DENVER PLACE RANCHER ENERGY CORP. OFFICE LEASE DENVER PLACE OFFICE LEASE I N D E X

General Lease Provisions-- 

LEASE DATE:	October 30, 2006
LANDLORD:	DENVER PLACE ASSOCIATES LIMITED
	PARTNERSHIP, a Delaware limited partnership
TENANT:	RANCHER ENERGY CORP., a Nevada corporation
LEASED PREMISES:
Suite Number:	1740
Floor:	Seventeenth (17th) floor, South Tower
Total Rentable Area
of the Leased Premises:	5,869 square feet of rentable area
LEASE TERM:
Commencement Date:	November 10, 2006*
Lease Period:	Sixty-Three (63) months
Lease Expiration:	February 9, 2012**

BASE RENT:
Months 1-3:		$	0.00 per annum / $0.00 per month
Months 4-12:		$	114,445.56 per annum / $9,537.13 per month
Months 13-36:		$	120,314.52 per annum / $10,026.21 per month
Months 37-48:		$	129,117.96 per annum / $10,759.83 per month
Months 49-63:		$	132,052.56 per annum / $11,004.38 per month

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Addendum
Exhibit A	Leased Premises Diagram
Exhibit A-1	Layout Plans (to be attached upon completion)
Exhibit A-2	Offer Space Diagram
Exhibit B	Rules and Regulations
Exhibit C	Lease Term Agreement
Exhibit D	Parking Agreement
Exhibit E	List of Landlord's Furniture
Exhibit E-1	Form of Bill of Sale

 

 

 

 

 

 

THIS ADDENDUM, made as of the 30th day of October, 2006, is between Amerimar Realty Management Co.-Colorado, as agent for DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and RANCHER ENERGY CORP., a Nevada corporation ("Tenant"). Landlord and Tenant have executed simultaneously with this Addendum that certain Denver Place Office Lease (the "Lease") pertaining to certain space in the building commonly known as Denver Place and located at 999 Eighteenth Street, Denver, Colorado. In the event of any conflict between the provisions of this Addendum and the provisions of the other portions of the lease, the provisions of this Addendum shall control. The capitalized terms used herein and not defined herein shall have the same meanings used in the other portions of the Lease. Landlord and Tenant hereby agree that the Lease is amended and supplemented as follows:

 

60.    TENANT IMPROVEMENTS.

60.01 Landlord shall, at its own cost and expense, in a good and workmanlike manner, cause the Leased Premises to be improved and completed in accordance with the plans and specifications (the “Final Layout Plans”) to be prepared by Lewis Himes Associates, incorporating the use of a reasonable quantity of Building standard materials and finishes and mutually agreed upon by Landlord and Tenant which shall be attached hereto as Exhibit A-1 upon completion and agreement (such work being herein called "Landlord's Work"). In the event Landlord and Tenant fail to mutually agree upon the Final Layout Plans on or before November 1, 2006 then either party may terminate this Lease upon delivery of written notice to the other party on or before November 1, 2006. Landlord reserves the right: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Final Layout Plans). Tenant shall on or before November 1, 2006 by notice to Landlord designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Leased Premises as Tenant’s representative respecting the matters which are the subject of this Article 60 and who, as between Landlord and Tenant, shall have the power to legally bind Tenant, in making requests for changes, giving approval of plans or work, giving directions to Landlord or the like, under this Article 60; and any notice or delivery given to such person personally or at his place of business shall have the same effect as a notice or delivery given to Tenant.

60.02 Landlord currently estimates that the Landlord’s Work can be completed to a level permitting Tenant’s occupancy on or before November 10, 2006 provided the Final Layout Plans are mutually agreed to by November 1, 2006. If Landlord shall, for any reason (including, without limitation, failure to complete the work, if any, required to be done by Landlord under this lease) fail to make available to Tenant possession of the Leased Premises on or before November 10, 2006 or any other date, Landlord shall not be subject to any liability for such failure nor for any failure to timely complete any work. Under such circumstances, Tenant’s obligations to pay Base Rent and Tenant’s Share of Operating Expenses shall not commence until the Commencement Date; and such failure to make available to Tenant possession of the Leased Premises on or before November 10, 2006 or any other date or to timely complete any work, shall not in any other way affect the validity or continuance of this Lease, nor the Term or the obligations of Tenant hereunder. Such deferral of rent shall be Tenant’s sole and exclusive right and remedy with respect to any such failure. There shall be no deferral of rent, however, if any such failure is caused in whole or part by any act or omission of Tenant, its agents, servants, employees or contractors, which has the effect of hindering or delaying Landlord's delivery of possession or the timely completion of any work to be done by Landlord (hereinafter a "Tenant Delay") including, without limitation, (a) any delay caused by failure to mutually agree upon the Final Layout Plans on or before November 1, 2006, (b) any delay which is caused by changes in the work to be performed by Landlord in readying the Leased Premises for Tenant's occupancy, (c) any delay, not caused by Landlord, in furnishing materials or procuring labor required to be furnished or procured for the completion of the Leased Premises, or (d) any delay which is caused by any failure by Tenant, without regard to any grace period applicable thereto, promptly to furnish to Landlord any required information, approval or consent or caused by any good faith reluctance on the part of Landlord to approve any information required to be submitted by Tenant and approved by Landlord, or (e) any delay which is caused by the performance of any work or activity in the Leased Premises by Tenant or any of its employees, agents or contractors, including but not limited to any of the Tenant Installations (hereinafter defined). The time for Landlord’s completion of Landlord’s Work will be extended on a day-by-day basis for each day of delay attributable to a Tenant Delay. Tenant also shall pay to Landlord, within 10 days after receipt of demand made from time to time, a sum equal to any additional cost to Landlord in completing the Leased Premises resulting from any Tenant Delay.

60.03 Landlord and Tenant acknowledge that the Leased Premises may be available for occupancy and therefore the Commencement Date may occur prior to the completion of Landlord’s Work. In the event Tenant occupies the Leased Premises prior to completion of Landlord’s Work, Tenant agrees to permit Landlord and its contractor, subcontractor and employees to access the Leased Premises at all times, and without further notice, to complete the Landlord’s Work, Landlord agrees to use all reasonable efforts to minimize interference with Tenant’s use of the Leased Premises and operation of its business during completion of Landlord’s Work, but Tenant confirms its understanding and agreement that completion of the Landlord’s Work may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. In the event the Leased Premises are available for Tenant’s occupancy prior to November 10, 2006, Tenant shall, at its election, be permitted to occupy the Leased Premises subject to all the terms and provisions of this Lease; provided, however, Tenant shall not be obligated to pay Base Rent for that period of time occurring from the date the Leased Premises are ready for occupancy up to November 10, 2006.

60.04 Within fifteen (15) days after the Landlord’s Work is completed, Landlord and Tenant shall prepare a mutually agreed-upon list (“LW Punch List”) of items of the Landlord’s Work that need to be corrected or repaired. Landlord agrees to cause the items set forth in the LW Punch List to be corrected or repaired within thirty (30) days after the date the LW Punch List is prepared. As used in this Section 60.04, “LW Punch List” items means minor details of construction or decoration that do not interfere with the Tenant’s use and enjoyment of the Leased Premises.

61.01 Upon and subject to all the terms and conditions set forth in this Article 61, Landlord hereby grants to Tenant a right of first offer (the "Right of First Offer") covering that office space located upon the seventeenth (17th) floor of the Building, consisting of approximately 3,000 square feet of rentable area and which is depicted on Exhibit A-2 attached hereto (the "Offer Space"). The Right of First Offer shall be on the following terms and conditions:

(a) If Landlord shall desire to lease all or any portion of the Offer Space, as evidenced by the initiation of formal negotiations with or the issuance of a proposal to a third party by or on behalf of Landlord covering any portion of the Offer Space, or Landlord's acceptance of a proposal from a third party which will have an anticipated occupancy date occurring within the first thirty-six (36) months of the Term of this Lease, Landlord shall first offer to lease such part of the Offer Space (the "Designated Offer Space") to Tenant, by giving written notice to Tenant. Such notice shall specify the date on which the Designated Offer Space is expected to be available for Tenant's lease (the "Scheduled Designated Offer Space Commencement Date"). Within seven (7) days after Landlord gives Tenant such notice, Tenant shall, by written notice to Landlord (the "Offer Notice"), elect or decline to exercise it Right of First Offer. If Tenant fails to deliver the Offer Notice to Landlord within such period of seven (7) days, Tenant shall be deemed to have declined to exercise its Right of First Offer. If Tenant declines or is deemed to have declined to exercise its Right of First Offer, Landlord thereafter shall have the right to lease such Designated Offer Space to any party upon such terms and conditions and for such period or successive period of time as Landlord, in its sole discretion, shall determine. Notwithstanding the foregoing, Tenant shall have no right to exercise the Right of First Offer (and, at Landlord's option, any previous exercise of the Right of First Offer shall be null and void) if at the time Tenant first attempts to exercise the Right of First Offer, or at any time thereafter until the Designated Offer Space has been added to the Leased Premises, Tenant is in default under this Lease. The Right of First Offer shall be subject and subordinate to any renewal, expansion and/or similar rights granted to any tenant of the Building prior to the date of this Lease or granted to any tenant leasing any Designated Offer Space after the Tenant declines or is deemed to have declined to exercise its Right of First Offer. The Right of First Offer shall terminate in any event, upon the last day of the thirty-sixth (36th) month of the Term.

(b) In the event Tenant exercises the Right of First Offer, Tenant shall deliver to Landlord the Tenant's proposed layout plans and specifications for such Designated Offer Space (the “DOS Layout Plans”) within ten (10) business days after delivery of the Offer Notice. The DOS Layout Plans shall provide for a level of improvements comparable to the level of the Landlord’s Work, shall provide for the use of a reasonable quantity of Building standard materials and finishes, and shall be subject to Landlord’s approval. Upon the Offer Notice being given and within such time as Landlord reasonably determines is necessary to complete such Designated Offer Space for occupancy, Landlord shall cause such Designated Offer Space to be improved and completed in a manner consistent with the approved DOS Layout Plans (the "Designated Offer Space Improvements"). Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the Designated Offer Space Improvements and Tenant confirms its understanding that completion of the Designated Offer Space Improvements may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. The "Commencement Date" with respect to the Designated Offer Space ("Designated Offer Space Commencement Date") shall be deemed to be that date which is the later of the Scheduled Designated Offer Space Commencement Date or the first business day after the substantial completion of the Designated Offer Space Improvements.

(c) Landlord shall afford Tenant and its employees and agents (each herein referred to as a "Tenant Party" and collectively the "Tenant Parties") access to the Designed Offer Space at reasonable times prior to the occupancy of the Designed Offer Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the Designed Offer Space Improvements. Tenant shall advise Landlord promptly of any objection to the construction of the Designed Offer Space Improvements. Within fifteen (15) days after the Designed Offer Space Improvements are completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS Punch List") of items of the Designed Offer Space Improvements that need to be corrected or repaired. Landlord agrees to cause the items set forth in the DOS Punch List to be corrected or repaired within thirty (30) days after the date the DOS Punch List is prepared. As used in this subsection 61.01(c), "DOS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and enjoyment of the Desiganted Offer Space.

(d) The Designated Offer Space shall be added to the Leased Premises, for all purposes, as of the Designated Offer Space Commencement Date for the balance of the Term of this Lease and subject to and upon the following economic terms and all of the other terms, covenants and conditions of this Lease, except that:

(i) in the event the Designated Offer Space Commencement Date occurs during the first nine (9) months of the Term of this Lease, Base Rent for the Designated Offer Space shall be at the same rate payable by Tenant for the Leased Premises on a per rentable square foot basis. For example purposes, if Tenant delivers its Offer Notice to Landlord on January 1, 2007 concerning the Designated Offer Space consisting of 3,000 square feet of rentable area with a Designated Offer Space Commencement Date of the first day of the seventh (7th) month of the Term, the annual Base Rent for such Designated Offer Space shall be (w) $58,500.00 during the seventh (7th) through the twelfth (12th) month of the Term (based on a rate of $19.50 per r.s.f. per annum); (x) $61,500.00 during the thirteenth (13th) through the thirty-sixth (36th) month of the Term (based on a rate of $20.50 per r.s.f. per annum), (y) $66,000.00 during the thirty-seventh (37th) through the forty-eighth (48th) month of the Term (based on a rate of $22.00 per r.s.f. per annum), and (z) $67,500.00 during the forty-ninth (49th) through the sixty-third (63rd) month of the Term (based on a rate of $22.50 per r.s.f. per annum).

(ii) in the event the Designated Offer Space Commencement Date occurs after the expiration of the ninth (9^th) month of the Term of this Lease, the Base rent shall be at the “Designated Offer Space Fair Market Rental Rate” or “DOS FMRR” as defined in subsection 61.01(e) below.

(iii) Landlord shall make available to Tenant and Tenant shall have the non-assignable option to rent from Operator (hereinafter defined) one (1) unreserved parking space located within the Parking Garage (hereinafter defined) for every 1,000 square feet of rentable area contained in the Designated Offer Space at the monthly rate posted from time to time by the Operator and otherwise subject to the terms of the Parking Agreement attached hereto as Exhibit D (the “Parking Agreement”). Tenant must exercise its option to rent any additional parking spaces within thirty (30) days after the Designated Offer Space Commencement Date.

(iv) Tenant's Proportionate Share shall be increased to a new percentage, calculated in accordance with the provisions of the Lease by increasing the rentable area of the Leased Premises by the number of square feet comprising the rentable area of such Designated Offer Space. Tenant's obligation to pay Base Rent and the additional rent calculated pursuant to the Lease for the Designated Offer Space shall commence on the Designated Offer Space Commencement Date. Upon addition of the Designated Offer Space to the Leased Premises, the Lease shall be deemed modified in the manner set forth above without the necessity of any further agreement or document; provided, however, Landlord and Tenant agree to execute, acknowledge and deliver an instrument evidencing such modification of the Lease to be prepared by Landlord.

(e) Designated Offer Space Fair Market Rental Rate.

(i) For the purposes of this subsection 61.01(e), the term "Designated Offer Space Fair Market Rental Rate" or "DOSFMRR" for the Designated Offer Space added to the Leased Premises pursuant to the terms of Section 61.01 shall mean an amount per square foot of the rentable area of the Designated Space, reasonably determined by Landlord by reference to the market for comparable space (including the extent and condition of the build-out) in similar and comparable office buildings located in the downtown Denver central business district, that a willing landlord would offer and a willing tenant would accept in an arms length transaction for the lease of such office space

[A] commencing on the Designated Offer Space Commencement Date,

[B] providing for no free rent, a tenant finish allowance equal to the cost of completing the Designated Offer Space Improvements plus the value of the tenant improvements in place upon the Designated Offer Space prior to construction of the Designated Offer Space Improvements to a prospective tenant, and

[C] otherwise on all of the terms and conditions of this Lease, including the Tenant's obligation to pay Additional Rent in accordance with the provisions of Article 54 using the Landlord's Operating Expense Contribution defined in subsection 54.02(c).

(ii) Landlord shall deliver to Tenant its proposed DOSFMRR within thirty (30) days after Landlord's receipt of the Offer Notice. Landlord and Tenant shall use reasonable good faith efforts to mutually agree upon the DOSFMRR within sixty (60) days after Landlord's receipt of the Offer Notice.

(iii) In the event Landlord and Tenant cannot agree upon the DOSFMRR within the sixty (60) day period described in subsection 61.01(e)(iii) the DOSFMRR shall be determined by appraisal, said appraisal shall be conducted in accordance with the following procedures:

[A] Within twenty (20) days after receipt of a notice to appraise given by either party, Landlord and Tenant shall each select a real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers, and who shall have at least five (5) years appraisal experience with respect to commercial and office rental properties in the central business district of Denver, Colorado. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the DOSFMRR. If two appraisers are appointed, they shall have thirty (30) days from the date the second appraiser is appointed (the "30-day Appraisal Period") within which to agree upon the DOSFMRR. The appraiser(s) shall be advised that the determination of the DOSFMRR shall be governed by the definitions of same set forth in this Lease. The determination by the two appraisers of the DOSFMRR shall be binding on Landlord and Tenant.

[B] If the two appraisers appointed by the parties hereto are unable to agree upon the DOSFMRR within the 30-day Appraisal Period, then said appraisers shall attempt, within ten (10) days after the expiration of the 30-day Appraisal Period, to select a third appraiser (the "Third Appraiser"). If the first two appraisers are unable to agree on the Third Appraiser within the ten (10) day period prescribed in the immediately preceding sentence, either Landlord or Tenant, by giving ten (10) days notice to the other party hereto, shall request that the presiding judge of the District Court for the City and County of Denver, State of Colorado select the Third Appraiser. The Third Appraiser, however selected, shall meet the qualifications set forth in subsection 61.01(e)(iii)[A] above, and shall be a person who has not previously acted in any capacity for either Landlord or Tenant.

[C] On or before the tenth (10th) day after the Third Appraiser is appointed or selected, the first two appraisers shall each simultaneously submit in sealed envelopes his/her opinion of the fair market base rent at issue, together with any written arguments or data in support of said opinion(s), to the Third Appraiser. Within thirty (30) days after he/she is appointed or selected, the Third Appraiser shall determine the DOSFMRR by selecting one of the opinions submitted by the first two appraisers. The selection of the Third Appraiser shall be binding on Landlord and Tenant.

(iv) Each party hereto shall pay the fees and expenses of the appraiser selected by such party, and the fees and expenses of the Third Appraiser shall be borne equally by Landlord and Tenant.

62.01 Contiguous Available Space. Landlord hereby grants Tenant a one-time option (the "Right to Expand Leased Premises"), exercisable only during that time period commencing the first day of the twenty-fourth (24^th) month of the Term and ending on the last day of the thirty-sixth (36^th) month of the Term (such time period being referred to herein as the “Additional Space Time Period”) expand the rentable area of the Leased Premises pursuant to this Article 62. At any time during the Additional Space Time Period, Tenant may notify Landlord in writing (the “Expansion Request”) of Tenant’s desire to expand the Leased Premises to a rentable area of not less than the greater of 9,000 square feet or 3,000 square feet greater than the rentable area of the Leased Premises at the time of Tenant’s delivery of the Expansion Notice and not greater than 12,382 square feet. Tenant’s Expansion Notice shall specify the total rentable area of the Leased Premises desired by Tenant and specifying the date (the “Expansion Date") by which Tenant wishes to expand the area of the Leased Premises (provided, however, that Tenant may not specify an Expansion Date which occurs less than one hundred eighty (180) days nor more than two hundred forty (240) days after the date of the delivery of the Expansion Request to Landlord). If no Expansion Date is specified in the Expansion Request, then Tenant shall be deemed to have specified as the Expansion Date whatever date occurs exactly one hundred eighty (180) days after the date the Expansion Request is received by Landlord. Within ten (10) business days after Landlord's receipt of the Expansion Request Landlord shall attempt to locate available office space ("Available Space") on the seventeenth (17^th) floor of the Building contiguous to the Leased Premises to accommodate the Expansion Request. If, at the time Landlord receives the Expansion Request, there is Available Space located on the seventeenth (17^th) floor of the Building contiguous to the Leased Premises (and which is and will continue to be available, and which have not been leased, promised or optioned to anyone else on or subsequent to the Expansion Date designated in the Expansion Request), then Landlord shall, within ten (10) business days after Landlord receives the Expansion Request, deliver to Tenant a written description (a "Contiguous Space Proposal") identifying the Available Space (the "Contiguous Available Space"). Tenant shall thereupon have five (5) business days to elect, by written notice to Landlord (the "Contiguous Space Acceptance"), to exercise Tenant's Right to Expand the Leased Premises with respect to the Contiguous Additional Space identified in the Contiguous Space Proposal. If Tenant fails to notify Landlord in writing, within five (5) business days after the Contiguous Space Proposal is delivered to Tenant, that Tenant has elected to exercise its Right to Expand the Leased Premises with respect to the Contiguous Additional Space, then Tenant shall be deemed to have irrevocably declined to exercise its right and the right granted to Tenant in this Article 62 shall terminate and be deemed null, void and of no further effect. However, if instead Tenant timely notifies Landlord in writing of Tenant's willingness to accept and lease that particular Contiguous Additional Space commencing upon the Expansion Date properly specified in the Expansion Request, then Tenant shall be deemed to have exercised its Right to Expand the Leased Premises with respect to the Contiguous Additional Space. In the event Tenant exercises its Right to Expand the Leased Premises with respect to the Contiguous Additional Space, the following provisions shall apply:

(a) Contiguous Additional Space Preliminary Information and Plans. Landlord shall deliver to Tenant no later than five (5) business days after Landlord's receipt of the Contiguous Space Acceptance for use by Tenant, such plan or plans and other information with respect to the Contiguous Additional Space and the Building as Tenant may reasonably require for proper and expeditious preparation of Tenant's space plans.

(b) Improvement of Contiguous Additional Space.

(i) Tenant's CAS Layout Plans. Tenant shall prepare and deliver to Landlord not later than twenty (20) days after delivery of the Contiguous Space Acceptance one mylar and two black line prints of complete and final architectural working drawings (which shall be 1/8" scale), three copies of all specifications and two non-copyrighted CADD disks (collectively referred to as the "CAS Layout Plans"), prepared by an architect or space planner selected by Tenant and reasonably acceptable to Landlord providing for Tenant's proposed layout for the construction and finishing of improvements to the Contiguous Additional Space for Tenant's occupancy. Tenant's CAS Layout Plans shall (i) include the layout of Tenant's furniture, fixtures and equipment, (ii) include electrical and heat specifications for all of Tenant's fixtures and equipment, (iii) be signed and sealed by an architect licensed by and registered in the State of Colorado ("Tenant's Architect"), and (iv) conform to all applicable laws and requirements of public authorities and insurance underwriters' requirements. Tenant's CAS Layout Plans shall be subject to Landlord's review and written approval, which approval shall not be unreasonably withheld or delayed (and may be disapproved by Landlord only in the event that the proposed Tenant's CAS Layout Plans violate any governmental regulations; adversely affect the Building's structure, electric, or mechanical systems (in Landlord's sole opinion with respect to adverse affect on electric and mechanical systems); intrude on the Building's Common Area; or are visible from the Building's Common Area), and such plans shall be deemed modified to take account of any changes reasonably required by Landlord and approved by Tenant (which approval shall not be unreasonably withheld or delayed). Landlord shall notify Tenant whether or not Tenant's CAS Layout Plans are approved within five (5) business days after their delivery to Landlord, provided that Tenant's CAS Layout Plans shall be deemed to be approved by Landlord unless Landlord shall have notified Tenant in writing to the contrary within five (5) business days of their receipt by Landlord stating the reason for disapproval of such Tenant's CAS Layout Plans. Tenant's CAS Layout Plans as approved by Landlord and with the aforesaid modifications, if any, are herein called the "Final CAS Layout Plans". Concurrently with delivery of Tenant's CAS Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Contiguous Additional Space as Tenant's representa-tive respecting the matters which are the subject of this Section 62.01 and who, as between Landlord and Tenant, shall have the power to legally bind Tenant, in making requests for changes, giving approval of plans or work, giving directions to Landlord or the like, under this Section 62.01; and any notice or delivery given to such person personally or at his place of business shall have the same effect as a notice or delivery given to Tenant.

(ii) CAS Engineering Plans. Landlord shall direct its engineers to prepare at Tenant's expense and, not later than fifteen (15) business days after approval or deemed approval by Landlord of the Final CAS Layout Plans, shall deliver to Tenant mechanical, electrical and fire protection engineering drawings and specifications ("CAS Engineering Plans"), based on the Final CAS Layout Plans (and such pertinent additional information as shall have been submitted by Tenant with Tenant's CAS Layout Plans or as requested by Landlord), as may be required to complete the Contiguous Additional Premises in accordance with the Final CAS Layout Plans. As soon as reasonably possible, and in any event within five (5) days after submission to Tenant by Landlord of the CAS Engineering Plans, Tenant shall give its written approval thereof if they are in substantial conformity with or a direct extension of the Final CAS Layout Plans, otherwise such approval shall not be unreasonably withheld; however, the CAS Engineering Plans shall be deemed to have been approved by Tenant unless Tenant shall have notified Landlord in writing to the contrary within five (5) days of their receipt by Tenant, stating in which respects such plans fail to conform with the Final CAS Layout Plans. The CAS Engineering Plans shall be deemed to have been approved by Tenant if they are returned by Tenant with specified changes noted and such changes are made, whether or not approval is thereafter specifically noted on the CAS Engineering Plans so changed.

(iii) Completion by Landlord. On or before the date ("Scheduled CAS Commencement Date") which occurs ninety (90) days after the later of [A] the date the CAS Engineering Plans are completed and [B] the date the Contiguous Additional Space is available for commencement of the CAS Tenant Work (hereinafter defined), Landlord shall, in a good and workmanlike manner, cause the Contiguous Additional Space to be improved and completed in accordance with the CAS Final Layout Plans and the CAS Engineering Plans (herein referred to together with architectural and engineering services as the "CAS Tenant Work") (such plans are hereinafter together called the "CAS Tenant Construction Plans"). Landlord reserves the right however: [A] to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and [B] to make changes necessitated by conditions met in the course of construction. All CAS Tenant Work shall be furnished, installed and performed by Landlord for an amount (hereinafter called the "CAS Tenant Costs") equal to Landlord's out-of-pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors (including Landlord's general contractor) and/or other sources for the material, labor and services applied to the CAS Tenant Work, plus applicable sales taxes, plus Landlord's administrative and supervision fee equal to five percent (5%) of such out-of-pocket contract or purchase price or prices paid by Landlord. Landlord agrees to have the CAS Tenant Work competitively bid and shall enter into a contract for the completion of the CAS Tenant Work with either the general contractor submitting the lowest bid or a general contractor submitting a bid within four percent (4%) of the lowest bid.

(iv) Access; Acceptance of Work. Landlord shall afford Tenant and Tenant Parties access to the Contiguous Additional Space at reasonable times prior to the occupancy of the Contiguous Additional Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the CAS Tenant Work. Tenant shall advise Landlord promptly of any objection to the construction of the CAS Tenant Work. Landlord shall provide Tenant and its agents with access to the Contiguous Additional Space at least five (5) days prior to the CAS Commencement Date for the purpose of installing furniture and equipment (the "CAS Tenant Installations"). Tenant shall not interrupt the completion of the CAS Tenant Work during completion of CAS Tenant Installations. Tenant shall indemnify and hold Landlord and its members, agents, servants, employees and general contractor (each herein referred to as an "CAS Tenant Work Indemnified Party") harmless from any and all claims, losses, damages, fines and penalties incurred by a CAS Tenant Work Indemnified Party including, but not limited to, reasonable attorneys' fees that in any way result from a Tenant Party's negligent and/or willfully wrongful activities within the Contiguous Additional Space during completion of the CAS Tenant Work or CAS Tenant Installations. Within fifteen (15) days after the CAS Tenant Work is completed, Landlord and Tenant shall prepare a mutually agreed upon list ("CAS Punch List") of items of the CAS Tenant Work that needs to be corrected or repaired. Landlord agrees to cause the items set forth in the CAS Punch List to be corrected or repaired within thirty (30) days after the date the CAS Punch List is prepared. As used in this subsection 62.01(b)(iv), "CAS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and enjoyment of the Contiguous Additional Space. Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the CAS Tenant Work and Tenant confirms its understanding that completion of the CAS Tenant Work may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction.

(v) Payment of CAS Tenant Costs. Landlord shall provide an allowance for the payment of the CAS Tenant Costs in an amount equal to the product of [A] $10.00 multiplied by [B] the number of square feet comprising the rentable area of the Contiguous Additional Space (the "CAS Allowance"). Tenant shall pay for all CAS Tenant Costs exceeding the CAS Allowance within ten (10) days after Landlord's delivery of written request for payment; provided, however, that Landlord may require that, before Landlord commences the CAS Tenant Work, Tenant to pay to Landlord fifty percent (50%) of the amount that the CAS Tenant Costs exceed the CAS Allowance as reasonably estimated by Landlord (the "CAS Deposit"). The CAS Deposit shall be applied against the last completed CAS Tenant Work. In the event an unused balance remains from either the CAS Deposit and/or the CAS Allowance after completion of all CAS Tenant Work and the payment of all CAS Tenant Costs, Landlord agrees to pay to Tenant the unused balance of the CAS Deposit within thirty (30) days after the CAS Tenant Work is completed. Tenant shall not be entitled to payment of any unused remaining CAS Allowance after the payment of CAS Tenant Costs. Tenant shall be deemed to have waived any such excess CAS Allowance.

(vi) Delivery of Possession of Contiguous Additional Space. Landlord shall cause the CAS Tenant Work to be completed and shall deliver actual possession of the Contiguous Additional Space to Tenant on or before the Scheduled CAS Commencement Date. If Landlord shall, for any reason (including, without limitation, failure to complete the work, if any, required to be done by Landlord under this Lease), fail to make available to Tenant possession of the Contiguous Additional Space on or before the Scheduled CAS Commencement Date or any other date, Landlord shall not be subject to any liability for such failure nor for any failure to timely complete any work. Under such circumstances, all of Tenant's rights and obligations hereunder with respect to the Contiguous Additional Space, including, but not limited to, its obligations to pay the Base Rent and Additional Rent attributable to the Contiguous Additional Space shall not commence until the date ("CAS Commencement Date"), the Contiguous Additional Space is made available for Tenant's occupancy, and such failure to make available to Tenant possession of the Contiguous Additional Space on or before the Scheduled CAS Commencement Date or any other date or to timely complete any work, shall not in any other way affect the validity or continuance of this Lease, or the Term, or the obligations of Tenant hereunder. Such deferral of rent shall be Tenant's sole and exclusive right and remedy with respect to any such failure. There shall be no deferral of rent, however, to the extent that such failure is caused by any act or omission of Tenant, its agents, servants, employees or contractors and which would not have otherwise occurred, which has the effect of delaying Landlord's delivery of possession or the timely com-pletion of any work to be done by Landlord (hereinafter a "CAS Tenant Delay") including, without limitation, [A] any delay which is caused by changes in the work to be performed by Landlord in readying the Contiguous Additional Space for Tenant's occupancy, [B] any delay which is caused by any failure by Tenant to furnish to Landlord any required plan, information, approval or consent within the period of time required therefor by the terms of this Lease or caused by any reasonable reluctance on the part of Landlord to approve any plan or other information required to be submitted by Tenant and approved by Landlord or [C] any delay which is caused by the performance of any work or activity in the Contiguous Additional Space by Tenant or any of its employees, agents or contractors. Tenant also shall pay to Landlord, within ten (10) days after receipt of demand made from time to time, a sum equal to any additional cost to Landlord in completing the CAS Tenant Work resulting from any CAS Tenant Delay to the extent that the same is not covered by the CAS Allowance.

(c) Tenant's Default. In no event shall Tenant have the right to exercise this Right to Expand the Leased Premises at any time that Tenant is in default under the Lease. Moreover, if Tenant defaults under this Lease at any time after it has exercised this Right to Expand the Lease Premises but before the Contiguous Available Space is added to this Lease pursuant to the terms of this Section 62.01, then such exercise shall, at Landlord's option, be deemed null and void, and neither Landlord nor Tenant shall have any further rights or obligations with respect to such exercise.

(d) Addition of Contiguous Available Space. The Contiguous Available Space shall be added to the Leased Premises, for all purposes, as of such CAS Commencement Date for the balance of the Term of this Lease and subject to and upon the following economic terms and all of the other terms, covenants and conditions of this Lease. The annual Base Rent for the Contiguous Available Space designated shall be an amount equal to the FMRR for the Contiguous Available Space determined in accordance with the provisions of Section 62.03 below, provided that the Base Rent for the Contiguous Available Space shall not be less than the Base Rent for the Leased Premises on a per square foot of rentable area basis as provided on the Facing Page of this Lease. Annual Base Rent for the Contiguous Available Space shall be payable in equal monthly installments, in advance, on the tenth day of each month following the CAS Commencement Date, without any demand or setoff. In the event the CAS Commencement Date occurs on a day other than the first day of a month Tenant shall pay the Base Rent for such partial first month of prorata on the basis of a thirty (30) day month within ten (10) days after the CAS Commencement Date. Tenant's Share of Operating Expenses shall be increased by a fraction in which the numerator is the total number of square feet comprising the rentable area of the Contiguous Available Space and the denominator of which is 754,288. Tenant's obligation to pay Base Rent and the Additional Rent for the Contiguous Available Space shall commence on the CAS Commencement Date. Landlord shall make available to Tenant and Tenant shall have the non-assignable option to rent from Operator one (1) unreserved parking space located in the Parking Garage for every 1,000 square feet of rentable area contained in the Contiguous Available Space at the monthly rate posted from time to time by the Operator and otherwise subject to the terms of the Parking Agreement. Tenant must exercise its option within thirty (30) days after the CAS Commencement Date. Upon addition of the Contiguous Available Space to the Leased Premises, this Lease shall be deemed modified in the manner set forth above without the necessity of any further agreement or document; provided, however, Landlord and Tenant agree to execute, acknowledge and deliver an instrument evidencing such modification of this Lease to be prepared by Landlord.

62.02 Substitute Space. In the event Landlord is not able to identify any Contiguous Available Space to satisfy Tenant's Expansion Request within ten (10) business days after Landlord's receipt of the Expansion Request, Landlord shall within twenty (20) days after the date of Landlord's receipt of the Expansion Request, use reasonable efforts to identify and notify Tenant in writing (the "Substitute Space Proposal") of contiguous office space in the Building ("Substitute Space") which might satisfy Tenant's desire for expansion space and replace the initial Leased Premises described in Section 1.01, together with any Designated Offer Space added to the Leased Premises pursuant to Article 61 (the "Existing Leased Premises") with contiguous Office Space located either within that portion of the Complex known as the South Tower or on the sixteenth (16^th) to twenty-third (23^rd) floors of that portion of the Complex known as the North Tower. Tenant shall have ten (10) business days after the date Tenant receives the Substitute Space Proposal to elect, by written notice to Landlord (the "Substitute Space Acceptance") to exercise Tenant's Right to Expand the Leased Premises with respect to the Substitute Space. Notwithstanding the foregoing, Tenant shall have no right to exercise its Right to Expand the Leased Premises with respect to the Substitute Space (and, at Landlord's Option, any previous exercise of that right shall be null and void if at the time Tenant attempts to exercise that right, or at any time thereafter until the Substitute Space has been substituted for the Leased Premises, this Lease or the Term has already expired or otherwise been terminated for any reason, or Tenant defaults in the performance of any of its obligations under this Lease. If Tenant fails to notify Landlord in writing, within ten (10) business days after the date the Substitute Space Proposal is delivered to Tenant, that Tenant has elected to exercise its Right to Expand the Leased Premises with respect to the Substitute Space, then Tenant shall be deemed to have irrevocably declined to exercise its right and the right granted to Tenant in this Article 62 shall terminate and be deemed null, void and of no further effect. In the event Landlord is unable to provide a Substitute Space Proposal within the time period provided above in this Section 62.02, Tenant shall have the right to elect to terminate this Lease on a date selected by Tenant (the "Early Termination Date") which shall be the ninth (9^th) day of a calendar month occurring not less than four (4) months nor more than nine (9) months after the date the Substitute Space Proposal was due, provided that: (i) Tenant has entered into a lease agreement (the "Replacement Lease") with a landlord not affiliated with Tenant for the lease of office space in a building located in the downtown Denver central business district with a rentable area that is equal to or greater than the rentable area of the Substitute Space for a term of not less than five (5) years, (ii) Tenant delivers written notice ("Early Termination Notice") to Landlord electing to exercise its right of termination pursuant to this Section 62.02 specifying the Early Termination Date within sixty (60) days after the date Tenant received the Substitute Space Proposal; and (iii) Tenant shall deliver a true and complete copy of the Replacement Lease to Landlord with the Early Termination Notice. In the event Tenant exercises its right to terminate the Lease in compliance with the provisions of this Section 62.02, this Lease shall terminate on the Early Termination Date as if such date was the Termination Date, Tenant shall completely vacate and redeliver the Leased Premises to Landlord in accordance with the provisions of Section 11.03 on or before the Early Termination Date, and Landlord and Tenant shall be released from their respective obligations under this Lease, except for those obligations which expressly survive termination. In the event Tenant exercises its right to lease the Substitute Space, the following provisions shall apply:

(a) Substitute Space Preliminary Information and Plans. Landlord shall deliver to Tenant no later than five (5) business days after Landlord's receipt of the Substitute Space Acceptance for use by Tenant, such plan or plans and other information with respect to the Substitute Space and the Building as Tenant may reasonably require for proper and expeditious preparation of Tenant's space plans.

(b) Improvement of Substitute Space.

(i) Tenant's Substitute Space Plans. Tenant shall prepare and, not later than twenty (20) days after delivery of the Substitute Space Acceptance, shall deliver to Landlord one mylar and two black line prints of complete and final architectural working drawings (which shall be 1/8" scale), three copies of all specifications and two non-copyrighted CADD disks (collectively referred to as the "SS Plans"), prepared by Tenant's Architect providing for Tenant's proposed layout for the construction and finishing of improvements to the Substitute Space for Tenant's occupancy. Tenant's SS Layout Plans shall (i) include the layout of Tenant's furniture, fixtures and equipment, (ii) include electrical and heat specifications for all of Tenant's fixtures and equipment, (iii) be signed and sealed by Tenant's Architect, and (iv) conform to all applicable laws and requirements of public authorities and insurance underwriters' requirements. Tenant's SS Layout Plans shall be subject to Landlord's review and written approval, which approval shall not be unreasonably withheld or delayed (and may be disapproved by Landlord only in the event that the proposed Tenant's SS Layout Plans violate any governmental regulations; adversely affect the Building's structure, electric, or mechanical systems (in Landlord's sole opinion with respect to adverse affect on electric and mechanical systems); intrude on the Building's Common Area; or are visible from the Building's Common Area), and such plans shall be deemed modified to take account of any changes reasonably required by Landlord and approved by Tenant (which approval shall not be unreasonably withheld or delayed). Landlord shall notify Tenant whether or not Tenant's SS Layout Plans are approved within five (5) business days after their delivery to Landlord, provided that Tenant's SS Layout Plans shall be deemed to be approved by Landlord unless Landlord shall have notified Tenant in writing to the contrary within five (5) business days of their receipt by Landlord stating the reason for disapproval of such Tenant's SS Layout Plans. Tenant's SS Layout Plans as approved by Landlord and with the aforesaid modifications, if any, are herein called the "Final SS Layout Plans". Tenant's SS Layout Plans shall be subject to Landlord's review and written approval, which approval shall not be unreasonably withheld or delayed (and may be disapproved by Landlord only in the event that the proposed Tenant's SS Layout Plans violate any governmental regulations; adversely affect the Building's structure, electric, or mechanical systems (in Landlord's sole opinion with respect to adverse affect on electric and mechanical systems); intrude on the Building's Common Area; or are visible from the Building's Common Area), and such plans shall be deemed modified to take account of any changes reasonably required by Landlord and approved by Tenant (which approval shall not be unreasonably withheld or delayed). Landlord shall notify Tenant whether or not the Tenant SS Layout Plans are approved within five (5) business days after their delivery to Landlord, provided that Tenant's SS Layout Plans shall be deemed to be approved by Landlord unless Landlord shall have notified Tenant in writing to the contrary within five (5) business days of their receipt by Landlord stating the reason for disapproval of such Tenant's SS Layout Plans. Tenant's SS Layout Plans as approved by Landlord and with the aforesaid modifications, if any, are herein called the "Final SS Layout Plans". Concurrently with delivery of Tenant's SS Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Substitute Space as Tenant's representa-tive respecting the matters which are the subject of this Section 62.02 and who, as between Landlord and Tenant, shall have the power to legally bind Tenant, in making requests for changes, giving approval of plans or work, giving directions to Landlord or the like, under this Section 62.02, and any notice or delivery given to such person personally or at his place of business shall have the same effect as a notice or delivery given to Tenant.

(ii) SS Engineering Plans. Landlord shall direct its engineers to prepare at Tenant's expense and, not later than fifteen (15) business days after approval or deemed approval by Landlord of the Final SS Layout Plans, shall deliver to Tenant mechanical, electrical and fire protection engineering drawings and specifications ("SS Engineering Plans"), based on the Final SS Layout Plans (and such pertinent additional information as shall have been submitted by Tenant with Tenant's SS Layout Plans or as requested by Landlord), as may be required to complete the Substitute Space in accordance with the Final SS Layout Plans. As soon as reasonably possible, and in any event within five (5) days after submission to Tenant by Landlord of the SS Engineering Plans, Tenant shall give its written approval thereof if they are in substantial conformity with or a direct extension of the Final SS Layout Plans, otherwise such approval shall not be unreasonably withheld; however, the SS Engineering Plans shall be deemed to have been approved by Tenant unless Tenant shall have notified Landlord in writing to the contrary within five (5) days of their receipt by Tenant, stating in which respects such plans fail to conform with the Final SS Layout Plans. The SS Engineering Plans shall be deemed to have been approved by Tenant if they are returned by Tenant with specified changes noted and such changes are made, whether or not approval is thereafter specifically noted on the SS Engineering Plans so changed.

(iii) Completion by Landlord. Landlord shall, at Tenant's expense (subject to the SS Allowance (hereinafter defined)), in a good and workmanlike manner, cause the Substitute Space to be improved and completed in accordance with the Final SS Layout Plans and the SS Engineering Plans (herein referred to together with architectural and engineering services as the "SS Tenant Work") (such plans are hereinafter together called the "SS Construction Plans"). Landlord reserves the right however: (i) to make substitutions of material or components of equivalent grade and quality when and if any specified material or component shall not be readily or reasonably available, and (ii) to make changes necessitated by conditions met in the course of construction. The SS Tenant Work shall be furnished, installed and performed by Landlord at Tenant's cost for an amount (hereinafter called the "SS Tenant Costs") equal to Landlord's out of pocket contract or purchase price or prices to be paid by Landlord to architects, engineers, material suppliers, subcontractors, independent contractors and/or other sources for the material, labor and services applied to the SS Tenant Work, plus applicable sales taxes, plus Landlord's administrative and supervision fee equal to five percent (5%) of such out-of-pocket contract or purchase price or prices paid by Landlord. Landlord agrees to have the SS Tenant Work competitively bid and shall enter into a contract for the completion of the SS Tenant Work with either the general contractor submitting the lowest bid or a general contractor submitting a bid within four percent (4%) of the lowest bid.

(iv) Access; Acceptance of Work. Landlord shall afford Tenant Parties access to the Substitute Space at reasonable times prior to the occupancy of the Substitute Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the SS Tenant Work. Tenant shall advise Landlord promptly of any objection to the construction of the SS Tenant Work. Landlord shall provide Tenant and its agents with access to the Substitute Space at least five (5) days prior to the SS Commencement Date for the purpose of installing furniture and equipment (the "SS Tenant Installations"). Tenant shall not interrupt the completion of the SS Tenant Work during completion of SS Tenant Installations. Tenant shall indemnify and hold Landlord and its members, agents, servants, employees and general contractor (each herein referred to as an "SS Tenant Work Indemnified Party") harmless from any and all claims, losses, damages, fines and penalties incurred by an SS Tenant Work Indemnified Party including, but not limited to, reasonable attorneys' fees that in any way result from a Tenant Party's negligent and/or willfully wrongful activities within the Substitute Space during completion of the SS Tenant Work or SS Tenant Installations. Within fifteen (15) days after the SS Tenant Work is completed, Landlord and Tenant shall prepare a mutually agreed upon list ("SS Punch List") of items of the SS Tenant Work that needs to be corrected or repaired. Landlord agrees to cause the items set forth in the SS Punch List to be corrected or repaired within thirty (30) days after the date the SS Punch List is prepared. As used in this subsection 62.02(b)(iv), "SS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and enjoyment of the Substitute Space.

(v) Payment of SS Tenant Costs. Landlord shall provide an allowance for the SS Tenant Work up to an amount equal to the product of (i) $15.00 multiplied by (ii) the number of square feet comprising the rentable area of the Substitute Space (the “SS Allowance”). Tenant shall pay for all SS Tenant Costs exceeding the SS Allowance (such difference is herein called the “Excess SS Tenant Costs”) within ten (10) days after Landlord's delivery of written request for payment; provided, however, that Landlord may require that, before Landlord commences the SS Tenant Work, Tenant to pay to Landlord fifty percent (50%) of the amount that the Excess SS Tenant Costs as reasonably estimated by Landlord (the "SS Deposit"). The SS Deposit shall be applied against the last completed SS Tenant Work. In the event an unused balance remains from the SS Deposit after completion of all SS Tenant Work and the payment of all SS Tenant Costs, Landlord agrees to pay to Tenant the unused balance of the SS Deposit within thirty (30) days after the SS Tenant Work is completed. Tenant shall not be entitled to receive any unused portion of the SS Allowance.

(vi) Delivery of Possession of Substitute Space. Landlord shall cause the SS Tenant Work to be completed and shall deliver actual possession of the Substitute Space to Tenant on or before the Scheduled SS Commencement Date. If Landlord shall, for any reason (including, without limitation, failure to complete the work, if any, required to be done by Landlord under this Lease), fail to make available to Tenant possession of the Substitute Space on or before the Scheduled SS Commencement Date or any other date, Landlord shall not be subject to any liability for such failure nor for any failure to timely complete any work. Under such circumstances, all of Tenant's rights and obligations hereunder with respect to the Substitute Space, including, but not limited to, its obligations to pay the Base Rent and Additional Rent attributable to the Substitute Space shall not commence until the date ("SS Commencement Date"), the Substitute Space is made available for Tenant's occupancy, and such failure to make available to Tenant possession of the Substitute Space on or before the Scheduled SS Commencement Date or any other date or to timely complete any work, shall not in any other way affect the validity or continuance of this Lease, or the Term, or the obligations of Tenant hereunder. Such deferral of rent shall be Tenant's sole and exclusive right and remedy with respect to any such failure. There shall be no deferral of rent, however, to the extent that such failure is caused by any act or omission of Tenant, its agents, servants, employees or contractors and which would not have otherwise occurred, which has the effect of delaying Landlord's delivery of possession or the timely com-pletion of any work to be done by Landlord (hereinafter a "SS Tenant Delay") including, without limitation, [A] any delay which is caused by changes in the work to be performed by Landlord in readying the Substitute Space for Tenant's occupancy, [B] any delay which is caused by any failure by Tenant to furnish to Landlord any required plan, information, approval or consent within the period of time required therefor by the terms of this Lease or caused by any reasonable reluctance on the part of Landlord to approve any plan or other information required to be submitted by Tenant and approved by Landlord or [C] any delay which is caused by the performance of any work or activity in the Substitute Space by Tenant or any of its employees, agents or contractors. Tenant also shall pay to Landlord, within ten (10) days after receipt of demand made from time to time, a sum equal to any additional cost to Landlord in completing the SS Tenant Work resulting from any SS Tenant Delay.

(c) Tenant's Default. In no event shall Tenant have the right to exercise this Right to Lease Additional Space at any time that Tenant is in default under the Lease. Moreover, if Tenant defaults under this Lease at any time after it has exercised this Right to Lease Additional Space but before the Substitution Space is substituted for the Leased Premises pursuant to the terms of this Section 62.02, then such exercise shall, at Landlord's option, be deemed null and void, and neither Landlord nor Tenant shall have any further rights or obligations with respect to such exercise.

(d) Substitution of Substitute Space. The Substitute Space shall be substituted for the Existing Leased Premises as of the SS Commencement Date and the Substitute Space shall constitute the Leased Premises for the balance of the Term of this Lease and subject to and upon the following economic terms and all of the other terms, covenants and conditions of this Lease. The Term of the Lease shall be extended to expire on that date which is the last day of the sixtieth (60^th) complete calendar month after the SS Commencement Date. The annual Base Rent for the Substitute Space shall be determined in accordance with the provisions of Section 62.03 below. Annual Base Rent for the Substitute Space shall be payable in equal monthly installments, in advance, on the first day of each month following the SS Commencement Date, without any demand or setoff. In the event the SS Commencement Date occurs on a date other than the first day of the month, Tenant shall pay Base Rent for such first partial month prorated on the basis of a thirty (30) day month within ten (10) days after the SS Commencement Date. Tenant's Share of Operating Expenses shall be redetermined to a fraction in which the numerator is the total number of square feet comprising the rentable area of the Substitution Space and the denominator of which is 754,288. Tenant's obligation to pay Additional Rent for the Substitute Space shall commence on the SS Commencement Date. Landlord shall make available to Tenant and Tenant shall have the non-assignable option to rent from Operator one (1) unreserved parking space located in the Parking Garage for every 1,000 square feet of rentable area contained in the Contiguous Available Space at the monthly rate posted from time to time by the Operator and otherwise subject to the terms of the Parking Agreement. Tenant must exercise its option within thirty (30) days after the CAS Commencement Date. Tenant shall completely vacate and redeliver the Existing Leased Premises to Landlord in compliance with the provisions of Section 11.03 on or before the third (3rd) day following the SS Commencement Date (the "ELP Vacation Date"). In the event Tenant fails to vacate and redeliver the Existing Leased Premises on or before the ELP Vacation Date, in addition to all other remedies provided to Landlord for Tenant's default, Tenant shall be deemed to be a tenant at sufferance with respect to the Existing Leased Premises and shall pay Landlord the sum of $800.00 for each day that Tenant fails to vacate and redeliver the Existing Leased Premises to Landlord after the ELP Vacation Date. Upon the substitution of the Substitute Space for the Existing Leased Premises, this Lease shall be deemed modified in the manner set forth above without the necessity of any further agreement or document; provided, however, Landlord and Tenant agree to execute, acknowledge and deliver an instrument evidencing such modification of this Lease to be prepared by Landlord.

62.03 Fair Market Rental Rate.

(a) For the purposes of this Article 62, the term "Fair Market Rental Rate" or "FMRR" for the Contiguous Available Space added to the Leased Premises pursuant to the terms of Section 62.01 or for the Substitute Space substituted for the Existing Leased Premises pursuant to the terms of Section 62.02 shall mean an amount per square foot of the rentable area of the Contiguous Available Space or Substitute Space (whichever is applicable), reasonably determined by Landlord by reference to the then market rate for comparable space (including location and the extent and condition of the build-out) in the Complex

(i) commencing on the CAS Commencement Date or the SS Commencement Date (whichever is applicable),

(ii) providing for no free rent, a tenant finish allowance equal to (1) the CAS Allowance pertaining to the Contiguous Available Space or (2) the SS Allowance plus the value of the tenant improvements in place upon the Substitute Space prior to commencement of construction of the SS Tenant Work to a prospective tenant, and

(iii) otherwise on all of the terms and conditions of this Lease, including the Tenant's obligation to pay Additional Rent in accordance with the provisions of Article 54 using the Landlord's Operating Expense Contribution defined in subsection 54.02(c); provided, however, in no event shall the FMRR be less than [A] $19.50 per rentable square foot during the first twelve (12) months of the Term; [B] $20.50 per rentable square foot during the thirteenth (13^th) through the thirty-sixth (36^th) month of the Term; [C] $22.00 per rentable square foot during the thirty-seventh (37^th) through the forty-eighth (48^th) month of the Term; and [D] $22.50 per rentable square foot after the forty-eighth (48^th) month through the end of the Term.

(b) Landlord shall deliver to Tenant its proposed FMRR for [A] the Contiguous Available Space within thirty (30) days after Landlord's receipt of the Contiguous Space Acceptance or [B] for the Substitute Space within thirty (30) days after Landlord's receipt of notice of the Substitute Space Acceptance. Landlord and Tenant shall use reasonable good faith efforts to mutually agree upon the FMRR (y) for Contiguous Available Space within sixty (60) days after Landlord's receipt of the Contiguous Space Acceptance and (z) for the Substitute Space within sixty (60) days after Landlord's receipt of the Substitute Space Acceptance.

(c) In the event Landlord and Tenant cannot agree upon the FMRR for the Contiguous Available Space or the Substitute Space within the sixty (60) day period described in subsection 62.03(b) the FMRR shall be determined by appraisal, said appraisal shall be conducted in accordance with the following procedures:

(i) Within twenty (20) days after receipt of a notice to appraise given by either party, Landlord and Tenant shall each select a real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers, and who shall have at least five (5) years appraisal experience with respect to commercial and office rental properties in the central business district of Denver, Colorado. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the FMRR at issue. If two appraisers are appointed, they shall have thirty (30) days from the date the second appraiser is appointed (the "30-day Appraisal Period") within which to agree upon the FMRR at issue. The appraiser(s) shall be advised that the determination of the FMRR at issue shall be governed by the definitions of same set forth in this Lease. The determination by the two appraisers of the FMRR at issue shall be binding on Landlord and Tenant.

(ii) If the two appraisers appointed by the parties hereto are unable to agree upon the FMRR at issue within the 30-day Appraisal Period, then said appraisers shall attempt, within ten (10) days after the expiration of the 30-day Appraisal Period, to select a third appraiser (the "Third Appraiser"). If the first two appraisers are unable to agree on the Third Appraiser within the ten (10) day period prescribed in the immediately preceding sentence, either Landlord or Tenant, by giving ten (10) days notice to the other party hereto, shall request that the presiding judge of the District Court for the City and County of Denver, State of Colorado select the Third Appraiser. The Third Appraiser, however selected, shall meet the qualifications set forth in subsection 62.03(c)(i) above, and shall be a person who has not previously acted in any capacity for either Landlord or Tenant.

(iii) On or before the tenth (10th) day after the Third Appraiser is appointed or selected, the first two appraisers shall each simultaneously submit in sealed envelopes his/her opinion of the fair market base rent at issue, together with any written arguments or data in support of said opinion(s), to the Third Appraiser. Within thirty (30) days after he/she is appointed or selected, the Third Appraiser shall determine the FMRR at issue by selecting one of the opinions submitted by the first two appraisers. The selection of the Third Appraiser shall be binding on Landlord and Tenant.

(iv) Each party hereto shall pay the fees and expenses of the appraiser selected by such party, and the fees and expenses of the Third Appraiser shall be borne equally by Landlord and Tenant.

63.01 Renewal Term. Tenant shall have the option to renew ("Renewal Option") this Lease for one additional term of thirty-six (36) months ("Renewal Term"), commencing upon the expiration of the initial Term of this Lease, on the condition that Tenant is not in default under this Lease in any material respect at the time Tenant gives notice of exercise of its Renewal option or at the time of commencement of the Renewal Term. The Renewal shall be on all of the terms, covenants and conditions of this Lease, except (i) there shall be no obligation to provide any tenant improvements or furniture allowance or to construct any tenant improvements, (ii) Landlord's Operating Expense Contribution for determining Tenant's obligations to pay Additional Rent pursuant to the provisions of Article 54 shall be changed to mean the total amount of Operating Expenses (on a per square foot of rentable area basis) incurred by Landlord during the Calendar Year in which the Renewal Term commences, (iii) there shall be no Right of First Offer or Right to Expand Leased Premises, and (iv) the annual Base Rent for the Leased Premises during the Renewal Term shall be the Renewal Term Fair Market Rental Rate ("RTFMRR") as defined in Section 63.02 below, at the time the Renewal Term begins. Tenant's Renewal Option may be exercised only by Tenant giving Landlord written notice of Tenant's election to exercise such option, at least six (6) months prior to the end of the initial Term of the Lease, time being of the essence with respect to such notice.

63.02 Fair Market Rental Rate.

(a) For the purposes of this Article 63, the term "Renewal Term Fair Market Rental Rate" or "RTFMRR" for the Renewal Term shall mean an amount per square foot of the rentable area of the Leased Premises per annum, reasonably determined by Landlord by reference to the market for comparable space (including the extent and condition of the build-out in the Building.

(i) commencing on the commencement date of the Renewal Term,

(ii) providing for no free rent, a tenant finish allowance equal to the value of the tenant improvements in place upon the Leased Premises to a prospective tenant as of the commencement date of the Renewal Term, and

(iii) otherwise on all of the terms and conditions of this Lease, including the Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses in accordance with the provisions of Article 54 using a Landlord’s Operating Expense Contribution in the amount to be adjusted.

(b) Landlord shall deliver to Tenant its proposed RTFMRR for the Renewal Term within thirty (30) days after Landlord's receipt of notice of Tenant's election to exercise its option to renew ("Renewal Notice"). Landlord and Tenant shall use reasonable good faith efforts to mutually agree upon the RTFMRR within sixty (60) days after Tenant's delivery of the Renewal Notice.

(c) In the event Landlord and Tenant cannot agree upon the RTFMRR for the Renewal Term within the sixty (60) day period described in subsection 63.02(b) the RTFMRR shall be determined by appraisal, said appraisal shall be conducted in accordance with the following procedures:

(i) Within twenty (20) days after receipt of a notice to appraise given by either party, Landlord and Tenant shall each select a real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers, and who shall have at least five (5) years appraisal experience with respect to commercial and office rental properties in the central business district of Denver, Colorado. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the RTFMRR. If two appraisers are appointed, they shall have thirty (30) days from the date the second appraiser is appointed (the "30-day Appraisal Period") within which to agree upon the RTFMRR. The appraiser(s) shall be advised that the determination of the RTFMRR shall be governed by the definitions of same set forth in this Lease. The determination by the two appraiser of the RTFMRR shall be binding on Landlord and Tenant.

(ii) If the two appraisers appointed by the parties hereto are unable to agree upon the RTFMRR within the 30-day Appraisal Period, then said appraisers shall attempt, within ten (10) days after the expiration of the 30-day Appraisal Period, to select a third appraiser (the "Third Appraiser"). If the first two appraisers are unable to agree on the Third Appraiser within the ten (10) day period prescribed in the immediately preceding sentence, either Landlord or Tenant, by giving ten (10) days notice to the other party hereto, shall request that the presiding judge of the District Court for the City and County of Denver, State of Colorado select the Third Appraiser. The Third Appraiser, however selected, shall meet the qualifications set forth in subsection 63.02(c)(i) above, and shall be a person who has not previously acted in any capacity for either Landlord or Tenant.

(iii) On or before the tenth (10th) day after the Third Appraiser is appointed or selected, the first two appraiser shall each simultaneously submit in sealed envelopes his/her opinion of the fair market base rent at issue, together with any written arguments or data in support of said opinion(s), to the Third Appraiser. Within thirty (30) days after he/she is appointed or selected, the Third Appraiser shall determine the RTFMRR by selecting one of the opinions submitted by the first two appraisers. The selection of the Third Appraiser shall be binding on Landlord and Tenant.

(iv) Each party hereto shall pay the fees and expenses of the appraiser selected by such party, and the fees and expenses of the Third Appraiser shall be borne equally by Landlord and Tenant.

64.01 Tenant shall have the nontransferable right to rent up to two (2) unreserved parking spaces and four (4) reserved parking spaces located in the Complex parking garage (the “Parking Garage”) subject to the terms and conditions of the Parking Agreement attached hereto as Exhibit D and incorporated herein by this reference. Tenant acknowledges that the current posted monthly charge for an unreserved parking space in the Parking Garage is $150.00 and for a reserved parking space in the Parking Garage is $200.00.

65.01 Tenant may elect to acquire all of the furniture currently located upon the Leased Premises owned by Landlord which is described on Exhibit E attached hereto and incorporated herein by this reference (the “Landlord’s Furniture”) for ten dollars ($10.00). In the event Tenant desires to acquire the Landlord’s Furniture, Tenant shall deliver written notice (the “Furniture Notice”) to Landlord on or before November 1, 2006, together with Tenant’s check made payable to Landlord in the amount of ten dollars ($10.00). In the event Tenant delivers the Furniture Notice and such payment within the time period provided, Landlord agrees (a) to deliver to Tenant within thirty (30) days after the Commencement Date a bill of sale in the form and content of Exhibit E-1 attached hereto and incorporated herein by this reference, and (b) to deliver possession of Landlord’s Furniture to Tenant on the Commencement Date. Tenant agrees to accept Landlord’s Furniture in its “as is” condition as of the Commencement Date without any warranties or guaranties expressed or implied.

All of the terms and provisions of the Lease, as herein amended and supplemented, are hereby ratified and confirmed, and shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed as of the day and year first above written.

 

 

 

1. Any sign, lettering, picture, notice, or advertise-ment installed within the Leased Premises which is visible to the public from within the Building shall be installed at Tenant's cost and in such manner, character and style as Landlord may approve in writing. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or in any position so as to be visible from outside the Building.

2. The use of the name of the Building or of pictures or illustrations of the Building in advertising or other pub-licity, without prior written consent of Landlord, is prohibited.

3. Tenant, its subtenants and its and their customers, invitees, licensees, and guests

a. shall not obstruct and shall not use for any purpose other than ingress and egress, the sidewalks, entrances, passages, courts, corridors, vestibules, halls, elevators and stairways in and about the Building;

b. shall not place objects against glass partitions or doors or windows or adjacent to any open common space which would be unsightly from the Building corridors or from the exterior of the Building, and will promptly remove the same upon notice from Landlord;

c. shall not make noises, cause distur-bances, create vibrations, odors or noxious fumes or use or operate any electrical or electronic devices or other devices that emit sound waves or are dangerous to other tenants and occupants of the Building or that would interfere with the operation of any device or equipment or radio or television broadcasting or reception from or within the Building or else-where, and shall not place or install any projections, antennae, aerials or similar devices inside or outside of the Leased Premises;

d. shall not make any room-to-room canvass to solicit business from other tenants in the Building, and shall not exhibit, sell or offer to sell, use, rent or exchange any item or services in or from the Leased Premises unless ordinarily embraced within the Tenant's use of the Leased Premises as specified in its Lease;

e. shall refrain from attempting to adjust any controls;

f. shall not waste, and shall not suffer or permit to be wasted, electricity or water and shall cooperate fully with Landlord to assure the most effective operation of the Building's heating and air conditioning;

g. shall keep public corridor doors closed;

h. shall neither install nor operate machinery or any mechanical devices of a nature not directly related to Tenant's ordinary use of the Leased Premises without the written permission of the Landlord;

i. shall not use rest rooms or water fixtures for any purpose other than that for which they are designed;

j. shall not mark upon, paint, cut, drill into, drive nails or screws into, or in any way deface the walls, ceiling partitions or floors of the Leased Premises or of the Building;

k. shall not unduly obstruct any pipes, conduits and ducts in the Leased Premises; and

l. shall use chair pads, to be furnished by Tenant, under all rolling and ordinary desk chairs in the carpeted areas.

4. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Leased Premises closed and secured.

5. Peddlers, solicitors and beggars shall be reported to the office of the Building or as Landlord otherwise requests.

6. No person or contractor not employed by Landlord shall be used to perform window washing, cleaning, or other work in the Leased Premises.

7. Unless Landlord so consents, Tenant shall not, and Tenant shall not permit or suffer anyone to:

a. Cook in the Leased Premises;

b. Place vending or dispensing machines of any kind in the Leased Premises;

c. At any time sell, purchase or give away, or permit the sale, purchase or gift of, food in any form; or

d. Use the Leased Premises for lodging or for any immoral or illegal purposes.

e. Use the Leased Premises to engage in the manufacture or sale of, or permit the use of, any spirituous, fermented, intoxicating or alcoholic beverages on the Leased Premises.

f. Use the Leased Premises to engage in the manufacture or sale of, or permit the use of, any illegal drugs.

8. No furniture shall be placed in front of the Building or in any lobby or corridor, without the prior written consent of Landlord. Landlord shall have the right to remove all non-permitted signs and furniture, without notice to Tenant, at Tenant's expense.

9. No animals are allowed in the Building.

10. No lock or other security device shall be placed by Tenant on any door in the Building without the Building manager being kept furnished with two of the keys, cards or other means of access therefore. At the termination of its tenancy, Tenant shall promptly deliver to Landlord all keys, entry cards and other means of access to offices, rest rooms and vaults.

11. The use of oil, gas or inflammable liquids for heating, lighting, or any other purpose is expressly prohibited. Explosives or other hazardous articles shall not be brought into the Building.

12. Electric floor space heaters, humidifiers or A/C fans are not permitted.

13.  a. Landlord shall have the right to approve or disapprove the movers or moving company employed by Tenant. Tenant shall cause said movers to use only the loading facilities and elevator designated by Landlord. In the event Tenant's movers damage the elevator or any part of the Building, Tenant shall forthwith pay to Landlord the amount required to repair said damage.

b. Furniture, equipment and supplies shall be moved in or out of the Building only during such hours and in such manner as may be prescribed by Landlord.

c. No safe or article, the weight of which may constitute a hazard or danger to the Building or its equipment shall be moved into the Leased Premises.

d. Safes and other equipment, the weight of which is not excessive shall be moved into, from or about the Building only during such hours and in such manner as shall be prescribed by Landlord, and Landlord shall have the right to designate the location of such articles in the Leased Premises.

14. Smoking shall not be permitted in all areas of the Building (including but not limited to the parking garage, elevator lobbies, elevators, public corridors and restrooms), or within three feet of the exterior entrance to any doorway or entryway of the Building. Smoking shall only be permitted in those areas which have been designated as public smoking areas`

15. Roller skates, bicycles or other vehicles shall not be permitted in the offices, halls, common areas, or corridors in the Building. All vehicles shall use designated parking meters.

16. No window shades, blinds, screens, draperies or other window coverings will be attached or detached by Tenant without Landlord’s prior written consent. Tenant agrees to abide by Landlord’s rules with respect to maintaining uniform curtain, draperies and/or linings at all windows and hallways.

17. If Tenant desires telegraphic, telephonic, computer or other electric connections, Landlord, or its agents, will direct the electricians as to where and how the wires may be introduced, and without such directions, no boring or cuttings for wires will be permitted. Any such installation and connection shall be made at Tenant’s expense, and, at Landlord’s option, shall be removed at Tenants expense at the expiration or termination of its Lease.

18. Landlord reserves the right to modify and make such other and further reasonable rules and regulations as in its judgment may, from time to time, be needful and desirable for the safety, security, care and cleanliness of the Leased Premises and preservation of good order therein.

THIS AGREEMENT, made as of the ____ day of ______, 2006, DENVER-PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (hereinafter referred to as "Landlord") and RANCHER ENERGY CORP., a Nevada corporation (hereinafter referred to as "Tenant").

WHEREAS, by Lease (hereinafter called "Lease") made as of October 30, 2006, Landlord leased unto Tenant certain premises known as Suite 1740, located at 999 - 18^th Street, Denver, Colorado, for a term of sixty-three (63) months and zero (0) days and commencing on November 10, 2006 unless sooner ter-minated or extended as provided therein, and

WHEREAS, Landlord and Tenant now desire to set forth the correct Commencement Date of the term and to adjust the Expira-tion Date of the Term to provide for a full term of the Lease of sixty-three (63) months and ________ days.

NOW, THEREFORE, Landlord and Tenant do hereby agree as follows:

1.

The Term of the Lease commences on ______________, and shall continue until_______________ unless sooner terminated or extended as provided therein.

2.

Except as hereby amended, the Lease shall continue in full force and effect.

3.

This Agreement shall be binding on the parties hereto, their heirs, executors, 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.

 

	LANDLORD:
	DENVER PLACE ASSOCIATES LIMITED
	PARTNERSHIP, a Delaware limited partnership
	By:	Amerimar Realty Management Co.-Colorado,
		By:	Amerimar Realty Management Co.-
			Pennsylvania, its general partner,
			By:	ARC-Management Co., Inc.,
				its general partner
Date:______			By:
				David G. Marshall, President
	TENANT:
	RANCHER ENERGY CORP., a Nevada corporation
Date:______	By:_____________________
	(Title)

 

 

DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, by Amerimar Realty Management Co.-Colorado, as agent for Landlord, and RANCHER ENERGY CORP., a Nevada corporation, as Tenant, have executed simultaneously with this Agreement a Lease (hereinafter called "Lease") pertaining to certain space at 999 - 18th Street to be occupied by Tenant. In consideration of the mutual covenants herein contained, Landlord and Tenant further agree as follows:

The Building in which the Premises are located contains a parking garage for the benefit of Tenants and the general public (hereinafter called "Parking Garage"). Landlord does not operate or manage the Parking Garage, but maintains a management agreement with an independent contractor (hereinafter called "Operator") for the management and operation of the Parking Garage. In order to rent parking spaces in the Parking Garage, Tenant must contract separately with the Operator for such rentals. Landlord shall make available for Tenant and Tenant shall have a non-assignable option to rent from the Operator two (2) unreserved parking spaces and four (4) reserved parking spaces (collectively, the “Parking Spaces”) located in the Denver Place complex at the prevailing monthly rate posted by the Operator from time to time during the Term of the Lease. The Parking Spaces shall be available for a period expiring thirty (30) days after the Commencement Date of the Lease. Tenant must exercise its option within this period by renting the Parking Spaces directly from the Operator.

The terms and conditions of Tenant's rental of the Parking Spaces shall be governed and fixed solely by the rental agreement between Tenant and Operator, however, Tenant's failure to comply with any term of any such rental agreement shall constitute a default under the Lease. In the event that Tenant chooses to rent Parking Spaces from the Operator as provided for herein, Tenant shall be responsible for payment to the Operator of a refundable security deposit for each parking card issued by the Operator in connection with Tenant’s rental of the Parking Spaces (the “Security Deposit”). The Security Deposit shall be in an amount to be determined by the Operator in its sole discretion. Notwithstanding anything in this Agreement or the Lease to the contrary, in no event shall Landlord be responsible for payment of the Security Deposit to the Operator on behalf of Tenant. Payment and refund of the Security Deposit shall be governed and fixed solely by the rental agreement between Tenant and Operator. Landlord's holding of Parking Spaces shall not constitute any assumption of and Tenant hereby releases Landlord from any and all liability with respect to such rentals, and any and all damage, loss or injury with respect to such rentals shall be at the sole risk of Tenant unless otherwise provided by Operator under the rental agreement.

The Parking Spaces shall only be used by Tenant’s employees who work at the Leased Premises and may not be assigned, transferred or subletted to any other third parties.

The provisions of this Agreement supplement but are subject to all provisions of the Lease. Capitalized terms not otherwise defined in this Agreement have the same meaning as the same terms have in the Lease.

 

	LANDLORD:
	DENVER PLACE ASSOCIATES LIMITED
	PARTNERSHIP, a Delaware limited partnership
	By:	Amerimar Realty Management Co.-Colorado,
		By:	Amerimar Realty Management Co.-
			Pennsylvania, its general partner,
			By:	ARC-Management Co., Inc.,
				its general partner
Date:______			By:
				David G. Marshall, President
	TENANT:
	RANCHER ENERGY CORP., a Nevada corporation
Date:______	By:_____________________
	(Title)

 

 

KNOW ALL MEN BY THESE PRESENTS: That DENVER PLACE ASSOCIATES LIMITED PARTNERSHIP ("Seller"), for and in consideration of TEN AND NO/100THS DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto RANCHER ENERGY CORP., a Nevada corporation ("Purchaser"), its successors, and assigns, that certain furniture more particularly described in Exhibit A attached hereto and incorporated herein by this reference and currently located on the seventeenth (17th) floor of that certain office building known as Denver Place South Tower, 999 -18th Street, Denver, Colorado (the "Personal Property").

TO HAVE AND TO HOLD the same unto said Purchaser, its successor, and assigns, forever. The Seller covenants and agrees to and with the Purchaser, its successors, and assigns, to warrant and defend the sale of the Personal Property against all and every person or persons whomsoever.

SAID PERSONAL PROPERTY IS BEING TRANSFERRED ON AN "AS IS", "WHERE IS" BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT SELLER EXPRESSLY DISCLAIMS AND NEGATES, AS TO ALL PERSONAL PROPERTY TRANSFERRED HEREBY: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY; AND (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Purchaser acknowledges that it has relied solely upon its own inspection of the Personal Property in electing to purchase the Personal Property. Purchaser expressly waives a reduction in the purchase price on account of the physical condition of the Personal Property, latent defects in the Personal Property hereafter discovered by Purchaser and/or the absence of the Personal Property from the location described above.

The Purchaser agrees that it shall be solely responsible for and indemnify and hold Seller harmless from any sales and/or use taxes attributable to the transfer and sale of the Personal Property from Seller to Purchaser.

IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the ____ day of November, 2006.

 

	SELLER:
	DENVER PLACE ASSOCIATES LIMITED
	PARTNERSHIP, a Delaware limited partnership
	By:	ARC Denver Associates L.L.C., a Delaware
		limited liability company, its general partners
		By:	ARC Denver, Inc., a Delaware corporation,
			its manager
			By:
				David G. Marshall, President
	PURCHASER:
	RANCHER ENERGY CORP., a Nevada corporation
	By:___________
	Name:________
	Title:_________