First Amendment To Employment Agreement - FUTURELINK CORP - 9-28-2000

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First Amendment To Employment Agreement - FUTURELINK CORP - 9-28-2000 Powered By Docstoc
					EXHIBIT 10.20 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of November 15, 1999, is entered into by and among FutureLink Corp., a Delaware corporation (the "Company"), and the successor-in-interest to FutureLink Distribution Corp., a Colorado corporation, and Vincent L. Romano, Jr. (the "Employee") in order to amend the Employment Agreement entered between the parties hereto on July 15, 1999, which became effective August 1, 1999 (the "Employment Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Employment Agreement unless the context otherwise requires. RECITALS WHEREAS, pursuant to the Employment Agreement, the Employee has served as the Company's Executive Vice-President Sales and Marketing since August 1, 1999; WHEREAS, the parties desire that the Employee serve as the Company's Executive Vice-President for Application Service Provision; WHEREAS, concurrently and in connection with the execution of the Employment Agreement, the Company and the Employee entered into a Loan Agreement (the "Loan Agreement") and Promissory Note (the "Note") pursuant to which the Company loaned the Employee Two Million Dollars ($2,000,000) to be used to purchase common stock of the Company (the "Loan"); WHEREAS, the Company and the Employee are amending the Loan Agreement; AND WHEREAS the Employee and the Company wish to amend the Employment Agreement to change the Employee's position with the Company, and to conform to the amendment to the Loan Agreement; and NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained the parties hereto agree as follows: AGREEMENT 1. Section 1.1 of the Employment Agreement is hereby deleted in its entirety and superceded by the following: "1.1 Position and Duties. The Company hereby engages and employs the Executive as Executive Vice-President for Application

Service Provision, with his principal office in Tysons Corner, Virginia, for the term set forth in this Agreement." "The Company's Board of Directors (the "Board") may provide such additional designations of title to the Executive as the Board, in its discretion, may deem appropriate. The Executive shall perform the executive duties and functions related to the above positions, subject to the reasonable limitations of authority set forth from time to time in the resolutions of the Board and applicable law." 2. Section 2.4 of the Employment Agreement is hereby deleted in its entirety and superceded by the following: "2.4 Share Purchase and Loan. Upon execution of this Employment Agreement, the parties shall execute the Confidentiality and Non-Competition Agreement attached as Schedule "A" hereto, the Loan Agreement attached as Schedule "B" hereto (the "Loan Agreement") and the Escrow Agreement attached as Schedule "C" hereto (the "Escrow Agreement"). Under the terms of the Loan Agreement and subject to the terms of the Escrow Agreement, the Company shall immediately loan to the Executive the sum of $2,000,000.". "The shares held pursuant to the Escrow Agreement (the "Escrowed Shares") shall be issued by the Company in accordance with exemptions from registration in accordance with applicable securities laws and shall be "legended" appropriately. However, these Escrowed Shares, whether or not released from escrow in accordance with the Escrow Agreement, shall be entitled to the following registration rights: (a) The Company hereby agrees with the Executive that it shall include the Escrowed Shares in a subsequent Registration Statement on Form S-1 or such other form as the Company deems appropriate, with the Securities and Exchange Commission (the "SEC"), covering the resale of the Escrowed Shares. The Escrowed Shares shall be entitled to "piggy-back" registration rights and be included on either the Registration Statement currently being considered by the Company or on the next Registration Statement to be filed by the Company, at the Company's discretion; (b) The Company shall use its best efforts to cause the Registration Statement provided for above to be filed with the SEC no later 2

than July 31, 2000 and to be declared effective no later than September 30, 2000; (c) Should the Company fail to cause a Registration Statement with respect to the registration of the Escrowed Shares to be filed on or before July 31, 2000, the Executive shall thereafter have the right to demand that the Company prepare and file a Registration Statement covering the resale of the Escrowed Shares immediately thereafter; and (d) The Company shall file any Registration Statement including the registration for resale of the Escrowed Shares without charge to the Executive. The Executive shall, however, bear the fees of his own counsel and any transfer taxes applicable to the resale of the Escrowed Shares sold by the Executive pursuant thereto." 4. No amendment, alteration, modification or waiver of any provision hereof shall be valid unless in writing and signed by both parties hereto. 5. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement by the other party hereto shall not operate or be construed as a waiver of any subsequent breach or violation. The invalidity of any one or more words, phrases, sentences, paragraphs, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portion(s) of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, paragraphs, clauses or sections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, paragraph or paragraphs, clause or clauses, or section or sections had not been inserted into this Agreement. 6. The parties hereto shall respectively do all acts and things and execute all documents reasonably required to give effect to this Agreement. 7. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of California and the parties hereto expressly attorn to the jurisdiction of the courts of Orange County, State of California. 8. The division of this Agreement into Sections is for convenience of reference only and shall not affect the construction and interpretation of this Agreement. 9. This Agreement may be executed in one or more counterparts each of which together shall constitute the entire agreement. 3

IN WITNESS WHEREOF the Company and the Borrower have executed this Agreement as of the date first above written. FUTURELINK CORP.
By: /s/ RICHARD M. WHITE -----------------------------------Print Name: Richard M. White ---------------------------Print Title: SVP Administration --------------------------By: /s/ KYLE B.A. SCOTT -----------------------------------Print Name: Kyle B.A. Scott ---------------------------Print Title: VP & Secretary ---------------------------

/s/ J. M. SACK ----------------------------------Witness

/s/ VINCENT L. ROMANO, JR. ---------------------------------------VINCENT L. ROMANO, JR.

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EXHIBIT 10.21 CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE FutureLink Corp. (the "Company") and Vincent L. Romano, Jr., an individual employed by the Company (the "Employee") pursuant to an Employment Agreement dated as of August 1, 1999, as amended, both hereby agree to terminate the employment relationship on the following basis: 1. The Employee hereby submits his voluntary resignation from the Company effective July 31, 2000. He will receive full payment for the 43.29 hours of vacation he has accrued through that date. In addition, the Employee agrees to return to the Company all files, records, credit cards, keys, equipment, and any other Company property or documents maintained by him for the Company's use or benefit by August 15, 2000. 2. The Employee represents that he is resigning voluntarily and is signing this Agreement voluntarily and with a full understanding of and agreement with its terms, for the purpose of receiving additional pay from the Company beyond that provided by normal Company policy. 3. In reliance on the Employee's voluntary resignation and representations and releases in this Agreement, the Company will provide him with a lump sum payment of Thirty Thousand Dollars ($30,000), less legally required deductions, payable within 30 days of July 31, 2000. The Employee agrees that he is not entitled to receive, and will not claim, any right, benefit, or compensation other than what is expressly set forth in this paragraph, and hereby expressly waives on behalf of himself, his heirs, successors and assigns any claim to any compensation, benefit, or payment which is not expressly referenced in this paragraph. 4. In addition to the cash consideration payable to the Employee in accordance with paragraph 3 hereof, the Employee shall be entitled to retain in his possession his laptop computer and the Employee hereby acknowledges that he is in possession of a Toshiba 7020ct/6.4 Laptop Computer, serial number 69022914-3 which currently belongs to the Company. The Employee shall retain the above referenced laptop computer plus all accessories for same in his possession and the Company hereby appoints the Employee its irrevocable attorney to effect the transfer of all its right, title and interest to the said laptop computer and accessories into the name of the Employee. The Employee hereby acknowledges that the transfer of the said laptop computer involves the receipt of equipment with a current fair market value of $1,200.00 and that he shall be responsible for any and all state and federal taxes applicable to such transfer. The Employee undertakes to transfer all files regarding the Company and its business to the Company and to delete such files from the hard drive of the said laptop computer no later than August 15, 2000.

5. Furthermore, as a condition to receipt of the benefits provided in paragraphs 3 and 4 hereof, the Employee promises (a) to keep this Agreement and its contents in complete confidence and not to disclose the fact or terms of this Agreement or the fact or amount of these additional payments to any person, including any past, present, or prospective employee of the Company, except as is necessary to obtain tax and legal advice; and (b) not to disparage the Company in any manner. 6. The Company hereby agrees to use its reasonable best efforts to provide a final W2 statement of earnings to the Employee as soon as possible following the execution of this Agreement and in any event no later than September 15, 2000. The Company also agrees to cooperate fully with the Employee and his representatives in connection with any actual or proposed sale of restricted shares of the Company's common stock currently held by the Employee once such shares are eligible for resale in accordance with applicable securities laws and the Company agrees to bear the expense of any legal opinion which may be required to effect such resale. 7. The Confidentiality and Non-Competition Agreement dated as of August 1, 1999 between the Employee and the Company, which was executed when the Consultant agreed to serve as an employee of the Company, shall remain in full force and effect notwithstanding any other provision of this Agreement, with July 31, 2000 being deemed the Employee's "Termination Date" for the purposes of that agreement. Notwithstanding any provision of the Confidentiality and Non-Competition Agreement or the Employment Agreement between the Employee and the Company, including, but not limited to, section 12(1) of the said Confidentiality and Non-Competition Agreement, the Company hereby specifically agrees that with respect to the following companies: (a) NobelStar, Inc.; (b) WPSH Media, Inc., its predecessors, successors, subsidiaries, parents and related corporations companies and divisions (including Sevenspace, Inc.); and (c) Concannon Technologies, the Employee is released from the provisions of the said Confidentiality and Non-Competition Agreement and Employment Agreement and the Company agrees not to take action against the Employee or the above companies in the event that the Employee seeks or secures employment or consulting arrangements with the above companies. This limited release and covenant by the Company not to bring legal action shall be for the benefit of the Employee and any of the above-listed companies. 8. The Employee does hereby, for himself and his heirs, successors and assigns, release, acquit and forever discharge the Company, and its officers, directors, managers, employees, representatives, related entities, successors, and assigns (the "Released Parties"), of and from any and all claims, actions, charges, complaints, causes of action, rights, demands, debts, damages, or accountings of whatever nature, known or unknown, which he or his heirs may have against such persons or entities based on any actions or events which occurred prior to the effective date of this Agreement, including but not limited to those related to, or arising from, the Employee's employment with the Company or his termination thereof. 2

In exchange for material portions of the additional pay provided in paragraph 3 and in accordance with the Older Workers Benefit Protection Act, the Employee hereby knowingly and voluntarily waives and releases all rights and claims, known and unknown, arising under the Age Discrimination In Employment Act of 1967, as amended, which he might otherwise have had against the Released Parties regarding any act or omission which occurred on or before the effective date of this Agreement. The Company does hereby, for itself and any related entities and successors or assigns, release and acquit and forever discharge the Employee and his heirs from any and all claims, actions, charges, complaints, causes of action, rights, demands, debts, damages or accountings of whatever nature, known or unknown, which are based on conduct by the Employee which fell within the course and scope of his employment with the Company. The Company is unaware of any conduct of the Employee which might give rise to liability of the Employee to the Company. Company further agrees to indemnify and hold the Employee harmless from any claims made against the Employee arising out of or related to the Employee's employment with the Company. 9. It is further understood and agreed that as a condition of this Settlement, all rights under Section 1542 of the Civil Code of the State of California are expressly waived by the Employee. Such Section reads as follows: "A General Release does not extend to claims which a creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor." 10. This Agreement contains all of the terms, promises, representations, and understandings made between the parties with respect to the resignation of the Employee as set forth herein. Unless expressly set forth herein, this Agreement shall not alter the terms of any prior agreements entered into between the Employee and the Company, including, without limitation, the Loan Agreement dated August 1, 1999 between the Employee and the Company, as amended, and the Loan Termination Agreement between the parties dated June 30, 2000. 11. The Employee understands that he is waiving significant legal rights by signing this Agreement, and has consulted with an attorney and/or other persons to the full extent he wanted to do so before signing this Agreement. 3

The Employee is hereby advised (a) to consult with an attorney prior to signing this Agreement and (b) that he has 21 days in which to consider and accept this Agreement by signing this Agreement, which should then be promptly returned to Richard M. White, the Company's Senior Vice-President, Administration. In addition, the Employee has a period of 7 days following his signing of this Agreement in which he may revoke the Agreement. If the Employee does not advise the Company (by a writing received by Mr. White within such 7 day period) of his intent to revoke the Agreement, the Agreement will become effective and enforceable upon the expiration of the 7 days. 12. In any action, litigation or proceeding between the parties arising out of or related to this Agreement, the prevailing party shall be awarded, in addition to any damages, injunctions or other relief, and without regard to whether or not such matter is prosecuted to final judgment, such party's costs and expenses, including reasonable attorneys' fees. 13. This Agreement shall be construed and enforced in accordance with the laws in effect in the State of California and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the federal and state courts located in Orange County, California. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the 31st day of July, 2000. FUTURELINK CORP.
Per: /s/ R. White ----------------------------------Richard M. White Snr Vice President, Administration

Per: /s/ Jeffrey S. Marks ----------------------------------Jeffrey S. Marks Ass't General Counsel and Secretary

SIGNED, SEALED AND DELIVERED in the presence of:
/s/ J.M. Sack ---------------------------------Witness /s/ Vincent L. Romano ----------------------------------VINCENT L. ROMANO, JR.

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EXHIBIT 10.29 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET [AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION LOGO] 1. BASIC PROVISIONS ("Basic Provisions") 1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only, April 27, 2000, is made by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION ("LESSOR") and FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION, ("LESSEE"), (collectively the "Parties," or individually a "Party"). 1.2 PREMISES: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known by the street address of 2 South Pointe Drive, Lake Forest, 92630 located in the County of Orange, State of California, and generally described as that certain free-standing two-story building consisting of approximately 77,326 rentable square feet ("Building") and including the exclusive use and possession of all common areas shown on Exhibit "A" attached hereto (the "Exclusive Use Area") and the exclusive use and possession of the parking areas (the "Lessee Parking Area") which shall provide a minimum of three hundred (300) parking spaces free of charge. On or before Substantial Completion (defined below) of the Tenant Improvements in the Building and Commencement of the Lease, Lessee and Lessor shall measure the Building to determine the "Rentable Area". The term "Rentable Area" as used in this Lease shall be determined in accordance with the criteria established by the Building Owners and Managers Association ("BOMA"), as American National Standard Institute Z65.1-1980. The Exclusive Use Area, Lessee Parking Area, and the Building are collectively referred to herein as the "Premises". (See Paragraph 2 for further provisions.) 1.3 TERM: Ten (10) years and -0- months ("ORIGINAL TERM") commencing upon Substantial Completion and final inspection of Tenant Improvements by the City of Lake Forest* ("COMMENCEMENT DATE") and ending ten (10) years thereafter ("EXPIRATION DATE"). As used herein the word "Term" shall include the "Original Term" and any Option to Extend period(s) exercised by Lessee herein. (See Paragraph 3 for further provisions.) *(See Addendum A, Item F for Start Date Amendment.) Notwithstanding the provisions of Section 1.3 of the Lease, the Original Term of the Lease and Lessee's obligation to pay Base Rent will commence (the "Commencement Date") upon the date of final inspection of the substantially completed Tenant Improvements as defined on Addendum E herein by the City of Lake Forest (the "Substantial Completion Date") (see Addendum "E" for additional terms). The Target Commencement Date is July 15, 2000 ("Target Commencement Date"). Lessor shall give Lessee at least ten (10) days prior notice of the anticipated final inspection/Substantial Completion Date. Lessor agrees to grant Lessee rent-free access to the Premises for a period of at least the last thirty (30) days of the construction period and prior to Substantial Completion for the purpose of fixturization and utility installations. Said access shall be coordinated with Lessor's job-site superintendent and shall be granted at times and in such areas as said job-site superintendent deems reasonable so as not to materially interfere with or delay the completion of the Tenant Improvements as set forth on Addendum E herein and shall be subject to applicable requirements of the City of Lake Forest, if any. Lease payments shall not commence until the Commencement Date as set forth on the Start Date Amendment. Lessor shall have no liability or 1

responsibility for damages to the personal property of Lessee, or any loss suffered by Lessee through vandalism, theft, or destruction of the property by fire or any other causes. 1.4 EARLY POSSESSION: None ("EARLY POSSESSION DATE"). (See Paragraphs 3.2 and 3.3 for further provisions.) 1.5 BASE RENT: $92,791.20 (based on 77,326 rentable sq.ft.) per month ("BASE RENT"), plus $5,111.34 monthly Tenant Improvement amortization for A TOTAL MONTHLY REMITTANCE OF $97,902.54 payable on the first day of each month commencing upon Substantial Completion and final inspection of Tenant Improvements by the City of Lake Forest, (See Paragraph 4 for further provisions.) 1.6 BASE RENT PAID UPON EXECUTION: $199,198.54, which includes $92,791.20 as Base Rent for the first month, $5,111.34 monthly Tenant Improvement amortization and $101,296.00 as Security Deposit equal to one month's rent pursuant to Article 5 herein. [X] If this is checked, there are provisions in this Lease for the Base Rent to be adjusted per Addendum C, attached hereto. RENT CHECKS ARE DUE ON THE FIRST OF EACH MONTH. Please remit to: Olen Commercial Realty Corp., 7 Corporate Plaza, Newport Beach, CA 92660. LESSOR DOES NOT INVOICE ON A MONTHLY BASIS. 1.7 SECURITY DEPOSIT: $101,296.00 ("SECURITY DEPOSIT"). (See Paragraph 5 for further provisions.) 1.8 PERMITTED USE: General office, ancillary uses and any other legal use as approved by the City of Lake Forest (See Paragraph 6 for further provisions.) 1.9 INSURING PARTY: Lessee is the "INSURING PARTY" unless otherwise stated herein. (See Paragraph 8 for further provisions.) 1.10 REAL ESTATE BROKERS: The following real estate brokers (collectively, the "BROKERS") and brokerage relationships exist in this transaction and are consented to by the Parties: Jon Marchiorlatti, CB Richard Ellis, Inc. represents Lessor exclusively

("Lessor's Broker") Jeff Carr, CB Richard Ellis, Inc. represents Lessee exclusively

("Lessee's Broker") N/A both Lessor and Lessee (See Paragraph 15 for further provisions.) 1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be guaranteed by N/A ("GUARANTOR"). (See Paragraph 37 for further provisions.) 1.12 ADDENDA. Attached hereto are Addenda A, B, C, D, E and Exhibits "A" and "B", "B-1", "B-2", "B-3" and "B-4", all of which constitute a part of this Lease. 2. PREMISES 2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the Term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Except as otherwise provided herein, any statement of square footage set forth in this Lease, or that may have been used in

calculating rental, is an approximation which Lessor and Lessee agree is reasonable and the rental based thereon is not subject to revision whether or not the actual square footage is more or less. (See Article 1.2 herein.) 2

2.2 CONDITION. Lessor shall deliver the Premises to Lessee clean and free of debris on the Commencement Date and warrants to Lessee, that the existing plumbing, roof, foundation and other structural components of the Building, fire sprinkler system, lighting, air conditioning, heating, and loading doors, if any, in the Building, other than those constructed by Lessee, shall be in good operating condition on the Commencement Date. If a noncompliance with said warranty exists as of the Commencement Date, Lessor shall, except as otherwise provided in this Lease and except due to negligence or misuse or misconduct on the part of Lessee, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such noncompliance, rectify same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within one year after the commencement Date, then, except as specifically set forth herein with regard to capital improvements, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. 2.3 COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor warrants to Lessee that the Improvements on the Premises comply with all applicable covenants or restrictions of record and Applicable Law (defined in 6.3), including Building codes, regulations and ordinances in effect on the Commencement Date. Said warranty does not apply to the use to which Lessee will put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such noncompliance, rectify the same at Lessor's expense. 2.4 ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that it has been advised by the Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical and fire sprinkler systems, security, environmental aspects, compliance with Applicable Law, as defined in Paragraph 6.3) and the present and future suitability of the Premises for Lessee's intended use, (b) that Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Lessee's occupancy of the Premises and/or the Term of this Lease, and (c) that neither Lessor, nor any of Lessors agents, has made any oral or written representations or warranties with respect to the said matters other than as set forth in this Lease. 2.5 3. TERM. 3.1 TERM. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 EARLY POSSESSION. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent or Additional Rent and operating costs shall be abated for the period of such early possession. All other terms of this Lease, however, (including but not limited to the obligations to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such early possession shall not affect nor advance the Expiration Date of the Original Term. 3.3 DELAY IN POSSESSION. If for any reason Lessor cannot deliver Possession of the Premises to Lessee as agreed herein by the Early Possession Date, if one is specified in Paragraph 1.4, or if no Early Possession Date is specified, by the Commencement Date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease, or the obligations of Lessee hereunder, or extend the Term hereof, but in such case, Lessee shall not, except as otherwise provided herein, be obligated to pay rent or perform any other obligation of Lessee under the terms of this Lease until Lessor delivers Possession of the Premises to Lessee. Providing Lessor has received signed Leases and move-in monies and all approved working drawings from Lessee on or before May 12, 2000, then if Possession of the Premises is not delivered to Lessee by September 15, 2000 and providing said non-delivery by the September 15, 2000 date was not due to acts, changes, omissions or construction activities on the part of Lessee or by Lessee, Lessee may, at its option, by notice in writing to Lessor within ten (10) days thereafter, cancel this Lease, in which event the 3

Parties shall be discharged from all obligations hereunder, provided, however, that if such written notice by Lessee is not received by Lessor within said ten (10) day period, Lessee's right to cancel this Lease shall terminate and be of no further force or effect. Except as may be otherwise provided, and regardless of when the Term actually commences, if Possession is not tendered to Lessee when required by this Lease and Lessee does not terminate this Lease, as aforesaid, the period free of the obligation to pay Base Rent, if any, that Lessee would otherwise have enjoyed shall run from the date of delivery of Possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts, changes or omissions of Lessee. 4. RENT 4.1 BASE RENT. Lessee shall cause payment of Base Rent and other rent or charges, as the same may be adjusted from time to time, to be received by Lessor in lawful money of the United States, without offset or deduction, on or before the day on which it is due under the terms of this Lease. Base Rent and all other rent and charges for any period during the Term hereof which is for less than one (1) full calendar month shall be prorated based upon the actual number of days of the calendar month involved. Payment of Base Rent and other charges shall be made to Lessor at its address stated herein or to such other persons or at such other addresses as Lessor may from time to time designate in writing to Lessee. 5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the Security Deposit set forth in Paragraph 1.7 as Security for Lessee's faithful performance of Lessee's obligations under this Lease. If Lessee fails to pay Base Rent or other rent or charges due hereunder in Breach of this Lease, or otherwise Breaches this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount due Lessor or to reimburse or compensate Lessor for any liability, cost, expense, loss or damage (including reasonable attorneys' fees) which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of said Security Deposit, Lessee shall within ten (10) days after written request therefor deposit moneys with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. In the event the Security Deposit is still on hand pursuant to the terms set forth hereinbelow, then, any time the Base Rent increases during the last five (5) years of the Original Term of this Lease and any Option to Extend periods, Lessee shall, upon written request from Lessor, deposit additional moneys with Lessor sufficient to maintain the same ratio between the Security Deposit and the Base Rent as those amounts are specified in the Basic Provisions. Lessor shall not be required to keep all or any part of the Security Deposit separate from its general accounts. Lessor shall, at the expiration or earlier termination of the Term hereof and after Lessee has vacated the Premises, return to Lessee that portion of the Security Deposit not used or applied by Lessor. Unless otherwise expressly agreed in writing by Lessor, no part of the Security Deposit shall be considered to be held in trust, to bear interest or other increment for its use, or to be prepayment for any moneys to be paid by Lessee under this Lease. NOTE: Providing Lessee has paid Base Rent and scheduled Additional Rent on or before the tenth (10th) day of the month for the first sixty (60) months of the Term, then Lessor shall promptly refund the entire Security Deposit on hand. Unless the Security Deposit has already been refunded pursuant to the terms herein, the SECURITY DEPOSIT SHALL NOT BE APPLIED TOWARD THE LAST MONTH'S RENT. 6. USE. 6.1 USE. Lessee shall use and occupy the Premises only for the purposes set forth in Paragraph 1.8, or any other use which is comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that creates waste or a nuisance, or that grossly disturbs owners and/or occupants of, or causes damage to, neighboring premises or properties. Lessor hereby agrees to not unreasonably withhold or delay its consent to any written request by Lessee, Lessee's assignees or subtenants, and by prospective assignees and subtenants of the Lessee, its assignees and subtenants, for a modification of said permitted purpose for which the Premises may be used or occupied, so long as the same will not impair the structural integrity of the improvements on the Premises, the mechanical or electrical systems therein, is not significantly more burdensome to the Premises and the improvements thereon, and is otherwise permissible pursuant to this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within five (5) business days give a written notification of same, which notice shall include an explanation of Lessor's reasonable objections to the change in use. 4

6.2 HAZARDOUS SUBSTANCES. (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS SUBSTANCES" as used in this Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in, on or about the Premises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior written consent of Lessor and compliance in a timely manner (at Lessee's sole cost and expense) with all Applicable Law (as defined in Paragraph 6.3). "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority. Reportable Use shall also include Lessee's being responsible for giving notice of the presence of a Hazardous Substance to persons entering or occupying the Premises or neighboring properties to the extent Applicable Law requires. Notwithstanding the foregoing, Lessee may, without Lessor's prior consent, but in compliance with all Applicable Law, use any ordinary and customary materials reasonably required to be used by Lessee in the normal course of Lessee's business permitted on the Premises, so long as such use is not a Reportable Use and does not expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may (but without any obligation to do so) condition its consent to the use or presence of any Hazardous Substance, activity or storage tank by Lessee upon Lessee's giving Lessor such additional assurances as Lessor, in its reasonable discretion, deems necessary to protect itself, the public, the Premises and the environment against damage, contamination or injury and/or liability therefrom or therefor, including, but not limited to, the installation (and removal on or before Lease expiration or earlier termination) of reasonably necessary protective modifications to the Premises (such as concrete encasements) and/or the deposit of an additional Security Deposit under Paragraph 5 hereof. (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall with reasonable promptness give written notice of such fact to Lessor. Lessee shall also with reasonable promptness give Lessor a copy of any statement, report, notice, registration, application, permit, business plan, license, claim, action or proceeding given to, or received from, any governmental authority or private party, or persons entering or occupying the Premises, concerning the presence, spill, release, discharge of, or exposure to, any Hazardous Substance or contamination in, on, or about the Premises, including but not limited to all such documents as may be involved in any Reportable Uses involving the Premises. As used herein knowledge shall have been deemed to occur when any one of Lessee's corporate officers knows, or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on, under or about the Premises. (c) INDEMNIFICATION. Lessee shall indemnify, protect, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, and the Premises, harmless from and against any damages, liabilities, judgments, costs, claims, liens, expenses, penalties, permits and attorney's and consultants fees arising out of or involving any Hazardous Substance or storage tank brought onto the Premises by or for Lessee or under Lessee's control. Lessee's obligations under this Paragraph 6 shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation (including consultant's and attorney's fees and testing), removal, remediation, restoration and/or abatement thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances or storage tanks, unless specifically so agreed by Lessor in writing at the time of such agreement. 5

6.3 LESSEE'S COMPLIANCE WITH LAW. Except as otherwise provided in this Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently and in a timely manner, comply with all "Applicable Law," which term is used in this Lease to include all laws, rules, regulations, ordinances, directives, permits, and, except those recorded by Lessor after the Commencement Date unless by mutual consent, all covenants, easements and restrictions of record relating in any manner to the Premises as of the Commencement Date (including but not limited to matters pertaining to (i) industrial hygiene, (ii) environmental conditions on, in, under or about the Premises, including soil and groundwater conditions, and (iii) the use, generation, manufacture, production, installation, maintenance, removal, transportation, storage, spill or release of any Hazardous Substance or storage tank), now in effect or which may hereafter come into effect, and whether or not reflecting a change in policy from any previously existing policy. (a) Lessor will be responsible for all costs of all necessary capital improvements as may be required by Applicable Law first promulgated after the Commencement Date, unless same is required due to damage caused by Lessee or Lessee's specific use of the Premises, and Lessee shall be responsible for a proportionate share of the capital cost attributable to the remaining Lease Term which will be amortized over the term provided for that asset in the Revenue and Taxation Codes on a straight-line basis and paid for by Lessee on a monthly basis over the remaining Term. 6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's Lender(s) (as defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times and with reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Law (as defined in Paragraph 6.3), and to employ experts and/or consultants in connection therewith and/or to advise Lessor with respect to Lessee's activities, including but not limited to the installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance or storage tank on or from the Premises. The costs and expenses of any such inspections shall be paid by Lessor, unless a material Breach of this Lease, or a contamination, caused or materially contributed to by Lessee is found to exist or be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing contamination. In any such case, Lessee shall upon request promptly reimburse Lessor or Lessor's Lender, as the case may be, for the reasonable actual out-of-pocket costs and expenses of such inspections. 6.5. LESSOR WARRANTY. Lessor hereby represents, warrants and agrees that to the best of its knowledge, there is no existence of any known or suspected release, discharge, emission, installation or disposal of any Hazardous Material which has occurred in, on, at, under, above or about the Premises, which includes the Building, the Exclusive Use Area, and Lessee's Parking Area (or on or under adjacent land) to date, (i) the soil, ground water and improvements on or under the Premises are free of any Hazardous Material, (ii) no asbestos containing materials ("ACM") have been used in the construction of the Premises. Lessor shall promptly commence and diligently prosecute to completion an appropriate remediation program or programs with respect to any condition pre-existing the Commencement Date herein as required and approved by all applicable governmental and regulatory agencies and which is in compliance with all Laws. 6.6. LESSOR INDEMNITY. In addition to all other remedies of Lessee under this Lease, to the extent that any representation set forth in Paragraph 6.5 was false when made or any warranty or agreement set forth in Paragraph 6.5 is materially breached by Lessor, Lessor shall indemnify, defend (with counsel reasonably satisfactory to Lessee), protect and hold Lessee harmless from and against any and all 6

claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, diminution in value of Lessee's leasehold interest, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises and reasonable attorneys' and other professional fees which (a) arise out of or relate to the falsity of any such representation or material breach of any such warranty or agreement or (b) arise directly or indirectly from or in connection with the actual or alleged presence or release of any Hazardous Material in or into the air, soil, surface or groundwater in, on, at, under, above or about the Premises, which was present prior to the Commencement Date of this Lease. 6.7 LESSEE'S RIGHT OF ABATEMENT AND TERMINATION. If by reason of a Hazardous Substance release not by Lessee there is any material interference with Lessee's use and enjoyment of the Premises, to the extent that Lessee is unable to safely occupy or use all or any portion of the Premises, then (a) Base Rent and all other payments thereafter due and to become due to Lessor under this Lease shall be abated for the period during which such material interference commences and continues, and in proportion to the degree such material interference impairs Lessee's use and enjoyment of the Premises until the date such interference has ceased and Lessee is able to safely reoccupy the entire Premises for business purposes, and (b) in addition to Lessee's abatement rights under clause (a) of this Paragraph 6.7, in the event the nature of the material interference cannot be remedied within a period of six (6) months from the commencement of such interference and such interference materially affects Lessee's use and enjoyment of the Premises, then Lessee shall have the right to terminate this Lease at any time prior to the cessation of such interference by delivery of thirty (30) days' prior written notice to Lessor. 7. MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS. 7.1 LESSEE'S OBLIGATIONS. (a) Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as to condition), 2.3 (Lessor's warranty as to compliance with covenants, etc.), 6.3(a) (Lessee's Compliance with Law), 7.2 (Lessor's obligations to repair), 9 (damage and destruction), and 14 (condemnation), Lessee shall, at Lessee's sole cost and expense and at all times, keep the Premises and every part thereof in good order, condition and repair, structural and non-structural (whether or not such portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, without limiting the generality of the foregoing, all equipment or facilities serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire sprinkler and/or standpipe and hose or other automatic fire extinguishing system, including fire alarm and/or smoke detection systems and equipment, fire hydrants, fixtures, walls (interior and exterior), foundations, ceilings, roofs, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, about, or adjacent to the Building. Lessee shall not cause any Hazardous Substance to be spilled or released in, on, under or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, take all investigatory and/or remedial action required by the governmental authorities, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises, the elements surrounding same, or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance and/or storage tank brought onto the Premises by or for Lessee or under its control. Except as specifically set forth in this Lease, Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices. Except as specifically set forth in this Lease, Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. 7

(b) Lessee shall, at Lessee's sole cost and expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in, the inspection, maintenance and service of the following equipment and improvements, if any, located on the Premises: (i) heating, air conditioning and ventilation equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire sprinkler and/or standpipe and hose or other automatic fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof covering and drain maintenance and (vi) asphalt and parking lot maintenance. 7.2 LESSOR'S OBLIGATIONS. Except for the warranties and agreements of Lessor contained in Paragraphs 2.2 (relating to condition of the Premises), 2.3 (relating to compliance with covenants, restrictions and building code), 6.3, 6.5, 6.6, 9 (relating to destruction of the Premises) and 14 (relating to condemnation of the Premises), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, the improvements located thereon, or the equipment therein, whether structural or non structural, all of which obligations are intended to be that of the Lessee under Paragraph 7.1 hereof. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises. Lessee and Lessor expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease with respect to, or which affords Lessee the right to make repairs at the expense of Lessor or to terminate this Lease by reason of any needed repairs. 7.3 UTILITY INSTALLATIONS; TRADE FIXTURES, ALTERNATIONS. (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS" is used in this Lease to refer to all carpeting, window coverings, air lines, power panels, electrical distribution, security, fire protection systems, communication systems, lighting fixtures, heating, ventilating, and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises from that which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by lessee that are not yet owned by Lessor as defined in Paragraph 7.4(a). Lessee shall not make any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof), as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, and the cost thereof does not exceed $50,000 per occurrence. Lessee will notify Lessor of all utility installations costing $25,000 and over. (b) CONSENT. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with proposed detailed plans. All consents given by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent, shall be deemed conditioned upon: (i) Lessee's acquiring all applicable permits required by governmental authorities, (ii) the furnishing of copies of such permits together with a copy of the plans and specifications for the Alteration or Utility Installation to Lessor prior to commencement of the work thereon, and (iii) the compliance by Lessee with all conditions of said permits in a prompt and expeditious manner. Any Alterations or Utility Installations by Lessee during the Term of this Lease shall be done in a good and workmanlike manner, with good and sufficient materials, and in compliance with all Applicable Law. Lessee shall, if applicable, promptly upon completion thereof furnish Lessor with as-built plans and specifications therefor. Lessor may (but without obligation to do so) condition its consent to any requested Alteration or Utility Installation that costs $500,000 or more upon Lessee's providing Lessor with a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alteration or Utility installation, and/or upon Lessee's posting an additional Security Deposit with Lessor under Paragraph 36 hereof. All Alterations performed by Lessee and personal property and fixtures including utility installations installed by Lessee whether or not affixed to the Premises or for which Lessee has obtained Lessor's prior approval to retain shall be and remain the property of Lessee (see Paragraph 8.4 herein for terms in case of damage thereto). All Alterations conducted by Lessee shall be conducted in accordance with all Applicable Law. Lessor agrees that it shall not unreasonably withhold or delay consent for the proposed Alteration. (c) INDEMNIFICATION. Lessee shall pay, when due, all claims for labor or materials furnished to or for

Lessee at or for use on the Premises, which claims are or may be secured by any mechanics' or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than ten (10) days' 8

notice prior to the commencement of any work in excess of $15,000 in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility in or on the Premises as provided by law. If Lessee shall, in good faith, contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premises. Lessee shall furnish a surety bond satisfactory to Lessor in an amount equal to one and one-half times the amount of such contested lien claim or demand, as required by law for the holding of the Premises free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's attorney's fees and costs in participating in such action if Lessor shall decide it is to its best interest to do so. Notwithstanding anything to the contrary in this Paragraph 7.3(c), all mechanics' liens filed by a contractor, subcontractor, materialman or laborer hired by Lessor shall be discharged by Lessor, and Lessee shall have no responsibility for discharge of the same. Also notwithstanding anything to the contrary in this Paragraph 7.3(c), all mechanics' liens filed by a contractor, subcontractor, materialman or laborer hired by Lessee shall be discharged by Lessee, and the Lessor shall have no responsibility of the same. 7.4 OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION. (a) OWNERSHIP. Subject to Lessor's right to require their removal or become the owner thereof as hereinafter provided in this Paragraph 7.4, all Alterations and Utility Additions made to the Premises by Lessee shall be the property of and owned by Lessee, but considered a part of the Premises. Except as specifically set forth in this Lease, Lessor may, at any time and at its option, elect in writing to Lessee to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per subparagraph 7.4 (b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or earlier termination of this Lease, become the property of Lessor and remain upon and be surrendered by Lessee with the Premises. (b) REMOVAL. Unless otherwise agreed in writing, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or earlier termination of this lease, notwithstanding their installation may have been consented to by Lessor. Lessee may at any time after the Commencement Date through the Expiration Date or sooner termination of this Lease, remove all or any portion of Lessee's Property from the Premises. "Lessee's Property" means all furniture, furnishings, trade fixtures, computer systems, telephone systems, and office equipment installed in, or affixed to, or used in connection with the Premises by or on behalf of Lessee. Further, Lessee shall promptly repair or cause to be repaired or reimburse Lessor for the cost of repair of any damage to the Building caused by such removal. Lessor expressly waives any and all statutory or common law Lessor's lien and any and all rights under present or future laws to levy or distrain for rent against Lessee's Property and further agrees to execute and deliver promptly any and all instruments evidencing such waiver reasonably requested by Lessee. As to any structural Alterations, Lessee may make such Alterations only if it has first obtained the consent thereto of Lessor in writing; provided, however, that Lessor agrees that (a) it shall not unreasonably withhold, condition, or delay such consent, and (b) in no event shall Lessor require Lessee to remove any structural Alterations it has previously approved which are customarily found in comparable commercial projects in the community of the Premises or are deemed desirable in Lessor's reasonable opinion by prospective tenants of comparable commercial projects in the community of the Premises. (c) SURRENDER/RESTORATION. Lessee shall surrender the Premises by the end of the last day of the Lease Term or any earlier termination date, with all of the improvements, parts and surfaces thereof clean and free of debris and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Lessee performing all of its obligations under this Lease. Except as otherwise agreed or specified in writing by Lessor, the Premises, as surrendered, shall include the Utility Installations. The obligation of Lessee shall include the repair of any damage occasioned by the installation, maintenance or removal of Lessee's Trade Fixtures, furnishings, equipment, and 9

Alterations and/or Utility Installations, as well as the removal of any storage tank installed by or for Lessee, and the removal, replacement, or remediation of any soil, material or ground water contaminated by Lessee, all as may then be required by Applicable Law and/or good service practice. Lessee's Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee subject to its obligation to repair and restore the Premises per this Lease. At the expiration of the Term, Lessee will remove its trade fixtures, machinery and equipment, furniture, movable partitions and other personal property and will vacate the Premises in its then existing condition and configuration, subject to the provisions of Paragraph 6, broom clean, subject to (a) ordinary wear and tear, (b) damage caused by any negligent act or omission of Lessor or its agents, employees, officers, contractors, or representatives or resulting from any breach of Lessor's obligations or warranties herein. Lessor shall not require Lessee to remove from the Premises at any time, including upon expiration or earlier termination of the Lease (i) any of Lessee's Tenant Improvements or Utility Installations in the Premises made and approved by Lessor prior to the Commencement Date of this Lease; (ii) any Alterations or Utility Installations to the Premises which are, in Lessor's reasonable opinion, reasonably compatible with the commercial office use of the Premises and which would not materially interfere with the marketability of the Premises for sale or lease; or (iii) any other Alteration or Utility Installation where Lessor has consented in writing or consents in writing to Lessee's non-removal of the same. Notwithstanding anything to the contrary contained in this Section 7.4, Lessee will at all times during the course of the Lease Term (and any Extension Terms) be and remain the owner of all Alterations and Utility Installations with the right at any time without Lessor's consent to remove any such Improvements and/or Utility Installations (subject to Lessee's obligations to repair any damage caused by such removal). 8. INSURANCE; INDEMNITY. 8.1 PAYMENT FOR INSURANCE. Lessee shall be the Insuring Party. Regardless of whether the Lessor or Lessee is the Insuring Party, Lessee shall pay for all insurance required under this Paragraph 8 except to the extent of the cost attributable to liability insurance carried by Lessor in excess of $1,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease Term shall be prorated to correspond to the Lease Term. In the event Lessee does not maintain coverage(s) as required herein and Lessor must obtain same on behalf of Lessee, then payment shall be made by Lessee to Lessor within ten (10) days following receipt of an invoice for any amount due. 8.2 LIABILITY INSURANCE. (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force during the Term of this Lease a Commercial General Liability policy of insurance protecting Lessee and Lessor (as an additional insured) against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an "Additional Insured-Managers or Lessors of Premises" Endorsement and contain the "Amendment of the Pollution Exclusion" for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance required by this Lease or as carried by Lessee shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. All insurance to be carried by Lessee shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. (b) CARRIED BY LESSOR. In the event Lessor is the Insuring Party, Lessor shall also maintain liability insurance described in Paragraph 8.2(a), above, in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 10

8.3 PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE. (a) BUILDING AND IMPROVEMENTS. The Insuring Party shall obtain and keep in force during the Term of this Lease a policy or policies, with loss payable to Lessor and to the holders of any mortgages, deeds of trust or ground leases on the Premises ("Lender(s)"), insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full replacement cost of the Premises ($6,150,000 on the Commencement Date of the Lease), as the same shall exist from time to time, or the amount required by Lenders, but in no event more than the commercially reasonable and available insurable value thereof if, by reason of the unique nature or age of the improvements involved, such latter amount is less than full replacement cost. If Lessor is the Insuring Party, however, Lessee Owned Alterations and Utility Installations shall be insured by Lessee under Paragraph 8.4 rather than by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender and commercially appropriate), including coverage for any additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged sections of the Premises required to be demolished or removed by reason of the enforcement of any building, zoning, safety or land use laws as the result of a covered cause of loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $10,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss, as defined in Paragraph 9.1(c). (b) RENTAL VALUE. The Insuring Party shall, in addition, obtain and keep in force during the Term of this Lease a policy or policies in the name of Lessor, with loss payable to Lessor and Lender(s), insuring the loss of the full rental and other charges payable by Lessee to Lessor under this Lease for one (1) year (including all real estate taxes, insurance costs, and any scheduled rental increases). Said insurance shall provide that in the event the Lease is terminated by reason of an insured loss, the period of indemnity for such coverage shall be extended beyond the date of the completion of repairs or replacement of the Premises, to provide for one full year's loss of rental revenues from the date of any such loss. Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected rental income, property taxes, insurance premium costs and other expenses, if any, otherwise payable by Lessee, for the next twelve (12) month period. Lessee shall be liable for any deductible amount in the event of such loss. (d) TENANT'S IMPROVEMENTS. If the Lessor is the Insuring Party, the Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. If Lessee is the Insuring Party, the policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations and Utility Installations. 8.4 LESSEE'S PROPERTY INSURANCE. Subject to the requirements of Paragraph 8.5, Lessee at its cost shall either by separate policy or, at Lessor's option, by endorsement to a policy already carried, maintain insurance coverage on all of Lessee's personal property, Lessee Owned Alterations and Utility Installations in, on, or about the Premises similar in coverage to that carried by the Insuring Party under Paragraph 8.3. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $10,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property or the restoration of Lessee Owned Alterations and Utility Installations. Lessee shall be the Insuring Party with respect to the insurance required by this Paragraph 8.4 and shall provide Lessor with written evidence that such insurance is in force. 8.5 INSURANCE POLICY. Insurance required hereunder shall be in companies duly licensed to transact business in the state where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least B +, V. or such other rating as may be required by a Lender having a lien on the Premises, as set forth in the most current issue of "Best's Insurance Guide." Lessee shall not do or permit to be done anything which shall invalidate the insurance policies referred to in this Paragraph 8. If Lessee is the Insuring Party, Lessee shall cause to be delivered to Lessor 11

copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with the insureds and loss payable clauses as required by this Lease. No such policy shall be cancelable or subject to material modification except after thirty (30) days prior written notice to Lessor. Lessee shall at least thirty (30) days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereby, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. If the Insuring Party shall fail to procure and maintain the insurance required to be carried by the Insuring Party under this Paragraph 8, the other Party may, but shall not be required to, procure and maintain the same, but at Lessee's expense. 8.6 WAIVER OF SUBROGATION. Without affecting any other rights or remedies, Lessee and Lessor ("Waiving Party) each hereby release and relieve the other, and waive their entire right to recover damages (whether in contract or in tort) against the other, for loss of or damage to the Waiving Party's property arising out of or incident to the perils required to be insured against under Paragraph 8. The effect of such releases and waivers of the right to recover damages shall not be limited by the amount of insurance carried or required, or by any deductibles applicable thereto. 8.7 INDEMNITY. Except to the extent of Lessor's negligence or willful misconduct and/or breach of express warranties, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damage, costs, liens, judgments, penalties, permits, reasonable attorney's and consultant's fees, expenses and/or liabilities arising out of, involving, or in dealing with, the occupancy of the Premises by Lessee, the conduct of Lessee's business, any negligent act, omission or neglect of Lessee, its agents, contractors, employees or invitees, and out of any Breach by Lessee in the performance in a timely manner of any obligation on Lessee's part to be performed under this Lease. The foregoing shall include, but not be limited to, the defense or pursuit of any claims or any action or proceeding involved therein. In case any action or proceeding be brought against Lessor by reason of any of the foregoing matters, Lessee upon notice from Lessor shall defend the same except to the extent of Lessor's negligence or willful misconduct and/or breach of express warranties at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claims in order to be so indemnified. 8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is accessible or not. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor. Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's business or for any loss of income or profit therefrom. 9. DAMAGE OR DESTRUCTION. 9.1 DEFINITIONS. (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, the repair cost of which damage or destruction is less than 50% of the then Replacement Cost of the Premises immediately prior to such damage or destruction, excluding from such calculation the value of the land and Lessee Owned Alterations and Utility Installations. (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations the repair cost of which damage or destruction is 50% or more of the then Replacement Cost of the Premises immediately prior to such damage or destruction, excluding from such calculation the value of the land and Lessee Owned Alterations and Utility Installations. (c) "INSURED LOSS" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which was caused by an event required to be covered by the

insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. 12

(d) "REPLACEMENT COST" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of applicable building codes, ordinances or laws, and without deduction for depreciation. (e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or discovery of a Condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises. 9.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make the insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair due to Lessee not carrying the required coverage, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, the shortage in proceeds was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within ten (10) days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said ten (10) day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If Lessor does not receive such funds or assurance within said period, Lessor may nevertheless elect by written notice to Lessee within ten (10) days thereafter to make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect. If in such case Lessor does not so elect, then this Lease shall terminate sixty (60) days following the occurrence of the damage or destruction. Unless otherwise agreed, Lessee shall in no event have any right to reimbursement from Lessor for any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 13), Lessor may at Lessor's option, either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of the occurrence of such damage of Lessor's desire to terminate this Lease as of the date sixty (60) days following the giving of such notice. In the event Lessor elects to give such notice of Lessor's intention to terminate this Lease, Lessee shall have the right within ten (10) days after the receipt of such notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage totally at Lessee's expense and without reimbursement from Lessor. Lessee shall provide Lessor with the required funds or satisfactory assurance thereof within thirty (30) days following Lessee's said commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible and the required funds are available. If Lessee does not give such notice and provide the funds or assurance thereof within the times specified above, this Lease shall terminate as of the date specified in Lessor's notice of termination. 9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs (including any destruction required by any authorized public authority), this Lease shall terminate sixty (60) days following the date of such Premises Total Destruction, whether or not the damage or destruction is an Insured Loss or was caused by a negligent or willful act of Lessee. In the event, however, that the damage or destruction was caused by Lessee, Lessor shall have the right to recover Lessor's damages from Lessee except as released and waived in Paragraph 8.6. 9.5 DAMAGE NEAR END OF TERM. If at any time during the last six (6) months of the Term of this Lease

there is damage for which the cost to repair exceeds three (3) month's Base Rent, whether or not an Insured Loss, Lessor may, at Lessor's option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor's election to do so within thirty (30) days after the date of occurrence of such 13

damage. Provided, however, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, within twenty (20) days following the occurrence of the damage, or before the expiration of the time provided in such option for its exercise, whichever is earlier ("Exercise Period"), (i) exercising such option and (ii) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs. If Lessee duly exercises such option during said Exercise Period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's expense repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during said Exercise Period, then Lessor may at Lessor's option terminate this Lease as of the expiration of said sixty (60) day period following the occurrence of such damage by giving written notice to Lessee of Lessor's election to do so within ten (10) days after the expiration of the Exercise Period, notwithstanding any term or provision in the grant of option to the contrary. 9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES (a) In the event of damage described in Paragraph 9.2 (Partial Damage-Insured), whether or not Lessor or Lessee repairs or restores the Premises, the Base Rent, Real Property Taxes, insurance premiums, and other charges, if any, payable by Lessee hereunder for the period during which such damage, its repair or the restoration continues (not to exceed the period for which rental value insurance is required under Paragraph 8.3 (b)), shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired. Except for abatement of Base Rent, Real Property Taxes, insurance premiums, and other charges, if any, as aforesaid, all other obligations of Lessee hereunder shall be performed by Lessee, and Lessee shall have no claim against Lessor for any damage suffered by reason of any such repair or restoration. (b) If Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and shall not commence, in a substantial and meaningful way, the repair or restoration of the Premises within ninety (90) days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice of Lessee's election to terminate this Lease on a date not less than thirty (30) days following the giving of such notice. Upon termination of this Lease pursuant to this Paragraph 9, any advance rent and/or any advance payments not yet incurred but already made by Lessee to Lessor shall be refunded to Lessee prorated pursuant to Paragraph 4.1 herein. If Lessee gives such notice to Lessor and such Lenders and such repair or restoration is not commenced within thirty (30) days after receipt of such notice, this Lease shall terminate as of the date specified in said notice. If Lessor or a Lender commences the repair or restoration of the Premises within thirty (30) days after receipt of such notice, this Lease shall continue in full force and effect. "Commence" as used in this Paragraph shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. In the alternative, if Lessor is obligated to repair or restore the Premises under the provisions of this Paragraph 9 and does not so commence the same within the time period required in this Section 9.6(b), then Lessee may elect to repair or restore such damage by giving Lessor written notice of Lessee's election to do so at any time after the ninety (90) day period described above, but prior to the commencement of such repair or restoration by Lessor. If Lessee so elects to repair due to Lessor's failure to do so, all insurance proceeds, if any, paid to directly cover said damages shall be made available to Lessee for such repairs and restoration. 9.7 (Deleted in its entirety.) 9.8 TERMINATION-ADVANCE PAYMENTS. Upon Termination of this Lease pursuant to this Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor under the terms of this Lease. 9.9 WAIVE STATUTES. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith. 14

9.10 WAIVER OF STATUTORY PROVISIONS. Lessor and Lessee agree that the provisions of this Paragraph 9 and the remaining provisions of this Lease, shall exclusively govern the rights and obligations of the Parties with respect to any damage or destruction to any portion of the Building or Premises and hereby waive any statutory or common law rights or future statutes or provisions inconsistent herewith. 10. REAL PROPERTY TAXES. 10.1 (a) PAYMENT OF TAXES. Lessee shall pay the Real Property Taxes, as defined in Paragraph 10.2, applicable to the Premises during the Term of this Lease. Subject to Paragraph 10.1(b), all such payments shall be made at least ten (10) days prior to the delinquency date of the applicable installment. Lessee shall promptly furnish Lessor with satisfactory evidence that such taxes have been paid. If any such taxes to be paid by Lessee shall cover any period of time prior to or after the expiration or earlier termination of the Term hereof, Lessee's share of such taxes shall be equitably prorated to cover only the period of time within the tax fiscal year this Lease is in effect, and Lessor shall reimburse Lessee for any overpayment after such proration. If Lessee shall fail to pay any Real Property Taxes required by this Lease to be paid by Lessee, Lessor shall have the right to pay the same, and Lessee shall reimburse Lessor therefor upon demand. (b) ADVANCE PAYMENT. In the event Lessee is ever late in paying Real Property Taxes, then, in order to insure payment when due and before delinquency of any or all Real Property Taxes, Lessor reserves the right, at Lessor's option, to estimate the current Real Property Taxes applicable to the Premises, and to require such current year's Real Property Taxes to be paid in advance to Lessor by Lessee, either: (i) in a lump sum amount equal to the installment due, at least twenty (20) days prior to the applicable delinquency date, or (ii) monthly in advance with the payment of the Base Rent. If Lessor elects to require payment monthly in advance, the monthly payment shall be that equal monthly amount which, over the number of months remaining before the month in which the applicable tax installment would become delinquent (and without interest thereon), would provide a fund large enough to fully discharge before delinquency the estimated installment of taxes to be paid. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payment shall be adjusted as required to provide the fund needed to pay the applicable taxes before delinquency. If the amounts paid to Lessor by Lessee under the provisions of this Paragraph are insufficient to discharge the obligations of Lessee to pay such Real Property Taxes as the same become due, Lessee shall pay to Lessor, upon Lessor's demand, such additional sums as are necessary to pay such obligations. All moneys paid to Lessor under this Paragraph may be intermingled with other moneys of Lessor and shall not bear interest. In the event of a material Breach by Lessee in the performance of the obligations of Lessee under this Lease, then any balance of funds paid to Lessor under the provisions of this Paragraph may, subject to proration as provided in Paragraph 10.1 (a), at the option of Lessor, be added to the Security Deposit for the sole purpose of being allocated toward the payment of any Real Property Taxes. 10.2 DEFINITION OF "REAL PROPERTY TAX." As used herein, the term "REAL PROPERTY TAXES" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed upon the Premises by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, levied against any legal or equitable interest of Lessor in the Premises or in the real property of which the Premises are a part, Lessor's right to rent or other income therefrom, and/or Lessor's business of leasing the Premises. The term "REAL PROPERTY TAXES" shall also include any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events occurring, or changes in applicable law taking effect after the Commencement Date but, during the Term of this Lease, including but not limited to a change in the improvements thereon, or any modification, amendment or transfer thereof initiated by Lessee, and whether or not contemplated by the Parties. The phrase "Real Property Taxes" shall not include (a) any federal or state income taxes, (b) Exempted Reassessments (defined below) (c) any assessment or tax, participation in which is voluntary, and (d) any tax related to or in substitution of any development exaction or otherwise imposed on account of development of the Premises or the Project. As used herein, the term "Exempted Reassessment" shall mean and include: (i) any change in ownership (as defined in Division 1, Part 0.5, Chapter 2 of the California Revenue Taxation Code) of the Land, Premises, or 15

any part thereof, (ii) any similar or comparable sale, encumbrance or transfer of any portion of the Land or Premises or any interest therein; (iii) any major alteration of the Premises or Project by Lessor, unless required under the terms of this Lease, or made at the request of or by Lessee; or (iv) penalties levied against Lessor resulting from Lessor's failure to timely pay taxes, unless such penalty is levied due to Lessee's failure to timely pay same as is required under this Lease. 10.3 JOINT ASSESSMENT. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive. 10.4 PERSONAL PROPERTY TAXES. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lessee's property or, at Lessor's option, as provided in Paragraph 10.1(b). 10.5 TAX CONTEST. Provided Lessee first pays the amounts of Real Estate Taxes required to be paid hereunder, Lessee shall have the right, by appropriate proceedings, to seek a reduction in the assessed valuation of the Premises or to contest any Real Estate Taxes to be paid by Lessee. Upon written request by Lessee, Lessor shall notify Lessee in writing of all Real Estate Taxes and the related tax rates and any proposed changes to them. In the tax proceedings, Lessee shall act in its own name and Lessor shall reasonably cooperate with Lessee, at no expense to Lessor. Lessor shall keep Lessee apprised of all tax protest filings and proceedings undertaken by Lessor. 11. UTILITIES. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered with other premises. 12. ASSIGNMENT AND SUBLETTING. 12.1 LESSOR'S CONSENT REQUIRED. (a) Except as otherwise described herein, Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent given under and subject to the terms of Paragraph 36. Notwithstanding any provisions of this Lease to the contrary, the provisions of this Paragraph 12 shall not apply to, and no approval of Lessor shall be required in the case of the occupancy of any space within the Premises by any licensee or invitee of Lessee on a temporary basis or for any purpose incidental or related to Lessee's business, providing Lessee notifies Lessor in writing as to the legal name of such entity or party temporarily occupying. (b) Lessee shall have the right to sublease its leasehold interest hereunder of all or any portion of the Premises to an Affiliate of Lessee and Lessee shall have the right to assign its leasehold interest hereunder to any corporate successor (by merger, operation of law or acquisition of substantially all the operating assets of Lessee) without the consent or approval of Lessor; provided, that (i) each such assignee shall assume all obligations of this Lease and (ii) with respect to subleases only, each such sublessee shall agree that, subject to the provisions of 16

Paragraph 12(f), its sublease shall be subject to and subordinate to this Lease. As used herein, the term "Affiliate" shall mean any corporation or other entity or persons which controls, is controlled by or is under common control with Lessee, with the term "control" being deemed to mean beneficial ownership or more than twenty percent (20%) of the voting power of such entity. (d) An assignment or subletting of Lessee's interest in this Lease without Lessor's specific prior written consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall be limited to compensatory damages and injunctive relief. (f) Release of Lessee. Upon any assignment of this Lease, as consented to by Lessor, Lessee shall be released from any obligations under this Lease thereafter to be performed by Lessee hereunder and which have not accrued as of the effective date of assignment, if the assignee has a verifiable net worth of at least One Hundred Million Dollars ($100,000,000.00). 12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING. (a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Base Rent and other sums due Lessor hereunder or for the performance of any other obligations to be performed by Lessee under this Lease. (b) Lessor may accept any rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of any rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the Breach by Lessee of any of the terms, covenants or conditions of this Lease. 17

(c) The consent of Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, in the event Lessor is unable to locate Lessee or sublessee, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease or sublease. (d) In the event of any Breach of Lessee's obligations under this Lease, Lessor may proceed directly against Lessee, any Guarantors or any one else responsible for the performance of the Lessee's obligations under this Lease, including the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor or Lessee. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any together with a non-refundable deposit of $250.00 as reasonable consideration for Lessor's considering and processing the request for consent. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested by Lessor. (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing. (g) (h) If Lessee assigns or sublets this Lease for consideration in excess of the Base Rent and Additional Rent (or prorata portion thereof) directly applicable to the space subject to such assignment or sublet, Lessee shall pay to Lessor fifty percent (50%) of such excess (after deducting Lessee's direct out-of-pocket costs which have been paid by Lessee to provide occupancy related services to such assignee or subtenant including, without limitation: (i) any changes, alterations, and improvements to the Premises, (ii) any space planning or architectural design fees or expenses in connection with marketing the Premises, (iii) any improvement allowance or monetary concessions, (iv) any brokerage commissions incurred, (v) attorney's fees, (vi) any lease take over costs, (vii) advertising costs, (viii) Rent and Additional Rent paid by Lessee to Lessor with regard to the sublet space for only that period said space is being readied for occupancy by the sublessee or assignee beginning on the date Lessee vacates the space and continuing to the commencement of the assignment or sublease term, less any rentfree possession period or rent concession as set forth hereinabove. 12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The following terms and Conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all rentals and income arising from any sublease of all or a portion of the Premises heretofore or hereafter made by Lessee, and Lessor may collect such rent and income and apply same toward Lessee's obligations due under this Lease; provided, however, that until a material Breach (as defined in Paragraph 13.1) shall occur in the performance of Lessee's obligations under this Lease, Lessee 18

may, until cured, except as otherwise provided in this Lease, receive, collect and enjoy the rents accruing under such sublease. Lessor shall not, by reason of this or any other assignment of such sublease to Lessor, nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee under such sublease. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a material Breach exists in the performance of Lessee's obligations under this Lease and for so long as such Breach continues, to pay to Lessor the rents and other charges due and to become due under the sublease. Sublessee shall rely upon any such statement and request from Lessor and shall pay such rents and other charges to Lessor equal to Lessee's obligations without any obligation or right to inquire as to whether such material Breach exists and notwithstanding any notice from or claim from Lessee to the contrary. Lessee shall have no right or claim against said sublessee, or, until the material Breach has been cured, against Lessor, for any such rents and other charges so paid by said sublessee to Lessor. (b) In the event of a Breach by Lessee in the performance of its obligations under this Lease, Lessor, at its option and without any obligation to do so, may require any sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any other prior Defaults or Breaches of such sublessor under such sublease. (c) Any matter or thing requiring the consent of the sublessor under a sublease shall also require the consent of Lessor herein. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. DEFAULT; BREACH; REMEDIES. 13.1 DEFAULT; BREACH. Lessor and Lessee agree that if an attorney is consulted by Lessor in connection with a Lessee Breach (as hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence for legal services and costs in the preparation and service of a three-day notice to pay or quit, and that Lessor may include the cost of such services and costs in said notice as rent due and payable to cure said Default. A "Default" is defined as a failure by the Lessee to observe, comply with or perform any of the terms, covenants, conditions or rules applicable to Lessee under this Lease. A "Breach" is defined as the occurrence of any one or more of the following Defaults, and, where a grace period for cure after notice is specked herein, the failure by Lessee to cure such Default prior to the expiration of the applicable grace period, shall entitle Lessor to pursue the remedies set forth in Paragraphs 13.2 and/or 13.3: (a) The vacating of the Premises without the intention to reoccupy same, or the abandonment of the Premises accompanied by non-payment of rent. (b) Except as expressly otherwise provided in this Lease, the failure by Lessee to make any payment of Base Rent where such failure continues for a period of three (3) days following written notice thereof by or on behalf of Lessor to Lessee, or any other monetary payment required to be made by Lessee hereunder, whether to Lessor or to a third party, as and when due, the failure by Lessee to provide Lessor with reasonable evidence of insurance or surety bond required under this Lease where such failure continues for a period of five (5) business days following written notice thereof, or the failure of Lessee to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of three (3) days following written notice thereof by or on behalf of Lessor to Lessee. (c) Except as expressly otherwise provided in this Lease, the failure by Lessee to provide Lessor with reasonable written evidence (in duly executed original form, if applicable) of (ii) the inspection, maintenance and service contracts required under Paragraph 7.1(b), (iv) a Tenancy Statement per Paragraphs 16 or 37, (v)

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the subordination or non-subordination of this Lease per Paragraph 30, where any such failure continues for a period of ten (10) days following written notice by or on behalf of Lessor to Lessee. Except as expressly otherwise provided in this Lease, the failure by Lessee to provide Lessor with reasonable written evidence (in duly executed original form, if applicable) of (i) the recision of an unauthorized assignment or subletting per Paragraph 12.1(b), (ii) the execution of any document requested under Paragraph 42 (easements), or (iii) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease where any such failure continues for a period of thirty (30) days following written notice by or on behalf of Lessor to Lessee. (d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease including Applicable Law per Paragraph 6.3, or of the rules adopted under Paragraph 40 hereof, that are to be observed, complied with or performed by Lessee, other than those described in subparagraphs (a), (b) or (c), above, where such Default continues for a period of thirty (30) days after written notice thereof by or on behalf of Lessor to Lessee; provided, however, that if the nature of Lessee's Default is such that more than thirty (30) days are reasonably required for its cure, then it shall not be deemed to be a Breach of this Lease by Lessee if Lessee commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. (e) The occurrence of any of the following events: (i) The making by Lessee of any general arrangement or assignment for the benefit of creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (f) The discovery by Lessor that any financial statement given to Lessor by Lessee was materially false. (g) 13.2 REMEDIES. In the case of emergency, if Lessee fails to perform any affirmative duty or obligation of Lessee under this Lease, within ten (10) days, Lessor may at its option (but without obligation to do so), perform such duty or obligation on Lessee's behalf. The costs and expenses of any such performance by Lessor shall be due and payable by Lessee to Lessor upon invoice therefor. In the event of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach, Lessor may: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease and the Term hereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the worth at the time of the award of the unpaid rent which 20

had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of the leasing commission paid by Lessor applicable to the unexpired Term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the prior sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Efforts by Lessor to mitigate damages caused by Lessee's Default or Breach of this Lease shall not waive Lessor's right to recover damages under this Paragraph. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding the unpaid rent and damages as are recoverable therein, or Lessor may reserve therein the right to recover all or any part thereof in a separate suit for such rent and/or damages. If a notice and grace period required under subparagraphs 13.1(b), (c) or (d) was not previously given, a notice to pay rent or quit, or to perform or quit, as the case may be, given to Lessee under any statute authorizing the forfeiture of leases for unlawful detainer shall also constitute the applicable notice for grace period purposes required by subparagraphs 13.1(b), (c) or (d). In such case, the applicable grace period under subparagraphs 13.1(b), (c) or (d) and under the unlawful detainer statute shall run concurrently after the one such statutory notice, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession in effect (in California under California Civil Code Section 1951.4) after Lessee's Breach and abandonment and recover the rent as it becomes due, provided Lessee has the right to sublet or assign, subject only to reasonable limitations. See Paragraphs 12 and 36 for the limitations on assignment and subletting which limitations Lessee and Lessor agree are reasonable. Acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver to protect the Lessor's interest under the Lease, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are located. (d) The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof or by reason of Lessee's occupancy of the Premises. 13.3 INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by Lessor for free or abated rent or other charges applicable to the Premises, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "INDUCEMENT PROVISIONS," shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease to be performed or observed by Lessee during the Term hereof as the same may be extended. Upon the occurrence of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, and recoverable by Lessor as additional rent due under this Lease, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this Paragraph shall not be deemed a waiver by Lessor of the provisions of this Paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by the terms of any ground lease, mortgage or

trust deed covering the Premises. Accordingly, if any installment of Base Rent or any other scheduled sum considered "Additional Rent" due from Lessee shall not be received by Lessor or Lessor's designee within ten (10) days after such amount shall be due, or 21

any unscheduled sum considered "Additional Rent", providing Lessor has at one time given Lessee a prior written notice that such unscheduled sum is due and said written notice has been given at least ten (10) days prior to when said sum is due, then, without any requirement for notice to Lessee, except in the case of unscheduled Additional Rent as set forth hereinabove, Lessee shall pay to Lessor a late charge equal to four percent (4%) of such overdue amount, except in the event said payment did not timely reach Lessor due to circumstances verifiably beyond the control of Lessee in which case Lessor shall waive the late fee, but in no event shall Lessor waive said late fee more than one time in any given year or five (5) times total during the lease Term due to such verifiable circumstances. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Base Rent, then notwithstanding Paragraph 4.1 or any other provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance. 13.5 BREACH BY LESSOR. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and by the holders of any ground lease, mortgage or deed of trust covering the Premises whose name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Lessor shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion. 14. CONDEMNATION. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than ten percent (10%) of the floor area of the Premises, or more than twenty-five percent (25%) of the land area not occupied by any building, is taken by condemnation, Lessee may, at Lessee's option, to be exercised in writing within ten (10) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in the same proportion as the rentable floor area of the Premises taken bears to the total rentable floor area of the building located on the Premises. No reduction of Base Rent shall occur if the only portion of the Premises taken is land on which there is no building. Any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages; provided, however, that Lessee shall be entitled to any compensation separately awarded to Lessee for Lessee's relocation expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is not terminated by reason of such condemnation, Lessor shall to the extent of its net severance damages received, over and above the legal and other expenses incurred by Lessor in the condemnation matter, repair any damage to the Premises caused by such condemnation, except to the extent that Lessee has been reimbursed therefor by the condemning authority. Lessee shall be responsible for the payment of any amount in excess of such net severance damages required to complete such repair. In the event that this Lease is not terminated, Lessor shall, with reasonable diligence, proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions then applicable to the Premises) the Premises and the Building (other than Lessee's personal property) to a complete functioning unit of substantially the same proportionate usefulness, design and construction existing immediately prior to the date of the taking. In such case, Base Rent, Additional Rent and all other rent and other charges payable by Lessee hereunder shall be reduced based upon the nature of the space taken (office space, storage, parking area) and upon the proportion which the portion taken bears to the area of the Premises immediately prior to such taking. 22

15. BROKER'S FEE. 15.1 The Brokers named in Paragraph 1.10 are the procuring causes of this Lease. 15.2 Upon execution of this Lease by both Parties, Lessor shall pay to said Brokers jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate written agreement between Lessor and said Brokers (or in the event there is no separate written agreement between Lessor and said Brokers, the sum per agreement) for brokerage services rendered by said Brokers to Lessor in this transaction. 15.3 Unless Lessor and Brokers have otherwise agreed in writing, Lessor further agrees that: (a) if Lessee exercises any Option (as defined in Paragraph 39.1) or any Option subsequently granted which is substantially similar to an Option granted to Lessee in this Lease, or (b) if Lessee acquires any rights to the Premises or other premises described in this Lease which are substantially similar to what Lessee would have acquired had an Option herein granted to Lessee been exercised, or (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of the Term of this Lease after having failed to exercise an Option, or (d) if said Brokers are the procuring cause of any other lease or sale entered into between the Parties pertaining to the Premises and/or any adjacent property in which Lessor has an interest, or (e) if Base Rent is increased, whether by agreement or operation of an escalation clause herein, then as to any of said transactions, Lessor shall pay said Brokers a fee in accordance with the schedule of said Brokers in effect at the time of the execution of this Lease. 15.4 Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be a third party beneficiary of the provisions of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors. 15.5 Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any named in Paragraph 1.10) in connection with the negotiation of this Lease and/or the consummation of the transaction contemplated hereby, and that no broker or other person, firm or entity other than said named Brokers is entitled to any commission or finder's fee in connection with said transaction. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto. 15.6 Lessor and Lessee hereby consent to and approve all agency relationships, including any dual agencies, indicated in Paragraph 1.10. 16. TENANCY STATEMENT 16.1 Each Party (as "RESPONDING PARTY") shall within ten (10) business days after written notice from the other Party (the "REQUESTING PARTY") execute, acknowledge and deliver to the Requesting Party a statement in writing. Said Tenancy Statement shall (a) certify that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect), (b) specify the date to which the Base Rent, Additional Rent, and other charges are paid in advance, if at all, and (c) acknowledge that there are not, to the declaring Party's best knowledge (after due inquiry) any uncured defaults or unfulfilled obligations on the part of the other party hereunder, or specifying such defaults or unfulfilled obligations if any are claimed. 16.2 If Lessor desires to finance, refinance, or sell the Premises, any part thereof, or the Building of which the Premises are a part, Lessee and all Guarantors of Lessee's performance hereunder shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. Ail such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 23

17. LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or in this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor at the time of such transfer or assignment. Except as provided in Paragraph 15, upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. SEVERABILITY. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19. INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor within thirty (30) days following the date on which it was due, shall bear interest from the thirty-first (31st) day after it was due at the rate of 10% per annum, but not exceeding the maximum rate allowed by law, in addition to the late charge provided for in Paragraph 13.4. 20. TIME OF ESSENCE. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 21. RENT DEFINED. All monetary obligations of Lessee to Lessor under the terms of this Lease are deemed to be rent. 22. NO PRIOR OR OTHER AGREEMENT; BROKER DISCLAIMERS. This Lease contains all agreements between the parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. NOTICES. 23.1 All notices required or permitted by this Lease shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notice purposes. Either Party may by written notice to the other specify a different address for notice purposes, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for the purpose of mailing or delivering notices to Lessee. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by written notice to Lessee. 23.2 Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given forty-eight (48) hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given twenty-four (24) hours after delivery of the same to the United States Postal Service or courier. If any notice is transmitted by facsimile transmission or similar means, the same shall be deemed served or delivered upon telephone confirmation of receipt of the transmission thereof, provided a copy is also delivered via delivery or mail. If notice is received on a Sunday or legal holiday, it shall be deemed received on the next business day. 23.3 Notices shall be sent to the following address:
Pre-Commencement Notice to Lessee: Post-Commencement Notice to Lessee: Notice to Lessor: 6 Morgan, Suite 100, Irvine, CA 92618 2 South Pointe Drive, Lake Forest, CA 92630 7 Corporate Plaza, Newport Beach, CA 92660

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24. WAIVERS. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. Regardless of Lessor's knowledge of a Default or Breach at the time of accepting rent, the acceptance of rent by Lessor shall not be a waiver of any preceding Default or Breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted. Any payment given Lessor by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. 25. RECORDING. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the other a short form memorandum of this Lease for recording purposes. The Party requesting recordation shall be responsible for payment of any fees or taxes applicable thereto. 26. NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or earlier termination of this Lease without written consent of Lessor, which shall, if given, be accompanied by payment of rent 150% of the Monthly Installment of Base Rent due at the time of expiration or earlier termination of this Lease. 27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. COVENANTS AND CONDITIONS. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. 29. BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE. 30.1 SUBORDINATION. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed by Lessor upon the real property of which the Premises are a part, to any and all advances made on the security thereof, and to ail renewals, modifications, consolidations, replacements and extensions thereof. Lessee agrees that the Lenders holding any such Security Device shall have no duty, liability or obligation to perform any of the obligations of Lessor under this Lease, but that in the event of Lessor's default with respect to any such obligation, Lessee will give any Lender whose name and address have been furnished Lessee in writing for such purpose notice of Lessor's default and allow such Lender thirty (30) days following receipt of such notice for the cure of said default before invoking any remedies Lessee may have by reason thereof. If any Lender shall elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device and shall give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. 30.2 ATTORNMENT. Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security Device, and that in the event of such foreclosure, such new owner shall not: (i) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, (ii) be subject to any offsets or defenses which Lessee might have against any prior lessor, or (iii) be bound by prepayment of more than one (1) month's rent. 30.3 NON-DISTURBANCE. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving assurance (a "Non-Disturbance Agreement") from the Lender that Lessee's possession and this Lease, including any options to extend the term

hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. With respect to each Security Device existing as of the date hereof, Lessor shall, upon receipt of written request for same from Lessee, use its best efforts to obtain and deliver to Lessee within ninety (90) days of the 25

execution and delivery hereof, a Non-Disturbance Agreement from any ground lessor (including specifically Ground Lessor), lender, mortgagee and/or beneficiary thereunder (the "Holder") in commercially reasonable form reasonably approved by Lessee. With respect to each future Security Device and any modification, renewal, extension or replacement of any existing or future Security Device, Lessor shall upon receipt of written request for same from Lessee, use its best efforts to obtain and deliver to Lessee as soon as reasonably possible a NonDisturbance Agreement from the appropriate Holder in a commercially reasonable form. 30.4 LENDER REQUIREMENTS. Upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any such subordination or non-subordination, attomment and/or nondisturbance agreement as is provided for herein, and Lessor agrees to have a Non-Disturbance Agreement in a commercially reasonable form executed by Lender concurrently with recordation of a mortgage lien and cause same to be delivered to Lessee as soon as reasonably possible thereafter. 31. ATTORNEY'S FEES. If any Party or Broker brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the Prevailing Party (as hereafter defined) or Broker in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorney's fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorney's fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorney's fees reasonably incurred. Lessor shall be entitled to reasonable attorney's fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith. 32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times with reasonable advance notice for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the Premises or to the Building of which they are a part, as Lessor may reasonably deem necessary. Lessor may at any time place on or about the Premises or building any ordinary "For Sale" signs and Lessor may at any time during the last one hundred twenty (120) days of the Term hereof place on or about the Premises any ordinary "For Lease" signs. All such activities of Lessor shall be without abatement of rent or liability to Lessee. 33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises without first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to grant such consent. 34. SIGNS. Lessee shall not place any sign upon the Premises, except that Lessee may, with Lessor's prior written consent, install (but not on the roof) such signs as are reasonably required to advertise Lessee's own business. The installation of any sign on the Premises by or for Lessee shall be subject to the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations). 35. TERMINATION; MERGER. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, have the option to continue any one or all of any existing subtenancies. Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 26

36. CONSENTS. (a) Except for Paragraph 33 hereof (Auctions) or as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' or other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent pertaining to this Lease or the Premises, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, practice or storage tank, shall be paid by Lessee to Lessor upon receipt of an invoice and supporting documentation therefor. Subject to Paragraph 12.2(e) (applicable to assignment or subletting), Lessor may, as a condition to considering any such request by Lessee, require that Lessee deposit with Lessor an amount of money (in addition to the Security Deposit held under Paragraph 5) reasonably calculated by Lessor to represent the cost Lessor will incur in considering and responding to Lessee's request. Except as otherwise provided, any unused portion of said deposit shall be refunded to Lessee without interest. Lessor's consent to any act, assignment of this Lease or subletting of the Premises by Lessee shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. (b) All conditions to Lessor's consent authorized by this Lease are acknowledged by Lessee as being reasonable. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. Whenever this Lease grants a Party hereto the right to take action, exercise discretion, make a judgment or other determination, or request or require documents or other items of information, such Parties shall act reasonably and in good faith. Neither Party hereto shall take any action solely for the purpose of frustrating the other party's reasonable expectations concerning the benefits to be enjoyed hereunder, and this Lease shall at all times be construed to effectuate the reasonable expectations of sophisticated parties concerning the benefits to be enjoyed. 37. GUARANTOR. 37.1 If there are to be any Guarantors of this Lease per Paragraph 1.11, the form of the guaranty to be executed by each such Guarantor shall be the form as attached hereto and made a part hereof, and each said Guarantor shall have the same obligations as Lessee under this Lease, including but not limited to the obligation to provide the Tenancy Statement and information called for by Paragraph 16. 37.2 It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and including in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signature of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect. 38. QUIET POSSESSION. Upon payment by Lessee of the rent for the Premises and the observance and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession of the Premises for the entire Term hereof subject to all of the provisions of this Lease. 39. OPTIONS. 39.1 DEFINITION. As used in this Paragraph 39 the word "OPTION" has the following meaning: (a) the right to extend the Term of this Lease or to renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal to lease the Premises or the right of first offer to lease the Premises or the right of first refusal to lease other property of Lessor or the right of first offer to lease other property of Lessor; (c) the right to purchase the Premises, or the right of first refusal to purchase the Premises, or the right of first offer to purchase the Premises, or the right to purchase other property of Lessor, or the right of first refusal

to purchase other property of Lessor, or the right of first offer to purchase other property of Lessor. 27

39.2 OPTIONS PERSONAL TO ORIGINAL LEASE. No Option may be separated from this Lease in any manner, by reservation or otherwise. 39.3 MULTIPLE OPTIONS. In the event that Lessee has any Multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options to extend or renew this Lease have been validly exercised. 39.4 EFFECT OF DEFAULT ON OPTIONS. (a) Lessee shall have no right to exercise an Option, notwithstanding any provision in the grant of Option to the contrary: (i) during the period commencing with the giving of any notice of Default under Paragraph 13.1 and continuing until the noticed Default is cured, or (ii) during the period of time any monetary obligation due Lessor from Lessee is unpaid, or (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three (3) or more notices of Default under Paragraph 13.1, during the twelve (12) month period immediately preceding the exercise of the Option and said Defaults have not been cured within the time period allowed by this Lease. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) All rights of Lessee under the provisions of an Option shall terminate and be of no further force or effect, not withstanding Lessee's due and timely exercise of the Option, if, after such exercise and during the Term of this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee for a period of thirty (30) days after such obligation becomes due, providing said monetary obligation is either scheduled or Lessor has at one time given Lessee a minimum of ten (10) days written notice that such monetary obligation was due, (without necessity of Lessor to give any subsequent notice thereof to Lessee),or (ii) Lessor gives to Lessee three (3) or more notices of monetary Default under Paragraph 13.1 during any twelve (12) month period, where same are not cured promptly within the notice period(s) set forth in Paragraph 13.1, or (iii) if Lessee commits a Breach of this Lease. 40. MULTIPLE BUILDINGS. If the Premises are part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by, keep and observe all reasonable rules and regulations which Lessor may make from time to time for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of such other buildings and their invitees. Any and all rules and regulations adopted and/or modified by Lessor from time to time with respect to the Premises shall (a) be in writing, (b) be reasonable in all respects and consistent with the rules and regulations adopted by other comparable office buildings generally, (c) not materially interfere with Lessee's intended use of the Premises, as permitted by Paragraph 1.8, (d) not impose discriminatory burdens or restrictions on Lessee and (e) not be enforced in a discriminatory manner against Lessee. 41. SECURITY MEASURES. Lessee hereby acknowledges that the rental payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. 42. RESERVATIONS. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Lessee or otherwise grossly burden Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 28

43. PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease. 44. AUTHORITY. If either Party hereto is a corporation, trust, or general or limited partnership, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. If Lessee is a corporation, trust or partnership, Lessee shall, within thirty (30) days after request by Lessor, deliver to Lessor evidence satisfactory to Lessor of such authority. 45. CONFLICT. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. OFFER. Preparation of this Lease by Lessor or Lessor's agent and submission of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is not intended to be binding until executed by all Parties hereto. 47. AMENDMENTS. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. The parties shall amend this Lease from time to time to reflect any adjustments that are made to the Base Rent or other rent payable under this Lease. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by an institutional, insurance company, or pension plan Lender in connection with the obtaining of normal financing or refinancing of the property of which the Premises are a part. 48. MULTIPLE PARTIES. Except as otherwise expressly provided herein, if more then one person or entity is named herein as either Lessor or Lessee, the obligations of such Multiple Parties shall be the joint and several responsibility of all persons or entities named herein as such Lessor or Lessee. 49. MISCELLANEOUS. (a) Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns. (b) Conflict of Laws; Prior Agreements; Separability. This Lease shall be governed by and construed pursuant to the Laws of the state in which the Premises is situated. This Lease contains all of the agreements of the Parties hereto with respect to any matter covered or mentioned in this Lease. No prior agreement, understanding or representation pertaining to any such maker shall be effective for any purpose. No provisions of this Lease may be amended or added to except by an agreement in writing signed by the Parties hereto or their respective successors in interest. The illegality, invalidity or unenforceability of any provision of this Lease shall in no way impair or invalidate any other provision of this Lease, and such remaining provisions shall remain in full force and effect. (c) Exterior Generator. Lessee shall have the right to install an exterior diesel-fuel powered generator outside the Building in an approved location with mutually approved construction and screening in place, said approval not to be unreasonably withheld and same shall comply with all appropriate governmental requirements and codes. 29

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY (THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FOR THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED. The parties hereto have executed this Lease at the place on the dates specified above to their respective signatures.
Executed at Newport Beach, California on May 12, 2000 ------------------------------Executed at Irvine -------------------------on 5/5/2000 -----------------------------------

By LESSOR: OLEN COMMERCIAL REALTY CORP. By LESSEE: FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION
By: /s/ CHARLES C. AUFHAMMER --------------------------------Name Printed: Charles C. Aufhammer Title: Vice President By /s/ GLEN HOLMES ----------------------------------Name Printed: Glen Holmes Title: President

By /s/ RICHARD M. WHITE ----------------------------------Name Printed: Richard M. White Title: Vice President, Administration

30

ADDENDUM "A" TO LEASE DATED: BY AND BETWEEN: AS LESSOR; AND: AS LESSEE APRIL 27, 2000 OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION

A. SIGN CRITERIA These regulations are established in order to maintain a continuity in appearance throughout Spectrum Pointe and to comply with the City of Lake Forest sign ordinances. All signage must meet City of Lake Forest sign ordinances and be approved by Lessor in advance of construction and installation. 1. GENERAL REQUIREMENTS: (a) Lessee shall be allowed three (3) identity signs. (b) The signs shall be installed at Lessee's expense. (c) Except as provided herein, no advertising placards, banners, pennants, names, insignias, trademarks, or other descriptive material shall be affixed or maintained upon the glass panes or exterior walls of the building. 2. SPECIFICATIONS-Single-tenant Buildings: (a) Building Sign: (i) Lessee shall use three-dimensional, plant-on, individual letters. These letters shall be made of 3" thick, polystyrened back with a high impact styrene letter face not to exceed 14" in height, or an alternate sign may be proposed by Lessee and shall be approved in advance by Lessor, said approval not to be unreasonably withheld. (ii) Type face shall be Helvetica medium and the color shall be black or white, or such type face and color as is approved by Lessor, said approval not to be unreasonably withheld. (iii) The maximum area within which the sign, including logo, can be installed shall be 40 square feet per building, except in the event that more than one tenant occupies a single building, in which case the sign size allotment shall be determined on a prorata basis, but in no event shall each sign exceed thirty square feet. The square footage dimensions shall be calculated by taking the distance from the first to the last letter, including all spaces between the letters ("length") and multiplying that dimension by the distance from the top to the bottom of the largest letter or logo ("width"). (iv) Placement of the sign on the building shall be in the location and by the method approved by Lessor. Lessee shall submit a scaled drawing of the proposed sign to Lessor for approval prior to construction and installation. (v) Lessee shall be responsible for obtaining all approvals and permits that may be required by the City of Lake Forest or the Association. B. DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS Lessee acknowledges that its leasehold estate is part of the Planned Development and subject to a Declaration of Covenants, Conditions, and Restrictions. Lessee agrees to accept its leasehold estate subject to the aforementioned Declaration and agrees to perform and comply with any and all restrictions set forth in said declaration or to make adequate provisions to permit entry and other actions by Lessor for the purpose of performing and complying with these restrictions.

ADDENDUM "A" PAGE 2 C. OVERFLIGHT DISCLOSURE Lessee acknowledges that Lessor has disclosed that subject Premises is subject to overflight, sight and sound aircraft operating from El Toro Marine Corps Air Station. D. EXTERIOR STORAGE Lessee shall neither store, nor permit to be stored any goods, machinery, merchandise, equipment, or any other items whatsoever in the parking lot or any other common area adjacent to the Building(s) or the Premises. Lessee may only place or store items wholly within its Building. E. NO TELEMARKETING Lessee warrants to Lessor that its "use" of the subject Premises shall NOT be for the operation of a telemarketing business, although some business-to-business targeted marketing involving the use of telephone research, surveying and prospecting techniques may be employed. Lessee acknowledges that Lessor does not allow "boiler-room" telemarketing businesses as an acceptable "Use" for this or any other location in Lessor's properties and Lessee therefore understands and agrees its total number of employees shall not adversely impact the Project parking, or usage of the common areas, or exceed that which would be reasonably expected for normal general office use in a facility of this size, and that non-compliance of these issues shall constitute a material breach of this Lease. F. START DATE AMENDMENT Upon establishing a fixed Commencement and Expiration Date for this Lease, an amendment shall be created defining said dates, which will be attached hereto and will become hereof a part of the terms and conditions of this Lease. G. (DELETED IN ITS ENTIRETY) H. PROPOSITION 13 PROTECTION If during the Term, a sale or refinancing of the Premises is consummated, or a change in ownership of the Premises occurs and as a result thereof, the real property taxes for the Premises increase pursuant to a reassessment, then Lessee shall not be obligated to pay any portion of such increase during the Term. I. NON-DISTURBANCE AGREEMENT Lessor, concurrent with the execution of the Lease or as soon thereafter as reasonably possible, will provide a non-disturbance agreement from any ground lessor, mortgage holders or other lien holders of Lessor now in existence. Lessor also agrees to provide a non-disturbance agreement from any such lien holder who later comes into existence during the Term. Lessee reserves the right to review such agreement.

ADDENDUM "A" PAGE 3 J. ROOF RIGHTS Lessee shall have the right to install, including, but not limited to, its antennas, satellite dishes and HVAC equipment on the roof of the Building, at no charge, subject to Lessor's consent, which shall not be unreasonably withheld. Any equipment put on the roof will be at the sole cost of the Lessee and shall be approved by Lessor so that it does not show from the street. K. FIRST RIGHT OF REFUSAL FOR EXPANSION SPACE Lessor agrees to give Lessee herein First Right of Refusal to lease all or a portion of the proposed 3-story office building consisting of approximately 73,000 sq.ft. to be located at 1 Spectrum Pointe Drive, Lake Forest, CA (the "Expansion Building") under the following terms and conditions: Any time prior to completion of the building shell as evidenced by a Notice of Substantial Completion from the City of Lake Forest, Lessor shall not enter into any lease for all or any portion of the "Expansion Building" with a third party without first offering Lessee an opportunity to lease such space on the same general terms and conditions as Lessor is willing to lease space in the Expansion Building to a bona fide third party. Lessor shall extend such opportunity to lease to Lessee by notifying Lessee in writing of the proposed terms and conditions or, at Lessor's option, submitting to Lessee a copy of the Letter of Intent to lease. If within five (5) business days of the date of such notice, Lessor has received written notice from Lessee of its election to lease on the same terms and conditions as those proposed in the third party Letter of Intent, Lessor and Lessee shall enter into a lease on those same economic terms and conditions as were proposed in the third party Letter of Intent. In the event Lessee exercises this First Right, said written acceptance shall be non-revocable, subject to Lessee and Lessor negotiating a Lease in good faith and both working diligently toward execution of said leases. If Lessee leases the entire Expansion Building, then Lessor shall use this Lease changing only those items (Premises address, size, rent amount, etc.) specific to the Expansion Building deal. In the event the Expansion Building is multi-tenanted, Lessor shall incorporate as much of this Lease as is appropriate to a Full Service lease form. If Lessor has not received Lessee's written election to lease space within said five (5) business day period, Lessor shall be free to execute the proposed lease with a third-party lessee, or Lessor may be free to lease space in subject Expansion Building without further notice to Lessee. However, Lessor agrees to make every reasonable effort to give Lessee a courtesy notice when entering into negotiations for space in this "Expansion Building" until said Building is fully leased or Lessee no longer is in need of Additional Space. Upon completion of the building shell as evidenced by a Notice of Substantial Completion from the City of Lake Forest, Lessor shall offer Lessee a First Right to Lease all or any portion of the Expansion Building by giving Lessee a one-time offer in writing to lease space in the Expansion Building at the Fair Market Rental Rate for comparable space in the City of Lake Forest area, or, if Lessor has a bona fide offer from a third party at that time, the same terms and conditions as the Letter of Intent to lease for that third party offer and Lessee shall have five (5) days to respond in writing. In the event Lessee exercises its First Right, said written acceptance shall be non-revocable subject to Lessee and Lessor negotiating a Lease in good faith and bath working diligently toward execution of said leases. If Lessee leases the entire Expansion Building, then Lessor shall use this Lease changing only those items (Premises address, size, rent amount, etc.) specific to the Expansion Building deal. In the event the Expansion Building is multi-tenanted, Lessor shall incorporate as much of this Lease as is appropriate to a Full Service lease form. If Lessor has not received Lessee's written election to lease space within said five (5) day period, Lessor shall be free to execute the proposed lease with a third-party lessee, or Lessor may be free to lease space in subject Expansion Building without further notice to Lessee. However, Lessor agrees to make every reasonable effort to give Lessee a courtesy notice when entering into negotiations for space in this "Expansion Building" until said Building is fully leased or Lessee no longer is in need of Additional Space. L. Lessee shall not have any responsibility to restore or pay for restoration of the existing granite which is being replaced in the lobby and main entry stairwell upon Lease Expiration. M. Lessor acknowledges Lessee desires to install some sort of security barrier to protect the N.O.C. area from a vehicle coming through the glass along Bake Parkway. Lessee shall submit a plan to Lessor for Lessor's

approval, not to be unreasonably withheld, prior to construction of same. All said work will be at Lessee's sole cost and shall be removed upon Lessee's vacation of the Premises.

ADDENDUM "B" BY AND BETWEEN: AS LESSOR; AND: AS LESSEE TO LEASE DATED: OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION

APRIL 27, 2000

1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Lessor first had and obtained and Lessor shall have the right to remove and destroy any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Lessee. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Lessee by a person approved by the Lessor. Lessee shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that the Lessor may furnish and install a Building standard window covering at all exterior windows. Lessee shall not without prior written consent of Lessor cause or otherwise install sunscreen on any window. 2. The sidewalks, halls, passages, exits, entrances, elevators and stairways, driveways, and parking areas shall not be obstructed by Lessees or used by them for any purpose other than for ingress and egress from their respective Premises. 3. Lessee shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises, without prior written consent of Lessor and subsequent delivery of a duplicate key to Lessor. 4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage, a damage resulting from the violation of this rule shall be borne by the Lessee who, or whose employees or invitees shall have caused it. 5. Lessee shall not overload the floor of the Premises or in any way deface the Premises or any part thereof. 6. Lessee shall not use, keep or permit to be used or kept any foul or noxious gas or substances in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to the Lessor or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other Lessees or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or the Building 7. No cooking except for normal employee meal preparation shall be done or permitted by any Lessee on the Premises, nor shall the Premises be used for washing clothes, for lodging, or for any improper, objectionable or immoral purpose. 8. Lessee shall not keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied or approved in writing by the Lessor. 9. Lessor will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of the Lessor. The locations of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Lessor. 10. Lessor reserves the right to exclude or expel from the Building any person who, in the judgment of Lessor, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building.

11. Lessee shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate to prevent same. 12. Without the written consent of Lessor, Lessee shall not use the name of the building in connection with or in promoting or advertising the business of Lessee except as Lessee's address. 13. Lessor shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the Lessees, in such manner as it deems best for the benefit of the Lessees generally. 14. All garbage and refuse shall be placed by Lessee in the containers at the location prepared by Lessor for refuse collection, in the manner and at the times and places specified by Lessor. Lessee shall not burn any trash a garbage of any kind in or about the Leased Premises or the Business Park. All cardboard boxes must be "broken down" prior to being placed in the trash container. AA Styrofoam chips must be bagged or otherwise contained prior to placement in the trash container, so as not to constitute a nuisance. Pallets may not be disposed of in the trash bins or enclosures. It is the Lessee's responsibility to dispose of pallets by alternative means.

ADDENDUM "B" PAGE 2 Should any garbage or refuse not be deposited in the manner specified by Lessor, Lessor may after three (3) hours verbal notice to Lessee, take whatever action necessary to correct the infraction at Lessee's expense. 15. Except as specified herein, No aerial antenna shall be erected on the roof a exterior walls of the Leased Premises, or on the grounds, without in each instance, the written consent of Lessor first being obtained. Any aerial or antennae so installed without such written consent shall be subject to removal by Lessor at any time without notice. 16. No loud speakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Building or in neighboring space without the prior written consent of Lessor. 17. The outside areas immediately adjoining the Building shall be kept clean and free from dirt and rubbish by the Lessee, to the satisfaction of the Lessor, and Lessee shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed. 18. Lessee may use such pest extermination as it seems fit. 19. Except as otherwise described in the Lease or with prior consent by Lessor, these common types of damages will be charged back to the Lessee if they are not corrected prior to vacating the Premises: - Keys not returned to Lessor for ALL locks, requiring the service of a locksmith and rekeying. - Removal of all decorator painting, wallpapering and paneling, or Lessor's prior consent to remain. - Electrical conduit and receptacles on the surface of walls. - Penetration of roof membrane in any manner. - Holes in walls, doors, and ceiling surfaces which do not constitute normal wear and tear. - Addition or change of standard door hardware. - Glass damage. - Damaged, inoperative, or missing electrical, plumbing, or HVAC equipment. - Debris and furniture requiring disposal. - Installation of additional improvements without Lessor's prior written approval or obtainment of required City building permits Lessee agrees to comply with all such rules and regulations upon notice from Lessor. Should Lessee not abide by these Rules and Regulations, Lessor may serve a three (3) day notice to correct deficiencies. If Lessee has not corrected deficiencies by the end of the notice period, Lessee will be in default of lease. Lessor reserves the right to amend or supplement the foregoing rules and regulations and to adopt and promulgate additional rules and regulations applicable to the leased premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to the Lessee.

ADDENDUM "C" TO LEASE DATED: BY AND BETWEEN: AS LESSOR; AND: AS LESSEE -------------------------------------------------------------------------------APRIL 27, 2000 OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION

ANNUAL RENT ADJUSTMENT The minimum Base Monthly Rent set forth in Paragraph 1.5 of this Lease shall be adjusted as follows: Beginning on the 1st day of the 25th month through the last day of the 48th month, the minimum Base Monthly Rent shall be $98,442.18. Beginning on the 1st day of the 49th month through the last day of the 72nd month, the minimum Base Monthly Rent shall be $104,437.31*. Beginning on the 1st day of the 73rd month through the last day of the 96th month, the minimum Base Monthly Rent shall be $110,797.55*. Beginning on the 1st day of the 97th month through the last day of the 120th month, the minimum Base Monthly Rent shall be $117,545.12*. * Note: The Base Monthly Rent set forth above does not include any triple net charges or the monthly Tenant Improvement amortization of $5,111.34.

ADDENDUM "D" TO LEASE DATED: BY AND BETWEEN: AS LESSOR; AND: AS LESSEE APRIL 27, 2000 OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION

OPTION TO EXTEND/LEASE EXTENSION Providing Lessee is not in Breach under any of the material terms of this Lease, Lessee shall have the Option to Extend the Term of this Lease for TWO (2) FIVE-YEAR periods (the "Option Terms" on all the same terms and conditions as contained in this Lease, except that the minimum Base Monthly Rent commencing with the first month of each Lease Extension shall be at ninety-five percent (95%) of the THEN MARKET RATE for equivalent space in the City of Lake Forest. To exercise this Option to Extend, Lessee must give notice IN WRITING to Lessor by Certified mail, return receipt requested at least ONE HUNDRED AND EIGHTY DAYS prior to the expiration of the previous term. All terms and conditions of Article 39 of the Lease shall remain in full force and effect. Should Lessee elect to exercise its Option to Extend the Term, as discussed in Paragraph 11 above, then at Lessee's discretion, Lessor, at Lessor's sole cost and expense, shall agree to repaint the entire exterior of the Building during the first quarter of the eleventh (11th) year and repaint the interior of the Building during the first quarter of the eleventh (11th) year and the first quarter of the sixteenth (16th) year. The "Then Market Rate" of the Premises shall be determined as follows: Lessee and Lessor shall agree upon a then Market Rate and if unable to agree, then Lessor and Lessee will each appoint one independent real estate broker who has been active over the five (5) year period ending on the date of such appointment in the leasing of comparable commercial properties located in the City of Lake Forest area of Orange County, California (the "Comparison Area"). The determination of said brokers will be limited solely to the issue of whether Lessor's or Lessee's submitted fair market rental rate for the leased area at issue is the closest to the actual Fair Market Rental Rate for such area as determined by the brokers, taking into account the requirements below. The two (2) brokers so appointed will within fifteen (15) days of the date of the appointment of the last appointed broker agree upon and appoint a third broker. The three (3) brokers will within thirty (30) days of the appointment of the third broker reach a decision as to whether the parties will use Lessor's or Lessee's submitted Fair Market Rental Rate for purposes of establishing the Base Rent for the Option Term in question which shall be based upon the Fair Market Rental Rate, and will notify Lessor and Lessee thereof. The decision of the majority of the three (3) brokers will be binding upon Lessor and Lessee. If either Lessor or Lessee fails to appoint a broker within the time period specified above, the broker appointed by one of them will, within thirty (30) days following the date on which the party failing to appoint a broker could have last appointed such broker, reach a decision based upon the procedures set forth above (i.e. by selecting either Lessor's or Lessee's submitted Fair Market Rental Rate) and notify Lessor and Lessee thereof, and such broker's decision will be binding upon Lessor and Lessee. If the process described hereinabove has not resulted in the determination of a Fair Market Rental Rate by the commencement of the Option Term in question, then the Fair Market Rental Rate estimated by Lessor will be used until the brokers reach a decision, with an appropriate rental adjustment for any overpayments of Base Rent or other amounts. The term "Fair Market Rental Rate" for purposes of this Lease shall mean the monthly amounts of Base Rent per Square foot of Floor Area for the Option Term, that a willing, non-renewal new lessee (excluding sublease and assignment transactions) would pay, and a willing lessor of a comparable premises located in the area of the City of Lake Forest (the "Market") would accept, at arm's length for space of comparable size and quality as the Premises, taking into account the age, quality and layout of the then existing office improvements in the Premises (but specifically excluding the value of any Improvements, Alterations or Utility Installations directly paid for by Lessee subsequent to the Commencement Date of the Lease) and taking into account all factors, that a sophisticated Lessor or Lessee would consider relevant, including rental rates, Lessee size and/or credit standing,

or parking charges then being charged or granted by Lessor or the lessors of comparable buildings in the Market.

ADDENDUM "E" TO LEASE DATED: BY AND BETWEEN: AS LESSOR; AND: AS LESSEE APRIL 27, 2000 OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION FUTURELINK MICRO VISIONS CORP., A DELAWARE CORPORATION

CONSTRUCTION OF TENANT IMPROVEMENTS In consideration of Lessee's agreement to enter into this Lease, Lessor agrees to cause the Building to be constructed and improved substantially in accordance with all Applicable Law and with such Tenant Improvements as are more particularly described and detailed on the plans attached hereto as Exhibit "B" (H. Hendy Space Plan 1-2 dated 2/21/00); Exhibit "B-1" (H. Hendy Plan A3.1A); Exhibit "B-2" (H. Hendy Plan A3.1B); Exhibit "B-3" (H. Hendy Plan A3.2A) and Exhibit "B-4" (H. Hendy Plan A3.2B). Lessee's architect, H. Hendy Associates, shall provide and deliver to Lessor as soon as reasonably possible after Lease execution, but in no event later than May 12, 2000, a full set of Final Working Drawings (hereinafter "F.W.D.") substantially in accordance with the plans set forth on Exhibits "B" through "B-4" attached including all Mechanical, Electrical and Plumbing engineering suitable to obtain Building Permits. Said Final Working Drawings (F.W.D.) shall be deemed to be approved in their entirety by Lessee prior to their delivery to Lessor by Lessee's architect, H. Hendy Associates. Any significant cost differences due to changes which may appear on the F.W.D'S when compared to Exhibits "B" through "B-4" herein will be itemized by Lessor within five (5) business days of receipt of the FWD's and approved by Lessee (such cost and expenses to be limited to actual cost of differences with a maximum fee mark-up by Lessor's general contractor limited to the general contract base fee percentage (six percent) and shall not include any mark-up for Lessor's management services), and to the extent they, or any N.I.C. items or Additional Tenant Improvements requested by Lessee and approved by Lessor, total less than $73,952.00, may be amortized into the Lease via an Amendment at ten percent (10%) per annum over the Original Term (10 years) of the Lease. Any costs in excess of said amount will be treated as Additional Tenant Improvements and paid for under the terms set forth herein below for same. Lessor shall cooperate fully in assisting Lessee's architect, H. Hendy Associates, to obtain Building Permits from the City of Lake Forest. Lessor agrees to construct "turn-key" Tenant Improvements as set forth herein at its sole cost and expense substantially in accordance with Exhibits "B", "B-1", "B-2", "B-3" and "B-4" attached hereto and made a part hereof at no additional cost to Lessee except for: (1) those costs set forth hereinbelow listed as Above Standard Costs; (2) any costs which may arise due to changes initiated by Lessee that differ from the Tenant Improvements set forth in this Addendum "E" and Exhibits "B" through "B-4" herein; or (3) any costs attributable to those items listed as "Not Included" (N.I.C.) herein, said Improvements to be completed in a workmanlike manner using the finishes and specifications noted on said Exhibits "B" through "B-4", together with the specifications, finishes and exclusions noted below: ABOVE STANDARD COSTS Lessee shall pay Lessor for the following above-standard Tenant Improvements as set forth in Exhibits "B" through "B-4" attached, said total cost to be $390,004.00 amortized at ten percent (10%) per annum in one hundred-twenty (120) equal monthly installments of $5,111.34 due on the first day of each consecutive month of the Original Term of the Lease, together with the Rent.
1. Ceiling Soffit Detail in "bullpen" areas Credit for T-Bar $30,000.00 $(9,696.00) $20, $74,

2. Flooring (Credit given for a Building Standard floor covering allowance of $16.00/sq.yd.) 3. Light Fixture Package Cost includes: Cost for specified fixtures with credit given for

$191,

Building standard 2' x 4' fixtures and the fixtures not used including the labor to install ($68,000). No under cabinet or cove lighting included. T-8 lamps used in lieu of T-5 lamps 4. Clear solid-core maple doors throughout (cost includes credit for building standard rotary birch doors) $11,

ADDENDUM "E" PAGE 2
5. Sidelite door frame and door combo. (Cost includes credit for Lessor's standard frame) 6. Floor boxes. Includes concrete remove and replace, and walker Duct 7. New glass door and concrete sidewalk at Room 114 8. Two showers with water heater 9. HVAC - additional 32 zones. (Rezone plan not revised or included.) (Total of 87 zones being installed at this price) 10. Lobby demo - including drywall, electrical and granite 11. Wallpaper 12. Paint open areas where shown 13. Column shrouds. 2' wide with a 6" return using standard plastic laminate. (Total of 36) 14. Above standard cabinets in Rooms 142, 160, 117, 267, 257, 248, 246, 241, 206 and 201 TOTAL ABOVE STANDARD $18,014.00

$17,957.00

$3,950.00 $9,185.00

$43,065.00 $5,800.00 $19,112.00 $5,500.00 $15,246.00

$38,600.00 -----------$474,192.00

Credit for $2/sq.ft. additional allowance for 73,899 sq. ft.

$(147,798.00) -----------$326,394.00

Allowances (Actual numbers may vary when specifics are known.)
1. Terrazzo floor allowance (colors not selected; can Establish exact cost when material selected) 2. Custom paint allowance for 1,850 sq.ft. 3. Allowance for reception desk and wood wall at reception area 4. Allowance for breakroom island and metal screen 5. Allowance for glass wall at Room 157. Total Allowances TOTAL OF TENANT'S COST (TO BE AMORTIZED): $17,500.00

$12,210.00 $18,000.00

$13,500.00 $ 2,400.00 ---------$63,610.00 $390,004.00

THE FOLLOWING ARE NOT INCLUDED (N.I.C.) IN ABOVE PRICING AND ARE NOT INCLUDED IN TENANT IMPROVEMENTS LESSOR IS COMPLETING: (However, the below listed N.I.C. items shall not be performed by Lessor unless requested to do so in writing by Lessee and paid for by Lessee pursuant to the terms set forth in this Addendum E.) - N.O.C. area (9,114 sq.ft.) - Fire dampers for HVAC in reception area only - One (1) hour construction in reception area

- Concrete saw cutting for electrical - TV or "monitors" - Write on white boards or "magrite" boards - Projection screens - Alternative power supplies or power conditioners - Conduits or ducts through T.I. space to N.O.C. area - Any "furniture" type cabinets - Accordion folding doors - Energy Management System

ADDENDUM "E" PAGE 3 - SCUFFMASTER Paint or special paint products - Chemical or preaction fire suppression system - Lobby light fixture allowance - Additional power above that amperage that is existing - Any work associated with the proposed power generator including any "site" work - Building life safety system (there is none) - Cable for T.V. jack locations - Any business machines (IB) copiers, fax, etc. - Any vending machines - Cable for phone or computers - All furniture, fixtures or equipment shown on plans The base building includes the following: 1. Men's and Women's toilet rooms on each floor. 2. Drinking fountain at core. 3. Electrical/telephone closets. 4. Building stairway(s). 5. Mechanical equipment room. 6. An elevator-served lobby. 7. All sheetrock core walls, perimeter columns and interior columns taped and spackled, ready for painting. 8. HVAC: Primary HVAC duct loop from the mechanical equipment room around the Building core. 9. Sprinklers: Temporary protection consisting of mains, laterals and uprights, installed according to Building code. 10. Fire protection alarm and communication systems installed according to Building code. 11. Floors level to within one-quarter inch (1/4") of any ten foot (10') radius. 12. Electrical: 2000 AMPS 480V/3 phase power. Lessor shall construct Lessee's Tenant Improvements as set forth in this Addendum "E" (this does not include the N.O.C. area). Lessee acknowledges that the Tenant Improvements to be completed by Lessor are subject to the review and approval of final working drawings by Lessee, Lessor and the City of Lake Forest. All Improvements shall be constructed in accordance with all applicable building codes and ordinances, including but not limited to all applicable ADA codes and requirements as designed by Lessee's architect, H.Hendy Associates.

Lessor shall make every reasonable effort to complete the above Tenant Improvements as soon as reasonably possible after receipt of signed Leases and move-in monies, and estimates said work to take approximately sixty (60) days to complete from date of Lessor's receipt of building permits, but Lessor can make no guaranty of an exact date of completion. However, Lessor shall diligently prosecute the construction of the Tenant Improvements to completion, using its best efforts to substantially complete same by July 26, 2000. Lessee shall be responsible for obtaining any permits or licenses required for Lessee's particular use and operation in the Premises including, without limitation, business licenses, permits for any Hazardous Materials utilized in Lessee's operations, and any certificate of occupancy which may be required for Lessee's particular use and operation in the Premises. Upon mutual execution of Lease documents and Lessor's receipt of move-in monies, Lessor shall provide access to Lessee and its contractors and employees as required during normal working hours Monday through Friday, or such extended hours, including Saturday and Sunday, as are approved by Lessor, said approval not to be unreasonably withheld, for the purpose of construction of approximately 9,114 sq.ft. area on the first floor designated as the "N.O.C.", and marked with diagonal lines on Exhibit "B" attached hereto. (It would not be considered unreasonable for Lessor to withhold approval for extended construction hours if Lessee does not provide additional security acceptable to Lessor to protect Lessor's job site.) Lessee is solely responsible for the completion of this area and will complete all Tenant Improvements in accordance with all applicable codes and ordinances. Lessee agrees said access shall be coordinated with Lessor's job site superintendent and shall not in any way interfere with or delay the construction of the Tenant Improvements Lessor is completing as set forth on Addendum "E" herein and whether or not this N.O.C. area is complete shall not affect the Commencement Date of the Lease as set forth in this Lease.

ADDENDUM "E" PAGE 4 ADDITIONAL TENANT IMPROVEMENTS: Lessor and Lessee acknowledge that the Tenant Improvements identified and detailed on Exhibits "B" through "B-4" are the result of agreements arrived at during previous meeting(s) between Lessor and Lessee. Any Additional Tenant Improvements are subject to Lessor's approval thereof not to be unreasonably withheld or delayed, with the understanding that the total cost of the Additional Tenant Improvements shall be the sole responsibility of Lessee, and said cost should be limited to Lessor's actual cost with a maximum fee mark-up of the original general contract base fee percentage (six percent (6%).) If Lessor and Lessee are unable to agree upon the plans for, or the cost of, any such proposed Additional Tenant Improvements, Lessor shall not be obliged to construct such Additional Tenant Improvements and may proceed with the construction of the Tenant Improvements in accordance with the approved Final Working Drawings. In the event Additional Tenant Improvements are approved by Lessor, then Lessor shall prepare an Additional Work Authorization ("AWA") outlining the specific additional work to be completed and shall deliver same to Lessee. Lessee shall execute said AWA and return it to Lessor, together with a check for the total cost of such Additional Tenant Improvements. Lessor shall not be obligated to commence construction of any approved Additional Tenant Improvements until Lessor has received such signed AWA and the check. Lessee shall be notified at the time of Lessor's receipt of the requested Additional Tenant Improvements if same will result in any time delay in the Completion Date. Any construction delay arising out of Lessee's request for any Additional Tenant Improvements may result in the acceleration of the Commencement Date. COMPLETION OF TENANT IMPROVEMENTS: The Tenant Improvements shall be deemed "Substantially Completed" for purposes of this Lease upon final inspection sign-off for the Tenant Improvements set forth herein by the City of Lake Forest Building Department. However, Lessee agrees the N.O.C. area (approximately 9,114 square foot area located on the first floor as noted by diagonal hatch-marks on Exhibit "B" attached) may or may not be completed by that date, and Lessor is not doing any tenant improvements whatsoever in said N.O.C.area, and whether or not that area is complete, rent shall commence as set forth in this Lease.

SPECTRUM-POINTE LAKE FOREST, CALIFORNIA [EXHIBIT "A" FLOOR PLAN]

[OLEN LOGO] May 15, 2000 Mr. Glen Holmes, President Mr. Richard M. White, Vice President, Administration FUTURELINK MICRO VISIONS CORP. 6 Morgan Avenue, Suite 100 Irvine, CA 92618 RE: Your lease at: SPECTRUM POINTE 2 South Pointe Drive Lake Forest, CA 92630 Gentlemen: Welcome to Spectrum Pointe! Enclosed please find a fully executed copy of your Lease. By way of introduction, Olen is a commercial real estate development firm with a current inventory of office, industrial, research and development facilities in excess of four million square feet. Should you require additional space at any time, we will be happy to show you other Olen suites whenever it is convenient. I would also like to take this opportunity to introduce our Property Manager, Susan Pruitt. The Property Management Department may be contacted regarding any property management needs or questions that may arise during the course of your lease term. Your Property Manager can be reached directly at (949)719-7237. We at Olen Commercial Realty Corp. look forward to your tenancy. If I may be of further assistance in the coming months, please do not hesitate to call. Sincerely, OLEN COMMERCIAL REALTY CORP.
/s/ CHARLES C. AUFHAMMER Charles C. Aufhammer Vice President, Marketing

CCA/js Enclosure: Lease

EXHIBIT 10.30 OFFICE LEASE BETWEEN TRANSWESTERN LEXINGTON, LLC ("LANDLORD") AND FUTURELINK CORP. ("TENANT") DATE OF LEASE: AUGUST 8, 2000 BUILDING: 360 LEXINGTON AVENUE, NEW YORK, NY

TABLE OF CONTENTS
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. DEFINITIONS.........................................................1 LEASE GRANT.........................................................4 ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION..........................4 USE.................................................................4 BASE RENT...........................................................5 SECURITY DEPOSIT....................................................6 SERVICES TO BE FURNISHED BY LANDLORD................................7 LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY............................8 SIGNAGE.............................................................9 REPAIRS AND ALTERATIONS BY TENANT...................................9 USE OF ELECTRICAL SERVICES BY TENANT...............................11 ENTRY BY LANDLORD..................................................11 ASSIGNMENT AND SUBLETTING..........................................12 MECHANIC'S LIENS...................................................13 INSURANCE..........................................................14 INDEMNITY..........................................................15 DAMAGES FROM CERTAIN CAUSES........................................16 CASUALTY DAMAGE....................................................16 CONDEMNATION.......................................................17 HAZARDOUS SUBSTANCES...............................................17 AMERICANS WITH DISABILITIES ACT....................................18 EVENTS OF DEFAULT..................................................18 REMEDIES...........................................................19 NO WAIVER..........................................................23 PEACEFUL ENJOYMENT.................................................23 [RESERVED.]........................................................23 HOLDING OVER.......................................................23 SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE.....................24 NOTICE.............................................................24 SURRENDER OF PREMISES..............................................25 RIGHTS RESERVED TO LANDLORD........................................25 MISCELLANEOUS......................................................25 ENTIRE AGREEMENT...................................................27 LIMITATION OF LIABILITY............................................28

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EXHIBIT A - OUTLINE AND LOCATION OF PREMISES...............................A-1 EXHIBIT B - RULES AND REGULATIONS..........................................B-1 EXHIBIT C - PAYMENT OF TAXES...............................................C-1 EXHIBIT D - WORK LETTER....................................................D-1 EXHIBIT E - COMMENCEMENT LETTER............................................E-1 EXHIBIT F - PORTER'S WAGE PAYMENT..........................................F-1 EXHIBIT G - CLEANING SPECIFICATIONS........................................G-1 EXHIBIT H - CERTIFICATE OF OCCUPANCY.......................................H-1

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OFFICE LEASE AGREEMENT This Office Lease Agreement (the "LEASE"), made and entered into on this the 8th day of August, 2000, between TRANSWESTERN LEXINGTON, LLC, a Delaware limited liability company ("LANDLORD") and FUTURELINK CORP., a Delaware corporation ("TENANT"). W I T N E S S E T H: 1. DEFINITIONS. The following are definitions of some of the defined terms used in this Lease. The definition of other defined terms are found throughout this Lease. A. "ADDITIONAL RENT": shall mean Tenant's Pro Rata Share of Taxes (hereinafter defined), the Porter's Wage Payment and any other sums (exclusive of Base Rent and the Electric Inclusion Amount) that are required to be paid to Landlord by Tenant hereunder, which sums are deemed to be Additional Rent under this Lease. Additional Rent and Base Rent (including the Electric Inclusion Amount) are sometimes collectively referred to herein as "Rent." B. The "APPROXIMATE RENTABLE AREA IN THE BUILDING" is 240,977 square feet. The Approximate Rentable Area in the Premises as set forth herein may be revised at Landlord's election prior to the Commencement Date if Landlord's architect determines such estimate to be inaccurate in any material degree after examination of the final drawings of the Premises and the Building. C. "APPROXIMATE RENTABLE AREA IN THE PREMISES" shall mean the rentable square feet of space comprising the Premises. For purposes of the Lease it is agreed and stipulated by both Landlord and Tenant that the Approximate Rentable Area in the Premises is 14,467 square feet. The amount of any space (such amount "RENTABLE AREA") added or deleted from the Premises after the date of this Lease shall be determined in Landlord's reasonable discretion. D. "BASE RENT": Base Rent (which includes the Electric Inclusion Amount defined in Section 11) will be paid according to the following schedule, subject to the provisions of Section 5 hereof. For the purposes of this Section 1.D., "LEASE YEAR" shall mean the twelve (12) month period commencing on the Commencement Date, and on each anniversary of the Commencement Date.
MONTHLY INSTALLMENTS OF BASE RENT ------------------------------------------------------------------------------FIRST LEASE YEAR THROUGH FIFTH $694,416.00 $57,868.00 LEASE YEAR SIXTH LEASE YEAR THROUGH $752,284.00 $62,690.33 TERMINATION DATE PERIOD ANNUAL BASE RENT

The Base Rent due for the first month during the Lease Term (hereinafter defined) shall be paid by Tenant to Landlord contemporaneously with Tenant's execution hereof. E. "BASE YEAR" shall have the meaning given to that term in EXHIBIT C. F. "BROKER" shall mean, collectively, Jones Lang LaSalle Americas, Inc. and First New York Realty Co. G. "BUILDING" shall mean the office building at 360 Lexington Avenue, Borough of Manhattan, City and State of New York, currently known as 360 Lexington Avenue. H. "BUILDING MANAGER" shall mean Jones Lang LaSalle Americas, Inc. or such other company as Landlord shall designate from time to time. 1

I. "BUILDING STANDARD", shall mean the type, brand, quality and/or quantity of materials Landlord designates from time-to-time to be the minimum quality and/or quantity to be used in the Building or the exclusive type, grade, quality and/or quantity of material to be used in the Building. J. "BUSINESS DAY(S)" shall mean Mondays through Fridays exclusive of the normal business holidays of New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day ("HOLIDAYS"). Landlord, from time to time during the Lease Term, shall have the right to designate additional Holidays, provided such additional Holidays are commonly recognized as holidays by other office buildings in the area where the Building is located. K. "COMMENCEMENT DATE", "LEASE TERM" and "TERMINATION DATE" shall have the meanings set forth below: 1. The "LEASE TERM" shall mean a period of ten (10) years, three (3) months commencing on the date Landlord delivers possession of the Premises to Tenant broom clean and free of all tenancies and occupancies, together with an ACP-5 certificate, (the "COMMENCEMENT DATE") and, unless sooner terminated as provided herein, ending on the date which is ten (10) years, three (3) months thereafter (the "TERMINATION DATE"). In no event shall the Commencement Date occur prior to September 19, 2000. The Commencement Date, Lease Term and Termination Date shall be set forth in a Commencement Letter attached hereto as EXHIBIT E. L. "COMMON AREAS" shall mean those areas located within the Building or on the Property used for corridors, elevator foyers, mail rooms, restrooms, mechanical rooms, elevator mechanical rooms, property management office, janitorial closets, electrical and telephone closets, vending areas, and lobby areas (whether at ground level or otherwise), entrances, exits, sidewalks, and landscaped areas and other similar facilities provided for the common use or benefit of tenants generally. M. "DEFAULT RATE" shall mean the lower of (i) the Prime Rate plus two percent (2%) or (ii) the Maximum Rate. N. "MAXIMUM RATE" shall mean the highest rate of interest from time-to-time permitted under applicable federal and state law. O. "NORMAL BUSINESS HOURS" for the Building shall mean 8:00 a.m. to 6:00 p.m. Mondays through Fridays, exclusive of Holidays. P. "NOTICE ADDRESSES" shall mean the following addresses for Tenant and Landlord, respectively: Tenant Futurelink Corp. 360 Lexington Avenue New York, New York 10017 With a copy to: Richards & O'Neil, LLP 885 Third Avenue New York, New York 10022 Attention: Andrew L. Herz, Esq. 2

Landlord: Jones Lang LaSalle Americas, Inc. 360 Lexington Avenue New York, New York 10017 Attention: General Manager with a copy to: Transwestern Investment Company 150 North Wacker Drive, Suite 800 Chicago, IL 60606 Attention: Owner's Representative Payments of Rent only shall be made payable to the order of: Transwestern Lexington, L.L.C. at the following address: P.O. Box 828623 Philadelphia, PA 19182-8623 or such other name and address as Landlord shall, from time to time, designate in writing. Q. "PERMITTED USE" shall mean general executive and administrative office use and ancillary related uses but no other use or purpose. R. "PORTER'S WAGE PAYMENT" shall mean all payments to be made by Tenant pursuant to EXHIBIT E attached hereto. S. "PREMISES" shall mean the office space located on the seventh (7th) floor within the Building and outlined on EXHIBIT A to this Lease. T. "PRIME RATE" shall mean the per annum interest rate announced by and quoted in the Wall Street Journal from time-to-time as the prime or base rate. U. "PROPERTY" shall mean the Building and the parcel(s) of land on which it is located. V. "SECURITY DEPOSIT" shall mean, subject to the provisions of Section 6, the sum of Six Hundred Fifty One Thousand Fifteen Dollars ($651,015.00) which may be posted in cash or by delivery of a Letter of Credit as defined in Article 6. The Security Deposit shall be paid by Tenant to Landlord contemporaneously with Tenant's execution hereof. W. "SERVICE AREAS" shall mean those areas within the Building used for stairs, elevator shafts, flues, vents, stacks, pipe shafts and other vertical penetrations (but shall not include any such areas for the exclusive use of a particular tenant). X. "TAXES" shall have the meaning given to such term in EXHIBIT C. 3

Y. "TENANT'S PRO RATA SHARE" shall mean six and 3/1000 percent (6.003%) which is the quotient (expressed as a percentage), derived by dividing the Approximate Rentable Area in the Premises by the Approximate Rentable Area in the Building. Z. "UNCOMMON IMPROVEMENTS" shall mean internal staircases, raised flooring, vaults, executive bathrooms or any other Leasehold Improvements not commonly found in buildouts of commercial office space in midtown Manhattan. 2. LEASE GRANT. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises together with the right, in common with others, to use the Common Areas. 3. ADJUSTMENT OF COMMENCEMENT DATE/POSSESSION. A. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. B. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the legal right to possession thereof. Tenant expressly waives any right to rescind this Lease under Section 223-a of the Real Property Law of the State of New York (or any other law of like import, now or hereafter in force) and the right to recover any damages resulting from Landlord's failure to deliver possession of the Premises on any fixed date for any reason whatsoever. No such failure shall affect the validity of this Lease or the obligations of Tenant hereunder, be construed to extend the Lease Term or give rise to any claim by Tenant for damages or for rescission of this Lease. If Landlord is prevented from delivering possession of the Premises to Tenant due to the holding over in possession of the Premises by a tenant or other occupant thereof, Landlord shall use all commercially reasonable efforts to regain possession of the Premises in order to deliver the same to Tenant. If the Lease Term is to be determined pursuant to Section 1.K. (1) hereof, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant, in which event the Termination Date shall correspondingly be postponed on a per diem basis. Notwithstanding the foregoing, Tenant shall have the right (the "CANCELLATION RIGHT") to cancel this Lease in the event that the Premises has not been delivered to Tenant on or before December 31, 2000; provided, however, that the Cancellation Right must be exercised, if at all, by Tenant giving Landlord written notice no later that five (5) days after the Cancellation Right first becomes exercisable. C. If Tenant takes possession of the Premises prior to the Commencement Date, such possession shall be subject to all the terms and conditions of the Lease. Notwithstanding the foregoing, if Tenant, with Landlord's prior approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the cost of any services (e.g. electricity, HVAC, freight elevators) that are provided to Tenant or the Premises during the period of Tenant's possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date, whether for construction, fixturing or any other purpose, without the prior consent of Landlord. 4

4. USE. The Premises shall be used for the Permitted Use and for no other purpose. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal, dangerous to life, limb or property or which, in Landlord's reasonable judgement, creates a nuisance or which would increase the cost of insurance coverage with respect to the Building above that of similar Manhattan office buildings. Tenant will conduct its business and control its agents, servants, employees, customers, licensees, and invitees in such a manner as not to interfere with, annoy or disturb other tenants or Landlord in the management of the Building and the Property. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the use, condition, configuration or occupancy of the Premises by Tenant, provided such compliance does not require structural alterations to the Premises. Tenant, within ten (10) days after the receipt thereof, shall provide Landlord with copies of any notices it receives with respect to a violation or alleged violation of any such laws, ordinances, orders, rules and regulations. Tenant, at its expense, will comply with the rules and regulations of the Building attached hereto as EXHIBIT B and such other rules and regulations reasonably adopted and altered by Landlord from time-to-time (the "Rules and Regulations") and will cause all of its agents, employees, invitees and visitors to do so. All such changes to rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing. All Rules and Regulations shall be enforced in a non-discriminatory fashion. In the event of a conflict between the Rules and Regulations and the Lease, the provisions of the Lease shall govern. 5. BASE RENT. A. Tenant covenants and agrees to pay to Landlord during the Lease Term, without any setoff or deduction except as otherwise expressly provided herein, the full amount of all Base Rent and Additional Rent due hereunder and the full amount of all such other sums of money as shall become due under this Lease (including, without limitation, any charges for replacement of electric lamps and ballasts and any other services, goods or materials furnished by Landlord at Tenant's request), all of which hereinafter may be collectively called "RENT." The Base Rent and Additional Rent for each calendar year or portion thereof during the Lease Term, shall be due and payable in advance in monthly installments of the first day of each calendar month during the Lease Term and any extensions or renewals hereof, and Tenant hereby agrees to pay such Base Rent and Additional Rent to Landlord within ten (10) days after demand. If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rent and Additional Rent for such month or months shall be prorated, based on the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct installment of Rent due under this Lease shall be deemed to be other than a payment on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other available remedy. The acceptance by Landlord of an installment of Rent on a date after the due date of such payment shall not be construed to be a waiver of Landlord's right to declare a default for any other late payment. All amounts received by Landlord from Tenant hereunder shall be applied first to the earliest accrued and unpaid Rent then outstanding. Tenant's covenant to pay Rent shall be independent of every other covenant set forth in this Lease. Provided that Tenant is not in default hereunder, Tenant shall not be obligated to pay Base Rent for the first one (1) month and two (2) weeks of the Lease Term (the commencement of which may be delayed pursuant to the final sentence of Section 3.B.), or the first (1st) month of the second (2nd) Lease Year. B. To the extent allowed by law, all installments of Rent not paid when due shall bear interest at the Default Rate from the date which is five (5) days after the date when due until paid. In addition, if Tenant fails to pay any installment of Base Rent and Additional Rent or any other item of Rent for five (5) days after the date when due and payable hereunder, a "LATE CHARGE" equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord. 5

C. The Additional Rent payable hereunder shall be adjusted from time-to-time in accordance with the provisions of EXHIBIT C attached hereto and incorporated herein for all purposes. 6. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease including but not limited to those set forth in Section 10 hereof, it being expressly understood that the Security Deposit shall not be considered an advance payment of Rent or a measure of Tenant's liability for damages in case of default by Tenant. Landlord shall have no fiduciary responsibilities or trust obligations whatsoever with regard to the Security Deposit and shall not assume the duties of a trustee for the Security Deposit. Landlord may, from time-to-time, without prejudice to any other remedy and without waiving such default, use the Security Deposit to the extent necessary to cure or attempt to cure, in whole or in part, any default of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default in the payment of Rent or Additional Rent and has surrendered possession of the Premises in the manner required by the terms of this Lease at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant within thirty (30) days thereafter. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord shall assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit. After such transfer, Tenant agrees to look solely to such transferee or assignee or successor thereof for the return of the Security Deposit. Landlord and its successors and assigns shall not be bound by any actual or attempted assignment or encumbrance of the Security Deposit by Tenant. Landlord shall not be required to keep the Security Deposit separate from its other security accounts. Provided in each instance that Tenant is not in default hereunder, the Security Deposit shall be reduced to (a) $488,261.25 at any time after the second Lease Year, provided that Tenant provides Landlord with evidence acceptable to Landlord in its sole discretion, based on Tenant's audited financial statements, that Tenant has had four (4) consecutive quarters of positive net revenue profits, and (b) $325,507.50, provided that Tenant provides Landlord with evidence acceptable to Landlord in its sole discretion, based on Tenant's audited financial statements, that Tenant has had eight (8) consecutive quarters of positive net revenue profits. The Security Deposit shall be held by Landlord in an interest bearing account and, provided that Tenant is not then in default hereunder beyond the expiration of applicable grace periods hereunder, the interest accrued thereon less 1% for Landlord's administrative costs and expenses shall be paid annually to Tenant within thirty (30) days after the last of each Lease Year during the term hereof. Landlord shall have no liability with respect to the results of its investment of the Security Deposit other than for its gross negligence or willful misconduct with respect thereto. Anything in this Section 6 to the contrary notwithstanding, Tenant may, at its option and expense, satisfy the requirement of delivery of the Security Deposit by the delivery to Landlord of an unconditional and irrevocable letter of credit ("LETTER OF CREDIT") in the amount of the Security Deposit. The Letter of Credit shall be issued by a bank reasonably satisfactory to Landlord and located in New York, New York. Tenant shall ensure that at all times after the execution and delivery of this Lease until sixty (60) days after the Termination Date, as the same may be extended, an unexpired Letter of Credit in the applicable amount as set forth above shall be in the possession of Landlord. The Letter of Credit shall contain a so-called "evergreen" clause providing that the Letter of Credit shall not be canceled unless the issuing bank delivers sixty (60) days' prior written notice to Landlord. Tenant shall deliver to Landlord, no later than thirty (30) days prior to the expiry date of the then outstanding and expiring Letter of Credit (a) a replacement Letter of Credit or (b) cash in the amount then required as the Security Deposit. Landlord shall be entitled to draw on the Letter of Credit (i) if Tenant fails to deliver any replacement Letter of Credit or pay the amount of the Security Deposit in cash as required, in which event Landlord shall be permitted to retain the entire proceeds of such Letter of Credit for application as the Security Deposit hereunder, (ii) to cure or attempt to cure, in whole or in part, any default by Tenant under this Lease, in which event Tenant shall replenish the amount so drawn upon demand by Landlord, and (iii) if the credit rating of the long-term debt of the issuer of the Letter of Credit (according to Moody's or similar national rating agency) is downgraded to a grade below investment rate), or if the issuer of the Letter of Credit shall enter into any supervisory agreement with any governmental authority, or if the issuer of the Letter of Credit shall fail to meet any capital requirements imposed by applicable law, unless Tenant delivers to Landlord a replacement Letter of Credit complying with the terms of this Lease or cash in the amount required as the Security Deposit within ten (10) days after demand therefor from Landlord. Failure by the issuer to honor a draw request on the Letter of Credit shall be a 6

default under the terms of this Lease entitling Landlord to exercise its remedies hereunder. Each Letter of Credit shall be for the benefit of Landlord and its successors and assigns and shall entitle Landlord or its successors or assigns to draw from time to time under the Letter of Credit in portions or in whole upon presentation of a sight draft and statement by Landlord that Landlord is entitled to draw thereunder pursuant to the terms and provisions of this Lease. Landlord shall have an unrestricted right to transfer the Letter of Credit at anytime and to any successor to Landlord. Tenant shall pay any transfer commission (fee) and all other costs (hereinafter collectively referred to as the "TRANSFER FEE") which may be imposed by the bank issuing the Letter of Credit for the transfer of the Letter of Credit by Landlord. The Tenant's failure to pay the Transfer Fee shall constitute a default of this Lease, and Landlord shall have the right to pursue any and all remedies provided Landlord under this Lease, in equity and at law. 7. SERVICES TO BE FURNISHED BY LANDLORD. A. Landlord agrees to furnish Tenant the following services: 1. Hot and cold water for use in the lavatories on the floor(s) on which the Premises is located. If Tenant desires water in the Premises for any approved reason, including a private lavatory or kitchen, cold water shall be supplied, at Tenant's sole cost and expense, from the Building water main through a line and fixtures installed at Tenant's sole cost and expense with the prior reasonable consent of Landlord. If Tenant desires hot water in the Premises, Tenant, at its sole cost and expense and subject to the prior reasonable consent of Landlord, may install a hot water heater in the Premises. Tenant shall be solely responsible for the maintenance and repair of any such water heater. 2. Central heat and air conditioning in season during Normal Business Hours, at such temperatures and in such amounts as are considered by Landlord, in its reasonable judgment, to be standard for buildings of similar class, size, age and location, or as required by governmental authority. In the event that Tenant requires central heat, ventilation or air conditioning service at times other than Normal Business Hours, such additional service shall be furnished only upon the written request of Tenant delivered to Landlord prior to 3:00 p.m. at least one Business Day in advance of the date for which such usage is requested. Tenant shall bear the entire cost of additional service as such costs are reasonably determined by Landlord from time-to-time, as Additional Rent upon presentation of a statement therefor by Landlord at the rates charged to other tenants; as of the date of this Lease, such charges are $375 per hour. All additional heating, ventilating and air conditioning required (if any) to accommodate Tenant's design shall be installed at the Tenant's expense subject to Landlord's prior written approval. The cost of operation and maintenance of the equipment shall be the responsibility of Tenant and paid to Landlord as Additional Rent. 3. Maintenance and repair of all Common Areas in the manner and to the extent reasonably deemed by Landlord to be standard for buildings of similar class, age and location. 4. Janitorial and cleaning service in and about the Premises (including, without limitation, the bathrooms in the Premises) on Business Days in accordance with the specifications attached hereto as Exhibit G; provided, however, if Tenant's floor covering or other improvements require special treatment, Tenant shall pay the additional cleaning cost attributable thereto as Additional Rent upon presentation of a statement therefor by Landlord. Tenant shall not provide or use any other janitorial or cleaning services without Landlord's consent, and then only subject to the supervision of Landlord and at Tenant's sole cost and responsibility and by a janitor, cleaning contractor or employees at all times 7

reasonably satisfactory to Landlord which approval shall not be unreasonably withheld or delayed. 5. Electricity to the Premises for general office use, in accordance with and subject to the terms and conditions of Section 11 of this Lease. 6. Fluorescent and incandescent bulb and ballast replacement in the Common Areas and Service Areas, but Tenant shall be responsible at its sole cost and expense for fluorescent bulb replacement in the Premises as necessary to maintain the lighting at building standard as established by Landlord. 7. Passenger elevator service in common with Landlord and other persons and freight elevator service in common with the Landlord and other persons during Normal Business Hours. Landlord, however, shall provide limited passenger elevator service daily at all times when normal passenger elevator service is not provided. 8. Subject to the terms of this Lease, Tenant shall be entitled access to the Premises 365 days per year, 7 days per week and 24 hours per day. Access control to the Building during other than Normal Business Hours shall be provided in such form as Landlord reasonably deems appropriate. Tenant shall have access to the Building by means of card keys after Normal Business Hours. Tenant shall cooperate fully in Landlord's efforts to maintain access control to the Building and shall follow all regulations reasonably promulgated by Landlord with respect thereto. Notwithstanding anything herein to the contrary Tenant expressly acknowledges and agrees that Landlord is not warranting the efficacy of any access personnel, service, procedures or equipment and that Tenant is not relying and shall not hereafter rely on any such personnel service, procedures or equipment. Landlord shall not be responsible or liable in any manner for failure of any access personnel, services, procedures or equipment to prevent, control, or apprehend anyone suspected of causing personal injury or damage in, on or around the Project. 9. Landlord shall, at its expense, provide life safety service through the Building's Class E System to the points of connection on the floor of the Premises which shall provide such service to the Premises. Landlord shall provide Tenant with sufficient capability to connect Tenant's strobes, speakers and other related life safety equipment to the Building's Class E System as required for Tenant to comply with law. B. If Tenant requests any other utilities or building services in addition to those identified above, or any of the above utilities or building services in frequency, scope, quality or quantities substantially greater than the standards set by Landlord for the Building, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such additional utilities or building services. Landlord may impose a reasonable charge for such additional utilities or building services, which shall be paid monthly by Tenant as Additional Rent on the same day that the monthly installment of Base Rent is due. C. Except as otherwise expressly provided herein, the failure by Landlord to any extent to furnish, or the interruption or termination of these defined services in whole or in part, resulting from adherence to laws, regulations and administrative orders, wear, use, repairs, improvements alterations or any causes beyond the reasonable control of Landlord shall not render Landlord liable in any respect, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Landlord shall use reasonable diligence to repair such equipment or machinery. 8

8. LEASEHOLD IMPROVEMENTS/TENANT'S PROPERTY. All fixtures, equipment, improvements and appurtenances attached to, or built into, the Premises at the commencement of or during the Lease Term, whether or not by, or at the expense of, Tenant ("LEASEHOLD IMPROVEMENTS"), shall be and remain a part of the Premises; shall be the property of Landlord; and shall not be removed by Tenant except as expressly provided herein. All unattached and moveable partitions, trade fixtures, moveable equipment or furniture located in the Premises and acquired by or for the account of Tenant, without expense to Landlord, which can be removed without structural damage to the Building or Premises, and all personalty brought into the Premises by Tenant ("TENANT'S PROPERTY") shall be owned and insured by Tenant. Landlord may, nonetheless, at any time prior to, or within one (1) month after, the expiration or earlier termination of this Lease or Tenant's right to possession, require Tenant upon ninety (90) days' prior notice to remove any Uncommon Improvements performed by or for the benefit of Tenant and all electronic, phone and data cabling as are designated by Landlord (the "REQUIRED REMOVABLES") at Tenant's sole cost. In the event that Landlord so elects, Tenant shall remove such Required Removables within thirty (30) days after notice from Landlord, provided that in no event shall Tenant be required to remove such Required Removables prior to the expiration or earlier termination of this Lease or Tenant's right to possession. In addition to Tenant's obligation to remove the Required Removables, Tenant shall repair any damage caused by such removal and perform such other work as is reasonably necessary to restore the Premises. If Tenant fails to remove any specified Required Removables or to perform any required repairs and restoration within the time period specified above, Landlord, at Tenant's sole cost and expense, may remove the Required Removables (and repair any damage occasioned thereby) and dispose thereof or deliver the Required Removables to any other place of business of Tenant, or warehouse the same, and Tenant shall pay the reasonable cost of such removal, repair, delivery, or warehousing of the Required Removables within five (5) days after demand from Landlord. Notwithstanding the foregoing, Tenant may request in writing at the time it submits its plans and specifications for an alteration, addition or improvement, that Landlord advise Tenant whether Landlord will require Tenant to remove, at the termination of this Lease or the termination of Tenant's right to possession hereunder, such alteration, addition or improvement, or any particular portion thereof; and Landlord shall advise Tenant within twenty (20) days after receipt of Tenant's request as to whether Landlord will require removal of such alteration, addition or improvement. 9. SIGNAGE. Landlord shall provide and install, at Tenant's cost, all letters or numerals on the exterior of the Premises; all such letters and numerals shall be in the standard graphics for the Building and no others shall be used or permitted on the Premises without Landlord's prior written consent. In addition, Landlord will list Tenant's name and those of its permitted subtenants or assignees in the Building's directory, if any, located in the lobby of the Building. Tenant shall be entitled to use its proportionate share of spaces in the Building's directory located in the lobby of the Building to identify Tenant's name and the names of Tenant's employees. Landlord shall make such subsequent additions and deletions as Tenant requests in and to the initial listing after the Commencement Date, provided Tenant shall pay Landlord Landlord's reasonable charge for such additions and deletions. Tenant shall have the right to install, at Tenant's cost, its own signage and logo on the floor of the Building where the Premises is located, which signage (and the placement thereof) shall be subject to Landlord's reasonable approval. 10. REPAIRS AND ALTERATIONS BY TENANT. A. Except to the extent such obligations are imposed upon Landlord hereunder, Tenant shall, at its sole cost and expense, maintain the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear excepted. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and attractive condition at all times. Tenant shall be responsible for all repairs replacements and alterations in and to the Premises, Building and Property and the facilities and systems thereof, the need for which arises out of (1) Tenant's particular use or occupancy of the Premises (provided such repairs, replacements and alterations do not require structural alterations to the Premises), (2) the installation, removal, use or operation of Tenant's Property (as defined in Section 8. above), (3) the moving of Tenant's Property into or out of the Building, or (4) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees. All such repairs, replacements or alterations shall be performed in accordance with Section 10.B. below and the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. If 9

Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to perform such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion, then Landlord may, at is option, make such repairs, and Tenant shall pay the reasonable cost thereof to Landlord upon ten (10) days' prior notice as Additional Rent, together with an administration charge in an amount equal to ten percent (10%) of the cost of such repairs. Landlord shall, at its expense keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance upon: (a) all structural elements of the Building; and (b) all mechanical, electrical and plumbing systems that serve the Building in general or portions of the Building outside of the Premises; and (c) the Building facilities common to all tenants including but not limited to, the ceilings, walls and floors in the Common Areas. B. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises, without first obtaining the written consent of Landlord in each such instance, which consent may be refused or given on such conditions as Landlord may elect. Landlord agrees not to withhold or delay its consent unreasonably to any alterations, additions or improvements by Tenant which (i) do not affect base building systems or the structure of the Building, (ii) are not visible from the outside the Premises, and (iii) which would not materially detract from the aesthetic integrity of the Building or its design. Landlord shall not be deemed to have acted unreasonably if it withholds its consent because, in Landlord's opinion, such work: could affect the safety of the Building or its occupants; would increase Landlord's cost of repairs, insurance or furnishing services or otherwise adversely Landlord's ability to efficiently operate the Building or furnish services to Tenant or other tenants; involves toxic or hazardous materials; could be costly or hazardous to remove or demolish; requires entry into another tenant's premises or use of public areas; or is prohibited by any mortgage on the Building. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar or dissimilar to the foregoing. Specific consent from Landlord shall not be required for work not costing more than $20,000 for each project and consisting solely of painting, wall covering and carpeting or similar decorating work or furnishings (so long as such work does not involve hazardous materials, and does not fall within category (i) or (ii) above) and Tenant may perform such work, so long as Tenant informs Landlord in reasonable detail of the nature of the work, and otherwise complies with the provisions of this Section 10. Prior to commencing any such work and as a condition to obtaining Landlord's consent, Tenant must furnish Landlord with plans and specifications acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor's and subcontractor's insurance in accordance with Section 15 hereof; and a payment bond or other security, all in form and amount satisfactory to Landlord. Tenant shall be responsible for insuring that all such persons procure and maintain insurance coverage against such risks, in such amounts and with such companies as Landlord may reasonably require, including, but not limited to, Builder's Risk and Worker's Compensation insurance. All such improvements, alterations or additions shall be constructed in a good and workerlike manner using Building Standard materials or other new materials of equal or greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Building, shall have the right to reasonably designate the time when any such alterations, additions and improvements may be performed and to otherwise designate reasonable rules, regulations and procedures for the performance of work in the Building. Upon completion, Tenant shall furnish "as-built" plans, contractor's affidavits and full and final waivers of lien and receipted bills covering all labor and materials. All improvements, alterations and additions shall comply with the insurance requirements, codes, ordinances, laws and regulations, including without limitation, the Americans with Disabilities Act. Tenant shall reimburse Landlord upon ten (10) days' prior notice for all reasonable sums, if any, expended by Landlord for third party examination of the architectural, mechanical, electrical and plumbing plans for any alterations, additions or improvements. In addition, if Landlord so requests, Landlord shall be entitled to oversee the construction of any alterations, additions or improvements that may affect the structure of the Building or any of the mechanical, electrical, plumbing or life safety systems of the Building. In the event Landlord elects to oversee such work, Landlord shall be entitled to receive 10

a fee for such oversight in an amount equal to ten percent (10%) of the portion of the cost of such alterations, additions or improvements which needs to be so overseen. Landlord's approval of Tenant's plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the alterations, additions and improvements constructed in accordance with such plans and specifications will be adequate for Tenant's use. 11. USE OF ELECTRICAL SERVICES BY TENANT. A. All electricity used by Tenant in the Premises shall be paid for by Tenant through inclusion in Base Rent of an amount equal to $3.00 per rentable square foot of the Premises per annum (the "ELECTRIC INCLUSION AMOUNT"). Landlord shall have the right at any time and from time-to-time during the Lease Term to contract for electricity service from such providers of such services as Landlord shall elect (each being an "ELECTRIC SERVICE PROVIDER"). Tenant shall cooperate with Landlord, and the applicable Electric Service Provider, at all times and, as reasonably necessary, shall allow Landlord and such Electric Service Provider reasonable access to the Building's electric lines, feeders, risers, wiring, and any other machinery within the Premises. Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider is no longer available or suitable for Tenant's requirements unless caused by Landlord's gross negligence, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease. Tenant shall be responsible for providing all light bulbs to the Premises at Tenant's sole cost and expense. B. Tenant's use of electrical services furnished by Landlord shall not exceed in voltage, rated capacity, or overall load that which is standard for the Building. In the event Tenant shall request that it be allowed to consume electrical services in excess of the available capacity, Landlord may refuse to consent to such usage or may consent upon such conditions as Landlord reasonably elects (including the installation of utility service upgrades, submeters, air handlers or cooling units), and all such additional usage (to the extent permitted by law), installation and maintenance thereof shall be paid for by Tenant as Additional Rent. Landlord, at any time during the Lease Term, shall have the right to measure Tenant's electrical usage by survey or any other method that Landlord, in its reasonable judgment, deems appropriate and, if the results of such survey or other method indicate that Tenant's electrical consumption exceeds the Building Standard, Landlord shall equitably increase the Electric Inclusion Amount to compensate Landlord for such additional usage by Tenant based on the results of such survey or other method. In the event Tenant disputes the results of Landlord's survey, Landlord shall appoint an engineer reasonably acceptable to Tenant to review such survey and resolve the dispute. The engineer's determination shall be binding on Landlord and Tenant, and Tenant shall be responsible for such engineer's fees. 12. ENTRY BY LANDLORD. Tenant shall permit Landlord or its agents or representatives to enter into and upon any part of the Premises to inspect the same, or to show the Premises to prospective purchasers, mortgagees, tenants (during the last (12) twelve months of the Lease Term or earlier in connection with a potential relocation) or insurers, or to clean or make repairs, alterations, or additions thereto, including any work that Landlord deems necessary for the safety, protection or preservation of the Building or any occupants thereof, or to facilitate repairs, alterations or additions to the Building or any other tenant's premises. Except for any entry by Landlord in an emergency situation or to provide normal cleaning and janitorial service, Landlord shall provide Tenant with reasonable prior notice of any entry into the Premises, which notice may be given verbally and such entry shall be during Normal Business Hours (except in the event of an emergency). Landlord shall have the right to temporarily close the Premises or the Building to perform repairs, alterations or additions in the Premises or the Building, provided that 11

Landlord shall use reasonable efforts to perform all such work on weekends and after Normal Business Hours and to otherwise minimize interference with the operation of Tenant's business in the Premises. Entry by Landlord hereunder shall not constitute a constructive eviction or entitle Tenant to any abatement or reduction of Rent by reason thereof. 13. ASSIGNMENT AND SUBLETTING. A. Except in connection with a Permitted Transfer (defined in Section 13.E. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a "TRANSFER") without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, it is agreed that Landlord's consent shall not be considered unreasonably withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee's business is not suitable for the Building considering the business of the other tenants and the Building's prestige, or would result in a violation of another tenant's rights; (3) the proposed transferee is a governmental agency or occupant of the Building; (4) Tenant is in default beyond any applicable notice and cure period; (5) any portion of the Building or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer; (6) the proposed transferee, or any person or entity who directly or indirectly, controls, or is controlled by, or is under common control with, the proposed transferee, is an occupant of any part of the Building at the time Tenant requests such consent if Landlord has comparable space for lease in the Building for a comparable term; (7) the proposed transferee has negotiated with Landlord to lease space in the Building within five (5) months prior to the time Tenant requests such consent if Landlord has comparable space for lease in the Building for a comparable term; or (8) Tenant has advertised such space without obtaining Landlord's prior consent (which may be withheld in Landlord's sole discretion) to the form and substance of such advertisement. Notwithstanding the foregoing, Tenant shall designate Landlord's exclusive leasing agent (the "AGENT") as Tenant's exclusive agent for a period of forty-five (45) days to effect any such Transfer, and upon the execution of any surrender, sublease or assignment, Tenant shall pay the Agent a commission at the Agent's then current commission rates. Any attempted Transfer in violation of this Section 13, shall, exercisable in Landlord's sole and absolute discretion, be voidable. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord's rights to approve any subsequent Transfer(s). IN NO EVENT SHALL ANY TRANSFER OR PERMITTED TRANSFER RELEASE OR RELIEVE TENANT FROM ANY OBLIGATION UNDER THIS LEASE OR ANY LIABILITY HEREUNDER. B. If Tenant requests Landlord's consent to a Transfer, Tenant shall submit to Landlord financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other information as Landlord may reasonably request. Landlord shall within thirty (30) days after Landlord's receipt of the required information and documentation either: (1) consent or reasonably refuse consent to the Transfer in writing; (2) in the event of a proposed assignment of this Lease or a proposed sublease of the entire Premises for the entire remaining term of this Lease (for purposes of this Section 13.B., "the entire Premises" shall mean eighty percent (80%) or more of the Premises and "the entire remaining term" shall mean a term which extends beyond the final twelve (12) months of the Lease Term), terminate this Lease effective the date that the proposed Transfer would have come into effect. If Landlord shall fail to notify Tenant in writing of its decision within such thirty (30) days period after the later of the date Landlord is notified in writing of the proposed Transfer or the date Landlord has received all required information concerning the proposed transferee and the proposed Transfer, Landlord shall be deemed to have consented to such Transfer, and to have elected to keep this Lease in full force and effect. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any requested Transfer (but not in connection with a Permitted Transfer). In addition, Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including without limitation reasonable attorney's fees) incurred by Landlord in connection with Landlord's review of such requested Transfer or Permitted Transfer. 12

C. Other than in the case of a Permitted Transfer, Tenant shall pay to Landlord fifty percent (50%) of all cash and other consideration which Tenant receives as a result of a Transfer that is in excess of the rent payable to Landlord hereunder for the portion of the Premises and Term covered by the Transfer within twenty (20) days following receipt thereof by Tenant less expenses incurred by Tenant for advertising, commissions, attorneys' fees, construction and free rent. If Tenant is in Monetary Default (defined in Section 22 below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against rent in the amount of any payments received (less Landlord's share of any excess). D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership or similar entity, and the entity which owns or controls a majority of the voting shares/rights at the time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least fifty percent (50%) of its voting stock is owned by another entity, the voting stock of which is so listed. E. Tenant may assign its entire interest under this Lease or sublet all or a portion of the Premises to any entity controlling or controlled by or under common control with Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as "PERMITTED TRANSFER") without the consent of Landlord, provided: (1) Tenant is not in default under this Lease beyond applicable notice and cure periods; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant's business or, if such proposed transferee shall acquire all or substantially all of the stock or assets of Tenant's business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (3) such proposed transferee shall have a net worth which is at least equal to the Tenant's net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to Landlord's reasonable satisfaction; (4) such proposed transferee operates their business in the Premises for the Permitted Use and no other purpose; and (5) Tenant shall give Landlord written notice at least fifteen (15) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization. F. Tenant agrees that in the event Landlord withholds its consent to any Transfer contrary to the provisions of this Section 13, Tenant's sole remedy shall be to seek an injunction in equity or compel performance by Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. G. In the event that Tenant desires to enter into one (1) sublease for up to 5,000 rentable square feet of the Premises during the first two (2) years of the Term (an "EXPEDITED SUBLEASE"), the following shall apply: (1) Tenant shall submit to Landlord a copy of the proposed business terms of the proposed sublease, in lieu of a complete copy of the proposed sublease as required pursuant to the first sentence of Section 13.B.; (2) Landlord shall grant or deny its consent to the proposed sublease within fifteen (15) Business Days instead of the thirty (30) days required in the second sentence of Section 13.B; and (3) Tenant shall reimburse Landlord for its actual, out of pocket costs instead of the $1,000 review fee referenced in the penultimate sentence of Section 13.B. Notwithstanding the foregoing, all of the other provisions of this Section 13 not specifically modified above shall apply to such Expedited Sublease. 14. MECHANIC'S LIENS. Tenant will not permit any mechanic's liens or other liens to be placed upon the Premises, the Building, or the Property and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises, the Building, or the Property or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any 13

mechanic's or other liens against the Premises, the Building, or the Property. In the event any such lien is attached to the Premises, the Building, or the Property, then, in addition to any other right or remedy of Landlord, Landlord may, upon twenty (20) days' notice to Tenant, but shall not be obligated to, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes including, but not limited to, reasonable attorneys' fees, shall be paid by Tenant to Landlord promptly on demand as Additional Rent. Tenant shall within ten (10) Business Days of receiving such notice of lien or claim (a) have such lien or claim released or (b) deliver to Landlord a bond in form, content, amount and issued by surety, reasonably satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnities against all costs and liabilities resulting from such lien or claim and the foreclosure or attempted foreclosure thereof. Tenant's failure to comply with the provisions of the foregoing sentence shall be deemed an Event of Default under Section 22 hereof entitling Landlord to exercise all of its remedies therefor without the requirement of any additional notice or cure period. 15. INSURANCE. A. Landlord shall maintain such insurance on the Building and the Premises (other than on Tenant's Property or any additional improvements constructed in the Premises by Tenant), and such liability insurance in such amounts as Landlord elects provided the same is not less than that maintained by prudent landlords of similar buildings. Payments for losses under such insurance shall be made solely to Landlord or the mortgagees of Landlord as their interests shall appear. B. Tenant shall maintain at its expense, (1) in an amount equal to full replacement cost, special form (formerly known as all risk) property insurance on all of its personal property, including removable trade fixtures and leasehold and tenant improvements, and Tenant's Property located in the Premises and in such additional amounts as are required to meet Tenant's obligations pursuant to Section 18 hereof and with deductibles in an amount reasonably satisfactory to Landlord, and (ii) a policy or policies of commercial general liability insurance (including endorsement or separate policy for owned or non-owned automobile liability) with respect to its activities in the Building and on the Property, with the premiums thereon fully paid on or before the due date, in an amount of not less than $2,000,000 per occurrence per person coverage for bodily injury, property damage, personal injury or combination thereof (the term "personal injury" as used herein means, without limitation, false arrest, detention or imprisonment, malicious prosecution, wrongful entry, liable and slander), provided that if only single limit coverage is available it shall be for at least $2,000,000 per occurrence with an umbrella policy of at least $5,000,000 combined single limit per occurrence. Tenant's insurance policies shall name Landlord and Building Manager as additional insureds and shall include coverage for the contractual liability of Tenant to indemnify Landlord and Building Manager pursuant to Section 16 of this Lease and shall have deductibles in an amount reasonably satisfactory to Landlord. Prior to Tenant's taking possession of the Premises, Tenant shall furnish evidence reasonably satisfactory to Landlord of the maintenance and timely renewal of such insurance, and Tenant shall obtain and deliver to Landlord a written obligation on the part of each insurer to notify Landlord at least thirty (30) days prior to the modification, cancellation or expiration of such insurance policies. In the event Tenant shall not have delivered to Landlord a policy or certificate evidencing such insurance at least thirty (30) days prior to the expiration date of each expiring policy, Landlord shall notify Tenant and if Tenant does not provide evidence of coverage within ten (10) days thereafter, Landlord may obtain such insurance as Landlord may reasonably require to protect Landlord's interest (which obtaining of insurance shall not be deemed to be a waiver of Tenant's default hereunder). The cost to Landlord of obtaining such policies, plus an administrative fee in the amount of six percent (6%) of the cost of such policies shall be paid by Tenant to Landlord as Additional Rent upon demand. C. The insurance requirements set forth in this Section 15 are independent of the waiver, indemnification, and other obligations under this Lease and will not be construed or interpreted in any way to restrict, limit or modify the waiver, indemnification and other obligations or to in any way limit any party's liability under this Lease. In addition to the requirements set forth in Sections 15 and 16 hereof, the insurance required of Tenant under this Lease must be issued by an 14

insurance company with a rating of no less than B+ in the current Best's Insurance Guide, or A- in the current Standard & Poor Insurance Solvency Review, or in that is otherwise acceptable to Landlord, and admitted to engage in the business of insurance in the state in which the Building is located; be primary insurance for all claims under it and provide that any insurance carried by Landlord and Landlord's lenders is strictly excess, secondary and noncontributing with any insurance carried by Tenant; and provide that insurance may not be cancelled, nonrenewed or the subject of material change in coverage of available limits of coverage, except upon thirty (30) days prior written notice to Landlord and Landlord's lenders (whose names and addresses have been provided to Tenant). Tenant will deliver either a duplicate original or a legally enforceable certificate of insurance on all policies procured by Tenant in compliance with Tenant's obligations under this Lease, together with evidence reasonably satisfactory to Landlord of the payment of the premiums therefor, to Landlord on or before the date Tenant first occupies any portion of the Premises, at least thirty (30) days before the expiration date of any policy and upon the renewal of any policy. Landlord must give its prior written approval to all deductibles and selfinsured retentions under Tenant's policies. Tenant may comply with its insurance coverage requirements through a blanket policy, provided Tenant, at Tenant's sole expense, procures a "per location" endorsement, or equivalent reasonably acceptable to Landlord, so that the general aggregate and other limits apply separately and specifically to the Premises. D. If Tenant's business operations, conduct or use of the Premises or any other part of the Property causes an increase in the premium for any insurance policy carried by Landlord, Tenant will, within twenty (20) days after receipt of notice from Landlord, reimburse Landlord for the entire increase. E. Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any personal injury or loss or damage to any of the property of Landlord or Tenant, as the case may be, with respect to their respective property, the Building, the Property or the Premises or any addition or improvements thereto, or any contents therein, to the extent covered by insurance carried or required to be carried by a party hereto even though such loss might have been occasioned by the negligence or willful acts or omissions of the Landlord or Tenant or their respective employees, agents, contractors or invitees. Since this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give each insurance company which has issued, or on the future may issue, policies of insurance, with respect to the items covered by this waiver, written notice of the terms of this mutual waiver, and to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible relates. In the event that Tenant is permitted to and self-insures any risk for which insurance is required to be carried under this Lease, or if Tenant fails to carry any insurance required to be carried by Tenant pursuant to this Lease, then all loss or damage to Tenant, its leasehold interest, its business, its property, the Premises or any additions or improvements thereto or contents thereof shall be deemed covered by and recoverable by Tenant under valid and collectible policies of insurance. Notwithstanding anything to the contrary herein, Landlord shall not be liable to the Tenant or any insurance company (by way of subrogation or otherwise) insuring the Tenant for any loss or damage to any property, or bodily injury or personal injury or any resulting loss of income or losses from worker's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of Landlord, its agents or employees, or Building Manager, if any such loss or damage was required to be covered by insurance pursuant to this Lease. 16. INDEMNITY. To the extent not expressly prohibited by law, neither Landlord nor Building Manager nor any of their respective officers, directors, employees, members, managers, or agents shall be liable to Tenant, or to Tenant's agents, servants, employees, customers, licensees, or invitees for any injury to person or damage to property caused by any act, omission, or neglect of Tenant, its agents, servants, 15

employees, customers, invitees, licensees or by any other person entering the Building or upon the Property under the invitation of Tenant or arising out of the use of the Property, Building or Premises by Tenant and the conduct of its business or out of a default by Tenant in the performance of its obligations hereunder. Tenant hereby indemnifies and holds Landlord and Building Manager and their respective officers, directors, employees, members, managers and agents ("INDEMNITEES"), harmless from all liability and claims for any property damage, or bodily injury or death of, or personal injury to, a person in or on the Premises, or at any other place, including the Property or the Building and this indemnity shall be enforceable to the full extent whether or not such liability and claims are the result of the sole, joint or concurrent acts, negligent or intentional, or otherwise, of Tenant, or its employees, agents, servants, customers, invitees or licensees. Such indemnity for the benefit of Indemnitees shall be enforceable even if Indemnitees, or any one or more of them have or has caused or participated in causing such liability and claims by their joint or concurrent acts, negligent or intentional, or otherwise. Notwithstanding the terms of this Lease to the contrary, the terms of this Section shall survive the expiration or earlier termination of this Lease. 17. DAMAGES FROM CERTAIN CAUSES. To the extent not expressly prohibited by law, Landlord shall not be liable to Tenant or Tenant's employees, contractors, agents, invitees or customers, for any injury to person or damage to property sustained by Tenant or any such party or any other person claiming through Tenant resulting from any accident or occurrence in the Premises or any other portion of the Building caused by the Premises or any other portion of the Building becoming out of repair or by defect in or failure of equipment, pipes, or wiring, or by broken glass, or by the backing up of drains, or by gas, water, steam, electricity, or oil leaking, escaping or flowing into the Premises (except where due to Landlord's willful failure to make repairs required to be made pursuant to other provisions of this Lease, after the expiration of a reasonable time after written notice to Landlord of the need for such repairs), nor shall Landlord be liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Building or of any other persons whomsoever, including, but not limited to riot, strike, insurrection, war, court order, requisition, order of any governmental body or authority, acts of God, fire or theft. 18. CASUALTY DAMAGE. If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged that substantial alteration or reconstruction of the Building shall, in Landlord's sole opinion, be required (whether or not the Premises shall have been damaged by such casualty) or in the event there is less than two (2) years of the Lease Term remaining or in the event Landlord's mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within ninety (90) days after the date of such casualty. If Landlord does not thus elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement attached hereto as EXHIBIT D (except that Landlord shall not be responsible for delays not within the control of Landlord) to substantially the same condition in which it was immediately prior to the happening of the casualty. Notwithstanding the foregoing, Landlord's obligation to restore the Building, and the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by the Landlord as a result of the casualty and Landlord's obligation to restore shall be further limited so that Landlord shall not be required to expend for the repair and restoration of the improvements located within the Premises, if any, for which Landlord had financial responsibility pursuant to the Work Letter Agreement, more than the dollar amount of the Allowance, if any, described in the Work Letter Agreement. When the repairs described in the preceding two sentences have been completed by Landlord, Tenant shall complete the restoration of all improvements, including furniture, fixtures and equipment, which are necessary to permit Tenant's reoccupancy of the Premises. Except as set forth above, all cost and expense of reconstructing the Premises shall be borne by Tenant, and Tenant shall present Landlord with evidence reasonably satisfactory to Landlord of Tenant's ability to pay such costs prior to Landlord's commencement of repair and restoration of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any 16

way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a fair diminution of Rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or any other portion of the Property is damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Property caused thereby to the extent such cost and expense is not covered by insurance proceeds. This Section 18 constitutes an express agreement governing damage or destruction of the Premises or the Building by fire or other casualty, and neither Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, nor any other laws of similar import now or hereafter in effect shall have any application in any such case. 19. CONDEMNATION. If the whole or any substantial part of the Premises or if the Building or any portion thereof which would leave the remainder of the Building unsuitable for use as an office building comparable to its use on the Commencement Date, or if the land on which the Building is located or any material portion thereof, shall be taken or condemned for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, then Landlord may, at its option, terminate this Lease and the Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises or said portion of the Building or land shall occur. In the event this Lease is not terminated, the Rent for any portion of the Premises so taken or condemned shall be abated during the unexpired term of this Lease effective when the physical taking of said portion of the Premises shall occur. All compensation awarded for any such taking or condemnation, or sale proceeds in lieu thereof, shall be the property of Landlord, and Tenant shall have no claim thereto, the same being hereby expressly waived by Tenant, except for any portions of such award or proceeds which are specifically allocated by the condemning or purchasing party for the taking of or damage to Tenant's Property or moving expenses, which Tenant specifically reserves to itself. 20. HAZARDOUS SUBSTANCES. A. Tenant hereby represents and covenants to Landlord the following: No toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, radon, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601-9657, as amended ("CERCLA") (collectively, "ENVIRONMENTAL POLLUTANTS") other than customary office supplies and cleaning supplies stored and handled within the Premises in accordance with all applicable laws, will be generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on the Property, and no activity shall be taken on the Property, by Tenant, its agents, employees, invitees or contractors, that would cause or contribute to (i) the Property or any part thereof to become a generation, treatment, storage or disposal facility within the meaning of or otherwise bring the Property within the ambit of the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. 5901 et. seq., or any similar state law or local ordinance, (ii) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants, from the Property or any part thereof within the meaning of, or otherwise result in liability in connection with the Property within the ambit of CERCLA, or any similar state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters, or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et. seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any similar state law or local ordinance. Landlord shall deliver to Tenant an ACP-5 for the Premises. B. Tenant agrees to indemnify and hold Indemnitees (as defined in Section 16) harmless from and against and to reimburse Indemnitees with respect to, any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against 17

or incurred by Landlord at any time and from time-to-time by reason of or arising out of the breach of any representation or covenant contained in Section 20.A. above. C. Tenant shall immediately notify Landlord in writing of any release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants of which Tenant has knowledge whether or not the release is in quantities that would require under law the reporting of such release to a governmental or regulatory agency. D. Tenant shall also immediately notify Landlord in writing of, and shall contemporaneously provide Landlord with a copy of the following promptly after Tenant's receipt of the same: 1. Any written notice of release of hazardous wastes or substances, pollutants or contaminants on the Property that is provided by Tenant or any subtenant or other occupant of the Premises to a governmental or regulatory agency; 2. Any notice of a violation, or a potential or alleged violation, of any Environmental Law (hereinafter defined) that is received by Tenant or any subtenant or other occupant of the Premises from any governmental or regulatory agency; 3. any inquiry, investigation, enforcement, cleanup, removal, or other action that is instituted or threatened by a governmental or regulatory agency against Tenant or any subtenant or other occupant of the Premises and that relates to the release or discharge of hazardous wastes or substances, pollutants or contaminants on or from the Property; 4. Any claim that is instituted or threatened by any third-party against Tenant or any subtenant or other occupant of the Premises and that relates to any release or discharge of hazardous wastes or substances, pollutants or contaminants on or from the Property; and 5. Any notice of the loss of any environmental operating permit by Tenant or any subtenant or other occupant of the Premises. E. As used herein "ENVIRONMENTAL LAWS" mean all present and future federal, state and municipal laws, ordinances, rules and regulations applicable to environmental and ecological conditions, and the rules and regulations of the U.S. Environmental Protection Agency, and any other federal, state or municipal agency, or governmental board or entity relating to environmental matters. 21. AMERICANS WITH DISABILITIES ACT. To the extent required by law, Tenant agrees to comply with all requirements of the Americans with Disabilities Act (Public Law (July 26, 1990) ("ADA")) applicable to the Premises and such other current acts or other subsequent acts (whether federal or state) addressing like issues as are enacted or amended. Tenant agrees to indemnify and hold Landlord harmless from any and all reasonable expenses, liabilities, costs or damages suffered by Landlord as a result of additional obligations which may be imposed on the Building or the Property under of such acts by virtue of Tenant's operations and/or occupancy, including the alleged negligence of the Landlord. Any such provision shall be interpreted in a manner which permits compliance with the ADA and is hereby amended to permit such compliance. 18

22. EVENTS OF DEFAULT. A. The following events shall be deemed to be "EVENTS OF DEFAULT" under this Lease: 1. Tenant shall fail to pay when due any Base Rent, Additional Rent or other amount payable by Tenant to Landlord under this Lease for a period of five (5) days after notice (hereinafter sometimes referred to as a "MONETARY DEFAULT"). 2. Any failure by Tenant (other than a Monetary Default) to comply with any term, provision or covenant of this Lease, which failure is not cured within thirty (30) days after delivery to Tenant of notice of the occurrence of such failure provided, however, that if the term, condition, covenant or obligation to be performed by Tenant is of such nature that the same cannot reasonably be performed within such thirty-day period, such default shall be deemed to have been cured if Tenant commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same, and in fact, completes same within ninety (90) days after notice. 3. Any failure by Tenant to observe or perform any of the covenants with respect to (a) assignment and subletting set forth in Section 13, (b) mechanic's liens set forth in Section 14, or (c) insurance set forth in Section 15 which continues for a period of ten (10) days after notice. 4. Tenant shall (a) become insolvent, (b) make a transfer in fraud of creditors (c) make an assignment for the benefit of creditors, (d) admit in writing its inability to pay its debts as they become due, (e) file a petition under any section or chapter of the United States Bankruptcy Code, as amended, pertaining to bankruptcy, or under any similar law or statute of the United States or any State thereof, or Tenant or any Guarantor shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or any Guarantor thereunder; or a petition or answer proposing the adjudication of Tenant or any Guarantor as a bankrupt or its reorganization under any present or future federal or state bankruptcy or similar law shall be filed in any court and such petition or answer shall not be discharged, stayed or denied within ninety (90) days after the filing thereof. 5. A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any Guarantor or of the Premises or of any of Tenant's property located thereon in any proceeding brought by Tenant or any Guarantor, or any such receiver or trustee shall be appointed in any proceeding brought against Tenant or any Guarantor and shall not be discharged or stayed within ninety (90) days after such appointment or Tenant or such Guarantor shall consent to or acquiesce in such appointment. 6. The leasehold estate hereunder shall be taken on execution or other process of law in any action against Tenant. 7. Tenant shall abandon the Premises for a period of thirty (30) days or longer other than in connection with the restoration of the Premises following a casualty or condemnation where Tenant intends to reoccupy the Premises. 8. Tenant shall fail to take possession of and occupy the Premises within sixty (60) days following the Commencement Date. 9. The liquidation, termination, dissolution, or forfeiture of right to do business of Tenant. 19

23. REMEDIES. A. Upon the occurrence of any Event of Default, Landlord shall have the following rights and remedies, in addition to those allowed by law or equity, any one or more of which may be exercised without further notice to or demand upon Tenant and which, to the extent permitted by law, may be pursued successively or cumulatively as Landlord may elect: 1. Landlord may re-enter the Premises and cure any default of Tenant, in which event Tenant shall, upon demand, reimburse Landlord as Additional Rent for any reasonable cost and expenses which Landlord may incur to cure such default; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord's action, regardless of whether caused by Landlord's negligence or otherwise. 2. Landlord may terminate this Lease by giving to Tenant notice of Landlord's election to do so, in which event the Lease Term shall end, and all right, title and interest of Tenant hereunder shall expire, on the date stated in such notice; 3. Landlord may terminate the right of Tenant to possession of the Premises without terminating this Lease by giving notice to Tenant that Tenant's right to possession shall end on the date stated in such notice, whereupon the right of Tenant to possession of the Premises or any part thereof shall cease on the date stated in such notice; and 4. Landlord may enforce the provisions of this Lease and may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant or agreement contained herein, or for the enforcement of any other appropriate legal or equitable remedy, including recovery of all moneys due or to become due from Tenant under any of the provisions of this Lease. Landlord shall not be required to serve Tenant with any notices or demands as a prerequisite to its exercise of any of its rights or remedies under this Lease, other than those notices and demands specifically required under this Lease. TENANT EXPRESSLY WAIVES THE SERVICE OF ANY STATUTORY DEMAND OR NOTICE WHICH IS A PREREQUISITE TO LANDLORD'S COMMENCEMENT OF EVICTION PROCEEDINGS AGAINST TENANT, INCLUDING THE DEMANDS AND NOTICES SPECIFIED IN THE REAL PROPERTY ACTIONS AND PROCEEDINGS LAW OF THE STATE OF NEW YORK. TENANT WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT BROUGHT BY LANDLORD TO RECOVER POSSESSION OF THE PREMISES FOLLOWING LANDLORD'S TERMINATION OF THIS LEASE PURSUANT TO SECTION 23.A.(2) OR THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO SECTION 23.A.(3) AND ON ANY CLAIM FOR DELINQUENT RENT WHICH LANDLORD MAY JOIN IN ITS LAWSUIT TO RECOVER POSSESSION. B. If Landlord exercises either of the remedies provided in Sections 23.A.(2) or 23.A.(3), Tenant shall surrender possession and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with process of law, full and complete license to do so being hereby granted to Landlord, and Landlord may remove all occupants and property therefrom, using such force as may be necessary to the extent allowed by law, without being deemed guilty in any manner of trespass, eviction or forcible entry and detainer and without relinquishing Landlord's right to Rent or any other right given to Landlord hereunder or by operation of law. C. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, Landlord shall have the right to immediate recovery of all amounts then 20

due hereunder. Such termination of possession shall not release Tenant, in whole or in part, from Tenant's obligation to pay Rent hereunder for the full Term, and Landlord shall have the right, from time to time, to recover from Tenant, and Tenant shall remain liable for, all Base Rent, Additional Rent and any other sums accruing as they become due under this Lease during the period from the date of such notice of termination of possession to the stated end of the Term. In any such case, Landlord may relet the Premises or any part thereof for the account of Tenant for such rent, for such time (which may be for a term extending beyond the Term) and upon such terms as Landlord shall determine and may collect the rents from such reletting. Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting. Also, in any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable and in connection therewith change the locks to the Premises, and Tenant within ten (10) days after notice shall pay the cost of all of the foregoing together with Landlord's reasonable expenses of reletting. The rents from any such reletting shall be applied first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting and second to the payment of Rent herein provided to be paid by Tenant. Any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing as the same thereafter becomes due and payable hereunder, and the use of such offsetting credit to reduce the amount of Rent due Landlord, if any, shall not be deemed to give Tenant any right, title or interest in or to such excess or residue and any such excess or residue shall belong to Landlord solely, and in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess of the aggregate sum (including Base Rent and Additional Rent) which would have been paid by Tenant for the period for which the credit to Tenant is being determined, had no Event of Default occurred. No such reentry or repossession, repairs, alterations and additions, or reletting shall be construed as an eviction or ouster of Tenant or as an election on Landlord's part to terminate this Lease, unless a written notice of such intention is given to Tenant, or shall operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, and Landlord, at any time and from time to time, may sue and recover judgment for any deficiencies remaining after the application of the proceeds of any such reletting. D. If this Lease is terminated by Landlord pursuant to Section 23.A.(2), Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or for which Tenant has agreed to indemnify Landlord under any of the provisions of this Lease, which may be then owing and unpaid, and all costs and expenses, including without limitation court costs and reasonable attorneys' fees incurred by Landlord in the enforcement of its rights and remedies hereunder, and, in addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (i) the unamortized portion of any concessions offered by Landlord to Tenant in connection with this Lease, including without limitation Landlord's contribution to the cost of tenant improvements and alterations, if any, installed by either Landlord or Tenant pursuant to this Lease or any work letter in connection with this Lease, (ii) the aggregate sum which at the time of such termination represents the excess, if any, of the present value of the aggregate rents which would have been payable after the termination date had this Lease not been terminated, including, without limitation, Base Rent at the annual rate or respective annual rates for the remainder of the Term provided for in this Lease and the amount projected by Landlord to represent Additional Rent for the remainder of the Term over the then present value of the then aggregate fair rent value of the Premises for the balance of the Term, such present worth to be computed in each case on the basis of a ten percent (10%) per annum discount from the respective dates upon which such Rents would have been payable hereunder had this Lease not been terminated, and (iii) any damages in addition thereto, including without limitation reasonable attorneys' fees and court costs, which Landlord sustains as a result of the breach of any of the covenants of this Lease other than for the payment of Rent. E. Landlord shall use commercially reasonable efforts to mitigate any damages resulting from an Event of Default by Tenant under this Lease. Landlord's obligation to mitigate damages after an Event of Default by Tenant under this Lease shall be satisfied in full if Landlord 21

undertakes to lease the Premises to another tenant (a "SUBSTITUTE TENANT") in accordance with the following criteria: 1. Landlord shall have no obligations to solicit or entertain negotiations with any other prospective tenants for the Premises until Landlord obtains full and complete possession of the Premises including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant; 2. Landlord shall not be obligated to lease or show the Premises, on a priority basis, offer the Premises to a prospective tenant when other premises in the Building suitable for that prospective tenant's use are (or soon will be) available; 3. Landlord shall not be obligated to lease the Premises to a Substitute Tenant for a Rent less than the current fair market Rent then prevailing for similar uses in comparable buildings in the same market area as the Building, nor shall Landlord be obligated to enter into a new lease under other terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Building; 4. Landlord shall not be obligated to enter into a lease with a Substitute Tenant whose use would: a. violate any restriction, covenant, or requirement contained in the lease of another tenant of the Building; b. adversely affect the reputation of the Building; or c. be incompatible with the operation of the Building as an office building; 5. Landlord shall not be obligated to enter into a lease with any proposed Substitute Tenant which does not have, in Landlord's reasonable opinion, sufficient financial resources to operate the Premises in a first class manner; and 6. Landlord shall not be required to expend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a proposed Substitute Tenant unless: a. Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with such tenant (which payment shall not be in lieu of any damages or other sums to which Landlord may be entitled as a result of Tenant's default under this Lease); or b. Landlord, in Landlord's reasonable discretion, determines that any such expenditure is financially justified in connection with entering into any such substitute lease. F. All property of Tenant removed from the Premises by Landlord pursuant to any provision of this Lease or applicable law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall not be responsible in any event for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all reasonable expenses incurred by Landlord with respect to such removal and storage so long as the same is in Landlord's possession or under Landlord's control. All such property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the Term or the termination of Tenant's right to possession of the Premises, however terminated, at Landlord's option, shall be 22

conclusively deemed to have been conveyed by Tenant to Landlord as by bill of sale without further payment or credit by Landlord to Tenant. G. If Tenant is adjudged bankrupt, or a trustee in bankruptcy is appointed for Tenant, Landlord and Tenant, to the extent permitted by law, agree to request that the trustee in bankruptcy determine within sixty (60) days thereafter whether to assume or to reject this Lease. H. The receipt by Landlord of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of the rent due or to pursue any other remedies provided in this lease. The acceptance by Landlord of rent hereunder shall not be construed to be a waiver of any breach by Tenant of any term, covenant or condition of this Lease. No act or omission by Landlord or its employees or agents during the Lease Term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. I. In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including reasonable attorney's fees, incurred therein. Furthermore, if Landlord, without fault, is made a party to any litigation instituted by or against Tenant, Tenant shall indemnify Landlord against, and protect, defend, and save it harmless from, all costs and expenses, including reasonable attorney's fees, incurred by it in connection therewith. If Tenant, without fault, is made party to any litigation instituted by or against Landlord, Landlord shall indemnify Tenant against, and protect, defend, and save it harmless from, all costs and expenses, including reasonable attorney's fees, incurred by it in connection therewith. J. Landlord and Tenant each waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other on any matters arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant or Tenant's use or occupancy of the Premises or the operation, maintenance or control of the Building. Tenant shall not interpose any counterclaim it may otherwise assert in any summary proceeding whether such summary proceeding is based on nonpayment of Rents or on Tenant's holding over after expiration of the Lease Term or on any other basis pursuant to Article 7 of the Real Property Actions and Proceedings Law of the State of New York, unless by not interposing such counterclaim Tenant would be barred from asserting such counterclaim in a separate action or proceeding. 24. NO WAIVER. Failure of Landlord to declare any default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of such default, nor shall it constitute an estoppel against Landlord, but Landlord shall have the right to declare the default at any time and take such action as is lawful or authorized under this Lease. Failure by Landlord to enforce its rights with respect to any one default shall not constitute a waiver of its rights with respect to any subsequent default. 25. PEACEFUL ENJOYMENT. Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. This covenant and any and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of the Landlord's interest hereunder. 26. [RESERVED.] 27. HOLDING OVER. In the event of holding over by Tenant after expiration or other termination of this Lease or in the event Tenant continues to occupy the Premises after the termination of Tenant's right of possession pursuant to Section 23.A.(3) hereof, occupancy of the Premises subsequent to such termination or expiration shall be that of a tenancy at sufferance and in no event for month-to-month or year-to-year. 23

Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease and shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to one and one half the sum (or 150%) of the Base Rent and Additional Rent which would have been applicable had the Lease Term continued through the period of such holding over by Tenant. No holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the Lease Term shall be construed to extend the Lease Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise unless Landlord has sent written notice to Tenant that Landlord has elected to extend the Lease Term. In addition to the obligation to pay the amounts set forth above during any such holdover period, Tenant shall also be liable to Landlord for all damages, including, without limitation, any consequential damages, which Landlord may suffer by reason of any holding over by Tenant and Tenant shall also indemnify Landlord against any and all claims made by any other tenant or prospective tenant against Landlord for delay by Landlord in delivering possession of the Premises to such other tenant or prospective tenant. Tenant waives any rights under Section 2201 of the Civil Practice Law and Rules of the State of New York in connection with any holdover proceedings that Landlord may institute against Tenant. 28. SUBORDINATION TO MORTGAGE/ESTOPPEL CERTIFICATE. Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, or upon the Building and/or the Property and to any renewals, modifications, refinancings and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. The provisions of the foregoing sentence shall be selfoperative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or the Building and/or the Property and Tenant agrees within twenty (20) days after demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. In the event that Tenant should fail to execute any subordination or other agreement required by this Section promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest in Landlord and is accordingly irrevocable. Tenant agrees that it will from time-to-time upon request by Landlord execute and deliver to such persons as Landlord shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further stating such other matters as Landlord shall reasonably require. Landlord and Tenant agree periodically to furnish within twenty (20) days after so requested by the other party, ground lessor or the holder of any deed of trust, mortgage or security agreement covering the Building, the Property, or any interest of Landlord therein, a certificate signed by such party certifying (a) that this Lease is in full force and effect and unmodified (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (b) as to the Commencement Date and the date through which Base Rent and Tenant's Additional Rent have been paid, (c) that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant, (d) that except as stated in the certificate no rent has been paid more than thirty (30) days in advance of its due date, (e) that the address for notices to be sent to Landlord or Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate), (f) that except as stated in the certificate, Tenant, as of the date of such certificate, has no charge, lien, or claim of offset against rent due or to become due, (g) that except as stated in the certificate, Landlord is not then in default under this Lease, (h) as to the amount of the Approximate Rentable Area of the Premises then occupied by Tenant, (i) that there are no renewal or extension options, purchase options, rights of first refusal or the like in favor of Tenant except as set forth in this Lease, (j) the amount and nature of accounts payable to Landlord under terms of this Lease, and (k) as to such other matters as may be reasonably requested by such party or ground lessor or the holder of any such deed of trust, mortgage or security agreement. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Building or the Property or any part thereof or interest of Landlord therein. 24

29. NOTICE. Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or mailed by Registered or Certified mail, postage prepaid, or sent by a nationally recognized overnight delivery service to the party who is to receive such notice at the address specified in Section 1.Q. of this Lease. When so mailed, the notice shall be deemed to have been given two (2) business days after the date it was mailed. When sent by overnight delivery service, the notice shall be deemed to have been given on the next business day after deposit with such overnight delivery service. The address specified in Section 1.Q. of this Lease may be changed from time to time by giving written notice thereof to the other party. 30. SURRENDER OF PREMISES. Upon the termination, whether by lapse of time or otherwise, or upon any termination of Tenant's right to possession without termination of this Lease, Tenant will at once surrender possession and vacate the Premises, together with all Leasehold Improvements (except those Leasehold Improvements Tenant is required to remove pursuant to Section 8 hereof), to Landlord in good condition and repair, ordinary wear and tear excepted; conditions existing because of Tenant's failure to perform maintenance, repairs or replacements as required of Tenant under this Lease shall not be deemed "reasonable wear and tear." Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the explanation of all combination locks which Tenant is permitted to leave on the Premises. Subject to the Landlord's rights under Section 23 hereof, if Tenant fails to remove any of Tenant's Property within ten (10) days after the termination of this Lease, or Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and expenses, shall be entitled to remove and/or store such Tenant's Property and Landlord shall be in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all reasonable expenses caused by such removal and all storage charges against such property so long as the same shall be in possession of Landlord or under the control of Landlord. In addition, if Tenant fails to remove any Tenant's Property from the Premises or storage, as the case may be, within ten (10) days after written notice from Landlord, Landlord, at its option, may deem all or any part of such Tenant's Property to have been abandoned by Tenant and title thereof shall immediately pass to Landlord under this Lease as by a bill of sale. 31. RIGHTS RESERVED TO LANDLORD. Landlord reserves the following rights, exercisable without notice, except as provided herein, and without liability to Tenant for damage or injury to property, person or business and without affecting an eviction or disturbance of Tenant's use or possession or giving rise to any claim for setoff or abatement of rent or affecting any of Tenant's obligations under this Lease: (1) upon thirty (30) days' prior notice to change the name or street address of the Building; (2) to install and maintain signs on the exterior and interior of the Building; (3) to designate and approve window coverings to present a uniform exterior appearance; (4) to make any decorations, alterations, additions, improvements to the Building or Property, or any part thereof (including, with prior notice, the Premises) which Landlord shall desire, or deem necessary for the safety, protection, preservation or improvement of the Building or Property, or as Landlord may be required to do by law; (5) to retain at all times and to use in appropriate instances, pass keys to all locks within and to the Premises; (6) to reasonably approve the weight, size, or location of heavy equipment, or articles within the Premises; (7) to close or restrict access to the Building at all times other than Normal Business Hours subject to Tenant's right to admittance at all times under such regulations as Landlord may prescribe from time to time, or to close temporarily any of the entrances to the Building; provided Landlord shall have the right to restrict or prohibit access to the Building or the Premises at any time Landlord determines it is necessary to do so to minimize the risk of injuries or death to persons or damage to property; (8) to reasonably change the arrangement and/or location of entrances of passageways, doors and doorways, corridors, elevators, stairs, toilets and public parts of the Building or Property; (9) to reasonably regulate access to telephone, electrical and other utility closets in the Building and to require use of designated contractors for any work involving access to the same; (10) if Tenant has vacated the Premises during the last six (6) months of the Lease Term, to perform additions, alterations and improvements to the Premises in connection with a reletting or anticipated reletting thereof without being responsible or liable for the value or preservation of any then existing improvements to the Premises; and (11) to grant to anyone the exclusive right to conduct any business or undertaking in the Building, provided that the party providing such service does so at competitive rates and provided Landlord's exercise of its rights under this clause 11, shall not be deemed to prohibit Tenant from the operation of its business in the Premises and shall not constitute a constructive eviction. 25

32. MISCELLANEOUS. A. If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law. B. Tenant agrees not to record this Lease or any short form or memorandum hereof. C. This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the state in which the Building is located. D. Events of "FORCE MAJEURE" shall include strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of Landlord or Tenant, as the case may be. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant (other than the payment of Rent and all other such sums of money as shall become due hereunder), such party shall not be liable or responsible for, there shall be excluded from the computation of such period of time, any delays due to events of Force Majeure. E. Except as expressly otherwise herein provided, with respect to all required acts of Tenant, time is of the essence of this Lease. F. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations. G. Tenant hereby represents to Landlord that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of this Lease due to any action of the indemnifying party. Landlord shall be responsible for the payment of any commission or fee due to the Broker. H. If there is more than one Tenant, or if the Tenant as such is comprised of more than one person or entity, the obligations hereunder imposed upon Tenant shall be joint and several obligations of all such parties. All notices, payments, and agreements given or made by, with or to any one of such persons or entities shall be deemed to have been given or made by, with or to all of them. I. The individual signing this Lease on behalf of Tenant represents (1) that such individual is duly authorized to execute or attest and deliver this Lease on behalf of Tenant in accordance with the organizational documents of Tenant; (2) that this Lease is binding upon Tenant; (3) that Tenant is duly organized and legally existing in the state of its organization, and is qualified to do business in the state in which the Premises is located. J. Tenant acknowledges that the financial capability of Tenant to perform its obligations hereunder is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant's financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and certifies to Landlord that its financial statements previously furnished to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. 26

K. Notwithstanding anything to the contrary contained in this Lease, the expiration of the Lease Term, whether by lapse of time or otherwise, shall not relieve either party from its obligations accruing prior to the expiration of the Lease Term, and such obligations shall survive any such expiration or other termination of the Lease Term. L. Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery hereof does not constitute an offer to Tenant or an option. This Lease shall not be effective until an original of this Lease executed by both Landlord and Tenant and an original Guaranty, if applicable, executed by each Guarantor is delivered to and accepted by Landlord, and this Lease has been approved by Landlord's mortgagee, if required. M. Landlord and Tenant understand, agree and acknowledge that (i) this Lease has been freely negotiated by both parties; and (ii) in any controversy, dispute or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there shall be not inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof. N. The headings and titles to the paragraphs of this Lease are for convenience only and shall have no affect upon the construction or interpretation of any part hereof. O. Receipt by Landlord of Tenant's keys to the Premises shall not constitute an acceptance of surrender of the Premises. P. This Lease shall be governed by, and be construed in accordance with, the laws of the State of New York without regard to the principles of conflicts of laws. To the fullest extent permitted by law, Landlord and Tenant hereby unconditionally and irrevocably waive any claims to assert that the law of any other jurisdiction governs this Lease and agrees that this Lease shall be governed by and construed in accordance with the laws of the State of New York pursuant to Section 5-1401 of the New York General Obligations Law. Any legal suit, action or proceeding against Tenant or Landlord arising out of or relating to this Lease may be instituted in any federal or state court in New York, New York having subject matter jurisdiction, pursuant to Section 5-1402 of the New York General Obligations Law, and Landlord and Tenant hereby waive any objection which they may now or hereafter have to the laying of venue of any such suit, action or proceeding including, without limitation, any claim of forum non conveniens pursuant to any rule of common law and/or any applicable federal or state statute, law or provision, and Landlord and Tenant hereby irrevocably submit to the jurisdiction of any such court in any suit, action or proceeding. Q. Landlord represents that, to the best of Landlord's knowledge, Landlord has received no violations with respect to the Building which will delay the construction of Tenant's Initial Alterations. R. Attached hereto as Exhibit H is the certificate of occupancy for the Building. S. Landlord shall provide risers to the Premises for redundant internet access from the roof and the basement of the Building. T. Tenant shall have the right use the roof of the Building for a satellite dish or other similar equipment, subject to available space on the roof. Tenant acknowledges that Tenant shall enter into in agreement for the use of such roof space with Landlord's then current licensor with respect to such matters, and Tenant shall pay Landlord's (or the licensor's) then current fees for the use of such roof space. 33. ENTIRE AGREEMENT. This Lease, including the following Exhibits: Exhibit A - Outline and Location of Premises Exhibit B - Rules and Regulations 27

Exhibit C - Payment of Taxes Exhibit D - Work Letter Exhibit E - Commencement Letter (Sample) Exhibit F - Porter's Wage Payments Exhibit G - Cleaning Specifications Exhibit H - Certificate of Occupancy constitutes the entire agreement between the parties hereto with respect to the subject matter of this Lease and supersedes all prior agreements and understandings between the parties related to the Premises, including all lease proposals, letters of intent and similar documents. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. All understandings and agreements heretofore had between the parties are merged in this Lease which alone fully and completely expresses the agreement of the parties, neither party relying upon any statement or representation not embodied in this Lease. This Lease may be modified only be a written agreement signed by Landlord and Tenant. Landlord and Tenant expressly agree that there are and shall be no implied warranties of merchantability, habitability, suitability, fitness for a particular purpose or of any other kind arising out of this Lease, all of which are hereby waived by Tenant, and that there are no warranties which extend beyond those expressly set forth in this Lease. 34. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT SPECIFICALLY ADDRESSED HEREIN, TENANT SHALL NOT HAVE THE RIGHT TO AN ABATEMENT OF RENT OR TO TERMINATE THIS LEASE AS A RESULT OF LANDLORD'S DEFAULT AS TO ANY COVENANT OR AGREEMENT CONTAINED IN THIS LEASE OR AS A RESULT OF THE BREACH OF ANY PROMISE OR INDUCEMENT IN CONNECTION HEREWITH, WHETHER IN THIS LEASE OR ELSEWHERE AND TENANT HEREBY WAIVES SUCH REMEDIES OF ABATEMENT OF RENT AND TERMINATION. TENANT HEREBY AGREES THAT TENANT'S REMEDIES FOR DEFAULT HEREUNDER OR IN ANY WAY ARISING IN CONNECTION WITH THIS LEASE INCLUDING ANY BREACH OF ANY PROMISE OR INDUCEMENT OR WARRANTY, EXPRESSED OR IMPLIED, SHALL BE LIMITED TO SUIT FOR DIRECT AND PROXIMATE DAMAGES PROVIDED THAT TENANT HAS GIVEN THE NOTICES AS HEREIN REQUIRED. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD TO TENANT FOR ANY DEFAULT BY LANDLORD UNDER THIS LEASE SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING AND THE PROPERTY AND THE PROCEEDS THEREOF AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING AND THE PROPERTY AND THE PROCEEDS THEREOF FOR THE RECOVERY OF ANY JUDGMENT AGAINST THE LANDLORD, IT BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR DIRECT AND PROXIMATE DAMAGES, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE PROPERTY, BUILDING OR PREMISES ("LANDLORD MORTGAGEES") NOTICE AND REASONABLE TIME TO CURE ANY ALLEGED DEFAULT BY LANDLORD. 28

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in multiple original counterparts as of the day and year first above written. LANDLORD: TRANSWESTERN LEXINGTON, LLC
By: /s/ RANDALL BESSOLO ----------------------------------------Name: Randall S. Bessolo --------------------------------------Title: Managing Director --------------------------------------

TENANT: FUTURELINK CORP.
By: /s/ RICHARD WHITE ----------------------------------------Name: R.M. White --------------------------------------Title: Senior V.P. Admin. --------------------------------------

29

EXHIBIT A OUTLINE AND LOCATION OF PREMISES This Exhibit is attached to and made a part of the Lease dated August 8, 2000 by and between TRANSWESTERN LEXINGTON, LLC ("LANDLORD") and FUTURELINK CORP., a Delaware corporation ("TENANT") for space in the Building located at 360 Lexington Avenue, New York, New York. A-1

EXHIBIT B RULES AND REGULATIONS The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking garage associated therewith (if any), the Property and the appurtenances thereto: 1. Sidewalks, entrances, passageways, courts, corridors, vestibules, halls, elevators and stairways in and about the Building shall not be obstructed nor shall objects be placed against glass partitions, doors or windows which would be unsightly from the Building's corridors from the exterior of the Building. 2. Plumbing, fixtures and appliances shall be used for only the purpose for which they were designed and no foreign substance of any kind whatsoever shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents, employees or invitees, shall be paid for by Tenant and Landlord shall not in any case be responsible therefor. 3. Any sign, lettering, picture, notice, advertisement installed within the Premises which is visible from the public corridors within the Building shall be installed in such manner, and be of such character and style, as Landlord shall approve, in writing in its reasonable discretion. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or door or in a position to be visible from outside the Building. No nails, hooks or screws (except for customary artwork or wall hangings) shall be driven or inserted into any part of the Premises or Building except by Building maintenance personnel, nor shall any part of the Building be defaced or damaged by Tenant. 4. Tenant shall not place any additional lock or locks on any door in the Premises or Building without Landlord's prior written consent which shall not be unreasonably withheld. A reasonable number of keys to the locks on the doors in the Premises shall be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any duplicate keys made. All keys and passes shall be returned to Landlord at the expiration or earlier termination of this Lease. 5. Tenant shall refer all contractors, contractors representatives and installation technicians for Landlord for Landlord's supervision, approval and control before the performance of any contractual services which shall not be unreasonably withheld. This provision shall apply to all work performed in the Building including, but not limited to installation of telephones, telegraph equipment, electrical devices and attachments, doors, entranceways, and any and all installations of every nature affecting floors, walls, woodwork, window trim, ceilings, equipment and any other physical portion of the Building. Tenant shall not waste electricity, water or air conditioning. All controls shall be adjusted only by Building personnel. 6. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any merchandise or materials which require the use of elevators, stairways, lobby areas, or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant must seek Landlord's prior approval by providing in writing a detailed listing of such activity. If approved by Landlord, such activity shall be under the supervision of Landlord and performed in the manner stated by Landlord. Landlord may prohibit any article, equipment or any other item from being brought into the Building. Tenant is to assume all risk for damage to articles moved and injury to persons resulting from such activity. If any equipment, property and/or personnel of Landlord or of any other tenant is damaged or injured as a result of or in connection with such activity, Tenant shall be solely liable for any and all damage or loss resulting therefrom. 7. All corridor doors, when not in use, shall remain closed. Tenant shall cause all doors to the Premises to be closed and securely locked before leaving the Building at the end of the day. B-1

8. Tenant shall keep all electrical and mechanical apparatus owned by Tenant free of vibration, noise and airwaves which may be transmitted beyond the Premises. 9. Canvassing, soliciting and peddling in or about the Building or Property is prohibited. Tenant shall cooperate and use its best efforts to prevent the same. 10. Tenant shall not use the Premises in any manner which would overload the standard heating, ventilating or air conditioning systems of the Building. 11. Tenant shall not utilize any equipment or apparatus in such manner as to create any magnetic fields or waves which adversely affect or interfere with the operation of any systems or equipment in the Building or Property. 12. Bicycles and other vehicles are not permitted inside or on the walkways outside the Building, except in those areas specifically designated by Landlord for such purposes. 13. Tenant shall not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusements devices and machines for sale of beverages, foods, candy, cigarettes or other goods), except for those vending machines or similar devices which are for the sole and exclusive use of Tenant's employees, and then only if such operation does not violate the lease of any other tenant in the Building. 14. Tenant shall utilize the termite and pest extermination service designated by Landlord to control termites and pests in the Premises. Tenant shall bear the cost and expense of such extermination services provided such cost is customary and reasonable. 15. Tenant shall not open or permit to be opened any window in the Premises. This provision shall not be construed as limiting access of Tenant to any balcony adjoining the Premises. 16. To the extent permitted by law, Tenant shall not permit picketing or other union activity involving its employees or agents in the Building or on the Property, except in those locations and subject to time and other constraints as to which Landlord may give its prior written consent, which consent may be withheld in Landlord' sole discretion. 17. Tenant shall not make or permit any use of the Premises, the Building or the Property, respectively, which is directly or indirectly forbidden by law, ordinance, governmental regulation or order, or direction of applicable public authority, or which may be dangerous to person or property. 18. Tenant shall not use or occupy the Premises in any manner or for any purpose which would injure the reputation or impair the present or future value of the Premises, the Building or the Property; without limiting the foregoing, Tenant shall not use or permit the Premises or any portion thereof to be used for lodging, sleeping or for any illegal purpose. 19. All deliveries to or from the Premises shall be made only at times, in the areas and through the entrances and exits designated for such purposes by Landlord. Tenant shall not permit the process of receiving deliveries to or from the Premises outside of said areas or in a manner which may interfere with the use by any other tenant of its premises or any common areas, any pedestrian use of such area, or any use which is inconsistent with good business practice. 20. Tenant shall carry out Tenant's permitted repair, maintenance, alterations, and improvements in the Premises only during times agreed to in advance by Landlord and in a manner which will not interfere with the rights of other tenants in the Building. B-2

21. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, its occupants, entry and use, or its contents. Tenant, Tenant's agents, employees, contractors, guests and invitees shall comply with Landlord's reasonable requirements thereto. 22. Landlord shall have the right to prohibit the use of the name of the Building by Tenant that in Landlord's opinion may tend to impair the reputation of the Building or its desirability for Landlord or its other tenants. Upon written notice from Landlord, Tenant will refrain from and/or discontinue such publicity immediately. 23. Neither Tenant nor any of its employees, agents, contractors, invitees or customers shall smoke in any area designated by Landlord (whether through the posting of a "no smoking" sign or otherwise) as a "no smoking" area. In no event shall Tenant or any of its employees, agents, contractors, invitees or customers smoke in the hallways or bathrooms of the Building. Landlord reserves the right to designate, from time to time, additional areas of the Building and the Property as "no smoking" areas and to designate the entire Building and the Property as a "no smoking" area. B-3

EXHIBIT C PAYMENT OF TAXES This Exhibit is attached to and made a part of the Lease dated August 8, 2000 by and between TRANSWESTERN LEXINGTON, LLC ("LANDLORD") and FUTURELINK CORP. ("TENANT") for space in the Building located at 360 Lexington Avenue, New York, New York. A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Rent hereunder Tenant's Pro Rata Share of the amount by which (a) Taxes (as defined below) for the applicable calendar year exceeds Taxes (as finally determined following any tax reduction proceedings) for the Tax Year (as defined below) beginning on July 1, 2000 and ending on June 30, 2001 (the "BASE YEAR"). In no event shall the amount required to be paid by Tenant with respect to Taxes for any calendar year during the Lease Term be less than zero. Prior to January 1 of each calendar year during the Lease Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of Taxes for the applicable full or partial calendar year (based on the Taxes due or to become due during the current fiscal Tax Year) and Tenant's Pro Rata Share thereof. On or before the first day of each month during such calendar year, Tenant shall pay Landlord, as Additional Rent, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the amount by which Taxes for such calendar year are estimated to exceed Taxes for the Base Year. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Taxes for such year and provide Tenant with a revised statements therefor (provided, however, Landlord agrees that Landlord shall not issue a revised statement more than twice in any calendar year), and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Taxes by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of Taxes for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Rent based on the previous year's estimate. Tenant shall pay Landlord for any underpayment within thirty (30) days of demand. Any overpayment in excess of the equivalent of one (1) month's Base Rent shall, at Landlord's option, be refunded to Tenant or credited against the installment(s) of Additional Rent next coming due under the Lease. Any overpayment in an amount equal to or less than the equivalent of one (1) month's Base Rent shall, at Landlord's option, be refunded to Tenant or credited against the installment of Additional Rent due for the month immediately following the furnishing of such estimate. Any amount paid by Tenant based on any estimate shall be subject to adjustment pursuant to Paragraph B below, when actual Taxes are determined for the relevant Tax Year. B. As soon as is practical following the end of any calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of Landlord's actual Taxes for such previous calendar year. If the Additional Rent collected with respect to such calendar year, as a result of Landlord's estimate of Taxes, is in excess of Tenant's Pro Rata Share of Taxes for such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord's option apply such amount against Additional Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year whether or not this Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the expiration of this Lease. C. As used herein, "TAXES" shall mean (a) all real estate taxes and assessments on the Property, the Building or the Premises, and taxes and assessments levied in express substitution or supplementation in whole or in part of such taxes, (b) all personal property taxes for the Building's personal property, including license expenses, (c) all taxes, assessments or charges imposed upon the Building by any business improvement district (BID) to which the Building is or becomes subject during the Lease Term, and (d) all other taxes, fees or assessments now or hereafter levied by any governmental authority on the Property, the Building or its contents or on the operation and use thereof (except as relate to specific tenants), but excluding penalties, late charges for fines imposed against Landlord with respect to Taxes, any federal income tax, New York State franchise tax or income tax, New York City general corporation or C-1

unincorporated business tax, or any estate, inheritance, succession, capital stock, transfer mortgage recording taxes. Capital gains, gift or gross receipts tax levied upon Landlord. Estimates of real estate taxes and assessments for any calendar year during the Lease Term shall be determined based on Landlord's good faith estimate of the real estate taxes and assessments. Taxes and assessments hereunder are those accrued with respect to such calendar year, as opposed to the real estate taxes and assessments paid or payable for such calendar year. D. As used herein, "TAX YEAR" shall mean the fiscal tax year for the City of New York, which begins on July 1 of each year and ends on June 30, of the following year. IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of the day and year first above written. LANDLORD: TRANSWESTERN LEXINGTON, LLC By: Name: Title: TENANT: FUTURELINK CORP. By: Name: Title: C-2

EXHIBIT D WORK LETTER This Exhibit is attached to and made a part of the Lease dated the 8th day of August, 2000, by and between TRANSWESTERN LEXINGTON, LLC ("LANDLORD") and FUTURELINK CORP. ("TENANT") for space in the Building located at 360 Lexington Avenue, New York, New York. Alterations and Allowance. Tenant, following the delivery of the Premises by Landlord and the full and final execution and delivery of this Lease and all prepaid Rent and security deposits required hereunder, shall have the right to perform alterations and improvements in the Premises (the "INITIAL ALTERATIONS"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Article 10.B. of this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations which approval shall not be unreasonably withheld or delayed. Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld or delayed. The parties agree that Landlord's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this Lease, (iii) does not have the ability to be bonded for the work in an amount of no less than $1,000,000, or (iv) is not licensed as a contractor in the state/municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Provided Tenant is not in default, Landlord agrees to contribute the sum of One Hundred One Thousand Two Hundred Sixty Nine Dollars ($101,269.00) (the "ALLOWANCE") toward the cost of performing the Initial Alterations in preparation of Tenant's occupancy of the Premises. Eighty percent (80%) or more of the Allowance shall be used for hard costs in connection with the Initial Alterations. The Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within thirty (30) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from a licensed architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics' lien laws of the State of New York, together with all such invoices, contracts, or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Alterations; (v) plans and specifications for the Initial Alterations, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all applicable laws; (vi) copies of all construction contracts for the Initial Alterations, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect's completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Alterations, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with D-1

applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the cost of Initial Alterations as reasonably estimated by Tenant exceeds the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations, less the 10% retainage referenced above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under this Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. Up to twenty percent (20%) of the Allowance may be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for the purchase of equipment, furniture or other items of personal property of Tenant. In the event Tenant does not use the entire Allowance by June 1, 2001, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Alterations and/or Allowance. Tenant agrees to accept the Premises in its "as-is" condition and configuration, it being agreed that Landlord shall not be required to perform any work or, except as provided above with respect to the Allowance, incur any costs in connection with the construction or demolition of any improvements in the Premises. This Exhibit shall not be deemed applicable to any additional space added to the original Premises at any time or from time to time, whether by any options under this Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of this Lease, whether by any options under this Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to this Lease. IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit as of the date first written above. LANDLORD: TRANSWESTERN LEXINGTON, LLC By: Name: Title: TENANT: FUTURELINK CORP. By: Name: Title: D-2

EXHIBIT E COMMENCEMENT LETTER Date________________ Tenant______________ Address_____________ Re: Commencement Letter with respect to that certain Lease dated _________ by and between Transwestern Lexington, LLC as Landlord and __________________, a(n) __________ as Tenant for an Approximate Rentable Area in the Premises of _________ square feet on the _________ floor of the Building located at 360 Lexington, New York, New York. Dear _____________: In accordance with the terms and conditions of the above referenced Lease, Tenant hereby accepts possession of the premises and agrees as follows: The Commencement Date of the Lease is _________________________; The Termination Date of the Lease is ____________________________. Landlord agrees to complete the work in the Premises identified in the punchlist jointly prepared by Landlord and Tenant dated ________________. Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all three (3) copies of this Commencement Letter in the space provided and returning two (2) fully executed copies of the same to my attention. Sincerely, XXXXXXXXX Property Manager Agreed and Accepted: TENANT: By:__________________________________ Name:________________________________ Title:_______________________________ E-1

EXHIBIT F PORTER'S WAGE PAYMENT This exhibit is attached to and made a part of the Lease dated August 8, 2000 by and between TRANSWESTERN LEXINGTON, LLC ("LANDLORD") and FUTURELINK CORP., a Delaware corporation ("TENANT") for space in the Building located at 360 Lexington Avenue, New York, New York. A. Tenant shall pay to Landlord, as additional rent, a porter's wage rate escalation in accordance with this EXHIBIT F. B. For the purposes of this EXHIBIT F, the following definitions shall apply: (i) "WAGE RATE" shall mean the minimum regular hourly rate of wages in effect as of January 1st of each year (whether paid by Landlord or any contractor employed by Landlord) computed as paid over a forty hour week to Porters in Class A office buildings pursuant to an Agreement between the Realty Advisory Board on Labor Relations, Incorporated, or any successor thereto, and Local 32B-32J of the Building Service Employees International Union, AFL-CIO, or any successor thereto; provided, however, that (A) if there is no such agreement in effect prescribing a wage rate for Porters, computations and payments shall thereupon be made upon the basis of the regular hourly wage rate actually payable in effect as of January 1st of each year and (B) if in any year during the Lease Term, the regular employment of Porters shall occur on days or during the hours when overtime or other premium pay rates are in effect pursuant to such Agreement, then the term "hourly rate of wages" as used herein shall be deemed to mean the average hourly rate for the hours in a calendar week during which Porters are regularly employed (e.g., if pursuant to an agreement between the Realty Advisory Board and the Local the regular employment of Porters for forty hours during a calendar week is at a regular hourly wage rate of $12.00 for the first thirty hours, and premium or overtime hourly wage rate of $18.00 for the remaining ten hours, then the hourly rate of wages under this Article during such period shall be the total weekly rate of $540.00 divided by the total number of regular hours of employment, forty, or $13.50). Notwithstanding the foregoing, if at any time such hourly wage rate is different for new hire and old hire Porters, then thereafter such hourly wage rate shall be based on the weighted average of the wage rates for the different classifications of Porters. (ii) "BASE WAGE RATE" shall mean the Wage Rate in effect on January 1, 2000. (iii) The term "PORTERS" shall mean that classification of non-supervisory employees employed in and about the Building who devote a major portion of their time to general cleaning, maintenance and miscellaneous services essentially of a non-technical and non-mechanical nature and are the type of employees who are presently included in the classification of "Class A-Others" in the Commercial Building Agreement between the Realty Advisory Board and the aforesaid Union. (iv) The term "MINIMUM REGULAR HOURLY RATE OF WAGES" shall not include any payments for fringe benefits or adjustments of any kind. (v) The term "MULTIPLICATION FACTOR" shall mean the number of square feet in the Approximate Rentable Area in the Premises, as the same may be increased or decreased from time to time during the Lease Term pursuant to the provisions of this Lease. C. If the Wage Rate for any calendar year during the Lease Term shall be increased above the Base Wage Rate, then Tenant shall pay, as Additional Rent, an amount (such amount, the "PORTER'S WAGE PAYMENT") equal to the product obtained by multiplying the Multiplication Factor by 100% of the number of cents (including any fraction of a cent) by which the Wage Rate is greater than the Base Wage Rate, such payment to be made in equal one-twelfth (1/12th) monthly installments commencing with the first monthly F-1

installment of Base Rent falling due on or after the effective date of such increase in Wage Rate (payable retroactive from said effective date) and continuing thereafter until a new adjustment shall have become effective in accordance with the provisions of this Exhibit. Landlord shall give Tenant notice of each change in Wage Rate which will be effective to create or change Tenant's Porter's Wage Payment pursuant to the provisions of this EXHIBIT F and such notice shall contain Landlord's calculation in reasonable detail and certified as true by an authorized representative of Landlord or of its managing agent, of the annual Porter's Wage Payment payable resulting from such increase in Wage Rate. Such amounts shall be prorated for any partial calendar year during the Lease Term. D. Every notice given by Landlord pursuant to paragraph C hereof shall be conclusive and binding upon Tenant, except for manifest error. E. The "WAGE RATE" is intended to be a substitute comparative index of economic costs and does not necessarily reflect the actual costs of wages or other expenses of operating the Building. The Wage Rate shall be used whether or not the Building is a Class A office building and whether or not Porters are employed in the Building and without regard to whether such employees are members of the Union referred to in paragraph A hereof. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first written above. LANDLORD: TRANSWESTERN LEXINGTON, LLC By: Name: Title: TENANT: FUTURELINK CORP. By: Name: Title: F-2

EXHIBIT G CLEANING SPECIFICATIONS I. GENERAL OFFICE AREAS (TO BE PERFORMED NIGHTLY, MONDAYS TO FRIDAYS, EXCEPT WEEKENDS AND BUILDING HOLIDAYS). o Sweep all applicable floors using chemically treated dust mops. Damp mop as necessary. o All carpeted areas and rugs to be vacuumed cleaned once per week and carpet swept nightly as necessary. o Hand dust with treated cloth and wipe clean all office furniture including desks, chairs, fixtures, file cabinets, window sills and radiator enclosures. Cleaning service shall not disturb paper on desks, file cabinets or other surfaces. o Dust all door and other ventilating louvers, damp wipe as necessary. o Wipe telephone receivers and mouthpieces clean with a disinfectant cleaner or damp cloth. o Collect and remove wastepaper, cardboard boxes (which must be left by the freight elevator marked TRASH). Any bulk rubbish will be considered EXTRA TRASH, the cleaning staff will not remove such items. Please call the Management Office to remove it at a cost to your company. o Remove all gum and foreign matter on sight. o Clean all water fountains and water coolers with germicidal cleanser and polish o Remove all fingerprints and smudges from private entrance doors, light switches and doorways. o Turn off all lights and lock all doors upon completion of cleaning leaving the premises in orderly condition, unless Tenant is still in the space. II. BASE BUILDING LAVATORIES (TO BE PERFORMED NIGHTLY, MONDAYS TO FRIDAYS, EXCEPT WEEKENDS AND BUILDING HOLIDAYS) o Scour, wash and disinfect all basins, pipes, bowls, urinals, toilet seats (both sides) and tile walls. o Sweep and wet mop nightly with a disinfectant all lavatory floors. o Wash and polish all mirrors, powder shelves, bright work, and enameled surfaces in all lavatories. o Hand dust and clean, washing where necessary, all partitions, dispensers and receptacles. o Empty, clean and disinfect sanitary disposal receptacles. o Fill all toilet tissue holders; soap dispensers and paper towel dispensers. o Remove fingerprint marks and scuff marks from painted and/or vinyl surfaces. o Machine scrub floors as necessary, but not less than once each month. o Clean and wash all lavatory partition walls and enamel surfaces once every month. o Hand dust clean and wash all tile walls and ceilings once each month or more if necessary. o Dust exterior of lighting fixtures monthly. o Furnish and install urinal screens.

G-1

III. GENERAL OFFICE AREAS - QUARTERLY CLEANING o Vacuum and dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly cleaning. o Vacuum and dust all vertical surfaces such as walls, partitions, doors, bucks, ventilating and air conditioning louvers, grills, high moldings and other surfaces not reached in nightly cleaning. o Dust all overhead pipes, sprinklers, ventilating and ducts not reached in nightly cleaning. IV. EXTERMINATING SERVICES o All public areas, including public lobbies, hallways, restrooms, basement, mechanical equipment rooms, electrical and telephone closets, Loading Dock/Freight Entrance and Stairwells are to be kept under pest control treatment once per month. V. PUBLIC HALLWAYS AND STAIRS o Clean all elevator doors, saddles, buttons, indicators and light fixtures. o Remove finger marks from painted/wallpapered/marble/wood and/or vinyl surfaces daily, dust and clean walls and doors. o Vacuum carpeted areas nightly. o Wash buff and apply sealer and finishers as required to non-carpeted floors. Machine scrub and reapply finish or sealer once every two months. o Check all stairways throughout building; sweep and mop weekly or as often as necessary or as requested by Agent. o High dust stairwell, lighting, sprinkler piping, electrical conduits, walls and stair railings on a monthly basis or as needed or requested by agent. o Wash stairway walls annually. o Shampoo all public hallway carpeting quarterly using the steam extraction method. Spot clean same as necessary. The following are not included in the above mentioned base building cleaning: o ALL PRIVATE RESTROOMS/SHOWER ROOMS - CLEANING AND PAPER SUPPLIES o KITCHEN SINK, DISHES, COUNTER TOPS, ETC. - CLEANING AND PAPER SUPPLIES G-2

EXHIBIT 10.50

FUTURELINK CORP. MICROSOFT CORPORATION SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT JUNE 29, 2000

FUTURELINK CORP. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Agreement is made as of June 29, 2000, by and between FutureLink, Inc., a Delaware corporation (the "Company"), and Microsoft Corporation, a Washington corporation (the "Purchaser"). RECITALS A. On June 28, 2000, the Company and the Purchaser entered into a Commercial Agreement (the "Commercial Agreement"), a copy of which is attached hereto as Exhibit A; B. The Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, shares of the Company's Series A 8% Convertible Redeemable Preferred Stock convertible into the Company's Common Stock (the "Common Stock"), on the terms and conditions set forth in the Certificate of Designation of Series A Convertible Preferred Stock in the form attached as Exhibit C (the "Designation") and to grant to Purchaser a Preferred Stock Purchase Warrant (the "Warrant") in the form attached as Exhibit B; NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENTS SECTION 1 AUTHORIZATION AND SALE OF THE SHARES 1.1 AUTHORIZATION OF THE SHARES; WARRANT. (a) The Company has authorized, or before the Closing (as defined in Section 2.1 below) will have authorized, a new series of preferred stock, designated Series A 8% Convertible Preferred Stock (the "Series A Preferred Stock"), such Series having the rights, preferences and privileges provided for in the Designation. Without limiting the generality of the foregoing, the Company and the Purchaser hereby agree that the dividend payable by the Company with respect to the Series A Preferred is payable in accordance with Section 3 of the Designation attached hereto as Exhibit C. (b) In addition, prior to the Closing, the Company will have authorized the issuance and sale to the Purchaser of an aggregate of One Million Four Hundred Twenty-Eight Thousand Five Hundred Seventy One (1,428,571) shares (the "Shares") of the Series A Preferred Stock and the Warrant, which shall entitle the holder thereof to purchase One Million One Hundred Forty-Two Thousand Eight Hundred Fifty-Seven (1,142,857) shares of Preferred Stock at an exercise price of Seven Dollars ($7.00) per share, for an aggregate purchase price of Ten Million Dollars ($10,000,000) (the "Purchase Price").

1.2 SALE OF SHARES AND WARRANT. Subject to the terms and conditions hereof, at the Closing specified in Section 2.1 below, the Company will issue and sell the Shares and the Warrant to the Purchaser, and the Purchaser will purchase such Shares and the Warrant from the Company. The Common Stock of the Company issued or issuable upon conversion of the Shares, including all shares of Common Stock issuable in the event the Company pays dividends on the Shares in additional shares of Series A Preferred Stock or Common Stock, or the exercise or conversion of the Warrant is referred to as the "Conversion Stock." The Shares, the Conversion Stock and any other securities issued or issuable in respect of the Shares are sometimes collectively referred to as the "Securities." SECTION 2 CLOSING DATE; DELIVERY 2.1 CLOSING DATE. The purchase and sale of the Shares and the Warrant shall occur at a closing (the "Closing") to be held at such time as shall be designated by the Company by written notice and agreed to by the Purchaser (the "Closing Date"). The Closing will take place at the offices of the Purchaser in Redmond, Washington or at such other place as agreed to by the Purchaser and the Company. 2.2 DELIVERY. At the Closing, the Company shall deliver to the Purchaser a certificate, registered in Purchaser's name and representing the Shares, and the Warrant against delivery to the Company of a check or wire transfer payable to the order of the Company in the amount of Ten Million Dollars ($10,000,000). The Shares shall be delivered free of any claims or liens or encumbrances. SECTION 3 COMPANY REPRESENTATIONS AND WARRANTIES Except as disclosed in (a) the Schedule of Exceptions to the representations and warranties of the Company attached hereto as Exhibit D, with respect to the sections referenced therein, (b) with respect to Sections 3.63.14 only, the Financial Statements (as defined herein), (c) with respect to Sections 3.6-3.14 only any filings made by the Company with the Securities and Exchange Commission (the "SEC Filings"), or (d) with respect to Sections 3.6-3.14 only, the SEC Reports (as defined herein), the Company represents and warrants to the Purchaser as set forth in this Section 3. 3.1 ORGANIZATION AND STANDING. Each of the Company and its subsidiaries (i) is a corporation duly organized and validly existing under the laws of its respective jurisdiction of incorporation and is in good standing as a domestic corporation under the laws of said state, (ii) has all requisite corporate power and authority to own and lease its properties and to conduct its business as presently conducted, and, (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified does not and is not reasonably expected to (x) individually or in the aggregate, have a material adverse effect on the properties, business, results of operations, condition (financial or -2-

otherwise), affairs or prospects of the Company and its subsidiaries, taken as a whole, (y) interfere with or impair the Company's ability to perform its obligations under this Agreement, the Commercial Agreement or the Warrant, or (z) interfere with or prevent the consummation of any of the transactions contemplated by said instruments (any of the events set forth in clauses (x), (y) or (z), a "Material Adverse Effect"). 3.2 CORPORATE POWER. The Company has all requisite legal and corporate power to execute and deliver this Agreement and the Commercial Agreement, to sell and issue the Shares and the Warrant hereunder, to issue the Conversion Stock issuable upon conversion of the Shares and exercise or conversion of the Warrant, and to carry out and perform its obligations under the terms of this Agreement. 3.3 CAPITALIZATION. The authorized capital stock of the Company upon the filing of the Designation with the Secretary of State of the State of Delaware will consist of (a) 300,000,000 shares of Common Stock, of which 61,560,666 shares were issued and outstanding as of June 26, 2000, and (b) 20,000,000 shares of Preferred Stock of which 2,571,428 shares have been designated Series A Preferred, 1,428,571 of which will be sold to the Purchaser at the Closing. All of the outstanding shares of Common Stock have been, and all of the shares of Series A Preferred Stock, when issued and sold at the Closing will be, validly issued, fully paid and nonassessable, free of any liens or encumbrances. The Series A Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Designation. No subscription, warrant, option or other right to purchase or acquire any shares of any class of capital stock of the Company or securities convertible into or exchangeable for such capital stock are outstanding other than as set forth in the Schedule of Exceptions. 3.4 AUTHORIZATION. The execution, delivery and performance of this Agreement, the Commercial Agreement and the Warrant by the Company have been duly authorized by all requisite corporate action. This Agreement, the Commercial Agreement, the Investor Rights Agreement (defined below) and the Warrant constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and rules of law governing specific performance, injunctive relief or other equitable remedies. The issuance and sale of the Shares will not give rise to any preemptive rights or rights of first refusal on behalf of any person in existence on the date hereof. 3.5 CONVERSION STOCK. The Conversion Stock (i) has been duly and validly reserved for issuance, (ii) is not subject to preemptive or any other similar rights of stockholders of the Company, and (iii) when issued in accordance with the terms of the Designation or the Warrant, will be validly issued and outstanding, fully paid and nonassessable, and free of any liens or encumbrances, other than liens or encumbrances created by or imposed upon the holders through no action of the Company. 3.6 ACCURACY OF REPORTS. All reports (the "SEC Reports") required to be filed by the Company during the period from January 1, 1999 to the date of this Agreement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), have been duly filed, complied in all material respects with the Exchange Act and the requirements of their respective -3-

forms (as of their respective filing dates), were complete and correct in all material respects as of the dates at which the information was furnished, and none contained (as of their respective dates of filing) any untrue statement of a material fact nor omitted to state a material fact necessary in order to make the statements made therein, in light of the circumstances in which made, not misleading. Except to the extent that information contained in any SEC Report has been revised or superseded by a later filed SEC Report, none of the SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.7 FINANCIAL STATEMENTS AND CHANGES. Since January 1, 1998, the financial statements of the Company included in the SEC Reports (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cash flows (or changes in financial position prior to the approval of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 95) for the periods then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year end audit adjustments). Except as set forth in the filed SEC Reports, neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which could reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed herein, in the Financial Statements, the SEC Filings, the SEC Reports or the Schedule of Exceptions, since January 1, 1999, there has not been: (a) Any material change in the assets, liabilities, financial condition, business or results of operations of the Company from that reflected in the Financial Statements except changes in the ordinary course of business which do not, either in any individual case or in the aggregate, constitute a Material Adverse Effect; (b) Any change in the contingent obligations of the Company, whether by way of guaranty, endorsement, indemnity, warranty or otherwise, except such changes as do not, either individually or in the aggregate, constitute a Material Adverse Effect; (c) Any damage, destruction or loss, whether or not covered by insurance, which could reasonably be expected to have a Material Adverse Effect; (d) Any declaration or payment of any dividend or other distribution of the assets or securities of the Company in respect of outstanding Common Stock; or -4-

(e) Any other event or condition of any character that has materially and adversely affected, or that could reasonably be expected to have a Material Adverse Effect. 3.8 NO CONFLICT. The provisions of the Designation do not constitute any violation, or conflict with or constitute a default under, any indenture, mortgage, deed of trust or other agreement, instrument, court order, judgment, decree, statute, rule or regulation (each a "Term" and collectively the "Terms") to which the Company is a party or by which it is bound, subject to such exceptions as would not have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Commercial Agreement, the issuance of the Securities pursuant to the terms hereof and the performance of the Company's obligations hereunder and thereunder (i) will not result in any violation or be in conflict with or constitute a default under any Term, (ii) will not result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such Term, and (iii) will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over the Company or any of its assets or properties, subject to such exceptions as would not have a Material Adverse Effect. 3.9 GOVERNMENTAL CONSENTS. No consent, approval or authorization of, or designation, declaration or filing with, any Federal or state governmental authority in the United States is required on the part of the Company in connection with the valid execution and delivery of this Agreement and the Commercial Agreement, the offer, sale or the issuance of the Securities or the consummation of any other transaction contemplated hereby, except (i) the filing of the Designation in the office of the State of Delaware, which will be completed prior to the Closing, (ii) if required, qualifications or filings in connection with exemptions under any applicable state "blue sky" laws and Federal securities laws, which qualifications or exemptions, if required, will have been obtained and will be effective on the Closing Date, or will be obtained or filed after the Closing Date within the prescribed time in order to secure such exemptions or qualifications, and (iii) where the failure to obtain any required consent, approval, authorization or designation or to make any required declaration or filing does not and is not reasonably expected to have a Material Adverse Effect. 3.10 PATENTS, TRADEMARKS, ETC. The Company, to the best of its knowledge, owns or has the right, or prior to the Closing will own or have the right, to use all patents, trademarks, service marks, trade names, copyrights, licenses and rights necessary to its business as now conducted, and, to the best of its knowledge, is not infringing upon any person under or with respect to any of the foregoing. The Company has not received any written communications alleging that the Company has violated any patent, trademark, service mark, trade name, copyright or trade secret or other proprietary right of any other person or entity, subject to such exceptions as would not have a Material Adverse Effect. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with the Company's employment of such employees. Neither the execution nor delivery of this Agreement or the Commercial Agreement, nor the carrying on of the Company's business by the employees of the Company will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, -5-

any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is necessary to utilize any inventions of any of its employees made prior to their employment by the Company, other than those inventions for which the intellectual property relating thereto previously has been assigned to the Company. 3.11 LITIGATION. There is no suit, action or proceeding pending or affecting the Company or any of its subsidiaries that, individually or in the aggregate, could have a Material Adverse Effect, nor is there any judgment, decree, injunction, rule or order of any governmental entity or arbitrator outstanding against the Company or any of its subsidiaries having, or which, could reasonably be expected to have, any such effect. 3.12 COMPLIANCE WITH LAWS. The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which could reasonably be expected to have a Material Adverse Effect. 3.13 OFFERING OF SECURITIES. Neither the Company nor any person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require, under the Securities Act of 1933, as amended (the "Securities Act"), the integration of such offering with the offering and sale of the Securities) which might subject the offering, issuance or sale of the Securities to the registration requirements of Section 5 of the Securities Act. 3.14 NO MATERIAL ADVERSE EFFECT. Since the date of the most recent audited balance sheet of the Company contained in the SEC Reports, there has been no event or condition resulting in a Material Adverse Effect on the Company. SECTION 4 PURCHASER REPRESENTATIONS AND WARRANTIES AND RESTRICTIONS ON TRANSFER IMPOSED BY THE SECURITIES ACT Except as disclosed in the Schedule of Exceptions to Representations and Warranties of the Purchaser attached hereto as Exhibit D-1, the Purchaser represents and warrants to the Company with respect to the Shares, as follows: 4.1 INVESTMENT INTENT. (a) Purchaser has substantial experience in business and financial matters and is capable of evaluating the merits and risks of its investment in the Company and is able to bear the economic risks of its investment. (b) Purchaser is an "accredited investor" as defined in Rule 501(a)(3) of Regulation D of the Securities Act. (c) Purchaser is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. Purchaser -6-

understands that the Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. (d) Purchaser acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act ("Rule 144") which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction" or in a transaction directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations. 4.2 CORPORATE POWER. Purchaser has all requisite legal and corporate power to execute and deliver this Agreement and the Commercial Agreement and to carry out and perform its obligations under the terms of this Agreement and the Commercial Agreement. 4.3 AUTHORIZATION. The execution, delivery and performance of this Agreement and the Commercial Agreement by the Purchaser has been duly authorized by all requisite corporate action, and this Agreement and the Commercial Agreement constitutes valid and binding obligations of Purchaser enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and rules of law governing specific performance, injunctive relief or other equitable remedies. 4.4 GOVERNMENTAL CONSENTS. No consent, approval or authorization of, or designation, declaration or filing with, any federal or state governmental authority in the United States is required on the part of Purchaser in connection with the valid execution and delivery of this Agreement and the Commercial Agreement or the consummation of any other transaction contemplated hereby or thereby, except for such filings as may be required under the Exchange Act and the related rules and regulations thereunder subsequent to the issuance of the Shares. SECTION 5 CONDITIONS TO CLOSING 5.1 CONDITIONS TO PURCHASER'S OBLIGATIONS. The obligation of the Purchaser to purchase the Shares at the Closing is subject to the fulfillment to the reasonable satisfaction of the Purchaser on or prior to the Closing Date of the following conditions any of which may be waived in whole or in part by the Purchaser: (a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date; -7-

(b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects; (c) The Purchaser shall have received from Paul, Hastings, Janofsky & Walker, counsel to the Company, an opinion addressed to the Purchaser, dated the Closing Date, in substantially the form attached hereto as Exhibit E; (d) The Company shall have delivered to the Purchaser a certificate, executed on the Company's behalf by the Chief Executive Officer or Chief Financial Officer of the Company, dated the Closing Date and certifying to the fulfillment of the conditions specified in paragraphs (a) and (b) of this Section 5.1 in the form attached hereto as Exhibit F; (e) The Company shall have entered into the Commercial Agreement in substantially the form attached hereto as Exhibit A; (f) The Company shall have executed and delivered to Purchaser the Warrant substantially in the form attached hereto as Exhibit B; (g) The Company shall have entered into the Investor Rights Agreement with Purchaser dated the date hereof in substantially the form attached hereto as Exhibit G (the "Investor Rights Agreement"); (h) The Company shall have obtained all necessary state "blue sky" law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Securities; (i) The Designation shall have been filed with and accepted by the Delaware Secretary of State; (j) All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been approved by counsel to the Purchaser; and (k) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed applicable to the proposed transactions by any legislature, administrative agency, court or other governmental authority which would make consummation of the proposed transactions pursuant to this Agreement illegal or render the Company or the Purchaser unable to consummate the proposed transactions nor shall there have been filed any proceeding in a court of competent jurisdiction seeking to enjoin or restrain the transactions contemplated by this Agreement. (l) The Company shall have delivered to Purchaser waivers or consents from all governmental authorities or other parties necessary to consummation of the transactions contemplated hereby, including waivers of those rights of third parties described in Section 3.4 of the Schedule of Exceptions of Company, in a form reasonably acceptable to Purchaser. -8-

(m) The Shares and Conversion Stock shall be free of any claims or liens or encumbrances. 5.2 CONDITIONS TO COMPANY'S OBLIGATIONS. The Company's obligation to sell and issue the Shares to the Purchaser at the Closing is subject to the fulfillment to the Company's reasonable satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Company: (a) The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date; (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects; (c) The Purchaser shall have delivered to the Company a certificate executed on the Purchaser's behalf by an executive officer of the Purchaser, dated as of the Closing Date and certifying to the fulfillment of the conditions specified in paragraphs (a) and (b) of this Section 5.2 in the form attached hereto as Exhibit H; (d) The Purchaser shall have entered into the Commercial Agreement in substantially the form attached hereto as Exhibit A; (e) The Designation shall have been filed with the Delaware Secretary of State; (f) All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been approved by counsel to the Company which approval will not be unreasonably withheld or delayed; and (g) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, promulgated or issued or deemed applicable to the proposed transactions by any legislature, administrative agency, court or other governmental authority which would make consummation of the proposed transactions pursuant to this Agreement illegal or render the Company or the Purchaser unable to consummate the proposed transactions nor shall there have been filed any proceeding in a court of competent jurisdiction seeking to enjoin or restrain the transactions contemplated by this Agreement. SECTION 6 COVENANTS 6.1 REASONABLE BEST EFFORTS. Subject to the terms and conditions provided in this Agreement, each of the parties hereto shall use commercially reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make -9-

effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement. 6.2 ADDITIONAL DOCUMENTS AND FURTHER ASSURANCES. Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. SECTION 7 MISCELLANEOUS 7.1 PUBLIC ANNOUNCEMENTS. The Company shall obtain the consent of the Purchaser and the Purchaser shall obtain the consent of the Company prior to any public announcement relating to this Agreement, provided that the Company shall be permitted to make any public announcement which is required pursuant to the Securities Act or the Exchange Act or the rules or regulations thereunder; provided, however, that the Company shall, upon Purchaser's request, seek confidential treatment of such materials or information that the Purchaser may reasonably designate. 7.2 FINDER'S FEE. (a) The Company (i) represents and warrants that the Company has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (ii) hereby agrees to indemnify and to hold the Purchaser harmless of and from any liability for commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Company, or any of its employees or representatives, is responsible. (b) The Purchaser (i) represents and warrants that the Purchaser has retained no finder or broker in connection with the transactions contemplated by this Agreement, and (ii) hereby agrees to indemnify and to hold the Company harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser, or any of its employees or representatives, is responsible. 7.3 DELAYS OR OMISSIONS. No delay or omission to exercise any right, power or remedy accruing to the Company or the Purchaser, upon any breach or default under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character by the Company or the Purchaser of any breach or default under this Agreement, or any waiver by the Company or the Purchaser of any provisions or -10-

conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in writing, and all remedies, either under this Agreement, or by law or otherwise afforded to the Company or the Purchaser, shall be cumulative and not alternative. 7.4 WAIVERS AND AMENDMENTS. The obligations and rights of the Company and the Purchaser under this Agreement may be waived or this Agreement may be amended upon the written consent of the Company and the Purchaser. This Agreement and the provisions hereof may not be waived or amended except pursuant to a written instrument signed by the required party or parties as aforesaid. 7.5 SEVERABILITY. In the event that any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 7.6 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Purchaser and the Company and shall survive the Closing of the transactions contemplated hereby for a period of one year. 7.7 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 7.8 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be delivered (i) personally, (ii) by facsimile transmission with written confirmation (other than the automatic confirmation that is received from the recipient's facsimile machine) of receipt by the recipient of such notice, or (iii) by a nationally recognized overnight courier, in each case with all delivery or postal charges pre-paid. Notices shall be addressed (i) if to the Purchaser, at the Purchaser's address as set forth on the signature page of this Agreement, Attention: Chief Financial Officer and Deputy General Counsel, Finance and Operations, (Fax (425) 936-7329), with a copy to Richard Dodd at Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue, Seattle, WA 981047078 (Fax (206) 623-7022), (ii) if to any permitted transferee of Series A Preferred hereunder, then to Purchaser's address or such other address as the transferee shall furnish to the Company in writing pursuant to the provisions hereof, or (iii) if to the Company, at the Company's address set forth on the signature page of this Agreement, Attention: Chief Financial Officer and General Counsel (Fax (215) 658-1872), with copy to the attention of Thomas Pollock, Paul, Hasting, Janofsky & Walker, 345 California Street, San Francisco, CA 94104-2635 (Fax (415) 217-5333) or at such other address as the Company shall have furnished to the Purchaser (or transferees, as aforesaid) in writing. Each such notice or communication, addressed and posted as aforesaid, shall for all purposes of this Agreement be treated as effective or having been given (i) when delivered, if delivered personally, (ii) the business day on which the notice or communication is sent, if delivered by facsimile transmission as provided above, or (iii) upon the earlier of its receipt or two (2) business days after the business day of deposit with a nationally recognized overnight courier, if delivered by such means. -11-

7.9 ENTIRE AGREEMENT. This Agreement, the Commercial Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and supersede any and all prior agreements and understandings among the parties. 7.10 GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington as they apply to contracts entered into and wholly to be performed within such state, and without reference to its principles of conflicts of law or choice of law. 7.11 EXPENSES. The Company and the Purchaser shall each bear all expenses that such respective party has incurred or incurs in connection with this Agreement and the transactions contemplated hereby, and any amendments or waivers hereto. 7.12 ATTORNEYS' FEES. In the event of any litigation in a court of competent jurisdiction arising in connection with this Agreement and the transactions contemplated hereby, the prevailing party in judgment shall be entitled to recover reasonable legal fees and costs in connection with such action including any appeals. 7.13 TITLES AND SUBTITLES. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 7.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument. -12-

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above. COMPANY FUTURELINK CORP., a Delaware corporation
By: /s/ PHILIP R. LADOUCEUR ------------------------------------Name: Philip R. Ladouceur ----------------------------------Title: Chairman and CEO ----------------------------------

Address: 6 Morgan, Suite 100 Irvine, CA 92618 PURCHASER MICROSOFT CORPORATION, a Washington corporation
By: /s/ AMAR NEHRU ------------------------------------Amar Nehru Vice President, Corporate Development

Address: One Microsoft Way Redmond, WA 98052 -13-

EXHIBITS
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B C D D-1 E F G H Commercial Agreement Form of Warrant Certificate of Designation of Series A Convertible Preferred Stock Schedule of Exceptions Schedule of Purchaser Exceptions Legal Opinion of Paul, Hastings, Janofsky & Walker Form of FutureLink Compliance Certificate Form of Investor Rights Agreement Form of Purchaser Compliance Certificate

-14-

EXHIBIT D-1 Schedule of Purchaser Exceptions Such filings as maybe required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and similar filings required by the merger notification or control laws of any applicable jurisdiction upon the exercise of the Warrant. -15-

EXHIBIT 10.51 FUTURELINK DISTRIBUTION CORP. DEBENTURE AND WARRANT PURCHASE AGREEMENT THIS DEBENTURE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made and entered into as of March 2, 1999, by and between FUTURELINK DISTRIBUTION CORP., a Colorado corporation ("Seller") and AUGUSTINE FUND, LP, an Illinois corporation ("Buyer"), with respect to the following facts: A) Seller desires to sell to the Buyer, and Buyer desires to purchase from the Seller up to $500,000 of a 8% Convertible Debenture (the "Debentures") for the Common Stock of the Seller at an exercise price per share equal to the lesser of 80% of the average of the closing price of the Common Stock of the Seller as quoted on the NASD Electronic Bulletin Board for the three trading days prior to i) the Initial Funding Date or ii) the Conversion Date; and B) $50,000 of Warrants to purchase shares of the Seller's Common Stock (the "Warrants") at an exercise price per share equal to the average of the closing price of the Common Stock of the Seller as quoted on the NASD Electronic Bulletin Board for the three trading days prior to the Initial Funding Date (as hereinafter defined), in the form of Exhibits A and B hereto, respectively, (collectively, the "Securities"), upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the foregoing facts and the mutual covenants and agreements contained herein, the parties hereby agree as follows: 1. PURCHASE AND SALE OF SECURITIES. Seller hereby sells the Securities to Buyer, and Buyer hereby purchases the Securities from Seller. Seller is acquiring the Securities as Nominee and intends to resell the Securities to its customers. 2. PURCHASE PRICE. The total purchase price (the "Purchase Price") for the Securities shall be up to Five Hundred Thousand Dollars ($500,000), payable in cash in accordance with the terms, conditions and procedures set forth herein. 3. TRANSFER OF SECURITIES AND DELIVERY OF PURCHASE PRICE. 3.1 a) On the Initial Funding Date, the Buyer will advance Five Hundred Thousand Dollars ($500,000) which is to be used for working capital; provided that; i. The Seller shall file with the United States Securities and Exchange Commission (the "SEC") within 45 days of the Initial Funding Date: (A) an appropriate form to register its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Securities Act"), and (B) the registration statement described

in Section 6 below to register for resale under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a portion of the shares of Common Stock issuable upon conversion or exercise of the Securities. The amount advanced shall be represented by a Debenture(s) in the form of Exhibit A hereto for the amount advanced; provided that Debentures, at the Buyer's request may be issued in amounts of One Hundred Thousand Dollars ($100,000) or multiples thereof, whether issued at the Initial Funding Date of any Subsequent Funding Date. The Seller shall also deliver to the Buyer on the Initial Funding Date, the Warrants in the form of Exhibit B hereto. 3.2 On the Initial Funding Date, Seller shall issue to the Buyer, for Buyer's own account, $50,000 of Warrants of the Seller exercisable at a per share price equal to the average of the closing price of the Common Stock of the Seller as quoted on the NASD Electronic Bulletin Board for the three trading days prior to the Initial Funding Date, in the form of Exhibit B hereto. 3.3 On the Initial Funding Date, the Seller and the Buyer shall enter into the Escrow Agreement in the form of Exhibit C hereto, with Brobeck Phleger & Harrision LLP as Escrow Agent. 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby represents and warrants to the Buyers as follows: 4.1 Any Common Stock of Seller issuable upon conversion of or as payment of interest pursuant to the Debentures and the exercise of the Warrants will be duly and validly issued fully paid and nonassessable Common Stock of the Seller. 4.2 The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. The Seller has full corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Seller is duly qualified to do business as a foreign corporation in each jurisdiction to which the failure to be so qualified could have a material adverse effect on the Seller. 4.3 The Seller has and will have at the Initial Date, all required legal and corporate power and authority to execute and deliver this Agreement and the Exhibits hereto, to sell and issue the Securities and all Common Stock underlying the Securities hereunder, and to carry out and perform its obligations under the terms of the Agreement and the Exhibits hereto.

4.4 The authorized capital stock of the Seller consists of (a) 100,000,000 shares of Common Stock, par value $.0001 per share, of which 29,300,318 shall be issued and outstanding as of the Initial Funding Date and, (b) 5,000,000 shares of Preferred Stock, no par value per share, none of which are issued and outstanding immediately prior to the Initial Funding Date. 4.5 All corporate action on the part of the Seller, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Exhibits hereto, the authorization, sale, issuance and delivery of the Securities and all underlying Common Stock and the performance of all of the Seller's obligations hereunder and under each of the Exhibits hereto shall be duly taken by the Seller. This Agreement, when executed and delivered by the Seller, constitutes and each of the Exhibits thereto shall, when executed and delivered, constitute, a valid and binding obligation of the Seller, enforceable in accordance with their terms except for bankruptcy and equitable remedies. The Common Stock when issued in compliance with the Securities shall be validly issued, fully paid and non-assessable. The Securities are free of any liens, claims or encumbrances; provided, however, that they will be subject to restrictions on transfer under applicable state and/or federal securities laws as set forth herein. The issuance of the Securities will not be subject to any preemptive rights or rights of first refusal, or result in any default of, or conflict with, the Articles of Incorporation or Bylaws of the Seller, any contract or agreement to which the Seller is a party or by which it is bound of any other obligation or commitment of the Seller. 4.6 The Seller has delivered to the Buyer the reviewed balance sheet and statements of operations and cash flows of the Seller as of and for the period ended September 30, 1998 (the "Financial Statements"). The Financial Statements are complete and correct and have been prepared in accordance with the books and records of the Seller on a consistent basis. The Financial Statements accurately set out, present fairly and describe the consolidated financial condition and operating results of the Seller as of the dates, and during the periods, indicated therein. 4.7 The Seller has no liabilities or obligations of any kind, absolute, contingent or otherwise, except (a) the liabilities and obligations set forth in the Financial Statements, (b) liabilities and obligations which have been incurred subsequent to September 30, 1998, in the ordinary course of business and consistent with past practice. 4.8 The Seller has good and marketable title to its properties and assets, and has good title to all it leasehold forecasts, in each case subject to no lien, claim or encumbrance other than (a) the lien

of current taxes not yet due and payable, (b) possible minor liens and encumbrances which do not in any case or in the aggregate materially detract from the value of the property subject thereto or materially impair the operations of the Seller, and which have not arisen otherwise than in the ordinary course of business. The assets and properties of the Seller are adequate to conduct the operations currently conducted and proposed to be conducted by it. The Seller enjoys peaceful and undisturbed possession under all leases under which it is operating, and all said leases are valid and subsisting and in full force and effect. The leasehold improvements of the Seller and all of their tangible personal property, machinery, equipment, fixtures and inventories used in the ordinary course of business are in good repair and in good operating condition, reasonable wear and tear excluded. 4.9 The Seller is not in violation of any term of its Articles of Incorporation or Bylaws, or of any material term or provision of any mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree, including without limitation any Material Contract. The Seller is in compliance with all judgments, decrees, governmental orders, laws, statutes, rules and regulations by which it is bound or to which it or any of its properties or assets is subject, except where the failure to comply would not have a material adverse effect on the Seller. The Seller has all permits, licenses, franchises and authorizations (collectively, the "License") which are required by law and/or necessary to operate its business as conducted or proposed to be conducted, except where the failure to have any such License would not have a material adverse effect on the Seller. All such Licenses were validly issued and are in full force and effect. The Seller is in compliance in all material respect with all of its Licenses and no suspension, revocation or termination of any License is pending or, to the knowledge of the Seller, thereafter. The execution, delivery and performance of and compliance with this Agreement and the Exhibits thereto, and the issuance of the Securities have not resulted and will not result in any violation of, or conflict with, or constitute a material default under, (a) the Articles of Incorporation or Bylaws of the Seller or (b) assuming the accuracy of the representations and warranties of the Seller set forth in hereto, any applicable law, statute, rule, regulation or License, or (c) any agreement, contract, franchise or instrument to which the Seller is a party, and has not resulted and will not result in the creation of, any Lien upon any of the properties or assets of the Seller. 4.10 The Seller has good and marketable titles to, or valid and continuing rights and licenses to use, all patents, patent rights, trade secrets, trademarks, trademark rights, service marks, trade names, copyrights, franchises, licenses, permits, inventions, customer lists, and all rights with respect to the foregoing, which are necessary for the operation of its business as presently conducted and now proposed to be operated (collectively, the "Intangible Property"). To the Seller's knowledge, the conduct of business of the Seller as now operated and as now proposed to be operated does not and will not conflict with any valid intellectual property right of others. The Seller has not received any notices of any claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party or that it is illegally or otherwise using the trade secrets or any

property rights of others. The Seller has no knowledge that any licensor of it has any disputes with or claims against any third party for infringements by such third party of any trade name or other Intangible Property. 4.11 There are no actions, suits, proceedings or investigations pending against the Seller or its properties before any court or governmental agency (nor, to the best of the Seller's knowledge, is there any reasonable basis therefore or threat thereof) that has not been disclosed to the Buyer. 4.12 To the best of the Seller's knowledge, no employee of the Seller is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with Seller. 4.13 All agreements material to the business of the Seller ("Material Contracts") are valid, binding and in full force and effect in all material respects. The Seller and, to the best of the Seller's knowledge, each other party to a Material Contract have in all material respects performed all the obligations required to be performed by them, have received no notice of default under any Material Contract. 4.14 The Seller: (a) has accurately prepared and timely filed all tax returns that are required to have been filed by it with all appropriate federal, state, country and local governmental agencies (and all such returns fairly reflect the Seller's operations for tax purposes); and (b) has paid in full or made adequate provision on the financial Statements for the payment of all taxes. 4.15 None of this Agreement (including the Exhibits hereto), any instruments, certificate or report furnished to the Shareholder when read together, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they are made, not misleading. The Seller knows of no information or fact that has and/or could have a material adverse effect on it that has not been disclosed to the Buyer.

5. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE BUYER. The Buyer hereby represents and warrants to and covenants and agrees with the Seller the following: 5.1 The Buyer has the full power and authority to execute, deliver and perform this Agreement. This Agreement when executed and delivered by the Buyer will constitute a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms except for bankruptcy and equitable remedies. 5.2 This Agreement is made with the Buyer in reliance upon such Buyer's representation to the Company, which by such Buyer's execution of this Agreement such Buyer hereby confirms, that the Securities to be purchased by such Buyer and the Common Stock issuable upon conversion of the Debenture or upon exercise of the Warrant will be acquired for investment for such Buyer's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Buyer further represents that such Buyer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities to be purchased by such Buyer and the Common Stock issuable upon conversion of the Debenure or upon exercise of the Warrant. The Buyer has not been formed for the specific purpose of acquiring the Debenture or the Warrant. 5.3 The Buyer understands that the Debenture and the Warrant are not, and any Common Stock acquired on conversion of the Debenture or upon exercise of the Warrant at the time of issuance may not be, registered under the Securities Act. 5.4 The Buyer represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of the Company. 5.5 The Buyer is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Buyer is able to bear the economic risk of this investment, and has such knowledge and experience in financial and business matters that such Buyer is capable of evaluating the merits and risks of the investment in the securities to be purchased hereunder. The Buyer is purchasing the Securities pursuant to this Agreement for investment purposes for its own account and not

with a view to, or for resale in connection with, any distribution thereof, within the meaning of Section 2(11) of the Securities Act. 5.6 The Buyer understands that the Debenture and the Warrant and any Common Stock issued upon conversion of the Debenture or upon exercise of the Warrant are characterized as "restricted securities" under applicable U.S. federal and state securities laws. The Buyer understands that the Debenture and the Warrant and Common Stock issuable upon conversion of the Debenture or upon exercise of the Warrant may not be sold except in compliance with the Securities Act and applicable state securities laws. 5.7 The Buyer understands that the Debenture and the Warrant, and any securities issued in respect thereof or exchange therefor, may bear one or both of the following legends. A. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE FEDERAL AND STATE SECURITIES LAWS." B. Any legend required by the blue sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended. 5.8 The Purchase Price to be paid by Buyer to Seller for the Securities has been determined by Buyer as fair and appropriate based solely upon Buyer's independent investigation and due diligence of the Seller, and neither the Seller nor any of its agents, including, without limitation, any of their officers, directors, employees, accountants and attorneys, has made any representations or warranties whatsoever in connection with the sale of the Securities by the Seller to the Buyer, except as specifically set forth herein. The Buyer has had sufficient opportunity in connection with the sale of the Securities to review the Seller's business and affairs (including, without limitation, the Seller's financial statements and other information) and to inquire of the Seller's management with respect thereto. The Buyer has had answered to its satisfaction any questions with respect to the Seller's business and affairs. The Buyer further has had the opportunity to obtain independent financial, legal, accounting, business, tax and other appropriate advice with respect to the transactions contemplated by this Agreement, and is not relying upon the Seller or any of its agents in any manner in connection with same.

5.9 The Buyer has reviewed with his/her or its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Buyer is relying solely on such advisors and not on any statements or representations of the Seller or any of its agents and understands that the Buyer (and not the Seller) shall be responsible for the Buyer's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. 5.10 The Buyer acknowledges that it has had this Agreement and the transactions contemplated by this Agreement reviewed by its own legal counsel. The Buyer is relying solely on such counsel and not on any statements or representations of the Seller or any of its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement. 6. REGISTRATION UNDER THE SECURITIES ACT. 6.1 As soon as possible after the date (but in no case prior to the Initial Funding Date), the Seller will include in an appropriate form of registration statement filed under the Securities Act for resale by the potential holders (the "Buyer") the following shares of Common Stock, but only Common Stock, of the Seller (collectively, the "Securities"); i. One hundred fifty percent (150%) of the shares underlying the Debenture, assuming the aggregate outstanding Principal Sum was Five Hundred Thousand Dollars ($500,000) based on a Conversion Price per share equal to eighty percent of the closing prices for the Common Stock of the Seller for the three trading days prior to the Initial Funding Date; and ii. One hundred percent (100%) of the shares underlying the Warrants to purchase Fifty Thousand Dollars ($50,000) of the Common Stock of the Seller based on an exercise price per share equal to the closing price for the Common Stock of the Seller for the three trading days prior to the Initial Funding Date. 6.2 The Seller shall use its best efforts to cause the registration statement provided for in Section 6.1 hereof to become effective under the Act no later than the ninetieth (90th) day after March 31, 1999. Should the registration statement not become effective on the 90th day after March 31, 1999, then the Seller shall pay to the Buyer a penalty equal to .067 of a percent of the Initial Funding Amount for each day following the 90th day after March 31, 1999, that the registration statement is not effective.

6.3 The following provision of this Section 6 shall also be: i. The Seller shall file the registration statement at its own expense and without charge to the Buyer. The Buyer shall, however, bear the fees of his own counsel and any transfer taxes applicable to the Securities sold by it pursuant thereto. ii. The Seller's agreements with respect to the Securities in this Section 6 shall continue by effect regardless of the conversion and surrender of the Debenture or any exercise of the Warrants or the underlying Common Stock, except for any such underlying Common Stock sold pursuant to a registration statement under the Act or sold pursuant to Rule 144. 7. ENTIRE AGREEMENT. This agreement, and the Exhibits hereto embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supercedes all prior agreements and understandings relating to such subject matter. 8. CHOICE OF LAW AND VENUE. This Agreement shall be governed by and construed under the laws of the State of Delaware, USA, without regard to choice of laws, in force from time to time. Any proceeding arising out of this Agreement shall be brought in Delaware, USA and all parties hereby consent to the jurisdiction of the courts in Delaware. 9. ATTORNEY'S FEES. On the Initial Funding Date, the Seller agrees to pay $2,500.00 to Foley & Lardner, legal counsel to the Buyer. In any action to enforce this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs, including, without limitation, attorneys' fees. 10. PARTIES BOUND. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors, assigns, heirs and legal representatives. 11. NOTICES. Except as otherwise provided herein, all notices, instructions or other communications required or permitted hereunder shall be in writing and sent by registered mail, postage prepaid, addressed as follows: To: FutureLink 300, 250 - 6th Avenue S.W. Calgary, AB, Canada T2P 2T5 Fax: (403) 509-6101 Attention: Mr. Raghu Kilambi Chief Financial Officer

To: Augustine Fund, LP 2182 - 141 West Jackson Boulevard Chicago, IL 60604 Fax: 312-427-5396 Attention: Mr. John T. Porter or such other address, telephone numbers of contact persons as shall be furnished in writing by such party to the other parties hereto. Any such notice, instruction or communication shall be deemed to have been given three (3) business days after the date mailed by registered mail or if sent by fax, upon electronic confirmation or receipt. 12. GENDER. Masculine nouns and pronouns shall include feminine nouns and pronouns. 13. ATTORNEY'S FEES. The Seller agrees to pay all costs and expenses, including without limitation reasonable attorney's fees, which may be incurred by the Buyer in collecting any amount due under the Debenture or in enforcing any of the Buyer's conversion rights as described herein. 14. INDEMNIFICATION. The Seller shall indemnify, defend and hold harmless each holder of Registrable Securities which are included in a registration statement pursuant to the provisions hereof and each of its officers, directors, employees, agents, partners or controlling persons (within the meaning of the Securities Act) (each, an "indemnified party") from and against, and shall reimburse such indemnified party with respect to, any and all claims, suits, demands, causes of action, losses, damages, liabilities, costs or expenses ("Liabilities") to which such indemnified party may become subject under the Securities Act or otherwise, arising from or relating to (a) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or (b) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Seller shall not be liable in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or omission so made in strict conformity with information furnished by such indemnified party in writing specifically for use in a registration statement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
SELLER: FUTURELINK DISTRIBUTION CORP.

By: /s/ R. Kilambi ---------------------------------------------

As: CFO
BUYER: AUGUSTINE FUND, LP

By: /s/ John T. Porter ---------------------------------------------

As: CFO Augustine Capital Management Inc., G.P.

EXHIBIT 10.52 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT. WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK DISTRIBUTION CORP. No. _____ This is to Certify That, FOR VALUE RECEIVED, ____________, or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from FutureLink Distribution Corp., a corporation organized under the laws of the State of Colorado ("Company"), ___________ (________) fully paid, validly issued and nonassessable shares of common stock, $.0001 par value, of the Company ("Common Stock") at a price of $.25 per share at any time or from time to time during the period from [April 29, 1999] until [April 29, 2006], subject to adjustment as set forth herein. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price". This Warrant, together with warrants of like tenor, constituting in the aggregate warrants (the "Warrants") to purchase up to 15,000,000 shares of Common Stock, was originally issued in connection with a private offering of the Company's securities (the "Private Placement") through Commonwealth Associates ("Commonwealth") in consideration for loans evidenced by 8% senior subordinated convertible promissory notes issued in the Private Placement (the "Notes"). (a) EXERCISE OF WARRANT; CANCELLATION OF WARRANT. (1) This Warrant may be exercised in whole or in part at any time or from time to time on or after [April 29], 1999 and until [April 29], 2006 (the "Exercise Period"), subject to the provisions of Section (j)(2) hereof; provided, however, that (i) if either such day is a day on which banking institutions in the State of New York are authorized by law to close, then on the next succeeding day which shall not be such a day, and (ii) in the event of any merger, consolidation or sale of substantially all the assets of the Company as an entirety, resulting in any distribution to the Company's stockholders, prior to [April 29], 2006, the Holder shall have the right to exercise this Warrant commencing at such time through [April 29], 2006 into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of shares of Common Stock into which this Warrant might have been exercisable immediately prior thereto. This Warrant may be exercised by presentation and surrender hereof to the Company at its principal office with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of Warrant

Shares specified in such form. As soon as practicable after each such exercise of the warrants, but not later than seven (7) days following the receipt of good and available funds, the Company shall issue and deliver to the Holder a certificate or certificate for the Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder. Upon receipt by the Company of this Warrant at its office in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be physically delivered to the Holder. (2) At any time during the Exercise Period, the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section (a)(2), by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within seven (7) days following the Exchange Date. In connection with any Warrant Exchange, this Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current market value of a share of Common Stock. Current market value shall have the meaning set forth Section (c) below, except that for purposes hereof, the date of exercise, as used in such Section (c), shall mean the Exchange Date. (b) RESERVATION OF SHARES. The Company shall at all times reserve for issuance and/or delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance and delivery upon exercise of the Warrants. (c) FRACTIONAL SHARES. No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of a share, determined as follows: (1) If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq National Market, the current market value shall be the last reported sale price of the Common Stock on such exchange or market on the last business day prior to the date of exercise of this Warrant or if no such sale is made on such day, the average of the closing bid and asked prices for such day on such exchange or market; or 2

(2) If the Common Stock is not so listed or admitted to unlisted trading privileges, but is traded on the Nasdaq SmallCap Market, the current market value shall be the average of the closing bid and asked prices for such day on such market and if the Common Stock is not so traded, the current market value shall be the mean of the last reported bid and asked prices reported by the NASD Electronic Bulletin Board on the last business day prior to the date of the exercise of this Warrant; or (3) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of the Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. (d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be cancelled. This Warrant may be divided or combined with other warrants which carry the same rights upon presentation hereof at the principal office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone. (e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein. (f) ANTI-DILUTION PROVISIONS. Subject to the provisions of Section l hereof, the Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows: 3

(1) In case the Company shall hereafter (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur. (2) In case the Company shall hereafter fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the "Subscription Price") (or having a conversion price per share) less than the current market price of the Common Stock (as defined in Subsection (8) below) on the record date mentioned below (if on the record date the Company is Public), the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of such issuance by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding on the record date mentioned below and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at such current market price per share of the Common Stock, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on such record date and the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be 4

determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the current market price per share of Common Stock (as defined in Subsection (8) below), less the fair market value (as determined by the Company's Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. (4) In case the Company shall hereafter issue shares of its Common Stock (excluding shares issued (a) in any of the transactions described in Subsection (1) above, (b) upon exercise of options granted to the Company's officers, directors and employees under a plan or plans adopted by the Company's Board of Directors and approved by its shareholders, if such shares would otherwise be included in this Subsection (4), (but only to the extent that the aggregate number of shares excluded hereby and issued after the date hereof, shall not exceed 5% of the Company's Common Stock outstanding at the time of any issuance), (c) upon exercise of options, warrants and convertible debentures outstanding as of the final closing of the Private Placement, or conversion of the Notes or the Warrants, (d) to shareholders of any corporation which merges into the Company in proportion to their stock holdings of such corporation immediately prior to such merger, upon such merger, (e) issued in a private placement through Commonwealth, as placement agent, or upon exercise or conversion of any securities issued in or in connection with such a private placement (including agent, consulting or advisory warrants) or (f) issued in a bona fide public offering pursuant to a firm commitment underwriting, but only if no adjustment is required pursuant to any other specific subsection of this Section (f) (without regard to Subsection (9) below) with respect to the transaction giving rise to such rights) for a consideration per share (the "Offering Price") less than the current market price per share (as defined in Subsection (8) below) on the date the Company fixes the offering price of such additional shares, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares and the number of shares of Common Stock which the aggregate consideration received (determined as provided in Subsection (7) below) for the issuance of such additional shares would purchase at such current market price per share of Common Stock, and the denominator of which shall be the number of shares of Common Stock outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever such an issuance is made. 5

(5) In case the Company shall hereafter issue any securities convertible into or exchangeable for its Common Stock (excluding securities issued in transactions described in Subsections (2) and (3) above) for a consideration per share of Common Stock (the "Conversion Price") initially deliverable upon conversion or exchange of such securities (determined as provided in Subsection (7) below) less than the current market price per share (as defined in Subsection (8) below) in effect immediately prior to the issuance of such, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, the numerator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to the issuance of such securities and the number of shares of Common Stock which the aggregate consideration received (determined as provided in Subsection (7) below) for such securities would purchase at such current market price per share of Common Stock, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance and the maximum number of shares of Common Stock of the Company deliverable upon conversion of or in exchange for such securities at the initial conversion or exchange price or rate. Such adjustment shall be made successively whenever such an issuance is made. (6) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), (3), (4) and (5) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (7) For purposes of any computation respecting consideration received pursuant to Subsections (4) and (5) above, the following shall apply: (A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors of the Company (irrespective of the accounting treatment thereof), whose determination shall be conclusive; and (C) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the 6

Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (7)). (8) For the purpose of any computation under Subsections (2), (3), (4) and (5) above, the current market price per share of Common Stock at any date shall be determined in the manner set forth in Section (c) hereof except that the current market price per share shall be deemed to be the higher of (i) the average of the prices for 30 consecutive business days before such date or (ii) the price on the business day immediately preceding such date. (9) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (9) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any Federal Income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants). (10) Whenever the Exercise Price is adjusted, as herein provided, the Company shall promptly but no later than 10 days after any request for such an adjustment by the Holder, cause a notice setting forth the adjusted Exercise Price and adjusted number of Shares issuable upon exercise of each Warrant, and, if requested, information describing the transactions giving rise to such adjustments, to be mailed to the Holders at their last addresses appearing in the Warrant Register, and shall cause a certified copy thereof to be mailed to its transfer agent, if any. In the event the Company does not provide the Holder with such notice and information within 10 days of a request by the Holder, then notwithstanding the provisions of this Section (f), the Exercise Price shall be immediately adjusted to equal the lowest Offering Price, Subscription Price or Conversion Price, as applicable, since the date of this Warrant, and the number of shares issuable upon exercise of this Warrant shall be adjusted accordingly. The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment. 7

(11) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (9), inclusive above. (12) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement. (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as required by the provisions of the foregoing Section, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any, and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer's certificate shall be made available at all reasonable times for inspection by the holder or any holder of a Warrant executed and delivered pursuant to Section (a) and the Company shall, forthwith after each such adjustment, mail a copy by certified mail of such certificate to the Holder or any such holder. (h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (i) if the Company shall pay any dividend or make any distribution upon the Common Stock or (ii) if the Company shall offer to the holders of Common Stock for subscription or purchase by them any share of any class or any other rights or (iii) if any capital reorganization of the Company, reclassification of the capital stock of the Company, consolidation or merger of the Company with or into another corporation, sale, lease or transfer of all or substantially all of the property and assets of the Company to another corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least fifteen days prior the date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up. (i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other than a merger with a subsidiary in which merger the Company is the 8

continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in case of any sale, lease or conveyance to another corporation of the property of the Company as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that the Holder shall have the right thereafter by exercising this Warrant at any time prior to the expiration of the Warrant, to purchase the kind and amount of shares of stock and other securities and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock which might have been purchased upon exercise of this Warrant immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Any such provision shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section (i) shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall be issued in exchange, conversion, substitution or payment, in whole or in part, for a security of the Company other than Common Stock, any such issue shall be treated as an issue of Common Stock covered by the provisions of Subsection (1) of Section (f) hereof. (j) REGISTRATION UNDER THE SECURITIES ACT OF 1933. The holder will have registration rights with respect to the Warrant Shares as more particularly set forth in the subscription agreement executed in connection with the Private Placement. (k) REDEMPTION. (1) The Warrants may be redeemed, at the option of the Company on not less than thirty (30) days notice (the "Redemption Notice") to the Holders, at a redemption price of $0.05 per Warrant (the "Redemption Price"), if (i) the average closing bid price of the Company's Common Stock for 15 consecutive trading days ending within five days of the date of the Redemption Notice exceeds the greater of (a) 300% of the average closing bid price of the Common Stock for the 10 trading days immediately preceding the first closing of the Private Placement and (b) $1.50 (the "Target Price") and (ii) either a registration statement covering the shares of Common Stock issuable upon exercise of the Warrants has been declared effective by the Securities and Exchange Commission or two years has elapsed since the issuance of the Warrants. The date fixed for redemption of the Warrants (the "Redemption Date") shall be set forth in the Redemption Notice. (2) Any right to exercise a Warrant shall terminate at 5:00 P.M. (New York time) on the business day immediately preceding the Redemption Date. On and after the Redemption Date, Holders of the Warrants shall have no further rights except to receive, upon surrender of the Warrant, the Redemption Price. (3) From and after the Redemption Date, the Company shall, at the place specified in the Redemption Notice, upon presentation and surrender to the 9

Company by or on behalf of the Holder thereof of one or more Warrant Certificates evidencing Warrants to be redeemed, deliver or cause to be delivered to or upon the written order of such Holder a sum in cash equal to the Redemption Price of each such Warrant. From and after the Redemption Date and upon the deposit or setting aside by the Company of a sum sufficient to redeem all the Warrants called for redemption, such Warrants shall expire and become void and all rights hereunder and under the Warrant Certificates, except the right to receive payment of the Redemption Price, shall cease. (4) If the shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Target Price shall be proportionally adjusted by the ratio which the total number of shares of Common Stock outstanding immediately prior to such event bears to the total number of shares of Common Stock to be outstanding immediately after such event. FUTURELINK DISTRIBUTION CORP. By: By: Dated: , 1999 10

PURCHASE FORM Dated The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _____shares of Common Stock and hereby makes payment of_____ in payment of the actual exercise price thereof. INSTRUCTIONS FOR REGISTRATION OF STOCK Name (Please typewrite or print in block letters) Address Signature ASSIGNMENT FORM FOR VALUE RECEIVED,____________ hereby sells, assigns and transfers unto Name (Please typewrite or print in block letters) Address the right to purchase Common Stock represented by this Warrant to the extent of ____________ shares as to which such right is exercisable and does hereby irrevocably constitute and appoint _______________ Attorney, to transfer the same on the books of the Company with full power of substitution in the premises. Date Signature

The Company issued a warrant in substantially the form attached hereto on Exhibit 10.52 to the following selling stockholders included in this Registration Statement, entitling each to purchase the following respective number of shares of common stock.
Number of Shares of Common Stock -----------17,790 8,895 7,413 14,529 14,825 5,337 5,930 29,650 14,825 4,448 59,300 4,744 29,650 11,860 11,860 14,825 5,930 8,895 11,860 7,413 23,720

Name ---Bill Arnett Charles A. Barnes, Jr. Edwin J. Beattie Robert Bettinger Jerome Dreyfuss Merrill Lynch Canada Inc. ITF Doug Evans Ilya Gaba and Alice Gaba Jonathan L. Glashow Just In Case, Ltd. Eugene Mascarenhas David Nelson and Donna Nelson Jody Nelson Allen Notowitz William and Linda O'Neill Avtar Sandhu Gary and Barbra Schultz Alvin Shrager M. Frank and Barbra J. Shrager May Shubash Ventana Partners, LP Seymour Wasserstrum Wasson Capital Advisors Limited

Ora Zabloski

8,895

EXHIBIT 10.53 FUTURELINK DISTRIBUTION CORP. SUBSCRIPTION AGREEMENT made as of this _______ day of______, 1999 between FutureLink Distribution Corp., a corporation organized under the laws of the State of Colorado with offices at 300, 250-6 Avenue SW, Calgary, AB Canada T2P 3H7 (the "Company") and the undersigned (the "Subscriber"). WHEREAS, the Company desires to issue a minimum of 40 (the "Minimum Offering") and a maximum of 80 (the "Maximum Offering") units ("Units") in a private placement in accordance with an exemption provided by Regulation D from the registration provisions of the Securities Act of 1933 (the "Act"), each Unit consisting of $50,000 principal amount of 8% senior subordinated convertible promissory notes of (the "Notes") in the form attached as Exhibit (ii) to the Confidential Term Sheet dated April 14, 1999 (the "Term Sheet") and 125,000 common stock purchase warrants (the "Warrants") in the form attached as Exhibit (iii) to the Term Sheet on the terms and conditions hereinafter set forth and the Subscriber desires to acquire the number of Units set forth on the signature page hereof; and WHEREAS, the Maximum Offering may be increased by up to 20 additional Units to cover over-subscriptions; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows: I. SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLink, or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof. 1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto. 1

1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects. 1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents furnished in connection with this transaction (collectively, the "Offering Documents") and hereby represents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he has requested or desires to know and that he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the offering. 1.6 The Subscriber acknowledges that this offering of Units may involve tax consequences (including, but not limited to, the possible need to recognize interest income relating to the Warrants) and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that he must retain his own professional advisors to evaluate the tax and other consequences of an investment in the Units. 1.7 The Subscriber acknowledges that this offering of Units has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Notes and Warrants comprising his Units are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or otherwise transfer the Notes or the Warrants unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that Rule 144 (the "Rule") promulgated under the Act requires, among other conditions, a one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the securities comprising the Units under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the Notes, the shares of Common Stock issuable upon conversion of the Notes (the "Conversion Shares"), the Warrants or the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") out of his name only when his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale 2

nor the proposed transfer results in a violation of the Act or any applicable state "blue sky" laws (collectively "Securities Laws"). 1.9 The Subscriber agrees not to sell, transfer or otherwise dispose of the Conversion Shares or the Warrant Shares for a period of 12 months after the Initial Closing (as defined herein) without the prior written consent of the Placement Agent which may be given after six months from the Initial Closing. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Notes, the Conversion Shares, the Warrants and the Warrant Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. 1.12 If the undersigned Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered constitutes the legal, binding and enforceable obligation of the undersigned. II. REPRESENTATIONS BY THE COMPANY 2.1 The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Colorado and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Units and the securities contained therein will have been duly taken and approved. (c) The Notes and Warrants have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be duly and validly issued and fully paid and non assessable. (d) The Company will at all times have authorized and reserved a sufficient number of Conversion Shares and Warrant Shares to provide for conversion of the Notes and exercise of the Warrants. (e) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business; 3

such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith. (f) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. (g) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes or the Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under, the Company's articles of incorporation or by-laws, any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign. III. TERMS OF SUBSCRIPTION 3.1 The subscription period will begin as of April 14, 1999 and will terminate at 11:59 PM Eastern time on April 30, 1999, unless extended by the Company and the Placement Agent for up to an additional 30 days (the "Termination Date"). Such extension may be effected without notice to the Subscribers. Of the Units, 40 will be offered on a "best efforts-all or none" basis and the remaining Units will be offered on a "best efforts" basis as more particularly set forth in the Term Sheet. 3.2 Placement of the Units will be made by Commonwealth Associates which will receive (i) a placement fee equal to 6.5% of the gross proceeds of the offering; (ii) a structuring fee equal to 2.5% of the gross proceeds of the offering; (iii) reimbursement of its accountable expenses up to $25,000 plus legal fees and disbursements; and (ii) warrants (substantially identical to the Warrants included in the Units) to purchase 62,500 shares of Common Stock for each $50,000 raised in the private placement (for a total of between 2,500,000 and 7,500,000 warrants in the event that all the over-subscription Units are sold). 3.3 Pending the sale of the Units, all funds paid hereunder shall be deposited by the Company in escrow with United States Trust Company of New York. If the Company shall not have obtained subscriptions (including this subscription) for purchases of 40 Units for an aggregate purchase price of $2,000,000 on or before the Termination Date, then this subscription shall be void and all funds paid hereunder by the Subscriber, without interest, shall be promptly returned to the Subscriber, subject to paragraph 3.5 hereof. If 40 Units are sold at or prior to the Termination Date, then all subscription proceeds shall be paid over to the Company within 10 days thereafter at an initial closing (the "Initial Closing"). In such event, placements of additional Units may continue until the Termination Date, with subsequent releases of funds to be at the mutual consent of the Company and the Placement Agent. 3.4 The Subscriber hereby authorizes and directs the Company to deliver certificates representing the securities to be issued to such Subscriber pursuant to this Subscription 4

Agreement either (a) to the residential or business address indicated in the Confidential Purchaser Questionnaire or (b) directly to the Subscriber's account maintained with the Placement Agent, if any. 3.5 The Subscriber hereby authorizes and directs the Company to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, including any customer account maintained with the Placement Agent. 3.6 If the Subscriber is not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the securities comprising the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the securities comprising the Units. Such Subscriber's subscription and payment for, and his or her continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber's jurisdiction. IV. REGISTRATION RIGHTS 4.1 The Company hereby agrees with the holders of the Notes, the Warrants, the Conversion and the Warrant Shares or their transferees (collectively, the "Holders") to file a registration statement with the SEC covering the resale of the Conversion Shares and Warrant Shares (collectively, the "Underlying Shares") on Form S-1 or such other form as the Company desires, pursuant to the Act within four months of the Initial Closing Date, and to use its best efforts to cause such registration to become effective no later than 180 days after the Initial Closing Date. 4.2 Registration Procedures. The Company will, until such time as the Underlying Shares may be sold under Rule 144 without volume limitation: (a) prepare and file with the SEC a registration statement with respect to such securities, and use its best efforts to cause such registration statement to become and remain effective; (b) prepare and file with the SEC such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective; (c) furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as such underwriters may reasonably request in order to facilitate the public offering of such securities; (d) use its best efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as the Holders may reasonably request in writing within 20 days following the original filing of such registration statement, except that the Company shall not for any purpose be required to execute a 5

general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified; (e) notify the Holders, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (f) notify the Holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; (g) prepare and file with the SEC, promptly upon the request of any Holders, any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for such Holders (and concurred in by counsel for the Company), is required under the Act or the rules and regulations thereunder in connection with the distribution of Common Stock by such Holders; (h) prepare and promptly file with the SEC and promptly notify such Holders of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Act, any event shall have occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading; and (i) advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. 4.3 Expenses. (a) With respect to the registration required pursuant to Section 4.1 hereof, all fees, costs and expenses of and incidental to such registration, inclusion and public offering (as specified in paragraph (b) below) in connection therewith shall be borne by the Company, provided, however, that the Holders shall bear their pro rata share of the underwriting discount and commissions and transfer taxes. (b) The fees, costs and expenses of registration to be borne by the Company as provided in paragraph (a) above shall include, without limitation, all registration, filing, and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, and all legal fees and disbursements and other expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered and qualified (except as provided in 4.3(a) above). Fees and disbursements of counsel and accountants for the Holders and any other expenses incurred by the Holders not expressly included above shall be borne by the Holders. 6

4.4 Indemnification. (a) The Company will indemnify and hold harmless each Holder of Underlying Shares which are included in the registration statement pursuant to the provisions of Section 4.1 hereof, its directors and officers, and any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or such underwriter within the meaning of the Act, from and against, and will reimburse such Holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such Holder or any such underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expenses arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. (b) Each Holder of Underlying Shares included in the registration pursuant to the provisions of Section 4.1 hereof will indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expense to which the Company or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by or on behalf of such Holder specifically for use in the preparation thereof. (c) Promptly after receipt by an indemnified party pursuant to the provisions of paragraph (a) or (b) of this Section 4.4 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said paragraph (a) or (b), promptly notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, provided, however, if counsel for the indemnifying party concludes that a single counsel cannot under applicable legal and ethical considerations, represent 7

both the indemnifying party and the indemnified party, the indemnified party or parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said paragraph (a) or (b) for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless (I) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. V. MISCELLANEOUS 5.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company, at its registered office, 300, 250-6 Avenue SW, Calgary, AB Canada T2P 3H7, Attention: Chief Executive Officer and to the Subscriber at his address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address and notices sent from outside the continental United States, which shall be deemed to have been given when received. 5.2 This Subscription Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Subscription Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged. 5.3 This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. 5.4 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York. The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Subscription Agreement shall be adjudicated before a court located in New York City and they hereby submit to the exclusive jurisdiction of the courts of the State of New York located in New York, New York and of the federal courts in the Southern District of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Subscription Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address as the undersigned shall furnish in writing to the other. 8

5.5 This Subscription Agreement may be executed in counterparts. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Units as herein provided; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers. 5.6 The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect. 5.7 It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 5.8 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement. 5.9 The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law, provided, that the Company may use information relating to the Subscriber in any registration statement under the Act with respect to the Warrant Shares. VI. BLUE SKY LEGENDS California The sale of securities which are the subject of this agreement has not been qualified with the Commissioner of Corporations of the State of California and the issuance of such securities or the payment or receipt of any part of the consideration for such securities prior to such qualification is unlawful, unless the sale of securities is exempt from qualification by Section 25100, 25102 or 25105 of the California Corporations Code. The rights of all parties to this agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt. Connecticut The undersigned acknowledges that the Securities have not been registered under the Connecticut Uniform Securities Act, as amended (the "Act") and are subject to restrictions on transferability and sale of securities as set forth herein. The undersigned hereby agrees that such Securities will not be transferred or sold without registration under the Act or exemption therefrom. Pennsylvania The undersigned hereby acknowledges that the Issuer is relying upon the exemption from registration of securities set forth in Section 203(d) of the Pennsylvania Securities Act of 1972, as amended (the "Pennsylvania Act") in connection with the sale of the Securities to the undersigned. 9

In accordance with the requirements of Section 203(d) of the Pennsylvania Act, the undersigned hereby agrees not to sell his Securities within twelve (12) months from the date of purchase except pursuant to Section 204.01 of the Blue Sky Regulations of the Pennsylvania Securities Act of 1972. Additionally, the undersigned is aware of the right of withdrawal under Section 207(m) of the Act described in the cover pages of the Term Sheet. Texas The undersigned hereby acknowledges that the Securities cannot be sold unless they are subsequently registered under the Securities Act of 1933, as amended, and the Texas Securities Act, or an exemption from registration is available. The undersigned further acknowledges that because the Securities are not readily transferable, he must bear the economic risk of his investment for an indefinite period of time. IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the day and year first written above.
----------------------------------Signature of Subscriber ----------------------------------Name of Subscriber [please print] ----------------------------------Address of Subscriber -----------------------------------------Signature of Co-Subscriber -----------------------------------------Name of Co-Subscriber [please print] -----------------------------------------Address of Co-Subscriber

----------------------------------Social Security or Taxpayer Identification Number of Subscriber ---------------------------------Subscriber's Account Number at Commonwealth Associates

-----------------------------------------Social Security or Taxpayer Identification Number of Co-Subscriber

---------------------------------Dollar Amount of Units Subscribed For *IF SUBSCRIBER IS A REGISTERED REPRESENTATIVE WITH AN NASD MEMBER FIRM, HAVE THE FOLLOWING ACKNOWLEDGMENT SIGNED BY THE APPROPRIATE PARTY: The undersigned NASD member firm acknowledges receipt of the notice required by Rule 3050 of the NASD Conduct Rules.

Subscription Accepted:

FUTURELINK DISTRIBUTION CORP. ---------------------------------Name of NASD Member Firm

By: ---------------------------------------Name: Title:

By -------------------------------Authorized Officer

10

The Company entered into a separate subscription agreement relating to the issuance of 8% senior subordinated convertible debentures and related warrants in substantially the form attached hereto with the following selling stockholders included in this Registration Statement persons on Exhibit 10.53:
Principal Amount of Note -------------$ 30,000 $ 15,000 $ 12,500 $ 24,500 $ 25,000 $ 9,000 $ 10,000 $ 50,000 $ 25,000 $ 7,500 $100,000 $ 8,000 $ 50,000 $ 20,000 $ 20,000 $ 25,000 $ $ $ $ $ 10,000 15,000 20,000 12,500 40,000 Number of Warrants --------17,790 8,895 7,413 14,529 14,825 5,337 5,930 29,650 14,825 4,448 59,300 4,744 29,650 11,860 11,860 14,825 5,930 8,895 11,860 7,413 23,720

Name ---Bill Arnett Charles A. Barnes, Jr. Edwin J. Beattie Robert Bettinger Jerome Dreyfuss Merrill Lynch Canada Inc. ITF Doug Evans Ilya Gaba and Alice Gaba Jonathan L. Glashow Just In Case, Ltd. Eugene Mascarenhas David Nelson and Donna Nelson Jody Nelson Allen Notowitz William and Linda O'Neill Avtar Sandhu Gary and Barbra Schultz Alvin Shrager M. Frank and Barbra J. Shrager May Shubash Ventana Partners, LP Seymour Wasserstrum Wasson Capital Advisors Limited

Ora Zabloski

$ 15,000

8,895

EXHIBIT 10.54 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT ("Agreement") by and among FutureLink Distribution Corp. (the "Company") and Sicola, Martin, Koons & Frank, Inc., a Texas corporation (the "Stockholder") is entered into effective September 8, 1999. RECITALS WHEREAS, the Company and the Stockholder are parties to a 1999 Client/Agency Proposal dated August 7, 1999, as revised September 8, 1999, and October 22, 1999 (the "Agency Agreement") pursuant to which the Company and/or its shareholders will transfer certain shares of Company common stock (the "Monthly Shares") to Stockholders and pursuant to which Stockholder may purchase certain shares of Company common stock from the Company (the "Warrant Shares") (the Monthly Shares and the Warrants Shares herein, collectively, the "Shares"); and WHEREAS, the Agency Agreement includes a condition to the obligations of each of the Company and the Stockholder to enter this Agreement; and WHEREAS, the Company has agreed to grant the Stockholder certain registration rights with respect to the Shares, upon the terms and conditions set forth in this Agreement, to induce the Stockholder to enter into the Agency Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements, and subject to the terms and conditions herein contained, the parties hereto hereby agree as follows: In consideration of the mutual covenants and agreements contained in this Agreement and the Agency Agreement, and intending to be legally bound, the parties hereto agree as follows: AGREEMENT 1. Piggyback Registrations. (a) Right to Piggyback. At any time after March 6, 2000, whenever the Company proposes to register any Company Securities in an underwritten public offering under the Securities Act, except for any registration on Form S-4 or Form S-8 or any successor form (a "Piggyback Registration"), the Company will give written notice (in any event within five business days after its receipt of notice of any exercise of other registration rights) to the Stockholder of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein within 15 days after the delivery of the Company notice; provided, however, that the Stockholder shall be entitled to a maximum of four Company Piggyback Registrations; and provided, further, notwithstanding any other provision of this Agreement to

the contrary, the Company shall include all unregistered Shares owned by Stockholder in a registration of stock registered as a result of the Company's acquisition of Executive LAN Management, Inc., dba Micro Visions. (b) Piggyback Expenses. In all Piggyback Registrations, the Company will pay the Registration Expenses of such registration. (c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to register for sale, (ii) second, securities requested to be included in such registration which are either Registrable Securities of securities having pari passu piggyback registration rights, pro rata among the holders of such securities on the basis of the number of shares owned by such holders, and (iii) third, other securities requested to be included in such registration. (d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Company Securities, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, securities which are either Registrable Securities or securities having pari passu piggyback registration rights, among the holders of such securities on the basis of the number of securities so requested to be included therein, and (iii) third, other securities requested to be included in such registration. (e) Selection of Underwriters. The investment banker(s) and manager(s) who shall administer an offering in which the Stockholder exercises piggyback registration rights shall be selected by the Company. 2. Holdback Agreements. (a) The Stockholder agrees not to effect any public sale or public distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. (b) The Company agrees (i) not to effect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten Piggyback Registration (except as part of 2

such underwritten registration or pursuant to registrations on Forms S-4, S-8 or any successor forms), unless the underwriters managing the registered public offering otherwise agree, and (ii) to use reasonable efforts to cause each holder (other than the Stockholder) of at least 5% (on a fully-diluted basis) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. 3. Registration Procedures. Whenever the Stockholder has duly requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will: (a) Prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Stockholder copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel); (b) use its reasonable efforts to prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than twenty days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; (c) furnish to the Stockholder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) in order to facilitate the disposition of the Registrable Securities owned by the Stockholder; (d) use its reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions (not to exceed 15) as the Stockholder reasonably requests to enable the Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Stockholder (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction); 3

(e) notify the Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of the Stockholder, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (g) enter into such customary agreements (including underwriting agreements in customary form) in order to expedite or facilitate the disposition of such Registrable Securities; and (h) obtain a cold comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the Stockholder reasonably requests (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement). 4. Registration Expenses. (a) All expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called "Registration Expenses"), will be borne as provided in this Agreement, except that the Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any regular annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. (b) Except as provided herein, the Stockholder shall pay those Registration Expenses allocable to the registration of the Registrable Securities included in any registration statement filed pursuant to this Agreement, and any Registration Expenses not so allocable shall be allocated among all of the other sellers of securities included in such registration statement, in each case in the proportion that the selling price of the seller's securities bears to the aggregate selling price of all securities so registered, unless otherwise provided in any other agreements to which the Company is party. 4

5. Indemnification. (a) The Company agrees to indemnify, to the extent permitted by law, the Stockholder, its officers and directors and each Person who controls such Stockholder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are (i) caused by or contained in any information furnished to the Company by such Stockholder for use therein, or (ii) by such Stockholder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Stockholder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their partners, officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholder. (b) In connection with any registration statement in which the Stockholder is participating, the Stockholder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Stockholder, and (ii) any failure by the Stockholder to comply with the legal requirements described in Section 5 (a)(ii). (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel selected by the Company and reasonably satisfactory to the Stockholder. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. An indemnifying 5

party who assumes the defense of a claim shall not be obligated to pay the fees and expenses of any separate counsel retained by any indemnified party. 6. Participation in Underwritten Registrations. The Stockholder may not participate in any registration hereunder which is underwritten unless the Stockholder (a) agrees to sell the Stockholder's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents required under the terms of such underwriting arrangements. 7. Definitions. (a) The term "Company Securities" means any securities of the Company of a class registered under the 1934 Act. (b) The term "Person" means an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof. (c) The term "Registrable Securities" means (i) the Common Shares, (ii) shares of the Company's Common Stock issued upon conversion of the Preferred Shares and (iii) any securities issued with respect to the Shares, by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have ceased to be Restricted Securities. (d) The term "Restricted Securities" means (i) the Shares and (ii) any securities issued with respect to the Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities will cease to be Restricted Securities when they are (i) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (ii) transferrable pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, or (iii) otherwise transferred, and new certificates for them not bearing a restrictive transfer legend have been delivered by the Company. Whenever any particular securities cease to be Restricted Securities, the holder thereof will be entitled to receive from the Company, without expense, new certificates for such securities of like tenor not bearing a restrictive transfer legend based on restrictions on transfer contained in federal or state securities laws. (e) Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Settlement Agreement. 6

8. Material Non-Public Information. Notwithstanding the provisions of Sections 1 and 3 hereof, the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed sixty (60) calendar days in any 12-month period if there exists at the time material non-public information relating to the Company which is in the reasonable opinion of the Company, should not be disclosed at that time. 9. Miscellaneous. (a) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Stockholder in this Agreement. (b) Remedies. Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. (c) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Stockholder, which consent shall not be unreasonably withheld. (d) Successors and Assigns. This Agreement, and the rights, covenants and agreements contained herein, shall be assignable by the Stockholder only with prior written consent of the Company or, in the event that Stockholder liquidates and in the process distributes the Shares among its shareholders, to the actual recipients of the Shares in such distribution, provided that such recipients, to be eligible to avail themselves of the registration rights hereunder, must agree at any time the Company is conducting an underwritten offering of its securities upon the request of the Company not to sell their Shares. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the parties. (e) Term. The registration rights granted herein shall terminate on the first to occur of the tenth anniversary of the date hereof. (f) Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective and given only upon receipt, when delivered personally, by facsimile transmission or by overnight courier, telexed or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof): 7

(i) To the Stockholder:

Sicola, Martin, Koons & Frank, Inc. 701 Brazos Street, Suite 1100 Austin, Texas 78701 Facsimile No.: (512) 343-1461 Attn.: Tom Sicola, Jr., President with a copy to: Selman Munson & Lerner, P.C. 111 Congress Avenue, Suite 1000 Austin, Texas 78701 Facsimile No.: (512) 505-5956 Attn.: M'Lou Patton Bell (ii) To the Company 6 Morgan, Suite 100 Irvine, California Facsimile No. (949) 837-4433 Attention: President with a copy to: Paul, Hastings, Janofsky & Walker LLP 345 California Street San Francisco, California 94104-2635 Facsimile No.: (415) 835-1647 Attn.: Tom Pollock (g) Governing Law. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. (h) Confidentiality. The Stockholder shall treat as confidential and shall not use confidential information of the Company acquired from the Company pursuant to this Agreement except in accordance with the terms and provisions of this Agreement and the Stockholder's rights and obligations hereunder, and, except for Stockholder's agents and representatives, will not disclose the same or any part thereof to any third party without the prior written approval of the Company; provided, however, that nothing contained herein shall in any way restrict or impair the Stockholder's right to use, disclose, or otherwise deal with any information of the Company which: 8

(i) at the time of the disclosure is generally available to the public or thereafter becomes available to the public by publication or otherwise through no act of the Stockholder; (ii) was in the Stockholder's possession prior to the time of disclosure hereunder and was not acquired directly or indirectly from the Company; (iii) is independently made available to the Stockholder as a matter of right by a third party; or (iv) was developed independent of the confidential information obtained for the Company. IN WITNESS WHEREOF, the Company and the Stockholder have executed this Agreement on the date first written above. SICOLA, MARTIN, KOONS & FRANK, INC., a Texas corporation
By: /s/ TOM SICOLA, JR. --------------------------------Tom Sicola, Jr., President

FUTURELINK DISTRIBUTION CORP., a Colorado corporation
/s/ KYLE B.A. SCOTT -----------------------------Name: Kyle B.A. Scott ------------------------------Title: Secretary -----------------------------By:

EXHIBIT 10.55 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 1 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: NOVEMBER 3, 1999 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Eight Thousand Eight Hundred Twenty-Four (8,824) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated: COMMON STOCK - shall mean and include the Company's authorized Common Stock, $0.01 par value, as constituted at the date hereof. EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended from time to time. SECURITIES ACT - the Securities Act of 1933, as amended. TERM OF THIS WARRANT - shall mean the period beginning on the date of initial issuance hereof and ending on November 3, 2004. WARRANT PRICE - $8.50 per share, subject to adjustment in accordance with Section 5 hereof. WARRANTS - this Warrant and any other Warrant or Warrants issued in connection with a Commitment Letter dated September 10, 1999 executed by the Company and Transamerica Business Credit Corporation (the "Commitment Letter") to the original holder of this Warrant, or any transferees from such original holder or this Holder. WARRANT SHARES - shares of Common Stock purchased or purchasable by the Holder of this Warrant upon the exercise hereof. SECTION 2. EXERCISE OF WARRANT.

2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = (WCS x (CMP-WP))/CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: -2-

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby are not, at such time, required by law to bear such legend. SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant. SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant Price as provided in Section 5, the Holder shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares (calculated to the nearest tenth of a share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this -3-

clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such Common Stock. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the -4-

consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Excluded Stock" shall mean shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock or upon any subdivision or split-up of the outstanding shares of Common Stock. (iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. (v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase -5-

and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (viii) Whenever the Warrant Price shall be adjusted as provided in Section 5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. -6-

(xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. SECTION 6. OWNERSHIP. 6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 6. 6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 13 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter -7-

be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 7 shall be applicable), the Company shall give notice thereof to the Holder hereof and shall make no distribution to shareholders until the expiration of thirty (30) days from the date of mailing of the aforesaid notice and, in any case, the Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty-day period shall thereafter become null and void. SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable in shares of its Common Stock, the Company shall mail notice thereof to the Holder hereof not less than thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution, and the Holder hereof shall not participate in such dividend or other distribution unless this Warrant is exercised prior to such record date. The provisions of this Section 9 shall not apply to distributions made in connection with transactions covered by Section 7. SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. -8-

"Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or in a private placement. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Section 12.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, all fees and disbursements of counsel for any Holder and any blue sky fees and expenses excluded from the definition of "Registration Expenses." "Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth in Section 12.2(b) below. (b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall -9-

(together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 12.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant. 12.3. EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to Section 12.2 hereof. All Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered. 12.4. REGISTRATION PROCEDURES. In the case of each registration effected by the Company pursuant to this Section 12, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will, at its expense: (a) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and (c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to - 10 -

service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION. (a) The Company, with respect to each registration, qualification and compliance effected pursuant to this Section 12, will indemnify and hold harmless each Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, and each underwriter, if any, and each party who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance. (b) Each Holder and Other Shareholder will, if Registrable Securities held by it, him or her are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each party who controls the Company or such underwriter, each other such Holder and Other Shareholder and each of their respective officers, directors, partners, and agents, and each party controlling such Holder or Other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Shareholders, directors, officers, partners, agents, parties, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document solely in reliance upon and in conformity with written information furnished to the Company by such Holder or Other Shareholder and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") - 11 -

promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 12. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall provide such information as may be reasonably requested by an Indemnifying Party in order to enable such Indemnifying Party to defend a claim as to which indemnity is sought. 12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time after it has become subject to such reporting requirements; and (c) So long as the Holder owns any Registrable Securities, furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement in connection with an offering of its Securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such - 12 -

other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished in writing to the Holder by the Company. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered shall be deemed to be given when actually received by the addressee. SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Lease Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 3rd day of November, 1999. FURURELINK CORP. [CORPORATE SEAL]
By: /s/ R. Kilambi ------------------------------------Title: CFO ----------------------------------

- 13 -

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 14 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 15 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 16 -

EXHIBIT 10.56 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 2 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: NOVEMBER 3, 1999 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Twenty Thousand Five Hundred Eighty-Nine (20,589) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated: COMMON STOCK - shall mean and include the Company's authorized Common Stock, $0.01 par value, as constituted at the date hereof. EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended from time to time. SECURITIES ACT - the Securities Act of 1933, as amended. TERM OF THIS WARRANT - shall mean the period beginning on the date of initial issuance hereof and ending on November 3, 2004. WARRANT PRICE - $8.50 per share, subject to adjustment in accordance with Section 5 hereof. WARRANTS - this Warrant and any other Warrant or Warrants issued in connection with a Commitment Letter dated September 10, 1999 executed by the Company and Transamerica Business Credit Corporation (the "Commitment Letter") to the original holder of this Warrant, or any transferees from such original holder or this Holder. WARRANT SHARES - shares of Common Stock purchased or purchasable by the Holder of this Warrant upon the exercise hereof.

1.1 VESTING OF WARRANT NO. 2. This rights of this Warrant shall immediately vest upon confirmation by Holder of Company's receipt of gross proceeds from a capital infusion in an amount not less than $30,000,000 or a lesser amount acceptable to Holder. SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. -2-

2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby are not, at such time, required by law to bear such legend. SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant. SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant Price as provided in Section 5, the Holder shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares (calculated to the nearest tenth of a share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: -3-

(A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such Common Stock. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; -4-

(B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Excluded Stock" shall mean shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock or upon any subdivision or split-up of the outstanding shares of Common Stock. (iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. -5-

(v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (viii) Whenever the Warrant Price shall be adjusted as provided in Section 5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the -6-

determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. SECTION 6. OWNERSHIP. 6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 6. 6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 13 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to -7-

receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 7 shall be applicable), the Company shall give notice thereof to the Holder hereof and shall make no distribution to shareholders until the expiration of thirty (30) days from the date of mailing of the aforesaid notice and, in any case, the Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty-day period shall thereafter become null and void. SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable in shares of its Common Stock, the Company shall mail notice thereof to the Holder hereof not less than thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution, and the Holder hereof shall not participate in such dividend or other distribution unless this Warrant is exercised prior to such record date. The provisions of this Section 9 shall not apply to distributions made in connection with transactions covered by Section 7. SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. -8-

SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or in a private placement. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Section 12.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, all fees and disbursements of counsel for any Holder and any blue sky fees and expenses excluded from the definition of "Registration Expenses." "Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth in Section 12.2(b) below. -9-

(b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 12.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant. 12.3. EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to Section 12.2 hereof. All Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered. 12.4. REGISTRATION PROCEDURES. In the case of each registration effected by the Company pursuant to this Section 12, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will, at its expense: (a) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and - 10 -

(c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION. (a) The Company, with respect to each registration, qualification and compliance effected pursuant to this Section 12, will indemnify and hold harmless each Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, and each underwriter, if any, and each party who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance. (b) Each Holder and Other Shareholder will, if Registrable Securities held by it, him or her are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each party who controls the Company or such underwriter, each other such Holder and Other Shareholder and each of their respective officers, directors, partners, and agents, and each party controlling such Holder or Other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Shareholders, directors, officers, partners, agents, parties, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document solely in reliance upon and in conformity with written information furnished to the Company by such Holder or Other Shareholder and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification - 11 -

or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 12. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall provide such information as may be reasonably requested by an Indemnifying Party in order to enable such Indemnifying Party to defend a claim as to which indemnity is sought. 12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time after it has become subject to such reporting requirements; and (c) So long as the Holder owns any Registrable Securities, furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement in connection with an offering of its Securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. - 12 -

SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished in writing to the Holder by the Company. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered shall be deemed to be given when actually received by the addressee. SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Lease Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 3rd day of November, 1999. FURURELINK CORP. [CORPORATE SEAL]
By: /s/ R. Kilambi ------------------------------------Title: CFO ----------------------------------

- 13 -

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 14 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 15 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 16 -

EXHIBIT 10.57 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 20, 1999, by and among Futurelink Corp., a Delaware corporation (the "Company") and the persons listed in Schedule 1 hereto (each a "Vendor" and collectively the "Vendors"). Terms and Conditions In consideration of the mutual covenants and agreements contained in this Agreement and the Sale and Purchase Agreement, and intending to be legally bound, the parties hereto agree as follows: SECTION 1. Definitions. As used in this Agreement, the following terms have the meanings indicated below or in the referenced sections of this Agreement or the Sale and Purchase Agreement, as applicable: "Commission." The United States Securities and Exchange Commission. "Common Stock." The Company's Common Stock, $.0001 par value per share, as the same may be constituted from time to time. "Completion Date." As defined in Section 1.1 of the Sale and Purchase Agreement. "Consideration Shares." As defined in Section 1.1 of the Sale and Purchase Agreement and any and all shares of voting common stock of the Company which are issued in respect of the Consideration Shares in connection with any stock dividends, splits, reverse splits or combinations or into which the Consideration Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, such Consideration Shares. "Exchange Act." The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "NASD." The National Association of Securities Dealers, Inc. "Person." An individual, a partnership, a corporation, a limited liability company or partnership, an association, a joint stock company, a trust, a business trust, a joint venture, an unincorporated organization or a government entity or any department, agency, or political subdivision thereof. "Sale and Purchase Agreement." The Agreement dated November 15, 1999 among the parties hereto relating to the sale and purchase of the entire issued share capital of KNS Holdings Limited. "Securities Act." The Securities Act of 1933, as amended, and the rules and regulations thereunder. "Suspension Period." As defined in Section 2(b) hereof. 1

SECTION 2. Required Registration. (a) Within 180 days after the Completion Date, in accordance with the Securities Act and the rules and regulations of the Commission, the Company shall prepare and file with the Commission a registration statement under the Securities Act on an appropriate form, covering the Consideration Shares and the intended methods of distribution by the Vendors and shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and to remain effective until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. For purposes of this Section 2(a) and Section 9, the Consideration Shares of each Vendor shall be deemed to include the Consideration Shares of each other Vendor that such Vendor would be required under any provision of Rule 144 (other than paragraph (e)(3)(vi) thereof) to aggregate with its or his Consideration Shares for purposes of the volume limitations of Rule 144. In the event that any public offering pursuant to this Agreement shall involve, in whole or in part, an underwritten offering, the Company shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering who shall be reasonably acceptable to Vendors owning a majority of the Consideration Shares proposed to be sold therein. Notwithstanding the foregoing, the Company may delay in filing the registration statement and may withhold efforts to cause the registration statement to become effective if the Company determines in good faith that such registration might (1) interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's stockholders. The Company may exercise such right to delay the filing of the registration statement one time and may delay the filing of the registration statement for not more than ninety (90) days. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to 90 days, as appropriate (a "Suspension Period"), by giving notice to the Vendors, if the Company shall have determined that the Company may be required to disclose in the registration statement (and is not otherwise required at the time to disclose) any material corporate development which disclosure may have a material effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any rolling 12-month period. The Company shall end any Suspension Period early if, and as promptly as practicable after, the corporate development giving rise thereto is disclosed or becomes immaterial. Upon receipt of any notice from the Company of a Suspension Period, the Vendors shall forthwith discontinue disposition of Consideration Shares until the end of the Suspension Period or the Vendors earlier (i) are advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or 2

supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. (c) The Vendors acknowledge that the Company's obligations under this Section 2 may be satisfied, in the Company's sole discretion, by the inclusion of the Consideration Shares in any registration statement filed by the Company for the benefit of any of its other stockholders. SECTION 3. Restrictions on Public Sale by Securities Holders. Each Vendor agrees not to make any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of any underwritten registration, for the benefit of the Company or of any selling stockholders, as any managing underwriter(s) of such underwriting may reasonably request, provided that all "affiliates" (within the meaning of Rule 144) of the Company are similarly restricted. SECTION 4. Registration Procedures. When the Company effects the registration of the Consideration Shares under the Securities Act pursuant to Section 2 hereof, the Company will, at its expense, as expeditiously as possible: (i) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period and such registration statement and prospectus accurate and complete for such period; (ii) Furnish to the Vendors such reasonable number of copies of the registration statement (including exhibits), preliminary prospectus, final prospectus, any amendment or supplement to any of the foregoing and such other documents as the Vendors may reasonably request in order to facilitate the public offering of such securities; (iii) Use its best efforts to register or qualify the securities covered by such registration statement and to maintain such registration or qualification under such state securities or blue sky laws as any of the Vendors shall reasonably request, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified; (iv) Notify the Vendors, promptly after it shall receive notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; 3

(v) Notify the Vendors promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vi) Notify each Vendor, at any time when a prospectus relating to such securities is required to be delivered under the Securities Act, of any event which would cause any such prospectus or any other prospectus as then in effect to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and file with the Commission, and promptly notify the Vendors of the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any such statements or omissions. (vii) Advise the Vendors, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (viii) Use its best efforts to list or qualify all Consideration Shares covered by such registration statement on any securities exchange or inter-dealer quotation system on which any of the Company's shares of Common Stock are then listed or quoted; and (ix) Permit a single firm of counsel designated by the Vendors a reasonable period of time prior to the filing of any Registration Statement with the Commission to review said document, and shall not file any document in a form to which such counsel reasonably objects; (x) Enter into such customary agreements (including an underwriting agreement in customary form) and take all other actions in connection with those agreements as the Vendors or the underwriters, if any, reasonably request to expedite or facilitate the disposition of the Consideration Shares; (xi) Make available for inspection, upon reasonable notice during regular business hours, by a single representative of any Vendor, any underwriter participating in any disposition pursuant to the registration statement, and any attorney, accountant, or other agent of any seller or underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Vendor or underwriter in connection with the registration statement; provided that an appropriate and customary confidentiality agreement is executed by any such Vendor, underwriter, attorney, accountant or other agent; (xii) In connection with any underwritten offering, obtain a "comfort" letter from the Company's independent public accountants in customary form and covering those matters customarily covered by "comfort" letters as the Vendors or the managing underwriter reasonably requests (and, if the Company is able after using commercially 4

reasonable efforts, the letter shall be addressed to the Vendors, the Company and the underwriters, provided that the Vendors (A) acknowledge in writing that they have liabilities/responsibilities equivalent to those of the underwriters or (B) provide such other acknowledgement as may be required by the Company's independent public accountants); (xiii) In connection with any underwritten offering, furnish, at the request of any underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing the underwriter(s) of the offering, addressed to the underwriters; (xiv) Cooperate with each underwriter participating in the disposition of such Consideration Shares and its respective counsel in connection with any filings required to be made with the NASD; and (xv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and not file any amendment or supplement to such registration statement or prospectus to which any Vendor shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder, having been furnished with a copy thereof at least five business days prior to the filing thereof. SECTION 5. Expenses. With respect to any registration effected pursuant to Section 2 hereof, all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith shall be borne by the Company; provided, however, that the Vendors shall bear (i) their own underwriting discounts or commissions, selling or placement agent or broker fees and commissions, and transfer taxes, if any, in connection with the sales of securities by such Vendors, and (ii) the legal fees and expenses of their own counsel. SECTION 6. Indemnification. (a) Indemnification by the Company. In the event of any registration of Consideration Shares under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify each Vendor, its officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls any Vendor (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or allegedly untrue statement of material fact contained in any registration statement under which the Consideration Shares were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such 5

statements were made, except to the extent the untrue or allegedly untrue statement or omission or alleged omission resulted from information that such Vendor furnished in writing to the Company expressly for use therein. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements. (b) Indemnification by the Vendors. In connection with any registration statement filed pursuant to this Agreement, each Vendor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any registration statement or prospectus and each Vendor agrees, severally and not jointly, to indemnify, to the extent permitted by law, the Company, its directors, officers, trustees, partners, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, but only to the extent that the untrue or allegedly untrue statement or omission or alleged omission is contained in or omitted from any information or affidavit such Vendor furnished in writing to the Company expressly for use therein and only in an amount not exceeding the net proceeds received by such Vendor with respect to securities sold pursuant to such registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Vendor, severally and not jointly, will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements. (c) Indemnification Proceedings. Any Person entitled to indemnification under this Agreement will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in the indemnified party's reasonable judgment a conflict of interest may exist between the indemnified and indemnifying parties with respect to the claim, permit the indemnifying party to assume the defense of the claim with counsel reasonably satisfactory to the indemnified party. If the indemnifying party does not assume the defense, the indemnifying party will not be liable for any settlement made without its consent (but that consent may not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or will enter into any settlement that does not include as an unconditional term thereof the claimant's or plaintiff's release of the indemnified party from all liability concerning the claim or litigation. An indemnifying party who is not entitled to or elects not to assume the defense of a claim will not be under an obligation to pay the fees and expenses of more than one counsel for all parties indemnified by the indemnifying party with respect to the claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between 6

the indemnified party and any other indemnified party with respect to the claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of no more than one additional counsel for the indemnified parties. (d) Contribution. If the indemnification provided for in Section 6(a) or (b) is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party thereunder shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities oR expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Vendors and the parties' relative intent and knowledge. The parties hereto agree that it would not be just and equitable if contribution pursuant this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything herein to the contrary, no Vendor shall be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses, if any) received by such Vendor exceeds the amount of any damages that such Vendor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. SECTION 7. Vendor Information. The Company may require each Vendor to furnish the Company such information as may be required or advisable to be included in the registration statement with respect to such Vendor and the distribution of its Consideration Shares as the Company may from time to time reasonably request and such Vendor shall furnish all such information. SECTION 8. Delay of Registration. The Vendors shall not have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of these registration rights. SECTION 9. Rule 144. The Company agrees that it will use its best efforts to file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, to the extent required from 7

time to time, to enable each Vendor to sell Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, or (ii) any similar rule or regulation hereafter adopted by the Commission, until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. The Company also agrees to furnish to each Vendor forthwith upon request any information which such Vendor may reasonably request in availing itself of Rule 144. SECTION 10. Miscellaneous. (a) Amendment. This Agreement may be amended or modified only by a written agreement executed by the Company and each Vendor. (b) Benefit of Parties; Assignment. All of the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns, including without limitation all subsequent holders of securities entitled to the benefits of this Agreement who agree in writing to become bound by the terms of this Agreement. (c) Captions. The captions of the sections and subsections of this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any provision of this Agreement. (d) Cooperation. The parties agree that after execution of this Agreement they will from time to time, upon the request of any other party and without further consideration, execute, acknowledge and deliver in proper form any further instruments and take such other action as any other party may reasonably require to carry out effectively the intent of this Agreement. (e) Counterparts; Facsimile Execution. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile execution and delivery of this Agreement shall be legal, valid and binding execution and delivery for all purposes. (f) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings between the parties with respect thereto. There are no promises, covenants or undertakings other than those expressly set forth or provided for in this Agreement. (g) Governing Law. The internal law of the State of New York will govern the interpretation, construction, and enforcement of this Agreement and all transactions 8

and agreements contemplated hereby, notwithstanding the choice of law rules of any state or country to the contrary. (h) Notices. All notices, requests, demands, or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and delivery shall be deemed sufficient in all respects and to have been duly given on the date of service if delivered personally to the party to whom notice is to be given, or upon receipt if mailed by first class mail, return receipt requested, postage prepaid, and properly addressed to the addresses of the parties set forth in the Sale and Purchase Agreement or to such other address(es) as the respective parties hereto shall from time to time designate to the other(s) in writing. (i) Specific Performance. Each of the parties agrees that damages for a breach of or default under this Agreement would be inadequate and that in addition to all other remedies available at law or in equity that the parties and their successors and assigns shall be entitled to specific performance or injunctive relief, or both, in the event of a breach or a threatened breach of this Agreement. (j) Validity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, that decision shall not affect the validity of the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated, it being the intent of the parties that they would have executed the remaining portion of the Agreement without including any part or portion that may for any reason be declared invalid. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. FUTURELINK CORP.
By: /s/ Jim Bailey ----------------------------------------Name: Jim Bailey Title: Director of Mergers and Acquisitions

For and on behalf of the Vendors by:

DENIS CHRISTOPHER MOORE as Attorney
/s/ Denis Christopher Moore ---------------------------------------------

9

Schedule 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace 6. Robert Kell 7. Mark Kerridge and Nicola Kerridge 8. Nigel Anthony Ashley Hawley 9. Rajan Mehta 10. Yuri Pasea 10

EXHIBIT 10.58 FUTURELINK CORP.

AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT

PAUL, HASTINGS, JANOFSKY & WALKER LLP TOWER 42 25 OLD BROAD STREET LONDON EC2N 1HQ TEL: (020) 7562 4000 FAX: (020) 7628 4444

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT No. 1 (the "AMENDMENT") is entered into as of this 19th day of June 2000, by and among FutureLink Corp., a corporation incorporated under the laws of the State of Delaware ("COMPANY"), and the persons listed in Schedule 1 hereto (each a "VENDOR" and collectively the "VENDORS"). For purposes of this Amendment, all capitalised terms shall have the meanings ascribed to such terms in the Registration Rights Agreement (defined below) unless otherwise defined herein. The Company and the Vendors are collectively referred to herein as the "PARTIES". Reference is hereby made to that certain Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated 20 December 1999, by and among the Company and the Vendors. In the event of any conflict between the provisions of this Amendment and the Registration Rights Agreement, the provisions of this Amendment shall take precedence. RECITALS A. The Company and the Vendors have entered into certain note extension agreements (the "NOTE EXTENSION AGREEMENTS") relating to a deed poll constituting loan notes maturing on 20 June 2000, dated 20 December 1999, executed by the Company. B. The Parties desire to amend the Registration Rights Agreement to reflect the agreements contained in the Note Extension Agreements. NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements contained in this Amendment, and intending to be legally bound, the parties hereto agree as follows: 1. Section 2(a) of the Registration Rights Agreement is hereby amended as follows: 1

(a) The words "within 180 days after the Completion Date" shall be deleted and the words "no later than 30 September 2000" shall be substituted therefor. (b) The third paragraph of Section 2(a) shall be deleted in its entirety. 2. The Company shall provide written reports by e-mail or facsimile transmission, to Denis Moore, legal advisor to the Vendors, on each of 4 August 2000, 25 August 2000 and 15 September 2000 with regard to the status of the Company's preparation and filing with the Commission of a registration statement pursuant to Section 2(a) of the Registration Rights Agreement, and shall make its officers reasonably available to the Vendors and their legal advisors to answer questions concerning such preparation and filing from the date hereof and until 30 September 2000. 3. Except as expressly modified hereby, the Registration Rights Agreement shall remain in full force and effect. 4. The general law of the State of New York will govern the interpretation, construction and enforcement of this Amendment and all transactions and agreements contemplated hereby, notwithstanding the choice law rules of any state or country to the contrary. 5. This Amendment shall not be amended, modified, revised or changed in any way except with the prior written consent of all the Parties. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2

IN WITNESS WHEREOF, the parties have executed this Agreement as a deed on the date first written above.
EXECUTED AS A DEED By Richard M. White and Kyle B. A. Scott ) ) ) ) ) ) ) ) ) ) /s/ Richard M. White --------------------Richard M. White, Senior Vice President Administration /s/ Kyle B. A. Scott --------------------Vice President and Secretary

for and on behalf of FUTURELINK CORP.

SIGNED AND DELIVERED AS A DEED By NIGEL HAWLEY in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By YURI PASEA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By RAJAN MEHTA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By JOHN BENNETT in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By RICHARD BENNETT in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By COLIN MATTHISSEN in the presence of:

) ) ) )

3

The Common Seal of QUADRANGLE TRUSTEE COMPANY was hereunto affixed in the presence of

) ) )

SIGNED AND DELIVERED AS A DEED By PETER JOSEPH CROZIER in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By MICHAEL JOHN DORWARD in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By ANTHONY PENSWICK MONAMY HARRISON-WALLACE in the presence of:

) ) ) ) )

SIGNED AND DELIVERED AS A DEED By ROBERT KELL in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By MARK KERRIDGE in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By NICOLA KERRIDGE in the presence of:

) ) ) )

4

SCHEDULE 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace 6. Robert Kell 7. Mark Kerridge and Nicola Kerridge 8. Nigel Anthony Ashley Hawley 9. Rajan Mehta 10. Yuri Pasea 5

EXHIBIT 10.59 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 1 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: JULY 11, 2000 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Five Thousand One Hundred Forty-Three (5,143) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. Notwithstanding anything contained above to the contrary, this Warrant shall be refunded on a pro-rata basis in connection with the un-used portion of the $1,200,000 to be used by Borrower (as defined in the Amendment) as progress payments. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated: COMMON STOCK - shall mean and include the Company's authorized Common Stock, $0.01 par value, as constituted at the date hereof. EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended from time to time. SECURITIES ACT - the Securities Act of 1933, as amended. TERM OF THIS WARRANT - shall mean the period beginning on the date of initial issuance hereof and ending on July 11, 2005. WARRANT PRICE - $7.00 per share, subject to adjustment in accordance with Section 5 hereof. WARRANTS - this Warrant and any other Warrant or Warrants issued in connection with a First Amendment to Loan and Security Agreement executed by the Company and Transamerica Business Credit Corporation (the "Amendment") to the original holder of this Warrant, or any transferees from such original holder or this Holder. WARRANT SHARES - shares of Common Stock purchased or purchasable by the Holder of this Warrant upon the exercise hereof.

SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time after June 29, 2001, and from time to time thereafter until the expiration of the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = (WCS x (CMP-WP))/CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on -2-

the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby are not, at such time, required by law to bear such legend. SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant. SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant Price as provided in Section 5, the Holder shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares (calculated to the nearest tenth of a share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. -3-

SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such Common Stock. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock -4-

shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Excluded Stock" shall mean shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock or upon any subdivision or split-up of the outstanding shares of Common Stock. (iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant -5-

Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. (v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (viii) Whenever the Warrant Price shall be adjusted as provided in Section 5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first -6-

class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. SECTION 6. OWNERSHIP. 6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 6. 6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 13 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection -7-

with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 7 shall be applicable), the Company shall give notice thereof to the Holder hereof and shall make no distribution to shareholders until the expiration of thirty (30) days from the date of mailing of the aforesaid notice and, in any case, the Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty-day period shall thereafter become null and void. SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable in shares of its Common Stock, the Company shall mail notice thereof to the Holder hereof not less than thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution, and the Holder hereof shall not participate in such dividend or other distribution unless this Warrant is exercised prior to such record date. The provisions of this Section 9 shall not apply to distributions made in connection with transactions covered by Section 7. -8-

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or in a private placement. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Section 12.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, all fees and disbursements of counsel for any Holder and any blue sky fees and expenses excluded from the definition of "Registration Expenses." -9-

"Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth in Section 12.2(b) below. (b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 12.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. - 10 -

If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant. 12.3. EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to Section 12.2 hereof. All Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered. 12.4. REGISTRATION PROCEDURES. In the case of each registration effected by the Company pursuant to this Section 12, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will, at its expense: (a) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and (c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION. (a) The Company, with respect to each registration, qualification and compliance effected pursuant to this Section 12, will indemnify and hold harmless each Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, and each underwriter, if any, and each party who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, - 11 -

and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance. (b) Each Holder and Other Shareholder will, if Registrable Securities held by it, him or her are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each party who controls the Company or such underwriter, each other such Holder and Other Shareholder and each of their respective officers, directors, partners, and agents, and each party controlling such Holder or Other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Shareholders, directors, officers, partners, agents, parties, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document solely in reliance upon and in conformity with written information furnished to the Company by such Holder or Other Shareholder and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 12. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall provide such information as may be reasonably requested by an Indemnifying Party in order to enable such Indemnifying Party to defend a claim as to which indemnity is sought. - 12 -

12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time after it has become subject to such reporting requirements; and (c) So long as the Holder owns any Registrable Securities, furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement in connection with an offering of its Securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished in writing to the Holder by the Company. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered shall be deemed to be given when actually received by the addressee. SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. - 13 -

SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Loan and Security Agreement as amended. [Signature page to Stock Subscription Warrant follows] - 14 -

[Signature page to Stock Subscription Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 11th day of July, 2000. FUTURELINK CORP. [CORPORATE SEAL]
By: /s/ Jeffrey S. Marks -----------------------------------Title: Secretary ----------------------------------

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FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 16 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 17 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 18 -

EXHIBIT 10.60 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP, A DELAWARE CORPORATION . 13,140 COMMON STOCK 24 3/8 12/16/99 IMMEDIATELY AFTER THE EXPIRATION OF THE TERM OF MASTER LEASE AGREEMENT NO. 12035 BY AND BETWEEN EMC CORPORATION AND FURTURELINK CORP. DATED AS OF DECEMBER 21, 1999 (AS EXTENDED BY ANY AMENDMENTS THERETO AND SUBJECT TO ARTICLE 4.1 HEREOF)

THIS WARRANT CERTIFIES THAT, in consideration of the payment of the payment of $1.00 and for other good and valuable consideration. EMC CORPORATION or registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of the class of securities (the "Underlying Securities") of the Company at the Initial Exercise Price per Share (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3. 1.3 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying

Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If such Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.5 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of a reasonable indemnity or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 1.6 Repurchase on Sale, Merger or Consolidation of the Company. 1.6.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, (ii) license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (iii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.6.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities or on its common stock payable in common stock or other securities, subdivides the outstanding Underlying Securities or its common stock or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying 2

Securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received if this Warrant had been exercised immediately before such reclassification, exchange, substitution or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Certificate of Incorporation or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or other charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 2.5 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder as follows: (1) The initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value per share of the Underlying Securities as of the date of this Warrant. 3

(2) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the Warrant, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, may then be listed and/or quoted. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate with or into any other corporation, or sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given holders of such registration rights. 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications sent to the shareholders of the Company. 3.4 Registration . If, at any time commencing after the date hereof and as long as the Warrants have not terminated, the Company proposes to register any of its equity securities under the Act (other than in connection with the Company's initial public offering or a merger or pursuant to Form S-8, S-4 or comparable registration statement) it will give written notice, at least thirty (30) days prior to the filing of each such registration statement, to Holder of its intention to do so. If Holder notifies the Company within twenty (20) days after receipt of any 4

such notice of its desire to include any Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) in such proposed registration statement, the Company shall afford Holder the opportunity to have any such Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) registered on such registration statement (a "Piggyback Registration"). Holder shall be entitled to one Piggyback Registration. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, of applicable). Unless the Company is filing financial information with the Securities and Exchange Commission pursuant to the Exchange 5

Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.8 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. FUTURELINK CORP.
By: /s/ Kyle B. A. Scott ------------------------------Name: Kyle B. A. Scott ------------------------------Title: Vice President and General Counsel ----------------------------------

6

EXHIBIT 10.61 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION 20,000 SHARES COMMON STOCK, NO PAR VALUE $4.00 PER SHARE JULY 28, 2000

THIS WARRANT CERTIFIES that in consideration of the payment of $1.00 and for other good and valuable consideration, EMC Corporation or its registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of common stock of the Company (the "Underlying Securities") at the Initial Exercise Price per Share (the "Warrant Price") set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. The Warrants are being issued in connection with Supplement No. 7 to the Master Lease Agreement No. 12035 between EMC Corporation and the Company (the "Master Lease"). 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed notice (the "Notice of Exercise") to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares at the time of conversion minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.5. 1.3 Time of Exercise or Conversion. Holder may not exercise this Warrant until the earlier of June 30, 2001, and the date a registration statement registering the Underlying

Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Expiration Date. This Warrant shall expire the number of days following the expiration of the term of Supplement No. 7 to the Master Lease Agreement equal to the number of days between the date of this Warrant and the date on which EMC may exercise the Warrant under the terms of Section 1.3 above. 1.5 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.6 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.7 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 2

1.8 Repurchase on Sale, Merger or Consolidation of the Company. 1.8.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (ii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.8.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's charter or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The 3

provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its charter or other charter documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that: (1) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the warrants, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, issued to the public in connection herewith may then be listed and/or. 4

3.2 Notice of Certain Events. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of shares of common stock of the Company or securities convertible into shares of common stock of the Company, additional shares of stock of any class or series or other rights; (b) to effect any reclassification or recapitalization of common stock; or (c) to sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 3.4 Registration. If, at any time commencing after the date hereof and as long as the Warrants have not terminated, the Company proposes to register any of its equity securities under the Act (other than in connection with the Company's initial public offering or a merger or pursuant to Form S-8, S-4 or comparable registration statement) it will give written notice, at least thirty (30) days prior to the filing of each such registration statement, to Holder of its intention to do so. If Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) in such proposed registration statement, the Company shall afford Holder the opportunity to have any such Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) registered on such registration statement (a "Piggyback Registration"). Holder shall be entitled to one Piggyback Registration. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 5

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Exchange Act Rule 144(c), Holder represents that it has complied with Exchange Act Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Exchange Act Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Sections 4.3 and 4.7, Holder may transfer this Warrant or all or any part of the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of such transfer setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, of applicable). Unless the Company is filing financial information with the Securities and Exchange Commission pursuant to Section 13(a) of the Exchange Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred 6

eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.7 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. FUTURELINK CORP.
By: /s/ Jeffrey S. Marks --------------------------------------Jeffrey S. Marks, Corporate Secretary

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EXHIBIT 10.62 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION 4,903 SHARES COMMON STOCK, NO PAR VALUE $24.375 PER SHARE AUGUST 8, 2000 JUNE 30, 2002

THIS WARRANT CERTIFIES that in consideration of the payment of $1.00 and for other good and valuable consideration, EMC Corporation or its registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of common stock of the Company (the "Underlying Securities") at the Initial Exercise Price per Share (the "Warrant Price") set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. One Thousand Six Hundred and Forty Seven (1,647) of the Warrants are being issued in connection with Supplement No. 4 to the Master Lease Agreement No. 12035 between EMC Corporation and the Company (the "Master Lease"), and Three Thousand Two Hundred and Fifty Six (3,256) of the Warrants are being issued in connection with Supplement No. 5 to the Master Lease. 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed notice (the "Notice of Exercise") to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares at the time of conversion minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4. 1.3 Time of Exercise or Conversion. Holder may not exercise or convert this Warrant until

the earlier of June 30, 2001, and the date a registration statement registering the Underlying Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.6 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 1.7 Repurchase on Sale, Merger or Consolidation of the Company. 1.6.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (ii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.6.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares 2

issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's charter or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its charter or other charter documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the 3

Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that: (1) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the warrants, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, issued to the public in connection herewith may then be listed and/or. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of shares of common stock of the Company or securities convertible into shares of common stock of the Company, additional shares of stock of any class or series or other rights; (b) to effect any reclassification or recapitalization of common stock; or (c) to sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in 4

(b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 5

4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Exchange Act Rule 144(c), Holder represents that it has complied with Exchange Act Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Exchange Act Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Sections 4.3 and 4.7, Holder may transfer this Warrant or all or any part of the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of such transfer setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, of applicable). Unless the Company is filing financial information with the Securities and Exchange Commission pursuant to Section 13(a) of the Exchange Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic 6

consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.7 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. FUTURELINK CORP.
By: /s/ Jeffrey S. Marks -------------------------------------------Jeffrey S. Marks, Secretary

By:

/s/ Richard White ----------------------------------------Rick White, Senior Vice President, Administration

7

EXHIBIT 15.1 September 22, 2000 The Board of Directors and Stockholders FutureLink Corp. We are aware of the inclusion in the Registration Statement (Form SB-2) of FutureLink Corp. for the registration of 3,027,113 shares of its common stock of jour report dated August 30, 1999 relating to the unaudited financial statements of CN Networks, Inc. as of September 30, 1998 and 1999 and for the nine months then ended. MORELAND & DAVIS
/s/ Moreland & Davis [MORELAND & DAVIS LETTERHEAD]

EXHIBIT 15.2 [M. JEVAHIRIAN & CO. LETTERHEAD] September 22, 2000 The Board of Directors and Stockholders FutureLink Corp. We are aware of the inclusion in the Registration Statement (Form SB-2) of FutureLink Corp. for the registration of 3,027,113 shares of its common stock of our report dated February 3, 2000 relating to the unaudited combined financial statements of Async Technologies, Inc. and Async Technical Institute, Inc. as of September 30, 1998 and 1999 and for the nine months then ended.
/s/ M. JEVAHIRIAN & CO. ------------------------------M. Jevahirian & Co.

EXHIBIT 21.0 LIST OF SUBSIDIARIES We currently have the following wholly-owned subsidiaries: 1. FutureLink Micro Visions Corp., a Delaware corporation, doing business as FutureLink 2. FutureLink Pleasanton Corp., a Delaware corporation, doing business as FutureLink 3. FutureLink Async Corp., a Delaware corporation, doing business as FutureLink 4. FutureLink VSI Corp., a Maryland corporation, doing business as FutureLink 5. FutureLink Madison Corp., a Delaware corporation, doing business as FutureLink 6. FutureLink Canada Corp., an Alberta corporation, doing business as FutureLink 7. KNS Holdings Limited, a U.K. corporation, which wholly owns FutureLink Europe Limited, a U.K. corporation 8. 3045207 Nova Scotia Company, a Nova Scotia unlimited liability company which wholly owns 1423280 Ontario Inc., an Ontario corporation

EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Selected Consolidated Financial Data" and "Experts" and to the use of our report dated March 14, 2000, except for Note 13, as to which the date is April 29, 2000, and Note 16, as to which the date is June 29, 2000, in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated September 25, 2000.
/s/ ERNST & YOUNG LLP

Orange County, California September 21, 2000

EXHIBIT 23.3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 28, 2000, with respect to the financial statements of Vertical Software, Inc. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated September 25, 2000.
/s/ ERNST & YOUNG LLP

MCLEAN, VIRGINIA September 22, 2000

EXHIBIT 23.4 [JOEL E. SAMMET & CO. LETTERHEAD] September 22, 2000 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 14, 2000, with respect to the financial statements of MICROLAN SYSTEMS, INC. "DBA" MADISON TECHNOLOGY GROUP, MADISON CONSULTING RESOURCES, INC. and MADISON CONSULTING RESOURCES NJ, INC. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. Dated September 22, 2000. Very truly yours, JOEL E. SAMMET & CO.
/s/ FRANKLIN M. JACOBSON -----------------------Franklin M. Jacobson

FMJ/rn

EXHIBIT 23.5 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated November 17, 1999, with respect to the financial statements of Executive LAN Management, Inc., dba Micro Visions included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated September 25, 2000.
/s/ ERNST & YOUNG LLP Orange County, California September 21, 2000

EXHIBIT 23.6 [MORELAND & DAVIS LETTERHEAD] CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated August 30, 1999 with respect to the financial statements of CN Networks dba Computer Networks included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corporation dated September 22, 2000.
/s/ MORELAND & DAVIS ----------------------Moreland & Davis Alameda County, California

September 22, 2000

EXHIBIT 23.7 [M. JEVAHIRIAN & CO. LETTERHEAD] CONSENT OF M. JEVAHIRIAN & CO., INDEPENDENT AUDITORS September 22, 2000 We consent to the reference to our firm under the caption "Experts" and to the use of our report dated February 3, 2000, with respect to the combined financial statements of ASYNC TECHNOLOGIES, INC. and ASYNC TECHNICAL INSTITUTE, INC. included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated September 22, 2000.
/s/ M. JEVAHIRIAN & CO. -----------------------M. Jevahirian & Co.

[ERNST & YOUNG LETTERHEAD] EXHIBIT 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 28, 2000, with respect to the financial statements of KNS Holdings Limited included in the Registration Statement (Form SB-2) and related Prospectus of FutureLink Corp. dated September 22, 2000.
/s/ ERNST & YOUNG LLP -----------------------------Reading, England September 22, 2000

rdance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Lease Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 3rd day of November, 1999. FURURELINK CORP. [CORPORATE SEAL]
By: /s/ R. Kilambi ------------------------------------Title: CFO ----------------------------------

- 13 -

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one]

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 14 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 15 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 16 -

EXHIBIT 10.56 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 2 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: NOVEMBER 3, 1999 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Twenty Thousand Five Hundred Eighty-Nine (20,589) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part.

EXHIBIT 10.56 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 2 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: NOVEMBER 3, 1999 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Twenty Thousand Five Hundred Eighty-Nine (20,589) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated: COMMON STOCK - shall mean and include the Company's authorized Common Stock, $0.01 par value, as constituted at the date hereof. EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended from time to time. SECURITIES ACT - the Securities Act of 1933, as amended. TERM OF THIS WARRANT - shall mean the period beginning on the date of initial issuance hereof and ending on November 3, 2004. WARRANT PRICE - $8.50 per share, subject to adjustment in accordance with Section 5 hereof. WARRANTS - this Warrant and any other Warrant or Warrants issued in connection with a Commitment Letter dated September 10, 1999 executed by the Company and Transamerica Business Credit Corporation (the "Commitment Letter") to the original holder of this Warrant, or any transferees from such original holder or this Holder. WARRANT SHARES - shares of Common Stock purchased or purchasable by the Holder of this Warrant upon the exercise hereof.

1.1 VESTING OF WARRANT NO. 2. This rights of this Warrant shall immediately vest upon confirmation by Holder of Company's receipt of gross proceeds from a capital infusion in an amount not less than $30,000,000 or a lesser amount acceptable to Holder. SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as

1.1 VESTING OF WARRANT NO. 2. This rights of this Warrant shall immediately vest upon confirmation by Holder of Company's receipt of gross proceeds from a capital infusion in an amount not less than $30,000,000 or a lesser amount acceptable to Holder. SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. -2-

2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act."

2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby are not, at such time, required by law to bear such legend. SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant. SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant Price as provided in Section 5, the Holder shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares (calculated to the nearest tenth of a share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: -3-

(A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus

(A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such Common Stock. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; -4-

(B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and

(B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Excluded Stock" shall mean shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock or upon any subdivision or split-up of the outstanding shares of Common Stock. (iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. -5-

(v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a

(v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (viii) Whenever the Warrant Price shall be adjusted as provided in Section 5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the -6-

determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to

determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. SECTION 6. OWNERSHIP. 6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 6. 6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 13 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to -7-

receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant.

receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 7 shall be applicable), the Company shall give notice thereof to the Holder hereof and shall make no distribution to shareholders until the expiration of thirty (30) days from the date of mailing of the aforesaid notice and, in any case, the Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty-day period shall thereafter become null and void. SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable in shares of its Common Stock, the Company shall mail notice thereof to the Holder hereof not less than thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution, and the Holder hereof shall not participate in such dividend or other distribution unless this Warrant is exercised prior to such record date. The provisions of this Section 9 shall not apply to distributions made in connection with transactions covered by Section 7. SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. -8-

SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or

SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or in a private placement. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Section 12.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, all fees and disbursements of counsel for any Holder and any blue sky fees and expenses excluded from the definition of "Registration Expenses." "Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth in Section 12.2(b) below. -9-

(b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders

(b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 12.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant. 12.3. EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to Section 12.2 hereof. All Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered. 12.4. REGISTRATION PROCEDURES. In the case of each registration effected by the Company pursuant to this Section 12, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will, at its expense: (a) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and - 10 -

(c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION.

(c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION. (a) The Company, with respect to each registration, qualification and compliance effected pursuant to this Section 12, will indemnify and hold harmless each Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, and each underwriter, if any, and each party who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance. (b) Each Holder and Other Shareholder will, if Registrable Securities held by it, him or her are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each party who controls the Company or such underwriter, each other such Holder and Other Shareholder and each of their respective officers, directors, partners, and agents, and each party controlling such Holder or Other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Shareholders, directors, officers, partners, agents, parties, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document solely in reliance upon and in conformity with written information furnished to the Company by such Holder or Other Shareholder and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification - 11 -

or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting

or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 12. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall provide such information as may be reasonably requested by an Indemnifying Party in order to enable such Indemnifying Party to defend a claim as to which indemnity is sought. 12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time after it has become subject to such reporting requirements; and (c) So long as the Holder owns any Registrable Securities, furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement in connection with an offering of its Securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. - 12 -

SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished

SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished in writing to the Holder by the Company. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered shall be deemed to be given when actually received by the addressee. SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Lease Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 3rd day of November, 1999. FURURELINK CORP. [CORPORATE SEAL]
By: /s/ R. Kilambi ------------------------------------Title: CFO ----------------------------------

- 13 -

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 14 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 15 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 16 -

EXHIBIT 10.57 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 20, 1999, by and among Futurelink Corp., a Delaware corporation (the "Company") and the persons listed in Schedule 1 hereto (each a "Vendor" and collectively the "Vendors"). Terms and Conditions In consideration of the mutual covenants and agreements contained in this Agreement and the Sale and Purchase Agreement, and intending to be legally bound, the parties hereto agree as follows: SECTION 1. Definitions. As used in this Agreement, the following terms have the meanings indicated below or in the referenced sections of this Agreement or the Sale and Purchase Agreement, as applicable: "Commission." The United States Securities and Exchange Commission. "Common Stock." The Company's Common Stock, $.0001 par value per share, as the same may be constituted from time to time. "Completion Date." As defined in Section 1.1 of the Sale and Purchase Agreement. "Consideration Shares." As defined in Section 1.1 of the Sale and Purchase Agreement and any and all shares of voting common stock of the Company which are issued in respect of the Consideration Shares in connection with

EXHIBIT 10.57 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of December 20, 1999, by and among Futurelink Corp., a Delaware corporation (the "Company") and the persons listed in Schedule 1 hereto (each a "Vendor" and collectively the "Vendors"). Terms and Conditions In consideration of the mutual covenants and agreements contained in this Agreement and the Sale and Purchase Agreement, and intending to be legally bound, the parties hereto agree as follows: SECTION 1. Definitions. As used in this Agreement, the following terms have the meanings indicated below or in the referenced sections of this Agreement or the Sale and Purchase Agreement, as applicable: "Commission." The United States Securities and Exchange Commission. "Common Stock." The Company's Common Stock, $.0001 par value per share, as the same may be constituted from time to time. "Completion Date." As defined in Section 1.1 of the Sale and Purchase Agreement. "Consideration Shares." As defined in Section 1.1 of the Sale and Purchase Agreement and any and all shares of voting common stock of the Company which are issued in respect of the Consideration Shares in connection with any stock dividends, splits, reverse splits or combinations or into which the Consideration Shares are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, such Consideration Shares. "Exchange Act." The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. "NASD." The National Association of Securities Dealers, Inc. "Person." An individual, a partnership, a corporation, a limited liability company or partnership, an association, a joint stock company, a trust, a business trust, a joint venture, an unincorporated organization or a government entity or any department, agency, or political subdivision thereof. "Sale and Purchase Agreement." The Agreement dated November 15, 1999 among the parties hereto relating to the sale and purchase of the entire issued share capital of KNS Holdings Limited. "Securities Act." The Securities Act of 1933, as amended, and the rules and regulations thereunder. "Suspension Period." As defined in Section 2(b) hereof. 1

SECTION 2. Required Registration. (a) Within 180 days after the Completion Date, in accordance with the Securities Act and the rules and regulations of the Commission, the Company shall prepare and file with the Commission a registration statement under the Securities Act on an appropriate form, covering the Consideration Shares and the intended methods of distribution by the Vendors and shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and to remain effective until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the

SECTION 2. Required Registration. (a) Within 180 days after the Completion Date, in accordance with the Securities Act and the rules and regulations of the Commission, the Company shall prepare and file with the Commission a registration statement under the Securities Act on an appropriate form, covering the Consideration Shares and the intended methods of distribution by the Vendors and shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable and to remain effective until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. For purposes of this Section 2(a) and Section 9, the Consideration Shares of each Vendor shall be deemed to include the Consideration Shares of each other Vendor that such Vendor would be required under any provision of Rule 144 (other than paragraph (e)(3)(vi) thereof) to aggregate with its or his Consideration Shares for purposes of the volume limitations of Rule 144. In the event that any public offering pursuant to this Agreement shall involve, in whole or in part, an underwritten offering, the Company shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering who shall be reasonably acceptable to Vendors owning a majority of the Consideration Shares proposed to be sold therein. Notwithstanding the foregoing, the Company may delay in filing the registration statement and may withhold efforts to cause the registration statement to become effective if the Company determines in good faith that such registration might (1) interfere with or affect the negotiation or completion of any transaction or other material event that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised, or (2) involve initial or continuing disclosure obligations that might not be in the best interest of the Company's stockholders. The Company may exercise such right to delay the filing of the registration statement one time and may delay the filing of the registration statement for not more than ninety (90) days. (b) Following the effectiveness of a registration statement filed pursuant to this section, the Company may, at any time, suspend the effectiveness of such registration for up to 90 days, as appropriate (a "Suspension Period"), by giving notice to the Vendors, if the Company shall have determined that the Company may be required to disclose in the registration statement (and is not otherwise required at the time to disclose) any material corporate development which disclosure may have a material effect on the Company. Notwithstanding the foregoing, no more than two Suspension Periods may occur in any rolling 12-month period. The Company shall end any Suspension Period early if, and as promptly as practicable after, the corporate development giving rise thereto is disclosed or becomes immaterial. Upon receipt of any notice from the Company of a Suspension Period, the Vendors shall forthwith discontinue disposition of Consideration Shares until the end of the Suspension Period or the Vendors earlier (i) are advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) have received copies of a supplemental or amended prospectus, if applicable, and (iii) have received copies of any additional or 2

supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. (c) The Vendors acknowledge that the Company's obligations under this Section 2 may be satisfied, in the Company's sole discretion, by the inclusion of the Consideration Shares in any registration statement filed by the Company for the benefit of any of its other stockholders. SECTION 3. Restrictions on Public Sale by Securities Holders. Each Vendor agrees not to make any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of any underwritten registration, for the benefit of the Company or of any selling stockholders, as any managing underwriter(s) of such underwriting may reasonably request, provided that all "affiliates" (within the meaning of Rule 144) of the Company are similarly restricted. SECTION 4. Registration Procedures. When the Company effects the registration of the Consideration Shares under the Securities Act pursuant to

supplemental filings which are incorporated or deemed to be incorporated by reference into such prospectus. (c) The Vendors acknowledge that the Company's obligations under this Section 2 may be satisfied, in the Company's sole discretion, by the inclusion of the Consideration Shares in any registration statement filed by the Company for the benefit of any of its other stockholders. SECTION 3. Restrictions on Public Sale by Securities Holders. Each Vendor agrees not to make any public sale or distribution of equity securities of the Company, including a sale pursuant to Rule 144, during such customary period prior to and following the effective date of any underwritten registration, for the benefit of the Company or of any selling stockholders, as any managing underwriter(s) of such underwriting may reasonably request, provided that all "affiliates" (within the meaning of Rule 144) of the Company are similarly restricted. SECTION 4. Registration Procedures. When the Company effects the registration of the Consideration Shares under the Securities Act pursuant to Section 2 hereof, the Company will, at its expense, as expeditiously as possible: (i) In accordance with the Securities Act and the rules and regulations of the Commission, prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for such period and such registration statement and prospectus accurate and complete for such period; (ii) Furnish to the Vendors such reasonable number of copies of the registration statement (including exhibits), preliminary prospectus, final prospectus, any amendment or supplement to any of the foregoing and such other documents as the Vendors may reasonably request in order to facilitate the public offering of such securities; (iii) Use its best efforts to register or qualify the securities covered by such registration statement and to maintain such registration or qualification under such state securities or blue sky laws as any of the Vendors shall reasonably request, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified; (iv) Notify the Vendors, promptly after it shall receive notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; 3

(v) Notify the Vendors promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vi) Notify each Vendor, at any time when a prospectus relating to such securities is required to be delivered under the Securities Act, of any event which would cause any such prospectus or any other prospectus as then in effect to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and file with the Commission, and promptly notify the Vendors of the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any such statements or omissions. (vii) Advise the Vendors, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (viii) Use its best efforts to list or qualify all Consideration Shares covered by such registration statement on any securities exchange or inter-dealer quotation system on which any of the Company's shares of Common Stock are then listed or quoted; and (ix) Permit a single firm of counsel designated by the Vendors a reasonable period of time prior to the filing of any

(v) Notify the Vendors promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vi) Notify each Vendor, at any time when a prospectus relating to such securities is required to be delivered under the Securities Act, of any event which would cause any such prospectus or any other prospectus as then in effect to include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and file with the Commission, and promptly notify the Vendors of the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any such statements or omissions. (vii) Advise the Vendors, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (viii) Use its best efforts to list or qualify all Consideration Shares covered by such registration statement on any securities exchange or inter-dealer quotation system on which any of the Company's shares of Common Stock are then listed or quoted; and (ix) Permit a single firm of counsel designated by the Vendors a reasonable period of time prior to the filing of any Registration Statement with the Commission to review said document, and shall not file any document in a form to which such counsel reasonably objects; (x) Enter into such customary agreements (including an underwriting agreement in customary form) and take all other actions in connection with those agreements as the Vendors or the underwriters, if any, reasonably request to expedite or facilitate the disposition of the Consideration Shares; (xi) Make available for inspection, upon reasonable notice during regular business hours, by a single representative of any Vendor, any underwriter participating in any disposition pursuant to the registration statement, and any attorney, accountant, or other agent of any seller or underwriter, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Vendor or underwriter in connection with the registration statement; provided that an appropriate and customary confidentiality agreement is executed by any such Vendor, underwriter, attorney, accountant or other agent; (xii) In connection with any underwritten offering, obtain a "comfort" letter from the Company's independent public accountants in customary form and covering those matters customarily covered by "comfort" letters as the Vendors or the managing underwriter reasonably requests (and, if the Company is able after using commercially 4

reasonable efforts, the letter shall be addressed to the Vendors, the Company and the underwriters, provided that the Vendors (A) acknowledge in writing that they have liabilities/responsibilities equivalent to those of the underwriters or (B) provide such other acknowledgement as may be required by the Company's independent public accountants); (xiii) In connection with any underwritten offering, furnish, at the request of any underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing the underwriter(s) of the offering, addressed to the underwriters; (xiv) Cooperate with each underwriter participating in the disposition of such Consideration Shares and its respective counsel in connection with any filings required to be made with the NASD; and (xv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first full calendar month after the effective date of such registration

reasonable efforts, the letter shall be addressed to the Vendors, the Company and the underwriters, provided that the Vendors (A) acknowledge in writing that they have liabilities/responsibilities equivalent to those of the underwriters or (B) provide such other acknowledgement as may be required by the Company's independent public accountants); (xiii) In connection with any underwritten offering, furnish, at the request of any underwriter(s) of the offering, an opinion of counsel representing the Company for the purposes of the registration, in the form and substance customarily given to underwriters in an underwritten public offering and reasonably satisfactory to counsel representing the underwriter(s) of the offering, addressed to the underwriters; (xiv) Cooperate with each underwriter participating in the disposition of such Consideration Shares and its respective counsel in connection with any filings required to be made with the NASD; and (xv) Otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and not file any amendment or supplement to such registration statement or prospectus to which any Vendor shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder, having been furnished with a copy thereof at least five business days prior to the filing thereof. SECTION 5. Expenses. With respect to any registration effected pursuant to Section 2 hereof, all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith shall be borne by the Company; provided, however, that the Vendors shall bear (i) their own underwriting discounts or commissions, selling or placement agent or broker fees and commissions, and transfer taxes, if any, in connection with the sales of securities by such Vendors, and (ii) the legal fees and expenses of their own counsel. SECTION 6. Indemnification. (a) Indemnification by the Company. In the event of any registration of Consideration Shares under the Securities Act pursuant to this Agreement, to the full extent permitted by law, the Company agrees to indemnify each Vendor, its officers, directors, trustees, partners, employees, advisors and agents, and each Person who controls any Vendor (within the meaning of the Securities Act and the Exchange Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or allegedly untrue statement of material fact contained in any registration statement under which the Consideration Shares were registered under the Securities Act, any prospectus or preliminary prospectus contained therein or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such 5

statements were made, except to the extent the untrue or allegedly untrue statement or omission or alleged omission resulted from information that such Vendor furnished in writing to the Company expressly for use therein. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements. (b) Indemnification by the Vendors. In connection with any registration statement filed pursuant to this Agreement, each Vendor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any registration statement or prospectus and each Vendor agrees, severally and not jointly, to indemnify, to the extent permitted by law, the Company, its directors, officers, trustees, partners, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to

statements were made, except to the extent the untrue or allegedly untrue statement or omission or alleged omission resulted from information that such Vendor furnished in writing to the Company expressly for use therein. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, the Company will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements. (b) Indemnification by the Vendors. In connection with any registration statement filed pursuant to this Agreement, each Vendor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any registration statement or prospectus and each Vendor agrees, severally and not jointly, to indemnify, to the extent permitted by law, the Company, its directors, officers, trustees, partners, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, but only to the extent that the untrue or allegedly untrue statement or omission or alleged omission is contained in or omitted from any information or affidavit such Vendor furnished in writing to the Company expressly for use therein and only in an amount not exceeding the net proceeds received by such Vendor with respect to securities sold pursuant to such registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Vendor, severally and not jointly, will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements. (c) Indemnification Proceedings. Any Person entitled to indemnification under this Agreement will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in the indemnified party's reasonable judgment a conflict of interest may exist between the indemnified and indemnifying parties with respect to the claim, permit the indemnifying party to assume the defense of the claim with counsel reasonably satisfactory to the indemnified party. If the indemnifying party does not assume the defense, the indemnifying party will not be liable for any settlement made without its consent (but that consent may not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or will enter into any settlement that does not include as an unconditional term thereof the claimant's or plaintiff's release of the indemnified party from all liability concerning the claim or litigation. An indemnifying party who is not entitled to or elects not to assume the defense of a claim will not be under an obligation to pay the fees and expenses of more than one counsel for all parties indemnified by the indemnifying party with respect to the claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between 6

the indemnified party and any other indemnified party with respect to the claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of no more than one additional counsel for the indemnified parties. (d) Contribution. If the indemnification provided for in Section 6(a) or (b) is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party thereunder shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities oR expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Vendors and the parties' relative intent and knowledge. The parties hereto agree that it would not be just and equitable if contribution pursuant this Section 6(d) were

the indemnified party and any other indemnified party with respect to the claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of no more than one additional counsel for the indemnified parties. (d) Contribution. If the indemnification provided for in Section 6(a) or (b) is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party thereunder shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities oR expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Vendors and the parties' relative intent and knowledge. The parties hereto agree that it would not be just and equitable if contribution pursuant this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding anything herein to the contrary, no Vendor shall be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses, if any) received by such Vendor exceeds the amount of any damages that such Vendor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. SECTION 7. Vendor Information. The Company may require each Vendor to furnish the Company such information as may be required or advisable to be included in the registration statement with respect to such Vendor and the distribution of its Consideration Shares as the Company may from time to time reasonably request and such Vendor shall furnish all such information. SECTION 8. Delay of Registration. The Vendors shall not have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of these registration rights. SECTION 9. Rule 144. The Company agrees that it will use its best efforts to file with the Commission in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, to the extent required from 7

time to time, to enable each Vendor to sell Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, or (ii) any similar rule or regulation hereafter adopted by the Commission, until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. The Company also agrees to furnish to each Vendor forthwith upon request any information which such Vendor may reasonably request in availing itself of Rule 144. SECTION 10. Miscellaneous. (a) Amendment. This Agreement may be amended or modified only by a written agreement executed by the Company and each Vendor. (b) Benefit of Parties; Assignment. All of the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns, including without limitation all subsequent

time to time, to enable each Vendor to sell Consideration Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, or (ii) any similar rule or regulation hereafter adopted by the Commission, until the earlier to occur of the date (i) the Consideration Shares covered thereby have been sold, or (ii) by which each Vendor may sell all of its or his Consideration Shares covered thereby within a three-month period under Rule 144 promulgated under the Securities Act. The Company also agrees to furnish to each Vendor forthwith upon request any information which such Vendor may reasonably request in availing itself of Rule 144. SECTION 10. Miscellaneous. (a) Amendment. This Agreement may be amended or modified only by a written agreement executed by the Company and each Vendor. (b) Benefit of Parties; Assignment. All of the terms and provisions of this Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns, including without limitation all subsequent holders of securities entitled to the benefits of this Agreement who agree in writing to become bound by the terms of this Agreement. (c) Captions. The captions of the sections and subsections of this Agreement are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any provision of this Agreement. (d) Cooperation. The parties agree that after execution of this Agreement they will from time to time, upon the request of any other party and without further consideration, execute, acknowledge and deliver in proper form any further instruments and take such other action as any other party may reasonably require to carry out effectively the intent of this Agreement. (e) Counterparts; Facsimile Execution. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile execution and delivery of this Agreement shall be legal, valid and binding execution and delivery for all purposes. (f) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings between the parties with respect thereto. There are no promises, covenants or undertakings other than those expressly set forth or provided for in this Agreement. (g) Governing Law. The internal law of the State of New York will govern the interpretation, construction, and enforcement of this Agreement and all transactions 8

and agreements contemplated hereby, notwithstanding the choice of law rules of any state or country to the contrary. (h) Notices. All notices, requests, demands, or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and delivery shall be deemed sufficient in all respects and to have been duly given on the date of service if delivered personally to the party to whom notice is to be given, or upon receipt if mailed by first class mail, return receipt requested, postage prepaid, and properly addressed to the addresses of the parties set forth in the Sale and Purchase Agreement or to such other address(es) as the respective parties hereto shall from time to time designate to the other(s) in writing. (i) Specific Performance. Each of the parties agrees that damages for a breach of or default under this Agreement would be inadequate and that in addition to all other remedies available at law or in equity that the parties and their successors and assigns shall be entitled to specific performance or injunctive relief, or both, in the event of a breach or a threatened breach of this Agreement. (j) Validity of Provisions. Should any part of this Agreement for any reason be declared by any court of

and agreements contemplated hereby, notwithstanding the choice of law rules of any state or country to the contrary. (h) Notices. All notices, requests, demands, or other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and delivery shall be deemed sufficient in all respects and to have been duly given on the date of service if delivered personally to the party to whom notice is to be given, or upon receipt if mailed by first class mail, return receipt requested, postage prepaid, and properly addressed to the addresses of the parties set forth in the Sale and Purchase Agreement or to such other address(es) as the respective parties hereto shall from time to time designate to the other(s) in writing. (i) Specific Performance. Each of the parties agrees that damages for a breach of or default under this Agreement would be inadequate and that in addition to all other remedies available at law or in equity that the parties and their successors and assigns shall be entitled to specific performance or injunctive relief, or both, in the event of a breach or a threatened breach of this Agreement. (j) Validity of Provisions. Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, that decision shall not affect the validity of the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated, it being the intent of the parties that they would have executed the remaining portion of the Agreement without including any part or portion that may for any reason be declared invalid. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. FUTURELINK CORP.
By: /s/ Jim Bailey ----------------------------------------Name: Jim Bailey Title: Director of Mergers and Acquisitions

For and on behalf of the Vendors by:

DENIS CHRISTOPHER MOORE as Attorney
/s/ Denis Christopher Moore ---------------------------------------------

9

Schedule 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace

Schedule 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace 6. Robert Kell 7. Mark Kerridge and Nicola Kerridge 8. Nigel Anthony Ashley Hawley 9. Rajan Mehta 10. Yuri Pasea 10

EXHIBIT 10.58 FUTURELINK CORP.

AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT

PAUL, HASTINGS, JANOFSKY & WALKER LLP TOWER 42 25 OLD BROAD STREET LONDON EC2N 1HQ TEL: (020) 7562 4000 FAX: (020) 7628 4444

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT No. 1 (the "AMENDMENT") is entered into as of this 19th day of June 2000, by and among FutureLink Corp., a corporation incorporated under the laws of the State of Delaware ("COMPANY"), and the persons listed in Schedule 1 hereto (each a "VENDOR" and collectively the "VENDORS"). For purposes of this Amendment, all capitalised terms shall have the meanings ascribed to such terms in the Registration Rights Agreement (defined below) unless otherwise defined herein. The Company and the Vendors

EXHIBIT 10.58 FUTURELINK CORP.

AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT

PAUL, HASTINGS, JANOFSKY & WALKER LLP TOWER 42 25 OLD BROAD STREET LONDON EC2N 1HQ TEL: (020) 7562 4000 FAX: (020) 7628 4444

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT No. 1 (the "AMENDMENT") is entered into as of this 19th day of June 2000, by and among FutureLink Corp., a corporation incorporated under the laws of the State of Delaware ("COMPANY"), and the persons listed in Schedule 1 hereto (each a "VENDOR" and collectively the "VENDORS"). For purposes of this Amendment, all capitalised terms shall have the meanings ascribed to such terms in the Registration Rights Agreement (defined below) unless otherwise defined herein. The Company and the Vendors are collectively referred to herein as the "PARTIES". Reference is hereby made to that certain Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated 20 December 1999, by and among the Company and the Vendors. In the event of any conflict between the provisions of this Amendment and the Registration Rights Agreement, the provisions of this Amendment shall take precedence. RECITALS A. The Company and the Vendors have entered into certain note extension agreements (the "NOTE EXTENSION AGREEMENTS") relating to a deed poll constituting loan notes maturing on 20 June 2000, dated 20 December 1999, executed by the Company. B. The Parties desire to amend the Registration Rights Agreement to reflect the agreements contained in the Note Extension Agreements. NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements contained in this Amendment, and intending to be legally bound, the parties hereto agree as follows: 1. Section 2(a) of the Registration Rights Agreement is hereby amended as follows: 1

(a) The words "within 180 days after the Completion Date" shall be deleted and the words "no later than 30 September 2000" shall be substituted therefor.

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT No. 1 (the "AMENDMENT") is entered into as of this 19th day of June 2000, by and among FutureLink Corp., a corporation incorporated under the laws of the State of Delaware ("COMPANY"), and the persons listed in Schedule 1 hereto (each a "VENDOR" and collectively the "VENDORS"). For purposes of this Amendment, all capitalised terms shall have the meanings ascribed to such terms in the Registration Rights Agreement (defined below) unless otherwise defined herein. The Company and the Vendors are collectively referred to herein as the "PARTIES". Reference is hereby made to that certain Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated 20 December 1999, by and among the Company and the Vendors. In the event of any conflict between the provisions of this Amendment and the Registration Rights Agreement, the provisions of this Amendment shall take precedence. RECITALS A. The Company and the Vendors have entered into certain note extension agreements (the "NOTE EXTENSION AGREEMENTS") relating to a deed poll constituting loan notes maturing on 20 June 2000, dated 20 December 1999, executed by the Company. B. The Parties desire to amend the Registration Rights Agreement to reflect the agreements contained in the Note Extension Agreements. NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements contained in this Amendment, and intending to be legally bound, the parties hereto agree as follows: 1. Section 2(a) of the Registration Rights Agreement is hereby amended as follows: 1

(a) The words "within 180 days after the Completion Date" shall be deleted and the words "no later than 30 September 2000" shall be substituted therefor. (b) The third paragraph of Section 2(a) shall be deleted in its entirety. 2. The Company shall provide written reports by e-mail or facsimile transmission, to Denis Moore, legal advisor to the Vendors, on each of 4 August 2000, 25 August 2000 and 15 September 2000 with regard to the status of the Company's preparation and filing with the Commission of a registration statement pursuant to Section 2(a) of the Registration Rights Agreement, and shall make its officers reasonably available to the Vendors and their legal advisors to answer questions concerning such preparation and filing from the date hereof and until 30 September 2000. 3. Except as expressly modified hereby, the Registration Rights Agreement shall remain in full force and effect. 4. The general law of the State of New York will govern the interpretation, construction and enforcement of this Amendment and all transactions and agreements contemplated hereby, notwithstanding the choice law rules of any state or country to the contrary. 5. This Amendment shall not be amended, modified, revised or changed in any way except with the prior written consent of all the Parties. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(a) The words "within 180 days after the Completion Date" shall be deleted and the words "no later than 30 September 2000" shall be substituted therefor. (b) The third paragraph of Section 2(a) shall be deleted in its entirety. 2. The Company shall provide written reports by e-mail or facsimile transmission, to Denis Moore, legal advisor to the Vendors, on each of 4 August 2000, 25 August 2000 and 15 September 2000 with regard to the status of the Company's preparation and filing with the Commission of a registration statement pursuant to Section 2(a) of the Registration Rights Agreement, and shall make its officers reasonably available to the Vendors and their legal advisors to answer questions concerning such preparation and filing from the date hereof and until 30 September 2000. 3. Except as expressly modified hereby, the Registration Rights Agreement shall remain in full force and effect. 4. The general law of the State of New York will govern the interpretation, construction and enforcement of this Amendment and all transactions and agreements contemplated hereby, notwithstanding the choice law rules of any state or country to the contrary. 5. This Amendment shall not be amended, modified, revised or changed in any way except with the prior written consent of all the Parties. 6. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 2

IN WITNESS WHEREOF, the parties have executed this Agreement as a deed on the date first written above.
EXECUTED AS A DEED By Richard M. White and Kyle B. A. Scott ) ) ) ) ) ) ) ) ) ) /s/ Richard M. White --------------------Richard M. White, Senior Vice President Administration /s/ Kyle B. A. Scott --------------------Vice President and Secretary

for and on behalf of FUTURELINK CORP.

SIGNED AND DELIVERED AS A DEED By NIGEL HAWLEY in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By YURI PASEA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By RAJAN MEHTA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By JOHN BENNETT in the presence of:

) ) ) )

IN WITNESS WHEREOF, the parties have executed this Agreement as a deed on the date first written above.
EXECUTED AS A DEED By Richard M. White and Kyle B. A. Scott ) ) ) ) ) ) ) ) ) ) /s/ Richard M. White --------------------Richard M. White, Senior Vice President Administration /s/ Kyle B. A. Scott --------------------Vice President and Secretary

for and on behalf of FUTURELINK CORP.

SIGNED AND DELIVERED AS A DEED By NIGEL HAWLEY in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By YURI PASEA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By RAJAN MEHTA in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By JOHN BENNETT in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By RICHARD BENNETT in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By COLIN MATTHISSEN in the presence of:

) ) ) )

3
The Common Seal of QUADRANGLE TRUSTEE COMPANY was hereunto affixed in the presence of ) ) )

SIGNED AND DELIVERED AS A DEED By PETER JOSEPH CROZIER in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By MICHAEL JOHN DORWARD in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED

)

The Common Seal of QUADRANGLE TRUSTEE COMPANY was hereunto affixed in the presence of

) ) )

SIGNED AND DELIVERED AS A DEED By PETER JOSEPH CROZIER in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By MICHAEL JOHN DORWARD in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By ANTHONY PENSWICK MONAMY HARRISON-WALLACE in the presence of:

) ) ) ) )

SIGNED AND DELIVERED AS A DEED By ROBERT KELL in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By MARK KERRIDGE in the presence of:

) ) ) )

SIGNED AND DELIVERED AS A DEED By NICOLA KERRIDGE in the presence of:

) ) ) )

4

SCHEDULE 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace 6. Robert Kell 7. Mark Kerridge and Nicola Kerridge 8. Nigel Anthony Ashley Hawley 9. Rajan Mehta

SCHEDULE 1 1. John Henry Bennett, Richard Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of the various family settlements established by John Bennett 2. Richard Bennett, John Henry Bennett, Colin Ainslie Matthissen and Quadrangle Trustee Company as trustee of various family settlements, established by Richard Bennett 3. Peter Joseph Crozier 4. Michael John Dorward 5. Anthony Penswick Monamy Harrison-Wallace 6. Robert Kell 7. Mark Kerridge and Nicola Kerridge 8. Nigel Anthony Ashley Hawley 9. Rajan Mehta 10. Yuri Pasea 5

EXHIBIT 10.59 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 1 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: JULY 11, 2000 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Five Thousand One Hundred Forty-Three (5,143) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. Notwithstanding anything contained above to the contrary, this Warrant shall be refunded on a pro-rata basis in connection with the un-used portion of the $1,200,000 to be used by Borrower (as defined in the Amendment) as progress payments. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated:

EXHIBIT 10.59 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NO. 1 STOCK SUBSCRIPTION WARRANT TO PURCHASE COMMON STOCK OF FUTURELINK CORP. (THE "COMPANY") DATE OF INITIAL ISSUANCE: JULY 11, 2000 THIS CERTIFIES THAT for value received, TBCC FUNDING TRUST II or its registered assigns (hereinafter called the "Holder") is entitled to purchase from the Company, at any time during the Term of this Warrant, Five Thousand One Hundred Forty-Three (5,143) shares of common stock, $0.01 par value, of the Company (the "Common Stock"), at the Warrant Price, payable as provided herein. Notwithstanding anything contained above to the contrary, this Warrant shall be refunded on a pro-rata basis in connection with the un-used portion of the $1,200,000 to be used by Borrower (as defined in the Amendment) as progress payments. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions herein contained, and may be exercised in whole or in part. SECTION 1. DEFINITIONS. For all purposes of this Warrant, the following terms shall have the meanings indicated: COMMON STOCK - shall mean and include the Company's authorized Common Stock, $0.01 par value, as constituted at the date hereof. EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended from time to time. SECURITIES ACT - the Securities Act of 1933, as amended. TERM OF THIS WARRANT - shall mean the period beginning on the date of initial issuance hereof and ending on July 11, 2005. WARRANT PRICE - $7.00 per share, subject to adjustment in accordance with Section 5 hereof. WARRANTS - this Warrant and any other Warrant or Warrants issued in connection with a First Amendment to Loan and Security Agreement executed by the Company and Transamerica Business Credit Corporation (the "Amendment") to the original holder of this Warrant, or any transferees from such original holder or this Holder. WARRANT SHARES - shares of Common Stock purchased or purchasable by the Holder of this Warrant upon the exercise hereof.

SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time after June 29, 2001, and from time to time thereafter until the expiration of the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank

SECTION 2. EXERCISE OF WARRANT. 2.1. PROCEDURE FOR EXERCISE OF WARRANT. To exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock), the Holder shall deliver to the Company at its office referred to in Section 13 hereof at any time after June 29, 2001, and from time to time thereafter until the expiration of the Term of this Warrant: (i) the Notice of Exercise in the form attached hereto, (ii) cash, certified or official bank check payable to the order of the Company, wire transfer of funds to the Company's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined in Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the office of the Company referred to in Section 13 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = (WCS x (CMP-WP))/CMP Where CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation) CMP equals the Current Market Price (at the date of such calculation) WP equals the Warrant Price (as adjusted to the date of such calculation) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 2.2. TRANSFER RESTRICTION LEGEND. Each certificate for Warrant Shares shall bear the following legend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on -2-

the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities

the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder thereof (which counsel shall be reasonably satisfactory to counsel for the Company) the securities represented thereby are not, at such time, required by law to bear such legend. SECTION 3. COVENANTS AS TO COMMON STOCK. The Company covenants and agrees that all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that it will pay when due and payable any and all federal and state taxes which may be payable in respect of the issue of this Warrant or any Common Stock or certificates therefor issuable upon the exercise of this Warrant. The Company further covenants and agrees that the Company will at all times have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. The Company further covenants and agrees that if any shares of capital stock to be reserved for the purpose of the issuance of shares upon the exercise of this Warrant require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued or delivered upon exercise, then the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon exercise of this Warrant. SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the Warrant Price as provided in Section 5, the Holder shall thereafter be entitled to purchase, at the Warrant Price resulting from such adjustment, the number of shares (calculated to the nearest tenth of a share) obtained by multiplying the Warrant Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment and dividing the product thereof by the Warrant Price resulting from such adjustment. -3-

SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to

SECTION 5. ADJUSTMENT OF WARRANT PRICE. The Warrant Price shall be subject to adjustment from time to time as follows: (i) If the Company shall at any time or from time to time during the Term of this Warrant issue shares of Common Stock other than Excluded Stock (as hereinafter defined) without consideration or for a consideration per share less than the Warrant Price in effect immediately prior to the issuance of such Common Stock, the Warrant Price in effect immediately prior to each such issuance or adjustment shall forthwith (except as provided in this clause (i)) be adjusted to a price equal to the quotient obtained by dividing: (A) an amount equal to the sum of (x) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately prior to such issuance multiplied by the Warrant Price in effect immediately prior to such issuance, plus (y) the consideration received by the Company upon such issuance, by (B) the total number of shares of Common Stock outstanding (including any shares of Common Stock deemed to have been issued pursuant to subdivision (3) of this clause (i) and to clause (ii) below) immediately after the issuance of such Common Stock. For the purposes of any adjustment of the Warrant Price pursuant to this clause (i), the following provisions shall be applicable: 1. In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof. 2. In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors of the Company, irrespective of any accounting treatment; provided, however, that such fair market value as determined by the Board of Directors, together with any cash consideration being paid, shall not exceed the aggregate Current Market Price (as hereinafter defined) of the shares of Common Stock being issued. 3. In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock, (ii) securities by their terms convertible into or exchangeable for Common Stock or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities: (A) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock -4-

shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such

shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such exercise), if any, received by the Company upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby; (B) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversions or exchanges thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above with the proviso in subdivision (2) being applied to the number of shares of Common Stock deliverable upon such conversion, exchange or exercise); (C) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, other than a change resulting from the antidilution provisions thereof, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights or securities not converted prior to such change or options or rights related to such securities not converted prior to such change being made upon the basis of such change; and (D) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Warrant Price shall forthwith be readjusted to such Warrant Price as would have obtained had the adjustment made upon the issuance of such options, rights, securities or options or rights related to such securities being made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities. (ii) "Excluded Stock" shall mean shares of Common Stock issued by the Company as a stock dividend payable in shares of Common Stock or upon any subdivision or split-up of the outstanding shares of Common Stock. (iii) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, subdivision or split-up, the Warrant -5-

Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. (v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying

Price shall be appropriately decreased so that the number of shares of Common Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding shares. (iv) If, at any time during the Term of this Warrant, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for such combination, the Warrant Price shall appropriately increase so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares. (v) In case, at any time during the Term of this Warrant, the Company shall declare a cash dividend upon its Common Stock payable otherwise than out of earnings or earned surplus or shall distribute to holders of its Common Stock shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends and distributions) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock), then, in each such case, immediately following the record date fixed for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the Warrant Price in effect thereafter shall be determined by multiplying the Warrant Price in effect immediately prior to such record date by a fraction of which the numerator shall be an amount equal to the difference of (x) the Current Market Price of one share of Common Stock minus (y) the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive) of the stock, securities, evidences of indebtedness, assets, options or rights so distributed in respect of one share of Common Stock, and of which the denominator shall be such Current Market Price. (vi) All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-tenth (1/10) of a share, as the case may be. (vii) For the purpose of any computation pursuant to this Section 5, the Current Market Price at any date of one share of Common Stock shall be deemed to be the average of the daily closing prices for the 15 consecutive business days ending on the last business day before the day in question (as adjusted for any stock dividend, split, combination or reclassification that took effect during such 15 business day period). The closing price for each day shall be the last reported sales price regular way or, in case no such reported sales took place on such day, the average of the last reported bid and asked prices regular way, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading or as reported by Nasdaq (or if the Common Stock is not at the time listed or admitted for trading on any such exchange or if prices of the Common Stock are not reported by Nasdaq then such price shall be equal to the average of the last reported bid and asked prices on such day as reported by The National Quotation Bureau Incorporated or any similar reputable quotation and reporting service, if such quotation is not reported by The National Quotation Bureau Incorporated); provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (v) are available for the period required hereunder, the Current Market Price shall be determined in good faith by the Board of Directors of the Company or, if such determination cannot be made, by a nationally recognized independent investment banking firm selected by the Board of Directors of the Company (or if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). (viii) Whenever the Warrant Price shall be adjusted as provided in Section 5, the Company shall prepare a statement showing the facts requiring such adjustment and the Warrant Price that shall be in effect after such adjustment. The Company shall cause a copy of such statement to be sent by mail, first -6-

class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders

class postage prepaid, to each Holder of this Warrant at its, his or her address appearing on the Company's records. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of subsection (x) of this Section 5. (ix) Adjustments made pursuant to clauses (iii), (iv) and (v) above shall be made on the date such dividend, subdivision, split-up, combination or distribution, as the case may be, is made, and shall become effective at the opening of business on the business day next following the record date for the determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution. (x) In the event the Company shall propose to take any action of the types described in clauses (iii), (iv), or (v) of this Section 5, the Company shall forward, at the same time and in the same manner, to the Holder of this Warrant such notice, if any, which the Company shall give to the holders of capital stock of the Company. (xi) In any case in which the provisions of this Section 5 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event issuing to the Holder of all or any part of this Warrant which is exercised after such record date and before the occurrence of such event the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment. SECTION 6. OWNERSHIP. 6.1. OWNERSHIP OF THIS WARRANT. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing hereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary until presentation of this Warrant for registration of transfer as provided in this Section 6. 6.2. TRANSFER AND REPLACEMENT. This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company referred to in Section 13 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 6, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than stock transfer taxes (if any) payable in connection -7-

with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of

with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws. SECTION 7. MERGERS, CONSOLIDATION, SALES. In the case of any proposed consolidation or merger of the Company with another entity, or the proposed sale of all or substantially all of its assets to another person or entity, or any proposed reorganization or reclassification of the capital stock of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder of this Warrant shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein, in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable hereunder, such shares of stock, securities or assets as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for the number of shares of such Common Stock purchasable hereunder immediately before such consolidation, merger, sale, reorganization or reclassification. In any such case appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof shall thereafter be applicable as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of this Warrant. SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION. In case of any distribution of the assets of the Company in dissolution or liquidation (except under circumstances when the foregoing Section 7 shall be applicable), the Company shall give notice thereof to the Holder hereof and shall make no distribution to shareholders until the expiration of thirty (30) days from the date of mailing of the aforesaid notice and, in any case, the Holder hereof may exercise this Warrant within thirty (30) days from the date of the giving of such notice, and all rights herein granted not so exercised within such thirty-day period shall thereafter become null and void. SECTION 9. NOTICE OF EXTRAORDINARY DIVIDENDS. If the Board of Directors of the Company shall declare any dividend or other distribution on its Common Stock except out of earned surplus or by way of a stock dividend payable in shares of its Common Stock, the Company shall mail notice thereof to the Holder hereof not less than thirty (30) days prior to the record date fixed for determining shareholders entitled to participate in such dividend or other distribution, and the Holder hereof shall not participate in such dividend or other distribution unless this Warrant is exercised prior to such record date. The provisions of this Section 9 shall not apply to distributions made in connection with transactions covered by Section 7. -8-

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. SECTION 12. REGISTRATION RIGHTS; ETC.

SECTION 10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the exercise of this Warrant but in any case where the Holder would, except for the provisions of this Section 10, be entitled under the terms hereof to receive a fractional share upon the complete exercise of this Warrant, the Company shall, upon the exercise of this Warrant for the largest number of whole shares then called for, pay a sum in cash equal to the excess of the value of such fractional share (determined in such reasonable manner as may be prescribed in good faith by the Board of Directors of the Company) over the Warrant Price for such fractional share. SECTION 11. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and agrees that during the Term of this Warrant, unless otherwise approved by the Holder of this Warrant: 11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have available for issuance at all times, free from preemptive or other preferential rights, the number of shares of authorized but unissued Common Stock deliverable upon the exercise of this Warrant. 11.2. WILL NOT AMEND CERTIFICATE. The Company will not amend its Certificate of Incorporation to eliminate as an authorized class of capital stock that class denominated as "Common Stock" on the date hereof. 11.3. WILL BIND SUCCESSORS. This Warrant shall be binding upon any corporation or other person or entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. SECTION 12. REGISTRATION RIGHTS; ETC. 12.1. CERTAIN DEFINITIONS. As used in this Section 12, the following terms shall have the following respective meanings: "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Registrable Securities" shall mean the Warrant Shares less any Warrant Shares theretofore sold to the public or in a private placement. The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the effectiveness of such registration statement. "Registration Expenses" shall mean all expenses incurred by the Company in compliance with Section 12.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company). "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities, all fees and disbursements of counsel for any Holder and any blue sky fees and expenses excluded from the definition of "Registration Expenses." -9-

"Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION.

"Holder" shall mean any holder of outstanding Warrant Shares or Registrable Securities which (except for purposes of determining "Holders" under Section 12.5 hereof) have not been sold to the public. "Other Shareholders" shall mean holders of securities of the Company who are entitled by contract with the Company or who are permitted by the Company to have securities included in a registration of the Company's securities. 12.2. COMPANY REGISTRATION. (a) NOTICE OF REGISTRATION. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by any Holder within fifteen (15) days after receipt of the written notice from the Company described in clause (i) above, subject to any limitations on the number of shares as set forth in Section 12.2(b) below. (b) UNDERWRITING. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to Section 12.2(a)(i). In such event, the right of any Holder to registration pursuant to Section 12.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 12.2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement. - 10 -

If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant.

If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 12.4. REGISTRATION RIGHTS. In the event that the Company grants registration rights, including demand registration rights, to any other holder of securities of the Company, the Company will promptly give to the Holder written notice thereof and, if in the opinion of the Holder such registration rights are more favorable than the registration rights provided under this Warrant, the Holder shall so notify the Company within thirty (30) days of receipt of the foregoing notice from the Company, whereupon such registration rights shall automatically be deemed to be incorporated in this Warrant. 12.3. EXPENSES OF REGISTRATION. The Company shall bear all Registration Expenses incurred in connection with any registration, qualification and compliance by the Company pursuant to Section 12.2 hereof. All Selling Expenses shall be borne by the holders of the securities so registered pro rata on the basis of the number of their shares so registered. 12.4. REGISTRATION PROCEDURES. In the case of each registration effected by the Company pursuant to this Section 12, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will, at its expense: (a) keep such registration effective for a period of one hundred twenty (120) days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of prospectuses and other documents incident thereto as a Holder from time to time may reasonably request; and (c) use its best efforts to register or qualify the Registrable Securities under the securities laws or blue-sky laws of such jurisdictions as any Holder may request; provided, however, that the Company shall not be obligated to register or qualify such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in order to effect such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder. 12.5. INDEMNIFICATION. (a) The Company, with respect to each registration, qualification and compliance effected pursuant to this Section 12, will indemnify and hold harmless each Holder, each of its officers, directors, partners, and agents, and each party controlling such Holder, and each underwriter, if any, and each party who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors, partners, - 11 -

and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including

and agents, and each party controlling such Holder, each such underwriter and each party who controls any such underwriter, for any legal and any other expenses incurred in connection with investigating or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based solely upon written information furnished to the Company by such Holder or underwriter, as the case may be, and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance. (b) Each Holder and Other Shareholder will, if Registrable Securities held by it, him or her are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each party who controls the Company or such underwriter, each other such Holder and Other Shareholder and each of their respective officers, directors, partners, and agents, and each party controlling such Holder or Other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Shareholders, directors, officers, partners, agents, parties, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document solely in reliance upon and in conformity with written information furnished to the Company by such Holder or Other Shareholder and stated to be specifically for use in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance; provided, however, that the obligations of such Holders and Other Shareholders hereunder shall be limited to an amount equal to the proceeds to each such Holder or Other Shareholder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 12.5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have been advised by counsel that actual or potential differing interests or defenses exist or may exist between the Indemnifying Party and the Indemnified Party, in which case such expense shall be paid by the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 12. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall provide such information as may be reasonably requested by an Indemnifying Party in order to enable such Indemnifying Party to defend a claim as to which indemnity is sought. - 12 -

12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the

12.6. INFORMATION BY HOLDER. Each Holder of Registrable Securities, and each Other Shareholder holding securities included in any registration, shall furnish to the Company such information regarding such Holder or Other Shareholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 12. 12.7. RULE 144 REPORTING. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act") at any time after it has become subject to such reporting requirements; and (c) So long as the Holder owns any Registrable Securities, furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement in connection with an offering of its Securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration. SECTION 13. NOTICES. Any notice or other document required or permitted to be given or delivered to the Holder shall be delivered at, or sent by certified or registered mail to, the Holder at Transamerica Technology Finance Division, 76 Batterson Park Road, Farmington, Connecticut 06032, Attention: Assistant Vice President, Lease Administration, with a copy to the Lender at Riverway II, West Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal Department or to such other address as shall have been furnished to the Company in writing by the Holder. Any notice or other document required or permitted to be given or delivered to the Company shall be delivered at, or sent by certified or registered mail to, the Company at #300, 250-6th Avenue SW, Calgary, Alberta T2P 3H7, Canada or to such other address as shall have been furnished in writing to the Holder by the Company. Any notice so addressed and mailed by registered or certified mail shall be deemed to be given when so mailed. Any notice so addressed and otherwise delivered shall be deemed to be given when actually received by the addressee. SECTION 14. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant shall not entitle the Holder to any of the rights of a shareholder of the Company except upon exercise in accordance with the terms hereof. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Warrant Price hereunder or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. - 13 -

SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof

SECTION 15. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. SECTION 16. MISCELLANEOUS. (a) This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by both parties (or any respective predecessor in interest thereof). The headings in this Warrant are for purposes of reference only and shall not affect the meaning or construction of any of the provisions hereof (b) All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Loan and Security Agreement as amended. [Signature page to Stock Subscription Warrant follows] - 14 -

[Signature page to Stock Subscription Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 11th day of July, 2000. FUTURELINK CORP. [CORPORATE SEAL]
By: /s/ Jeffrey S. Marks -----------------------------------Title: Secretary ----------------------------------

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FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be

[Signature page to Stock Subscription Warrant] IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer this 11th day of July, 2000. FUTURELINK CORP. [CORPORATE SEAL]
By: /s/ Jeffrey S. Marks -----------------------------------Title: Secretary ----------------------------------

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FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 16 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT]

FORM OF NOTICE OF EXERCISE [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE WITHIN WARRANT The undersigned hereby exercises the right to purchase _________ shares of Common Stock which the undersigned is entitled to purchase by the terms of the within Warrant according to the conditions thereof, and herewith [check one] [ ] makes payment of $__________ therefor; or [ ] directs the Company to issue ______ shares, and to withhold ____ shares in lieu of payment of the Warrant Price, as described in Section 2.1 of the Warrant. All shares to be issued pursuant hereto shall be issued in the name of and the initial address of such person to be entered on the books of the Company shall be: The shares are to be issued in certificates of the following denominations: [Type Name of Holder] By: Title: Dated: - 16 -

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE

FORM OF ASSIGNMENT (ENTIRE) [TO BE SIGNED ONLY UPON TRANSFER OF ENTIRE WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto _______________________________ all rights of the undersigned under and pursuant to the within Warrant, and the undersigned does hereby irrevocably constitute and appoint _______________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 17 -

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within

FORM OF ASSIGNMENT (PARTIAL) [TO BE SIGNED ONLY UPON PARTIAL TRANSFER OF WARRANT] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________ (i) the rights of the undersigned to purchase ___ shares of Common Stock under and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other rights of the undersigned under and pursuant to the within Warrant, it being understood that the undersigned shall retain, severally (and not jointly) with the transferee(s) named herein, all rights assigned on such non-exclusive basis. The undersigned does hereby irrevocably constitute and appoint __________________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution. [Type Name of Holder] By: Title: Dated: NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. - 18 -

EXHIBIT 10.60 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP, A DELAWARE CORPORATION . 13,140 COMMON STOCK 24 3/8 12/16/99 IMMEDIATELY AFTER THE EXPIRATION OF THE TERM OF MASTER LEASE AGREEMENT NO. 12035 BY AND BETWEEN EMC CORPORATION AND FURTURELINK CORP. DATED AS OF DECEMBER 21, 1999 (AS EXTENDED BY ANY AMENDMENTS THERETO AND SUBJECT TO ARTICLE 4.1 HEREOF)

THIS WARRANT CERTIFIES THAT, in consideration of the payment of the payment of $1.00 and for other good and valuable consideration. EMC CORPORATION or registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of the class of securities (the "Underlying Securities") of the Company at the Initial Exercise Price per Share (the "Warrant Price") all as set

EXHIBIT 10.60 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP, A DELAWARE CORPORATION . 13,140 COMMON STOCK 24 3/8 12/16/99 IMMEDIATELY AFTER THE EXPIRATION OF THE TERM OF MASTER LEASE AGREEMENT NO. 12035 BY AND BETWEEN EMC CORPORATION AND FURTURELINK CORP. DATED AS OF DECEMBER 21, 1999 (AS EXTENDED BY ANY AMENDMENTS THERETO AND SUBJECT TO ARTICLE 4.1 HEREOF)

THIS WARRANT CERTIFIES THAT, in consideration of the payment of the payment of $1.00 and for other good and valuable consideration. EMC CORPORATION or registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of the class of securities (the "Underlying Securities") of the Company at the Initial Exercise Price per Share (the "Warrant Price") all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3. 1.3 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying

Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If such Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.5 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction

Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If such Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.5 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of a reasonable indemnity or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 1.6 Repurchase on Sale, Merger or Consolidation of the Company. 1.6.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, (ii) license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (iii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.6.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities or on its common stock payable in common stock or other securities, subdivides the outstanding Underlying Securities or its common stock or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying 2

Securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received if this Warrant had been exercised immediately before such reclassification, exchange, substitution or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Certificate of Incorporation or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

Securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received if this Warrant had been exercised immediately before such reclassification, exchange, substitution or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Certificate of Incorporation or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or other charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 2.5 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder as follows: (1) The initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value per share of the Underlying Securities as of the date of this Warrant. 3

(2) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the Warrant, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, may then be listed and/or quoted.

(2) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the Warrant, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, may then be listed and/or quoted. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate with or into any other corporation, or sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given holders of such registration rights. 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications sent to the shareholders of the Company. 3.4 Registration . If, at any time commencing after the date hereof and as long as the Warrants have not terminated, the Company proposes to register any of its equity securities under the Act (other than in connection with the Company's initial public offering or a merger or pursuant to Form S-8, S-4 or comparable registration statement) it will give written notice, at least thirty (30) days prior to the filing of each such registration statement, to Holder of its intention to do so. If Holder notifies the Company within twenty (20) days after receipt of any 4

such notice of its desire to include any Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) in such proposed registration statement, the Company shall afford Holder the opportunity to have any such Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) registered on such registration statement (a "Piggyback Registration"). Holder shall be entitled to one Piggyback

such notice of its desire to include any Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) in such proposed registration statement, the Company shall afford Holder the opportunity to have any such Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) registered on such registration statement (a "Piggyback Registration"). Holder shall be entitled to one Piggyback Registration. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, of applicable). Unless the Company is filing financial information with the Securities and Exchange Commission pursuant to the Exchange 5

Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter

Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.8 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.8 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. FUTURELINK CORP.
By: /s/ Kyle B. A. Scott ------------------------------Name: Kyle B. A. Scott ------------------------------Title: Vice President and General Counsel ----------------------------------

6

EXHIBIT 10.61 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION

EXHIBIT 10.61 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION 20,000 SHARES COMMON STOCK, NO PAR VALUE $4.00 PER SHARE JULY 28, 2000

THIS WARRANT CERTIFIES that in consideration of the payment of $1.00 and for other good and valuable consideration, EMC Corporation or its registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of common stock of the Company (the "Underlying Securities") at the Initial Exercise Price per Share (the "Warrant Price") set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. The Warrants are being issued in connection with Supplement No. 7 to the Master Lease Agreement No. 12035 between EMC Corporation and the Company (the "Master Lease"). 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed notice (the "Notice of Exercise") to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares at the time of conversion minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.5. 1.3 Time of Exercise or Conversion. Holder may not exercise this Warrant until the earlier of June 30, 2001, and the date a registration statement registering the Underlying

Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Expiration Date. This Warrant shall expire the number of days following the expiration of the term of Supplement No. 7 to the Master Lease Agreement equal to the number of days between the date of this Warrant and the date on which EMC may exercise the Warrant under the terms of Section 1.3 above. 1.5 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public

Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Expiration Date. This Warrant shall expire the number of days following the expiration of the term of Supplement No. 7 to the Master Lease Agreement equal to the number of days between the date of this Warrant and the date on which EMC may exercise the Warrant under the terms of Section 1.3 above. 1.5 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.6 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.7 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 2

1.8 Repurchase on Sale, Merger or Consolidation of the Company. 1.8.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (ii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.8.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event

1.8 Repurchase on Sale, Merger or Consolidation of the Company. 1.8.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (ii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.8.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's charter or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The 3

provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its charter or other charter documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged.

provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its charter or other charter documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that: (1) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the warrants, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, issued to the public in connection herewith may then be listed and/or. 4

3.2 Notice of Certain Events. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of shares of common stock of the Company or securities convertible into shares of common stock of the Company, additional shares of stock of any class or series or other rights; (b) to effect any reclassification or recapitalization of common stock; or (c) to sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 3.4 Registration. If, at any time commencing after the date hereof and as long as the Warrants have not

3.2 Notice of Certain Events. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of shares of common stock of the Company or securities convertible into shares of common stock of the Company, additional shares of stock of any class or series or other rights; (b) to effect any reclassification or recapitalization of common stock; or (c) to sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 3.4 Registration. If, at any time commencing after the date hereof and as long as the Warrants have not terminated, the Company proposes to register any of its equity securities under the Act (other than in connection with the Company's initial public offering or a merger or pursuant to Form S-8, S-4 or comparable registration statement) it will give written notice, at least thirty (30) days prior to the filing of each such registration statement, to Holder of its intention to do so. If Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) in such proposed registration statement, the Company shall afford Holder the opportunity to have any such Shares (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) registered on such registration statement (a "Piggyback Registration"). Holder shall be entitled to one Piggyback Registration. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 5

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Exchange Act Rule 144(c), Holder represents that it has complied with Exchange Act Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Exchange Act Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Exchange Act Rule 144(c), Holder represents that it has complied with Exchange Act Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Exchange Act Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Sections 4.3 and 4.7, Holder may transfer this Warrant or all or any part of the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of such transfer setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, of applicable). Unless the Company is filing financial information with the Securities and Exchange Commission pursuant to Section 13(a) of the Exchange Act, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 "Market Stand-Off" Agreement. Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company's initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred 6

eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.7 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law.

eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any share of common stock or any securities convertible into or exercisable or exchangeable for common stock (whether such shares or any such securities are then owned by Holder or are thereafter acquired), or (ii) enter into any swap or arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such securities, in cash or otherwise. The foregoing provisions of this Section 4.7 shall only be applicable to the Holder if all officers and directors of the Company enter into similar agreements and only for so long as such agreements are in effect. The underwriters in connection with the Company's initial public offering are intended third party beneficiaries of this Section 4.7 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. FUTURELINK CORP.
By: /s/ Jeffrey S. Marks --------------------------------------Jeffrey S. Marks, Corporate Secretary

7

EXHIBIT 10.62 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION 4,903 SHARES COMMON STOCK, NO PAR VALUE $24.375 PER SHARE AUGUST 8, 2000 JUNE 30, 2002

THIS WARRANT CERTIFIES that in consideration of the payment of $1.00 and for other good and valuable consideration, EMC Corporation or its registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of common stock of the Company (the "Underlying Securities") at the Initial Exercise Price per Share (the "Warrant Price") set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. One Thousand Six Hundred and Forty Seven (1,647) of the Warrants are being issued in connection with Supplement No. 4 to the Master Lease Agreement No. 12035 between EMC Corporation and the Company (the "Master Lease"), and Three Thousand Two Hundred and Fifty Six (3,256) of the Warrants are being issued in connection with Supplement No. 5 to the Master Lease. 1. EXERCISE

EXHIBIT 10.62 THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE COMMON STOCK
Corporation: Warrant Holder Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: FUTURELINK CORP., A DELAWARE CORPORATION (THE "COMPANY") EMC CORPORATION 4,903 SHARES COMMON STOCK, NO PAR VALUE $24.375 PER SHARE AUGUST 8, 2000 JUNE 30, 2002

THIS WARRANT CERTIFIES that in consideration of the payment of $1.00 and for other good and valuable consideration, EMC Corporation or its registered assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares (the "Shares") of common stock of the Company (the "Underlying Securities") at the Initial Exercise Price per Share (the "Warrant Price") set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. One Thousand Six Hundred and Forty Seven (1,647) of the Warrants are being issued in connection with Supplement No. 4 to the Master Lease Agreement No. 12035 between EMC Corporation and the Company (the "Master Lease"), and Three Thousand Two Hundred and Fifty Six (3,256) of the Warrants are being issued in connection with Supplement No. 5 to the Master Lease. 1. EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed notice (the "Notice of Exercise") to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares at the time of conversion minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4. 1.3 Time of Exercise or Conversion. Holder may not exercise or convert this Warrant until

the earlier of June 30, 2001, and the date a registration statement registering the Underlying Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith

the earlier of June 30, 2001, and the date a registration statement registering the Underlying Securities is declared effective by the Securities and Exchange Commission under the Securities Act of 1933. The Company represents that it intends to file a shelf registration statement (the "Shelf Registration") by September 30, 2000, and agrees to register the Underlying Securities in connection therewith. The Company, however, does not guaranty that the Shelf Registration will be filed before September 30, 2000, or at all, or that the Shelf Registration if filed will become effective, and the Company shall not have any liability if the Shelf Registration is not filed timely or at all, or does not become effective. 1.4 Fair Market Value. If the Underlying Securities are traded regularly in a public market, the fair market value per Share shall be the closing price per share of the Underlying Securities as reported on the principal public securities market on which the Underlying Securities then trade for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Underlying Securities are not regularly traded on a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. 1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.6 Replacement of Warrants. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 1.7 Repurchase on Sale, Merger or Consolidation of the Company. 1.6.1 "Acquisition". For the purposes of this Warrant, "Acquisition" means any (i) sale, license or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (ii) any reorganization, consolidation, or merger of the Company where the holders of the Company's securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 1.6.2 Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares 2

issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying Securities (or the securities issuable directly

issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Company shall cause the surviving corporation to assume the obligations of this Warrant. 2. ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) payable in common stock, or other securities, subdivides the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) or makes any similar change in its capital stock, then upon exercise of this Warrant, Holder shall receive without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date that the dividend, subdivision or similar event occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's charter or other charter documents upon the closing of a registered public offering of the Company's capital stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Underlying Securities (or the securities issuable directly or indirectly upon conversion of the Underlying Securities, if any) are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. 2.4 No Impairment. The Company shall not, by amendment of its charter or other charter documents, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the 3

Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that: (1) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the warrants, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase

Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. If the Company takes any action affecting the Underlying Securities or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that: (1) The Company shall at times reserve and keep available out of its authorized capital stock, solely for purpose of issuance upon the exercise of the warrants, such number of shares of Underlying Securities or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company shall at times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the conversion of the Underlying Securities, such number of shares of capital stock or other securities, properties or rights as shall be issuable upon the conversion thereof, if any. All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. As long as the Warrants shall be outstanding and the Company shall have a class of its securities registered under the Securities Act of 1933, as amended (the "Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall use its best efforts to cause all Shares issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Underlying Securities, or securities underlying the Underlying Securities, if any, issued to the public in connection herewith may then be listed and/or. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to offer for subscription pro rata to the holders of shares of common stock of the Company or securities convertible into shares of common stock of the Company, additional shares of stock of any class or series or other rights; (b) to effect any reclassification or recapitalization of common stock; or (c) to sell, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up, then, in connection with each such event, the company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in 4

(b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to exercise this Warrant not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

(b) above; (2) in the case of the matters referred to in (b) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event). 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder promptly after mailing, copies of all information and other communications to the shareholders of the Company. 4. MISCELLANEOUS. 4.1 Term; Notice of Expiration. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above. The Company shall give Holder written notice of Holder's right to e