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EXHIBIT D

TENANT IMPROVEMENTS WORK LETTER

1. The Tenant Work

. Under the Lease, Tenant has agreed to accept the Premises in

their current condition without any obligations for the performance of additional

improvements or other work by Landlord. Notwithstanding the foregoing, Landlord has

agreed that Tenant may perform certain Tenant Improvements, which shall be limited to

construction of private offices including new carpet and new paint throughout the Premises

phone and/or data cabling. The Tenant Improvements shall be in accordance with the

provisions of this Work Agreement and, to the extent not inconsistent herewith, the

provisions of the Lease. Performance of the Tenant Improvements shall not serve to abate

the payment of Rent or otherwise extend the Rent Commencement Date under the Lease.

2. Cost of the Work

. Except as provided hereinafter, Tenant shall pay all costs (the

“Costs of the Work”) associated with the Tenant Improvements whatsoever, including

without limitation, all permits, inspection fees, fees of architects, engineers, and contractors,

utility connections, the cost of all labor and materials, bonds, insurance, and any structural

or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any

building mechanical, electrical, plumbing or other systems and equipment or relocation of

any existing sprinkler heads, either within or outside the Premises required as a result of the

layout, design, or construction of the Tenant Improvements.

Review and Approval.

3.1. Preliminary Plan and Specifications

3.1.1. Submission

. No later than thirty (30) days after the mutual execution

of the Lease, Tenant shall submit two (2) sets of a “Preliminary Plan” (as described in Section

12 herein) to Landlord for approval.

3.1.2.

Review

. Landlord shall, within ten (10) working days after receipt

thereof, either approve said Preliminary Plan, or disapprove the same advising Tenant of the

reasons for such disapproval. If necessary, Landlord shall also endeavor to obtain Landlord’s

insurers approval of any sprinkler drawings. In the event Landlord disapproves said

Preliminary Plan, Tenant shall modify the same, taking into account the reasons given by

Landlord for said disapproval, and shall submit two sets of the revised Plan to Landlord

within five (5) days after receipt of Landlord’s initial disapproval.

3.2.

Working Drawings and Engineering Report

3.2.1.

Submission

. No later than sixty (60) days after mutual execution of

this lease, Tenant shall submit to Landlord for approval two (2) sets of “Working Drawings”

(as defined in Section 12 herein), and a report (the “Engineering Report”) from Tenant’s

mechanical, structural and electrical engineers indicating any special heating, cooling,

ventilation, electrical, heavy load or other special or unusual requirements of Tenant.

3.2.2. Review. Landlord shall, within ten (10) working days after receipt

thereof, either approve the Working Drawings and Engineering Report, or disapprove the

same advising Tenant of the reasons for disapproval. If necessary, Landlord shall also

endeavor to obtain Landlord’s insurers approval of any sprinkler drawings. If Landlord

disapproves of the Working Drawings or Engineering Report, Tenant shall modify and submit

revised Working Drawings, and a revised Engineering Report, taking into account the reasons

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given by Landlord for disapproval, within five (5) days after receipt of Landlord’s initial

disapproval.

3.3. Change Orders

. No changes, modifications, alterations or additions to the

approved Preliminary Plan or Working Drawings may be made without the prior written

consent of Landlord after written request therefore by Tenant. In the event that the

Premises are not constructed in accordance with said approved Preliminary Plan and

Working Drawings, then Tenant shall not be permitted to occupy and/or conduct business

from the Premises until the Premises reasonably comply in all respects with said approved

Preliminary Plan and Working Drawings; in such case, the Rent shall nevertheless commence

to accrue and be playable as otherwise provided in the Lease.

3.4. Final Inspection

. Landlord’s acceptance of the Tenant Improvements as being

complete in accordance with the approved Preliminary Plan and Working Drawings shall be

subject to Landlord’s inspection and written approval. Tenant shall give Landlord five (5)

days prior written notification of the anticipated completion date of the Tenant

Improvements.

3.5. Landlord’s Approval

3.5.1. Landlord shall not unreasonably withhold approval of any Preliminary

Plan, Working Drawings, Engineering Report, or Change Order submitted hereunder if they

provide for a customary layout, are compatible with the Building’s shell and core

construction, and will not require any structural modifications to the Building, whether

required by heavy loads or otherwise.

3.5.2. Landlord’s approval of Tenant’s Preliminary Plans, Working Drawings,

Engineering Report or Change Order, and Landlord’s recommendations or approvals

concerning contractors, subcontractors, engineers or architects (if any) shall not be deemed

a warranty as to the quality or adequacy of the Tenant Improvements, or the design thereof,

or of its compliance with Laws, codes and other legal requirements.

4. Compliance

. The Tenant Improvements shall comply in all respects with the

following: (a) the Building Code of the City and State in which the Building is located and

State, County, City or other laws, codes, ordinances and regulations, as each may apply

according to the rulings of the controlling public official, agent or other such person, (b)

applicable standards of the National Board of Fire Underwriters and National Electrical Code,

and (c) building material manufacturer’s specifications. If necessary, the Tenant

Improvements shall also comply with the requirements of Landlord’s insurer.

Architects, Engineers, and Contractors

5.1.

Qualified Professionals

. The Preliminary Plan, Working Drawings, Engineering

Report and the Tenant Improvements, shall be prepared and performed by licensed,

reputable and qualified architects, engineers and contractors.

5.2. Insurance Requirements

5.2.1. Professional Liability

. All architects and engineers shall carry

professional liability insurance with limits not less than one million dollars per claim

($1,000,000).

5.2.2. Worker’s Compensation

. All contractors and subcontractors shall

carry Worker’s Compensation Insurance covering all of their respective employees in the

statutorily required amounts.

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5.2.3. General Liability

. All contractors and subcontractors shall each

separately obtain and keep in force a policy of general liability insurance consistent with the

requirements of Sections 13.1.1 and 13.2 of the Lease; provided, however, (i) the limit for

such insurance shall be at least three million dollars ($3,000,000) notwithstanding any other

amount set forth in the Lease, and (ii) the policies therefore shall cover both Landlord and

Tenant, as additional insureds. Evidence of such insurance shall be delivered to Landlord

before the construction is commenced or contractor’s equipment is moved onto the

building.

6. Performance

6.1. The Tenant Improvements shall be commenced promptly following the

Possession Date, and shall thereafter be diligently prosecuted to completion, subject only to

delays for reasons beyond Tenant’s control (except financial matters). All Tenant

Improvements shall conform with the Working Drawings approved by Landlord in writing,

and Landlord may periodically inspect the Tenant Improvements for such compliance. The

Tenant Improvements shall be coordinated under Landlord’s direction with other work being

done or to be performed for or by other tenants in the building so that the Tenant

Improvements will not interfere with or delay the completion of any other construction work

in the building.

6.2. Tenant shall perform the Tenant Improvements in a thoroughly safe, first-

class and workmanlike manner in conformity with the approved Preliminary Plan and

Working Drawings, and shall be in good and usable condition at the date of completion.

6.3. Tenant shall be required to obtain and pay for all necessary permits and/or

fees with respect to the Tenant Improvements, copies of which shall be provided to Landlord

prior to commencement of the Tenant Improvements.

6.4. Each contractor and subcontractor shall be required to obtain prior written

approval from Landlord for any space outside the Premises within the building, which such

contractor or subcontractor desires to use for storage, handling, and moving of his materials

and equipment, as well as for the location of any facilities or personnel. Nothing in the

paragraph shall, however, give rise to any obligation on Landlord to provide such space.

6.5. The contractors and subcontractors shall be required to remove from the

Premises and dispose of, at least once a week and more frequently as Landlord may direct,

all debris and rubbish caused by or resulting from the construction. Upon completion of the

Tenant Improvements, the contractors and subcontractors shall remove all surplus

materials, debris and rubbish of whatever kind remaining within the building which has been

brought in or created by the contractors and subcontractors in the performance of the

Tenant Improvements. If any contractor or subcontractor shall neglect, refuse or fail to

remove any such debris, rubbish, surplus material or temporary structures within two (2)

days after notice to Tenant from Landlord with respect thereto, Landlord may cause the

same to be removed by contract or otherwise as Landlord may determine expedient, and

charge the cost thereof to Tenant as additional Rent under the Lease.

6.6. Tenant shall obtain utility service, including meter, from the utility company

supplying service, unless Landlord elects to supply service and/or meters. Tenant shall

obtain and furnish Landlord copies of all approvals with respect to electrical, water and

telephone work as may be required by the respective company supplying the service.

6.7. Tenant shall, at its cost and expense construct, purchase, install and perform

any and all work included within the Tenant Improvements so as to obtain any

governmentally required certificate of occupancy and to occupy the Premises as soon as

possible.

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6.8. Copies of “as built” drawings shall be provided to Landlord no later than thirty

(30) days after completion of the Tenant Improvements.

6.9. Landlord shall not be responsible for any disturbance or deficiency created in

the air conditioning or other mechanical, electrical or structural facilities within the building

or Premises as a result of the Tenant Improvements. If such disturbances or deficiencies

result, Tenant shall correct the same and restore the services to Landlord’s reasonable

satisfaction, within a reasonable time. Tenant shall use Landlord’s approved HVAC Service

provider for any and all installations and adjustments required to the Premises in the course

of the Tenant Improvements. Tenant’s mechanical system (heating, ventilating, and air

conditioning) shall tie into the central EMCS (emergency management control system) and

the type of keys to such system shall match those specified in the Building plans.

6.10. If performance of the Tenant Improvements shall require that additional

services or facilities (e.g., common area cleaning services) be provided, Tenant shall pay

Landlord’s reasonable charges therefore.

6.11. Tenant’s contractors shall comply with the rules of the building and

Landlord’s requirements respecting allowable construction hours and manner of handling

materials, equipment and debris. Construction activities, delivery of materials, equipment

and removal of debris must be arranged to avoid any inconvenience or annoyance to other

occupants. The Tenant Improvements and all cleaning in the Premises must be controlled to

prevent dirt, dust or other matter from infiltrating into adjacent Tenant or mechanical areas.

6.12. Landlord may impose reasonable additional requirements from time to time

in order to ensure that the Tenant Improvements, and the construction thereof does not

disturb or interfere with any other Tenants of the building, or their visitors, contractors or

agents, nor interfere with the efficient, safe and secure operation of the building. Tenant’s

Contractor shall obtain a copy of, and comply at all times with, the then current contractor’s

rules and regulations for the Building.

7. Liens

. Tenant shall keep the Premises, the building and surrounding areas free from

any mechanic’s, materialman’s or similar liens or other such encumbrances in connection

with the Tenant Improvements, and shall indemnify and hold Landlord harmless from an

against any claims, liabilities, judgments, or costs (including attorneys’ fees) arising in

connection therewith. Tenant shall remove any such lien or encumbrance by bond or

otherwise within thirty (30) days after written notice by Landlord, and if Tenant shall fail to

do so, Landlord may pay the amount necessary to remove such lien or encumbrance ,

without being responsible for investigating the validity thereof. The amount paid shall be

deemed additional rent under the Lease payable upon demand, without limitation as to

other remedies available to Landlord under the Lease. Nothing contained herein shall

authorize Tenant to do any act which shall subject Landlord’s title to the building or Premises

to any liens or encumbrances whether claimed by operation of law or express or implied

contract. Any claim to a lien or encumbrance upon the building or Premises arising in

connection with the Tenant Improvements shall be null and void, or at Landlord’s option

shall attach only against Tenant’s interest in the Premises and shall in all respects be

subordinate to Landlord’s title to the building and Premises.

8. Certain Definitions

. As used in this Work Agreement, the following terms shall have

the meanings provided in this Section.

8.1. Preliminary Plan. “Preliminary Plan” shall mean and refer to a plan, drawn to

scale, showing: (1) demising walls, corridor doors, interior partition walls and interior doors

(if any), (2) any restrooms, kitchens, computer rooms, file rooms and other special purpose

rooms, and any sinks or other pluming facilities, or other special facilities or equipment, (3)

all utility connections, (4) any communications system, indicating telephone and computer

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outlet location, (5) and other Lines (as defined in the Lease), and (6) any other details or

features required to reasonably delineate the Work to be performed.

8.2. Working Drawings

. “Working Drawings” shall mean and refer to fully

dimensioned architectural construction drawings and specifications, and any required

engineering drawings (including mechanical, electrical, plumbing, air-conditioning,

ventilation and heating), and shall include any applicable items described above for the

Preliminary Plan, and if applicable: (1) electrical outlet locations, circuits and anticipated

usage therefore, (2) reflected ceiling plan, including lighting, switching, and any special

ceiling specifications, (3) duct locations for heating, ventilating and air-conditioning

equipment, (4) dimensions of all equipment and cabinets to be built in, (5) location of all

Lines (as defined in the Lease), (6) location of any equipment or systems (with brand names

wherever possible) which require special consideration relative to air-conditioning,

ventilation, electrical, plumbing, structural, fire protection, life-fire-safety system, or

mechanical systems, (7) weight and location of heavy equipment, and anticipated loads for

special usage rooms, and (8) any other details or features required to completely delineate

the Work to be performed.

9. Incorporation into Lease; Defaults

9.1. Incorporation

. The Parties agree that the provisions of this Work Agreement

are hereby incorporated by this reference into the Lease fully as though set forth therein. In

the event of any express inconsistencies between the Lease and this Work Agreement, the

latter shall govern and control.

9.2. Defaults

. If Tenant shall default under this Work Agreement, Landlord may

order that all Tenant Improvements being performed in the Premises be stopped

immediately, and that no further deliveries to the Premises be made, until such default is

cured, without limitation as to Landlord’s other remedies. Any amounts payable by Tenant

to Landlord hereunder shall be paid as additional rent under the Lease. Any default by the

other party hereunder shall constitute a default under the Lease and shall be subject to the

remedies and other provisions applicable thereto under the Lease. If Tenant shall default

under the Lease or this Work Agreement and fail to cure the same within the time permitted

for cure under the Lease, at Landlord’s option, all amounts paid or incurred by Landlord

towards the Improvement Allowance shall become immediately due and payable as

additional Rent under the Lease.

10.

Tenant Reimbursement

. Landlord shall contribute a Tenant Improvement Allowance

of up to EIGHTY THOUSAND ONE HUNDRED AND 00/100 DOLLARS ($80,100.00) (the “Tenant

Improvement Allowance”) towards Tenant’s hard and soft costs and expenses incurred by

Tenant in designing, permitting, and constructing the Tenant Improvements. Landlord shall

reimburse Tenant within ten (10) business days after Tenant has submitted to Landlord: (i)

an invoice for the Tenant Improvement Allowance, (ii) the required “as-built” drawings,

including mechanical, plumbing and electrical details, and (iii) a certificate from Tenant’s

architect or contractor setting forth the description of the work performed, materials

furnished, and costs thereof incurred by or on behalf of Tenant. Tenant must request

reimbursement within thirty (30) days of the substantial completion of the Tenant

Improvements provided by the Tenant, but not later than July 31, 2011. Landlord’s

obligation to pay the Tenant Improvement Allowance is expressly conditioned upon the

Tenant’s timely request for such Tenant Improvement Allowance and submission of all

documentation required to make such request for the Tenant Improvement Allowance. Any

unused/unclaimed portion of the Tenant Improvement Allowance shall be forfeited and not

otherwise payable to Tenant.