting Period, the total cost to the Landlord calculated in accordance with generally accepted accounting principles, for insuring the Complex.

     (15) “Insured Damage” means that part of any damage occurring to the Complex, including the Leased Premises, of which the entire cost of repair (except as to any deductible amount provided for in the applicable policy or policies of insurance) is actually recovered by the Landlord under a policy of insurance from time to time effected by the Landlord pursuant hereto or any amount which, in the case of insurance which the Landlord has agreed by this Lease to carry but has failed to carry, could reasonably have been expected to have been recovered.

     (16) “Janitorial Costs” means the cost of providing janitorial services to all of the rentable premises in the Complex and when used with reference to only some (but not all) rentable premises in the Complex, means the cost of proving janitorial services to such specified part, in each case plus an administration fee of fifteen percent (15%) of the total of such respective costs.

     (17) “Lands” means the lands described in Schedule “B” attached hereto as the same may be varied from time to time.

     (18) “Leasehold Improvements” means all items generally considered as leasehold improvements, including, without limitation, all fixtures, equipment of the nature of fixtures (but not of the nature of trade fixtures), improvements, installations, alterations and additions from time to time made, erected or installed by or on behalf of the Tenant, or any previous occupant of the Leased Premises in the Leased Premises, and by or on behalf of other tenants in other premises in the Building, including any stairways for the exclusive use of the Tenant, all partitions, however affixed and whether or not movable, and all wall-to-wall carpeting other than carpeting laid over finished floors and affixed so as to be readily removable without damage; but excluding trade fixtures, furniture, unattached or free-standing partitions and equipment not of the nature of fixtures.

     (19) “Mortgage” means any instrument, deed of trust, document or security interest (resulting from any method of financing or refinancing) or blanket mortgage (affecting the Complex as well as other property) now or hereafter secured upon the Lands and the Building or any part thereof, and includes all renewals, modifications, consolidations, replacements and extensions thereof.

     (20) “Mortgagee” means the mortgagee, hypothecary or other creditor or trustee for bondholders or others named in any Mortgage.

     (21) “Notice” means any notice, statement, consent, approval, demand or request herein required or permitted to be given by any party to another pursuant to this Lease and shall be in writing and, if to the Landlord, addressed to the Landlord at the Landlord’s Address, and if to the Tenant, addressed to the Tenant at the Tenant’s Address, and if to the Guarantor, if any, addressed to the Guarantor at the Guarantor’s Address. All Notices shall be hand-delivered and the effective date of such Notices shall be the date of delivery.

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     (22) “Operating Costs” means the total of all expenses, costs, fees, rentals, disbursements and outlays of every kind paid, payable or incurred by or on behalf of the Landlord, or attributable by the Landlord to the Complex on an accrual basis in accordance with generally accepted accounting principles, consistently applied, (or on a cash basis to the extent the Landlord considers appropriate), but without duplication, in connection with the complete maintenance, cleaning, heating, ventilating, cooling, repair, operation, supervision, replacement, administration and management of the Complex, and in the maintenance, repair, replacement and operation of property adjacent to the Complex such as any public sidewalks, public parks and the above or below-ground passageways or tunnels leading to any underground public transportation system and to other buildings (including buildings in other city blocks) or pedestrian malls, and a reasonable amount, as determined by the Landlord from time to time, for all expenses incurred by or on behalf of tenants in the Complex with whom the Landlord may from time to time have agreements whereby, in respect of their premises, those tenants perform any cleaning, maintenance or other work or services usually performed by the Landlord which, if directly incurred by the Landlord, would have been included in Operating Costs. Subject to, but without limiting the generality of the foregoing, Operating Costs shall include:

          (A)

(i)	the Insurance Cost;
(ii)	the cost of providing security, supervision, traffic control, landscaping, window cleaning, garbage collection and removal and snow removal services;
(iii)	the cost of operating, providing, inspecting, maintaining, servicing, repairing and replacing the heating, ventilating, cooling, electrical, water and music systems, in each case in respect of the Common Facilities but excluding the original capital cost of same, provided that capital costs in excess of $100,000 shall be amortized as required by Section 1.02(22)(A)(xvi);
(iv)	the cost of replacing building standard electric fixtures, ballasts, tubes, starters, lamps and light bulbs;
(v)	the cost of tempered water (or, at the Landlord’s option, hot and cold water), electric light and power, telephone, steam, gas, sewage disposal and other utilities and services;
(vi)	the cost of maintaining and replacing signs and directing boards;
(vii)	accounting costs incurred in connection with the maintenance, repair, replacement, operation, administration or management of the Complex, including computations required for the imposition of charges to tenants, the cost of preparing statements and opinions for tenants and banking fees and expenses and audit fees;

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(viii)	the cost of performing its obligations under Section 8.03, except as specifically excluded therein;
(ix)	the fair rental value (having regard to the rentals prevailing from time to time for similar space) of space in the Complex used by the Landlord, acting reasonably, in connection with the maintenance, repair, replacement, operation, administration or management of the Complex and space in the Complex utilized for fire cross-over corridors connecting staircases on any floor of the Building;
(x)	the cost of direct supervision and of management and all other indirect expenses to the extent allocable to the maintenance, repair, replacement, operation, administration or management of the Complex;
(xi)	all costs and expenses (including legal and other professional fees and interest and penalties on deferred payments) incurred by the Landlord in contesting, resisting or appealing any Taxes acting reasonably;
(xii)	a reasonably fee for the administration and management of the Complex applied to the aggregate of all rents received or receivable from occupants of the Complex, which fee shall be comparable to fees charged by management companies for managing and administering developments in the City of Toronto similar to the Complex;
(xiii)	the amount of all salaries, wages and fringe benefits paid to or for personnel, managers, and superintendents, wherever located, to the extent, as allocated by the Landlord acting reasonably, that they are employed or retained by or on behalf of the Landlord in connection with the maintenance, repair, replacement, operation, administration or management of the Complex, and amounts paid to independent contractors for any services in connection with the maintenance, repair, replacement, operation, administration or management of the Complex or any part of it, provided that capital costs in excess of $100,000 which are included in invoices from such independent contractors shall be amortized as required by Section 1.02(22)(A)(xvi);
(xiv)	fees and expenses of architects, engineers, quantity surveyors and other consultants retained by the Landlord on matters relating to the Complex;
(xv)	the costs of uniforms for personnel, and of supplies, tools, equipment and materials used in connection with the maintenance,

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	repair, replacement, operation, administration, management or caretaking of the Complex;
(xvi)	depreciation of the costs incurred to make alterations, replacements or additions to the Complex intended to reduce the cost of other items included in Operating Costs, improve the operation of the Complex or maintain its operation as a first-class multi-use commercial complex, provided that with respect to capital costs in excess of $100,000 such capital cost shall be amortized in accordance with generally accepted accounting practices in the real estate industry over the useful life, as determined by the Landlord, acting reasonably, of the particular item(s) for which the cost was incurred but any such capital costs of $100,000 or less may be so amortized or charged over any period the Landlord may determine, acting reasonably; costs being depreciated will include, without limitation, costs incurred in respect of alterations, replacements or additions to the roof, elevators and other machinery, equipment, facilities, decorating, flooring, systems, and property installed in or used in connection with the Complex (except to the extent that the costs are charged fully to income account in the Accounting Period in which they are incurred) and interest on the undepreciated portion of the original cost of such items being depreciated, payable monthly, from the date on which the relevant cost was incurred at an annual rate of interest that is two percentage (2%) points above the Bank Rate in effect on the date on which the relevant cost was incurred; the depreciation costs and interest charged under this clause shall be calculated by the Landlord, acting reasonably, in accordance with sound and generally accepted accounting principles, but no depreciation or interest will be charged in respect of any such items installed in conjunction with the original construction of the Complex;
(xvii)	goods and services taxes, business transfer taxes, value-added taxes, multi-stage sales taxes, sales, use or consumption taxes and any like taxes on property and services by or on behalf of the Landlord, except to the extent recoverable by the Landlord;
(xviii)	Capital Tax in respect of the Complex, the Ontario commercial concentration tax and any business or similar taxes or license fees in respect of the business of the Landlord which pertains to the management, operation and maintenance of the Complex;
(xix)	the reasonably day-to-day cost of enforcing and collecting payment of charges to tenants and other occupants including, but not limited to, such actions as initial and reasonable follow-up telephone calls and correspondence to advise of and collect late rents arising from oversight, casual error, late mail service and the like, but in no

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	event including the costs of enforcement procedures against specific defaulting tenants such as legal, bailiff, lock-smithing and other similar fees and charges; and
(xx)	all other direct and indirect costs and expenses of every kind, to the extent incurred in or allocable to the maintenance, repair, replacement, operation, supervision, administration or management of all or any part of the Complex, or any of its appurtenances;

          (B) except to the extent otherwise provided in Part (A) of this definition, Operating Costs shall exclude or shall have deducted therefrom:

(i)	Taxes, HVAC Costs, Janitorial Costs and Utilities Charges;
(ii)	debt service in respect of financing secured by or related to the Complex and interest on debt save for interest payable if, as and when costs and expenses in respect of Operating Costs and/or Taxes temporarily exceed recoveries from time to time in respect thereof;
(iii)	depreciation other than that referred to in Section 1.02(A)(xvi);
(iv)	an amount equal to the net proceeds of insurance actually recovered by the Landlord for damage to the Complex to the extent that the cost to repair such damage is included in Operating Costs;
(v)	an amount equal to recoveries by the Landlord in respect of warranties or guarantees relating to the construction of the Complex or any part of it, to the extent that the repair costs in respect of the work covered by warranty or guarantee is included in Operating Costs;
(vi)	all amounts chargeable directly to specific tenants of the Complex by reason of their excess consumption of water, hydro or other utilities to the extent that those amounts are included in Operating Costs;
(vii)	all Additional Service Costs chargeable to specific tenants of the Complex for Additional Service to the extent that those amounts are included in Operating Costs, including any administrative or overhead charges;
(viii)	an amount equal to the contribution to Operating Costs made by owners or occupants of adjacent buildings who are, by agreement, entitled to use the ramps, truck docks and other facilities located in the Complex including, without limitation, the contribution made by the condominium complex adjacent to the Complex, but not

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	including any rent paid by such condominium complex (or occupants thereof) for parking spaces in the Parking Garage;
(ix)	all amounts which are attributable by the Landlord to the operation of the Parking Garage;
(x)	the Landlord’s cost of acquiring and/or the cost of constructing the Complex, whether paid as debt service or ground rents;
(xi)	tenant inducements, including leasehold improvements allowances, leasing commissions and leasing costs;
(xii)	interest and penalties incurred by reason of the Landlord’s late payment of any amount required to be paid by it under this Lease, unless such late payment was made by the Landlord in good faith in the best interests of the tenants of the Building;
(xiii)	fines and penalties resulting from the violation by the Landlord of any laws and costs incurred in respect of work on the Complex made necessary by the Landlord’s non-compliance with or violation of such laws;
(xiv)	fees or contributions paid by the Landlord to any merchants’ association, promotion fund, advertising fund or the like;
(xv)	any costs relating to or incurred in respect of any food court;
(xvi)	costs of alterations, maintenance and repairs to premises of other tenants of the Building (including, without limitation, any permit, license and/or inspection fees) and/or the cost of relocating tenants;
(xvii)	legal expenses attributable, whether directly or indirectly, to entering into leases or other agreements with, enforcing leases or other agreements against, or otherwise related to disputes with any actual or prospective tenants or other occupant of the Building;
(xviii)	the cost of repairs or other work necessitated by the negligence or willful misconduct of the Landlord, its agents, contractors or employees;
(xix)	corporate, income or profits taxes upon the income of the Landlord or any other taxes which are of a personal nature to the Landlord or the owners of the Complex including, without limitation, the Ontario commercial concentration tax, but excluding Capital Tax in Respect of the Complex;
(xx)	costs incurred due to a breach by the Landlord of any terms of this Lease or any other lease of premises in the Complex and amounts

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	incurred by the Landlord because of its negligence of those for whom it is in law responsible;
(xxi)	expenses associated with excess lands owned by the Landlord;
(xxii)	any amount in excess of $100,000 which is expended by the Landlord to improve or upgrade the Complex and which it is not required to expend to fulfill its obligations under this Lease.

There shall also be credited against Operating Costs amounts received by the Landlord for the use and operation of the Common Facilities.

          (C) in computing Operating Costs, if less than one hundred percent (100%) of the Total Complex Rentable Area is occupied during any period for which a computation must be made, the amount of Operating Costs referable to those components thereof which by their nature increase with increased building occupancy, will be increased (as estimated by the Landlord) to reflect the additional costs that would have been incurred had one hundred percent (100%) of the Total Complex Rentable Area been occupied during that period;

          (D) any costs that are not directly incurred by the Landlord but are chargeable as Operating Costs may be estimated by the Landlord on a reasonable basis to the extent that the Landlord cannot ascertain the exact amount; and

          (E) the taxes enumerated in Section 1.02(22)(A)(xvii) above are included upon the understanding that the in force at the date hereof, and to corresponding credits, if any, in the case of subsequent taxes from time to time in force, the intent being that so long as such credits are available to the Landlord the taxes referred to in Section 1.02(22)(A)(xvii) will not be included.

     (23) “Parking Garage” means those portions of the Complex and lands adjacent thereto which are designated from time to time by the Landlord for parking purposes including, without limitation, the vehicular ramps and other entrances and exits thereto, and all services, facilities and systems contained exclusively within and serving such parking facilities, as the same may from time to time be altered, expanded or reconstructed.

     (24) “Proportionate Share” means, in the case of (a) estimated or actual Operating Costs or Taxes for any period, the fraction which has as its numerator the Rentable Area of the Leased Premises and as it denominator the Total Complex Rentable Area as determined pursuant to Schedule “D” and (b) estimated or actual HVAC Costs and Janitorial Costs for any period, the fraction which has as its numerator the Rentable Area of the Leased Premises and as its denominator the Rentable Area of any and all premises occupied by tenants carrying on business and for which a portion of such HVAC Costs and Janitorial Costs, as the case may be, are being expended.

     (25) “Rent” means Basic Rent and Additional Rent.

     (26) “Rentable Area” of any portion of the Complex means the floor area expressed in square feet, determined in accordance with the method of measurement set out in Schedule “D”

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annexed hereto and adjusted from time to time to reflect any addition, reduction, rearrangement or relocation of space.

     (27) “Rules and Regulations” means those rules and regulations stipulated in Schedule “C” annexed hereto, any reasonable amendments thereto and, provided they do not conflict with the terms of this Lease, any further reasonable rules and regulations of which the Tenant receives Notice from the Landlord which the Landlord, in its judgment, may from time to time stipulate for the proper operation of the Complex, and all such amendments and further rules and regulations shall be read as forming a part of this Lease as if the same were embodied herein.

     (28) “Taxes” means all taxes, rates, duties, levies, fees, charges, sewer levies, local improvement rates, and assessments whatsoever imposed, assessed, levied or charged, now or in the future, by any school, municipal, regional, provincial, federal, parliamentary or other governmental body, corporate authority, agency or commission (including, without limitation, school boards and utility commissions), against the Complex or any part thereof and/or the Landlord and/or the owners of the Complex in connection therewith, calculated on the basis of the Complex being assessed as a fully leased and operational building, but excluding (unless specifically referred to above):

(a)	corporate, income or profit taxes upon the income of the Landlord or the owners of the Complex and any other tax of a personal nature to them to the extent such taxes are not levied in substitution or in lieu of any of the realty taxes, rates, etc. referred to in the immediately preceding paragraph;
(b)	business or similar taxes or license fees in respect of the business of the Landlord which pertains to the management, operation and maintenance of the Complex (and which are included in Operating Costs);
(c)	business or similar taxes or license fees in respect of any business carried on by tenants and occupants (including the Tenant) of the Complex;
(d)	Capital Tax in respect of the Complex and the Ontario commercial concentration tax (and which are included in Operating Costs); and
(e)	an amount equal to the contribution (if any) to Taxes made by the condominium complex adjacent to the Complex.

     (29) “Tenant’s Taxes” means the aggregate of:

(a)	all taxes imposed which are separately identified by the lawful taxing authority as being attributable to the personal property, furnishings, fixtures and Leasehold Improvements installed in the Leased Premises; and
(b)	all taxes imposed upon the Tenant which are attributable to the business, income or occupancy of the Tenant or any other occupant of the Leased Premises, and to the use of any of the Common Facilities by the Tenant or other occupant of the Leased Premises.

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     (30) “Total Complex Rentable Area” means the aggregate of all Rentable Area (including the Leased Premises) of the Building determined in accordance with Schedule “D” and adjusted from time to time to reflect any addition, reduction, rearrangement or relocation of space.

     (31) “Transfer” means an assignment of this Lease in whole or in part, a sublease of all or any part of the Leased Premises, any transaction whereby the rights of the Tenant under this Lease to the Leased Premises is conferred upon anyone, any mortgage, charge or encumbrance of this Lease or the Leased Premises or any part thereof, or other arrangement under which either this Lease or the Leased Premises becomes security for any indebtedness or other obligations, and includes any transaction or occurrence whatsoever which has changed or might change the identity of the person or persons having lawful use or occupancy of any part of the Leased Premises.

     (32) “Unavoidable Delay” means any delay by a party in the performance of its obligation under this Lease caused in whole or in part by any acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, sabotage, war, blockades, insurrections, riots, epidemics, washouts, nuclear and radiation activity or fallout, arrests, civil disturbances, explosions, breakage of or accident to machinery, any legislative, administrative judicial action which has been resisted in good faith by all reasonable legal means, any act, omission or event, whether of the kind herein enumerated or otherwise, not within the control of such party, and which, by the exercise of control of such party, could not have been prevented, but lack of funds on the part of such party shall not constitute an Unavoidable Delay.

     (33) “Useable Area” of any rentable premises means the floor area expressed in square feet, determined in accordance with Schedule “D” annexed hereto, and adjusted from time to time to reflect any addition, reduction, rearrangement or relocation of space.

     (34) “Utilities” means water, fuel, power, telephone and other utilities furnished by the Landlord to the Complex.

     (35) “Utilities Charge” means the aggregate of:

(a)	to total cost of the Utilities used or consumed in or with respect to the Leased Premises in connection with electricity for lighting, heating, ventilating and cooling and normal office equipment;
(b)	the cost of any other charges levied or assessed in respect of or in addition to the cost of such Utilities, as reasonably determined by the Landlord;
(c)	any costs incurred by the Landlord in determining the Utilities Charge, including, without limitation, professional, engineering and consulting fees; and
(d)	an administration fee of fifteen percent (15%) of the total of the aforementioned costs.

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ARTICLE II

LEASED PREMISES – TERM – RENT

Section 2.01 – Leased Premises and Term

In consideration of the rents, covenants and agreements herein contained on the part of the Tenant to be paid, observed and performed, the Landlord leases to the Tenant, and the Tenant leases from the Landlord, the 4th Floor Premises for the Term and the 10th Floor Premises fro that portion of the Term which commences on July 1, 2006 and ends on April 30, 2012.

Section 2.02 – Uses of Additional Areas

The use and occupation by the Tenant of the Leased Premises includes for the purposes of carrying on its business, the non-exclusive right of the Tenant, the Tenant’s employees, agents, invitees, suppliers (subject to the Rules and Regulations) and persons having business with the Tenant in common with the Landlord, its other tenants, sub-tenants and all others entitled or permitted, to the use of the Common Facilities and, to the extent provided in paragraph 2 of Schedule “F” to this Lease, the Parking Garage.

Section 2.03 – Construction of the Leased Premises

Intentionally deleted.

Section 2.04 – Adjustment of Areas

In the event of any expansion or reduction of the Leased Premises after the Commencement Date, the Landlord may from time to time re-measure the Useable Area of the Leased Premises or re-calculate the Rentable Area of the Leased Premises and may re-adjust the Basic Rent and/or the 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 Useable Area of all rentable premises on the floor on which the Leased 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 first date as of which such error was introduced in the calculation of Basic Rent or Additional Rent.

Section 2.05 – Covenant to Pay

The Tenant shall pay Basic Rent and Additional Rent as herein provided in lawful money of Canada, without any prior demand therefore and without any deduction, abatement, set-off or compensation whatsoever save as provided in Section 9.01 and, except with respect to set-off, elsewhere in this Lease. The Tenant agrees to pay to the Landlord in addition to Basic Rent and Additional Rent, any goods and services tax, business transfer tax, value-added tax, multi-stage

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sales tax, sales, use or consumption tax, or any like tax imposed by any governmental authority in respect of this Lease, or in respect of any property or services provided hereunder, including, without limitation, such taxes calculated on or in respect of any Rent (whether Basic Rent or Additional Rent) payable under this Lease; any such tax shall be deemed not to be Rent, but the Landlord shall have the same remedies for and rights of recovery of such amount as it has for recovery of Rent under this Lease. The obligation to pay Additional Rent (and adjustments thereto) shall survive the expiration or sooner termination of this Lease. All amounts payable under this Lease, unless otherwise provided, become due with the next installment of Basic Rent. The Landlord may, at its option, upon Notice to the Tenant direct that the Tenant pay any or all Rent to any other party specified by the Landlord.

Section 2.06 – Basic Rent

The Tenant shall pay from and after the Commencement Date to the Landlord the Basic Rent, such Basic Rent to be computed in accordance with Section 1.01(10) hereof, and payable in equal monthly installments in advance on the first day of each and every month. As soon as reasonably possible after completion of construction of the Leased Premises, the Landlord shall measure the Useable Area of the Leased Premises and shall calculate the Rentable Area of the Leased Premises and only at such time shall any necessary adjustments in the Basic Rent and Additional Rent be made.

If the Commencement Date is not the first day of a calendar month, then the Basic Rent for the first and last months of the Term shall be appropriately adjusted, on a per diem basis, based upon a period of three hundred and sixty-five (365) days, and the Tenant shall pay upon the Commencement Date, the portion of the Basic Rent so adjusted from the Commencement Date to the end of the month in which the Commencement Date occurs.

Section 2.07 – Late Payment Charge

Intentially deleted.

Section 2.08 – Net Lease

The Basic Rent payable under this Lease is intended to be an absolutely net return 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 Leased Premises, or the use or occupancy thereof, or the contents thereof or the business carried on therein, except as expressly herein set out. The Tenant shall pay all charges, impositions and outlays of every nature and kind relating to the Leased Premises except as expressly herein set out.

Section 2.09 – Acknowledgment of Commencement Date

The Tenant covenants to execute and return to the Landlord, within fifteen (15) days of written demand from the Landlord, an acknowledgment of the Commencement Date in the form set forth in Schedule “E” annexed hereto, subject to such variations as the facts require.

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ARTICLE III

TAXES, OPERATING COSTS, HVAC COSTS AND JANITORIAL COSTS

Section 3.01 – Taxes Payable by Landlord

The Landlord shall pay directly to the appropriate and lawful taxing authorities all Taxes, subject to Sections 3.02 and 3.04 hereof. 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.

Section 3.02 – Tenant’s Share of Taxes

The Tenant shall pay the Landlord as Additional Rent a share of all Taxes which share be determined as follows:

(a)	if the Leased Premises are separately assessed by the appropriate and lawful taxing authority in question (or, in lieu thereof, calculations are made by such authority from which a separate assessment therefor may, in the Landlord’s reasonable opinion, be readily determined) for the payment of Taxes on a basis which includes a valuation of an aliquot part of the Common Facilities reasonably attributable thereto, and the aggregate of such assessment together with all other corresponding assessments for the remainder of the rentable premises in the Building, equals the total assessment by such taxing authority of the Building and the Common Facilities reasonably attributable thereto, the Tenant shall pay to the Landlord its share of Taxes based upon such separate assessment by multiplying an amount equal to such Taxes by a fraction, the numerator of which is equal to such assessment of the Leased Premises and the denominator of which is the aggregate of all such assessments of rentable premises in the Building, including the Leased Premises;
(b)	if the Leased Premises and the remainder of the rentable premises in the Building, are not respectively separately assessed, or calculations made by which the same may be readily determined, in each case as contemplated in subsection 3.02(a) above, the Tenant shall pay to the Landlord its Proportionate Share of the Taxes assessed against the Building, including a portion of the Taxes attributable to the Common Facilities and allocated to the Building by the Landlord, the amounts of such assessment and allocation, if not determined by allocation or apportionment and identified as such to the Landlord by the appropriate and lawful taxing authority in question, shall be determined by allocation or apportionment by the Landlord from time to time on an equitable basis having regard, amongst other things, to general principles of assessment; and
(c)	if the Tenant elects to be assessed as a separate school supporter, the Tenant will pay to the Landlord, in addition to any other amounts owing

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pursuant to this Section the excess, if any, of the separate school taxes over public school taxes resulting from such election.

Section 3.03 – Tenant’s Proportionate Share of Operating Costs

The Tenant shall pay to the Landlord as Additional Rent in accordance with Section 3.07 the Proportionate Share of Operating Costs.

Section 3.04 – Tenant’s Taxes

The Tenant shall pay to the appropriate and lawful taxing authorities and shall discharge when the same become due and payable, all Tenant’s Taxes. In the event that the Tenant fails to do so, the same shall be deemed a failure to pay a sum due hereunder as contemplated in subsection 13.01(a) hereof and the Landlord shall have all of the rights or remedies provided in Article XIII in respect thereof.

Section 3.05 – Tenant’s Responsibility

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 Tenant’s Taxes and receipts for payment of Taxes and Tenant’s Taxes. The Landlord hereby acknowledges that the Landlord is not concerned with those of the Tenant’s Taxes relating to the Tenant’s personal property, furnishings, business, income or occupancy to the extent that the non-payment thereof cannot result in a charge against the Complex or the Leased Premises in favor of the authority levying the same (the “Tenant’s Personal Taxes”) and hereby agrees that the Tenant’s obligations herein to deliver copies of assessment notices, tax bills and other documents relating to Tenant’s Taxes shall not extend to those relating only to Tenant’s Personal Taxes. The Tenant shall not contest any Taxes or Tenant’s Taxes or appeal any assessments relating thereto without the Landlord’s prior written approval. If the Tenant wishes to so appeal and the Tenant can demonstrate to the Landlord, acting reasonably, that the Tenant has a prima facie case in respect thereof, the Landlord will approve the same and co-operate and join in the Tenant’s contestation or appeal to the extent reasonably as required and requested by the Tenant, and any reasonable cost of the Landlord in respect thereof shall be payable forthwith by the Tenant upon the demand by the Landlord as an Additional Service Cost. If the Tenant obtains such approval, the Tenant shall deliver to the Landlord such security for the payment of such Taxes or Tenant’s Taxes as the Landlord deems advisable and the Tenant shall diligently prosecute any such appeal or contestation to a speedy resolution and shall keep the Landlord informed of its progress in that regard from time to time.

Section 3.06 – Proportionate Share of HVAC Costs and Janitorial Costs

The Tenant shall pay to the Landlord as Additional Rent, in accordance with Section 3.07, the Proportionate Share of HVAC Costs and Janitorial Costs.

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Section 3.07 – Payment of Estimated Taxes, Operating Costs, HVAC Costs and Janitorial Costs

(a)

The amounts payable by the Tenant pursuant to Section 3.02, 3.03 and 3.06 hereof may be estimated by the Landlord for such period as the Landlord determines from time to time, provided such period shall not exceed twelve (12) months, and the Tenant agrees to pay to the Landlord the amounts so estimated in monthly installments in advance during such period as Additional Rent. Notwithstanding the foregoing, as soon as bills for all or any portion of the said amounts so estimated are received, the Landlord may bill the Tenant for the Proportionate Share thereof and the Tenant shall pay the Landlord such amounts so billed (less all amounts previously paid on account by the Tenant on the basis of the Landlord’s estimate as aforesaid) as Additional Rent on demand.

(b)

Within a reasonable period of time after the end of the period for which such estimated payments have been made, and in any event within one hundred and twenty (120) days of the end of such period, the Landlord shall deliver to the Tenant a statement from the Landlord, confirmed by the Landlord’s independent auditors, of Taxes, Operating Costs, HVAC Costs and Janitorial Costs, together with a calculation of the Tenant’s share of the costs and expenses payable pursuant to Sections 3.02, 3.03 and 3.06 and, if necessary, an adjustment shall be made between the parties in the following manner. Such statement shall be accompanied by sufficient particulars of the amounts sought to be recovered from the Tenant in respect of the foregoing matters as will permit the Tenant to satisfy itself, acting reasonably, as to the propriety of the inclusion thereof in Taxes, Operating Costs, HVAC Costs and Janitorial Costs, as the case may be, in accordance with the provisions hereof. If the Tenant has paid in excess of the amounts due, the excess shall be refunded by the Landlord within a reasonable period of time not to exceed fifteen (15) days after the delivery of the said statement. If the amount the Tenant has paid is less than the amounts due, the Tenant agrees to pay such additional amounts due forthwith upon demand. If any fiscal year during the Term is greater or less than any such period determined by the Landlord as aforesaid, the Tenant’s share of the costs and expenses payable, pursuant to Sections 3.02, 3.03 and 3.06 shall be subjected to a per diem, pro rata adjustment based upon a period of three hundred and sixty-five (365) days. The obligations set out herein shall survive the expiration of the Term or earlier termination of this Lease. Failure of the Landlord to render any statement of Taxes, Operating Costs, HVAC Costs or Janitorial 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. The Landlord shall, from time to time as relevant, and upon the request in writing by the Tenant, provide the Tenant with advice as to the amount of the fee being charged at the relevant time

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	for administration and management contemplated by Section 1.02(22)(A)(xii) of this Lease and an explanation of the basis of calculating such fee.
(c)	The Tenant shall have the right, upon reasonable notice to the Landlord, and at reasonable times during Business Hours during the six (6) month period next following the receipt by the Tenant of the relevant statement(s) referred to in Section 3.07(b) to cause the Tenant’s independent auditor to effect a review of the Landlord’s books and records relating to Taxes, Operating Costs, HVAC Costs and Janitorial Costs, and the fee being charged pursuant to Section 1.02(A)(22)(xii) of this Lease, for the purpose of verifying such statement(s). If such review determines a discrepancy in the Tenant’s favor, the Tenant may give written notice thereof to the Landlord. If the Landlord does not agree with the determination of such review, the parties shall exercise their reasonable good faith efforts to settle such disagreement within ninety (90) days following delivery of the Tenant’s aforesaid notice. Failing agreement within such ninety (90) day period, the matter shall be determined by arbitration pursuant to the provisions of the Arbitration Act, 1991. The Landlord shall pay to the Tenant any amount owing to it. Unless such review determines a discrepancy of at least five percent (5%) in the aggregate in the Tenant’s favor, any out-of-pocket costs of the Landlord in connection with such review will be for the account of the Tenant and shall be payable by the Tenant to the Landlord forthwith upon Notice thereof to the Tenant, as Additional Rent.
	The Landlord estimates that the Utilities Charge and the Proportionate Share of Taxes, Operating Costs, HVAC Costs and Janitorial Costs for the 2002 calendar year will be $17.26 per square foot of Rentable Area of the Leased Premises.

ARTICLE IV

COMPLEX – CONTROL AND SERVICES

Section 4.01 – Control of the Complex by the Landlord

The Landlord shall operate and maintain the Complex in a first class and reputable manner as would a prudent landlord of a similar multi-use commercial development, having regard to size, age and location. The Landlord hereby represents and warrants that at the Commencement Date, the Common Use Equipment serving the Leased Premises are in good repair and working order, capable of adequately performing the respective services for which they were intended and installed.

The Complex is at all times subject to the exclusive control, management and operation of the Landlord. Without limiting the generality of the preceding sentence, the Landlord has the right, in its control, management and operation of the Complex and by the establishment of Rules and

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Regulations and general policies with respect to the operation of the Complex or any part thereof at all times during the period when the Tenant is given possession of the Leased Premises and throughout the Term to:

(a)	construct improvements in or to the Complex and make alterations and additions thereto, subtractions therefrom, rearrangements thereof (including all entrances and exits thereto), build additional storeys on the Complex and construct additional facilities adjoining or proximate to the Complex;
(b)	relocate or re-arrange the various facilities and improvements comprising the Complex or erected on the Lands from those existing at the Commencement Date; and
(c)	do and perform such other acts in and to the Complex as in the use of good business judgment the Landlord determines to be advisable for the more efficient and proper operations of the Complex. Notwithstanding anything contained in this Lease, and except when necessary in connection with the completion of the Landlord’s rights and obligations provided in this Lease, the Landlord agrees that in exercising its rights hereinbefore set out and in performing its obligations under Section 8.03 it will do so in a manner so as not to unreasonably or materially interfere with the Tenant’s business operations, use and enjoyment of the Leased Premises, nor access to and from the Leased Premises. The Landlord shall exercise any rights contained in this Section and perform any obligations under Section 8.03, in a reasonable and prudent manner so as to minimize any disruption to the Tenant during Business Hours. In the event that in the exercise of its rights or performance of its duties aforesaid, it must proceed with activities of a nature materially interfering with or disruptive of the Tenant’s business operations, use and enjoyment of the Leased Premises or access to or from them, it will use its reasonable efforts to do so after Business Hours. In no event shall any such interference or disruption be of a permanent nature.

Section 4.02 – Landlord’s Service

(a) The Landlord shall provide climate control to the Leased Premises during HVAC Hours to maintain a temperature adequate for occupancy, except during the making of repairs, alterations or improvements, and provided the Landlord shall have no responsibility or liability for failure to supply climate control service when stopped as aforesaid or when prevented from so doing by strikes or other Unavoidable Delay. Any rebalancing of the climate system in the Leased Premises necessitated by the installation of partitions, equipment or fixtures by the Tenant or by any use of the Leased Premises not in accordance with the design standard of such system will be performed by the Landlord at the Tenant’s expense as an Additional Service to the Tenant. The Tenant acknowledges that the adjustment and

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	balancing of the climate control systems may not be finalized until the Building is substantially occupied by tenants.
(b)	Subject to the Rules and Regulations, the Landlord shall furnish, except when repairs, maintenance or replacements are being made, elevator and escalator service during Business Hours in common with others, provided that the Tenant and its employees and all other persons using the same shall do so at their own risk. The Landlord agrees that it will operate at least one elevator or escalator serving the Leased Premises at all times in addition to Business Hours (except during Unavoidable Delay), such operation to be carried out however in a manner consistent with the Landlord’s security arrangements from time to time in place.
(c)	The Landlord will provide janitorial services to the Leased Premises consistent with the standards of a first-class office building. The Landlord shall not be responsible for any indirect or consequential damages sustained by the Tenant or others as a result of any act or omission or commission on the part of the persons employed to perform such work. Such work shall be done at the Landlord’s direction without interference by the Tenant and its servants or employees.
(d)	The Landlord shall make available electricity for normal lighting and miscellaneous power requirements and, in normal quantities, water and other public utilities generally made available to other tenants of the Building by the Landlord on a 24 hour per day, 7 days per week basis, except when prevented from doing so by Unavoidable Delay or any other event beyond the reasonable control of the Landlord.

Section 4.03 – Substitution

At any time, the Landlord may substitute for either or both the 4th Floor Premises and the 10th Floor Premises (the premises with respect to which substitution is being made being hereinafter called the “Old Premises”) other premises in the Building (the “New Premises”), in which event (i) if all of the 4th Floor Premises and the 10th Floor Premises have been so substituted, the New Premises shall be deemed to be the Leased Premises and (ii) if only part of the 4th Floor Premises and the 10th Floor Premises have been so substituted, the New Premises shall be deemed to be part of the Leased Premises, and in either case for all purposes hereunder, provided that the New Premises shall be similar in area and utility to the Old Premises for the Tenant’s purposes. If the Tenant is occupying the Old Premises at the time of such substitution, the Landlord shall pay the reasonable expense of moving the Tenant, its property, trade fixtures and equipment to the New Premises and other direct and proper costs and shall, at its sole cost, improve the New Premises with Leasehold Improvements equal to or better than those located in the Old Premises. If the Tenant is not occupying the Old Premises at the time of such substitution but subsequently occupies the New Premises, the Landlord shall pay such expense and costs when the Tenant so occupies the New Premises. If the Rentable Area of the Leased Premises increases as a result of such substitution, the Rentable Area of the Leased Premises shall nevertheless be deemed not to have increased for the purposes of the Tenant’s monetary

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obligations under this Lease. If all of the 4th Floor Premises and the 10th Floor Premises is substituted and there is sufficient available rentable space in the Building so that the New Premises can be contiguous (either on the same floor or on floors which are immediately above or below each other), the New Premises shall be contiguous. If less than all of the 4th Floor Premises and the 10th Floor Premises is substituted and there is sufficient available rental space in the Building so that the New Premises can be contiguous with that portion of the Leased Premises which is not substituted (either on the same floor or on floors which are immediately above or below each other), the New Premises shall be contiguous with that portion of the Leased Premises which is not substituted.

ARTICLE V

UTILITIES AND ADDITIONAL SERVICES

Section 5.01 – Charge for Utilities

The Tenant shall be solely responsible for and shall promptly pay to the Landlord, or as the Landlord otherwise directs, in the manner hereinafter provided as Additional Rent, the Utilities Charge applicable to the Leased Premises. The Utilities Charge applicable to the Leased Premises shall be reasonably and equitably allocated by the Landlord on the basis of the Rentable Area of the Leased Premises. The Utilities Charge shall be payable in equal monthly installments in advance on the basis of the rate determined by the Landlord’s engineer from time to time. The Landlord shall be entitled, acting equitably, to allocate to the Leased Premises an Additional Service Cost for any Additional Service in respect of usage of Utilities in the Leased Premises in excess of those covered by the basic rate. In order to more accurately determine an increased use of electricity by the Tenant, the Landlord is entitled at its option and at the Tenant’s expense to install check meters in the Leased Premises.

Section 5.02 – Additional Services of the Landlord

Subject to Article 4 hereof, and excluding services supplied by the Landlord and charged to the Tenant as Operating Costs, HVAC Costs, Janitorial Costs and the Utilities Charge, one hundred and fifteen percent (115%) of the cost to the Landlord of all Additional Services provided by the Landlord or its agent to the Tenant shall be payable forthwith by the Tenant, upon demand by the Landlord, as an Additional Service Cost. Such services shall include any services performed at the Tenant’s request including, without limitation, maintenance, repair, special janitorial or cleaning services, construction of additional Leasehold Improvements, replacement of non-standard bulbs, tubes and ballasts and any electrical or elevator service provided during hours other than Business Hours. Such services shall also include any services provided at the Landlord’s reasonable discretion including, without limitation, supervising and approving any work performed pursuant to Article 8, operating elevators for the sole benefit of the Tenant and supervising the movement of furniture, equipment, freight and supplies for the Tenant. Additional Services provided by the Landlord or its agent on behalf of the Tenant in respect of any of the Tenant’s obligations set out in the Lease which the Tenant fails to perform shall be one hundred and twenty-five percent (125%) of the cost to the Landlord without duplication of charge to the Tenant under any other section of this Lease.

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Section 5.03 – Third Party Services

Excluding services supplied by the Landlord and charged to the Tenant as Operating Costs or as an Additional Service Cost, the Tenant shall be solely responsible for, and promptly pay to the appropriate third party, all charges for services used or consumed in or provided to the Leased Premises, including, without limitation, rug shampooing, telephone service and other services not available through the Landlord. In no event will the Landlord be liable to the Tenant in damages or otherwise for any failure to supply any third-party services to the Leased Premises.

ARTICLE VI

USE OF LEASED PREMISES

Section 6.01 – Use of the Leased Premises

The Leased Premises shall be used for general office purposes and purposes ancillary thereto, provided such purposes comply with the terms, covenants and conditions of this Lease and all applicable laws, by-laws, regulations or other governmental ordinances from time to time in existence. The Leased Premises may not be used for any other purposes.

Section 6.02 – Observance of Law

The Tenant shall at its sole cost and expense and, where applicable, in compliance with Sections 8.01 and 8.02 hereof promptly observe and comply with all laws or requirements of all governmental authorities, including federal, provincial and municipal legislative enactments, by-laws and other regulations and all other authorities having jurisdiction, including fire insurance underwriters, now or hereafter in force (collectively “Laws”) which pertain to or affect the Leased Premises, the Tenant’s use of the Leased Premises or the conduct of any business in the Leased Premises, or the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Leased Premises. The Tenant shall carry out all modifications, alterations or changes of or to the Leased Premises and the Tenant’s conduct of business in or use of the Leased Premises which are required by any such authorities.

The obligations of the Tenant referred to in the paragraph immediately preceding shall not apply with respect to any laws relating to or affecting the structure of the Complex or to any other matter to the extent that the same did not comply with the requirements of all laws in force as of the Commencement Date and has not since been made to comply therewith by the Landlord. The Landlord shall comply with all Laws relating to or affecting the structure of the Complex or any other matter or area of work originally included in the construction of the Complex which was not in compliance with the laws in force as of the Commencement Date.

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ARTICLE VII

INSURANCE AND INDEMNITY

Section 7.01 – Tenant’s Insurance

(a) The Tenant shall throughout the period that the Tenant is given possession of the Leased Premises and during the entire Term, at its sole cost and expense, take out and keep in full force and effect, the following insurance:

(i)	all-risk property insurance in an amount equal to the full replacement cost thereof upon property of every description and kind owned by the Tenant or for which the Tenant is liable, or installed by or on behalf of the Tenant and which is located within the Complex including, without limitation, Leasehold Improvements, tenant’s fixtures, the Tenant’s stock-in-trade, furniture and personal property provided that if there is a dispute as to the amount which comprises full replacement cost, the decision of the Landlord, acting reasonably, shall be conclusive;
(ii)	business interruption insurance in such amount as well reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 7.01(a)(i) and other perils commonly insured against by prudent tenants or attributable to prevention of access to the Leased Premises or the Building as a result of such perils;
(iii)	comprehensive general and legal liability insurance, including personal injury liability, contractual liability and owners’ and contractors’ protective insurance coverage with respect to the Leased Premises and the Tenant’s use of the Complex, coverage to include the activities and operations conducted by the Tenant and any other person for whom the Tenant is in law responsible. Such policies shall be written on a compressive basis with inclusive limits of not less than Five Million Dollars ($5,000,000) for bodily injury to any one or more persons or property damage, and such higher limits as the Landlord, acting reasonably, or the Mortgagee requires from time to time and is customary in the real estate industry at the time, and shall contain a severability of interests clause and a cross-liability clause; and
(iv)	any other form of insurance which the Landlord, acting reasonably, requires from time to time in form, in amounts and for risks against which a prudent tenant would insure.

(b) All policies shall:

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(i)	be taken out with insurers acceptable to the Landlord, acting reasonably;
(ii)	be in a form satisfactory from time to time to the Landlord, acting reasonably;
(iii)	be non-contributing with and shall apply only as primary and not as excess to any other insurance available to the Landlord or the Mortgagee;
(iv)	not be invalidated as respects the interests of the Landlord and of the Mortgagee by reason of any breach or violation of any warranties, representations or conditions contained in the policies;
(v)	contain any undertaking by the insures to notify the Landlord and the Mortgagee in writing not less than thirty (30) days prior to any material change, cancellation or termination thereof; and
(vi)	name the Landlord and the Mortgagee as additional insured parties, as their interests may appear, and, in respect of property damage insurance, incorporate the Mortgagee’s standard mortgage clause.

(c)	Certificates of insurance on the Landlord’s standard form or in a form satisfactory to the Landlord, acting reasonably, evidencing the Tenant’s compliance with its insurance obligations hereunder, or if required by the Mortgagee certified copies of each such insurance policy will be delivered to the Landlord as soon as practicable after the placing of the required insurance. Provided that no review or approval of any such insurance certificate by the Landlord shall derogate from or diminish the Landlord’s rights or the Tenant’s obligations contained in this Article.
(d)	If the Tenant fails to take out or keep in force any insured referred to in this Section 7.01, 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 two (2) Business Days after written notice by the Landlord to the Tenant (stating, if the Landlord or the Mortgagee does not approve of such insurance, the reasons therefor), the Landlord has the right 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 on demand as Additional Rent without prejudice to any other rights and remedies of the Landlord under this Lease.
(e)	The Tenant agrees that in the event of damage or destruction to the Leasehold improvements in the Leased Premises covered by insurance pursuant to Section 7.01(a)(i), unless the Lease is terminated pursuant to Section 9.01 or Section 9.02 hereof, the Tenant shall use the proceeds of

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such insurance for the purpose of repairing or restoring such Leasehold Improvements. In the event of damage to or destruction of the Complex or the Building entitling the Landlord to terminate the Lease pursuant to Section 9.01(b) or 9.02, then if the Leased Premises have also been damaged or destroyed, the Tenant shall forthwith pay to the Landlord all of its insurance proceeds relating to the Leasehold Improvements in the Leased Premises and if the Leased Premises have not been damaged or destroyed, the Tenant shall upon demand deliver to the Landlord in accordance with the provisions of this Lease the Leasehold Improvements and the Leased Premises.

Section 7.02 – Increase in Insurance Premiums

The Tenant shall not keep, use, sell or offer to sell in or upon the Leased Premises any article which may be prohibited by any fire insurance policy in force from time to time covering the Leased Premises, the Building or the Complex. If:

(a)	the occupation of the Leased Premises;
(b)	the conduct of business in the Leased Premises; or
(c)	any act or omission of the Tenant in the Complex or any part thereof;

causes or results in any increase in premiums for the insurance carried from time to time by the Landlord with respect to the Complex, the Tenant shall pay any such increase in premiums as Additional Rent forthwith upon demand by the Landlord. In determining whether increased premiums are caused by or result from the use or occupancy of the Leased Premises, a schedule issued by the organization (operating at arm’s length from the Landlord) computing the insurance rate on the Complex showing the various components of such rate shall be conclusive evidence of the several items and charges which make up such rate. The Tenant shall comply promptly with all requirements of any insurer now or hereafter in effect pertaining to or affecting the Leased Premises, the Building or the Complex.

Section 7.03 – Cancellation of Insurance

If any insurance policy upon the Complex or any part thereof shall be cancelled or shall be threatened by the insurer to be cancelled or the coverage thereunder reduced in any way by the insurer by reason of the use or occupation of the Leased Premises or any part thereof by the Tenant or by any assigns or sub-tenant of the Tenant, or by anyone permitted by the Tenant to be upon the Leased Premises, the Tenant shall deliver to the Landlord within five (5) days after Notice thereof by the Landlord, but not less than two (2) Business Days prior to the cancellation or reduction of such coverage, its proposal to remedy the condition giving rise to cancellation, threatened cancellation or reduction of coverage. The Tenant shall immediately proceed to remedy such condition in accordance with such proposal, provided that if such proposal is not satisfactory to the Landlord’s insurer, acting reasonably, or the Tenant fails to diligently remedy such condition in accordance with such proposal, the Landlord shall be entitled to forthwith remedy such condition at the Tenant’s expense.

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Section 7.04 – 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 Complex, or damage to property of the Tenant or of others located on the Leased Premises or elsewhere in the Complex, nor shall it be responsible for any loss of or damage to any property of the Tenant or others from any cause whatsoever, except for any such death, injury, loss or damage which results fro the negligence of the Landlord, its agents, servants or employees or other persons fro whom it may in law be responsible, and provided that in no event shall the Landlord be responsible for any loss, injury or damage contemplated by Section 7.07(b), or for any indirect or consequential damages sustained by the Tenant or others. Without limiting the generality of the foregoing but subject to the exceptions to the limitation of the liability of the Landlord set out herein, 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 ceiling fixtures (including part or all of the ceiling T grid system) and diffuser coverings, steam, gas, electricity, water, rain, flood, snow or leaks from any of the Leased Premises or from the pipes, sprinklers, appliances, plumbing works, roof, windows or subsurface of any floor or ceiling of the Complex 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 in the Complex 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 Leased Premises shall be so kept or stored at the risk of the Tenant only and except in the event of the negligence of the Landlord, its agents, servants or employees or other persons for whom it may be in law responsible (but subject to the provision in this Section 7.04 respecting loss, injury or damage contemplated by Section 7.07(b) and indirect or consequential damages), the Tenant shall 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 7.05 – Landlord’s Insurance

The Landlord shall at all times throughout the Term carry:

(a)	insurance on the Building (excluding the foundations and excavations but including Leasehold Improvements installed in rentable premises within the Building with the approval of the Landlord) and the machinery, boilers and equipment contained therein or servicing the Building and owned by the Landlord or the owners of the Complex (specifically excluding any property with respect to which the Tenant and other tenants are obliged to insure pursuant to Section 7.01 or similar sections of their respective leases) against damage by fire and extended perils or all-risks coverage;
(b)	public liability and property damage insurance with respect to the Landlord’s operations in the Complex;
(c)	loss of rental income insurance, or loss of insurable gross profits commonly insured against by the prudent landlords, including loss of all

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	rentals receivable from tenants in the Complex in accordance with the provisions of their leases, including basic additional rentals; and
(d)	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 multi-use commercial development, having regard to size, age and location. Notwithstanding the Landlord’s covenant contained in this Section 7.05, and notwithstanding any contribution by the Tenant to the cost of insurance premiums provided herein, the Tenant acknowledges and agrees that no insurable interest is conferred upon the Tenant under any policies of insurance carried by the Landlord, and the Tenant has no right to receive any proceeds of any such insurance policies carried by the Landlord.

Section 7.06 – Indemnification

Except as provided in Section 7.07(a) but notwithstanding any other provision of this Lease, the Tenant shall indemnify the Landlord and save it harmless from and against any loss (including loss of Basic Rent and Additional Rent), claims, actions, damages, liability and expenses (collectively “Damages”) in connection with loss of life, personal injury, damage to property or any other loss or injury whatsoever arising out of this Lease, or any occurrence in, upon or at the Leased Premises, or the occupancy or use by the Tenant of the Leased 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 Leased Premises by the Tenant (provided that if any Damages result from an act or omission occasioned in part by the Tenant, the Tenant’s obligation to indemnify as aforesaid shall be in proportion to its fault). If the Landlord shall, without fault on its part, be made a party of any litigation commenced by or against the Tenant, then the Tenant shall protect, indemnify and hold the Landlord harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by the Landlord in connection with such litigation. The Tenant shall also pay all costs, expenses and reasonable legal fees (on a solicitor and his client basis) that may be incurred or paid by the Landlord in enforcing the terms, covenants and conditions in this Lease unless a Court shall decide otherwise.

Except to the extent of any loss, injury or damage caused by the Tenant or those for whom the Tenant is in law responsible, the Landlord shall indemnify the Tenant and its directors, officers, employees and agents and save them harmless from and against any and all liabilities, claims, damages, losses and expenses due to or arising from:

(a)	any breach by the Landlord of any provisions of this Lease;
(b)	any loss, injury (including death) or damage in respect of persons or property arising out of or in connection with any negligence of the Landlord or those for whom the Landlord is in law responsible on or about the Complex.

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Section 7.07 – Limitations of Liability

(a)

the Tenant shall not be liable to the Landlord in respect of any loss, injury or damage insured by the Landlord under Sections 7.05(a) and (c) to the extent of any recovery by the Landlord under such insurance or any amount which, in the case of insurance which the Landlord has agreed, but failed to carry, or in the case of any other default by the Landlord of its insurance obligations under this Article VII, could reasonably have been expected to have been recovered; and

(b)

The Landlord shall not be liable to the Tenant in respect of any loss, injury or damage to property insured or required to be insured by the Tenant under Sections 7.01(a)(i) and (ii).

ARTICLE VIII

MAINTENANCE, REPAIRS AND ALTERATIONS

Section 8.01 – Maintenance and Repairs by the Tenant

(a)

Subject to Sections 9.01 and 9.02, the Tenant shall at all times at its sole cost, keep and maintain the Leased Premises, exclusive of Common Use Equipment, in good order, first class condition and repair (which shall include, without limitation, periodic painting and decoration), as determined by the Landlord, acting reasonably, subject only to normal wear and tear not inconsistent with good order, first class condition and repair.

(b)

The Tenant shall examine the Leased Premises before taking possession thereof and unless the Tenant furnishes the Landlord with a notice in writing specifying any defect in the construction of the Leased Premises within seven (7) days after such taking of possession, the Tenant shall conclusively be deemed to have examined the Leased Premises, to have agreed that they are in order, and such taking of possession without the giving of such notice as aforesaid within such seven (7) day period is conclusive evidence against the Tenant that at the time thereof the Leased Premises were in good order and satisfactory condition, subject to latent defects, if any. The Tenant agrees that there is no promise, representation or undertaking by or binding upon the Landlord with respect to the use of the Leased Premises or any alteration, remodeling or redecorating of or installation of equipment or fixtures in the Leased Premises, except such, if any, as are expressly set forth in this Lease or the Agreement to Lease.

Section 8.02 – Landlord’s Approval of the Tenant’s Repairs, Replacements, Leasehold Improvements and Trade Fixtures

Whether prior to the Commencement Date or during the Term of this Lease or any renewal or extension hereof, the Tenant shall not make any repairs, replacements, Leasehold Improvements

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or install trade fixtures in any part of the Leased Premises without first obtaining the Landlord’s written approval, such approval not to be unreasonably withheld or delayed, and in connection therewith the Tenant shall, prior to commencing any such work, submit to the Landlord:

(a)	for its prior approval details of the proposed work, including drawings and specifications prepared by qualified architects, engineers or other qualified persons acceptable to the Landlord, acting reasonably, conforming to good engineering practice;
(b)	such indemnification against liens, costs, damages and expenses (including its costs and expenses incurred, or which may be incurred, in reviewing the proposed work and supervising its completion) and such insurance coverages as the Landlord reasonably requires; and
(c)	evidence satisfactory to the Landlord, acting reasonably, that the Tenant has obtained at its expense all necessary consents, permits, licenses and inspections from all governmental and regulatory authorities having jurisdiction.

All such repairs, replacements, Leasehold Improvements or trade fixtures made or installed by the Tenant to the Leased Premises approved of by the Landlord shall be performed:

(i)	with first class materials owned by the Tenant (except that trade fixtures need not be owned by the Tenant) at the sole cost of the Tenant;
(ii)	by competent workmen approved by the Landlord, such approval not to be unreasonably withheld or delayed, and whose labor union affiliations are capatible with others employed by the Landlord and its contractors;
(iii)	in a good and workmanlike manner;
(iv)	in accordance with the drawings and specifications approved by the Landlord, such approval not to be unreasonably withheld or delayed; and
(v)	in accordance with the reasonable regulations, guidelines and controls from time to time issued by the Landlord in respect thereof and subject to the supervisions and inspection of the Landlord.

If any such repairs, replacements, Leasehold Improvements or trade fixtures would affect the structure of the Building, or any of the Common Use Equipment or their warranties, such work shall, at the option of the Landlord, be performed by the Landlord as an Additional Service. If such would affect such warranties, the Landlord may reasonably refuse to allow such work to be done. Upon completion thereof, and thereafter to the extent requiring ongoing maintenance,

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repair or replacement, the Tenant shall pay to the Landlord the Additional Service Cost in respect thereof.

Upon being invoiced therefor, the Tenant shall pay to the Landlord, as Additional Rent, a fee equal to five (5) percent of the cost of any repairs, replacements, Leasehold Improvements and trade fixtures constructed or installed by or on behalf of the Tenant in the Leased Premises to cover the cost of the Landlord’s supervision and overhead during construction or installation thereof. In addition, if the Landlord’s architects and engineers responsible for the Complex are not retained by the Tenant to complete any of the same in the Leased Premises affecting the structure of the Complex or any Common Use Equipment, any cost or expense charged to the Landlord by such architects and engineers in respect of approval of plans or supervision of such work will be payable by the Tenant as Additional Rent upon being invoiced by the Landlord. It is expressly acknowledged by the Landlord that the fee referred to in this paragraph is in respect of construction and installations by or on behalf of the Tenant taking place during the Term.

Section 8.03 – Maintenance and Repairs by the Landlord

(a) The Landlord covenants with the Tenant to keep in a good and reasonable state of repair, and consistent with the general standards of comparable office buildings of comparable age in the immediate area of the Complex, but subject to Sections 9.01 and 9.02, and with the exception of reasonable wear and tear:

(i)	those portions of the Complex consisting of the courts, concourses, lobbies, landscaped areas, entrances and other facilities from time to time provided for common use and enjoyment, and the exterior portions of all buildings and structures from time to time forming part of the Complex and affecting its general appearance;
(ii)	the Building (other than the Leased Premises and premises of other tenants) including the structure, foundation, roof, exterior walls, the Common Use Equipment, the elevators, escalators, entrances, stairways, corridors and lobbies and washrooms from time to time provided for use in common by the Tenant and other tenants of the Buildings and the system provided for bringing utilities to the Leased Premises; and
(iii)	the structural members or elements of the Leased Premises.

(b)	Subject to Sections 9.01 and 9.02, the Landlord covenants with the Tenant to repair Insured Damage.
(c)	The Tenant acknowledges and agrees that the Landlord is not liable for any damages, direct, indirect or consequential, or for damages for personal discomfort, illness or inconvenience of the Tenant or the Tenant’s servants, clerks, employees, invitees or other persons by reason of failure of any equipment, facilities or systems servicing the Building unless

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caused by the negligence of the Landlord or those for whom it is in law responsible (but in no event shall the Landlord be liable for indirect or consequential damages or for damages for personal discomfort, illness or inconvenience as aforesaid) or of reasonable delays in the performance of any repairs, replacements and maintenance for which the Landlord is responsible pursuant to this Lease and no such delay shall entitle the Tenant to any compensation or abatement whatsoever.

(d)

If the Tenant refuses or neglects to carry out any repairs properly required to be carried out by it under this Lease and to the reasonable satisfaction of the Landlord, the Landlord may, after Notice of default to the Tenant as required by Section 13.07 and the Tenant being given an opportunity to cure such default as set forth therein, but shall not be obliged to, make such repairs without being liable for any loss or damage that may result to the Tenant’s merchandise, fixtures or other property or to the Tenant’s business by reason thereof and upon completion thereof, the Tenant shall pay to the Landlord the Additional Service Cost in respect thereof without duplication of charge to the Tenant under any other section of this Lease.

Section 8.04 – Surrender of the Leased Premises

At the expiration or earlier termination of the Term, the Tenant shall peaceably surrender and yield up the Leased Premises to the Landlord in as good condition and repair as the Tenant is required to maintain the Leased Premises throughout the Term and the Tenant shall surrender all keys for the Leased Premises to the Landlord at the place then fixed for the payment of rent and shall inform the Landlord of all combinations of locks, safes and vaults, if any, in the Leased Premises. The Tenant shall, however, remove all of its trade fixtures and any Leasehold Improvements if requested by the Landlord as provided in Section 8.08 hereof before surrendering the Leased Premises as aforesaid and shall forthwith repair any damage to the Leased Premises caused by their installation (unless such installation has been approved by the Landlord) or removal failing which such may be completed by the Landlord as an Additional Service. The Tenant’s obligations under this covenant shall survive the expiration of the Term or earlier termination of this Lease.

Section 8.05 – Repair Where the Tenant is At Fault

Save for the limitation of liability contained in Section 7.07(a) but notwithstanding any other provision of this Lease, if the Complex or any part thereof, or any equipment, machinery, facilities or improvements contained therein or made thereto, or the roof or outside walls of the Complex or any other structural portions thereof require repair or replacement or become damaged or destroyed by reason of any act, omission to act, neglect or default of the Tenant or those for whom the Tenant is in law responsible or through any of them in any way stopping up or damaging the climate control, heating apparatus, water pipes, drainage pipes or other equipment or facilities or parts of the Complex or the Building, the cost of the resulting repairs, replacements or alterations, to the extent of the act, omission to act, neglect or default of the Tenant or those for whom it is in law responsible, shall be an Additional Service Cost to the Tenant.

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Section 8.06 – Tenant Not to Overload Facilities

The Tenant shall not install any equipment which will exceed or overload the capacity of any utility, electrical or mechanical facilities in the Leased Premises, and the Tenant will not bring into the Leased Premises or install any utility, electrical or mechanical facility or service which the Landlord does not approve. The Tenant agrees that if any equipment installed by the Tenant requires additional utility, electrical or mechanical facilities, the Landlord may, in its sole discretion, if they are available, elect to install them at the Tenant’s expense and in accordance with plans and specifications to be approved in advance in writing by the Landlord and the cost thereof shall be Additional Service Cost to the Tenant.

Section 8.07 – Tenant Not to Overload Floors

The Tenant shall not bring upon the Complex or the Leased Premises or any part thereof any machinery, equipment, article or thing that by reason of its weight, size or use might in the opinion of the Landlord damage the Complex or the Leased Premises.

Section 8.08 – Removal and Restoration by Tenant

(a) All Leasehold Improvements shall immediately become the property of the Landlord upon affixation or installation without compensation therefore to the Tenant, but the Landlord is under no obligation to repair, maintain or insure any Leasehold Improvements. Leasehold Improvements and trade fixtures shall not be removed from the Leased Premises either during or at the expiration or earlier termination of the Term except that:

(i)

the Tenant may during the Term in the usual or normal course of its business and without the prior written consent of the Landlord remove its trade fixtures, provided that such trade fixtures have become excess for the Tenant’s purposes or the Tenant is substituting new and similar trade fixtures therefor, and provided that the Tenant is not in default under this Lease; and

(ii)

the Tenant shall, immediately prior to the expiration of the Term and at its own cost remove, all trade fixtures and such of the Leasehold Improvements as the Landlord requires to be removed and shall forthwith repair any damage to the Leased Premises caused by their installation (unless such installation has been approved by the Landlord) and removal, failing which such may be completed by the Landlord as an Additional Service to the Tenant.

(b) If the Tenant does not remove its trade fixtures at the expiration or earlier termination of the Term, the trade fixtures shall, at the option of the Landlord, become the property of the Landlord and, as an Additional Service to the Tenant, may be removed from the Leased Premises and sold or disposed of by the Landlord in such manner as it deems advisable.

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All property of the Tenant remaining on the Leased Premises after the termination of the tenancy shall be deemed to have been abandoned by the Tenant in favor of the Landlord and may be disposed of by the Landlord as its discretion without prejudice to the rights of the Landlord to claim damages from the Tenant for failure to remove the same.

Section 8.09 – Notice by the Tenant

The Tenant shall when it becomes aware of same notify the Landlord by Notice of any damage to or deficiency or defect in any part of the Complex, including the Leased Premises, any equipment or utility systems or any installations located therein notwithstanding the fact that the Landlord may have no obligations with respect to same.

Section 8.10 – Tenant to Discharge All Liens

The Tenant shall at all times during the period that the Tenant is engaged in the construction or installation of its improvements or has been given possession of the Leased Premises and throughout the Term promptly pay all its architects, engineers, contractors, materialmen, suppliers and workmen and all charges incurred by or on behalf of the Tenant for any work, materials or services which may be done, supplied or performed at any time in respect of the Leased Premises and the Tenant shall do any and all things necessary so as to ensure that no lien is registered against the Complex or any part thereof or against the Landlord’s interest in the Leased Premises (including, without limitation, obtaining a waiver of lien from its contractors and subcontractors) and if any lien is made, filed or registered, the Tenant shall discharge it or cause it to be discharge forthwith at the Tenant’s expense.

If the Tenant fails to discharge or cause any such lien to be discharged as aforesaid, then in addition to any other right or remedy of the Landlord, the Landlord, after giving written notice to the Tenant of its failure as aforesaid and a reasonable opportunity for the Tenant to cure such failure (not exceeding fifteen (15) days), may but it shall not be obligated to discharge the same by paying the amount claimed to be due into Court and the amount so paid by the Landlord and all costs and expenses, including reasonable legal fees ( on a solicitor and his client basis) incurred as a result of the registration of any such lien shall be immediately due and payable by the Tenant to the Landlord as Additional Rent on demand.

Section 8.11 – Signs and Advertising

Subject to compliance with laws and approval of the Landlord if such signage is to be connected to the Building’s electrical system, such approval not to be unreasonably withheld, the Tenant may install signage in the Leased Premises necessary to identify and advertise its business. The Landlord will prescribe a uniform pattern of identification signs for tenants to be placed on the outside of the doors leading into the Leased Premises, and other than such identification signs, the Tenant shall not paint, affix or display any sign, picture, advertisement, notice, lettering or decoration on any part of the Complex or the Leased Premises for exterior view without the prior written consent of the Landlord which consent may be unreasonably withheld. Any such signs shall remain the property of the Tenant and shall be maintained at the Tenant’s sole cost and expense. At the expiration of the Term or earlier termination of this Lease, the Tenant shall remove any such sign, picture, advertisement, notice, lettering or decoration from the Leased

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Premises at the Tenant’s expense and shall promptly repair all damage caused by any such installation and removal failing which such may be performed by the Landlord as an Additional Service to the Tenant. The Tenant’s obligation to observe and perform this covenant shall survive the expiration of the Term or earlier termination of this Lease. The Tenant shall be entitled at its expense to have its name shown upon the directory board of the Building. The Landlord shall design the style of such directory board and shall in its own discretion determine the location of the same.

ARTICLE IX

DAMAGE AND DESTRUCTION

Section 9.01 – Destruction of the Leased Premises

(a) If the Leased Premises are at any time destroyed or damaged (including, without limitation, smoke and water damage) as a result of fire, the elements, accident or other casualty required to be insured against by the Landlord pursuant to Section 7.05 hereof or otherwise insured against by the Landlord, and if as a result of such occurrence:

(i)	The Leased Premises are rendered untenantable only in part, this Lease shall continue in full force and effect and the Landlord shall, subject to Sections 9.01(b) and 9.02(a) hereof, commence diligently to reconstruct, rebuild or repair the Leased Premises to the extent only of its obligation under Section 8.03, and Basic Rent and Additional Rent shall abate proportionately to the portion of the Leased Premises rendered untenantable from the date of the destruction or damage and until the Landlord’s repairs have been completed;
(ii)	the Leased Premises are rendered wholly untenantable, this Lease shall continue in full force and effect and the Landlord shall, subject to Sections 9.01(b) and 9.02(a) hereof, commence diligently to reconstruct, rebuild or repair the Leased Premises to the extent only of its obligations under Section 8.03 and Basic Rent and Additional Rent shall abate entirely from the date of the destruction or damage and until the Landlord’s repairs have been completed;
(iii)	the Leased Premises are not rendered untenantable in whole or in part, this Lease shall continue in full force and effect, the rent and other amounts payable by the Tenant shall not terminate, be reduced or abate and the Landlord shall, subject to Sections 9.01(b) and 9.02(a) hereof, commence diligently to reconstruct, rebuild or repair the Leased Premises to the extent only of its obligation under Section 8.03.

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(b)	Notwithstanding anything contained in Section 9.01(a), if the Leased Premises are damaged or destroyed by any cause whatsoever, and if, in the opinion of the Landlord reasonably arrived at, the Leased Premises cannot be reconstructed, rebuilt or repaired and made fit for the purpose of the Tenant within ninety (90) days of the happening of the damage or destruction, the Landlord, instead of reconstructing, rebuilding or repairing the Leased Premises in accordance with Section 9.01(a), may at its option elect to terminate this Lease by giving to the Tenant Notice of termination within thirty (30) days after such damage or destruction, and thereupon Basic Rent, Additional Rent and other payments for which the Tenant is liable under this Lease shall be apportioned and paid to the date of such damage or destruction, and the Tenant shall immediately deliver up vacant possession of the Leased Premises to the Landlord in accordance with the terms of this Lease.
(c)	Upon the Tenant being given Notice by the Landlord that the Landlord’s repairs have been substantially completed, the Tenant shall forthwith complete all reconstruction, rebuilding or repairs to the Leased Premises which are the Tenant’s responsibility under Section 8.01 and all other work required to fully restore the Leased Premises for 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 Leased Premises. The Tenant shall diligently complete the Tenant’s repairs.
(d)	Nothing in this Section 9.01 requires the Landlord to rebuild the Leased Premises in the condition and state that existed before any such occurrence, provided that the Leased Premises as rebuilt will have reasonably similar, and at least the, facilities and services to those in the Leased Premises prior to the damage or destruction having regard, however, to the age of the Complex at such time.

Section 9.02 – Destruction of the Complex

(a) Notwithstanding anything contained in this Lease and specifically notwithstanding the provisions of Section 9.01 hereof, if:

(i)	thirty-five percent (35%) or more of the area of the Building; or
(ii)	fifty percent (50%) or more of the Total Complex Rentable Area;

is damaged or destroyed by any cause whatsoever (irrespective of whether the Leased Premises are damaged or destroyed) and if, in the opinion of the Landlord reasonably arrived at, the area of the Building or the Total Complex Rentable Area, as the case may be, so damaged or destroyed cannot be rebuilt or made fit for the purposes of the respective tenants of such space within on hundred and eighty (180) days of the happening of the damage or destruction; then and

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so often as any of such events occur, the Landlord may, at its option (to be exercised by Notice to the Tenant within sixty (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 sixtieth (60th) 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 sixty (60) day period, vacate the Leased Premises and surrender them to the Landlord, with the Landlord having the right to re-enter and repossess the Leased Premises discharged of this Lease and to expel all persons and remove all property therefrom. Basic Rent and Additional Rent shall be due and payable without deduction or abatement subsequent to the destruction or damage and until the date of termination, unless the Leased Premises shall have been destroyed or damaged as well, in which event Section 9.01 shall apply.

(b) If all or any part of the Complex is at any time destroyed or damaged as set out in Section 9.02(a), and the Landlord does not elect to terminate this Lease in accordance with the rights hereinbefore granted, the Landlord shall, following such destruction or damage, commence diligently to reconstruct, rebuild or repair, if necessary, that part of the Complex or the Building which was damaged or destroyed, but only to the extent of the Landlord’s responsibilities pursuant to the terms of the various leases for the premises in the Complex and the Building including, without limitation, this Lease, as the case may be, and exclusive of any tenant’s responsibilities set out therein. If the Landlord elects to repair, reconstruct or rebuilt the Complex and the Building, as the case may be, or any part thereof, the Landlord may repair, reconstruct or rebuild according to plans and specifications and working drawings other than those used in the original construction of the Complex and the Building, as the case may be, or any part thereof, provided that such plans, specifications and working drawings shall provide for facilities which, in all material respects, are the same as those in existence prior to such destruction or damage.

ARTICLE X

TRANSFER AND SALE

Section 10.01 – Assigning and Subletting

The Tenant will not enter into, consent to or permit a Transfer without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld or delayed, but shall be subject to the Landlord’s rights under Section 10.02. 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 without its consent:

(a) whether any such Transfer is in violation or breach of any covenants or restrictions granted by the Landlord to other tenants or occupants or prospective tenants or occupants in the Complex;

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(b)	whether any such Transfer will result in a material change in the character of public traffic to and from the Leased Premises or in a use of the Leased Premises incompatible with the other occupants of the Complex and the use of their premises;
(c)	whether in the Landlord’s reasonable opinion the financial background, business history and capability of the proposed transferee is satisfactory;
(d)	intentionally deleted, and
(e)	whether the proposed person or entity to whom the Transfer being made is an existing tenant in the Complex.

The 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 a Transfer is construed so as to include a prohibition against any Transfer by operation of law and no Transfer shall take place or be deemed to have been consented to or approved by reason of a failure by the Landlord to give notice to the Tenant within fifteen (15) days as required by Section 10.02.

Notwithstanding the foregoing provisions of this Section 10.01 and Section 10.02 but subject to Section 10.03, the Tenant shall have the right, without being required to obtain the consent of the Landlord but upon prior written notice to the Landlord and the transferee entering into an agreement with the Landlord as provided in Section 10.03(a)(i), to enter into a Transfer wherein the transferee is a holding body corporate, a subsidiary body corporate or an affiliate (as those terms are defined in the Business Corporations Act (Ontario)), in each case of the Tenant (and in each case sometimes hereinafter called a “Permitted Transferee”).

Section 10.02 – Landlord’s Consent

For the purposes of this Section 10.02, “Tenant” means the Tenant, and any subtenant of all or any part of the Leased Premises.

If the Tenant intents to effect a Transfer, then and so often as much event shall occur, the Tenant shall give prior written notice to the Landlord of such intent specifying therein the proposed transferee, the type of Transfer contemplated, the portion of the Leased Premises affected thereby and the financial and other terms of the Transfer relevant to this Lease and the Leased Premises and shall provide such information with respect thereto including, without limitation, information concerning the proposed transferee and the principals thereof and as to any credit, financial or business information relating to the proposed transferee and the principals thereof as the Landlord or the Mortgagee reasonably require together with copies of any documents which record the particulars of the proposed Transfer. The Landlord shall within fifteen (15) days after having received such notice and all such necessary information, notify the Tenant in writing either that it consents or does not consent to the Transfer in accordance with the provisions and qualifications in this Article X.

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Section 10.03 – Conditions of Transfer

(a) If there is a permitted Transfer, the Landlord may accept rent from the transferee and apply the net amount collected to the rent required to be paid pursuant to this Lease, but no acceptance by the Landlord of any payment by the transferee shall be deemed a waiver of the provisions of Article X hereof or the acceptance of the transferee as tenant or a release of the Tenant from the further performance by the tenant of the covenants or obligations on the part of the Tenant herein contained. Any consent by the Landlord shall be subject to the Tenant executing and causing any such transferee to promptly execute an agreement directly with the Landlord agreeing:

(i)	to be bound by all of the terms, covenants and conditions contained in this Lease as if such transferee had originally executed this Lease as tenant; and
(ii)	provided the Landlord is entitled to otherwise withhold its consent, to amend the Lease so as to incorporate any conditions imposed by the Landlord in its consent acting reasonably and in accordance with the provisions of this Lease.

(b)	Notwithstanding any such Transfer permitted or consented to by the Landlord, the Tenant shall be jointly and severally liable with the transferee under this Lease and shall not be released from performing any of the terms, covenants and conditions of this Lease.
(c)	Intentionally deleted.
(d)	Any document or consent 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 the transferee thereunder, shall be prepared by the Landlord or its solicitors, and all reasonable legal and other costs with respect thereto shall be paid by the Tenant to the Landlord or its solicitors forthwith upon demand as Additional Rent, together with an administrative fee payable to the Landlord in the amount of Three Hundred Dollars ($300).
(e)	Where the Landlord gives its consent to a Transfer, the Tenant shall pay forthwith to the Landlord as Additional Rent any consideration (whether profit or otherwise but net of all reasonable out-of-pocket costs incurred by the Tenant in connection therewith) received by the Tenant (in its capacity as assignor, sublessor or transferor) and relating to this Lease and/or the Leased Premises whether directly or indirectly from any assignee, sublessee or transferee, whether in the form of cash, goods or services.

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Section 10.04 – No Advertising of the Leased Premises

The Tenant shall not print, publish, post, display or broadcast any notice or advertisement or otherwise advertise the whole or any part of the Leased Premises for the purpose of any Transfer and it shall not permit any broker or other person to do any of the foregoing, unless the complete text and format of any such notice or advertisement is first approved in writing by the Landlord. Without in any way restricting or limiting the Landlord’s right to refuse any text or format on other grounds, any text or format proposed by the Tenant shall not contain any reference to the Rent nor to any proposed rent sought by the Tenant of and for the Leased Premises.

Section 10.05 – Corporate Ownership

For the purposes of this Section, “Change of Control” means the transfer or issue by sale, assignment, transmission on death, encumbrance, operation of law or otherwise, of any shares, voting rights or interest which would result in any change in the effective control of the corporation or partnership.

If the Tenant is a corporation or partnership or if the Landlord has consented to a Transfer to a corporation or a 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 X.

The Tenant shall make available to the Landlord, or its representatives, all of its corporate or partnership books and records, as the case may be, for inspection at all reasonable times, to enable the Landlord to ascertain whether there has been any Change in Control of the Tenant from time to time.

Section 10.06 – Assignment by the Landlord

The Landlord, at any time and from time to time, may sell, transfer, lease, assign or otherwise dispose of the whole or any part of its interest in the Complex, and at any time and from time to time may enter into any Mortgage of the whole or any part of its interest in the Complex. If the party acquiring such interest shall have agreed, so long as it holds such interest, to assume and to perform each of the covenants, obligations and agreements of the Landlord under this Lease in the same manner and to the same extent as if originally named as the Landlord in this Lease, the Landlord shall thereupon be released from all of its covenants and obligations under this Lease.

ARTICLE XI

ACCESS AND ALTERATIONS

Section 11.01 – Right of Entry

The Landlord and its agents have the right to enter the Leased Premises at all reasonable times on at least twenty-four (24) hours notice to the Tenant (or at any time in case of emergency, and then without notice) to examine the same and to make such repairs, alterations, changes, checks, adjustments, calibrations, improvements or additions to the Leased Premises or the Complex or any part thereof or systems therein or any adjacent to the Leased Premises, provided that in exercising such right the Landlord shall use reasonable efforts to prevent disruption of the

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Tenant’s business. The Tenant shall not obstruct any pipes, conduits, ducts, mechanical shafts or electrical equipment so as to prevent reasonable access thereto.

Section 11.02 – Right to Show Leased Premises

The Landlord and its agents have the right to enter the Leased Premises at all reasonable times on at least twenty-four (24) hours notice to the Tenant to show them to prospective purchasers or Mortgagees and during the twelve (12) months prior to the expiration of the Term to prospective lessees.

Section 11.03 – Entry Not Forfeiture

No entry into the Leased 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 any 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 done by the Landlord. Subject to the provisions of Section 9.01 of this Lease, the rent required to be paid pursuant to this Lease shall not abate or be reduced due to loss or interruption of business of the Tenant or otherwise while any repairs, alterations, changes, adjustment, improvements or additions permitted by this Lease are being made by the Landlord.

Section 11.04 – Landlord’s Covenant for Quiet Enjoyment

The Landlord hereby covenants to perform or cause to be performed all of the obligations of the Landlord under this Lease, and further covenants that if the Tenant pays the Basic Rent and Additional Rent and continuously performs all its obligations under this Lease, the Tenant shall, subject to the terms and conditions of this Lease, peaceably possess and enjoy the Leased Premises throughout the Term without any interruption or disturbance from the Landlord or any other person or persons lawfully claiming by, through or under the Landlord.

ARTICLE XII

STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

Section 12.01 – Status Statement

Within a ten (10) days after request by Notice therefor by either party, such party shall deliver to the other, in a reasonable form, a status statement or a certificate to the requesting party, or to the Mortgagee, or to any proposed Mortgagee or purchaser or as the Landlord may otherwise direct, stating (if such is the case):

(a)	that 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);
(b)	the Commencement Date;

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(c)	the date to which Basic Rent and Additional Rent have been paid under this Lease;
(d)	whether there is any existing or alleged default by either party under this Lease 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
(e)	whether there are any defences or counterclaims against enforcement of the obligations to be performed by the Tenant under this Lease; and
(f)	intentionally deleted.

Section 12.02 – Subordination and Attornment

It is a condition of this Lease and the Tenant’s rights granted hereunder that this Lease and all of the rights hereunder are and shall at all times be subject and subordinate to any and all Mortgages from time to time in existence against the Lands. Upon request, the Tenant shall subordinate the Lease and all of its rights hereunder in such form as the Landlord reasonably requires to any and all Mortgages, and to all advances made or hereafter to be made upon the security thereof and, if requested, the Tenant shall attorn to the holder thereof. Any subordination will provide that the rights of the Tenant under this Lease shall not be interfered with so long as the Tenant is not in default hereunder. The form of such subordination shall be as required by the Landlord, acting reasonably, or any Mortgagee.

Section 12.03 – Attorney

The Tenant irrevocably constitutes the Landlord, its agent and attorney for the purpose of executing any agreement, certificate, attornment or subordination required by this Lease if the Tenant fails to execute and deliver such documents within ten (10) days after request by the Landlord.

Section 12.04 – Financial Information

Intentionally deleted.

Section 12.05 – Acknowledgement of Title

The Tenant acknowledges that its interest under this Lease is subject to:

(a)	covenants, restrictions, easements, agreements and reservations of record, and any easements, licenses, rights-of-way and cost sharing arrangements and agreements respecting the same hereafter made in connection with the provision of access or services to the Complex or otherwise in connection with the Common Facilities and which may affect the Landlord’s title;
(b)	all laws, by-laws, ordinances, regulations and orders of the City of Toronto, Municipality of Metropolitan Toronto, Province of Ontario and

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	Government of Canada, and of all statutory commissions, boards and bodies having jurisdiction over the Leased Premises;
(c)	the condition of the Landlord’s title existing at the date hereof; and
(d)	municipal realty taxes, local improvement rates, duties, assessments, water and sewer rates and other impositions accrued or unaccrued.

ARTICLE XIII

DEFAULT

Section 13.01 – Right to Re-enter

If and whenever:

(a)	the Tenant fails to pay any Basic Rent or Additional Rent or other sums due hereunder on the day or dates appointed for the payment thereof (providing the Landlord first gives five (5) days Notice to the Tenant of any such failure); or
(b)	the Tenant fails to observe or perform any other of the terms, covenants or conditions of this Lease to be observed or performed by the Tenant (other than the terms, covenants or conditions set out below in subparagraphs (c) to (l), inclusive, for which no Notice shall be required), provided the Landlord first gives the Tenant ten (10) days (or such longer period of time as is reasonable in the circumstances) Notice of any such failure to perform and the Tenant within such period of ten (10) days fails to commence diligently and, thereafter to proceed diligently to cure any such failure to perform; or
(c)	the Tenant falsifies any report or statement required to be furnished to the Landlord pursuant to this Lease, or any agent of the Tenant falsifies any such report or statement and the Tenant knows or ought to have known of such falsification; or
(d)	the Tenant or any Guarantor of this Lease or any person occupying the Leased Premises or any part thereof or any licensee, concessionaire or franchisee operating any business in the Leased Premises become bankrupt or insolvent or takes the benefit of any act now or hereafter in force for bankrupt or insolvent debtors or files any proposal or makes any assignment for the benefit of creditors or any arrangement or compromise; or
(e)	a receiver or a receiver and manager is appointed for all or a portion of the property of the Tenant, any Guarantor or any such occupant, licensee, concessionaire or franchisee; or

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(f)	any steps are taken or any action or proceedings are instituted by the Tenant or by any other party including, without limitation, any court or governmental body of competent jurisdiction for the dissolution, winding-up or liquidation of the Tenant or its assets and, in the case of steps taken or any action or proceedings instituted by a third party, they are not set aside within twenty (20) days of the Tenant receiving notice thereof; or
(g)	intentionally deleted; or
(h)	intentionally deleted; or
(i)	intentionally deleted; or
(j)	the Tenant purports to make a Transfer, except in a manner permitted by this Lease; or
(k)	this Lease or any of the Tenant’s assets are taken under any writ of execution; or
(l)	re-entry is permitted under any other terms of this Lease.

then and in every such case, the Landlord, in addition to any other rights or remedies it has pursuant to this Lease or by law, has the immediate right of re-entry upon the Leased Premises and it may repossess the Leased Premises and enjoy them as of its former estate and may expel all persons and remove all property from the Leased Premises and such property may be removed and sold or disposed of by the Landlord as it deems advisable or may be stored in a public warehouse or elsewhere at the cost and for the account of the Tenant, all without service of notice or resort to legal process and without the Landlord being considered guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby.

Section 13.02 – Right to Re-let

If the Landlord elects to re-enter the Leased Premises as herein provided or it takes possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time without terminating this Lease, make such alterations and repairs as are necessary to re-let the Leased Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rent and upon such other terms, covenants and conditions as the Landlord in its sole discretion, acting reasonably, considers advisable. Upon each such re-letting, all rent received by the Landlord from such re-letting shall be applied, first, to the payment of any indebtedness other than Basic Rent or Additional Rent due hereunder from the Tenant to the Landlord; second, to the payment of any brokerage fees and legal fees and of costs of such alterations, repairs and re-letting; third, to the payment of Basic Rent and Additional Rent due and unpaid hereunder; and the residue, if any, shall be held by the Landlord and applied in payment of future rent as the same becomes due and payable hereunder. If such rent to be received from such re-letting during any month is less than that to be paid during that month by the Tenant hereunder, the Tenant shall pay any such deficiency which shall be calculated and paid monthly in advance on or before the first day of each and every month. No such re-entry or taking possession of the Leased Premises by the

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Landlord shall be construed as an election on its part to terminate this Lease unless a Notice of such intention is given to the Tenant. Notwithstanding any such re-letting without termination, the Landlord may at any time thereafter elect to terminate this Lease for such previous breach.

Section 13.03 – Termination

If the Landlord at any time terminates this Lease for any breach, in addition to any other remedies it may have, it may recover from the Tenant all damages it incurs by reason of such breach, including the cost of recovering the Leased Premises, legal fees (on a solicitor and his client basis) and including the worth at the time of such termination of the excess, if any, of the amount of Basic Rent, Additional Rent and charges equivalent to the Basic Rent, Additional Rent and other charges required to be paid pursuant to this Lease for the remainder of the stated Term over the then reasonable rental value of the Leased Premises for the remainder of the stated Term (such reasonable rental value to take into account all rents received by the Landlord as a result of its re-letting of the Leased Premises pursuant to Section 13.02), all of which amounts shall be immediately due and payable by the Tenant to the Landlord.

Section 13.04 – Accelerated Rent

In any of the events referred to in Section 13.01, in addition to any and all other rights available to the Landlord, the full amount of the current month’s installment of Basic Rent and of all Additional Rent for the current month, together with the next three (3) months installments of Basic Rent and of all Additional Rent for the next three (3) months, all of which shall be deemed to be accruing due on a day-to-day basis, shall immediately become due and payable as accelerated rent, and the Landlord may immediately distrain for the same, together with any arrears then unpaid.

Section 13.05 – Expenses

If legal action is brought for recovery of possession of the Leased Premises, for the recovery of Basic Rent or Additional Rent or any other amount due under the Lease, or because of the breach of any other terms, covenants or conditions herein contained on the part of the Tenant to be kept or performed, and such breach is established, the Tenant shall pay to the Landlord all reasonable expenses incurred therefor, including legal fees (on a solicitor and client basis).

Section 13.06 – Waiver of Exemption From Distress

The Tenant hereby agrees with the Landlord that notwithstanding anything contained in Section 30 of Chapter 236 of the Revised Statutes of Ontario, 1980, or any Statute subsequently passed to take the place of or amend the said Act, none of the good and chattels of the Tenant at any time during the continuance of the Term on the Leased Premises shall be exempt from levy by distress for Basic Rent or Additional Rent in arrears and the Tenant waives any such exemption. If any claim is made for such exemption by the Tenant or if a distress is made by the Landlord, 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.

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Section 13.07 – Landlord May Cure Tenant’s Default or Perform Tenant’s Covenants

Subject to any appeal or contest by the Tenant under which the Tenant is permitted hereunder to withhold or delay payment, if the Tenant fails to pay when due any amounts or charges required to be paid pursuant to this Lease, the Landlord after giving five (5) Business Days Notice to the Tenant may, but shall not be obligated to, pay all or any part of the same. If the Tenant is in default in the performance of any of its covenants or obligations hereunder (other than the payment of Basic Rent, Additional Rent or other sums required to be paid pursuant to this Lease), the Landlord may, but shall not be obligated to, from time to time after given the Tenant twenty (20) days (or such longer period of time as is reasonable in the circumstances or without notice in the case of an emergency). Notice of any such failure to perform and the Tenant within such period of twenty (20) days fails to commence diligently and, thereafter, to proceed diligently to cure any such failure, perform or cause to be performed any of such covenants or obligations, or any part thereof, and for such purpose may do such things as may be required, including, without limitation, entering upon the Leased Premises and doing such things upon or in respect of the Leased Premises or any part thereof as the Landlord reasonably considers requisite or necessary. All expenses incurred and expenditures made pursuant to this Section 13.07 including the Landlord’s overhead in connection therewith plus a sum equal to twenty-five percent (25%) thereof shall be paid by the Tenant as Additional Rent forthwith upon demand without duplication of charge of the Tenant under any other section of this Lease.

Section 13.08 – Additional Rent

If the Tenant is in default in the payment of any amounts or charges required to be paid pursuant to this Lease, they shall, if not paid when due, be collectible as Additional Rent forthwith on demand, but nothing herein contained is deemed to suspend or delay the payment of any amount of money at the time it becomes due and payable hereunder, or limit any other remedy of the Landlord. The Tenant agrees that the Landlord may, at its option, apply or allocate any sums received from or due to the Tenant against any amounts due and payable hereunder in such manner as the Landlord sees fit. All such moneys payable to the Landlord hereunder shall bear interest at a rate per annum which is five (5) percentage points in excess of the Bank Rate calculated on a daily basis from the time such sums become due until paid by the Tenant.

Section 13.09 – Remedies Generally

Mention in this Lease of any particular remedy of the Landlord in respect of the default by the Tenant does not preclude the Landlord from any other remedy in respect thereof, whether available at law or in equity or by statute or expressly provided in this Lease. No remedy shall be exclusive or dependent upon any other remedy, but the Landlord may from time to time exercise any one or more of such remedies generally or in combination, such remedies being cumulative and not alternative. In the event of a breach or threatened breach by the Tenant of any of the covenants, provisions or terms hereof, the Landlord shall have the right to invoke any remedy allowed at law or in equity (including injunction) as if re-entry and other remedies were not provided for herein.

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Section 13.10 – Holding Over

If the Tenant shall hold over after the original Term or any extended term hereof with the consent of the Landlord, such holding over shall be construed to be a tenancy from month to month only and shall have no greater effect, any custom, statute, law or ordinance to the contrary notwithstanding. Such month-to-month tenancy shall be governed by the terms and conditions hereof, notwithstanding any statutory provision or rule of law to the contrary. During any such period of holding over, if the Landlord objects thereto, the Tenant shall be required to pay the monthly Basic Rent payable during the month immediately preceding the expiration or termination of this Lease times two (2), plus all Additional Rent payable hereunder. The rights of the Landlord under this section shall be in addition to all other remedies available to the Landlord under this Lease or otherwise at law or in equity arising as a result of such holding over.

Section 13.11 – No Waiver

The failure of the Landlord to insist upon a strict performance of any of the covenants and provisions herein contained shall not be deemed a waiver of any rights or remedies that the Landlord may have and shall be deemed a waiver of any subsequent breach or default in the covenants and provisoes herein contained.

ARTICLE XIV

MISCELLANEOUS

Section 14.01 – Rules and Regulations

The Rules and Regulations adopted and promulgated by the Landlord from time to time acting reasonably including, without limitation, those set out in Schedule “C” attached, are hereby made a part of this Lease as if they were embodied herein, and the Tenant shall comply with and observe the same, provided that, with respect to any Rules and Regulations adopted and promulgated after the date hereof, they do not conflict with the terms and provisions of this Lease. The Rules and Regulations may differentiate between the different types of business in the Building, but the Rules and Regulations will be adopted and promulgated by the Landlord acting reasonably and in such manner as would a prudent landlord of a reasonably similar commercial development. Failure by the Tenant to keep and observe any of the Rules and Regulations now or from time to time in force constitutes a default under this Lease in such manner as if the same were contained herein as covenants. The Landlord reserves the right from time to time to amend or supplement the Rules and Regulations applicable to the Leased Premises or the Building as in the Landlord’s judgment acting reasonably are needed from time to time for the safety, case, cleanliness and more efficient operation of the Building or the Complex and for the preservation of good order therein, provided that, with respect to any Rules and Regulations adopted and promulgated after the date hereof, they do not conflict with the terms and provisions of this Lease. Notice of the Rules and Regulations and amendments and supplements, if any, shall be given to the Tenant and the Tenant shall thereupon comply with and observe all such Rules and Regulations, provided that no Rule or Regulation shall contradict any terms, covenants and conditions of this Lease.

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The Landlord is not responsible to the Tenant in the event of non-observance or violation of any of such Rules and Regulations or of the terms, covenants or conditions of any other lease of the premises in the Complex and is under no obligation to enforce any such Rules and Regulations or terms, covenants or conditions.

Section 14.02 – Deposit

The Landlord acknowledges receipt from the Tenant of the Deposit which shall be applied to the Basic Rent and Additional Rent first coming due hereunder.

Section 14.03 – Pest Control

At the Landlord’s option, the Landlord may enter into a service contract for the control and extermination of pests and vermin providing for regular inspections and spraying of the Leased Premises and other premises in the Complex in order to control pests and vermin in accordance with all applicable laws, by-laws, ordinances and regulations of any governmental or other authority having jurisdiction. The Landlord and the holder of such service contract from time to time shall have a right to enter the Leased Premises at all reasonable times for the purposes of performing such service contract in accordance with Article XI of this Lease. All costs incurred by the Landlord under such service contract shall be included in Operating Costs.

Section 14.04 – Obligations As Covenants

Each obligation or agreement of the Landlord or the Tenant expressed in this Lease, even though not expressed as a covenant, is considered to be a covenant for all purposes.

Section 14.05 – Amendments

This Lease shall not be modified or amended except by an instrument in writing of equal formality herewith and signed by the parties hereto or by their permitted successors or assigns.

Section 14.06 – Certificates

The following certificates shall be conclusive and binding upon the parties to this Lease in respect of any question of fact or opinion in dispute with respect to the matters stipulated (unless a manifest error can be demonstrated, the Tenant having the right of review referred to in Section 3.07(c)):

(a) a certificate procured by the Landlord from an independent architect, professional engineer, quantity surveyor or other individual qualified in the Landlord’s opinion, acting reasonably, as to the Rentable Area or the Useable Area of the Leased Premises, or the Total Complex Rentable Area, any question of fact concerning the completion of any construction or other work either by the Landlord or the Tenant, the extent to which the completion of any such work has been delayed by Unavoidable Delay, the time necessary to complete repairs, the allocation of insurance proceeds, whether the Complex or any part thereof is being kept in good repair, order and condition as required by this Lease, the determination or

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	allocation of any costs of utilities, the appropriateness of costs and expenses included in Operating Costs, HVAC Costs and Janitorial Costs, the allocation of Taxes to the Leased Premises, the cause of any destruction or damage, the extent to which rentable premises in the Complex are incapable of being used fro their intended purposes by reason of any destruction or damage;
(b)	a certificate procured by the Landlord from a licensed public accountant, who may be the Landlord’s auditor or employee, as to any question of fact or opinion concerning the computation of Taxes, Operating Costs, HVAC Costs and Janitorial Costs and the proper amount of any payment to the Landlord or the Tenant under this Lease; and
(c)	The Architect and any of the Landlord’s engineers, auditors, assessors, consultants and other similar parties acting under or in connection with this Lease will be, where required by law, qualified to practice in Ontario and their decisions or determinations will be governed by generally accepted practices and procedures standard to their profession or vocation, to the extent applicable.

Any certificate procured by the Landlord shall be prepared using generally accepted practices and procedures appropriate to such certificate.

Section 14.07 – Time

Time shall in all respects be of the essence of this Lease.

Section 14.08 – Successors and Assigns

This Lease and everything contained shall extend to and bind and ensure to the benefit of the Landlord and its successors and assigns and the Tenant and the Guarantor, if any, and their respective heirs, executors, administrators and permitted successors and assigns. No rights shall ensure to the benefit of any transferee unless the provisions of Article X hereof are complied with.

Section 14.09 – Governing Law

This Lease shall be construed and governed by the laws of the Province of Ontario.

Section 14.10 – Headings

The section numbers, article numbers, headings and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such paragraphs or articles of this Lease nor in any way affect this Lease.

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Section 14.11 – Entire Agreement

This Lease and schedules attached hereto and forming a part hereof and the Agreement to Lease set forth all the covenants, promises, agreements, conditions and understandings between the Landlord and the Tenant concerning the Leased Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them, other than as are herein and therein set forth; for greater certainty, the Tenant acknowledges that it has not entered into the Agreement to Lease or this Lease on the basis of any information contained in the promotional brochure for the Building. In the event of a conflict between the provisions of this Lease and the provisions of the Agreement to Lease, the provisions of this Lease shall prevail.

Section 14.12 – Severability

If any term, covenant or condition of this Lease or the application thereof to any person or circumstances shall to any extent be 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.

Section 14.13 – No Option

The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises and this Lease becomes effective as a lease only upon execution and delivery thereof by Landlord and Tenant.

Section 14.14 – Occupancy Permit

Provided further that notwithstanding the Commencement Date of the Lease as hereinbefore set out, the Tenant shall not be permitted to enter into possession of the Leased Premises until the Tenant has obtained, at its sole expense, an occupancy permit from the proper governmental authority. The Landlord in its sole discretion may waive this provision, provided further the Tenant agrees to use its best efforts to obtain same prior occupancy.

Section 14.15 – Place for Payments

All payments required to be made by the Tenant herein shall be made to the Landlord at the Landlord’s Address or to such agent or agents of the Landlord or at such other place as the Landlord shall hereafter from time to time direct by Notice.

Section 14.16 – Extended Meanings

The words “hereof”, “herein”, “hereunder” and similar expression used in any section or subsection of this Lease relate to the whole of this Lease and not to that section or subsection only, unless otherwise expressly provided. The use of the neuter singular pronoun to refer to the Landlord or the Tenant is deemed a proper reference, even though the Landlord or the Tenant is an individual, a partnership, a corporation or a group of two or more individuals, partnerships or corporations. The necessary grammatical changes required to make the provisions of this Lease apply to the plural sense where there is more than one Landlord or Tenant and to either

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corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though in each case fully expressed.

Section 14.17 – No Partnership Or Agency

The Landlord does not in any way or for any purpose become a partner of the Tenant in the conduct of its business or otherwise or a joint venture or a member of a joint enterprise with the Tenant, nor is the relationship of principal and agent created.

Section 14.18 – Unavoidable Delay

Notwithstanding anything to the contrary contained in this Lease, if either party hereto is bona fide delayed, or hindered in or prevented from the performance of, any term, covenant or act required hereunder by reason of Unavoidable Delay, then performance of such term, covenant or act is excused for the period of the delay and the party so delayed, hindered or prevented shall be entitled to perform such term, covenant and act within the appropriate time period after the expiration of the period of such delay. However, the provisions of this Section do no operate to excuse the Tenant from the prompt payment of Basic Rent, Additional Rent or any other payments required by this Lease.

Section 14.19 – Registration

(a) Neither the Tenant nor anyone on the Tenant’s behalf or claiming under the Tenant shall register this Lease or any assignment or sublease of this Lease or any document evidencing any interest of the Tenant in the Lease or the Leased Premises. Either party may register a document (a “Notice of Lease”) for the purpose only of giving notice of this Lease or of any permitted Transfer, provided that the Notice of Lease shall:

(i)	be prepared by the part who wishes to register it (or its solicitors) at such party’s expense;
(ii)	in the case of a Notice of Lease which the Tenant wishes to register, be approved by the Landlord prior to registration, such approval not to be unreasonably withheld; and
(iii)	only describe the parties, the Leased Premises, the Commencement Date, the expiration of the Term, any right to renew or extend the Term, any right to other space in the Building and any right to parking in the Parking Garage.

(b) All costs, expenses and taxes necessary to register or file the application to register notice of this Lease or of any permitted Transfer shall be the sole responsibility of the party wishing to effect registration, and such party will complete any necessary affidavits required for registration purposes.

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Section 14.20 – Joint and Several Liability

The liability to pay Rent and perform all other obligations under this Lease of each individual, corporation, group, partnership or business association signing this Lease or otherwise agreeing to be bound by the terms hereof and of each partner or member of any such group, partnership or business association, the partners or members of which are by law subject to personal liability (including, in any event, any person who ceases to be a partner or member or any person who becomes a partner or member, in each case following the execution of this Lease), shall be deemed to be joint and several.

Section 14.21 – Name of Complex

The Landlord may designate, change, alter or remove the name of the Complex or any part thereof at any time without requiring the Tenant’s consent thereto or incurring any liability to the Tenant thereby.

Any trade name or mark adopted by the Landlord for the Complex shall be used by the Tenant only in association with its business conducted in or from the Leased Premises and subject to such limitations, regulations and restrictions as the Landlord may from time to time impose on its use. The Tenant will not acquire any rights to or interest in any such trade name or mark and shall cease all use thereof upon ceasing to be a permitted occupant of the Leased Premises.

Section 14.22 – Changes in the Complex

This Lease shall affect only the Lands from time to time comprising the Building as designated by the Landlord and as such Lands may from time to time be altered, varied, diminished, enlarged or supplemented by the Landlord. The Tenant shall, at the request of the Landlord, enter into such further assurances, releases or other documents as may reasonably be required by the Landlord to give effect to such alteration, variation, diminution, enlargement or supplementation, provided such does not unreasonably affect access to, or the Tenant’s use and enjoyment of, the Leased Premises or the Tenant’s use and enjoyment of the Common Facilities.

Section 14.23 – Additional Provisions

(a) Whenever in this Lease the consent, approval, leave, designation, judgment, exercise of discretion (including, without limitation, the determination of any estimate to be made by the Landlord pursuant to the terms of this Lease), permission or similar decision is required of the Landlord or of the Tenant or their respective Architects, engineers, auditors, assessors, consultants and other similar consultants, except as otherwise specifically provided to the contrary and subject to any covenants or restrictions granted by the Landlord, acting in good faith and for valid business reasons, to the Mortgagee, other tenants or occupants or prospective tenants or occupants in the Complex, such consents, approvals, leaves, designations, judgments, exercises of discretion, permissions or decisions shall not be exercised or withheld unreasonably and such parties shall be bound to act reasonably and within such time

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limitations as are reasonable in all of the circumstances and subject to the specific provisions of this Lease.

(b) Where the Landlord itself performs work on the Tenant’s behalf pursuant to this Lease or provides services, including Utilities, to the Leased Premises, unless otherwise expressly provided herein, the Landlord’s charges will be on a comparable basis to the charges of others performing work or providing services of a similar nature and quality plus any other administrative or overhead charge agreed to by the parties or as otherwise provided for in this Lease.

ARTICLE XV

GUARANTEE

Section 15.01 – Guarantee of Performance

Intentionally deleted.

Section 15.02 – Further Assurances

Intentionally deleted.

     IN WITNESS WHEREOF the Landlord and the Tenant have executed this Lease.

LANDLORD:	STOCKTON & BUSH 2345 LIMITED
	Per:
	Name:	Gerry S. Gotfrit
	Title:	President
	I/We have authority to bind the corporation.
TENANT:	OSI Group Inc.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	I/We have authority to bind the corporation.

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SCHEDULE “A” – PLAN SHOWING LOCATION OF LEASED PREMISES

The Floor Plan is for identification purposes only and is not to be interpreted as being a representation or warranty on the part of the Landlord as to the exact location, configuration and layout.

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SCHEDULE “A” Page 1

The 4th Floor Premises

[Diagram not shown]

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SCHEDULE “A” Page 2

The 10th Floor Premises

[Diagram not shown]

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SCHEDULE “B” – LEGAL DESCRIPTION

Remainder of Parcel A-1, Section A-806, being part of Lot 1, Concession 1, East of Yonge Street and Part of Lot A, Plan 806, designated as Parts 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20, Plan 66R-16134, City of Toronto, Municipality of Metropolitan Toronto.

Land Titles Division of Metropolitan Toronto (No. 66).

TOGETHER WITH a right of way over Part of said Lot A, Plan 806 designated as Parts 2 and 3 on Plan 66R-15953 as set out in CT 462768.

TOGETHER WITH the following easements:

(a)	over the common elements of Metropolitan Toronto Condominium Plan No. 962;
(b)	over part of said Lot A, Plan 806 designated as Part 23 on Plan 66R-16134; and
(c)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 4 and 8 on Plan 66R-16134;

all as set out in D-248666.

SUBJECT TO the following easements in favor of the owner of part of Lot 1, Concession 1, East of Yonge Street and part of Lot A, Plan 806, City of Toronto, Municipality of Metropolitan Toronto, and being Parts 1, 2, 3, 4, 5, 6, 8, 21, 22 and 23 on Plan 66R-16134 (Metropolitan Toronto Condominium Plan No. 962):

(a)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 12, 14, 15 and 16 on Plan 66R-16134;
(b)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Part 13 or Plan 66R-16134;
(c)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 17, 18 and 19 on Plan 66R-16134;
(d)	over part of said Lot 1, Concession 1, East of Yonge Street designated as Part 11 on Plan 66R-16134;
(e)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;
(f)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;

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(g)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134; and
(h)	over part of said Lot 1, Concession 1, East of Yonge Street and part of said Lot A, Plan 806 designated as Parts 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 on Plan 66R-16134;

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SCHEDULE “C” – RULES AND REGULATIONS – OFFICE TENANT

1.	The sidewalks, hallways, entries, passages, elevators and staircase shall not be obstructed or used by the Tenant, his agents, servants, contractors, invitees or employees for any purpose other than ingress to and egress from the Leased Premises. The Landlord reserves entire control of all parts of the Complex employed for the common benefit of the tenants and, without restricting the generality of the foregoing, the sidewalks, entries, corridors and passage not within the Leased Premises, washrooms, lavatories, air-conditioning closets, fan rooms, janitors’ closets, electrical closets and other closets, stairs, elevator shafts, flues, stacks, pipe shafts and ducts, and shall have the right to place such signs and appliances therein as it may deem advisable, provided that ingress to and egress from the Leased Premises is not unduly impaired thereby.
2.	The Tenant, his agents, servants, contractors, invitees or employees, shall not bring in or take out, position, construct, install or move any safe, business machine or other heavy office equipment 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 and the use and design of planks, skids or platforms to distribute the weight thereof. All damages done to the Complex 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 equipment or furniture shall occur only between 6:00 o’clock p.m. and the following 8:00 o’clock a.m. or any other time consented to by the Landlord and the persons employed to move the same in and out of the Complex must be acceptable to the Landlord. Safes and other heavy equipment 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 Complex except through facilities and designated doors and at hours designated by the Landlord, acting reasonably and under the supervision of the Landlord, and the Tenant shall pay the reasonable expense in connection therewith.
3.	All persons entering and leaving the Complex at any time other than during normal business hours shall register in the books kept by the Landlord at or near the night entrance, and the Landlord will have the right to prevent any person from entering or leaving the Complex unless provided with a key or key-card to the Leased Premises to which such person seeks entrance, or a pass in a form to be approved by the Landlord. The Landlord shall be under no responsibility for failure to enforce this rule.
4.	In connection with any computer-accessed security system for after-hours operation which the Landlord may operate from time to time, such will result in personnel of the Tenant receiving a computer access key-card or being apprised of a personal combination for the purpose of access to the Building and/or the Leased Premises. An initial deposit may be required for the Tenant for each key-card and charges will be made for loss of or changes to key-cards. No one, other than the Landlord’s staff or security personnel, will have access to t outside entrance doors of the Building. The Landlord shall have absolute control respecting security of the Complex.

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5.	The Tenant shall advise the Landlord of the names of its personnel who are to be issued any such key-card or personal combination and of changes thereto forthwith. Should a key or key-card be lost, or should a personal combination come to the knowledge of any unauthorized person, the Tenant shall forthwith advise the Landlord. The Landlord shall not be required to open the entrance door to the Leased Premises for the purpose of permitting entry therein to any person not having a key or key-card that permits access to the Leased Premises. If guests or visitors of the Tenant require access to the Leased Premises after Business Hours, the Landlord may require that the Tenant come to the lobby and escort the guest or visitor directly to the premises. Tenant should advise the Landlord if the Leased Premises are to remain closed and unoccupied for a duration longer than five (5) days.
6.	The Tenant shall not place or cause to be placed any additional locks or locking devices upon any doors of the Leased Premises without the approval of the Landlord, and subject to any conditions imposed by the Landlord. Additional keys or key-cards must be obtained from the Landlord at the cost of the Tenant, and all keys or key-cards must be so keyed to integrate with the key or key-card systems of the Complex.
7.	The water closets and other water apparatus shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, ashes or other substances (other than such substances as the water closets and other water apparatus were intended to receive) shall be thrown therein and Tenants shall not let the water run unless it is in actual use. Any damage resulting from misuse shall be borne by the Tenant by whom or by whose agents, servants, or employees the same is caused.
8.	No one shall use the Leased Premises for sleeping apartments or residential purposes, or for the storage of personal effects or articles other than those required for business purposes.
9.	The Tenant shall permit window cleaners to clean the windows of the Leased Premises during normal business hours.
10.	Canvassing, soliciting and peddling in or about the Complex is prohibited.
11.	Any hand trucks, carry-alls, or similar appliances used in the Complex shall be equipped with rubber tires, side guards and such other safeguards as the Landlord shall require.
12.	No animals (other than trained guide-dogs accompanying the vision-impaired) or birds shall be brought into the Complex.
13.	The Tenant shall not install or permit the installation or use of any machine dispensing goods for sale in the Leased Premises or the Complex, or permit the delivery of any food or beverage to the Leased Premises without the approval of the Landlord or in contravention of any regulations fixed or to be fixed by the Landlord. Only persons authorized by the Landlord shall be permitted to deliver, or to use the elevators in the Complex for the purpose of delivering, food or beverages to the Leased Premises.

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14.	No noise caused by any instrument or other devise or otherwise which, in the opinion of the Landlord, may be calculated to disturb the other tenants of the Complex, shall be permitted.
15.	The Landlord will have the care of all heating and air-conditioning apparatus installed by it and give all information for the regulation of same.
16.	The Tenant, when closing the Leased Premises in the day or evening, shall see that all doors, windows and skylights are closed, thus avoiding possible damage from fire, storms, rain or freezing, and shall assist in the security of the Leased Premises and Complex.
17.	No Tenant shall do or permit anything to be done in or upon the Leased Premises, or bring or keep anything therein, which will in any way conflict with the laws relating to fire or with the regulations of the Fire Department or the Health Department, or with any of the rules or regulations of any governing authority having jurisdiction over the Complex.
18.	Each Tenant shall keep the Leased Premises in a good state of preservation and cleanliness and shall not suffer any accumulation of useless property or rubbish therein. No animals shall be kept in or about the Leased Premises.
19.	The Tenant shall not place or maintain any supplies, merchandise or other articles elsewhere than within the Leased Premises.
20.	The Tenant shall not place any debris, garbage, trash or refuse or permit the same to be placed or left in or upon any part of the Complex outside of the Leased Premises except areas designated for such purposes, and the Tenant shall not allow any undue accumulation of any debris, garbage, trash or refuse in the Leased Premises. If the Tenant is using perishable articles or generates wet garbage, the Tenant shall provide suitable storage facilities approved by the Landlord in writing.
21.	No flammable oils or other flammable, dangerous or explosive materials (save those approved in writing by the Landlord’s insurers), shall be kept or permitted to be kept in the Leased Premises which the Landlord’s insurers prohibit and, if not prohibited by the Landlord’s insurers, shall be kept in protective containers.
22.	The windows, glass doors and the lights that reflect or admit light into the halls or other places in the Complex, shall not be covered or obstructed, nor shall anything, whether books, packages, flowers pots or any other articles whatsoever, be placed upon or hung from the window sills and the radiation enclosures. The Tenant shall not interfere with or obstruct any perimeter heating, air-conditioning or ventilating units. The Tenant will cause all blinds on exterior windows to be lowered and closed during periods of direct sunlight to prevent heat gain in the Leased Premises.
23.	The Tenant shall give the Landlord prompt notice of any accident to or any defect in the plumbing, heating, air-conditioning, ventilating, mechanical or electrical apparatus or any other part of the Complex.

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24.	The parking of automobiles shall be subject to the charges and the reasonable regulations of the Landlord. The Landlord shall not be responsible for damage to or theft of any car, its accessories or contents, whether the same be the result of negligence or otherwise.
25.	If the Tenant desires any electrical or communications wiring, the Landlord reserves the right to direct qualified persons as to where and how the wires are to be introduced, and without such directions, no borings or cuttings for wires shall take place. No other wires or pipes of any kind shall be introduced without the prior written consent of the Landlord.
26.	The Tenant shall be entitled to have its name upon the directory board of the Complex and at one of the entrance doors to the Leased Premises, all at the Tenant’s expense, but the Landlord shall, in its sole discretion, design the style of such identification and allocate the space on the directory board for the Tenant.
27.	The Tenant shall not mark, drill into or in any way deface the walls, ceilings, partitions, floors, wood, stone, or iron work, or any other appurtenance to the Leased Premises.
28.	The Tenant shall permit the cleaning staff to clean the Leased Premises after Business Hours.
29.	The Tenant shall take care of the rugs and drapes (if any) and for purposes of security, efficiency and uniformity of housekeeping standards, any special cleaning, or shampooing required by the Tenant shall be performed by the Landlord’s cleaning contractor as an Additional Service unless otherwise authorized by the Landlord in writing.
30.	The Tenant shall permit the periodic closing of lanes, driveways and passages for the purpose of preserving the Landlord’s rights over such lanes, driveways and passages.
31.	The Tenant shall not place or permit to be placed any sign, advertisement, notice or other display on any part of the exterior of the Leased Premises or elsewhere if such sign, advertisement, notice or other display is visible from outside the Leased Premises without the prior written consent of the Landlord which may be arbitrarily withheld. The Tenant, upon request of the Landlord, shall immediately remove any sign, advertisement, notice or other display which the Tenant has placed or permitted to be placed which, in the opinion of the Landlord, is objectionable, and if the Tenant shall fail to do so, the Landlord may remove the same at the expense of the Tenant.
32.	The Landlord shall have the right to make such other and further reasonable rules and regulations and to alter the same as in its judgment may from time to time be necessary for the safety, care, cleanliness and appearance of the Leased Premises and the Complex, and for the preservation of good order therein, and the same shall be kept and observed by the tenants, their employees and servants. The Landlord also has the right to suspend or cancel any or all of these rules and regulations herein set out.
33.	No one shall attend to replacement of ceiling electric light bulbs, tubes or ballasts other than the Landlord. The replacement of same shall be effected at times convenient to the

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	Tenant. The expense for any such replacements is payable by the Tenant according to invoice from the Landlord.
34.	No bicycles or other vehicles shall be brought within the Building without the consent of the Landlord.
35.	No auction sales shall be allowed to take place in the Leased Premises.
36.	The Tenant shall not permit any cooking or the heating of foods or liquors, or the use of any electrical apparatus likely to cause an overloading of electrical circuits in the Leased Premises without the written consent of the Landlord.

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SCHEDULE “D” – STANDARD METHOD OF FLOOR MEASUREMENT

1. GENERAL

     A single-tenancy office floor means a full floor occupied by one tenant, and a multiple-tenancy office floor means a full floor occupied or to be occupied by more than one tenant.

     The horizontal boundaries of the rentable premises shall conform with those specified in Section 2 of this Schedule for the purpose of establishing the Rentable Area for single or multiple tenancy office floors or retail areas, as the case may be, and the vertical boundaries of the rentable premises shall consist of the upper surface of the concrete slab forming the floor, and the lower surface of the concrete slab forming the ceiling. The rentable premises shall not include Common Use Equipment and structural components and the areas which comprise stairwells (other than stairwells, if any, contained within the rentable premises, for the exclusive use of the occupant), elevator shafts, flues, stacks, pipe shafts and vertical ducts.

     No deductions shall be made for columns and projections within the Building.

2. RENTABLE AREA

     (a) Rentable Area of a Single-Tenancy Floor

     The Rentable Area and Useable Area of any premises situated on a single-tenancy office floor shall be the floor area expressed in square feet of a full floor, computed by measuring, in the case of outer building walls, from the inside surface of glass in such walls; but excluding from such area the areas of stairwells (other than those stairwells contained within the premises of a tenant, fro the exclusive use of such (tenant), elevator shafts, flues, stacks, pipe shafts and vertical ducts, together with their enclosing walls, measured to the centre line of such walls and, for greater certainty, without deduction for the elevator lobby, public corridors, if any, washrooms, electrical rooms, telephone rooms, janitorial rooms and air-conditioning and/or fan rooms serving only that floor.

     (b) Rentable Area of a Multiple-Tenancy Floor

     The Rentable Area of any premises situated on a multiple-tenancy office floor shall be the aggregate of the following, expressed in square feet:

          (i) the Useable Area, which means the floor area of such premises computed by measuring, in the case of outer building walls, from the inside surface of glass in such walls, and in the case of partitions separating such premises from corridors, from the corridor side of such partitions, and in the case of partitions separating such premises from adjoining rentable premises, from the centre line of such partitions, and in the case of any other abutting walls or partitions, from the centre line of such walks or partitions; and

          (ii) a Pro Rata Share (as hereinafter defined) of the floor area of those areas on such floor which are comprised of public corridors, elevated lobbies, washrooms, janitor closets, electrical closets, telephone, air-conditioning and fan rooms serving only the full floor in question, together with their enclosing walls measured to the centre line of such walls.

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Provided however, that for any premises situated on a multiple-tenancy floor of the Building, the Rentable Area of such premises shall be deemed to be equal to the product achieved, expressed in square feet, when the Useable Area of such premises is multiplied by 1.13183.

     (c) Pro Rata Share

     Pro Rata Share, for the purpose of determining the Rentable Area of any premises situated on a multiple-tenancy office floor, means the fraction (expressed as a percentage) obtained by dividing the Useable Area of such premises by the Useable Area of all premises on such multiple-tenancy office floor leased or available for lease; provided that such Pro Rata Share shall not exceed fifteen percent (15%) of the Useable Area of such premises.

     (d) Retail Areas

     The Useable Area and the Rentable Area of a tenant’s retail or other premises on the ground floor, or on the concourse or other mezzanine levels, is computed by measuring the floor area of the rentable premises to the outside finished surface of any wall or partition fronting on a lobby, public corridor or pedestrian walkway, to the centre line of demising partitions or walls that separate the Leased Premises from adjoining rentable space, to the outside surface of the curtain wall glass for premises on the ground floor, and to the inside finished surface of any other wall, excluding the area of any major vertical penetrations of the floor, and without deduction for a recessed entrance door or store front, or for those parts of columns projecting into the rentable premises, or for interior columns and other projections necessary to the Complex.

     (e) Total Complex Rentable Area

     The Rentable Area of the Complex is the sum of the Rentable Area of all areas of the Complex which are rented, or designated or intended by the Landlord to be rented or rentable, for office or retail purposes and, for greater certainty, includes the Rentable Area of all office space and retail space occupied by the Landlord for the purpose of carrying on its business generally in contrast to space that it occupies for the purpose of operating or managing the Complex; and, subject to the foregoing exclusion for certain space occupied by the Landlord, for the purpose of calculating the Total Complex Rentable Area, the Rentable Area of any office tenancy floor will be calculated as if it were a single-tenancy floor; but the Total Complex Rentable Area specifically excludes any Common Facilities other than Common Facilities located on office floors, any part of the Parking Garage or any storage areas located at or below grade in the Complex.

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SCHEDULE “E” – ACKNOWLEDGMENT OF COMMENCEMENT DATE

TO:	STOCKTON & BUSH 2345 LIMITED
	(the “Landlord”).
AND:

     The undersigned Tenant under a certain lease between the undersigned and the Landlord dated                                          (the “Lease”), hereby acknowledges and certifies to you that:

1.	The Commencement Date of the Lease was May 1, 2002.
2.	We have accepted possession of the Leased Premises pursuant to the terms of the Lease and are now in possession thereof.
3.	The Leased Premises have been erected and delivered in accordance with the terms of the Lease.
4.	The Leased Premises have been fixtured and our normal business operations are being conducted therein.
5.	There has been no violation of any of the terms of the Lease, there is no set-off of Rent or any other payment under the Lease, and none of the Rent reserved under the Lease has been prepaid.
6.	There is no violation of any of the terms of the Lease either on the part of the Landlord or the Tenant.
7.	The Lease is now in full force and effect in accordance with the terms, and there are no oral or written modifications, violations or alterations thereof.
8.	We have no knowledge of any assignment of the Lease.

DATED at                      the                      day of                      , 200     .

TENANT:	OSI GROUP INC.
	Per:
	Name:
	Title:
	Per:
	Name:
	Title:

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SCHEDULE “F” – SUPPLEMENTARY LEASE PROVISIONS

1. Extension of Term. If:

     (a) the Tenant is OSI Group Inc. or a Permitted Transferee (as that term is defined in Section 10.01 of this Lease) and is not in default under this Lease at either (i) the time of its exercise of its right to extend the Term as set forth below or (ii) the commencement of the Extended Term (as defined below); and

     (b) the Tenant gives the Landlord not less than six (6) months notice prior to the expiration of the Term (the “Notice of Extension”) of the Tenant’s intention to extend the Term;

then the Landlord will grant the Tenant the right to extend the Term for all (but not less than all) of the Leased Premises on an “as is” basis for one (1) further period of five (5) years (the “Extended Term”) commencing upon the expiration of the Term, and the Extended Term shall be on the same terms and conditions as are contained in this Lease except that:

          (i) there shall be no further right to extent the Term;

          (ii) the Basic Rent payable during each year of the Extended Term shall be equal to the Fair Market Rent, to be agreed upon between the Landlord and the Tenant not later than three (3) months prior to the commencement of the Extended Term or, failing agreement, determined by arbitration pursuant to the provisions of the Arbitration Act, 1991 (Ontario); and

          (iii) any fixturing period or requirement in this Lease on the Landlord’s part to do any work or to pay to the Tenant any construction allowance, inducement, loan or other amount in connection with this Lease or improvements installed in the Leased Premises or any rent-free period set out in this Lease shall not apply to the Extended Term.

     (c) In this Paragraph 1, the term “Fair Market Rent” means the rent charged for tenants for similar term for space comparable to the Leased Premises within the Building or other developments of similar age, size, and location in the immediate area taking into account the tenant inducements then being offered in the marketplace. For the purposes of determining Basic Rent and under Paragraph 1(b)(ii), Fair Market Rent shall be determined based upon the assumption that all improvements to the Leased Premises required to enable the Tenant to conduct business in the Leased Premises in accordance with the provisions of this Lease, including the Leasehold Improvements, have been constructed and installed in the Leased Premises as of the date of determination of Basic Rent.

2. Parking

     The Landlord shall make available to the Tenant throughout the Term one (1) reserved and twelve (12) unreserved parking spaces in the Parking Garage at the Landlord’s prevailing monthly rate from time to time.

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3. Restoration

     Notwithstanding anything to the contrary in this Lease, upon expiry or earlier termination of this Lease, the Tenant shall not be obligated to restore either or both the Leasehold Improvements and trade fixtures in existence at the date hereof, or any modifications thereto (but in this latter case, provided such modifications are approved in writing by the Landlord), to base Building or original condition. Subject to the foregoing and all other provisions of this Lease which do not conflict therewith (an example of another provision of this Lease which does not conflict therewith being the Tenant’s obligation to repair the Leased Premises throughout the Term), the Landlord agrees to accept the Leased Premises in the condition and configuration in which they are structured at the time of expiry or earlier termination of this Lease.

4. Tenant’s Access and HVAC Operation 24 x 7

     Subject to the Landlord’s security measures in force from time to time, the Tenant shall be granted access to the Leased Premises 24 hours per day, seven days per week. The Landlord shall operate the Building’s heating, ventilating and air-conditioning systems (the “HVAC Systems”) 24 hours per day, seven (7) days per week, provided that the Tenant shall pay to the Landlord its prevailing rate from time to time for use of the HVAC Systems during all hours other than 8:00 a.m. to 6:00 p.m. Monday to Friday, excluding statutory holidays in the Province of Ontario. The Landlord’s prevailing rate at the date of this Lease is Twenty-five Dollars ($25) per hour.

5. Electro-Magnetic Interference

     The Landlord warrants that to the best of its knowledge there has never been a problem with electro-magnetic interference in the Leased Premises.

6. Tenant’s First Right to Lease Premises Adjoining 4th Floor Premises

     (a) Subject to any rights in favor of third parties existing on the date hereof (including, without limitation, any right of extension or renewal in favor of the existing tenant of the premises referred to below), so long as the Tenant is OSI Group Inc. or Permitted Transferee (as that term is defined in Section 10.01 of this Lease) and is not in default of any of its covenants and/or obligations in this Lease, during the Term the Tenant shall have one-time right of first refusal to lease all (but not less than all) of the Rentable Area on the fourth floor of the Building outlined in red on the plan attached to this Lease as Schedule “H” when it becomes available for lease (such Rentable Area as becomes available for lease being hereinafter referred to as the “Offer Space”).

     (b) As and whenever Offer Space becomes available for lease, the Landlord shall give written notice thereof (a “Notice”) to the Tenant at the earliest reasonable opportunity. The Notice shall be deemed to be an offer (the “Landlord’s Offer”) from the Landlord to the Tenant to lease the Offer Space on the following terms and conditions:

          (i) the Basic Rent shall be equal to the Fair Market Rent; for the purpose aforesaid, the term “Fair Market Rent” means the base (or basic) rent (sometimes also known as “minimum rent”) charged to tenants for a similar term for space comparable to the Offer Space

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within the Building or other developments of similar age, size and location in the immediate area taking into account the tenant inducements then being offered in the marketplace; if the landlord and the Tenant are unable to agree upon the Fair Market Rent within fifteen (15) days of the Tenant’s acceptance of the Landlord’s Offer, it shall be determined by arbitration pursuant to the Arbitration Act, 1991 (Ontario);

          (ii) the term shall commence not later than one (1) month after the Tenant’s acceptance of the Landlord’s Offer and end at the end of the Term;

          (iii) the Tenant shall be entitled to parking spaces on account of the Offer Space on the basis of one (1) unreserved parking space for each 1,000 square feet of Rentable Area of the Offer Space or part thereof, the Tenant to pay for such parking spaces at the Landlord’s prevailing rate from time to time; and

          (iv) otherwise upon the terms and conditions set out in this Lease, applied mutatis mutandis, except that any fixturing period or requirement in this Lease on the Landlord’s part to do any work or to pay to the Tenant any construction allowance, inducement, loan or other amount in connection with this Lease or improvements installed in the Leased Premises or any rent-free period set out in this Lease shall not apply to the Offer Space.

     (c) The Tenant shall have five (5) business days next following the day upon which the Landlord give a Notice to the Tenant to give written notice to the Landlord accepting Landlord’s Offer. If within such five (5) business day period the Tenant fails to give written notice to the Landlord accepting the Landlord’s Offer, the Tenant’s aforesaid right of first refusal to lease the Offer Space shall thereupon end and be of no further force or effect and the Landlord shall be at liberty to lease the Offer Space to third parties without further notice to the Tenant.

     (d) If the Tenant leases the Offer Space pursuant to the foregoing provisions, the term “Leased Premises” shall be deemed to include the Offer Space from the first day of the term for such Offer Space.

     (e) The Tenant shall not have the right to assign the aforesaid right of first refusal to lease.

     (f) For the purpose aforesaid a “business day” is any day other than a Saturday, a Sunday or a statutory holiday in the Province of Ontario.

7. Tenant’s Option to Surrender 10th Floor Premises

     Notwithstanding anything contained in this Lease to the contrary, if the Tenant exercises its first right to lease pursuant to paragraph 6, above, and provided it gives the Landlord not less than sixty (60) days prior written notice, the Tenant shall be entitled to surrender the 10th Floor Premises to the Landlord.

8. All of Leased Premises Considered as One Space

     Without limiting any provision of this Lease, and only for the sake of clarity, the Tenant hereby acknowledges and agrees that this is
one (1) lease of both the 4th Floor Premises and the

69

10th Floor Premises, that the 4th Floor Premises and the 10th Floor Premises are not being leased separately (except to the extent that their respective commencement dates are different and notwithstanding they are not contiguous) and that any default by the Tenant under this Lease shall entitle the Landlord to all of its remedies with respect to both the 4th Floor Premises and the 10th Floor Premises. By way of example, and only for the sake of further clarity, if this Lease is terminated at any time during the Term (whether before or after July 1, 2006), the Tenant’s rights to both the 4th Floor Premises and the 10th Floor Premises shall be terminated thereby.

9. Landlord’s Condition re 10th Floor Premises

     Intentionally deleted

10. Letter of Credit

     The Landlord hereby acknowledges that the Tenant has provided to it an irrevocable demand letter of credit in favor of the Landlord in the principal amount of Forty-Four Thousand, Five Hundred Dollars ($44,500.00) and expiring February 10, 2003. The Tenant hereby acknowledges that it provided the said letter of credit to the Landlord in consideration of the Landlord waiving its financial condition relating to the Tenant contained in the Agreement to Lease (as that term is defined in Section 1.01(13) of this Lease), thereby making the Agreement to Lease binding on the Landlord. The said letter of credit shall be held by the Landlord as security for the payment of Rent. The Tenant’s obligations under the said letter of credit shall not cease upon the termination, Transfer, disclaimer or repudiation of this Lease, as a consequence of the default of the Tenant under this Lease, the insolvency or bankruptcy of the Tenant, the exercise of any rights which the Tenant may have upon the making of a proposal under the provisions of the Bankruptcy and Insolvency Act (Canada) (including, without limitation, any right to repudiate this Lease) or the exercise by a receiver or a trustee in bankruptcy of any right to disclaim this Lease.

     If the Tenant is in default of its monetary obligations under this Lease, and the Landlord has given any notice of default required by the Lease and the applicable cure period (if any) has passed, the Landlord shall be entitled to draw on the said letter of credit in the full amount of such monetary default. The proceeds of any such draw shall be applied by the Landlord on account of such monetary default.

     In the event of a conflict between the provisions of this Lease and the said letter of credit, the provisions of the said letter of credit shall prevail.

70

SCHEDULE “G” – RETAIL PROVISIONS

Intentionally deleted.

71

SCHEDULE “H” – PLAN SHOWING LOCATION OF RIGHT OF FIRST REFUSAL
PREMISES

The Floor Plan is for identification purposes only and is not to be interpreted as being a representation or warranty on the part of the Landlord as to the exact location, configuration and layout.

72

SCHEDULE “H”

RIGHT OF FIRST REFUSAL PREMISES

[Diagram not shown]

73

STORAGE LEASE – 2345 Yonge Street

     THIS AGREEMENT made as of the 1st day of January, 2005

BETWEEN

STOCKTON & BUSH 2345 LIMITED

(hereinafter referred to as the “Landlord”)

OF THE FIRST PART

-and-

Decima Research Inc.

(hereinafter referred to as the “Tenant”)

OF THE SECOND PART

     WHEREAS the Landlord and the Tenant have entered into a lease dated the date hereof, April 22, 2000 (hereinafter referred to as the “Lease”) pursuant to which the Landlord leased to the Tenant premises at 2345 Yonge Street, Toronto (the “Building”),

     AND WHEREAS the Tenant desires to lease certain storage premises within the storage areas within the Building.

     NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

1.	Demise – The Landlord hereby leases to the Tenant and the Tenant hereby accepts the lease from the Landlord of the storage premises having a rentable area of approximately 150 square feet.
2.	Term – The term (the “Storage Term”) of this Lease shall commence on January 1, 2005 and shall expire on April 30, 2012.
3.	Storage Rent – For the lease of the Storage Premises, the Tenant shall pay to the Landlord an annual rent (the “Storage Rent”) of $10.00 PER SQUARE FOOT to be paid in advance in equal monthly installments on the first day of each month during the Storage Term of $125.00 plus applicable goods and services tax.
4.	Use – The Tenant covenants (which covenant shall run with the Storage Premises fro the benefit of the balance of the Building) that it shall not cause, suffer or permit the Storage Premises to be used for any purpose whatsoever other than storage of those items permitted to be used on the Premises pursuant to the Lease.

1

5.	Operating Costs and Realty Taxes – The Tenant shall not be required to pay any Operating Costs or Realty Taxes (both as defined in the Lease) on account of the Storage Premises unless the use made by the Tenant of the Storage Premises or any improvement thereto results in the Operating Costs and/or Realty Taxes for the Building being increased. In the event of an increased as aforesaid, the Tenant shall pay such increase to the Landlord as Additional Rents (as defined in the Lease).
6.	Condition of Storage Premises – The Tenant accepts the Storage Premises in an “as is” condition and all maintenance and cleaning of the Storage Premises shall be the responsibility of the Tenant.
7.	Heating and Air-Conditioning – The Tenant acknowledges that the Landlord shall have no obligation in respect of heating or air-conditioning of the Storage Premises.
8.	Applicability of Lease –
	(a) All of the terms of the Lease shall apply to this lease of the Storage Premises, mutatis mutandix, except where they appear pursuant to the terms hereof to be inapplicable or in conflict with any other express provisions of this lease of the Storage Premises. Without limiting the generality of the foregoing, all obligations of the Tenant pursuant to the Lease, including obligations in respect of insurance and any other amounts payable by the Tenant pursuant to the Lease, shall be applicable mutatis mutandix to this lease of the Storage Premises. All terms used herein shall have the same meanings respectively as they have pursuant to the Lease to the extent to which the context permits.
	(b) All amounts payable by the Tenant pursuant to this lease of the Storage Premises shall also be payable pursuant to the Lease as Rent. A default by the Tenant under this lease of the Storage Premises shall also constitute a default under the Lease, and a default by the Tenant under the Lease shall also constitute a default under this lease of the Storage Premises, and the Landlord shall be entitled to all remedies in respect thereof to which the Landlord would be entitled pursuant to the Lease and to this lease of the Storage Premises and at law. If the Lease expires or is terminated, this lease shall thereupon automatically be deemed to be terminated.
9.	Relocation – The Landlord shall have the right to relocate the Storage Premises at any time on written notice to the Tenant. In relocating the Storage Premises, the Landlord need not relocate to premises of the same size and the Storage Rent shall be proportionately increased or decreased, depending upon whether the Storage Premises, as relocated, shall be larger or smaller than the Storage Premises originally leased pursuant hereto; provided that the relocated Storage Premises shall not be substantially larger than the Storage Premises originally leased pursuant hereto without the prior consent of the Tenant. Other than as aforesaid, this lease of the Storage Premises shall continue in accordance with its terms notwithstanding any such relocation.

2

10. Enurement – This lease of the Storage Premises shall enure to the benefit of, and be binding upon, the parties hereto and their respective heirs, executors, administrators, successors and assigns.

LANDLORD:	STOCKTON & BUSH 2345 LIMITED
	Per:
	Name:	Gerry S. Gotfrit
	Title:	President
	I/We have authority to bind the corporation.
TENANT:	DECIMA RESEARCH INC.
	By:
	Name:
	Title:
	By:
	Name:
	Title:
	I/We have authority to bind the corporation.

3

TERM SHEET
FOR LEASE OF PREMISES ON THE 4TH, 7TH AND 10TH FLOORS

Revised October 21, 2004

This term sheet is provided solely as a summary of the basic terms and conditions of a lease
agreement and amendment pertaining to the premises described herein. It is not intended to be
and should not be taken as a legal interpretation of the lease referenced herein. We strongly
recommend that each clause be read in its entirety prior to taking action in regard to the same.

LANDLORD:

Stockton & Bush 2345 Limited          (“Stockton & Bush”)

TENANT:

OSI Group Inc. (now Decima Inc. pursuant to articles of amendment dated January 31, 2003) (“Decima”)

LEASED PREMISES:

Parts of the 4th, 7th and 10th floors in the Building known municipally as 2345 Yonge Street, Toronto

RENTABLE AREA OF LEASED PREMISES:

From May 1, 2002 to July 31, 2003, the Rentable Area of the Leased Premises means the Rentable Area of the 4th Floor Premises, being approximately 5,931 square feet.

From August 1, 2003 to June 14, 2004, the Rentable Area of the Leased Premises means the aggregate Rentable Area of the 4th Floor Premises and the 10th Floor Premises, totaling approximately 8,931 square feet.

From June 15, 2004 to April 30, 2012, the Rentable Area of the Leased Premises means the aggregate Rentable Area of the 4th Floor Premises, the 7th Floor Premises and the 10th Floor Premises, totally approximately 15,317 square feet. (subs. 1.01(11))

Stockton & Bush will provide a measurement certificate confirming the Rentable Area of the Leased Premises. (s. 2.06)

TERM:

4th Floor Premises: Ten (10) years
7th Floor Premises: Seven (7) years ten (10) months and fifteen (15) days
10th Floor Premises: Eight (8) years and nine (9) months

COMMENCEMENT DATE:

4th Floor Premises: May 1, 2002
7th Floor Premises: June 15, 2004
10th Floor Premises: August 1, 2003

1

TERMINATION DATE:

April 30, 2012

OPTION TO EXTEND:

Decima has an option to extend the Term for all (but not less than all) of the Leased Premises for one (1) further period of five (5) years. To exercise this option the tenant must be OSI Group Inc. or a Permitted Transferee, must not be in default, and must give Stockton & Bush not less than six (6) months notice prior to the expiration of the Term. The extension shall be on the same terms and conditions as in the Lease except: there shall be no further right to extend the Term; the Basic Rent will be Fair Market Rent; there will be no fixturing period or rent free period; and any requirement on Stockton & Bush to do any work or pay any inducement will not apply in the Extended Term.
(Schedule “F”, s.1)

BASIC RENT:

Basic Rent is payable in advance, in equal monthly installments, on the first day of each month, as follows:

Period	Annual Rent		Monthly Installment		Rate per s.f.
May 1, 2002	$	74,137.50	$	6,178.13	$	12.50
to July 31, 2003
August 1, 2003	$	111,637.50	$	9,303.13	$	12.50
to June 30, 2004
July 1, 2004	$	155,387.50	$	12,948.96	$	12.50
to December 31, 2004
January 1, 2005	$	191,462.50	$	15,955.21	$	12.50
to June 30, 2006
July 1, 2006	$	229,755	$	19,146.25	$	15
to April 30, 2012

(subs. 1.01(10))

ADDITIONAL RENT FREE PERIOD:

Decima is not required to pay Taxes, Operating Costs, HVAC Costs, Janitorial Costs or Utilities Charges in relation to the 7th Floor Premises for the period from June 15, 2004 to June 30, 2004. Decima is not required to pay such costs in relation to 2,886 square feet of the 7th Floor Premises for the period from July 1, 2004 to December 31, 2004. (subs. 4(d) of the second lease amending agreement)

2

TAXES, OPERATING COSTS, HVAC COSTS AND JANITORIAL COSTS:

Decima is to pay the Tenant’s Proportionate Share of Taxes, Operating Costs, HVAC Costs and Janitorial Costs, as estimated from time to time by Stockton & Bush, in monthly installments in advance, as Additional Rent.

Within 120 days after the end of each estimated period, Stockton & Bush is to deliver a statement to Decima setting out the actual amounts incurred by Stockton & Bush in relation to these costs. An adjustment is to be made for any difference between the actual costs to Stockton & Bush and the amounts paid by Decima. Any overpayment owed to Decima is to be refunded within fifteen (15) days of delivery of Stockton & Bush’s statement. Any balance owed by Decima is to be paid to Stockton & Bush on demand.

Decima may, within six (6) months following the receipt by Decima of Stockton & Bush’s statement, review Stockton & Bush’s books and records relating to Taxes, Operating Costs, etc.

The Utilities Charge and the Proportionate Share of Taxes, Operating Costs, HVAC Costs and Janitorial Costs for the 2002 calendar year is estimated by Stockton & Bush to be $17.26 per square foot of Rentable Area. (s. 3.07)

UTILITIES CHARGE:

Decima is to pay the Utilities Charge allocated by Stockton & Bush to the Leased Premises. The same is payable in equal monthly installments in advance. Stockton & Bush is entitled to install check meters in the Leased Premises, at its option and at Decima’s expense. (s. 5.01)

SUBSTITUTION:

At any time, Stockton & Bush may substitute other premises in the Building for either or both the 4th Floor Premises and the 10th Floor Premises. If the Rentable Area of the New Premises is greater than the Old Premises, the Rentable Area shall be deemed not to have increased for the purposes of Decima’s monetary obligations under the Lease. If sufficient rental space is available in the Building, the New Premises shall be one contiguous space. (s. 4.03)

RIGHT OF FIRST REFUSAL:

Subject to any right in favor of third parties existing at the date of the Lease, Decima has a one-time right of first refusal to lease all (but not less than all) of the Rentable Area on the fourth floor of the Building, as further described in the Lease, when it becomes available. (Schedule “F”, subpara. 6(a))

SURRENDER OF 10TH FLOOR PREMISES:

If Decima exercise its right of first refusal to lease additional premises on the 4th floor, it may, upon not less than sixty (60) days notice, surrender the 10th Floor Premises. (Schedule “F”, s.7)

USE:

The Leased Premises may be used for general office purposes and purposes ancillary thereto. (s. 6.01)

3

MAINTENANCE AND REPAIRS:

Decima may not make any repairs, replacements, Leasehold Improvements or install trade fixtures in the Leased Premises without prior written approval of Stockton & Bush, such approval not to be unreasonably withheld or delayed. All such alterations must be made in accordance with the terms and conditions set out in s. 8.02 of the Lease. (s. 8.03)

REMOVAL AND RESTORATION BY TENANT:

All Leasehold Improvements will immediately become the property of Stockton & Bush upon affixation and may not be removed from the Leased Premises except in accordance with subparagraphs 8.08(a)(i) and (ii) of the Lease.

Notwithstanding anything to the contrary in the Lease, Decima will not be obligated to restore the Leasehold Improvements and trade fixtures to base building or original condition. Subject to other provisions of the Lease, Stockton & Bush will accept the Leased Premises in the condition and configuration so structured at the time of the termination of the Lease. (Schedule “F”, s. 3)

SIGNAGE:

Decima may install signage in the Leased Premises. Stockton & Bush’s approval is required if such signage is to be connected to the Building’s electrical system. Stockton & Bush will place identification signs on the outside of doors leading in the Leased Premises. Decima may not place any signage on any part of the Complex or in the Leased Premises for exterior view without the consent of Stockton & Bush, which consent may be unreasonably withheld. At the termination of the Lease, Decima must remove all signage and promptly repair all damage caused by any such installation and removal. Decima may, at its expense, have its name shown upon the Building’s directory board. (s. 8.11)

ASSIGNING AND SUBLETTING:

Decima will not Transfer the Lease or the Leased Premises without the prior written consent of Stockton & Bush, which consent may not be unreasonably withheld or delayed. Decima may Transfer the Leased of the Leased Premises to a Permitted Transferee without the consent of Stockton & Bush, but on prior written notice to Stockton & Bush. (s. 10.01)

STATUS STATEMENT:

Each party must provide to the other, within ten (10) days after the request therefor, a status statement certifying the items set out at s. 12.01 of the Lease.

REGISTRATION:

Decima, upon approval by Stockton & Bush, may register a notice of lease on title to the subject lands. (s. 14.19)

PARKING:

Stockton & Bush will make available to Decima throughout the Term, one (1) reserved and twelve (12) unreserved parking spaces in the Parking Garage at Stockton & Bush’s prevailing monthly rate. (Schedule “F”, s. 2)

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LETTER OF CREDIT:

Decima has provided a letter of credit to Stockton & Bush in the amount of $44,500, which expires February 10, 2003, to be held by Stockton & Bush as security for the payment of Rent. (Schedule “F”, s. 10)

LANDLORD’S WORK:

Stockton & Bush were to complete the following work in the 7th Floor Premises prior to June 15, 2004:

- paint to Decima’s specifications; and

- supply and install new carpet. (Half the cost of the carpet is to be amortized over the first two years of the Term for the 7th Floor Premises, to be paid by Decima in equal monthly installments.)

     (s. 3 of the second lease amending agreement)

5

EX-10.6.23

Exhibit 10.6.23

OFFICE LICENSE

This License is made as of the 1^st day of September, 2007

BETWEEN:

     DECIMA RESEARCH INC.

     (the “Licensor”),

of the first part;

     — and —

     WESTMOUNT DECISION SCIENCE INC.

     (the “Licensee”),

of the second part;

     WHEREAS the Licensor is the lessee of the premises known municipally as 2345 Yonge Street, Suite 405, Toronto, Ontario M4P 2E5 (the “Premises”);

     AND WHEREAS the Licensor has agreed to license to the Licensee the right to occupy two finished offices within the Premises (collectively, the “Offices”) located on the Premises as shown in Schedule A);

     NOW THEREFORE, this license witnesses that in consideration of the covenants and agreements contained in this license, the Licensor and Licensee agree as follows:

ARTICLE 1

LICENSE AND SERVICES

1.1	Definitions
	For the purposes of this Agreement, the following terns shall have the following meanings:
	“Common Facilities” means the areas, facilities and equipment on the Premises that are designated from time to time by the Licensor for the common use and enjoyment or benefit of the Licensor and the Licensee.
	“Services” means services listed in Schedule B, as amended from time to time by the Licensor and the Licensee.

 2 

1.2 Grant of License

     For a fee of $1,064 per month, payable monthly in advance, the Licensor licenses to the Licensee the Offices.

1.3 Services

     Each of the Licensor and the Licensee further agrees to provide its Services to the other at the rates set forth in Schedule B, payable monthly in arrears.

1.4 Common Facilities

     The Licensee shall have for itself and its officers and employees, the non-exclusive and non-transferable right of access over the Common Facilities.

ARTICLE 2

LICENSEE’S AGREEMENTS

2.1 Cancellation of Insurance

     The Licensee will not by its act or omission cause any policy of insurance relating to the Premises to be cancelled or the premium thereon increased or the Premises to be made uninsurable.

2.2 Licensee’s Insurance

     The Licensee will place and maintain or cause to be placed and maintained such insurance related to its property and personnel at the Premises as a prudent licensor of the Premises would carry, in such amounts and of such types as the Licensor, acting reasonably, may consider reasonable and as may be customary in similar business operations.

     Should the Licensee fail to maintain any of the insurance required pursuant to this Section 2.2 and should such default continue for three business days after notice to the Licensee, then in addition to any other rights and remedies, the Licensor may, but shall have no obligation to, elect to obtain the required insurance and the Licensee shall upon demand pay to the Licensor, the Licensor’s cost of obtaining such insurance.

     The Licensee hereby releases the Licensor from any and all liability arising from damage for which the Licensee is required to insure hereunder notwithstanding that such damage arises from the negligence of the Licensor or someone for whom the Licensor is in law responsible.

2.3 Licensee’s Repairs

     The Licensee will make good to the reasonable satisfaction of the Licensor all damage howsoever caused to the Premises by the Licensee or the Licensee’s officers, servants, employees, agents or invitees and, at the expiration or sooner determination of the license provided for herein, the Licensee will vacate and deliver up to the Licensor the Offices in as good a state of repair and condition (reasonable wear and tear excepted) as at the date hereof to the reasonable satisfaction of the Licensor having removed all of the Licensee’s property and goods therefrom.

 3 

2.4 Keep Clean

     The Licensee will keep the Offices clean and free of refuse and other obstructions and will comply with any laws governing the cleanliness of the Premises.

2.5 Nuisance

     The Licensee will not by its act or omission permit anything to occur in the Premises that is or results in a nuisance. The use of the Premises by the Licensee for the purposes permitted under this Agreement is deemed not to be a nuisance.

2.6 Comply With Laws

     Subject to the exceptions set out in this paragraph, the Licensee will promptly comply with the requirements of all laws at any time in force during the term of this Agreement that affect the condition and use of the Premises and with every applicable requirement of the Canadian Fire Underwriters’ Association or any body having similar functions or any fire or liability insurance company by which either the Licensor or the Licensee may be insured during such term. The Licensee is required to comply with such requirements only insofar as non-compliance may arise out of the specific use being made of the Offices by the Licensee and not if the Premises fail to comply with such requirements at the commencement of the term of this Agreement or if non-compliance with such requirements affect the Premises as a whole or arises out of some default in the performance of the requirements of the Licensor.

2.7 Use

     The Premises may be used by the Licensee solely for use as offices to carry on its market research and analytics business.

2.8 Assignment and Sublicensing

     The Licensee shall not assign or sublicense all or any part of its interest in the Offices or otherwise part with or share possession of the Offices.

2.9 Alterations

     The Licensee shall not make any alterations, additions or changes in or to the Offices.

2.10 Liability

     Unless such personal injury, death or property damage occurs as a result of the willful act or negligence of the Licensor or those for whom it is in law responsible, the Licensor will not be liable for any personal injury, death or property damage sustained by the Licensee or its officers, employees, agents or those doing business with it in the Licensed Area.

 4 

2.11 Compliance With Rules

     The Licensee will observe and conform to all rules and regulations laid down from time to time by the Licensor in connection with the proper management and use of the Offices and the Common Facilities.

2.12 Notice of Damage

     The Licensee shall promptly notify the Licensor of any accident, defect, damage or deficiency which occurs or exists in any part of the Offices and which come to the attention of the Licensee.

2.13 Entry To Inspect

     The Licensor and its representatives will be permitted to enter the Offices to inspect their condition and for the purpose of doing any work which the Licensor may wish to perform.

ARTICLE 3

TERMINATION

3.1 Termination on Notice

     The Licensor (Decima Inc.) may terminate this Agreement, including the license provided for herein, at any time upon delivery of 30 days’ prior written notice to the Licensee.

3.2 Termination On Default

     If any of the following shall occur:

(a)	the Licensee violates or fails to perform and observe any of the terms, covenants or conditions of this Agreement and fails to cure the default within 15 days after notice of such default is given by the Licensor;
(b)	the Licensee becomes insolvent, or is adjudged bankrupt, or requests a general extension of credit or any execution or attachment issues against it and is levied against its merchandise or assets;
(c)	the Licensee makes an assignment for the benefit of creditors, or gives a chattel mortgage or assignment or deed or conditional bill of sale or bill of sale conveying its merchandise or assets in bulk;
(d)	a receiver or receivers is appointed for the Licensee’s business and is not discharged within 30 days;
(e)	the Licensee permits any other person or persons, firm or corporation to transact the Licensee’s business in the Offices, other than as employees of the Licensee; or
(f)	the Licensee vacates or abandons the Offices,

 5 

then the Licensor shall have the right to terminate this Agreement, including the license provided for herein, immediately by written notice to the Licensee.

ARTICLE 4

GENERAL

4.1 Notice

     Notices or demands required or permitted to be given by this Agreement must be in writing and given by delivery or by facsimile to the parties at the following addresses, or to such other addresses as may from time to time be designated by the parties in writing. Any notice so given will be considered to have been given and received on the date of such delivery or transmission.

(a)	Licensor’s Address:
	2345 Yonge Street
	Toronto, ON M4P 2E5
(b)	Licensee’s Address:
	2345 Yonge Street
	Toronto, ON M4P 2E5

4.2 Benefit And Bind

     This Agreement is binding upon and enures to the benefit of the Licensor and the Licensee and their respective successors and assigns, provided that the Licensee may not assign this Agreement.

     The parties have executed this Agreement.

DECIMA RESEARCH INC.
Per:	\s\ illegible
	Name: Michel Lucas
	Title: Partner
WESTMOUNT DECISION SCIENCE INC.
Per:	\s\ illegible
	Name: Terry Sweeney
	Title: Director
Per:	\s\ illegible
	Name: David Pye
	Title: Director

SCHEDULE A

LOCATION OF OFFICES

[see attachment]

Two offices, approximately 130 sq ft. each, south west corner of Decima office suite 405.

SCHEDULE B

SERVICES

	Monthly		Estimated		Estimated
Services of Licensor	Rate		Usage		monthly cost
Admin and Acctg Support/hour	$	50.00		10	$	500
Computer Support/hour	$	65.00		5	$	325
Rent/sq ft	$	2.66		400	$	1,064
Office Insurance/sq ft	$	0.55		400	$	220
Furniture & Equipment Rental/# of employees	$	41.66		2	$	83
Internet Access/# of employees	$	18.61		3	$	56
Bell Canada Services/# of employees	$	50.00		3	$	150
Office Equipment Usage/# of sheets	$	0.09		400	$	36
Total					$	2,434
	Monthly		Estimated		Estimated
Services of Licensor	Rate		Usage		monthly cost
Angela Duvall Support/hour	$	40.00		10	$	400
Total					$	400

EX-21

Exhibit 21

Subsidiaries of Harris Interactive Inc.

Louis Harris & Associates, Inc.

Wirthlin Worldwide, LLC

Harris Interactive International, Inc.

GSBC Ohio Corporation

Harris Interactive Asia, LLC

The Wirthlin Group International, LLC

Wirthlin UK Limited

HI UK Holdings Limited

Romtec UK Limited

Teligen UK Limited

Harris Interactive UK Limited

Wirthlin Europe Limited

Harris Interactive SAS

Harris Interactive AG

2144798 Ontario Inc.

Harris/Decima, Inc.

Opinion Search Inc.

Harris Interactive Asia Limited

Marketshare Limited

Marketshare Pte. Ltd.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-31776, No. 333-31778, No. 333-49336, No. 333-69056, No. 333-72842, No. 333-121250, No. 333-135536, No. 333-147971, No. 333-147972, No. 333-147974 and No. 333-149831) and the Registration Statement on Form S-3 (No. 333-73778) of Harris Interactive Inc. of our report dated September 15, 2008, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Rochester, New York
September 15, 2008

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Gregory T. Novak, certify that:

1. I have reviewed this report on Form 10-K of Harris Interactive 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;

4. The registrant’s other certifying officer(s) 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 15d-15(f)) for the registrant and have:

(a) 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 report is being prepared;

(b) 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;

(c) 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

(d) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 (or persons performing the equivalent functions):

(a) 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

(b) 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: September 15, 2008	Signature:	/s/ GREGORY T. NOVAK
		Gregory T. Novak President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ronald E. Salluzzo, certify that:

1. I have reviewed this report on Form 10-K of Harris Interactive 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;

4. The registrant’s other certifying officer(s) 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 15d-15(f)) for the registrant and have:

(a) 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 report is being prepared;

(b) 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;

(c) 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

(d) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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(s) 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 (or persons performing the equivalent functions):

(a) 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

(b) 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: September 15, 2008	Signature:	/s/ RONALD E. SALLUZZO
		Ronald E. Salluzzo Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

EX-32.1

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

In connection with the Annual Report on Form 10-K of Harris Interactive Inc. (the “Company”) for the fiscal year ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory T. Novak, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Signature:	/s/ GREGORY T. NOVAK
	Gregory T. Novak President and Chief Executive Officer

Dated: September 15, 2008

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Harris Interactive Inc. (the “Company”) for the fiscal year ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald E. Salluzzo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Signature:	/s/ RONALD E. SALLUZZO
	Ronald E. Salluzzo Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Dated: September 15, 2008