Lease Agreement Between Wirthin And WB&H

EXHIBIT 10.4


LEASE AGREEMENT


THIS LEASE AGREEMENT made this 15th day of September, 1985, by and between W B & H INVESTMENTS, A Utah Limited Partnership, hereinafter referred to as "Lessor" and DECIMA RESEARCH, A California Corporation, hereinafter referred to as "Lessee".


WITNESSETH:


Lessor, for and in consideration of the rents, covenants and conditions herein contained, hereby rents, lets and demises to Lessee; and Lessee in consideration of such rent, let, and demise, hereby leases from Lessor, the facility together with the parking area located at 1999 Columbia Lane, Orem, Utah according to the following terms and conditions.


1. Rent: Lessee hereby agrees to pay to Lessor as rent, exclusive of any other charge to be paid by Lessee under this Lease, the sum of $104,400.00 per year, payable in equal consecutive monthly installments of $8,700.00 each, in advance on the first day of each month through the term hereof. Lessor and Lessee may agree to one annual payment in January of each year. Each rental payment and other sum required to be paid by Lessee under this Lease shall be delivered to Lessor at such place as Lessor may from time to time designate in writing.


2. Rent Adjustment: The rental amount stated in paragraph 1 shall be adjusted on January 1, 1986, and at the end of each full year thereafter, in a ratio equal to 60% as the increase in the Consumer Price Index (Denver Consumer Price Index for all Urban Consumers for all items as reported by the Bureau of Labor Statistics, from the next to the last month of the prior lease year (or for the first year, the second month prior to the commencement of the lease term) to form a new rental amount. (example: Lease year January 1 - December 31; CPI from November to November goes from 232.6 to 259.6 or a 27-point increase, which is an 11.6% increase.


3. Term: The term of this lease agreement shall be for the period of four (4) years commencing on August 10, 1985, and ending on August 31, 1989.


4. Option to Extend Lease Period: It shall be the option of Lessor to extend this lease agreement for a term, terms or other period which is agreeable with the parties. Unless specific notice is received by the Lessor from the Lessee of the Lessee's intent to terminate this lease upon the completion of the term or any renewal, hereunder, within thirty (30) days, the term shall be extended for an additional four-year term or terms.


5. Operating Expenses: As used herein the term "Operating Expenses" shall mean and include all costs, expenses,


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and amounts, determined through the accrual method of accounting, which are incurred by Lessor during the period in question or which are allocable to said period in connection with Lessor's ownership, operation, management, or maintenance of the Property, the Improvements, or any portion or portions thereof. Said costs, expenses, and amounts shall be determined in accordance with the accounting procedures and business practices customarily employed by Lessor, and shall include, but not be limited to, the cost of all of the following: real estate taxes and installments on special assessment; any tax or other charge levied or assessed upon Lessor or upon the rent payable under this Lease in lieu, in whole or in part, of real estate taxes or special assessments; all insurance which Lessor deems necessary or advisable to obtain and maintain; permit and inspection fees; electricity; gas; heating; air-conditioning; water; sewer; other utilities; supplies and materials; labor; maintenance and repairs; refurbishing; reasonable reserves for replacement or repair of components of the Improvements; landscaping; janitorial and security services; snow removal; professional fees; and reasonable management fees. Notwithstanding the breadth of the foregoing, Operating Expenses shall not include principal or interest paid by Lessor on any mortgage or deed of trust affecting the Property or Improvements. In the event the exact amount of any


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ingredient of Operating Expenses is not known at the time it is necessary to determine such Expenses, Lessor's reasonable estimate of the amount of such ingredient shall be used.


As used herein the term "Proportionate share" shall mean a fraction whose numerator is the Usable Area of the Premises and whose denominator is the total Usable Area (as reasonable determined by the Lessor) contained in the Building.


In addition to other payments by Lessee to Lessor required by this Lease, Lessee shall pay to Lessor as addition rents, for each year or portion thereof during the term of this Lease, Lessee's Proportionate Share of the amount of annual Operating Expenses in excess of $2.56 per year per square foot of total Usable Area (as reasonable determined by Lessor) contained in the Building.


At a time convenient for Lessor after the end of each calendar year (o ...